Prospectus
Date: February 12, 2021

Please read Section 26 of the Companies Act, 2013
Fixed Price Issue

PARTY CRUISERSLIMITED
(CIN: U63040MH1994PL.C083438)

Our Company was originally incorporated as Party Cruisers Private Limited on December 02, 1994 under the Companies Act, 1956 vide certificate of incorporation issued by the Registrar of
Companies, Maharashtra. Subsequently, the name of the company was changed from “Party Cruisers Private Limited” to “Party Cruisers Limited” under the Companies Act, 2013 pursuant to a
special resolution passed by our shareholders at the EGM held on September 03, 2013 and had obtained fresh certificate of incorporation dated November 13, 2013 issued by the Registrar of
Companies, Maharashtra. For details pertaining to the changes of name of our company and change in the registered office, please refer to the chapter titled “History and Certain Corporate
‘Matters’ beginning on page no. 117 of this Prospectus.
Registered Office:303/304/305, Simran Plaza, Khar 4" Road, Next to Regal Enclave Hotel, Khar (West), Mumbai ~ 400 052, Maharashtra, India;
Tel. No.: +91 22 49739352; Email: compliance@partycruisersindia.com; Website: www.partycruisersindia.com:
Contact Person: Ms.Namrata Subhashsingh Negi, Company Secretary & Compliance Officer

 

 

 

R COMPANY: MR. ZUZER HATIM LUCKNOWALA & MRS. RACHANA ZUZER LUCKNOWALA

INITIAL PUBLIC ISSUE OF 15,20,000 EQUITY SHARES OF FACE VALUE OF & 10/- EACH (“EQUITY SHARES”) OF PARTY CRUISERS LIMITED (* OUR COMPANY”
OR “THE ISSUER COMPANY”) FOR CASH AT A PRICE & 51/- PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF & 41/- PER EQUITY SHARE) (“ISSUE
PRICE”) AGGREGATING TO & 775.20 LAKHS (“THE ISSUE”), OF WHICH 76,000 EQUITY SHARES OF FACE VALUE OF & 10/- EACH FOR A CASH PRICE OF ® 51/-
PER EQUITY SHARE, AGGREGATING TO % 38.76LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER (“MARKET MAKER RESERVATION
PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION LE. ISSUE OF 14,44,000 EQUITY SHARES OF FACE VALUE OF & 10/- EACH AT AN
ISSUE PRICE OF & 51/- PER EQUITY SHARE AGGREGATING TO & 736.44 LAKHS (IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”). THE ISSUE AND THE,
NET ISSUE WILL CONSTITUTE 27.14 %AND 25.79 %, RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER
DETAILS, PLEASE REFER TO SECTION TITLED “TERMS OF THE ISSUE” BEGINNING ON PAGE NO. 2090F THIS PROSPECTUS.
‘THE FACE VALUE OF THE EQUITY SHARES IS %10/- EACH AND THE ISSUE PRICE OF 851/- LE. 5.1 TIMES OF THE FACE VALUE.
THIS ISSUE IS BEING MADE IN TERMS OF CHAPTER IX OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018, AS AMENDED(THE “SEBI ICDR REGULATIONS”). IN TERMS OF RULE 19(2)(B)(1) OF THE SECURITIES CONTRACTS
(REGULATION) RULES, 1957, AS AMENDED (THE “SCRR”), THIS ISSUE IS BEING MADE FOR AT LEAST 25% OF THE POST-ISSUE PAID-UP EQUITY SHARE
CAPITAL OF OUR COMPANY. THIS ISSUE IS A FIXED PRICE ISSUE AND ALLOCATION IN THE NET ISSUE TO THE PUBLIC WILL BE MADE IN TERMS OF
REGULATION 253 OF THE SEBI (ICDR) REGULATIONS 2018, AS AMENDED. FOR FURTHER DETAILS, PLEASE REFER TO SECTION TITLED “ISSUE PROCEDURE”
BEGINNING ON PAGE 218 OF THIS PROSPECTUS.
In terms of the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and SEBI circular No, SEBUHO/CFD/DIL2/CIR/P/2016 dated November 01, 2018, all potential
Rils investors are required to mandatorily use the Unified Payment Interface (“UPI”), while NIIs and QIBs can use Application Supported by Blocked Amount (“ASBA”) process including
through UPI mode (as applicable) by providing details of the irrespective bank accounts which will be blocked by the Self Certified Syndicate Banks (“SCSBs”). For details in this regard,
specific attention is invited to “Issue Procedure" on page no.218 of this_ Prospectus.
USENET ST
This being the first public issue of our Company, there has been no formal market for our Equity Shares of our Company. The face value of the Equity Shares of our Company is €Rs.10/- each
and the Issue Price of @Rs.51/- per Equity Share i.e. 5.Ltimes of face value. The Issue Price (as determined and justified by our Company in consultation with the Lead Manager, as stated under
the chapter “Basis for Issue Price’ beginning on page no. 76 of this Prospectus) should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares are listed
No assurance can be given regarding an active and/ or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing
(aN
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue 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 Public Issue. For taking an investment decision, investors must rely on their own examination of
our Company and the Issue, including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI
guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to the section titled *Risk Factors’ beginning on page 21of this
Prospectus.

 

 

 

 

 

 

 

  

 

 

 

Our Company having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which is,
material in the context of the Issue, that the information contained in this Prospectus 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 Prospectus 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 offered through this Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange Limited (NSE EMERGE). In terms of the Chapter IX of the
SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received an approval letter dated February 03,2021 from National Stock Exchange Limited (“NSE”) for using
its name in the offer document for listing of our shares on the EMERGE Platform of NSE. For the purpose of the Issue, the designated Stock Exchange will be NSE,

 

 

 

 

  

 

  

  

 

 

 

 

LEAD MANAGER TO THE ISSUE, XS

MFINTE

FINTcCH
FIRST OVERSEAS CAPITAL LIMITED KFin Technologies Private Limited
1-2 Bhupen Chambers, Ground Floor, Dalal Street, Selenium Building, Tower-B,Plot No 31 & 32,Gachibowli,
Mumbai-400 001 Financial District, Nanakramguda,Serilingampally, Hyderabad,
Tel. No.: +91 22 40509999 ‘Telanganalndia - 500 032,
Fax No.: NA. Tel. No.: +91 40 6716 2222
Email: sunu@focl.in/mala@foc1.in Fax No.: +91 40 2343 1551
Investor Grievance Email: investorcomplaints@focl.in E-mail: pcl.ipo@kfintech.com
Website: www.focl.in Investor Grievance Email: einward.ris@kfintech.com
Contact Person: Mr.Sunu Thomas/ Ms. Mala Soneji Website: www.kfintech.com
SEBI Registration No.: INM000003671 Contact Person: Mr. M Murali Krishna
SEBI Registration No.: INR000000221
ISSUE PROGRAMME
ISSUE OPENS ON: FEBRUARY 22,2021; MONDAY. ISSUE CLOSES ON: FEBRUARY 25 2021; THURSDAY

 
THIS PAGE HAS BEEN KEPT BLANK PURSUANT TO
SCHEDULE VI OF
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018.
TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TITLE PAGE NO.
SECTION I - DEFINITIONS AND ABBREVIATIONS
General Terms f
Company Related Terms 1
Issue Related Terms 2
Abbreviations/ Technical Terms/ Industry Related Terms 6
Presentation of Financial, Industry And Market Data 11
Forward Looking Statements 12
SECTION II - SUMMARY OF THE ISSUE DOCUMENT 13
SECTION III - RISK FACTORS 21.
SECTION IV - INTRODUCTION
The Issue 41
Summary of Financial Information 42
SECTION V - GENERAL INFORMATION 46
SECTION VI - CAPITAL STRUCTURE 56
SECTION VII - PARTICULARS OF THE ISSUE
Objects of the Issue 70
Basis for Issue Price 76
Statement of Tax Benefits 78
SECTION VIII - ABOUT US
Industry Overview 81
Business Overview 95
Key Industry Regulations and Policies 108
History and Certain Corporate Matters 117
Our Management 121
Our Promoters And Promoter Group 137
Our Group Companies / Entities 144
Related Party Transaction 147
Dividend Policy 148
SECTION IX- FINANCIAL STATEMENTS
Restated Financial Information 149
Other Financial Information 175
Management’s Discussion and Analysis of Financial Position and Results of Operations 176
Capitalization Statement 185
Statement of Financial Indebtedness 186
SECTION X- LEGAL AND OTHER INFORMATION
Outstanding Litigations and Material Developments 188
Government and Other Approvals 193
SECTION XI- OTHER REGULATORY AND STATUTORY DISCLOSURES 195
SECTION XII- ISSUE RELATED INFORMATION
Terms of the Issue 209
Issue Structure 215
Issue Procedure 218
Restrictions on Foreign Ownership of Indian Securities 244
SECTION XIII - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION 245
SECTION XIV - OTHER INFORMATION
Material Contracts and Documents for Inspection 307
Declaration 309

 

 
SECTION I - DEFINITIONS AND ABBREVIATIONS

This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies
or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act,
regulations, rules, guidelines or policies shall be to such legislation, act, regulations, rules, guidelines or policies as
amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any
subordinate legislation made from time to time under that provision.

The words and expressions used in this Prospectus, but not defined herein shall have the meaning ascribed to such
terms under SEBI ICDR Regulations, the Companies Act, the SCRA, the Depositories Act, and the rules and
regulations made there under.

Notwithstanding the foregoing, the terms not defined but used in the chapters titled “Statement of Tax Benefits”,
“Restated Financial Statements”, “Outstanding Litigation and Material Developments” and section titled “Main
Provisions of Articles of Association” beginning on page nos. 78, 149, 188 and 245, respectively, shall have the

meanings ascribed to such terms in the respective sections.

CONVENTIONAL / GENERAL TERMS

 

Party Cruisers Limited/ PARTY
CRUISERS / PCL / The
Company/ Company/ We/ Us/
Our/ our Company/ the Issuer

 

Unless the context otherwise indicates or implies refers to Party Cruisers
Limited, a public limited company incorporated under the provisions of the
Companies Act, 2013 with its registered office at 303/304/305, Simran
Plaza, Khar 4th Road, Next to Regal Enclave Hotel, Khar (West), Mumbai —
400 052, Maharashtra, India

 

 

 

TERM

DESCRIPTION

 

AGM

Annual General Meeting

 

AS

Accounting Standards as issued by the Institute of Chartered Accountants of
India

 

Articles / Articles of Association
/AoA

Unless the context otherwise requires, refers to the Articles of Association of
Party Cruisers Limited, as amended from time to time.

 

Audit Committee

The committee of the Board of Directors constituted as the Company‘s Audit
Committee in accordance with Section 177 of the Companies Act, 2013 and
SEBI (LODR) Regulations,2015

 

Auditors/ Statutory Auditors/
Statutory Auditors of the
Company

The Statutory & Tax Auditors of our Company, being M/s. Ramanand &
Associates, Chartered Accountants.

 

Board of Directors / Board /
Director(s) / Our Board

The Board of Directors of our Company, including all duly constituted
Committee(s) thereof.

 

Chief Financial Officer

Chief Financial Officer of our Company in this case being, Mrs. Phyllis
Polekad

 

 

Company Secretary & | Company Secretary &Compliance Officer of our Company is Ms. Namrata
Compliance Officer Subhashsingh Negi
Director(s) Director(s) of our Company unless otherwise specified

 

Equity Shares/ Shares

Equity Shares of our Company having a face value of Rs. 10/- each, fully paid-
up, unless otherwise specified in the context thereof.

 

 

 

Equity Shareholders Persons holding Equity shares of our Company unless otherwise specified in
the context otherwise.

ESOP Employee Stock Option

FV Value of paid-up Equity Capital per Equity Share, in this case Rs. 10/- each.

 

Group Companies

Such entities as are included in the Chapter in ‘Our Promoter Group And
Group Companies / Entities’ beginning on page 137 of this Prospectus.

 

Independent Director

A non-executive and independent director of our Company appointed as per
Section 149(6) the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI
Listing Regulations. For details, please refer to the chapter titled “Our
Management” beginning on page no. 121 of this Prospectus.

 

Key Managerial Personnel /

KMP

 

 

The personnel are listed as Key Managerial Personnel our Company as per
Section 2(51) of the Companies Act, 2013 and Regulation 2(bb) of the SEBI

 

1

 
 

(ICDR), Regulation, 2018 and as identified in the chapter titled ‘Our
Management’ beginning on page 121 of this Prospectus.

 

MOA / Memorandum = /
Memorandum of Association

Memorandum of Association of our Company, as amended from time to time.

 

Non- Resident

A person resident outside India, as defined under FEMA Regulations.

 

NRIs/Non-Resident Indians

A person resident outside India, as defined under FEMA and who is a citizen
of India or a Person of Indian Origin under Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident Outside India) Regulations,
2000.

 

Peer Review Auditor

The Peer Review Auditors of our Company, being M/s. Ramanand &
Associates, Chartered Accountants.

 

Promoter/ Promoters of our

Company

Promoters of our Company is Mr. Zuzer Hatim Lucknowala and Mrs. Rachana
Zuzer Lucknowala

 

Promoter Companies/ Promoter
Group

Unless the context otherwise requires, refers to such persons and entities
constituting the Promoter Companies/ Promoter Group of our Company in
terms of Regulation 2(1)(pp) of the SEBI (ICDR) Regulations, 2018 and as
disclosed in ‘Our Promoter Group And Group Companies / Entities’
beginning on page 137 of this Prospectus.

 

Registered Office

The Registered Office of our Company which is located at 303/304/305,
Simran Plaza, Khar 4th Road, Next to Regal Enclave Hotel, Khar (West),
Mumbai — 400 052, Maharashtra, India

 

SME Exchange

Unless the context otherwise requires, refer to the NSE EMERGE, SME
Platform of NSE.

 

Stock Exchange

Unless the context otherwise requires, refers to the NSE EMERGE, SME
Platform of NSE.

 

 

 

Stakeholders” Relationship | The stakeholders’ relationship committee of our Board as described in “Our
Committee Management” on page no. 121 of this Prospectus.
ISSUE RELATED TERMS
TERM DESCRIPTION

 

Acknowledgement Slip

The slip or document issued by the Designated Intermediary to an Applicant as
proof of registration of the Application

 

Allot / Allotment / Allotment of
Equity Shares

Unless the context otherwise requires, the allotment of the Equity Shares
pursuant to the Fresh Issue and transfer of the Equity Shares pursuant to the
issue to the successful Applicants.

 

Allocation / Allocation of Equity
Shares

Unless the Context otherwise requires, the allocation of Equity Shares pursuant
to this Issue to successful Applicants.

 

Allotment Advice

Note, advice or intimation of Allotment sent to the Applicants who have been
or are to be Allotted the Equity Shares after the Basis of Allotment has been
approved by the Designated Stock Exchange

 

Allottee’s

The successful applicant to whom the Equity Shares are/ have been allotted.

 

Applicant(s)

Any prospective investor who makes an application for Equity Shares in terms
of this Prospectus.

 

Application Amount

The amount at which the Applicant makes an application for Equity Shares of
our Company in terms of this Prospectus.

 

Application
Intermediary

Collecting

1) an SCSB, with whom the bank account to be blocked, is maintained.

2) a syndicate member (or sub-syndicate member),

3) a stock broker registered with a recognized stock exchange(and whose name
is mentioned on the website of the stock exchange as eligible for this
activity)("broker"),

4) a depository participant (‘DP’) (and whose name is mentioned on the
website of the stock exchange as eligible for this activity),

5) a registrar to an issue and share transfer agent('RTA')(and whose name is
mentioned on the website of the stock exchange as eligible for this activity)

 

Application Form

 

 

The form in terms of which the prospective Applicants shall apply for the
Equity Shares of our Company.

 

2

 
 

TERM

DESCRIPTION

 

 

 

 

Application Supported —_ by | An application, whether physical or electronic, used by all applicants to make a

Blocked Amount/ASBA Bid authorizing a SCSB to block the application amount in the ASBA Account
maintained with the SCSB and will include amounts blocked by RIIs using
UPI Mechanism.

ASBA Account Account maintained by an ASBA Applicants with an SCSB which will be
blocked by such SCSB to the extent of the Application Amount.

ASBA Applicant(s) Any prospective investor who makes an Application pursuant to the terms of
the Prospectus and the Application Form.

ASBA Application An application form (with and without the use of UPI, as may be applicable),

whether physical or electronic, used by ASBA Bidders which will be
considered as the application for Allotment in terms of the Prospectus.

 

Banker(s) to the Company

Such banks which are disclosed as bankers to our Company in the chapter
titled “General Information”’ on page 46.

 

Banker(s) to the Issue/ Escrow
Collection Bank(s)/Public Issue
Bank/ Refund Banker

The banks which are clearing members and registered with SEBI as Banker to
an Issue with whom Escrow Account will be opened and in this case being
HDEFC Bank.

 

Basis of Allotment

The basis on which the Equity Shares will be Allotted to successful Applicants
under the Issue in consultation with the Stock Exchange which is described in
the Chapter titled ‘Issue Procedure’ beginning on page 218 of this
Prospectus.

 

Broker Centres

Broker centres notified by the Stock Exchanges, where the Applicants can
submit the Application forms to a Registered Broker. the details of such broker
centres, along with the names and contact details of the Registered Brokers,
are available on the website of the NSE on the following link:

 

Business Day

Monday to Friday(except public holidays)

 

CAN / Confirmation of
Allocation Note

The note or advice or intimation sent to each successful Applicant indicating
the Equity Shares which will be Allotted, after approval of Basis of Allotment
by the Designated Stock Exchange.

 

 

Client ID Client identification number maintained with one of the Depositories in
relation to demat account
Collecting Depository | A depository participant as defined under the Depositories Act, 1996,

Participant(s) or CDP(s)

registered with SEBI and who is eligible to procure Applications at the
Designated CDP Locations in terms of circular No.
GR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI

 

Collecting Registrar and Share
Transfer Agent

Registrar to an offer and share transfer agents registered with SEBI and
eligible to procure Bids at the Designated RTA Locations in terms of circular
no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by
SEBI

 

Controlling Branch

Such Branches of the SCSBs which co-ordinate Applications by the
Applicants with the Registrar to the Offer and the Stock Exchanges and a list
of which is available at http://www.sebi.gov.in or at such other website as may
be prescribed by SEBI from time to time.

 

Demographic Details

The demographic details of the Applicants such as their Name, Address,
Pan, Occupation, Applicant Status and Bank Account details etc.

 

Depository/Depositories

A Depository registered with SEBI under the SEBI (Depositories and
Participants) Regulations, 1996, as amended from time to time.

 

Depository Participant/DP

A Depository Participant as defined under the Depositories Act, 1996, as
amended from time to time.

 

Designated Branches

Such branches of the SCSBs which shall collect the ASBA Forms from the
ASBA Applicants and a list of which is available on
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes
&intmId=35, or at such other website as may be prescribed by SEBI from time
to time.

 

 

 

Designated Date

The date on which the funds blocked by the SCSBs are transferred from the
ASBA Accounts specified by the Applicants to the Public Offer Account.

 

Designated Stock Exchange/ SE

SME Platform of the NSE Limited (NSE)-NSE EMERGE

 

 

Draft Prospectus

 

The Draft Prospectus dated January 06, 2021issued in accordance with section

 

3

 
 

TERM

DESCRIPTION

 

26 of the Companies Act, 2013 and filed with the NSE under SEBI (ICDR)
Regulation,2018 as amended from time to time.

 

Escrow Agreement

Agreement dated June 18, 2019 along with addendum to agreement January
20,2021 entered in to amongst our Company, Lead Manager and the Registrar,
the Banker(s) to the Issue/ Escrow Collection Bank(s) for collection of the
Application Amounts from the ASBA Applicants through the SCSBs Bank
Account on the Designated Date in the Public Issue Account.

 

Eligible NRIs

NRIs from such jurisdiction outside India where it is not unlawful for our
Company to make this Issue or an invitation under this Issue and in relation to
whom the Prospectus constitutes an invitation to subscribe to the Equity
Shares offered herein.

 

Escrow Collection Bank(s)

The banks which are clearing members and registered with SEBI as Banker(s)
to the Issue/ Escrow Collection Bank(s) at which bank(s) the Escrow Account
of our Company will be opened, in this case being HDFC bank.

 

First/Sole Applicant

The Applicant whose name appears first in the Application Form or Revision
Form and in case of joint bids, whose name shall also appear as the first holder
of the beneficiary account held in joint names.

 

Issue / Issue Size/ IPO/Initial
Public Offering/Public Issue

Public Issue of 15,20,000 equity shares of Rs. 10/- each fully paid of Party
Cruisers Limited (‘PARTY CRUISERS” Or “PCL” or “the Company” or
“the Issuer”) for cash at a price of Rs. 51/- Per Equity Share aggregating to
Rs. 775.20 Lakhs. The Net Issue will constitute 25.79% of the post issue paid
up capital of the Company

 

Issue Period

The Issue period shall be February 22,2021 being the Issue Opening Date, to
February 25, 2021 being the Issue Closing Date.

 

Issue Closing Date

February 25,2021, The Date on which Issue closes for subscription

 

Issue Opening Date

February 22,2021, The Date on which Issue opens for subscription

 

Issue Price

The price at which the Equity Shares are being issued by our Company under
this Prospectus being Rs. 51/- per equity share.

 

Issue Proceeds

The proceeds to be raised by our Company through Fresh Issue is Rs. 775.20
Lakhs.

 

LM/ Lead Manager

Lead Manager to the Issue, in this case being First Overseas Capital Limited,
SEBI Registered Category | Merchant Bankers.

 

Listing Agreement with NSE-
SME PLATFORM of NSE

Unless the context specifies otherwise, this means the Equity Listing
Agreement to be signed between our Company and the SME Platform of NSE.

 

Market Making Agreement

Market Making Agreement dated January 20,2021 between our Company,
Lead Manager and Market Maker.

 

NNM Securities Private Limited will act as the Market Maker and has agreed
to receive or deliver the specified securities in the market making process for a
period of three years from the date of listing of our Equity Shares or for any
other period as may be notified by SEBI from time to time.

 

Market Maker/MM
Market Maker Reservation
Portion

The Reserved portion of 76,000 Equity Shares of Rs. 10/- each at Rs. 51/- Per
Equity Shares aggregating to Rs. 38.76/- Lakhs for Market Maker in the Initial
Public Issue of Party Cruisers Limited.

 

Memorandum of Understanding

The agreement dated November 30,2020 between our Company and the Lead
Manager, pursuant to which certain arrangements are agreed to in relation to
the Issue.

 

Mutual Fund(s)/ MF

A mutual fund registered with SEBI under the SEBI (Mutual Funds)
Regulations,1996, as amended from time to time.

 

 

Net Issue The Issue (excluding the Market Maker Reservation Portion) of 14,44,000
EQUITY Shares of Rs. 10/- each of Party Cruisers Limited at Rs. 51/- Per
Equity Share aggregating to Rs. 736.44 Lakhs.

NIF National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated

November 23, 2005 of Government of India published in the Gazette of India

 

 

Non-Institutional Investors/

Applicants/NIIs

 

All Applicants(including Category III FPIs which are foreign corporate or
foreign individuals but not including NRIs, other than eligible NRIs) that are
not Qualified Institutional Buyers(QIBs)(including Anchor Investors or Retail
Individual Applicants/Investors and who have applied for Equity Shares for an

 

4

 
 

TERM

DESCRIPTION

 

amount more than Rs. 2,00,000.

 

Non-Indian Resident/ NRI

A person resident outside India, who is a citizen of India or a Person of Indian
Origin as defined under FEMA Regulation, as amended from time to time

 

NSE

National Stock Exchange of India Limited

 

OCB/Overseas Corporate Body

A company, partnership, society or other corporate body owned directly or
indirectly to the extent of at least 60% by NRIs, including overseas trust in
which not less than 60% of beneficial interest is irrevocably held by NRIs
directly or indirectly as defined under Foreign Exchange Management
(Deposit) Regulations, 2000. OCBs are not allowed to invest in this Issue.

 

 

 

Payment — through electronic Payment through UPI, NECS, Direct Credit, RTGS or NEFT, as applicable.

transfer of funds

Person/Persons Any individual, sole proprietorship, unincorporated _ association,
unincorporated organization, body corporate, corporation, company,
partnership, limited liability company, joint venture, or trust or any other
entity or organization validly constituted and/or incorporated in the
jurisdiction in which it exists and operates, as the context requires.

Prospectus The Prospectus to be filed with the ROC in accordance with Section 26 of the

Companies Act, 2013 and SEBI (ICDR), Regulations containing inter alia, the
Issue opening and Issue closing dates and other certain information

 

Public Issue Account

Account opened with Banker to the Issue, i.e. HDFC Bank Ltd under Section
40 of the Companies Act, 2013 to receive monies from the SCSBs from the
bank accounts of the ASBA Applicants on the Designated Date.

 

Qualified Institutional Buyers /
QIBs

A Qualified Institutional Buyers as defined under Regulation 2(1)(ss) of SEBI
(ICDR), Regulations, 2018

 

Registrar Agreement

The agreement dated March 27, 2019 between our Company and the Registrar
to the Issue in relation to the responsibilities and obligations of the Registrar to
the Issue pertaining to the Issue.

 

Registrar and Share Transfer
Agents or RTAs

Registrar and Share Transfer Agents registered with SEBI and eligible to
procure Applications at the Designated RTA Locations in terms of circular no.
CIR/CFD/POLICY CELL/11/2015 dated November 10, 2015 issue by SEBI

 

Registrar/ Registrar to the Issue

Registrar to this Issue being KFin Technologies Private Limited having an
registered office Selenium Building, Tower-B,Plot No 31 & 32,Financial
District, Nanakramguda, Serilingampally, Hyderabad,Rangareddi, Telangana
India - 500 032

 

Retail Individual Investors

Individual investors, or minors applying through their natural guardians
(including HUFs, in the name of Karta and Eligible NRIs) who apply for the
Equity Shares of a value of not more than or equal to Rs. 2,00,000/-.

 

Revision Form

The form used by the Applicants to modify the quantity of Equity Shares in
any of their Application Forms or any previous Revision Form(s).

 

Self-Certified Syndicate Banks/
SCSB.

The banks registered with SEBI, offering services (i) in relation to ASBA
(other than through UPI Mechanism), a list of which is available on the website
of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do
/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=35, as
applicable, or such other website as updated from time to time, and (ii) in
relation to ASBA (through UPI Mechanism), a list of which is available on the
website of SEBI at _https://sebi.gov.in/sebiweb/other/OtherAction.do
?2doRecognisedFpi=yes&intm Id= 40 or such other website as updated from
time to time .

 

 

SCSB Agreement

The deemed agreement between the SCSBs, the Lead Manager, the Registrar
to the Issue and our Company, in relation to the collection of Applications
from the ASBA Applicants and payment of funds by the SCSBs to the Public
Issue Account

 

SME Platform of NSE

The SME Platform of NSE, i.e. NSE EMERGE for listing of equity shares
offered under Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended
from time to time

 

 

Specified Securities

 

Equity Shares are being offered through this Prospectus

 

5

 
 

TERM

DESCRIPTION

 

Sponsor Banker

The Banker(s) registered with SEBI which is appointed by our Company to act
as a conduit between the Stock Exchanges and the NPCI in order to push the
mandate collect requests and / or payment instructions of the Retail Applicants
into the UPI, in this case being HDFC Bank.

 

TRS / Transaction Registration
Slip

The slip or document issued by a member of the Syndicate or an SCSB (only
on demand), as the case may be, to the Applicant, as proof of registration of the
Application.

 

Underwriters to the Issue

First Overseas Capital Limited

 

Underwriting Agreement

The Agreement dated November 30, 2020 entered into between the
Underwriters and our Company.

 

Unified Payments Interface/ UPI

UPI is an instant payment system developed by the NPCI. It enables merging
several banking features, seamless fund routing & merchant payments into one
hood. UPI allows instant transfer of money between any two persons’ bank
accounts using a payment address which uniquely identifies a person's bank
alc.

 

UPIID

ID created on Unified Payment Interface (UPI) for single-window mobile
payment system developed by the National Payments Corporation of India
(NPCD.

 

UPI Mandate Request / Mandate
Request

A request (intimating the RII by way of a notification on the UPI application
and by way of a SMS directing the RII to such UPI application) to the RII
initiated by the Sponsor Bank to authorize blocking of funds on the UPI
application equivalent to Application Amount and subsequent debit of funds in
case of Allotment.

 

UPI Mechanism

The bidding mechanism that may be used by an RII to make an Application in
the Issue in accordance with SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 01, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UPI PIN Password to authenticate UPI transaction.

Willful Defaulter Willful Defaulter is defined under Regulation 2(1)(III) of SEBI (ICDR)
Regulations, 2018, means a person or an issuer who or which is categorized as
a willful defaulter by any bank or financial institution (as defined under the
Companies Act, 2013) or consortium thereof, in accordance with the guidelines
on willful defaulters issued by the Reserve Bank of India.

Working Days In accordance with Regulation 2(1)(mmm) of SEBI (ICDR), Regulations,
2018, working day means all days on which commercial banks in the city as
specified in the offer document are open for business.

- However, till Application / Issue closing date: All days other than 2"* and 4"
Saturday of the month, Sunday or a public holiday;
- Post Application / Issue closing date and till the Listing of Equity Shares:
Working days shall be all trading days of stock exchanges excluding
Sundays and bank holidays (in accordance with the SEBI circular no.
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016).
ABBREVIATIONS

ABBREVIATIONS FULL FORMS

Alc Account

ACS Associate Company Secretary

AGM Annual General Meeting

AIF Alternative Investment Funds as defined in and registered under SEBI AIF

Regulations
AS Accounting Standards as issued by the Institute of Chartered Accountants of
India

ASBA Applications Supported by Blocked Amount

AY Assessment Year

Bn Billion

CAGR Compounded Annual Growth Rate

CAPEX Capital Expenditure

 

 

 
 

ABBREVIATIONS

FULL FORMS

 

CDSL

Central Depository Services (India) Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CEO Chief Executive Officer

CFO Chief Financial Officer

CI Confederation of Indian Industry

CIN Company Identification Number

CST Central Sales Tax

Contract Act The Indian Contract Act, 1872 as amended from time to time

COVID-19 Coronavirus disease 2019

CSR Corporate Social Responsibility

DIN Director Identification Number

DP Depository Participant

DP ID Depository Participant's Identity

DB Designated Branch

DTC Direct Tax Code, 2013

EBIDTA Earning/Revenues from operations (net) less total expenses (expenses other
than finance cost, depreciation and amortization)

ECS Electronic Clearing System

EGM Extraordinary General Meeting

EOU Export Oriented Unit

EPS Earnings Per Share

ESOP Employee Stock Option Plan

FCNR Foreign Currency Non Resident Account

EDI Foreign Direct Investment
Foreign Exchange Management Act, 1999, as amended from time to time, and

FEMA the regulations framed there under
Foreign Institutional Investor, as defined under the Securities and Exchange

FIls Board of India (Foreign Institutional Investors) Regulations, 2014, as
amended from time to time and registered with the SEBI under applicable
laws in India

FIPB Foreign Investment Promotion Board

FPIs Foreign Portfolio Investor as defined under the SEBI FPI Regulations and
registered with SEBI under applicable laws in India

FTP Foreign Trade Policy,2009

 

FY/ Fiscal/ Financial
Year

Period of twelve months ended March 31 of that particular year, unless
otherwise stated

 

 

 

 

 

 

 

 

 

 

 

 

FVCI Foreign Venture Capital Investors (as defined under the Securities and
Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000) registered with SEBI under applicable laws in India.

GAAP General Accepted Accounting Principles

GDP Gross Domestic Product

GESR Global Financial Stability Report

Gol/ Government Government of India

GST Goods and Services Tax Act, 2017

HNI High Net worth Individuals

HR Human Resources

HUF Hindu Undivided Family

Indian GAAP Generally Accepted Accounting Principles in India

ICAI Institute of Chartered Accountants of India

ICDR/ ICDR | The Securities and Exchange Board of India (Issue of Capital and Disclosure

Regulations/ SEBI
ICDR/ SEBI (ICDR)

Requirements) Regulations, 2018 issued by SEBI on September 11, 2018 as
amended, including instructions and clarifications issued by SEBI from time

 

 

 

 

 

 

Regulations to time.

ICSI Institute of Company Secretaries Of India
IFRS International Financial Reporting Standards
IFSC Indian Financial System Code

IGST Integrated GST

 

 
 

ABBREVIATIONS

FULL FORMS

 

IMPS

Immediate Payment Service

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IPR Intellectual Property Rights

IRDA. Insurance Regulatory and Development Authority

LT. Act Income Tax Act, 1961, as amended from time to time

INR/Rs./Rupees/ & Indian Rupees, the legal currency of the Republic of India

JV. Joint Ventures

Km Kilometers

KMP Key Managerial Personnel

LM Lead Manager

LMT Lakh Metric Tonnes

Ltd Limited

MB Merchant Banker as defined under the Securities and Exchange Board of
India (Merchant Bankers) Regulations, 1992, as amended from time to time.

MD Managing Director

MGNREGS Mahatma Gandhi National Rural Employment Guarantee Scheme

MICR Magnetic Ink Character Recognition

Mkt. Market

Mn Million

MOA Memorandum of Association

MoF Ministry of Finance, Government of India

MOU Memorandum of Understanding

MSP Minimum Support Price

N.AJ/ na. Not Applicable

NACH National Automated Clearing House

NAV Net Asset Value

NBFC Non- Banking Finance Company

NECS National Electronic Clearing System

NEFT National Electronic Fund Transfer

NOC No Objection Certificate

No. Number

NPCI National payments Corporation of India

NPV Net Present Value

NR Non-Resident

NRE Account Non Resident External Account

NRIs Non Resident Indians

NRO Account Non Resident Ordinary Account

NSDL National Securities Depository Limited

NTA Net Tangible Assets

OCB Overseas Corporate Bodies

p.a. per annum

P/E Ratio Price/ Earnings Ratio

PAC Persons Acting in Concert

PAN Permanent Account Number

PAT Profit After Tax

PBT Profit Before Tax

PCL Party Cruisers Limited

PE Private Equity

PE Ratio Price/ Earning Ratio

PIO Persons of Indian Origin

POA Power of Attorney

PPE Personal Protective Equipment

Pvt. Private

Pvt. Ltd. Private Limited

QFI Qualified Foreign Investors

QIB Qualified Institutional Buyers

 

 

 
 

ABBREVIATIONS

FULL FORMS

 

RBI

The Reserve Bank of India

 

 

 

 

 

 

 

 

 

 

 

 

R&D Research and Development

RoC Registrar of Companies

ROE Return on Equity

RONW Return on Net Worth

RTGS Real Time Gross Settlement

SCRA Securities Contract (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time.
Sec. Section

Securities Act The U.S. Securities Act as amended from time to time

SEZ Special Economic Zone

SGST State GST

SME Small and Medium Entreprise

 

SSI Undertakings

Small Scale Industrial Undertakings

 

STT

Securities Transaction Tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TIN Tax Identification Number

TAN Tax Deduction and Collection Account Number

TRS Transaction Registration Slip

TNW Total Net Worth

UIN Unique Identification Number

u/s Under Section

UPI Unified Payment Interface

US/ United States United States of America

USD/ US$/$ United States Dollar, the official currency of the Unites States of America

Venture Capital | Venture Capital Funds as defined and registered with SEBI under Securities

Fund(s)/ VCF(s) and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as
amended from time to time.

VAT Value Added Tax

WDV Written Down Value

WEO World Economic Outlook

wef. With Effect From

WTD Whole Time Director

WTO World Trade Organization

YoY Year over year

 

TECHNICAL/ INDUSTRY RELATED TERMS

 

 

 

 

 

 

 

 

TERM DESCRIPTION
GVA Gross Value Added
IT-BPM Information Technology-Business Process Management
MICE Meetings, Incentives,Conferencing And Exhibitions
PMI Purchasing Managers’ Index
SEIS Services Exports from India Scheme

 

Notwithstanding the following:-

1. In the section titled ‘Main Provisions of the Articles of Association’ beginning on page 245 of this Prospectus,

defined terms shall have the meaning given to such terms in that section;

2. In the section titled ‘Summary of Issue Document’ beginning on page no. 13 of this Prospectus, defined terms

shall have the meaning given to such terms in that section;

3. In the section titled ‘Risk Factors’ beginning on page 21 of this prospectus, defined terms shall have the

meaning given to such terms in that section;

 
4. In the chapter titled ‘Statement of Tax Benefits’ beginning on page 78 of this Prospectus, defined terms shall
have the meaning given to such terms in that section;

5. In the chapter titled ‘Management’s Discussion and Analysis of Financial Conditions and Results of
Operations’ beginning on page 176 of this Prospectus, defined terms shall have the meaning given to such
terms in that section; and

6. In the section titled ‘Restated Financial Statement’ beginning on page 149 of this Prospectus, defined terms
shall have the meaning given to such terms in that section.

10
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

In this Prospectus, the terms “we”, “us”, “our”, the “Company”, “our Company”, “Party Cruisers Limited” and/or
“PCL” and/or “Party Cruisers”, unless the context otherwise indicates or implies, refers to Party Cruisers Limited.

All references in this Prospectus to “India” are to the Republic of India. All references in the Prospectus to the
“U.S.”, “USA” or “United States” are to the United States of America. Unless stated otherwise, all references to
page numbers in this Prospectus are to the page numbers of this Prospectus.

Financial Data

Unless stated otherwise, the financial data which is included in this Prospectus is derived from our restated/ audited
financial statements for period ended September 30,2020 and the financial years ending on March 31, 2020, 2019
and 2018prepared in accordance with Indian GAAP, Accounting Standards, the Companies Act, 2013(Such
provisions of the Companies Act, 1956 which were in force as on date) and restated financial statements of our
company prepared in accordance with the SEBI ICDR Regulations and the Indian GAAP which are included in this
Prospectus, and set out in the section titled ‘Financial Statements’ beginning on page 149 of this Prospectus.

Our Financial Year commences on April 1“ of each year and ends on March 31* of the following year, so all
references to a particular Financial Year are to the (12) twelve-month period ended March 31* of that year. In this
Prospectus, discrepancies in any table, graphs or charts between the total and the sums of the amounts listed are due
to rounding-off. Further, figure represented in the BRACKET or with the sign “ - ” indicates NEGATIVE data in
this Prospectus in relation to our Company and Industries. There are significant differences between Indian GAAP,
IFRS and U.S. GAAP. Our Company has not attempted to explain those differences or quantify their impact on the
financial data included herein, nor do we provide a reconciliation of our financial statements to those under U.S.
GAAP or IFRS and the investors should consult their own advisors regarding such differences and their impact on
the financial data. Accordingly, the degree to which the restated financial statements included in this Prospectus will
provide meaningful information is entirely dependent on the reader's level of familiarity with Indian accounting
practices/ Indian GAAP, the Companies Act and the SEBI Regulations. Any reliance by persons not familiar with
Indian accounting practices on the financial disclosures presented in this Prospectus should accordingly be limited.

Any percentage amounts, as set forth in the chapters titled ‘Risk Factors’, ‘Business Overview’ and ‘Management's
Discussion and Analysis of Financial Conditions and Results of Operations’ beginning on page 21, 95 and 176,
respectively, of this Prospectus and elsewhere in this Prospectus, unless otherwise indicated, have been calculated
on the basis of our restated financial statements prepared in accordance with Indian GAAP, the Companies Act and
SEBI ICDR Regulations.

Currency and Units of presentation

In this Prospectus, unless the context otherwise requires, all references to;

+ ‘Rupees’ or ‘Rs.’ or ‘INR’ or ‘%’are to Indian rupees, the official currency of the Republic of India.

+ ‘US Dollars’ or ‘USS’ or ‘USD’ or ‘$’ are to United States Dollars, the official currency of the United States of
America.

All references to the word “Lakh/Lakhs or Lac” means “One Hundred Thousand”, the word “Crore/Crores” means
“Hundred Lakhs”, the word “Million (million) or Mn” means “Ten Lakhs”, the word “Crores” means “Ten Million”
and the word “Billion (bn)” means “One Hundred Crores”.

Industry and Market Data

Unless stated otherwise, industry data used throughout this Prospectus has been obtained or derived from industry
and government publications, publicly available information and sources. 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 our Company
believes that industry data used in this Prospectus is reliable, it has not been independently verified.

Further, the extent to which the industry and market data presented in the Prospectus is meaningful depends on the
reader's familiarity with and understanding of the methodologies used in compiling such data. There are no standard
data gathering methodologies in the industry in which we conduct our business, and methodologies and assumptions
may vary widely among different industry sources.

11
FORWARD LOOKING STATEMENT

All statements contained in this Prospectus that are not statements of historical facts constitute ‘forward looking
statements’. All statements regarding our expected financial condition and results of operations, business, objectives,
strategies, plans, goals and prospects are forward-looking statements. These forward- looking statements include
statements as to our business strategy, our revenue and profitability, planned projects and other matters discussed in
this Prospectus regarding matters that are not historical facts. These forward looking statements and any other
projections contained in this Prospectus (whether made by us or any third party) are predictions and involve known
and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to
be materially different from any future results, performance or achievements expressed or implied by such forward-
looking statements or other projections.

These forward looking statements can generally be identified by words or phrases such as “will”, “may”, “aim”, “is

likely to result”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”,
“contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or
variations of such expressions. Similarly, statements that describe our objectives, strategies, plans or goals are also

forward looking statements.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions that could
significantly affect our current plans and expectations and our future financial condition and results of operations.
Important factors that could cause actual results to differ materially from our expectations include but are not limited
to the followings:

* General economic and business conditions in the markets in which we operate and in the local, regional and
national and international economies;

* Our ability to successfully implement our growth strategy and expansion plans, technological initiatives, and to
launch and implement various projects and business plans for which funds are being raised through this Issue;

* Our ability to respond to technological changes;

* Our ability to attract and retain qualified personnel;

* Our ability to meet our capital expenditure requirements;

+ Fluctuations in operating costs and impact on the financial results;

+ The effect of wage pressures, seasonal hiring patterns and the time required to train and productively utilize new
employees;

* General social and political conditions in India which have an impact on our business activities or investments;

* Potential mergers, acquisitions restructurings and increased competition;

* Occurrences of natural disasters or calamities affecting the areas in which we have operations;

* Market fluctuations and industry dynamics beyond our control;

* Changes in the competition landscape;

* Our ability to finance our business growth and obtain financing on favorable terms;

* Our ability to manage our growth effectively;

* Our ability to compete effectively, particularly in new markets and businesses;

* Changes in government policies and regulatory actions that apply to or affect our business;

+ Developments affecting the Indian economy; and

+ Inability to meet our obligations, including repayment, financial and other covenants under our debt financing
arrangements.

For a further discussion of factors that could cause our current plans and expectations and actual results to differ,
please refer to the chapters titled ‘Risk Factors’, ‘Business Overview’ and ‘Management’s Discussion and
Analysis of Financial Conditions and Results of Operations’ beginning on page 21,95 and 176, respectively of
this Prospectus.

Forward looking statements reflects views as of the date of this Prospectus and not a guarantee of future
performance. By their nature, certain risk disclosures are only estimates and could be materially different from what
occurs in the future. As a result, actual future gains or losses could materially differ from those that have been
estimated. Neither our Company, our Directors nor the Lead Managers, nor any of their respective affiliates or
associates have any obligation to, and do not intend to, update or otherwise revise any statements reflecting
circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying
assumptions do not come to fruition. In accordance with SEBI requirements, our Company and the Lead Manager
will ensure that investors in India are informed of material developments until the listing and trading permission is
granted by the Stock Exchange(s).

12
SECTION II - SUMMARY OF THE ISSUE DOCUMENT
Overview of the Industry
SERVICE SECTOR -GLOBAL VIEW

It took centuries for the world’s economies to shift from agriculture to manufacturing, but the rise of the services
sector is occurring more quickly. The world is in the midst of a radical shift, with the share of total output—world
GDP—accounted for by services experiencing a sharp increase in almost all countries. Indeed, a few countries, such
as India and Sri Lanka, have broken the historical convention by heading straight to services without developing a
significant manufacturing sector at all. This growth in services has likely transformed not only the composition of
the world’s economic production and employment, but potentially global trading patterns over the past few decades.

Services dominate in output, value added, and employment

The relationship between services growth and overall economic growth has become stronger in the past two decades
as services’ average contribution to GDP and value added has increased. In 2015, services’ value added accounted
for 74 percent of GDP in high-income countries, up from 69 percent in 1997. The contribution of services’ value
added to GDP was higher in the United States than among its peer high-income nations. The increase in services”
share of GDP was even more prominent in low- and middle-income countries, where it jumped to 57 percent in
2015 from 48 percent in 1997. With services contributing more to output, the corresponding contributions of
industry and agriculture to GDP declined; the share of manufacturing fell the most during this period.

Source:https://www2.deloitte.com/insights/us/en/economy/issues-by-the-numbers/trade-in-services-economy-
growth.html

 

SERVICE SECTOR IN INDIA
Introduction

The services sector is not only the dominant sector in India’s GDP, but has also attracted significant foreign
investment flows, contributed significantly to exports as well as provided large-scale employment. India’s services
sector covers a wide variety of activities such as trade, hotel and restaurants, transport, storage and communication,
financing, insurance, real estate, business services, community, social and personal services, and services associated
with construction.

Market Size

The services sector is the key driver of India’s economic growth. The sector has contributed 57.12 per cent of
India’s Gross Value Added at current price in H1 2018-19. Net service exports stood at US$ 38.95 billion in H1
2018-19 (P).Nikkei India Services Purchasing Managers’ Index (PMI) stood at 53.7 in November 2018. The
expansion in November 2018 was marked with boost in output, the strongest since July 2018.

Source: https://www.ibef.org/industry/services/showcase
INTRODUCTION TO EVENT MANAGEMENT

Event management is the application of project management to the creation and development of large-scale events
such as festivals, conferences, ceremonies, weddings, formal parties, concerts, or conventions. It involves studying
the brand, identifying its target audience, devising the event concept, and coordinating the technical aspects before
actually launching the event.

The process of planning and coordinating the event is usually referred to as event planning and which can include
budgeting, scheduling, site selection, acquiring necessary permits, coordinating transportation and parking,
arranging for speakers or entertainers, arranging decor, event security, catering, coordinating with third party
vendors, and emergency plans. Each event is different in its nature so process of planning & execution of each event
differs on basis of type of event.

13
The events industry now includes events of all sizes from the Olympics down to business breakfast meetings. Many
industries, charitable organizations, and interest groups hold events in order to market themselves, build business
relationships, raise money, or celebrate achievement.

Source:https://www.prnewswire.com/news-releases/event-management-as-a-service-market-to-grow-at-a-cagr-of-
11-6-during-the-period-2018-2022-radiant-insights-inc--849974775.html

 

 

GROWTH OF EVENT MANAGEMENT INDUSTRY IN INDIA
Revenue of the organized events industry has increased to INR 5,631 Crores.

i) Industry has been growing at 15% CAGR for the last five years

ii) This is slightly faster than the 11-13% CAGR of the Indian M&E industry

iii) The industry is on track to reach USD1bn by 2017-18

iv) The expected growth rate of the industry will be 16% over the next few years, which can therefore take the size
to over INR 10,000 cr by 2021

This value represents the revenue of ‘organized’ events and activation agencies and does not include the multitude
of ‘unorganized’ event companies spread across the country. The size estimate also does not include the value of
telecast rights of events (unless owned by an events and activation management company) the value of meetings,
incentives, conferencing and exhibitions (MICE) conducted by pure travel companies, value of IP not owned by
event companies and properties managed by in-house activation teams of advertisers, and the unorganized events
segment.

Source:https://www.ey.com/Publication/vwLUAssets/ey-experience-next/$FILE/ey-experience-next.pdf

 

WEDDING INDUSTRY IN INDIA

Wedding industry of India is at its peak today and the overall definition of wedding has been completely
transformed. With rising competition in the recession proof industry, the number of wedding planners in India has
drastically increased. The wedding planning industry has been driven due to reasonable demand owing to their
professionalism and precision with which they make the entire process simple. During FY’2010-FY°2015, the
wedding planning market grew at a CAGR of 9.9% during the respective period.

According to the Ken Research report Wedding planners charge approximately 10%-15% of the wedding budget as
their consultation fees. Floral arrangements with marigold were the traditional trends. Now day’s floral theme with
varied flowers of different colours has become the recent trend. This has been followed by beach weddings in Goa
and Kerala costing the overall wedding within the range of INR 50 lakhs to INR 1.5 crores which are usually
preferred by elite and high income group. Destination places such as Singapore and Bali are also witnessing a
gradual uptrend in demand. Wedding planners also reach out with their services in the palaces and forts of Rajasthan
specifically in cities like Udaipur, Jaisalmer and Jodhpur. Palatial locations have been the most exotic venue for
weddings which charge INR 10,000-12,000 per person leading to mounting INR 15 lakhs -20 lakhs expenditure on
just food and catering services.Neemrana Fort located nearby Gurgaon is a beautiful place and pleasant wedding
destination that strikes a balance between modernity and Indian customs and rituals. Wedding planners have been
the most popular amongst the Hindu Religion. In FY’2015, majority of the Hindus approached to wedding planners.
The wedding planning industry in India has been highly competitive. India wedding planner industry has been
dominated by companies such as Fern N Petals and L’amore Weddings that place greater focus on planning a
wedding since it is difficult for the family members alone to conduct the entire cumbersome process.

India wedding planner industry has seen significant growth over the past five years. It has been anticipated to grow
to INR 1.6 trillion by FY’2020 thereby displaying a CAGR of over 10% during FY’2016-FY’2020.Ken Research
announced its latest publication on “India Wedding Market Outlook to 2020-Focus on Online Matchmaking and
Wedding Planning Segment which provides a comprehensive analysis of the Wedding Industry in India. The report
covers various aspects such as market size of Wedding planning Market, segmentation by location of weddings,
budget of weddings, and pricing packages. The report also provides competitive landscape and profile of major
players operating in wedding planning market in India. The future analysis of overall wedding planning market and
by segments has also been discussed in each of the sub segment.

Source: https://www.forevernews.in/india-wedding-planning-market-is-expected-to-reach-inr-1-6-trillion-by-2020-
ken-research-45646

 

14
For more information on the Industry our Company is in, please refer to chapter titled “Industry Overview” on page
no. 81 of this Prospectus.

Overview of the Business

Our Company was originally incorporated as Party Cruisers Private Limited on December 02,1994 under the
Companies Act, 1956 vide certificate of incorporation issued by the Registrar of Companies, Maharashtra.
Subsequently, the name of the company was changed from “Party Cruisers Private Limited” to “Party Cruisers
Limited” under the Companies Act, 2013 pursuant to a special resolution passed by our shareholders at the EGM
held on September 03, 2013 and had obtained fresh certificate of incorporation dated November 13, 2013 issued by
the Registrar of Companies, Maharashtra. The CIN of the Company is U63040MH1994PLC083438.

Party Cruisers Limited came (PCL) into existence in 1994. Since incorporation, our Company specializes in
Wedding Management and Events Management Business wherein we offer all of our clients a complete variety of
wedding and event facilities. Our Wedding Management Services range from pre-wedding, during wedding and post
wedding events like in-house designing, designation wedding event décor etc. Our Event Services range from
planning & marketing to production and décor etc.

As a Wedding and Events Management, we work on the initial conception (pre-event publicity, venue research &
booking, transport), to turnkey production (set-up, on-site management, staffing, stage designing, entertainment), to
post-event support (final material distribution, delegate attendance assessment, post-event report) — we take care of
everything.

Our company is promoted by Mr. Zuzer H. Lucknowala and Mrs. Rachana Z. Lucknowala. Our individual
promoters manage and control the major affairs of our business operations. Through their combined 50 plus years of
experience, industry knowledge and understanding, our company has a competitive advantage over the our
competitors which enables us to expand our geographical and customer presence in existing as well as target
markets, while exploring new growth avenues.

Party Cruiser through its 26 years of growing has earned a reputation among its clients by winning several accolades
and client appreciation that testify our commitment levels and effective deliveries of good work.

For more information on our Company’s business, please refer to chapter titled “Business Overview” on page no. 95
of this Prospectus.

Names of the Promoters

As on date of this Prospectus, our Promoters are Mr .Zuzer Hatim Lucknowala and Mrs. Rachana Zuzer
Lucknowala.

Size of the Issue

Our Company is Proposing an Fresh Initial Public Offer/Issue Of 15,20,000 Equity Shares Of Face Value Of = 10/-
Each (“Equity Shares”) Of Party Cruisers Limited (“ Our Company” Or “The Issuer”) For Cash At A Price % 51/-
Per Equity Share (Including A Share Premium Of % 41/- Per Equity Share) (“Issue Price”) Aggregating To & 775.20
Lakhs (“The Issue”), Of Which 76,000 Equity Shares Of Face Value Of % 10/- Each For A Cash Price Of € 51/- Per
Equity Share, Aggregating To % 38.76 Lakhs Will Be Reserved For Subscription By Market Maker (“Market Maker
Reservation Portion”). The Issue Less the Market Maker Reservation Portion I.E. Issue Of 14,44,000 Equity Shares
Of Face Value Of € 10/- Each At An Issue Price Of % 51/- Per Equity Share Aggregating To = 736.44 Lakhs (Is
Hereinafter Referred To As The “Net Issue”). The Issue And The Net Issue Will Constitute 27.14%And 25.79%,
Respectively Of The Post Issue Paid Up Equity Share Capital Of Our Company.

Objects of the Issue
Fresh Issue- Our Company intends to make a Fresh Initial Public Offer/ Issue of 15,20,000 Equity Shares of our

Company at an Issue Price of Rs.51/- per Equity Share. The Net Proceeds from the Fresh Issue are proposed to be
utilized by our Company for the following objects:

15
 

 

 

 

 

Particulars Amount(Rs, In Lakhs)
Gross Proceeds from the Issue 775.20
Less: Issue related expenses (55.00)
Net Proceeds 720.20

 

 

 

We intend to utilize the above proposed net proceeds in the manner set forth below:
(Rs. In Lakhs)

 

 

 

 

 

 

Sr. No. Particulars Amount % of the Gross Proceeds
1. Expansion of Business through strategic investment 340.00 43.86
2. Additional Working Capital 350.00 45.15
3) General Corporate Expenses 30.20 3.90
Total 720.20 92.91

 

 

 

 

 

Offer For Sale-There is no Offer for Sale as Our Company is making only a Fresh Initial Public Offer/Issue.

For detailed information on the “Objects of the Issue”, please refer to chapter titled “Objects of the Issue” on page
no. 70 of this Prospectus.

Pre-Issue Shareholding of the Promoter and Promoter Group

The aggregate shareholding of Our Promoters and Promoter Group before the Issue is set forth below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Issue Post-Issue
; Asa % of F Asa % of
Sr. No. | Name of the Shareholders Mespe aed preieued No. ce Post. Issue
Capital Capital

A Promoters
ty Mr. Zuzer Hatim Lucknowala 19,31,607 47.34 19,31,607 34.49
a Mrs. Rachana Zuzer Lucknowala 19,15,893 46.96 19,15,893 34.21

Total (A) 38,47,500 94.30 38,47,500 68.71
B Promoter Group & Relatives
1; Mr. Armaan Zuzer Lucknowala 1,37,700 3.38 1,37,700 2.46
x Mr. Firoz Hatim Lucknowala 15,000 0.37 15,000 0.27
3. Mr. Elyas Hatim Lucknowala 15,000. 0.37 15,000 0.27
4, Ms. Muskaan Elyas Lucknowala 16,200 0.40 16,200 0.29
5 Ms. Mehak Elyas Lucknowala 16,200 0.40 16,200 0.29
6. Ms. Zainab Firoz Lucknowala 16,200 0.40 16,200 0.29
Zz Ms. Alefiya Firoz Lucknowala 16,200 0.40 16,200 0.29

Total (B) 2,32,500 5.70 2,32,500 4.15
c Other Associates Acting in . . . .

Concert

Total (C) - _ - -
D TOTAL (A+B+C) 40,80,000 100.00 40,80,000 72.86

 

 

 

 

 

 

 

For further details relating to the allotment of Equity Shares to our Promoters and Promoter Group members, please
refer to the chapter titled ‘Capital Structure’ beginning on page no. 56 of this Prospectus.

Financial Information

The following tables set forth details the financial information as per the Restated Audited Financial Statements for
the period ended September 30,2020 and financial year ended on March 31, 2020, 2019 and 2018.

For detail information, please refer to the chapters and notes mentioned therein titled ‘Restated Financial

Statement’ and ‘Management's Discussion and Analysis of Financial Conditions and Results of Operations’
beginning on page no. 149 and 176 respectively of this Prospectus.

16
(Rs. in Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

G *Sept. 30, As at March 31,

aaa 2020 2020 2019 2018
Share Capital 408.00 408.00 405.00 5.00
Net Worth 949.06 926.12 806.53 613.08
Total Revenue from operations 171.49 1588.58 1888.17 1535.67
Profit after Tax 22.94 100.09 193.47 147.80
EPS (in Rs.)- Basis& Diluted 0.56 2.45 4.78 295.60
NAV per equity share (in Rs.) 23.26 22.70 19.40 1226.15
Total borrowings (as per restated balance 81.55 101.42 32.66 50.44
sheet)*

*Not Annualized

Auditors’ Qualifications which have not been given effect to in the Restated Financial Statements

Independent Auditor’s Report on Restated Financial Statements is issued by M/s. Ramanand & Associates,
Chartered Accountants, Mumbai contains following Qualifications;

The Restated Financial Statements do not contain any qualification requiring adjustments by the Auditors.

Summary of the Outstanding Litigations

Except as stated below, there are no outstanding litigations against our Company, Promoters and Directors and/ or
there are no outstanding litigations filed by our Company, Promoters and Directors.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘Type of Proceedings Number of cases Amount*(in Rs. )
Cases against our Company
Criminal Proceedings - -
Direct Tax Not Ascertainable** 87,69,412
Total Not Ascertainable 87,69,412
Cases by our Company
Criminal Proceedings 5 31,36,000
Direct Tax 2 82,54,759
Total 7 1,08,21,360
Cases against our Promoters
Criminal Proceedings 1 -
Direct Tax 1 782
Total 2 782
Cases by our Promoters
Other Pending Material Litigations 1 -
Total 1 -
Cases against our Directors
Criminal Proceedings -
Direct Tax 7 5,36,182
Total 7 5,36,182

 

 

 

 

* to the extent ascertainable.
**since it includes the TDS defaults for the “prior years”

For further details in relation to legal proceedings involving our Company, Promoters, Directors and Group
Companies, please refer chapters titled “Outstanding Litigation and Material Developments” and “Risk Factors”
on page no. 188 and 21, respectively, of this Prospectus.

Risk Factors

An investment in the Equity Shares involves a high degree of risk. Potential Investors should carefully consider all
the information in this Prospectus and are advised to read the section titled “Risk Factors” beginning on page no.21

17
of this Prospectus, including the risks and uncertainties, before making/taking an investment decision in our Equity
Shares.

In making an investment decision prospective investors must rely on their own examination of our Company and the
terms of this issue including the merits and risks involved. The risks described in the said chapter are relevant to the
industries our Company is engaged in, our Company and our Equity Shares. Any potential investor in, and
subscriber of, the Equity Shares should also pay particular attention to the fact that we are governed in India by a
legal and regulatory environment in which some material respects may be different from that which prevails in other
countries.

For further details, please refer to the Section titled “Risk Factors” beginning from page no. 21of this Prospectus.

Summary of Contingent Liabilities

The details of restated summary Statement of Contingent Liabilities is as follows:
(Rs. in Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

. As on March 31,
Particulars As on Sept. 30, 2020 2020 2019 2018

Claim against company not acknowledge

as debts - - - -

in respect of Income Tax 87.69 87.69 25.71 25.71

in respect of Commercial Tax : - - -

Total 87.69 87.69 25.71 25.71
Note:
1) The figures disclosed above are based on the restated summary statement of assets and liabilities of the

Company.

2) The above statement should be read with the significant accounting policies and notes to restated summary
statements of assets and liabilities, profits and losses and cash flows appearing in Annexure’s 01, 02, 03 and 04.

For detailed information on the Contingent Liabilities on our Company, please refer “Annexure 31: Statement of
Contingent Liabilities” appearing on page 174 of this Prospectus under Chapter titled “Restated Financial
Information” beginning on Page no. 149 of this Prospectus.

Summary of Related Party Transactions

The details of restated summary Statement of Related Party Transaction is as follows:
(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. - As on March 31,
No: Particulars As on Sept. 30, 2020 2020 2019 2018
A REVENUE ITEMS :
1 Salary paid — Directors
Mr. Armaan Zuzer
A Lucknowala(Non-Executive - 13.50 18.00 7.50
Director)
B Mrs. Rachna Zuzuer Lucknowala 2.00 27.00 27.00 24.00
(Managing Director)
Mr. Zuzer Hatim Lucknowala
Cc (KMP) 2.00 27.00 27.00 24.00
2 Rent Paid
A Mrs. Rachna Zuzuer Lucknowala - 19.20 19.20 12.00
B Mr. Zuzer Hatim Lucknowala = 12.00 12.00 12.00
3 Training Fees
A Mr. Armaan Zuzer Lucknowala 58.55 42.26 30.27 .

 

 

 

 

 

 

18

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. . As on March 31,
No. Particulars As on Sept. 30, 2020 2020 2019 2018
B NON-REVENUE ITEMS :
1 Unsecured Loan payable —
Outstanding
A Mr, Armaan Zuzer Lucknowala - 5.63 - 1.40
B Mrs. Rachana Zuzuer Lucknowala iS - m
Cc Mr. Zuzer Hatim Lucknowala : 16.79 - :
2 Unsecured Loan  Receivable—
Outstanding
A Mrs. Rachana Zuzuer Lucknowala - - 0.47 0.47
B Mr. Zuzer Hatim Lucknowala = = = 4.88
Cc Mr. Armaan Zuzer Lucknowala = = 2 2
Note:

1. The figures disclosed above are based on the restated summary statement of assets and liabilities of the
Company.

2. The above statement should be read with the significant accounting policies and notes to restated summary
statements of assets and liabilities, profits and losses and cash flows appearing in Annexure’s 01, 02, 03 and 04.

For detailed information on the Contingent Liabilities on our Company, please refer “Annexure 32: Statement of
details of Related Party Transactions” appearing on page 174 of this Prospectus under Chapter titled “Restated
Financial Information” beginning on Page no. 149 of this Prospectus.

Details of Financing Arrangements

The Promoters, member of Promoter Group, the Directors of the Company which a Promoter of the Issuer, the
Director of our company and their relatives have not financed

thepurchasebyanyotherpersonofsecuritiesofourCompanyotherthaninthenormalcourseof the Business of the financing
entity during the period of six months immediately preceding the date of filing of this Prospectus.

Cost of Acquisition of Shares & Weighted Average Cost of the Shares Acquired by our Promoters
During the preceding one year from the date of the Prospectus, no shares were acquired by the promoters

Average Cost of Acquisition of Shares

The average cost of acquisition of Equity Shares by our Promoters is set forth in the table below:

 

 

 

 

Name of Promoters No. of equity share held _| Average cost of acquisition (in Rs.)#
Mr. Zuzer Hatim Lucknowala 19,31,607 1.79
Mrs. Rachana Zuzer Lucknowala 19,15,893 0.52

 

 

 

 

#The average cost of acquisition of Equity Shares by our Promoters has been calculated by taking into account the
amount paid by them to acquire, by way of fresh issuance or transfer, the Equity Shares less amount received by
them for the sale of Equity Shares through transfer, if any and the net cost of acquisition has been divided by total
number of shares held as on date of filing this Prospectus.

For further details relating to the allotment/acquisition/transfer of Equity Shares to our Promoter, please refer to the
chapter titled ‘Capital Structure’ beginning on page no. 56of this Prospectus.

19

 
Pre-IPO Placement

Our Company has not placed any Pre-IPO Placement as on date of filing this Prospectus.

Equity Shares issued for Consideration Other Than Cash

Except as mentioned below and in the notes to capital structure under point number 2(2.8) of ‘Share Capital History

of the Company’, our Company has not issued any other equity shares for consideration other than cash during last
one year preceding the date of filing this Prospectus.

For further details relating on equity shares issued for consideration other than cash, please refer to the chapter titled
‘Capital Structure’ beginning on page no. 56 of this Prospectus.

Split / Consolidation of Equity Shares

Our Company has not done any split or consolidation of Equity Shares during the last one year from the date of
filing this Prospectus.

20
SECTION III - RISK FACTORS

An investment in the Equity Shares involves a high degree of risk. You should carefully consider all the information
in this Prospectus, including the risks and uncertainties summarized below, before making an investment in our
Equity Shares. In making an investment decision prospective investor must rely on their own examination of our
Company and the terms of this issue including the merits and risks involved. The risks described below are relevant
to the industries our Company is engaged in, our Company and our Equity Shares. Any potential investor in, and
subscriber of, the Equity Shares should also pay particular attention to the fact that we are governed in India by a
legal and regulatory environment in which some material respects may be different from that which prevails in other
countries. The risks and uncertainties described in this section are not the only risks and uncertainties we currently
face. Additional risks and uncertainties not known to us or that we currently deem immaterial may also have an
adverse effect on our business. If any of the following risks, or other risks that are not currently known or are now
deemed immaterial, actually occur, our business, results of operations and financial condition could suffer, the price
of our Equity Shares could decline, and you may lose all or part of your investment. Additionally, our business
operations could also be affected by additional factors that are not presently known to us or that we currently
consider as immaterial to our operations.

This Prospectus also contains forward looking statements that involve risks and uncertainties. Our actual results
could differ materially from those anticipated in these forward-looking statements as a result of many factors,
including the considerations described below and elsewhere in this Prospectus. These risks are not the only ones
that our Company faces. Unless specified or quantified in the relevant risk factors below, we are not in a position to
quantify financial or other implication of any risks mentioned herein.

To obtain a complete understanding of our Company, you should read this section in conjunction with the chapters
titled 'Business Overview' and 'Management's Discussion and Analysis of Financial Conditions and Results of
Operations’ beginning on page 95 and 176 respectively, of this Prospectus as well as the other financial and
statistical information contained in this Prospectus. Prior to making an investment decision, prospective investors
should carefully consider all of the information contained in the section titled 'Financial Statements' beginning on
page 149 of this Prospectus. Unless otherwise stated, the financial information of our Company used in this section
is derived from our restated financial statements prepared in accordance with Indian GAAP and the Companies Act
and restated in accordance with the SEBI ICDR Regulations.

Materiality

The risk factors have been determined on the basis of their materiality. The following factors have been considered
for determining the materiality of the Risk Factors:

1. Some events may not be material individually but may be material when considered collectively.
2. Some events may have material impact quantitatively.

3. Some events may have an impact which is qualitative though not quantitative.

4. Some events may not be material at present but may have a material impact in the future.

Note:

The risk factors are as envisaged by the management along with the proposals to address the risk, if any. The
financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk
factors mentioned below. However, there are risk factors where the impact may not be quantifiable and hence the
same has not been disclosed in such risk factors. Unless otherwise stated, we are not in a position to specify or
quantify the financial or other risks mentioned herein. For capitalized terms used but not defined in this chapter,
refer to the chapter titled “Definitions and Abbreviation” beginning on page | of this Prospectus. The numbering
of the risk factors has been done to facilitate ease of reading and reference and does not in any manner indicate the
importance of one risk factor over another.

In this Prospectus, any discrepancies in any table between total and sums of the amount listed are due to rounding
off, Any percentage amounts, as set forth in “Risk Factors” and elsewhere in this Prospectus unless otherwise
indicated, has been calculated on the basis of the amount disclosed in our restated financial statements prepared in
accordance with Indian GAAP.

21
INTERNAL RISK FACTORS

RISKS RELATING TO OUR COMPANY AND BUSINESS

1.

Our business could be affected by the Covid-19 pandemic and restrictions imposed due to the pandemic.

The first case of the virus was reported in Wuhan ,China in Dec 2019 which then spread across countries
including India in the first half of 2020.The Government of India initially announced 21days lockdown
from24th March, 2020 which was later extended considering the surge in the cases. Thereafter, country began
to Unlock the economy with certain relaxations. Though the economy has reopened to some extent, the
pandemic hasn’t slowed down. With the pandemic alongside, the countries have adopted digital mode to a large
extent. Our business could be therefore affected with the events being held on digital platforms, gatherings
allowed only with limited people and other restrictions adopted to safeguard life of the people. We cannot
assure when these restrictions will be relaxed and business will commence full fledged.

Our success depends largely on our senior management and our ability to attract and retain our key
personnel.

Our success is dependent on our management team whose loss could seriously impair the ability to continue to
manage and expand business efficiently. Our success largely depends on the continued services and
performance of our management and other key personnel. The loss of service of the Key Managerial Personnel
and other senior management could seriously impair the ability to continue to manage and expand the business
efficiently. Further, the loss of any of the senior management or other key personnel may adversely affect the
operations, finances and profitability of our Company. Any failure or inability of our Company to efficiently
retain and manage its human resources would adversely affect our ability to expand our business.

One of our Key Managerial Personnel (KMP) is disqualified u/s 164 (2) of the Companies Act, 2013.

One of our KMP named Mr. Zuzer Hatim Lucknowala who is the CEO of our Company is disqualified u/s 164
(2) of the Companies Act, 2013 due to irregular filings or non-filings done by Karman Hospitality Private
Limited. Mr. Zuzer Hatim Lucknowala was a Director in Karman Hospitality Private Limited. Due to this
reason, he has resigned as a Executive Director from 01-03-2019 and has been appointed as the CEO of our
Company from 08-03-2019. For details on the same, please refer to the chapter titled “Our Management”
beginning on page no.121 of this Prospectus.

Our Company entered into 4 (Four) Franchise Agreements to expand our business. Any termination or
dispute in relation to these agreements may have an adverse effect on our business operations and results
thereof.

Our Promoters along with the Management decided to expand our business through the Franchisee model in the
year 2014. Owing to this strategy, Our Company has entered into 4 (Four) Franchise Agreements as on the date
of filing this Prospectus. For details on the same, please refer to “Party Cruiser Franchisee’s” as mentioned in
the chapter titled ‘Business Overview’ beginning on page no.95of the Prospectus. These agreements have
entered into for a year to 5 years depending on the relationship and terms & conditions as agreed between the
Franchisor and Franchise.

Any non-compliance by either the Franchisor or Franchise in relation to any period of agreement, term &
conditions, any dispute due to owing to usage of PCL brand names or any other, may result in the termination of
the agreements and consequently we lose business. This will further either lead to reduced revenues or increase
cost of operations or lose of client or cancellation of events. Further, we also cannot assure you that the
Franchise will not terminate the agreement before the expiry date of the agreement, which would require us to
either locate another franchise or negotiate the terms with the existing Franchise or execute the events at
hundred percent at our end. This may have an adverse effect on our conducting our business operations,
economics of scale and revenues.

Our Wedding planning and Management and Event Business are seasonal or cyclic in nature and expose us
to various risk which consequently affects our business if we fails in dealing with the same.

22
A seasonal business is one that is only open during certain times of the year i.e. business that produces a high
concentration of its revenue in a single season. Our Wedding Management Business is produces revenue only 4-
5 months in a year, whereas the Event business is also cyclic in nature which exposes us to financial risk. We
have to make a year’s worth of money in that short period of time. We are also exposed to Human Resource risk
as at the time of season we need to hire the employees and labour for every season.

We are dependent on our Promoter, our senior management, directors and key personnel of our Company
for success whose loss could seriously impair the ability to continue to manage and expand business
efficiently.

Our Promoter, Directors, senior management and key managerial personnel collectively have many years of
experience in the industry and are difficult to replace. They provide expertise which enables us to make well
informed decisions in relation to our business and our future prospects. For further details of our Directors and
key managerial personnel, please refer to Section “Our Management” on page 121 of this Prospectus. Our
success largely depends on the continued services and performance of our management and other key
personnel. The loss of service of the Promoters and other senior management could seriously impair the ability
to continue to manage and expand the business efficiently.

Further, the loss of any of the senior management or other key personnel may adversely affect the operations,
finances and profitability of our Company. Any failure or inability of our Company to efficiently retain and
manage its human resources would adversely affect our ability to implement new projects and expand our
business.

Our Company, Promoters, Promoter Group, Group Companies and Directors are parties to certain legal
proceedings. Any adverse decision in such proceedings may have a material adverse effect on our business,
results of operations and financial condition.

Our Company, Promoters, Promoter Group, Group Companies and Directors are parties to certain legal
proceedings. These legal proceedings are pending at different levels of adjudication before various courts,
tribunals and forums. Mentioned below are the details of the proceedings involving our Company, Promoters,
Promoter Group, Group Companies and Directors as on the date of this Prospectus along with the amount
involved, to the extent quantifiable, based on the materiality policy for litigations, as approved by the Company
in its Board meeting held on November 10, 2020.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Type of Proceedings Number of cases Amount*(in Rs. )
Cases against our Company
Criminal Proceedings - -
Direct Tax Not Ascertainable** 87,69,412
Total Not Ascertainable 87,69,412
Cases by our Company
Criminal Proceedings 5 31,36,000
Direct Tax 2 82,54,759
Total d 1,08,21,360
Cases against our Promoters
Criminal Proceedings 1 -
Direct Tax 1 782
Total 2 782
Cases by our Promoters
Other Pending Material Litigations 1 -
Total AL. :
Cases against our Directors
Criminal Proceedings -
Direct Tax 7 5,36,182
Total 7 5,36,182

 

 

 

 

* to the extent ascertainable.
**since it includes the TDS defaults for the “prior year

 

23
10.

There can be no assurance that these litigations will be decided in favour of our Company, Promoters, Promoter
Group, Group Companies and Directors and its Directors and consequently it may divert the attention of our
management and Promoters and waste our corporate resources and we may incur significant expenses in such
proceedings and may have to make provisions in our financial statements, which could increase our expenses
and liabilities. If such claims are determined against us, there could be a material adverse effect on our
reputation, business, financial condition and results of operations, which could adversely affect the trading price
of our Equity Shares. For the details of the cases filed by and against our Company, Promoters, Promoter
Group, Group Companies and Directors please refer to the chapter titled “Outstanding Litigations and
Material Developments” beginning on page no. 188 of this Prospectus.

 

Our Company doesn’t own the premises where its registered and corporate office is situated, and leave &
license agreement have been executed for the same. Any termination or dispute in relation to this lease/
rental agreement may have an adverse effect on our business operations and results thereof.

Our Registered office is situated at 303/304/305, Simran Plaza, Khar 4th Road, Next to Regal Enclave Hotel,
Khar (West), Mumbai — 400 052, Maharashtra, India, is a leased premises which we have been taken for 2 years
on lease beginning from 01-04-2020 which is owned by Mrs. Rachana Zuzer Lucknowala, who is one the
Promoters of our Company.Our business operations are also conducted from the said premise. As per the leave
& license agreement, the lease is for a period of 2 years and any non-compliance by us in relation to any term
of lease may result in the termination of the leave & license agreement and consequently we have to vacate the
said premises. We also cannot assure you that lessor will not terminate the leave & license agreement, which
would require us to locate to another premise and may have an adverse effect on our conducting our business
operations.

Our Company is yet to decide on the strategic investment model through which our Management shall
expand its current business mentioned and as specified in the Objects of the Issue. Any delay in making or
executing the strategic investment model shall lead to loss of opportunity for expansion through the best
struck strategic investment model thereby resulting in reduced revenues.

Although, the Management of our Company looks forward for expansion either through Acquisition Model and/
or Joint Venture Mode and/ or Partnership Model apart from the other available expansion models such as
Merger Model, Substantial Investment Model and Franchisee Model as detailed our in the “Objects of the
Issue” beginning on page no. 70 of this Prospectus, our Management is yet to finalize any strategic investment
model through which it shall expand its current business and/ or identify any prospective seller(s) through
whom potential strategic investment or initiative can/shall be entered into and/ or through it can strike a
prospective deal(s) for expansion. Further, Our Company has not yet entered into any definitive agreement(s) or
signed any commercial contracts, negotiations and other terms and conditions with the prospective seller(s).

Any delay in finalizing or executing any strategic investment model(s) or identifying any prospective seller(s)
or delay in entering and executing the agreement or delay in negotiating the value and other terms and
conditions between us and the prospective seller(s), shall affect and delay our expansion plan, growth and
success which would impact our revenue and profitability in the long run. This may also lead us to losing out on
the early advantages of expansion such as loss of operational synergies, loss of catering to remote locations in
India and Aboard, loss of clients etc. Further, even if our Company finalizes the strategic investment model(s)
or identifies the prospective seller(s), we cannot assure that the decided model would be implemented on time
and or the identified seller(s) back offs or changes his mind and any other delay in implementation would also
have adverse effect on our financial condition and access to capital and thereby affect results of operations and
loss of resources.”

Our intellectual property rights may be infringed upon or we may infringe the intellectual property rights of

third parties.
yvVae.
We have been using our 3 registered Trademark Sveed and word mark “Vivaah” to conduct our

business. However, there is no assurance that our Trademark will not be infringed upon. Depending on whether
we are able to discover any such infringement of our Trademark or successfully enforce our legal rights in the
jurisdictions where such infringements may occur, our business and branding may suffer as a result of any
misuse of our trademark. In such circumstances, our reputation and business may be adversely affected. Further,
if we decide to pursue action against such infringements to protect our reputation, it could result in diversion of

24
11.

11.

our resources and our financial results may be adversely affected. Similarly, we may also infringe the
intellectual property rights of third parties in the use of our Trademark in our operations. Although we are not
aware of any such infringement by us, there is no assurance that we will not infringe or have not infringed the
intellectual property rights of any third party. In the event of any such infringement, we may be subject to our
claims or actions and our business, reputation, financial condition and results of operations may be adversely
affected.

Further, the above registered Trademark and word marks is registered under the name of Party Cruisers Private
Limited. Our Company is yet to make an application for changing the name from “Party Cruisers Private
Limited” to “Party Cruisers Limited”. While filing the application for change of name, if the same is not
accepted or if there are oppositions filed against the trademark application if any, are successful, our company
may lose the statutory protection available to it under the Trade Marks Act, 1999 for such trademarks there
affecting our business, reputation, financial condition and results of operations

Our company has not registered 3 of its Trade Marks including the name and logo of our Company. The
company in future may register it depending on the future requirements. Any delay in making an application
and/or granting registration or in obtaining registration could result in loss of brand equity and the
company’s right to use the said brand.

The company is required to make an application to the Trade Mark Registry, Mumbai to register its 3 brands out
of the 4 brands including the company name and logo. However, our company has not made application for
registration of its trademarks. The company depending on the future requirements may make an application to
the Trade Mark Registry, Mumbai to register its brand/logo. While filing application for registration if the same
is not accepted or if there are oppositions filed against the trademark application if any, are successful, our
company may lose the statutory protection available to it under the Trade Marks Act, 1999 for such trademarks.
For further details please refer to the chapter titled ‘Government and Other Approvals’ beginning on page
no.193 of the Prospectus.

Some of our corporate records including forms filed with the Registrar of Companies are not traceable.

Our Company was incorporated as a private limited company in the year 1994 under the provisions of the
Companies Act, 1956. Online filing of RoC documents was initiated in the year 2006 and all forms prior to the
said year were physically filed, hence certain forms pertaining to the initial years of the Company could not be
retrieved from the office of Registrar of Companies, Mumbai. Based on the First Information Report (FIR) filed
by the Company at Khar Police Station in Mumbai Region on April 06, 2019, documents/minutes/records/
books and papers related to statutory books from 1994 till 2012 were lost in transit and due to the office being
infested with termites, the documents/minutes/records/ books and papers related to statutory books from 2013
till 2017 have been destroyed. As such under the circumstances elaborated above, our Company cannot assure
you that the filings were made in a timely manner or the information gathered through other available
documents of the Company are correct. Our Company may not be in a position to attend and / or respond
appropriately to any legal or business matter due to lack of lost / destroyed records and to that extent the same
could adversely affect our Company & its operations.

12. Certain agreements may be inadequately stamped or may not have been registered or may not have

necessary disclosure as a result of which our operations may be adversely affected.

Few of our agreements may not be stamped adequately or registered or may not have not the necessary
disclosures. The effect of inadequate stamping is that the document is not admissible as evidence in legal
proceedings and parties to that agreement may not be able to legally enforce the same, except after paying a
penalty for inadequate stamping. The effect of non-registration, in certain cases, is to make the document
inadmissible in legal proceedings. Any potential dispute due to non-compliance of local laws relating to stamp
duty and registration may adversely impact the operations of our Company. Further, effect of non-disclosure of
certain necessary points as required under the Contract Act, 1872 (as amended from time to time) and/ or under
any other law, rules, regulations, in certain cases, is to make the document inadmissible in legal proceedings.
Any potential dispute due to non-disclosure of necessary points/ rules/regulations/ law relating to Contract Act,
1872 (as amended from time to time) and/ or under any other law, rules, regulations may adversely impact the
operations of our Company.

25
13. We operate in a highly competitive and fragmented industry with low barriers to entry and may be unable to
compete successfully against existing or new competitors, particularly in the unorganized segment.

The Wedding and Event Management Industry is highly fragmented and competitive. We compete in national
and regional markets. We face competition from various regional and global players. Price competition in the
industry is intense. We expect that the level of competition will remain high, which could directly impact the
size of our workforce and therefore potentially limit our ability to maintain or increase our market share or
profitability. Our continued success depends on our ability to compete effectively against our existing and
future competitors. With the potential influx of new competitors, our ability to retain our existing clients and to
attract new clients is critical to our continued success. As a result, there can be no assurance that we will not
encounter increased competition in the future. Nor can there be any assurance that our Company will, in light of
competitive pressures, be able to remain profitable or, if profitable, maintain its current profit margins.

14, Changes in trends may render our current services obsolete or require us to make substantial capital
investments and hiring of people with required new skills.

Like every industry our industry is also prone to changes due to new trends and preferences of our customer
base. These changes result in the frequent introduction of new business process, new designs and significant
price competition. To meet our customers’ needs as well as keep pace with our competitors, we regularly update
existing business processes and develop new methods of performing the services effectively and in cost
efficient manner for our customers. If our existing business processes become obsolete and we are unable to
effectively introduce new process to perform the services we offer, our business and results of operations could
be adversely affected. Although we strive to keep our business processes in accordance with the current market
trends with the latest trends but it may still become obsolete and we may not have the resources to adequately
invest in R & D. The cost of implementing new services as well as R & D would require substantial new capital
expenditures and/or write-downs of assets and could adversely affect our business, prospects, results of
operations and financial condition.

15. We require certain approvals or licenses in the ordinary course of business and the failure to renew, obtain
or retain them in a timely manner, or at all, may affect our operations.

We require certain statutory and regulatory approvals, licenses, registrations and permissions, and applications
need to be made at the appropriate stages for our business to operate. We have obtained required license for
carrying our business activity however there can be no assurance that the relevant authorities will issue these
approvals or licenses, or renewals thereof in a timely manner, or at all. As a result, we may not be able to
execute our business plan as planned. An inability to obtain or maintain approvals or licenses required for our
operations may adversely affect our operations. Government approvals, licenses, clearances and consents are
often also subject to numerous conditions, some of which are onerous and may require significant expenditure.
Furthermore, approvals, licenses, clearances, and consents covering the same subject matter are often required
at State Government levels. If we fail to comply, or a regulator claims that we have not complied, with these
conditions, we may not be able to commence or continue with work. For further information on various
approvals or licenses required in connection with our operations, please see the section entitled “Government
and other Statutory Approvals” on page no.179 of this Prospectus.

16. We depend on skilled personnel and if we are unable to recruit and retain skilled personnel, our ability to
operate or grow our business could be affected.

Our services are skilled and creative manpower intensive and we engage a considerable number of skilled
personnel every year to sustain our growth. Further, we spend significant time and resources in training the
manpower we hire. Our success is substantially dependent on our ability to recruit, train and retain skilled
manpower. High attrition and competition for manpower may limit our ability to attract and retain the skilled
manpower necessary for our future growth requirements. We cannot assure you that skilled manpower will
continue to be available in sufficient numbers suitable to our requirements or that we will be able to grow our
workforce in a manner consistent with our growth objectives, which may affect our business, financial
condition, results of operations and prospects.

17. Any deficiency in our services could make our Company liable for client claims, which in turn could affect
our Company’s results of operations.

26
Our Company is bound by the terms and conditions as placed before its clients. There are no specific
regulations governing the supply of the same, other than the general law of contracts. Any claims made by these
clients for deficiency in our services, would be subject to these terms and conditions, which are in the nature of
normal contractual obligations in India. Any violation of these obligations could impact our Company‘s results
of operations.

18. Any inability on our part to maintain quality standards could adversely impact our business, results of
operations and financial condition.

Quality of services is a vital element for our sector. We provide distinguished services to a variety of customers
which provides us a safeguard against the change of trend with any type of customer as our operational cash
influxes get balanced with other type of our customer base. Any rapid change in our customers’ expectation on
account of changes in technology or introduction of new kind of services or any other reason and failure on our
part to meet their expectation could adversely affect our business, results of operations and financial condition.
Any failure on our part to successfully meet customer demand or preference may negatively affect our business,
results of operation and financial condition.

19. Negative publicity with respect to our products or the industry in which we operate could adversely affect
our business, financial condition and results of operations,

Our business is dependent on the trust our clients have in the quality of our services and products. Any negative
publicity regarding our Company, services, brand, products and industry including those arising from a drop in
quality of our services, or any other unforeseen events could affect our reputation and our results from
operations. Any damage to our brand or our reputation may result in withdrawal of business by our existing
clients as well as loss of new business. Furthermore, negative publicity may result in an increase in regulatory
scrutiny of industry practices as well as an increase in claims litigation, which may further increase our costs of
doing business and affect our profitability. Accordingly, any adverse effect on our brand and reputation may
have an adverse effect on our business, financial condition and results of our operations.

Also, any failure or defect in our services could result in a claim against us for damages, regardless of our
responsibility for such a failure or defect. We currently carry no services liability insurance with respect to our
services. Although we attempt to maintain quality standards, we cannot assure that all our services would be of
uniform quality, which in turn could adversely affect the value of our brand, and our sales could be diminished
if we are associated with negative publicity.

20. Our business is working capital requirements. If we are unable to generate sufficient cash flows to allow us
to make required payments on our debt or fund working capital requirements, there may be an adverse
effect on our results of operations.

Our business requires significant amount of working capital including fund requirement for payment for bulk
purchases of various products across different brands and service verticals.Hence, major portion of our working.
capital is utilized towards debtors and inventory. The results of operations of our business are dependent on our
ability to effectively manage our inventory and trade receivables. However,if our management fails to manage
our inventory or misjudges expected clients demand or shortage of materials/ products or an accumulation of
excess inventory or accurately evaluate the credit worthiness of our clients, it may lead to bad debts, delays in
recoveries and / or write-offs which could lead to a liquidity crunch, thereby adversely affecting our business
and results of operations. A liquidity crunch may also result in increased working capital borrowings
and,consequently, higher finance cost which will adversely impact our profitability.

We have a sanctioned limit for working capital of Rs. 100.00 Lakhs from the existing bankers / financial
institutions including unsecured loan from the Promoters, Directors and Relatives. Our growing scale and
expansion, if any, may result in increase in the quantum of working capital. Our inability to maintain sufficient
cash flow, credit facility and other sourcing of funding, in a timely manner, or at all, to meet the requirement of
working capital or pay out debts, could adversely affect our financial condition and result of our operations.

21. We are required to incur substantial expenditure for our business operations and if we are not able to
manage our financial requirements in the future, we may be required to obtain additional financing which
may not be on terms commercially acceptable to us.

27
We are required to incur substantial expenditure for conducting our business operations primarily in relation to
making advance payments to our suppliers for the bulk quantities of tables, chairs, candles, flowers, curtains,
decorations, cloth, stands, water fountains etc.Also, while conducting the events or prior to conducting the
events, our Company may be required to incur substantial expenditure for certain regulatory and legal fees for
obtaining municipal permissions and clearance for other government authority. This expenditure may differ
from client to client and from event to event as our clients may be based in various parts of the country. Further,
there may be other day to day miscellaneous expenses to be incurred by our company. The actual amount and
timing of our future capital requirements may differ from estimated requirements as a result of, amongst other
things, unforeseen delays in obtaining orders, confirmation of required products and brands from our suppliers,
price fluctuations in various products and brands, changes in business plans due to prevailing economic
conditions, unanticipated expenses and regulatory changes in the States of our trade. If we are not able to
manage our financial requirements from our internal accruals in the future, we may be required to seek
additional debt or equity financing. Additional debt financing could increase our interest costs and require us to
comply with various restrictive covenants that are generally part of such financing agreements. Additional
equity financing could dilute our earnings per Equity Share and your interest in the Company, and could
adversely impact the price of our Equity Share.

Our ability to obtain additional financing on favourable terms, if at all, will depend on a number of factors. We
cannot assure you that we will be able to raise additional financing on acceptable terms in a timely manner or at
all which could adversely impact our planned capital expenditure and our business.

22. We are involved in high volume — low margin business. Any disruption in our turnover or failure to
regularly grow the same may have a material adverse effect on our business, results of operations and
financial condition.

As on the date of filing this Prospectus, our company having a year-on-year growth. However, our inability to
maintain and regularly grow our turnover and effectively execute our key business processes could lead to
lower profitability and hence adversely affect our operating results and financial conditions. Due to the nature
and varied categories of the wedding and events services, we may not be able to charge higher margins for our
services. Hence, our business model is heavily reliant on our ability to effectively increase sale of valuable
services and business products and / or grow our turnover and manage our key processes including but not
limited to order procurement, timely execution of our services, effectively monitoring the deliverables and
continuous cost control of non-core activities. The table below gives details of our operating margins and net
profit margin based on restated financials.

(Rs. in Lakhs)

 

 

 

 

 

 

6 As on Sept. 30, As on March 31
Bs 2020 2020 2019 2018
Total Income 171.49 1,588.58 1,888.17 1,535.67
PAT as a % of the Total Income 13.38 6.30 10.25 9.62

 

 

 

 

 

Our growth strategy is subject to and involves risks and difficulties, many of which are beyond our control and,
accordingly, there can be no assurance that we will be able to implement our strategy or growth plans, or
complete them within the timelines. Further, we operate in a dynamic industry, and on account of changes in
market conditions, industry dynamics or changes and any other relevant factors, our growth strategy and plans
may undergo changes or modifications, and such changes or modifications may be substantial, and may even
include limiting or foregoing growth opportunities if the situation so demands. For further details regarding the
discussions and explanations of our results, please refer “Management’s Discussions and Analysis of
Financial Condition and Results of Operations” on page no. 176 of this Prospectus.

23. Delay in schedule of implementation of expanding our business through the Strategic Investment may
subject our Company to risks related to time and cost overrun which may have a material adverse effect on
our business, results of operations and financial condition.

Our Company is currently proposed to expand our current businesses through a mix strategic investments. For
further details regarding to our proposed expansion, please refer the chapter titled "Objects of the Issue" on page
no.70of this Prospectus.

28
We may face risks relating to the expansion and strategic investments such as finding a suitable investment
option, time frame for expansion and investments, deriving at the suitable amount for expansion and
investments, quality of services, meeting the requirement of expansion plans etc. Any failure or delay or
changes in the above and changes in the general economic and financial conditions in India, may affect our
expansion plans thereby stagnating our business growth and revenues.

Further, we have limited control over the timing, response and quality of services from either the third party
and/or consultants appointed by us, and we may be required to incur additional unanticipated costs to remedy
any defect or default in their services to ensure that the planned timelines are adhered to. Further as and when
we execute our expansion plan, our requirements and costs as well as our staffing requirements and employee
expenses may increase and we may face other challenges in extending our financial and other controls to our
unit managing our consequent growth.

In the event that the risks and uncertainties discussed above or any other unanticipated risks, uncertainties,
contingencies or other events or circumstances limit or delay our efforts to use the Net Proceeds to achieve the
planned growth in our business, the use of the Net Proceeds for purposes identified by our management may not
result in actual growth of our business, increased profitability or an increase in the value of your investment in
our Equity Shares.

24, We may not be successful in implementing our business strategies.

The success of our business depends substantially on our ability to implement our business strategies effectively
or at all. Even though we have successfully executed our business strategies in the past, there is no guarantee
that we can implement the same on time and within the estimated budget going forward, or that we will be able
to meet the expectations of our targeted customers. Changes in regulations applicable to us may also make it
difficult to implement our business strategies. Failure to implement our business strategies would have a
material adverse effect on our business and results of operations.

25. Our insurance coverage has expired and are yet to be renewed.

As on the date of this Prospectus, various insurance coverages which we had taken has been expired and we are
yet to renew the policies. We will apply for the renewal of our insurance coverage in the normal course of our
business, but we cannot assure you that such renewals will be granted in a timely manner, at acceptable cost or
at all. To the extent that we suffer loss or damage, or successful assertion of one or more large claims against us
for events for which we are not insured, or for which we did not obtain or maintain insurance, or which is not
covered by insurance, exceeds our insurance coverage or where our insurance claims are rejected, the loss
would have to be borne by us and our results of operations, financial performance and cash flows could be
adversely affected. We believe that the insurance coverage once renewed will protect our products/ business and
from any damages or losses that we may suffer in the future. Further, our insurance coverage would be
reasonably adequate to cover the normal risks associated with the operation of our businesses. However, we
cannot assure you that any claim under the insurance policies maintained by us will be honored fully, in part or
on time, or that we have taken out sufficient insurance to cover all our losses once it is renewed.

26. We are dependent upon key suppliers for supplying the products and any disruption in their supply could
disrupt our business and adversely affect our financial results.

For financial year ending September 30, 2020, our top 10 suppliers have accounted approximately 18.50% of
our total purchases/ cost of goods, respectively. We purchase our products from various suppliers on either pre-
agreed rates or flexible rates linked to the prevailing market benchmark. However, we do not enter into any long
term agreements with our suppliers and our arrangements with them are on short-term and spot basis. Hence,
there is no assurance that in future also we will be able to source our products on timely basis and execute our
orders on time or find alternative resources to source our products. Further, if we are unable to source our
products at commercially acceptable prices, or at all, it may affect our ability to fulfill our supply commitments,
or to fulfill them in an economical manner, which will have an adverse effect on our business, financial
condition and results of operations.

29
27. Failure to manage our inventory could have an adverse effect on our net sales, profitability, cash flow and
liquidity.

For our business operations, our results of operations are dependent on our ability to effectively manage our
inventory. To effectively manage our inventory, we must be able to accurately estimate client's demand and the
set-up/ event requirements and purchase new inventory accordingly. If our management misjudges the expected
client’s demand and the set-up/ event requirements, it could adversely impact the results by causing either a
shortage of merchandise or an accumulation of excess inventory. Further, if we fail to maintain or obtain the
necessary inventory we purchase, we may be required to recycle or throw or destroy our inventory, which
would have an adverse impact on our income and cash flows.

28. Our Company might be unable to meet certain delivery obligations including timelines of delivery, due to
which, it could become liable to claims by customers, suffer adverse publicity and incur substantial costs,
which in turn could adversely affect our results of operations.

Being in the service industry of managing wedding and events, it becomes critical that our operations run on
scheduled time lines so that the weddings and events are executed as per the clients schedule and expectations.
Any failure or defect or delay in services could result in a claim against us for substantial damages, regardless
of our responsibility for such a failure or defect or delay. Our Company has commitments for safe and timely
delivery of the services and products. Any failure to meet the scheduled timelines set by our clients or loss or
damage to cargo may lead to our customers raising claims against us. Although Our Company is attempting to
limit its contractual liability for all the damages, including consequential damages, while rendering the services,
our Company cannot be assured that the limitations on liability it provides for, in the service contracts will be
enforceable in all cases.

29. Our Company is dependent on third party transportation for the delivery of materials, products and finished
products and any disruption in their operations or a decrease in the quality of their services could affect our
Company's reputation and results of operations.

Our Company uses third party transportation for delivery of our materials, products and finished products like
tables, chairs, candles, flowers, curtains, decorations, cloth, stands, water fountains etc. Though our business
has not experienced any disruptions due to transportation strikes in the past, any future transportation strikes
may have an adverse effect on our business. These transportation facilities may not be adequate to support our:
existing and future operations. In addition such goods may be lost or damaged in transit for various reasons
including occurrence of accidents or natural disasters. There may also be delay in delivery of materials and
products which may also affect our business and results of operation negatively. An increase in the freight costs
or unavailability of freight for transportation of our raw materials may have an adverse effect on our business
and results of operations.

Further, disruptions of transportation services due to weather-related problems, strikes, lockouts, inadequacies
in the road infrastructure or other events could impair ability to procure or delivery materials/ products on time.
Any such disruptions could materially and adversely affect our business, financial condition and results of
operations.

30. We depend on third party vendors for services, any disruption, deficiency in service or unexpected increase
in cost of which could adversely affect our business and results of operations.

We depend on third party vendors and suppliers and artists for a number of services and products, including
security and maintenance of the events, etc.. We expect our reliance on these third party vendors to continue to
increase as we launch new attractions and new events. In certain instances, disagreements may arise between
our Company and our third party service providers, including service and support staff which may result in
delay or non-occurrence of some of our events or activities. These third parties may experience disruptions,
provide reduced manpower, lower quality service or increase the prices of their products or services for a
number of reasons that are beyond our control. As a result, we cannot be certain that we will continue to receive
satisfactory services on acceptable terms or at all. Should we experience a disruption in the supply, or quality,
of these services or if such contracts for services expire, we may not be able to find a replacement artists, staff
or equipment and deliver to our clients, as the case may be, in a timely fashion, on reasonable terms or at all,
which could require us to discontinue aspects of the experience at events or incur additional costs in developing
those ourselves. This may adversely affect our business and results of operations.

30
31. Delays in the service to clients may result in an adverse impact on our reputation, business, financial
condition and prospects.

Factors beyond our control or any unforeseen events may cause our services to be delayed. Any delay in such
case may result in an adverse impact on our reputation, business, financial condition and prospects. Moreover,
any significant delay could result in a delayed payment from clients, additional funding requirements, cost
overruns. This may have an adverse impact on our reputation and could have a material adverse effect on our
business, financial condition and prospects.

32. We are exposed to casualty that may occur during the course of Events.

Our Company is engaged into the business of organizing and managing the weddings and events where it may
be possibility of casualty at events i.e. fire, rain, damage of property etc. during the course of events which may
affect the successful completion of event and entails reputational loss to our Company and ultimately affect our
financial growth.

33. Significant portion of our revenues is dependent upon our few customers. The loss of any one or more of
our major customers would have a material adverse effect on our business operations and profitability.

For financial year ending September 30, 2020, our top 10 customers have accounted approximately 24.30% of
our total revenue from operations, respectively. We have maintained good and longstanding relationships with
our major domestic and international customers; however, we do not have any long-term contract with either of
them. The loss of either of significant customer(s) or a significant reduction in their orders and/ services would
have a materially adverse effect on our income.

34, We have not entered into any long-term contracts with any of our suppliers and / or customers and orders
are not backed-up by a letter of credit facility.

We do not have any long-term contracts with our suppliers and / or customers and any change in the selling or
buying pattern of the suppliers and/ or customers could adversely affect the business of our Company. Although
we have satisfactory business relations with our suppliers and / or customers and have received continued
business from them in the past, there is no certainty that the same will continue in the years to come and may
affect our profitability.

35. If we are unable to collect our receivables from our clients, our results of operations and cash flows could
be adversely affected.

Recovery of our receivables and timely collection of client balances depends on our ability to complete our
commitments and bill and collect our contracted revenues. If we are unable to meet our requirements, we might
experience delays in collection of and/or be unable to collect our client balances, and if this occurs, our results
of operations and cash flows could be adversely affected. In addition, if we experience an increase in the time to
bill and collect for our services, our cash flows could be adversely affected.

36. Delays or defaults in client payments could result in reduction of profits.

If clients default in their payments to which the Company has devoted significant resources or in which it has
invested significant resources is delayed, cancelled or does not proceed to completion, it could have an adverse
effect on the Company’s business, financial condition and results of operations.

37. We have not entered into any non-disclosure or confidentiality agreements with our employees or other
intermediaries.

We operate in a highly competitive industry our ability to succeed depends largely on the creative ability and
skill of the employees to create new and creative designs. Although, we have good terms with our employees,
we cannot assure that we will have continued relation with them. Although, we believe that our designs may not
be compromised, we cannot assure the same as we have not entered any non-disclosure or other confidentiality
agreements with them.

31
38. Employee misconduct, errors or fraud could expose us to business risks or losses that could adversely affect

39.

40.

41,

our business prospects, results of operations and financial condition.

Employee misconduct, errors or frauds could expose us to business risks or losses, including regulatory
sanctions, penalties and serious harm to our reputation. Such employee misconduct includes breach in security
requirements, misappropriation of funds, hiding unauthorized activities, failure to observe our stringent
operational standards and processes, and improper use of confidential information. It is not always possible to
detect or deter such misconduct, and the precautions we take to prevent and detect such misconduct may not be
effective. In addition, losses caused on account of employee misconduct or misappropriation of petty cash
expenses and advances may not be recoverable, which we may result in write-off of such amounts and thereby
adversely affecting our results of operations. Our employees may also commit errors that could subject us to
claims and proceedings for alleged negligence, as well as regulatory actions in which case, our reputation,
business prospects, results of operations and financial condition could be adversely affected.

Operations may be adversely affected by strikes, work stoppages or increased wage demand by workforce or
any other industrial unrest or dispute.

Our business operations could be adversely affected by any kind of movement from the workforce which
include strike, work stoppage or demand for increased in wage or any kind of industrial unrest or dispute. These
would affect the normal business of the Company and will impact the growth of the company. These
movements would also restrict our ability to achieve the desired results and would also affect our reputation,
business prospect, results of operations and financial condition.

We cannot assure the duration of such workforce movements as if it continues for long time, it would adversely
affect our business. Also, we cannot assure that such movements from the workforce would not be repeated
again and if it affects the operations again then this would lead to uncertainty in the growth projections of the
Company.

Our Company had negative cash flow in recent fiscals, details of which are given below. Sustained negative
cash flow could adversely impact our business, financial condition and results of operations.

(Rs. in Lakhs)

 

 

 

 

 

 

 

 

 

 

; As on Sept. As on March 31
aces 30, 2020 2020 2019 2018
Net cash from (used in) Operating activities (25.18) (42.98) 180.83 207.20
Net cash from (used in) Investing activities (15.68) (118.71) (107.33) (66.39)
Net cash from (used in) Financing activities (22.98) 82.47 (22.66) 24.43
Net Cash Flow (63.84) (79.23) 50.84 116.39

 

 

 

Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet its
capital expenditure, pay dividends, repay loans and make new investments without raising finance from external
resources. If we are not able to generate sufficient cash flow, it may adversely affect our business and financial
operations. For further details please refer to the section titled “Financial Statements” and chapter titled
“Management's Discussion and Analysis of Financial Conditions and Results of Operations” beginning on
page no. 149 and page no. 176 respectively, of this Prospectus.

We have certain contingent liabilities that have not been provided for in our Companys financials which if
materialized, could adversely affect our financial condition.

Our contingent liabilities as per our Restated Financial Statements on September 30, 2020 is as under:

(Rs. in Lakhs)

 

As on Sept As on March 31,

 

Particulars 30, 2020 2020 2019 2018

 

Claim against company not
acknowledge as debts

 

 

 

 

 

 

in respect of Income Tax 87.69 87.69 25.71 25,71.

 

 

32
 

in respect of Commercial Tax : - ss 2

 

Total 87.69 87.69 25.71 25.71

 

 

 

 

 

 

 

In the event any such contingencies mentioned above were to materialize or if our contingent liabilities were to
increase in the future, our financial condition could be adversely affected. For further details, see the section
entitled “Restated Financial Statements” on page no. 149 of this Prospectus.

42. Our Promoters have given personal guarantees in relation to certain debt facilities provided to our
Company by our lenders. In event of default on the debt obligations, the personal guarantees may be
invoked thereby adversely affecting our Promoters/ Directors ability to manage the affairs of our Company
and consequently this may impact our business, prospects, financial condition and results of operations.

Some of the debt facilities provided to our Company by our lenders stipulate that the facility shall be secured by
a personal guarantee of our Promoters. In event of default on the debt obligations, the personal guarantees may
be invoked thereby adversely affecting our Promoters/ Directors / Key Managerial Personnel(s) ability to
manage the affairs of our Company and consequently this may impact our business, prospects, financial
condition and results of operations. Further, in an event our Promoters withdraws or terminates his/their
guarantee/s or security, the lenders for such facilities may ask for alternate guarantee/s or securities or for
repayment of amounts outstanding under such facilities or even terminate such facilities. We may not be
successful in procuring guarantee/s or collateral securities satisfactory to the lender and as a result may need to
repay outstanding amounts under such facilities or seek additional sources of capital, which could adversely
affect our financial condition. For more information, please see the chapter titled “Statement of Financial
Indebtedness” beginning on page no. 186 of this Prospectus.

43. We have entered into certain related party transactions and may continue to do so.

We have entered into related party transactions with our Promoters, Promoter Group, Its Group Companies/
Entities, Directors and Other Associates. While we believe that all such transactions have been conducted on the
arms length basis, however it is difficult to ascertain whether more favorable terms would have been achieved
had such transactions been entered with unrelated parties. Furthermore, it is likely that we will continue to enter
into related party transactions in the near future. For further details regarding the related party transactions, see
the disclosure on related party transactions contained in the financial statements included in this Prospectus
and, also see the section “Annexure 32: Statement of Related Party Transactions” beginning on page no. 174
of this Prospectus.

44, Our Company may require additional capital resources to achieve our expansion plans.

The rate of our expansion will depend to an extent on the availability of adequate debt and equity capital.
Further, the actual expenditure incurred may be higher than current estimates owing to but not limited to,
implementation delays or cost overruns. We may, therefore, primarily try to meet such cost overruns through
our internal generations and in case if the same is not adequate, we may have to raise additional funds by way of
additional term debt from banks/ financial institutions and unsecured loans, which may have an adverse effect
on our business and results of operations.

45. We are subject to foreign currency exchange rate fluctuations which could have a material and adverse
effect on our results of operations and financial conditions.

We have recently started exporting our products in some countries and receive sale proceeds against such export
sales in foreign currency. Changes in value of currencies with respect to the Rupee may cause fluctuations in
our operating results expressed in Rupees. The exchange rate between the Rupee and other currencies is
variable and may continue to fluctuate in future. Fluctuations in the exchange rates may affect our Company to
the extent of cost of sales in foreign currency terms. Any adverse or unforeseen fluctuations with respect to the
unhedged exchange rate of any foreign currency for Indian Rupees may affect our Company’s results of
operations.

46. Delay in raising funds from the IPO could adversely impact the implementation schedule.

33
The proposed expansion, as detailed in the section titled "Objects of the Issue" is to be mainly funded from the
proceeds of this IPO. We have not identified any alternate source of funding and hence any failure or delay on
our part to mobilize the required resources or any shortfall in the Issue proceeds may delay the implementation
schedule. We therefore, cannot assure that we would be able to execute the expansion process within the given
timeframe, or within the costs as originally estimated by us. Any time overrun, or cost overrun may adversely
affect our growth plans and profitability.

47. The requirements of being a public listed company may strain our resources and impose additional
requirements.

With the increased scrutiny of the affairs of a public listed company by shareholders, regulators and the public
at large, we will incur significant legal, accounting, corporate governance and other expenses that we did not
incur in the past. We will also be subject to the provisions of the listing agreements signed with the Stock
Exchange(s) which require us to file unaudited financial results on a half yearly basis. In order to meet our
financial control and disclosure obligations, significant resources and management supervision will be required.
As a result, management’s attention may be diverted from other business concerns, which could have an
adverse effect on our business and operations. There can be no assurance that we will be able to satisfy our
reporting obligations and/or readily determine and report any changes to our results of operations in a timely
manner as other listed companies. In addition, we will need to increase the strength of our management team
and hire additional legal and accounting staff with appropriate public company experience and accounting
knowledge and we cannot assure that we will be able to do so in a timely manner.

48. The Company has not appointed any independent agency for the appraisal of the proposed Project.

The Project, for which we intend to use our Issue proceeds as mentioned in the objects of the Issue, has not been
appraised by any bank or financial institution. The total cost of Project is our own estimates based on current
conditions and are subject to changes in external circumstances or costs. Our estimates for total cost of Project
has been based on various quotations received by us from different suppliers and our internal estimates and
which may exceed which may require us to reschedule our Project

49. Our Board of Directors and management may change our operating policies and strategies without prior
notice or shareholder approval.

Our Board of Directors and management has the authority to modify certain of our operating policies and
strategies without prior notice (except as required by law) and without shareholder approval. We cannot predict
the effect that any changes to our current operating policies or strategies would have on our business, operating.
results and the price of our Equity Shares.

50. In addition to normal remuneration or benefits and reimbursement of expenses, some of our Directors and
key managerial personnel are interested in our Company to the extent of their shareholding in our
Company.

Our Directors and Key Managerial Personnel are interested in our Company to the extent of remuneration paid
to them for services rendered and reimbursement of expenses payable to them. In addition, some of our
Directors and Key Managerial Personnel may also be interested to the extent of their shareholding in our
Company. For further information, see “Capital Structure” and “Our Management” on page nos. 56 and 121,
respectively, of this Prospectus.

51. There is no monitoring agency appointed by our Company and the deployment of funds are at the discretion
of our Management and our Board of Directors, though it shall be monitored by the Audit Committee.

As per SEBI (ICDR) Regulations, 2018, as amended from time to time, appointment of monitoring agency is
required only for Issue size above Rs. 10,000 Lakhs. Since this Issue Size is less than Rs. 10,000 Lakhs, our
Company has not appointed any monitoring agency for this Issue. Hence, we have not appointed a monitoring
agency to monitor the utilization of Issue proceeds. However, the audit committee of our Board will monitor the
utilization of Issue proceeds.

Further, our Company shall inform about material deviations in the utilization of Issue proceeds to the NSE and
shall also simultaneously make the material deviations / adverse comments of the audit committee public.

34
52. We propose to utilize the Net Proceeds for purposes identified in the section titled “Objects of the Issue” in
this Prospectus. Any variation in the utilization of the Net Proceeds as disclosed in this Prospectus shall be
subject to certain compliance requirements, including prior Shareholders’ approval.

We propose to utilize the Net Proceeds for purposes identified in the section titled “Objects of the Issue”
beginning on page no. 70 of this Prospectus. The manner deployment and allocation of such funds is entirely at
the discretion of our management and our Board, subject to compliance with the necessary provisions of the
Companies Act.

In accordance with Section 27 of the Companies Act, 2013, we cannot undertake any variation in the utilization
of the Net Proceeds as disclosed in this Prospectus without obtaining the shareholder's approval through a
special resolution. In the event of any such circumstances that requires us to undertake variation in the disclosed
utilization of the Net Proceeds, we may not be able to obtain the Shareholder’s approval in a timely manner, or
at all. Any delay or inability in obtaining such Shareholder’s approval may adversely affect our business or
operations. Further, our Promoter or controlling shareholders would be required to provide an exit opportunity
to the shareholders who do not agree with our proposal to modify the objects of the Issue as prescribed in the
SEBI (ICDR) Regulations, 2018, as amended from time to time. If our Shareholder’s exercise such exit option,
our business and financial condition could be adversely affected. Therefore, we may not be able to undertake
variation of objects of the Issue to use any unutilized proceeds of the Issue, if any, even if such variation is in
the interest of our Company, which may restrict our ability to respond to any change in our business or financial
condition, and may adversely affect our business and results of operations.

RISKS RELATED TO OUR EQUITY SHARES AND EQUITY SHARE HOLDERS

53. Our Promoters, together with our Promoter Group, will continue to retain majority shareholding in our
Company after the proposed Initial Public Issue, which will allow them to exercise significant control over
us. We cannot assure you that our Promoters and Promoter Group members will always act in the best
interests of the Company.

After the completion of our Initial Public Issue, our Promoters, along with our Promoter Group members, will
hold, approximately 72.86% of our post issue paid up equity capital of our Company. As a result, our Promoters
will continue to exercise significant control over us, including being able to control the composition of our
Board and determine matters requiring shareholder approval or approval of our Board. Our Promoters may take
or block actions with respect to our business, which may conflict with our interests or the interests of our
minority shareholder By exercising their control, our Promoters could delay, defer or cause a change of our
control or a change in our capital structure, delay, defer or cause a merger, consolidation, takeover or other
business combination involving us, discourage or encourage a potential acquirer from making a tender offer or
otherwise attempting to obtain control of our Company. We cannot assure you that our Promoters and Promoter
Group members will always act in our Company’s or your best interests. For further details, please refer to the
chapters titled “Capital Structure" and “Our Promoter, Promoter Group and Group Companies”, beginning
on page no. 56, 137 and 144 respectively, of this Prospectus.

54, Sale of Equity Shares by our Promoter or other significant shareholder(s) may adversely affect the trading
price of the Equity Shares.

Any instance of disinvestments of equity shares by our Promoters or by other significant shareholder(s) may
significantly affect the trading price of our Equity Shares. Further, our market price may also be adversely
affected even if there is a perception or belief that such sales of Equity Shares might occur.

55. Any future issuance of Equity Shares may dilute your shareholdings, and sales of the Equity Shares by our
major shareholders may adversely affect the trading price of our Equity Shares.

Any future equity issuances by our Company may lead to the dilution of investors’ shareholdings in our
Company. In addition, any sale of substantial Equity Shares in the public market after the completion of this
Issue, including by our major shareholders, or the perception that such sales could occur, could adversely affect
the market price of the Equity Shares and could significantly impair our future ability to raise capital through
offerings of the Equity Shares. We cannot predict what effect, if any, market sales of the Equity Shares held by

35
the major shareholders of our Company or the availability of these Equity Shares for future sale will have on the
market price of our Equity Shares.

56. We cannot assure you that we will pay dividend in future.

We have not paid any dividends on our Equity Shares since inception and there can be no assurance that
dividends will be paid in future. The declaration of dividends in the future will be recommended by our Board,
at its sole discretion, and will depend upon our future earnings, financial condition, cash flows, working capital
requirements and capital expenditures. There can be no assurance that we will be able to pay dividend in the
future. Further, we may be restricted by the terms of our debt financing from making dividend payments, in the
event we default in any of the debt repayment installments.

57. Investors may be subject to Indian taxes arising out of capital gains on sale of Equity Shares.

Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares
in an Indian company are generally taxable in India. Any gain realized on the sale of listed equity shares on a
stock exchange held for more than 12 months will not be subject to capital gains tax in India if STT has been
paid on the transaction. STT will be levied on and collected by a domestic stock exchange on which the equity
shares are sold. It is pertinent to note that pursuant to the Finance Bill, 2017, it has been proposed, that with
effect from April 1, 2017, this exemption would only be available if the original acquisition of equity shares
was chargeable to STT. The Central Government is expected to, however notify the transactions which would
be exempt from the application of this new amendment. Any gain realized on the sale of equity shares held for
more than 12 months, which are sold other than on a recognized stock exchange and on which no STT has been
paid, will be subject to long term capital gains tax in India. Further, any gain realized on the sale of listed equity
shares held for a period of 12 months or less will be subject to applicable short-term capital gains tax in India.
Capital gains arising from the sale of the equity shares will be exempt from taxation in India in cases where the
exemption is provided under a treaty between India and the country of which the seller is resident, subject to the
availability of certain documents. Generally, Indian tax treaties do not limit India‘s ability to impose tax on
capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own
jurisdiction on a gain upon the sale of the Equity Shares. For more details, please refer to “Statement of Tax
Benefits” on page no. 78 of this Prospectus.

58. We cannot assure you that our Equity Shares will be listed on the EMERGE Platform of NSE in a timely
manner or at all, which may restrict your ability to dispose of the Equity Shares.

In terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time, we are not
required to obtain any in-principle approval from SEBI for listing of our Equity Shares. We have only applied
to NSE to use its name as the Stock Exchange in this Offer Document for listing our Equity Shares on the NSE
EMERGE. Permission for listing of the Equity Shares will be granted only after the Equity Shares offered in
this Issue have been allotted. Approval from NSE will require all relevant documents authorizing the issuing of
the Equity Shares to be submitted to it. There could be a failure or delay in listing the Equity Shares on the NSE
EMERGE. Further, certain procedural and regulatory requirements of SEBI and the Stock Exchanges are
required to be completed before the Equity Shares are listed and trading commences. Trading in the Equity
Shares is expected to commence within 6 Working Days from the Issue Closing Date. However, we cannot
assure you that the trading in the Equity Shares will commence in a timely manner or at all. Any failure or delay
in obtaining the approvals would restrict your ability to dispose off your Equity Shares.

59. The price of our Equity Shares may be volatile, or an active trading market for our Equity Shares may not
develop.

Prior to this Issue, there has been no public market for our Equity Shares. NNM Securities Private Limited is
acting as Market Maker for the Equity Shares of our Company. However, the trading price of our Equity Shares
may fluctuate after this Issue due to a variety of factors, including our results of operations and the performance
of our business, competitive conditions, general economic, political and social factors, the performance of the
Indian and global economy and significant developments in India’s fiscal regime, volatility in the Indian and
global securities market, performance of our competitors, the Indian Capital Markets, changes in the estimates
of our performance or recommendations by financial analysts and announcements by us or others regarding
contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments. In addition, if the stock
markets experience a loss of investor confidence, the trading price of our Equity Shares could decline for

36
reasons unrelated to our business, financial condition or operating results. The trading price of our Equity
Shares might also decline in reaction to events that affect other companies in our industry even if these events
do not directly affect us. Each of these factors, among others, could materially affect the price of our Equity
Shares. There can be no assurance that an active trading market for our Equity Shares will develop or be
sustained after this Issue, or that the price at which our Equity Shares are initially offered will correspond to the
prices at which they will trade in the market subsequent to this Issue. For further details of the obligations and
limitations of Market Makers, please refer to the section titled “General Information — Details of the Market
Making Arrangement for this Issue” on page no. 46 of this Prospectus.

60. There may be restrictions on daily/monthly movements in the price of our Equity Shares, which can
adversely affect shareholder’s ability to sell, or the price at which it can sell, Equity Shares at a particular
point of time.

Subsequent to listing, our Company may be subject to a daily circuit breaker imposed on listed companies by all
stock exchanges in India, which does not allow transactions having crossed certain volatility limit in the price of
its Equity Shares. This circuit breaker operates independently of the index-based market-wide circuit breakers
generally imposed by SEBI on Indian stock exchanges. The percentage limit on our Company’s circuit breaker
is set byte stock exchanges based on certain factors such as the historical volatility in the price and trading
volume of the Equity Shares. The stock exchange is not required to inform us of the percentage limit of the
circuit breaker from time to time and may change it without our knowledge. This circuit breaker, if imposed,
would effectively limit the upward and downward movements in the price of the Equity Shares. As a result of
this circuit breaker, we cannot assure that the shareholders will be able to sell the Equity Shares at desired prices
at any particular time.

EXTERNAL RISK FACTORS
61. Any changes in the regulatory framework could adversely affect our operations and growth prospects.

The company is subject to various regulations and policies. For details see section titled “Key Industry
Regulations” beginning on page no. 108 of this Prospectus. The company’s current businesses and prospects
could be materially adversely affected by changes in any of these regulations and policies, including the
introduction of new laws, policies or regulations or changes in the interpretation or application of existing laws,
policies and regulations. There can be no assurance that it will succeed in obtaining all requisite regulatory
approvals in the future for its operations or that compliance issues will not be raised in respect of its operations,
either of which could have a material adverse effect on the business, financial condition and results of
operations.

62. Our business is subject to a significant number of tax regimes and changes in legislation governing the
rules implementing them or the regulator enforcing them in any one of those jurisdictions could negatively
and adversely affect our results of operations.

The revenues recorded, and income earned is taxed on differing bases, including net income actually earned, net
income deemed earned and revenue-based tax withholding. The final determination of the tax liabilities
involves the interpretation of local tax laws as well as the significant use of estimates and assumptions
regarding the scope of future operations and results achieved and the timing and nature of income earned, and
expenditures incurred. Changes in the operating environment, including changes in tax laws, could impact the
determination of the tax liabilities of our Company for any year.

63. The nationalized Goods and Services Tax (GST) regimes proposed by the Government of India may have
material impact on our operations.

The Government of India has proposed a comprehensive national goods and service tax (GST) regime that will
combine taxes and levies by the Central and State Governments into a unified rate structure. Given the limited
liability of information in the public domain covering the GST we are unable to provide/ measure the impact
this tax regime may have on our operations.

64. Significant differences exist between Indian GAAP and other accounting principles, such as US GAAP and
IFRS, which may be material to investors’ assessments of our Company's financial condition. Our failure
to successfully adopt IFRS may have an adverse effect on the price of our Equity Shares. The proposed

37
adoption of IFRS could result in our financial condition and results of operations appearing materially
different than under Indian GAAP.

Our financial statements, including the financial statements provided in this Prospectus, are prepared in
accordance with Indian GAAP. We have not attempted to quantify the impact of IFRS or U.S. GAAP on the
financial data included in this Prospectus, nor do we provide a reconciliation of our financial statements to
those of U.S. GAAP or IFRS. U.S. GAAP and IFRS differ in significant respects from Indian GAAP. For
details, see “Presentation of Financial, Industry and Market Data” on page no. 11 of this Prospectus.
Accordingly, the degree to which the Indian GAAP financial statements included in this Red Herring
Prospectus will provide meaningful information is entirely dependent on the reader's level of familiarity with
Indian accounting practices. Any reliance by persons not familiar with Indian accounting practice son the
financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited.

India has decided to adopt the “Convergence of its existing standards with IFRS” and not the “International
Financial Reporting Standards” (“IFRS”), which was announced by the MCA, through the press note dated
January 22, 2010. These “IFRS based / synchronized Accounting Standards” are referred to in India as IND
(AS). Public companies in India, including our Company, may be required to prepare annual and interim
financial statements under IND (AS). The MCA, through a press release dated February 25, 2011, announced
that it will implement the converged accounting standards in a phased manner after various issues, including tax
related issues, are resolved. Further, MCA Notification dated February 16, 2015, has provided an exemption to
the Companies proposing to list their shares on the SME Exchange as per Chapter IX of the SEB] ICDR
Regulations and hence the adoption of IND (AS) by a SME exchange listed company is voluntary. Accordingly,
we have made no attempt to quantify or identify the impact of the differences between Indian GAAP and IFRS
or to quantify the impact of the difference between Indian GAAP and IFRS as applied to its financial
statements. There can be no assurance that the adoption of IND-AS will not affect our reported results of
operations or financial condition. Any failure to successfully adopt IND-AS may have an adverse effect on the
trading price of our Equity Shares. Currently, it is not possible to quantify whether our financial results will
vary significantly due to the convergence to IND (AS), given that the accounting principles laid down in the
IND (AS) are to be applied to transactions and balances carried in books of accounts as on the date of the
applicability of the converged standards (i.e., IND (AS) and for future periods.

Moreover, if we volunteer for transition to IND (AS) reporting, the same may be hampered by increasing
competition and increased costs for the relatively small number of IND (AS)-experienced accounting personnel
available as more Indian companies begin to prepare IND (AS) financial statements. Any of these factors
relating to the use of converged Indian Accounting Standards may adversely affect our financial condition.

65. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to
attract foreign investors, which may adversely impact the market price of the Equity Shares.

Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents
and residents are freely permitted (subject to certain exceptions) if they comply with the pricing guidelines and
reporting requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not
in compliance with such pricing guidelines or reporting requirements or fall under any of the exceptions
referred to above, then the prior approval of the RBI will be required. Additionally, shareholders who seek to
convert the Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign
currency from India will require a no objection / tax clearance certificate from the income tax authority. There
can be no assurance that any approval required from the RBI or any other government agency can be obtained
on any particular terms or at all.

66. Instability in financial markets could materially and adversely affect our results of operations and financial
condition.

The Indian economy and financial markets are significantly influenced by worldwide economic, financial and
market conditions. Any financial turmoil, especially in the United States of America or Europe, may have a
negative impact on the Indian economy. Although economic conditions differ in each country, investors’
reactions to any significant developments in one country can have adverse effects on the financial and market
conditions another countries. A loss in investor confidence in the financial systems, particularly in other
emerging markets, may cause increased volatility in Indian financial markets.

38
The global financial turmoil, an outcome of the sub-prime mortgage crisis which originated in the United States
of America, led to a loss of investor confidence in worldwide financial markets. Indian financial markets have
also experienced the contagion effect of the global financial turmoil, evident from the sharp decline in NIFTY,
NSE’s benchmark index. Any prolonged financial crisis may have an adverse impact on the Indian economy
and us, thereby resulting in a material and adverse effect on our business, operations, financial condition,
profitability and price of our Equity Shares.

67. Conditions in the Indian securities market and stock exchanges may affect the price and liquidity of our
Equity Shares.

Indian stock exchanges, which are smaller and more volatile than stock markets in developed economies, have
in the past, experienced problems which have affected the prices and liquidity of listed securities of Indian
companies. These problems include temporary exchange closures to manage extreme market volatility, broker
defaults, settlement delays and strikes by brokers. In addition, the governing bodies of the Indian stock
exchanges have from time to time restricted securities from trading, limited price movements and restricted
margin requirements. Further, disputes have occurred on occasion between listed companies and the Indian
stock exchanges and other regulatory bodies that, in some cases, have had a negative effect on market
sentiment. If similar problems occur in the future, the market price and liquidity of the Equity Shares could be
adversely affected. Further, a closure of, or trading stoppage on, either of the Stock Exchanges could adversely
affect the trading price of our Equity Shares.

68. Any downgrading of India's debt rating by a domestic or international rating agency could adversely affect
our Company's business.

Any adverse revisions to India's credit ratings for domestic and international debt by domestic or international
rating agencies may adversely affect our Company's ability to raise additional financing, and the interest rates
and other commercial terms at which such additional financing is available. This could harm our Company's
business and financial performance and ability to obtain financing for capital expenditures.

69. Natural calamities and force majeure events may have a negative impact on the Indian economy and cause
our business to suffer.

India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in the past few
years. These natural disasters may cause significant interruption to our operations, and damage to the
environment that could have a material adverse impact on us. The extent and severity of these natural disasters
determines their impact on the Indian economy. Further prolonged spells of deficient or abnormal rainfall or
other natural calamities in the future could have a negative impact on the Indian economy, adversely affecting
our business and the price of the Equity Shares.

70. Terrorist attacks, civil unrests and other acts of violence in India and around the region could adversely
affect the markets, resulting in loss of consumer confidence and adversely affect the business, results of
operations, financial condition and cash flows.

Terrorist attacks, civil unrests and other acts of violence or war in India and around the region may adversely
affect worldwide financial markets and result in a loss of consumer confidence and ultimately adversely affect
the business, results of operations, financial condition and cash flows. Political tensions could create a
perception that an investment in Indian companies involves higher degrees of risk and on the business and price
of the Equity Shares.

71. Civil disturbances, extremities of weather, regional conflicts and other political instability may have adverse
effects on our operations and financial performance.

Certain events that are beyond the company’s control such as earthquake, fire, floods and similar natural
calamities may cause interruptions in the business operations. The operations and financial results and the
market price and liquidity of the equity shares may be affected by changes in Indian Government policy or
taxation or social, ethnic, political, economic or other adverse developments in or affecting India. In addition,

39
any political instability in India may adversely affect the Indian economy and the Indian securities markets in
general, which could also affect the trading price of our Equity Shares.

72. In future the company may depend on banks and financial institutions and other sources for meeting its
short and medium term financial requirements.

Any delay in the disbursal of funds from these bodies can act as a bottleneck to the project execution
capabilities and thereby its results of operations. The company cannot assure that it will be able to do so on
commercially reasonable terms. Any increase in interest expense may have a material adverse effect on its
business prospects, financial condition and results of operations.

73. Increases in interest rates may affect the results of operations.

Currently, the company does not have any debt, but it cannot be assured that it will not incur indebtedness with
a floating rate of interest in the future. As such, increases in interest rates may adversely affect the cost of future
borrowings.

The company has not entered into any interest rate hedging or swaps transactions. It cannot be assured to the
prospective investor that the company, if it does not enter into any interest rate hedging or swap transactions,
will be able to do so on commercially reasonable terms, or that any of such agreements will protect the
company fully against interest rate risk. Any increase in interest expense may have an adverse impact on its
business, prospects, financial condition and results of operations.

74. We cannot guarantee the accuracy or completeness of facts and other statistics with respect to India, the
Indian economy and trading industry contained in the Prospectus.

While facts and other statistics in this Prospectus relating to India, the Indian economy and the Trading and
Distribution industry has been based on various publications and reports from agencies that we believe are
reliable, we cannot guarantee the quality or reliability of such materials. While we have taken reasonable care in
the reproduction of such information, industry facts and other statistics have not been prepared or independently
verified by us or any of our respective affiliates or advisors and, therefore we make no representation as to their
accuracy or completeness. These facts and other statistics include the facts and statistics included in the chapter
titled ‘Industry Overview’ beginning on page no. 81 of this Prospectus. Due to possibly flawed or ineffective
data or discrepancies between published information and market practice and other problems, the statistics
herein may be inaccurate or may not be comparable to statistics produced elsewhere and we have placed our
reliance on the report as published by the respective agencies/ authorities. Further, there is no assurance that
they are stated or compiled on the same basis or with the same degree of accuracy, as the case may be,
elsewhere.

40
SECTION IV - INTRODUCTION

 

 

THE ISSUE
Present Issue in terms of this Prospectus:
Particulars No. of Equity Shares
Equity Shares offered 15,20,000 Equity Shares of face value of Rs. 10/- each fully paid of the
Company for cash at price of Rs.51/- per Equity Share aggregating Rs.

7,75,20,000/-.

 

Of Which:
Reserved for Market Makers 76,000 Equity Shares of face value of Rs. 10/- each fully paid of the Company
for cash at price of Rs.51/- per Equity Share aggregating Rs. 38,76,000/-.

 

 

 

 

Net Issue to the Public* 14,44,000 Equity Shares of face value of Rs. 10/- each fully paid of the
Company for cash at price of Rs.51/- per Equity Share aggregating Rs.
7,36,44,000/-.

Of which:

Retail Investors Portion 7,22,000 Equity Shares of face value of Rs. 10/- each fully paid of the Company

for cash at price of Rs.51/- per Equity Share aggregating Rs. 3,68,22,000/-.

 

Non Retail Investors Portion 7,22,000 Equity Shares of face value of Rs. 10/- each fully paid of the Company
for cash at price of Rs. 51/- per Equity Share aggregating Rs. 3,68,22,000/-.

 

Pre and Post Issue Share Capital of our Company:
Equity Shares outstanding | 40,80,000 Equity Shares
prior to the Issue

 

 

 

Equity Shares outstanding | 56,00,000 Equity Shares
after the Issue

 

 

Use of Issue Proceeds For details please refer chapter titled ‘Objects of the Issue’ beginning on page
no. 70 of this Prospectus.

* As per Regulation 253(2) of the SEBI (ICDR) Regulations, as amended, as present issue is a fixed price issue ‘the
Allocation’ is the net issue to the public category shall be made as follows:

 

 

 

 

a. Minimum fifty percent(S0%) To Retail Individual Investors; and
b. Remaining to:
(i) Individual applicants other than retail individual investors; and
(ii) Other investors including corporate bodies or institutions, irrespective of the number of specified securities
applied for

c. The unsubscribed portion in either of the categories specified in (a) or (b) above may be allocated to the
applicants in the other category.

Explanation: If the retail individual investor category is entitled to more than fifty per cent on proportionate basis,
accordingly the retail individual investors shall be allocated that higher percentage.

Notes:

This Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to
time for at least 25% of post issue paid-up equity share capital of our Company, pursuant to Rule 19(2)(b)(i) of the
Securities Contracts (Regulations) Rules, 1957 as amended.

1. This Issue of Equity Shares has been authorized by the Board of Directors of our Company at their meeting held
on October 24, 2020 and was approved by the Shareholders of the Company by passing a Special Resolution at
the Extra Ordinary General Meeting held with a shorter notice on November 02, 2020in accordance with the
provisions of Section 62 (1) (C) of the Companies Act, 2013.

2. The Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time
to time. For further details please refer to chapters titled ‘Other Regulatory and Statutory Disclosures’ and
“Issue Structure” beginning on page no. 195 and 218 of this Prospectus.

41
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A Annexure As on Sep. As on March 31,
Particulars

nos. 30, 2020 2020 2019 2018
Cash & Bank Balances 19 44.96 108.80 188.02 137.18
Short Term Loans & Advances 20 106.08 141.42 64.41 52.39
Other Current Assets 21 54.59 27.23 18.46 19.25
Total (F) 569.47 559.54 622.21 449.30
Total (G=E+F) - TOTAL ASSETS 1169.44 1227.70 1194.35 1014.12
Note: The above statement should be read with the, Significant Accounting Policies and Notes to Accounts appearing in Annexure 04.
STATEMENT OF PROFITS AND LOSSES, AS RESTATED

(Rs. in Lakhs)
Particulars Annexure As on Sep. As on March 31,

nos. 30, 2020 2020 2019 2018
Revenue
I. Revenue From Operation
Sale of Services and Products 22 159.20 1509.22 1837.82 1476.12
IL Other Income 23 12.29 79.36 50.35 59.55
Total Revenue (I+II) 171.49 1588.58 1888.17 1535.67
Expenses
Purchase of materials 24 28.23 387.50 409.64 585.01
Other Direct Costs i f = - -
Changes in Inventories 24 18.78 -100.64 -8.73 6.65
Employee Benefit Expenses 25 24.14 284.49 266.03 198.04
Finance Cost 26 3.11 5.79, 6.01 6.09
Depreciation and Amortization Expenses 13.98 24.40 23.99 27.73
Other Expenses 27 57.03 824.47 908.11 505.80
Total Expenses 145.27 1425.91 1605.05 1329.32
Profit before extraordinary items and tax 26.22 162.67 283.12 206.35
Prior period items (Net) - - - -
Net profit before Tax - Operating Income 26.22 162.67 283.12 206.35
Provision for Taxes
1. Current taxes (9.28) (51.40) (93.00) (61.46)
2. Tax adjustment of earlier years - (7.14) - -
3. MAT Credit Entitlements : - - -
4. Deferred tax (Assets)\ Liabilities (2.10) (11.74) (3.35) (4.35)
me after tax and before extraordinary 14.84 130.15 193.47 147.80
Extraordinary items 8.10 (30.06) - -
Net Profit after extraordinary items
available for appropriation y 22.94 100.09 193.47 147.80
Proposed Dividend n = = =
Dividend distribution tax - = = =
Net profit carried to Balance sheet 22.94 100.09 193.47 147.80

 

 

 

 

‘Note: The above statement should be read with the, Significant Accounting Policies and Notes to Accounts appearing in Annexure 04.

43

 
SUMMARY OF FINANCIAL INFORMATION

The following tables set forth summary financial information is derived from Restated Audited Financial Statements
for the period ending September 30,2020 and the financial year ended on March 31, 2020, 2019 and 2018. These
financial statements have been prepared in accordance with the Indian GAAP, the Companies Act and the SEBI
(ICDR) Regulations, 2018.

The summary financial information presented below should be read in conjunction with the chapters and notes
mentioned therein titled ‘Management's Discussion and Analysis of Financial Conditions and Results of
Operations’ and ‘Restated Financial Statement’ beginning on page no. 176 and 149, respectively of this
Prospectus.

STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED

 

(Rs. in Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partiailars Annexure As on Sep. As on March 31,

nos. 30, 2020 2020 2019 2018
Equity & Liabilities
Shareholders’ Funds
Share Capital 5 408.00 408.00 405.00 5.00
Share Application Money = 7 7 ss
Reserve & Surplus 5 541.06 518.12 401.53 608.08
Total (A) 949.06 926.06 806.53 613.08
Non-Current Liabilities
Long Term Borrowings 6 6.92 7.A5 13.67 3151
Deferred Tax Liabilities (Net) ® - - - -
Long Term Provisions 7 33.16 32.25 23.06 24.08
Total (B) 40.08 39.70 36.72 55.58
Current Liabilities
Short Term Borrowings 8 74.63 93.97 18.99 18.93
Trade Payables 9 59.31 51.79 160.11 159.91
Other Current Liabilities 10 26.28 96.14 155.48 157.02
Short Term Provisions 11 20.08 19.98 16.52 9.61
Total (C) 180.30 261.88 351.10 345.46
Total (D=A+B+C) - TOTAL LIABILITIES 1169.44 1227.70 1194.35 1014.12
Fixed Assets
Tangible Asset 12 110.44 124.43 80.44 100.09
Intangible Asset - § z E 5
Non-Current Investments 13 = = =
Long Term Loans & Advances 14 459.94 512.05 471.75 448.12
Other Non-Current Assets = = i is -
Deferred Tax Assets(Net) 15 29.60 31.70 19.95 16.60
Total (E) 599.98 668.18 572.14 564.81
Current Assets
Current Investments 16 106.73 46.15 57.83 -
Inventories 17 96.04 114.83 14.19 5.45
Trade Receivables 18 161.07 121.11 279.30 235.03

 

 

 

 

 

 

42

 
 

 

 

 

 

 

 

 

 

 

Particulars As on Sep. As on March 31,

30, 2020 2020 2019 2018
Net Increase / (Decrease) in Cash and Cash
Equivalents (A + B + C) (63.84) (79.23) 50.84 116.39
Opening Balance of Cash and Cash Equivalents 108.80 188.02 137.18 20.79
Closing Balance of Cash and Cash Equivalents 44.96 108.80 188.02 137.18

 

 

‘Note: The above statement should be read with the, Significant Accounting Policies and Notes to Accounts appearing in Annexure 04.

45

 
STATEMENT OF CASH FLOWS, AS RESTATED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Rs. in Lakhs)
Particulars As on Sep. As on March 31,

30, 2020 2020 2019 2018
A. Cash Flows From Operating Activities
Net Profit before Tax 34.32 132.60 283.11 206.35
Adjustments for:
Depreciation& amortization expenses 13.98 24.30 23.99 27.73
Share Issue Expenses z = - =
Interest Income (0.90) (8.26) (1.31) -
Sundry Balances Written Off (Net) - - - -
Unrealized Loss on Investment (8.10) 30.06 22.84 -
Interest and finance charge 3.11 5.79 4.89 6.09
Loss on sale of Assets - : = a
Operauva Cash Generated Before Working 41.85 189.98 333,51 240.17

‘apital Changes

Decrease (Increase) in Current Investments = .
(Increase) / Decrease in Inventory 18.78 (100.64) (8.73) 6.65
(Increase)/ Decrease in Receivables (33.96) 158.19 (44.27) 29.03
(Increase) / Decrease in Loans and Advances 52.11 (77.01) (12.02) (18.17)
(Increase)/Decrease in Other current assets (27.36) (8.77) 0.79 (18.56)
Increase/(Decrease) in Trade Payable 7.52 (108.31) 0.20 22.54
Increase/(Decrease) in Other Liabilities (69.86) (57.68) (1.54) (0.84)
Increase / (Decrease) in Short Term Provisions 0.10 3.46 6.92 2.44
Increase / (Decrease) in Long Term Provisions 0.91 9.19 1.02 7.55
Cash generated from operations (57.76) (181.56) (59.68) 30.64
Less: Appropriation of profit - - - (0.71)
Less : Direct taxes (paid) / refund (9.28) (51.40) (93.00) (62.90)
Net cash from before Extra-ordinary items (25.18) (42.98) (180.83) 207.20
Extra-ordinary items = - - -
Net Cash Flow from Operating Activities (A) (25.18) (42.98) (180.83) 207.20
B. Cash Flows From Investing Activities
Sale / (Purchase) of Fixed Assets (Net) = (68.29) (4.35) (32.84)
Sale / (Purchase) of Investments (Net) (68.68) (18.38) (80.67) 6.28
Interest Received 0.90 8.26 1.31 -
Long term Loans & Advances 52.11 (40.30) (23.63) (39.83)
Sale of Investment a =
o Cash Generated From Investing Activities (15.68) (118.71) (107.33) (66.39)
C. Cash Flow From Financing Activities
Proceeds from issue of share capital 3.00
Increase/(Decrease) in Share Premium 16.50
Net Increase/(Decrease) in Short Term Borrowings (19.34) (74.98) 0.06 (23.73)
Share Application Money Received - = = #
Proceeds / (Repayment) of Long Term Borrowings (0.52) (6.22) (17.84) 5.38
Interest and financial charges Paid (3.11) (5.79) (4.89) (6.09)
Dividend Paid (including Dividend Tax) = = = ZS
Net Cash from Financing Activities [C] (22.98) 82.47 (22.66) (24.43)

 

 

 

 

 

44

 
SECTION V- GENERAL INFORMATION

Our Company was originally incorporated as Party Cruisers Private Limited on December 02,1994 under the
Companies Act, 1956 vide certificate of incorporation issued by the Registrar of Companies, Maharashtra.
Subsequently, the name of the company was changed from “Party Cruisers Private Limited” to “Party Cruisers
Limited” under the Companies Act, 2013 pursuant to a special resolution passed by our shareholders at the EGM
held on September 03, 2013 and had obtained fresh certificate of incorporation dated November 13, 2013 issued by
the Registrar of Companies, Maharashtra. For details of the changes in our name and registered office, please refer
to the chapter titled ‘History and Certain Corporate Matters’ beginning on page no. 111 of this Prospectus.

Registered Office of our Company

CIN : U63040MH1994PLC083438

Registration No. : 083438

Address : 303/304/305, Simran Plaza, Khar 4'" Road, Next to Regal Enclave Hotel, Khar (West),
Mumbai — 400 052, Maharashtra, India

Tel No. : +91 22 49739352

Email Id : compliance@partycruisersindia.com

Website : Www. partycruisersindia.com

Contact Person : Ms.Namrata Subhashsingh Negi

Corporate Office of our Company

The Company does not have any separate Corporate Office. The Registered Office address of the Company is itself
the Corporate Office of the Company.

Address of the Registrar of Companies

Address : 100, Everest, Marine Drive, Mumbai 400002, Maharashtra, India
Tel No. : +91 22 22812627/22020295/22846954

Fax No. 1 +91 22 22811977

Email Id : roc.mumbai@mca.gov.in

DESIGNATED STOCK EXCHANGE

Our Company proposed to list its Equity Shares on the EMERGE Platform of National Stock Exchange of India
Limited located at Exchange Plaza, Plot no. C/1, G Block, Bandra — Kurla Complex, Bandra (E) Mumbai - 400051,
Maharashtra, India

ISSUE PROGRAMME

 

 

 

Issue Opening Date February 22,2021;Monday

Issue Closing Date February 25,2021;Thursday
Finalization of Basis of Allotment with the Designated On or before March 02,2021;Tuesday
Stock Exchange

 

Initiation of Allotment / Refunds / Unblocking of Funds — | On or before March 03,2021;Wednesday

 

Credit of Equity Shares to demit accounts of Allottee’s On or before March 04,2021;Thursday

 

Commencement of trading of the Equity Shares on the
Stock Exchange

 

 

On or before March 05, 2021;Friday

 

 

OUR BOARD OF DIRECTORS

The following table sets out details regarding our Board as on the date of this Prospectus:

 

 

 

 

 

 

 

 

Sr. Name and
No. Designation Age DIN PAN Card No. Address
Mrs. Rachana Zuzer | 50 802/803 Breezy Heights, Sherly Rajan
& Lucknowala ; ‘Yrs 02466195 AAVPLSI46P Road, Rizvi Complex, Bandra West,

 

 

46
 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. Name and
No. Designation Age DIN PAN Card No. Address
Managing Director Mumbai, Maharashtra - 400054,
Maharashtra, India
Mr. Armaan Zuzer 802/803 Breezy Heights, Sherly Rajan
Lucknowala; 21 Road, Rizvi Complex, Bandra West,
2 Non-Executive Yrs 07961568 /AUNPL9S28R, Mumbai, Maharashtra - 400054,
Director Maharashtra, India
Mr. Firoz Hatim 56 304, Sylverton Building, 102 Wode
3. Lucknowala; Vis 01553122 AAAPL1832B_ | House Road, Colaba-400005,
Executive Director Mumbai, Maharashtra, India
Mr. Kartikeya Girish 60/A Jariwala Mansion, 1st Floor,
Desai; 56 Hughes Road, Opp. Dharam Palace,
4 | Independent Non- | Yes | 26676124 | ABQPDS219F | Coane Road, Mumbai - 400007,
Executive Director Maharashtra, India
Mr. Manish Heeralal 402, Sonam Apartment, Near Ambaji
Chandak; 31 Temple, Kasar Ali, Near Ajay Nagar,
5 Independent Non- | Yrs gB220007 AINE G54/6H Kombadpada, Bhiwandi, Thane, -
Executive Director 421308, Maharashtra, India
ee amet Bret 51 701, Shivala, Khatau Road, Cuffe
6 Tae andent Non | Yrs 08614642 AACPB5887G | Parade, Coloba-
P . . 400005MumbaiMaharashtra, India.
Executive Director

 

For detailed profile of our Board of Directors, refer to chapter titled ‘Our Management’ on page no. 121 of this

Prospectus.

 

CHIEF EXECUTIVE OFFICER

Name
Address

Tel No.
Email Id
Website

: MR. ZUZER H. LUCKNOWALA

:303/304/305, Simran Plaza, Khar 4'" Road, Next to Regal Enclave Hotel, Khar
(West), Mumbai — 400 052, Maharashtra, India

: +91 22 49739352

: zuzer@partycruisersindia.com

: www.partycruisersindia.com

COMPANY SECRETARY & COMPLIANCE OFFICER

Name
Address

Tel No.
Email Id
Website

: Ms.Namrata Subhashsingh Negi

:303/304/305, Simran Plaza, Khar 4" Road, Next to Regal Enclave Hotel, Khar
(West), Mumbai — 400 052, Maharashtra, India

: +91 22 49739352

: compliance@partycruisersindia.com

: WWww.partycruisersindia.com

CHIEF FINANCIAL OFFICER

Name
Address

Tel No.
Email Id
Website

: MRS. PHYLLIS POLEKAD

:303/304/305, Simran Plaza, Khar 4‘ Road, Next to Regal Enclave Hotel, Khar
(West), Mumbai — 400 052, Maharashtra, India

: +91 22 49739352

: cafo@partycruisersindia.com

: www.partycruisersindia.com

47
LEAD MANAGER FOR THE COMPANY

Name :FIRST OVERSEAS CAPITAL LIMITED
Registered Office :1-2 Bhupen Chambers, Ground Floor, Dalal Street, Mumbai-400 001
Tel No. : +91 22 40509999
Fax No. :N.A.
Email Id : sunu@focl.in / mala@focl.in
Contact Person : Mr. Sunu Thomas/ Ms. Mala Soneji
Website :www.foclin
SEBI Registration No. : INM000003671
CIN :U67120MH1998PLC114103
REGISTRAR TO THE ISSUE
Name : KFIN TECHNOLOGIES PRIVATE LIMITED
Address :Selenium Tower B, Plot 31-32, Gachibowli, Financial District,
Nanakramguda,Hyderabad 500 032,India
Tel No. : +91 40 6716 2222
Fax No. : +91 40 2343 1551
Investor Email Id : einward.ris@kfintech.com
Contact Person : Mr. M Murali Krishna
Website :www.kfintech.com
SEBI Registration No. : INRO00000221
CIN : U72400TG2017PTC117649
Note:

Investors may contact the Company and/or the Registrar to the Issue, i.e. Kfin Technologies Private Limited
and/ or the Lead Manager, i.e. First Overseas Capital Limited, in case of any pre-issue or post-issue related
problems, such as non-receipt of letters of Allotment, non-credit of allotted Equity Shares in the respective
beneficiary account, or/and non-receipt of funds by electronic mode etc.

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the
relevant Designated Intermediaries to whom the Application was submitted (at ASBA Bidding Locations), giving
full details such as name of the sole or first Applicant, address of the applicant, number of Equity Shares applied for,
Application Amount blocked, ASBA Account number and the Designated Branch of the relevant SCSBs to whom
the ASBA Application Form was submitted.

Further, the investor shall also enclose the Acknowledgment Slip from the Designated Intermediaries in addition to
the documents/information mentioned hereinabove.

LEGAL ADVISOR TO THE ISSUE

Name : RAJANI ASSOCIATES, ADVOCATES & SOLICITORS

Address :204-207, Krishna Chambers, 59, New Marine Lines, Mumbai — 400 020,
Maharashtra, India

Tel No. :+91 22 40961000

Email Id :sangeeta@rajaniassociates.net

Contact Person : Ms. Sangeeta Lakhi

PEER REVIEW/ INDEPENDENT AUDITOR OF THE COMPANY

Name : RAMANAND &ASSOCIATES,CHARTERED ACCOUNTANTS

Address : 6/C, Ostwal Park Building No. 4 CHSL, Opp. Jesal Park Jain Temple,
Bhayander (East), District Thane, Mumbai — 401 105, Maharashtra, India

Tel No. : +91 22 28171199 / 9322006131

Email Id : rg@caramanandassociates.com

Contact Person : Mr. Ramanand Gupta

Membership No. : 103975

48
Firm Registration No.

:117776W

M/s RAMANAND & ASSOCIATES, CA, holds valid Peer Review Certificate Number 009474dated
January 11, 2017 issued by Peer Review Board of the Institute of Chartered Accountants of India.

STATUTORY AUDITOR OF THE COMPANY

Name
Address

Tel No.

Email Id

Contact Person
Membership No.
Firm Registration No.

: RAMANAND &ASSOCIATES,CHARTERED ACCOUNTANTS

: 6/C, Ostwal Park Building No. 4 CHSL, Opp. Jesal Park Jain Temple,
Bhayander (East), District Thane, Mumbai — 401 105, Maharashtra, India

: +91 22 28171199 / 9322006131

: rg@caramanandassociates.com

: Mr. Ramanand Gupta

: 103975

:117776W

BANKER(S) TO THE COMPANY

Name

Address

Tel No.

Email Id

Contact Person
Website

SEBI Registration No.
CIN

Name

Address

Tel No.

Email Id
Contact Person
Website

CIN

Name
Address

Tel No.

Email Id

Contact Person
Website

SEBI Registration No.
CIN

: HDFC BANK LIMITED

: Venus Apt, Ground Floor, Wadia Street, Tardeo, Mumbai 400034
: +91 22 61606161

:support@hdfcbank.com

: Mrs. Tanaz Doctor/ Mrs. Neha Sharma

: www.hdfcbank.com

: INBIO00000063

: L65920MH1994PLC080618

: KOTAK MAHINDRA BANK LIMITED

:Ground Floor, Sapphire Bldg, S. V. Road, Khar (W), Mumbai 400052
: +91 22 40220855,

: selina.dawson@kotak.com

: Mrs. Selina Dawson

: www.kotak.com

:L65110MH1985PLC038137

: AXIS BANK LIMITED

:Ground Floor, Virani Manzil, Opp Kabutar khana, 4th Road, Khar(W), Mumabi
400052

: +91 26055314/ 5318

:kharstation.branchhead@axisbank.com

: Mr. Manohar Hegde/ Mr. Sunil Virkar

:www.axisbank.com

: INBI00000017

: L65110GJ1993PLC020769

UNDERWRITER (S) TO THE ISSUE

Name

Registered Office

Tel No.

Fax No.

Email Id

Contact Person
Website

SEBI Registration No.
CIN

:FIRST OVERSEAS CAPITAL LIMITED

:1-2 Bhupen Chambers, Ground Floor, Dalal Street, Mumbai-400 001
: +91 22 40509999

iNAL

: sunu@focl.in/ mala@focl.in

: Mr.Sunu Thomas/ Ms. Mala Soneji

:www.foclin

: INM000003671

:U67120MH1998PLC114103

49
MARKET MARKER(S) TO THE ISSUE

Name : NNM SECURITIES PRIVATE LIMITED

Address : B 6/7, Shri Siddhivinayak Plaza, 2" floor, Plot No.B-3, Oshiwara, Opp.Citi
Mall,Oshiwara Andheri(W), Mumbai-400053.

Tel No. : 022-40790011,40790036

Email Id : support@nnmsecurities.com

Contact Person : Mr.Nikunj Mittal

Website : Www.nnmsecurities.com

SEBI Registration No. + INZ000234235

CIN : U67120MH1997PTC111496

BANKER(S) TO THE ISSUE/ ESCROW COLLECTION BANK/REFUND BANK

Name : HDFC BANK LIMITED

Address : 7th Floor, Lodha I Think Techno Campus, Alpha Building, Kanjurmarg
East, Mumbai - 400042, Opposite Railway Station, Near Crompton
Greaves Ltd

 

Tel No. 1 +91 22 30752928/29/14

Fax No. : +91 22 25799801

Email Id :Vishal.Lade@hdfcbank.com/Neerav.Desai@hdfcbank.com/
Prasanna.Uchil@hdfcbank.com/ Sachin.Dixit@hdfcbank.com

Contact Person : Mr. Vishal Lade/ Mr.Neerav Desai/ Mr.Prasaanna Uchil/ Mr.Sachin Dixit

Website :www.hdfcbank.com

SEBI Registration No. : INBIO00000063

CIN : L65920MH1994PLC080618

Self-Certified Syndicate Banks (SCSB’s)

The list of Designated Branches that have been notified by SEBI to act as SCSB for the ASBA process is provided
on http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=35. For more information
on the Designated Branches collecting ASBA Forms, see the above mentioned SEBI link.

 

Registered Brokers

Investors can submit Application Forms in the Issue using the stock brokers network of the Stock Exchanges, i.e.,
through the Registered Brokers at the Broker Centres. The list of the Registered Brokers, including details such as
postal address, telephone number and email address, is provided on the websites of the SEBI (www.sebi.gov.in) and
updated from time to time. For details on Registered Brokers, please __ refer
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes.

 

Registrar to Issue and Share Transfer Agents

The list of the RTAs eligible to accept Applications forms at the Designated RTA Locations, including details such
as address, telephone number and e-mail address, are provided on the website of SEBI on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, as updated from time to time.

 

Collecting Depository Participants

The list of the CDPs eligible to accept Application Forms at the Designated CDP Locations, including details such
as name and contact details, are provided on the website of Stock Exchanges, as updated from time to time. The list
of branches of the SCSBs named by the respective SCSBs to receive deposits of the Application Forms from the
Designated Intermediaries will be available on the website of the SEBI (www.sebi.gov.in) SEBI (www.sebi.gov.in)
on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time.
Credit Rating

This being an Issue of Equity Shares, there is no requirement of credit rating.

50
Debenture Trustees
This is being an Issue of Equity Shares; the appointment of Debenture trustee is not mandatory.
IPO Grading

Since the Issue is being made in terms of Chapter 1X of the SEBI (ICDR) Regulations, 2018, there is no requirement
of appointing an IPO Grading agency.

Inter-Se Allocation of Responsibilities for the Issue

Since, First Overseas Capital Ltd. is the sole Lead Manager to this Issue, a statement of inter se allocation of
responsibilities among Lead Managers is not applicable.

Statement of Responsibility of the Lead Manager/ Statement of inter se allocation of responsibilities

Since, First Overseas Capital Limited is the sole Lead Manager to the Issue, a statement of inter se allocation of
responsibilities amongst Lead Managers is not required.

Appraisal and Monitoring Agency

As per Regulation 262(1) of SEBI (ICDR) Regulations, the requirement of Monitoring Agency is not mandatory if
the issue size is below Rs. 10,000 Lakhs. Since this Issue Size is less than Rs. 10,000 Lakhs, our Company has not
appointed any monitoring agency for this Issue. However, as per the Section 177 of the Companies Act, 2013, the
Audit Committee of our Company would be monitoring the utilization of the proceeds of the Issue.

Expert Opinion

Except the report of the Auditor on statement of special tax benefits and report on restated financials for the period
ended 30"" Sept 2020 and financial year ended March 31, 2020, 2019 and 2018 as included in this Prospectus, our
Company has not obtained any expert opinion.

Filing of Draft Prospectus and Prospectus

The Draft Prospectus shall not be filed with SEBI, nor shall SEBI issue any observation on the Offer Document in
terms of Regulation 246(2) of SEBI (ICDR), 2018. However, pursuant to Regulation 246(5), the soft copy of Draft
Prospectus shall be submitted to SEBI. Pursuant to SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011
dated January 19, 2018, a copy of the Draft Prospectus and Prospectus will be filed online through SEBI
Intermediary Portal at https://siportal.sebi.gov.in.

A copy of the Draft Prospectus and Prospectus along with the with due diligence certificate including additional
confirmations required to be filed under Section 26 of the Companies Act, 2013 will be delivered to the Registrar of
Company situated at 100, Everest, Marine Drive, Mumbai 400002, Maharashtra, India.

Changes in Auditors during the last Three Financial Years

Except as mentioned below, there have been no changes in the Auditors in last three financial years preceding the
date of filing this Prospectus:

 

 

 

Particulars of previous Auditor Particulars of New Auditor Effective Date Reason
M/s. J. J. Desai & Associates, | M/s. Ramanand & Associates,
Chartered Accountants Chartered Accountants Resignation
Address: Office No. 15, 6" Floor, | Address: 6/C, Ostwal Park M/s. Ramanand & We. 30-
Tardeo Air Conditioned Market | Building No. 4 CHSL, Opp. Associates is 11-2018
Building, Tardeo Road, Mumbai — | Jesal Park Jain Temple, appointed for 1 year
400 034, Maharashtra, Mumbai Bhayander (East), District. w.e.f. 31-12-2018 due to Ere:
Tel No. +91 22 23514171/ | Thane, Mumbai — 401 105, Occupation
23524173 / 9821023263 Maharashtra, India

 

 

 

 

 

51
 

Particulars of previous Auditor Particulars of New Auditor Effective Date Reason

 

 

Email:jjdesai@vsnl.com, Tel No.: +91 22 28171199/
desaijitesh@gmail.com 9322006131

Contact Person: Mr. Jitesh J. Desai_| Email:rg@caramanandassociat
Membership No.: 044351 es.com

Firm Registration No: 102312W Contact Person: Mr.
Peer Review Number: NA Ramanand Gupta

Membership No.: 103975
Firm Registration No:
117776W

Peer Review Number:009474

 

 

 

 

 

 

Underwriting Agreement

This Issue is 100% Underwritten. The Underwriting agreement is dated November 30, 2020. Pursuant to the terms
of the Underwriting Agreement, the obligations of the Underwriters are several and are subject to certain conditions
specified therein. The Underwriters have indicated their intention to underwrite the following number of specified
securities being offered through this Issue:

 

 

No. of Equit a % of the total
Details of the Underwriters shares ” Se em Issue Size
underwritten * ae Underwritten
First Overseas Capital Limited
1-2 Bhupen Chambers, Ground Floor,
Dalal Street, Mumbai-400 001
Tel No.; +91 22 22702067/68
Fax No.: N.A.
Email Id: sunu@focl.in/ mala@focl.in 15,20,000 7,75,20,000 100.00

Contact Person: Mr. Sunu Thomas/ Ms.

Mala Soneji

Website: www.focl.in

SEBI Registration No.: INM000003671

CIN No: U67120MH1998PLC114103

Total 15,20,000 7,75,20,000 100.00
*Includes 76,000 Equity shares of the Market Maker Reservation Portion which are to be subscribed by the Market
Maker in order to claim compliance with the requirements of Regulation 261 of the SEBI (ICDR) Regulations, 2018,
as amended.

 

 

 

 

 

 

 

As per Regulation 260(2) of SEBI (ICDR) Regulations, 2018, the Lead Manager has agreed to underwrite to a
minimum extent of 15% of the Issue out of its own account.

In the opinion of our Board of Directors (based on a certificate given by the Underwriter, the resources of the above-
mentioned Underwriters are sufficient to enable them to discharge the underwriting obligations in full. The above-
mentioned Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with
the Stock Exchanges.

Details of the Market Making Arrangement for the Issue

Our Company and the Lead Manager have entered into an agreement dated January 20, 2021, with the following
Market Maker, duly registered with NSE Limited to fulfill the obligations of Market Making:

Name NNM SECURITIES PRIVATE LIMITED

Address B 6/7, Shri Siddhivinayak Plaza, 2" floor, Plot No.B-3, Oshiwara, Opp.Citi
Mall,Oshiwara Andheri(W), Mumbai-400053

Tel No. 022-40790011,40790036

Email Id support@nnmsecurities.com

Contact Person Mr.Nikunj Mittal

52
Website Wwww.nnmsecurities.com
SEBI Registration No. INZ000234235
CIN U67120MH1997PTC111496

NNM Securities Private Limited ,registered with SME segment of NSE will act as the Market Maker and has agreed
to receive or deliver the specified securities in the market making process for a period of three years from the date of
listing of our Equity Shares or for a period as may be notified by anendmentto SEBI (ICDR) Regulations.

The Market Maker shall fulfill the applicable obligations and conditions as specified in the SEBI (ICDR)
Regulations, 2018, and its amendments thereto and the circulars issued by the NSE and SEBI regarding this matter
from time to time.

Following is a summary of the key details pertaining to the Market Making arrangement:

1.

10.

11.

The Market Maker(s) (individually or jointly) shall be required to provide a 2-way quote for 75% of the time in
a day. The same shall be monitored by Stock Exchange. Further, the Market Maker shall inform Stock
Exchange in advance for each and every black out period when the quotes are not being offered by the Market
Maker.

The minimum depth of the quote shall be Rs.1,00,000/-. However, the investors with holdings of value less than
Rs. 1,00,000/- shall be allowed to offer their holding to the Market Maker(s) (individually or jointly) in that
scrip provided that he/she sells his/her entire holding in that scrip in one lot along with a declaration to the
effect to the selling broker.

After completion of the first (3) three months of market making period, the market maker would be exempted to
provide quote if the Shares of Market Maker in our Company reaches to 25% of Issue Size (Including the 76000
Equity Shares out to be allotted under this Issue.) Any Equity Shares allotted to Market Maker under this Issue
over and above 76,000 Equity Shares would not be taken in to consideration of computing the threshold of 25%
of Issue Size. As soon as the Shares of market maker in our Company reduce to 24% of Issue Size, the Market
Maker will resume providing 2-way quotes.

There shall be no exemption/threshold on downside. However, in the event the Market Maker exhausts its
inventory through market making process, the concerned Stock Exchange may intimate the same to SEBI after
due verification.

The Inventory Management and Buying/Selling Quotations and its mechanism shall be as per the relevant
circulars issued by SEBI and EMERGE Platform of NSE from time to time.

Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker(s), for the
quotes given by them.

The Market Maker shall not sell in lots less than the minimum contract size allowed for trading on the
EMERGE Platform of NSE (in this case currently the minimum trading lot size is 2,000 Equity Shares;
however, the same may be changed by the EMERGE Platform of NSE from time to time).

The prices quoted by the Market Maker shall be in compliance with the Market Maker Spread requirements and
other particulars as specified or as per the requirements of the EMERGE Platform of NSE and SEBI from time
to time.

The Market Maker shall not be responsible to maintain the price of the Equity Shares of the Issuer Company at
any particular level and is purely supposed to facilitate liquidity on the counter of Party Cruisers Limited via its
2-way quotes. The price of the Equity Shares shall be determined and be subject to market forces.

There would not be more than (5) five Market Makers for the Company’s Equity Shares at any point of time
and the Market Makers may compete with other Market Makers for better quotes to the investors. At this stage,
NNM Securities Private Limited is acting as the sole Market Maker.

The Market Maker shall start providing quotes from the day of the listing / the day when designated as the
Market Maker for the respective scrip and shall be subject to the guidelines laid down for market making by the
EMERGE Platform of NSE.

53
12.

13.
14.

15.

16.
17.

18.

19.

20.

21.

22.

23.

On the first day of the listing, there will be pre-opening session (call auction) and there after the trading will
happen as per the equity market hours. The circuits will apply from the first day of the listing on the discovered
price during the pre-open call auction.

The Marker Maker may also be present in the opening call auction, but there is no obligation on him to do so.

The securities of the company will be placed in SPOS and would remain in Trade for Trade settlement for 10
days from the date of listing of Equity share on the Stock Exchange.

The shares of the company will be traded in continuous trading session from the time and day the company gets
listed on EMERGE Platform of NSE Limited and market maker will remain present as per the guidelines
mentioned under NSE Limited and SEBI circulars.

The Market Maker has to act in that capacity for a period of three years.

There will be special circumstances under which the Market Maker may be allowed to withdraw temporarily /
fully from the market — for instance due to system problems, any other problems. All controllable reasons
require prior approval from the Exchange, while force-majeure will be applicable for non-controllable reasons.
The decision of the Exchange for deciding controllable and non-controllable reasons would be final.

The Market Maker(s) shall have the right to terminate said arrangement by giving three or one month notice or
on mutually acceptable terms to the Lead Manager/Merchant Banker, who shall then be responsible to appoint a
replacement Market Maker(s).

In case of termination of the above mentioned Market Making agreement prior to the completion of the
compulsory Market Making period, it shall be the responsibility of the Lead Manager/Merchant Banker to
arrange for another Market Maker(s) in replacement during the term of the notice period being served by the
Market Maker but prior to the date of releasing the existing Market Maker from its duties in order to ensure
compliance with the requirements of regulation 261 of the SEBI (ICDR) Regulations. Further the Company and
the Lead Manager/Merchant Banker reserve the right to appoint other Market Maker(s) either as a replacement
of the current Market Maker or as an additional Market Maker subject to the total number of Designated Market
Makers does not exceed 5 (five) or as specified by the relevant laws and regulations applicable at that
particulars point of time. The Market Making Agreement is available for inspection at our Registered Office
from 11.00 a.m. to 5.00 p.m. on working days.

Risk containment measures and monitoring for Market Makers: NSE SME will have all margins which are
applicable on the NSE Main Board viz., Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin,
Special Margins and Base Minimum Capital etc. NSE can impose any other margins as deemed necessary from
time-to-time.

Punitive Action in case of default by Market Makers: EMERGE Platform of NSE will monitor the obligations
on a real time basis and punitive action will be initiated for any exceptions and / or non-compliances. Penalties /
fines may be imposed by the Exchange on the Market Maker, in case he is not able to provide the desired
liquidity in a particular security as per the specified guidelines. These penalties / fines will be set by the
Exchange from time to time. The Exchange will impose a penalty on the Market Maker in case he is not present
in the market (offering two way quotes) for at least 75% of the time. The nature of the penalty will be monetary
as well as suspension in market making activities / trading membership.

The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties/ fines
/ suspension for any type of misconduct / manipulation / other irregularities by the Market Maker from time to
time.

Price Band and Spreads: SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012,

has laid down that for Issue size up to Rs. 250 Crores, the applicable price bands for the first day shall be:

e Incase equilibrium price is discovered in the Call Auction, the price band in the normal trading session shall
be 5% of the equilibrium price.

e Incase equilibrium price is not discovered in the Call Auction, the price band in the normal trading session
shall be 5% of the Issue price.

Additionally, the trading shall take place in TFT segment for first 10 days from commencement of trading. The
price band shall be 20% and the Market Maker Spread (difference between the sell and the buy quote) shall be
within 10% or as intimated by Exchange from time to time.

54
24.

25.

The following spread will be applicable on the SME Exchange Platform.

 

 

 

 

 

Sr. No. Market Price Slab (in Rs.) Proposed spread (in % to sale price)
1, Up to 50 9
2} 50 to 75 8
Bi 75 to 100 6
4. Above 100 5

 

 

 

 

 

Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper side
for Market Makers during market making process has been made applicable, based on the Offer size and as
follows:

 

 

 

 

 

 

Buy quote exemption threshold Re-Entry threshold for buy quote
Issue Size (including mandatory initial (including mandatory initial
inventory of 5% of the Issue Size) inventory of 5% of the Issue Size)
Up to Rs.20 Crores 25% 24%
Rs.20 to Rs.50 Crores 20% 19%
Rs.50 to Rs.80 Crores 15% 14%
Above Rs.80 Crores 12% 11%

 

 

 

 

The Market Making arrangement, trading and other related aspects including all those specified above shall be
subject to the applicable provisions of law and / or norms issued by SEBI / NSE from time to time.

All the above mentioned conditions and systems regarding the Market Making Arrangement are subject to
change based on changes or additional regulations and guidelines from SEBI and Stock Exchange from time to
time.

55
SECTION VI- CAPITAL STRUCTURE

Certain forms and resolutions filed with Registrar of Companies (prior to 2017) are not traceable by our
Company due to shift in offices and have been destroyed due to office being infested by the termites. With respect
to changes in capital structure these include forms and resolutions for increase in authorized share capital, share
capital allotment, annual returns, etc. Hence, this chapter is prepared based on ROC search report, data provided
by management and to the best of information available.

The Equity Share capital of our Company, as on the date of this Prospectus is set forth below:

 

 

 

 

 

 

 

 

 

(Amt in Rs.)
sr. Aggregate Value | Aggregate
* | Particulars at Nominal | Value at Issue
No. .
Value price
A._| Authorized Share Capital
60,00,000 Equity Shares of Rs. 10/- each 6,00,00,000 -
B. Issued, Subscribed and Paid-Up Share Capital before the Issue
40,80,000 Equity Shares of Rs. 10/- each 4,08,00,000 -
C.__| Present Issue in terms of this Prospectus
Issue of 15,20,000 Equity Shares of face value of Rs. 10/- each at a 1,52,00,000 7,75,20,000

Issue price of Rs.51/- per Equity Share

 

Which comprises:

 

(a) Reservation for Market Maker(s) 76,000 Equity Shares of
face value of Rs. 10/- each reserved as Market Maker portion at 7,60,000 38,76,000
a price of Rs.51/- per Equity Share

 

(b) Net Issue to the Public of 14,44,000 Equity Shares of face

 

 

 

 

 

 

 

 

 

 

 

value of Rs. 10/- each at a price of Rs.51/- per Equity Share 144,40,000 7,36,44,000

# Of the Net Issue to the Public*

7,22,000 Equity Shares of face value of Rs. 10/- each at a price of

Rs.51/- per Equity Share shall be available for allocation for

Investors applying for a value of up to Rs. 2.00 Laths (Retail 72,20,000 3,68,22,000

Investors)

7,22,000 Equity Shares of face value of Rs. 10/- each at a price of

Rs.51/- per Equity Share shall be available for allocation for

Investors applying for a value of upto Rs. 2.00 Lakhs (Non-Retail 72:20,000 3,68,22,000

Investors)
D.__| Issued, Subscribed and Paid-up Share Capital after the Issue

56,00,000 Equity Shares of Rs. 10/- each 5,60,00,000 6,23,20,000
E. Securities Premium Account

Before the Issue 37,25,000

After the Issue 6,23,20,000

 

 

 

 

 

# Allocation to all categories shall be made on a proportionate basis subject to valid Applications received at or
above the Issue Price. Under subscription, if any, in any of the categories, would be allowed to be met with spill-
over from any of the other categories or a combination of categories at the discretion of our Company in
consultation with the Lead Manager and Designated Stock Exchange. Such inter-se spill-over, if any, would be
affected in accordance with applicable laws, rules, regulations and guidelines. For detailed information on the Net
Issue and its allocation various categories, please refer chapter titled “The Issue” on page no. 41 of this
Prospectus.

The Present Issue has been authorized pursuant to a resolution of our Board dated October 24, 2020and by Special
Resolution passed under Section 62(1)(c) of the Companies Act, 2013 at the Extra-Ordinary General Meeting
of our shareholders held on November 02, 2020.

Class of Shares

56
The company has only one class of shares i.e. Equity shares of Rs. 10.00/- each only and all Equity Shares are
ranked pari-passu in all respect. All Equity Shares issued are fully paid-up as on date of the Prospectus.
Our Company does not have any outstanding convertible instruments as on the date of the Prospectus.

NOTES TO THE CAPITAL STRUCTURE

1. Details of change in Authorized Share Capital of our Company:

Since the incorporation of our Company, the authorized Share Capital of our Company has been altered in the

manner set forth below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. Date of the Particulars (No. of Equity Shares) .
No. Meeting From To Se
- 2,000 Equity Shares of .
1. 02/12/1994 Rs. 100/- each On Incorporation
2,001Equity Shares of Rs. | 5,000 Equity Shares of
2: 19/08/2012 100/- each Rs. 100/- each EGM
Reduction of Face value of Rs. | 50,000 Equity Shares of
2: Su03/2012 100/- to Rs. 10/- each Rs. 10/- each EGM
4. 31/03/2013, 50,001 Equity Shares of Rs. 30,00,000 Equity Shares EGM
: 10/- each of Rs. 10/- each
30,00,001 Equity Shares of | 60,00,000 Equity Shares
Be Oo/e/2018 Rs. 10/- each of Rs. 10/- each GM
2. Paid-up Share Capital History of our Company
Considerati
Date of Cumulativ on (Cash, Cumulative
Sr. | Allotment Novot eno | | lve Bonus, Share Dare et!
no. | of Equity ares Equity vaue Price | Considerati | Capital Reasons for
Shares 2 Shares | (5) | 5) | on other (Rs) oe
than cash)
Subscription
1, 02/12/1994 20 20 100.00 | 100.00 Cash 2000 to MOA
Further
2. | 18/08/1998 980 1,000 | 100.00 | 100.00 Cash 1,00,000 | Allotment
Further
3. | 15/03/2012 3,750 4,750 100.00 | 100.00 Cash 4,75,000 | atiotment
Further
4. | 15/03/2012 250 5,000 100.00 | 100.00 Cash 5,00,000 | allotment
Reduction of
face value
5. | 31/03/2012 50,000 10.00 - Cash 5,00,000 | from Rs.
100/- to Rs.
10/- each
Issue of Equity Shares in the last two(2) years
Bonus
6. 30/06/2018 | 40,00,000 | 40,50,000 | 10.00 - Bonus 4,05,00,000 Shares.
Allotment
Further
7. | 25/04/2019 30,000 40,80,000 | 10.00 | *65.00 Cash 4,08,00,000
Allotment

 

 

 

 

 

 

 

 

 

 

*The Issue Price for allotment of the said equity shares is based on the Fair Valuation report of Equity Shares
obtained from an Independent Merchant Banker named Navigant Corporate Advisors Ltd, SEBI Registration
No.: INM000012243 having their office at 423, A Wing, Bonanza, Sahar Plaza Complex, J B Nagar, Andheri
Kurla Road, Andheri East, Mumbai-400 059; Tel. No. +91 22 6560 5550; Email: navigant@navigantcorp.com

57

 
2.1 Initial Subscribers to Memorandum of Association are:

 

 

 

 

 

Sr. No. Name of the Allottee’s No. of shares Allotted
1; Mr. Zuzer Hatim Lucknowala 10
2s Mr. Joji George 10
Total 20

 

 

 

 

22
Allottees on

August 18, 1998:

Further Allotment of 980 Equity Shares of face value of Rs. 100 each fully paid issued at par to following

 

 

 

Sr. No. Name of the Allottee’s No. of shares Allotted
1. Mr. Zuzer Hatim Lucknowala 740
2. Mrs. Rachana Zuzer Lucknowala 240
Total 980

 

 

 

 

 

 

2:3
Allottees on

Further Allot

March 15, 2012:

tment of 3,750 Equity Shares of face value of Rs. 100 each fully paid

issued at par to following

 

 

 

 

 

 

 

Sr. No. Name of the Allottee’s No. of shares Allotted
1 Mr. Zuzer Hatim Lucknowala 1,875
2 Mrs. Rachana Zuzer Lucknowala 1,875
Total 3,750

 

 

2.4
Allottees on

March 15, 2012:

Further Allotment of 250 Equity Shares of face value of Rs. 100 each fully paid

issued at par to following

 

 

 

 

 

 

Sr. No. Name of the Allottee’s No. of shares Allotted
1 Purple Ventures Management 250
Consultants LLP
Total 250

 

 

2.5

Company has passed resolution at the Extra Ordinary General Meeting held on March 31, 2012 for reduction of
face value of shares from Rs. 100/- to Rs. 10/- each and following were the shareholders as on March 31, 2012:

 

 

 

 

 

 

 

 

Sr. No. Name of the Allottee’s No. of shares Allotted
1 Mr. Zuzer Hatim Lucknowala 23,750
2 Mrs. Rachana Zuzer Lucknowala 23,750
Purple Ventures Management
2 Consultants LLP 2,200
Total 50,000

 

 

2.6 Further Allotment of 40,00,000Equity Shares of face value of Rs. 10 each by way of Bonus Issue to the existing

shareholders
Crores out 0}
held on June

 

 

 

 

 

 

 

 

 

 

 

Sr. No. Name of the Allottee’s No. of shares Allotted
1. Mr. Zuzer H. Lucknowala 19,07,760
2; Mrs. Rachana Zuzer Lucknowala 18,92,240
a Mr. Armaan Zuzer Lucknowala 1,36,000
4, Ms. Zainab Firoz Lucknowala 16,000
5. Ms. Muskaan Elyas Lucknowala 16,000
6. Ms. Mehak Elyas Lucknowala 16,000
B Ms. Alefiya Firoz Lucknowala 16,000
Total 40,00,000

 

 

 

58

in the ratio of 80 Equity Shares for every 1 (one) Equity Shares held by capitalization of Rs. 4.00
f the free reserves of our Company and pursuant to the approval of the Directors at their meeting
30, 2018. The details of the allotment is as follows:
2.7 Further Allotment of 30,000 Equity Shares of face value of Rs. 10 each fully paid issued at Rs. 65 per equity

10.

11.

12.

13.

14.

share (including a premium of Rs. 55 per share) to following Allottees as on April 25, 2019:

 

 

 

 

Sr. No. Name of the Allottee’s No. of shares Allotted
1. Mr. Firoz Hatim Lucknowala 15,000
2: Mr. Elyas Hatim Lucknowala 15,000
Total 30,000

 

 

 

 

 

Equity Shares issued for consideration other than cash by Our Company:

Except for as mentioned above in the notes to capital structure under point number 2 (2.6) of ‘Share Capital
History of the Company’, our Company has not issued any other equity shares for consideration other than cash.

Equity Shares issued in the preceding two(2) years:

Except for as mentioned above in the notes to capital structure under point numbers2(2.7)- ‘Share Capital
History of the Company, our Company has not issued any equity shares during a period of two (2) years
preceding the date of the Prospectus.

Our Company has not revalued its assets since inception and has not issued any Equity Shares (including bonus
shares) by capitalizing any revaluation of reserves.

Our Company has not made any allotment of Equity Shares pursuant to any scheme approved under Section
Sections 391 to 394 of the Companies Act, 1956 or Section 230-240 of the Companies Act, 2013 as on the date
of the Prospectus.

Our Company has not issued Equity Shares at a price lower than the Issue price during a period of one year
preceding the date of the Prospectus.

Our Company does not have any Employee Stock Option Scheme / Employee Stock Purchase Plan for our
employees, and we do not intend to allot any shares to our employees under Employee Stock Option Scheme /
Employee Stock Purchase Plan from the proposed issue. As and when, options are granted to our employees
under the Employee Stock Option Scheme, our Company shall comply with the SEBI (Share Based Employee
Benefits) Regulations, 2014.

As on the date of filing of this Prospectus, there are no partly paid-up shares, outstanding convertible securities,
warrants or outstanding warrants, options or rights to convert debentures in our Company or loans or other
financial instruments into our equity shares.

There are no equity shares against which depository receipts have been issued.

Other than the equity shares, there are no other class of securities issued by our Company.

All the equity shares of our Company are fully paid up as on the date of this Prospectus. Further, since the entire
money in respect of the Issue is being called on application, all the successful applicants will be allotted fully

paid-up equity shares. Other than the Equity Shares, there is no other class of securities issued by our Company.

Our Company undertakes that at any given time, there shall be only one denomination for our Equity Shares,
unless otherwise permitted by law.

Capital Buildup of our Promoter's shareholding in the Company
As on the date of this Prospectus, our Promoters-Mr. Zuzer Hatim Lucknowala and Mrs. Rachana Zuzer

Lucknowala together hold 38,47,500 Equity Shares of our Company which is 94.30 % of our Pre-Issue Paid-Up
Capital.

 

Name of the Date of No. of FV Issue Price/ Nature of % of the Paid-
Allottee’s Allotment/ Equity (Rs.) Transfer Price/ Consideration/ up Capital

 

 

 

 

 

 

 

 

 

59
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer Shares ‘Acquisition Allotment? Pre- | Post-
Allotted Price (Rs.) Acquired/ Transfer | Issue | Issue
02-12-1994 | 10 100.00 100.00 Subscription to} =
MoA
18-08-1998 740 100.00 100.00 Further Allotment : -
Transfer to Mrs.
25-05-2005 (250) 100.00 100.00 Rachana. Zuzer - -
Lucknowala
15-03-2012 1,875 100.00 100.00 Cash Allotment : -
Change in Face
value from Rs.
31-03-2012 23,750 10.00 - 100/- to Rs.10/-
resulting into
increase in shares 0.58 0.42
01-08-2013 | (2) 10.00 10.00 Transfer_to' MY.) oo | 0:00
various allottee’s
Mr. Zuzer Transferred to
Hatin 31-03-2016 (95) 10.00 10.00 various allottee’s 2 (0.00) | (0.00)
Lucknowala Transfer from M/s
16-05-2018 2,500 10.00 1,000.00 Purple ventures | 0.06 0.04
LLP
Transferred to
21-05-2018 (2,250) 10.00 10.00 various ‘allottes’s? (0.05) | (0.04)
21-05-2018 | 113 10.00 10.00 Transferred from | 9 99 | 0.00
various allottee’s
Transferred to Ms.
05-06-2018 (170) 10.00 10.00 Zainab Firoz | 0.00 0.00
Lucknowala
Transferred from
05-06-2018 1 10.00 10.00 Ms. Zainab Firoz | (0.00) | (0.00)
Lucknowala
30-06-2018 | 19,07,760 | 10.00 : Bonus Allotment 46.76 | 34.07
Total 19,31,607 47.34 | 34.49
14-06-1996 10 100.00 100.00 Dranster fom | 7
Mr.Joji George
18-08-1998 240 100.00 100.00 Cash Allotment : -
Transfer from
25-05-2005 250 100.00 100.00 Mr.Zuzer.Hatim - -
Lucknowala
15-03-2012 1,875 100.00 100.00 Cash Allotment : -
Mrs. Change in Face
Rachana value from Rs.
Zuzer 31-03-2012 23,750 10.00 - 100/- to Rs.10/- | 0.58 0.42
Lucknowala resulting into
increase in shares
01-08-2013 | (2) 10.00 10.00 Transferred | 0.00 | 0.00
various allottee’s
Transferred from
31-03-2016 (95) 10.00 10.00 various allotiee’s © (0.00) | (0.00)
30-06-2018 | 18,92,240 | 10.00 - Bonus Allotment 46.38 | 33.79
Total 19,15,893 46.96 | 34.21
Total Promoter Holding 38,47,500 94.30 | 68.70

 

Transferred to Mr. Firoz Hatim Lucknowala

Mr Elyas Hatim Lucknowala

2) Transferred to Ms. Muskaan Elyas Lucknowala, Ms. Mehak Elyas Lucknowala, Ms. Zainab Firoz. Lucknowala, Mrs, Tasneem Firoz Lucknowala, Mrs. Baita Elyas

Lucknowala, Ms. Alefiya Firoz Lucknowala

3) Transferred to Mr. Armaan Lucknowala, Ms. Alefiya Firoz Lucknowala, Ms. Muskaan Elyas Lucknowala, Ms. Mehak Elyas Lucknowala.

60

 
4) Transferred from Transfer from Mrs. Neha. S. Agarwal, Mr. Harshad Ashok Kumar Jain, Mr. Mahesh S. Jadhav, Mr. Simon Mathew, Ms.. Saroj G Solanki, Mrs. Deepali
K Mane, Mrs Phyllis. A. Polekad, Mrs. Tasneem Firoz Lucknowala, Mrs. Baita Elyas Lucknowala, Mrs, Mariam. Hatim Lucknowala, Mrs. Mamta Malkani, Mr. Firoz
Hatim Lucknowala,

5) Transferred to Mrs. Mamta Malkani & Mrs. Mariam, Hatim Lucknowala.

6) Transfer to Ms. Alefiya Firoz Lucknowala, Mr. Harshad Ashok Kumar Jain, Mrs. Neha. S. Agarwal, Mrs. Phyllis A. Polekad, Mr. Simon Mathew, Mr. Mahesh S.
Jadhav, Ms. Saroj.G Solanki, Mrs. Deepali K. Mane.

All the Equity Shares held by our Promoterwere and is fully paid-up on the respective dates of acquisition
and/or transfers and/or allotment of such Equity Shares. As on the date of this Prospectus, none of the Equity
Shares held by our Promoters is pledged.

Further, Our Promoters confirm that the acquisition and/or transfers and/or allotment of the Equity Shares
forming part of the Promoter‘s Contribution has been financed from personal funds/internal accruals and no
loans or financial assistance from any banks or financial institution has been availed by our Promoters for this
purpose.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15. Capital Buildup of the Promoter Group shareholding in the Company
As on the date of this Prospectus, our Promoter Group members together hold 2,32,500 Equity Shares of our
Company which is 5.70 % of our Pre-Issue Paid-Up Capital.
Date of No. of Issue Price/ Nature of % of the Paid-up
Name of the Allotment/ Equity FV Transfer Price/ Consideration/ Capital
Allottee’s one Shares (Rs.) Acquisition Allotment/ Pre- Post-
Allotted Price (Rs.) Acquired/ Transfer | Issue | Issue
Transferred from
Mr. Armaan | 21-05-2018 1,700 10.00 10.00 Mr. Zuzer Hatim | 0.042 0.030
Zuzer Lucknowala
Lucknowala 30-06-2018 1,36,000 10.00 - Bonus Allotment 3.333. 2.429
Total 1,37,700 3.375, 2.459
Transferred from
01-08-2013 1 10.00 10.00 Mr. Zuzer Hatim | 0.000 0.000
Lucknowala
Mr. — Firoz Transferred to Mr.
Hatim 21-05-2018 qd) 10.00 10.00 Zuzer Hatim | 0.000 0.000
Lucknowala Lucknowala
25-04-2019 15,000 10 65.00 Cash Allotment 0.368 0.268
Total 15,000 0.368 0.268
Transferred from
01-08-2013 1 10.00 10.00 Mr. Zuzer Hatim | 0.000 0.000
Lucknowala
Mr. _ Elyas |_ 30-06-2018 80 10.00 - Bonus Allotment 0.002 0.001
Hatim Transferred to Mr.
Lucknowala | 21-05-2018 (81) 10.00 10.00 Zuzer Hatim | (0.002) | (0.001)
Lucknowala
25-04-2019 15,000 10.00 65.00 Cash 0.368 0.268
Total 15,000 0.368 0.268
Transferred from
31-03-16 10 10.00 10.00 Mr. Zuzer Hatim | 0.000 0.000
Ms. Lucknowala
Muskaan Transferred from
Elyas 21-05-18 190 10.00 10.00 Mr. Zuzer Hatim | 0.005 0.003
Lucknowala Lucknowala
30-06-2018 16,000 10 : Bonus Allotment 0.392 0.286
Total 16,200 0.397 0.289
Ms. Mehak Transferred from
31-03-16 10 10.00 10.00 Mr. Zuzer Hatim | 0.000 0.000
Elyas L
ucknowala

 

 

 

 

 

 

 

 

 

61

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date of No. of Issue Price/ Nature of % of the Paid-up
Name of the Allotment/ Equity FV Transfer Price/ Consideration/ Capital
Allottee’s ‘Transfer Shares (Rs.) Acquisition Allotment/ Pre- Post-
Allotted Price (Rs.) Acquired/ Transfer | Issue | Issue
Lucknowala Transferred from
21-05-18 190 10.00 10.00 Mr. Zuzer Hatim | 0.005 0.003
Lucknowala
30-06-2018 16,000 10.00 - Bonus 0.392 0.286
Total 16,200 0.397 0.289
Transfer from Mr.
31-03-16 30 10.00 10.00 Zuzer Hatim | 0.001 0.001
Ms. Zainab Lucknowala
Firoz Transfer from Mr.
05-06-2018 170 10.00 10.00 Zuzer Hatim | 0.004 0.003
Lucknowala Licknowala
30-06-2018 16,000 10.00 : Bonus Allotment 0.392 0.286
Total 16,200 0.397 0.289
Transferred from
31-03-2016 25 10.00 10.00 Mr. Zuzer Hatim | 0.001 0.000
Lucknowala
Transferred from
Ms. Alefiya | 31-03-2016 5 10.00 10.00 Mrs. Rachana | 0.000 | 0.000
Firoz Hatim Lucknowala
Lucknowala Transferred from
21-05-18 170 10.00 10.00 Mr. Zuzer Hatim | 0.004 0.003
Lucknowala
30-06-2018 16,000 10.00 : Bonus Allotment 0.392 0.286
Total 16,200 0.397 0.289
Total Promoter Group
Shareholding 2,32,500 5.70 4.15

 

 

 

 

 

 

 

 

Details of Promoters’ contribution and Lock-in

As per Regulation 236 and 238 of the SEBI (ICDR) Regulations, 2018, and in terms of the aforesaid table, an
aggregate of 20% of the fully diluted post-issue equity share capital of our Company held by our Promoter shall be
provided towards minimum promoters’ contribution and locked in for a period of 3 (Three) years from the date of
Allotment(‘Minimum Promoters’ Contribution’). The lock-in of the Promoters Contribution would be created as per
applicable law and procedure and details of the same shall also be provided to the Stock Exchange before listing of
the Equity Shares. The Promoters’ contribution has been brought in to the extent of not less than the specified
minimum lot and has been contributed by the persons defined as Promoter under the SEBI (ICDR) Regulations,
2018.

Our Promoters have given written consent to include such number of Equity Shares held by them and subscribed by
them as a part of Promoters’ Contribution constituting 20.48% of the post issue Equity Shares of our Company and
have agreed not to sell or transfer or pledge or otherwise dispose of in any manner, the Promoters Contribution, for a
period of three years from the date of allotment in the public Issue. The Equity Shares which are being locked in for
three (3) years from the date of Allotment are as follows:

 

 

 

 

 

 

 

 

 

Date of INGtoE Equity Issue % of the Paid-up
Name of the Allotment of See Nature of Issue/ | FV Price Capital
Promoter Fully Paid-up Locked-i Acquisition (Rs.) Pre- Post-
ocked-in (Rs.)

Shares Issue Issue

31-03-2012 23,750 Cash 10.00 : 0.58 0.42

Mr. Zuzer H. 16-05-2018 97 Cash 10.00 | 10.00 0.00 0.00
Lucknowala 30-06-2018 9,00,000 Bonus 10.00 - 22.06 16.07
Total 9,23,847 22.64 16.49

Mrs. Rachana 31-03-2012 23,750 Cash 10.00 : 0.58 0.42

Zuzer 30-06-2018 2,00,000 Bonus 10.00 : 4.90 3.57

 

 

 

 

 

 

 

 

 

62
 

 

 

 

 

Date of No. of Equi Issue % of the Paid-up
Name of the Allotment of ‘Sh ae Nature of Issue/ | FV Price Capital
Promoter Fully Paid-up ares. Acquisition (Rs.) Pre- Post-
Locked-in (Rs.)
Shares Issue Issue
Lucknowala Total 2,23,750 5.48 3.99
Total Lock-in 11,47,597 28.12 20.48

 

 

 

 

 

 

 

 

 

The Minimum Promoters’ contribution has been brought in to the extent of not less than the specified minimum lot
and has been contributed by the persons defined as Promoter under the SEBI (ICDR) Regulations, 2018.The Equity
Shares that are being locked-in are eligible for computation of Promoter Contribution under Regulation 237 of SEBI
ICDR Regulations. In this connection, our Company hereby confirms that the Equity Shares locked-in do not consist
of:

a) Equity Shares acquired during the preceding three (3) years from the date of filing this Prospectus for
consideration other than cash and revaluation of assets or capitalization of intangible assets nor resulted from a
bonus shares issued out of revaluations reserves or unrealized profits of the Company or bonus issue against
equity shares which are otherwise ineligible for computation of Promoter’s Contribution;

b) Equity Shares acquired during the preceding one (1) year from the date of filing this Prospectus, at a price lower
than the price at which the Equity Shares are being offered to the public in the Issue;

c) Equity Shares issued to the Promoters upon conversion of a partnership firm during the preceding one year at a
price less than the Issue Price;

d) Equity Shares held by the Promoters and offered for minimum Promoters’ contribution are subject to any
pledge;

e) Equity Shares for which specific written consent has not been obtained from the respective Promoters for
inclusion of their subscription in the Promoters’ Contribution subject to lock-in; and

f) All the Equity Shares of our Company held by the Promoter are in the process of being dematerialized.

Equity shares locked-in for one year

Other than the Equity Shares mentioned above that would be locked-in for three (3) years, the entire pre-Issue
capital of our Company would be locked-in for a period of one (1) year from the date of Allotment in the Issue
pursuant to Regulation 238(b) and 2390f SEBI ICDR Regulations, 2018.

Other requirements in respect of ‘Lock-In’
Inscription or Recording of non-transferability:

In terms of Regulation 241 of the SEBI (ICDR) Regulations, 2018, the share certificates for the equity shares held in
physical form, which are subject to lock-in, shall carry the inscription ‘non-transferable’ and the non-transferability
details shall be informed to the Depositories.

Pledge of Locked in Equity Shares:

In terms of Regulation 242 of the SEBI (ICDR) Regulations, 2018, the locked-in Equity Shares held by our
Promoters, as specified above can be pledged with any scheduled commercial banks or public financial institutions
as collateral security for loans granted by such scheduled commercial banks or financial institutions provided that
the pledge of Equity Shares is one of the terms of the sanction of the loan. Provided that securities locked in as
minimum promoter contribution for 3 years under Regulation 242(a) of the SEBI ICDR Regulations, may be
pledged only if, in addition to fulfilling the above requirements, the loan has been granted by such bank or
institution, for the purpose of financing one or more of the objects of the Issue.

Provided that such lock-in shall continue pursuant to the invocation of the pledge and such transferee shall not be
eligible to transfer the specified securities till the lock-in period stipulated in these regulations has expired.

Transferability of Locked in Equity Shares:

In terms of Regulation 243 of the SEBI (ICDR) Regulations, 2018, the Equity Shares held by our Promoters which
are locked in as per the provisions of Regulation 238 of the SEBI (ICDR) Regulations, 2018, may be transferred to

63
and amongst Promoters or persons/ members of the Promoter Group or to a new promoter or persons in control of
our Company, subject to continuation of lock-in in the hands of transferees for the remaining period and compliance
of Takeover Code, as applicable.

In terms of Regulation 243 of the SEBI (ICDR) Regulations, 2018, the Equity Shares held by persons other than the
Promoters and Promoter Group prior to the Issue may be transferred to any other person holding the Equity Shares
which are locked-in as per Regulation 239 of the SEBI (ICDR) Regulations, 2018, subject to continuation of the
lock-in in the hands of the transferees for the remaining period and compliance with the Takeover Code, as
applicable.

64
16. OUR SHAREHOLDING PATTERN

The table below represents the shareholding pattern of our Company in accordance with Regulation 31 of the SEBI (LODR) Regulations, 2015, as on the date of this:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

No. of Voting caren Shares
sharehotdin | Rights held in gasa% | rockedin | Pledgedor
wldin | each clas of No. of assuming | eckeaD | otherwise
ie gasa % ol securities * Shares full encumbered
No. of total no. of ; '
of No. Of Underlying | convertible .
sh | No. OfFully | partly Shares | Total No.of | Shares(caleu Outstandin | _ securities Cay
Catego Category of Paid-wy ‘i underlyin i jated as per Asa Asa ares held in.
ee gory of | are sD Paid-up ey Equity ated os Pera INNG: of g (asa COU
ty | Shareholders Equity ; SCRR, of | Total as ; % of % of | dematerialize
hol | etsy | Equity | pe Sitor | Shares held i357) | Votin | Tos212° | Convertible | percentage | No] (2 | No | (eo) Ae
der Shares held ney a g larsic Securities | of diluted : cua : cee
: one Asa%of | Right ) (reine pute (@) | Shela | @ | sheld
s Warrants) | capital) As a
(A+B+C2) % of 6) )
(A+B+C2)
I I I IV Vv VI VHEIVINSY VII Ix xX XIFVII+X XII XII XIV
Promoter &
A Promoter 9 40,80,000 - - 40,80,000 100 100 - = = 40,80,000
Group
B Public 0 a 3 ez z 3 3 S ez z Z 3 g
Non
& Promoter-Non 0 - - - - - - - - - - - -
Public
Shares
1 | underlying 0 é 2 - 5 3 3 : w fos fe] « @
DRs
Shares held by
2 Employee 0 3 3 a 2 3 3 g a 2 2 4 g
Trusts
Total 9 [| 40,80,000 : : 40,80,000 100.00 ; ; 100.00 |-| - [|-[ - 40,80,000
Note:

1) As on the date of this Prospectus 1 Equity Shares holds 1 vote.
2) PAN of all shareholders will be provided to the stock exchange by our Company prior to Listing of Equity Share on the Stock Exchange.

3) Our Company will file the shareholding pattern of our Company, in the form prescribed under SEBI (LODR) Regulations, 2015, as amended from time to time, one day prior to

the listing of Equity Shares. The shareholding pattern will be uploaded on the website of Stock Exchanges before commencement of trading of such Equity Shares.

4) The term “Encumbrance” has the same meaning as assigned under regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended
from time to time.
5) All Pre-IPO Equity Shares of Our Company will be locked in prior to Listing of Shares on EMERGE Platform of NSE.

65

 
17. Following is the details of the aggregate shareholding of Our Promoters and Promoter Group before
and after the Issue is set forth below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Issue Post-Issue
9 y
St | Name of the Shareholders No.of equity eae ae Beat
ane Capital shares Capital
A__| Promoters
1, Mr. Zuzer Hatim Lucknowala 19,31,607 47.34 19,31,607 34.49
2, [Mis Rachana —Zuzer'| 19 ,15,893 46.96 19,15,893, 34.21
Lucknowala
Total (A) 38,47,500 94.30 38,47,500 68.71
B__| Promoter Group & Relatives
1. Mr. Armaan Zuzer Lucknowala 1,37,700 3.38 1,37,700 2.46
ve Mr. Firoz Hatim Lucknowala 15,000 0.37 15,000 0.27
3. Mr. Elyas Hatim Lucknowala 15,000 0.37 15,000 0.27
4. Ms. Muskaan Elyas 16,200 0.40 16,200 0.29
Lucknowala
5. Ms. Mehak Elyas Lucknowala 16,200 0.40 16,200 0.29
6. Ms. Zainab Firoz Lucknowala 16,200 0.40 16,200 0.29
7. Ms. Alefiya Firoz Lucknowala 16,200 0.40 16,200 0.29
Total (B) 2,32,500 5.70 2,32,500 4.15
c Other Associates Acting in . . . .
Concert
Total (C) - - - -
D_| TOTAL (A+B+C) 40,80,000 100.00 40,80,000 72.86
18. The average cost of acquisition of per Equity Share by our Promoter is set forth in the table below:
Name of Promoters No. of equity share held _| Average cost of acquisition (in Rs.)
Mr. Zuzer Hatim Lucknowala 19,31,607 1.79
Mrs. Rachana Zuzer Lucknowala 19,15,893 0.52

 

 

 

 

 

19. The members of the Promoter Group, our Directors or the relatives of our Directors have not financed the
purchase by any other person of securities of our Company, other than in the normal course of the business
of the financing entity, during the 6 (Six) months preceding the date of this Prospectus.

20. Except as disclosed in the notes to capital structure under point number 14 & 15‘Share Capital History of
the Company’ on page no. 56 of this Prospectus and mentioned in the table below, none of the Promoters,
members forming a part of Promoter Group, Promoter Group Companies/Entities, Directors and their
immediate relatives have purchased or sold or transferred any Equity shares of our Company within the last
6 (Six) months immediately preceding the date of this Prospectus:

 

 

 

 

Name of the No. of Equity Transfer
Allottee/ Allotmenn teansfer | Shares Allotted/ nae Issue Prices |, Nature of

Shareholder Transferred ‘ (In Rs.) sai

Mr. Firoz Hatim

TuCMOWEIAG 25-04-2019 15,000 10.00 65.00 Cash Allotment

Executive

Director)

Mr, Elyas Hatim | 55.94.2019 15,000 10.00 65.00 Cash Allotment

Lucknowala

 

 

 

 

 

 

 

Please note both the allottee*s/ are related to a) Mrs. Rachana Zuzer Lucknowala(Promoter & MD of our
Company) as her brother in law; b) Mr. Zuzer Hatim Lucknowala (Promoter & CEO of our Company) alas
his brothers and c) Mrs. Armaan Zuzer Lucknowala (Non-Executive Director of our Company) as his
uncles.

21. For the details of transactions entered between our Company and members forming a part of the Promoter
Group and/ or Group Companies/Entities for period ended Sept 30,2020 and financial years ended on
March 31, 2020, 2019, 2018 refer to ‘Annexure 32: Statement of Related Parties’ Transactions’ on page
no. 1740f this Prospectus under the chapter titled ‘Restated Financial Statement’ beginning on page no.
149 of this Prospectus.

66
22. Our Company shall ensure that transactions in the Equity Shares by the Promoters and members forming a
part of the Promoter Group and/ or Group Companies/Entities between the date of filing this Prospectus and
the Issue Closing Date shall be reported to the Stock Exchanges within twenty-four hours of such
transaction.

23. As on date of this Prospectus, there are no outstanding financial instruments or any other rights that would
entitle the existing Promoter or shareholders or any other person any option to receive Equity Shares after
the Issue.

24, List of shareholders holding 1% or more of the paid up share capital of our company:-

a) As on the date of this Prospectus:

 

 

 

 

 

Sr. No. Name of The Shareholders No. of Shares coon pee
Capital
L Mr. Zuzer Hatim Lucknowala 19,31,607 47.34
2 Mrs. Rachana Zuzer Lucknowala 19,15,893 46.96
3% Mr. Armaan Zuzer Lucknowala 1,37,700 3.38
Total 39,85,200 97.68

 

 

b) 10 days prior to the date of this Prospectus:

 

% of the Pre-Issue

 

 

 

 

 

Sr. No. Name Of The Shareholders No. Of Shares *
Capital
1. Mr. Zuzer Hatim Lucknowala 19,31,607 47.34
2. Mrs. Rachana Zuzer Lucknowala 19,15,893 46.96
a Mr. Armaan Zuzer Lucknowala 1,37,700 3.38
Total 39,85,200 97.68

 

c) 1 year prior to the date of filing this Prospectus:

 

Sr. No. Name Of The Shareholders No. Of Shares ge Ot ie Preesue

 

 

 

 

Capital
1. Mr. Zuzer Hatim Lucknowala 19,31,607 47.34
2. Mrs. Rachana Zuzer Lucknowala 19,15,893 46.96
a Mr. Armaan Zuzer Lucknowala 1,37,700 3.38
Total 39,85,200 97.68

 

d) 2years prior to the date of filing this Prospectus:

 

% of the Pre-Issue

 

 

 

 

 

 

 

 

 

Sr. No. Name Of The Shareholders No. Of Shares *
Capital
t Mr. Zuzer Hatim Lucknowala 19,31,607 47.69
25 Mrs. Rachana Zuzer Lucknowala 19,15,893 47.30
a Mr. Armaan Zuzer Lucknowala 1,37,700 3.40
Total 39,85,200 98.39

 

25. None of our Directors or Key Managerial Personnel holds Equity Shares in our Company, except as
mentioned below and as stated in the chapter titled ‘Our Management’ beginning on page no. 121 of this
Prospectus.

 

Sr. No. Name of the KMP"s Designation Dowel chives welds 200 Des iene paid up

 

in our Company | Equity Share Capital
Mrs. Rachana = Zuzer

1. Taicknowela MD 19,15,893 46.96

 

2 Mr. Zuzer Hatim CEO 19,31,607 47.34
Lucknowala

 

Total 39,85,200 97.68

 

 

 

 

 

 

 

26. There will be no further issue of capital, whether by way of issue of bonus shares, preferential allotment,
and rights issue or in any other manner during the period commencing from the date of this Prospectus until
the Equity Shares have been listed. Further, our Company presently does not have any intention or proposal
to alter our capital structure for a period of six months from the date of opening of the Issue, by way of
split/ consolidation of the denomination of Equity Shares or further issue of equity shares (including issue

67
27.

28.

29.

30.

31.

32.

33.

34.

35.

36.

37.

38.

39.

40.

41.

42.

43.

of securities convertible into exchangeable, directly or indirectly, for our equity shares) whether preferential
or otherwise, except that if we enter into acquisition(s) or joint venture(s), we may consider additional
capital to fund such activities or to use equity shares as a currency for acquisition or participation in such
joint ventures or for regulatory compliance or such other scheme of arrangement or any other purpose as the
Board may deem fit, if an opportunity of such nature is determined by its Board of Directors to be in the
interest of our Company.

There are no other persons belonging to the category “Public” who are holding the securities (including
shares, warrants, convertible securities of our Company more than 5% of the total number of shares as on
the date of this Prospectus.

There are no persons belonging to the category “Public” is holding the securities (including shares,
warrants, convertible securities of our Company more than 1% of the total number of shares as on the date
of this Prospectus.

Our Company, our Promoters, our Directors and the Lead Manager to the Issue have not entered into any
buy-back, standby or similar arrangements with any person for purchase of our Equity Shares from any
person.

There are no safety net arrangements for this Public Issue.

An oversubscription to the extent of 10% of the Issue can be retained for the purposes of rounding off to the
minimum allotment lot, while finalizing the Basis of Allotment. Consequently, the actual Allotment may go
up by a maximum of 10% of the Issue, as a result of which, the post-issue paid up capital after the Issue
would also increase by the excess amount of Allotment so made. In such an event, the Equity Shares held
by our Promoters and subject to lock-in shall be suitably increased; so as to ensure that a minimum of 20%
of the post issue paid-up capital is locked in.

An investor cannot make an application for more than the number of Equity Shares offered in this Issue,
subject to the maximum limit of investment prescribed under relevant laws applicable to each category of
investor.

Investors may note that in case of over-subscription, allotment will be on proportionate basis as detailed
under “Basis of Allotment” in the chapter titled “Issue Procedure” beginning on page no. 241 of this
Prospectus.

In case of over-subscription in all categories the allocation in the Issue shall be in accordance with the
requirements of regulation 253(1) of SEBI (ICDR) Regulations, 2018 and its amendments from time to
time.

Under-subscription in the net issue, if any, in any category, would be allowed to be met with spill over from
any other category or a combination of categories at the discretion of our Company in consultation with the
Lead Manager and the Designated Stock Exchange. Such inter-se spill over, if any, would be effected in
accordance with applicable laws, rules, regulations and guidelines.

The unsubscribed portion in any reserved category (if any) may be added to any other reserved category.

The unsubscribed portion, if any, after such inter se adjustments among the reserved categories shall be
added back to the net offer to the public portion.

As per RBI regulations, OCBs are not allowed to participate in the Issue.

The Issue is being made through Fixed Price method.

None of the other Promoters and members of our Promoter Group will participate in this Issue.
Our Company has not raised any bridge loan against the proceeds of the Issue.

Our Company undertakes that at any given time, there shall be only one denomination for our Equity
Shares, unless otherwise permitted by law.

Our Company shall comply with such accounting and disclosure norms as specified by SEBI from time to
time.

63
44.

45.

46.

47.

48.

49.

An Applicant cannot make an application for more than the number of Equity Shares being issued through
the Issue, subject to the maximum limit of investment prescribed under relevant laws applicable to each
category of investors.

No payment, direct or indirect in the nature of discount, commission and allowance or otherwise shall be
made either by us or our Promoters to the persons who receive allotments, if any, in the Issue.

We have 9 shareholders as on the date of filing of this Prospectus.

Our Company has not made any public issue(including any rights issue to the public) since its
incorporation.

Neither the Lead Manager, nor their associates hold any Equity Shares of our Company either directly or
indirectly as on the date of this Prospectus.

There is no "Buyback", "Standby", or similar arrangement for the purchase of Equity Shares by our
Company/Promoters/Directors/Lead Manager for purchase of Equity Shares offered through the Prospectus.

69
SECTION VII - PARTICULARS OF THE ISSUE
OBJECTS OF THE ISSUE

The Fresh Issue includes a public Issue of 15,20,000 Equity Shares of our Company at an Issue Price of Rs. 51/-
per Equity Share.

This Issue is being undertaken to meet the objects, as set forth herein, and to realize the benefits of listing of our
Equity Shares on Stock Exchanges, which in our opinion would enhance our Company‘s visibility, brand name
and enable us to avail of future growth opportunities. The other Objects of the Issue also include creating a
public trading market for the Equity Shares of our Company by listing them on Emerge Platform of NSE.

The Net Proceeds from the Issue are proposed to be utilized by our Company for the following objects:
1) Expansion of Business through strategic investment;

2) Additional Working Capital;

3) General Corporate Expenses; and

4) To meet the expenses of the Issue.

Further, we believe that the listing of our Equity Shares will enhance our visibility and brand name among
existing and potential customers.

The main objects of our Memorandum of Association permits us to undertake our existing activities
and the activities for which the funds are being raised by us, through the present Issue.

Issue Proceeds

The details of the issue proceeds are summarized below:

 

 

 

 

Particulars Amount(Rs. In Lakhs)
Gross Proceeds from the Issue 775.20
Less: Issue related expenses (55.00)
Net Proceeds 720.20

 

 

 

 

Utilization of Net Proceeds:

We intend to utilize the proposed net proceeds in the manner set forth below:
(Rs. In Lakhs)

 

 

 

 

 

 

Sr. No. Particulars Amount | % of the Gross Proceeds
1. Expansion of Business through strategic investment 340.00 43.86
2. Additional Working Capital 350.00 45.15
3. General Corporate Expenses 30.20 3.90
Total 720.20 92.91

 

 

 

 

 

Means of Finance

We propose to meet the requirement of funds for the stated objects of the Issue from the Issue/IPO Proceeds
only. Hence, no amounts required to be raised through means other than the Issue Proceeds.
(Rs. In Lakhs)

 

 

 

 

 

 

Sr. , IPO Internal Working Capital Facility
No. eae Proceeds Accruals fee ee Bank y
L Expansion of Business through 340.00 . .
strategic investment
2. Additional Working Capital 350.00 - 100.00 *
3. General Corporate Expenses 30.20 : -
4. To meet the expenses of the Issue 55.00 27.70 -
Total 775.20 27.70 100.00

 

 

 

 

 

 

 

* For details on the secured loan, please refer to chapter titled “Statement of Financial Ineptness” on page no. 186 of this Prospectus.

Accordingly, we confirm that we are in compliance with the requirement to make firm arrangements of finance
under Regulation 230 (1) (e) of the SEBI ICDR Regulations through verifiable means towards at least 75% of

70
the stated means of finance, excluding the amount to be raised through the Net Proceeds and existing
identifiable internal accruals.

Fund Requirements

Our fund requirements and deployment are based on the estimates of our management. These are based on
current plans and circumstances of our business and are subject to change in light of changes in external
circumstances or costs, or in our financial condition and business or strategy. Further, these estimates have not
been appraised and/or verifies by the Lead Merchant Banker or any bank or financial institution or any other
external agency.

Our management, in response to the competitive and dynamic nature of the industry and specifically that of our
business, will have the discretion to revise its business plan and expenditure from time to time and consequently
our funding requirement and deployment of funds may also change. This may, subject to compliance with
applicable laws and regulations also include rescheduling and/ or revising the proposed utilization of Proceeds
and increasing or decreasing expenditures for a particular object vis-a-vis the utilization of Proceeds.

Schedule of Implementation and Deployment of Funds:

We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of
implementation and deployment of funds set forth in the table below.

Schedule of implementation and Deployment of Funds

(Rs. In Lakhs)

 

 

 

 

 

 

Estimated Estimated
sr. . Amounttobe / Funds | Urijization of Net | Utilization of Net
Objects of the Issue funded from the | already
No. IPO Proceeds deployed Eeceees aoceets
loyee’ | (for FY 2021-22)* | (for FY 2022-23)*
Expansion of Business
1, through strategic 340.00 - 300.00 40.00
investment
g | ‘Additional’ _"yyorlding 350.00 = 300.00 50.00
Capital
3. General Corporate 30.20 . 30.20 .
Expenses
4 To meet the expenses of 55.00 27.70 27.30 .
the Issue
Total 775.20 27.70 657.50 90.00

 

 

 

 

 

 

 

 

* To the extent our Company is unable to utilize any portion of the Net Proceeds towards the Object, as per the
estimated schedule of deployment specified above; our Company shall deploy the Net Proceeds in the
subsequent Financial Years towards the Object.

The funds deployed up to Dec 29, 2020 pursuant to the object of the fresh Issue as certified by the Auditors of
our Company, viz. M/s. Ramanand & Associates, Chartered Accountants pursuant to their certificate dated Dec
29, 2020.

Note:

As on the date of this Prospectus, our Company has not deployed any funds towards the objects of the Fresh
Issue except as stated above.The amount deployed so far toward issue expenses shall be recouped out of the
Issue Proceeds.

While we intend to utilize the Fresh Issue Proceeds in the manner provided above, in the event of a surplus, we
will use such surplus towards general corporate purposes including meeting future growth requirements. In case
of variations in the actual utilization of funds earmarked for the purposes set forth above, increased fund
requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the other
purposes for which funds are being raised in this Issue.

In the event of any shortfall in the Net Proceeds or in case of delay in raising funds through the IPO,our
Company may deploy certain amounts towards any of the above mentioned Object of Issue through a
combination of Internal Accruals and/ or seeking additional debt from existing and future lenders. However, we
confirm that except as mentioned in “Statement of Financial Indebtness” on page no. 186 of this Prospectus,
no other secured/ unsecured / bridge financing/ etc. has been availed as on date of filing this Prospectus for the
above mentioned objects, which shall be subject to being repaid from the Issue Proceeds.

71
We further confirm that no part of the Issue Proceed shall be utilized for repayment of any part of outstanding
unsecured loan as on date of filing the Prospectus.

DETAILS OF THE OBJECTS OF THE ISSUE
I. EXPANSION OF BUSINESS THROUGH STRATEGIC INVESTMENTS

Our Management intends to utilize 43.86% of the Gross Proceeds for expanding its current businesses through a
mix of strategic investments. Our Management looks forward for expansion either through Acquisition Model
and/ or Joint Venture Model and/ or Partnership Model apart from the other available expansion models such as
Merger Model, Substantial Investment Model and Franchisee Model. Based on the commercial negotiations and
other terms and conditions of the prospective deal(s) to be entered between us and the prospective seller(s), Our
Management shall ensure that it gains substantial/ major stakes and other related benefits out of the prospective
deal(s). Expansion of current business through mix strategic investments will advantageous to us in the
numerous ways. Some of the benefits are as follows:

Increase in Brand Value thereby increasing the value of our Company;

Increase our service and client portfolio;

Opportunity to acquire Intellectual Property Rights;

Leverage our operational synergies;

Increase in revenue thereby lowering economies of scale;

Exploring more qualitative creative ideas;

Obtaining more localized knowledge about the requirements of a particular market or client etc through small
& medium wedding and event companies;

Opportunity to carter our services across different business verticals;

Opportunity to reach at locations which were earlier nearly difficult or impossible for our company

Increase in recognition among in the remote locations and local markets in India;

Opportunity to set up branches and related infrastructure/ office space/ manpower etc within India and
Internationally;

Opportunity to carter our services in multiple geographies. Our Company looks forward to expand its business
at the following locations:

- Delhi;

Gujarat;

Rajasthan;

Kolkatta;

Chennai;

Bangalore;

Punjab; and

- Dubai.

Keeping in mind the growing demand for professional Wedding Management Company’s and professional
Events Management Company’s, Our Management had decided to expand its business through the Franchisee
Model in the year 2014. Experiencing the growth and success through this mode of expansion, our Company has:
now decided to expand further through amix strategic investment as mentioned above including the existing
model of investment. For details on our Franchisee Business, please refer to the chapter titled “Our Business
Overview” beginning on page no.95 of this Prospectus.

Our management confirms that as on the date of filing this Prospectus:

Our company has not entered into any definitive agreements towards any such potential strategic investments
or initiative;

Our Company has not signed any commercial negotiations and other terms and conditions of the prospective
deal(s) or potential strategic investments or initiative to be entered between us and the prospective seller(s);

- The amount to be utilized for expansion is based on our management’s current estimates and other terms and
conditions as agreed between us and the prospective seller(s). The actual deployment of funds will depend on
a number of factors, including the timing, nature, size and number of strategic initiatives to be undertaken, as
well as general factors affecting our results of operation, financial condition and access to capital.

Our Company shall strike prospective deal(s) only with those ancillary companies whose existing line of
business is related to its current business- wedding management and event management or both. The line of
business of these ancillary companies should in a) Below the Line Marketing, i.e. a corporate segment which
handles on the ground marketing; b) Above the Line Marketing, i.e. a corporate segment which handles
digital/social marketing and/or print marketing and/or television marketing; c) celebrity management; d) artist
management or entertainment management, i.e., those corporate’s that manage independent artist/ bands or
small artist/ bands; e) Corporates with existing Intellectual Property Rights-Trade Marks, Copy Rights and
Patents; f) Corporates in wedding marketing business or social media marketing and g) Corporates managing
Public Relation’ s exclusively for wedding companies.

72
Il. TO MEET INCREMENTAL WORKING CAPITAL REQUIREMENTS

Being in the service industry of managing weddings and events, our company requires to the necessary capital
to ensure continuous progress and the smooth conduct of the events, purchase the necessary materials for
conducting the events, making necessary payouts, meeting with the regular business expenditures etc. In order
to meet to with the continuous flow of capital, our company utilizes its internal accruals, short term loans,
obtains unsecured loan from its Promoters, Directors and Relatives, cash credit facilities from banks and through
various modes of Bank Financing. As on September 30, 2020, the Company’s net working capital consisted of
Rs. 302.52 Lakhs.

Based on the internal workings by our Management and considering the existing and future growth of our
Company, Rs. 752.53 Lakhs as the total working capital requirement of our Company is expected to reach by
FY 2022-23.

Basis of estimation of working capital requirement and estimated working capital requirement:
(Rs. In Lakhs)

 

As on Sep.
2017-18 2018-19 2019-20
Particulars a 4 s 30, 2020
(Audited) | (Audited) | (Audited) (Audited)

2021-22 2022-23
(Estimated) | (Estimated)

 

Current Assets

 

Current Investment 2 57.83 46.15 106.73 55.38 60.91

 

Inventories 5.45 14.19 114.83 96.04 142.9 192.8

 

Cash and == Cash

. 137.18 188.02 108.8 44.96 75.05 136.56
Equivalents

 

Trade Receivables 235.03 279:3 121.11 161.07 134.4 177.83

 

Short-term Loan and

52.39 64.41 141.42 106.08 150.51 191.3
Advances

 

Other Current Asset 19.25 18.46 27.23 54.59 263.66 305.58

 

TOTAL
CURRENT 449.3 622.21 559.54 569.47 821.90 1064.98
ASSETS (A)

 

 

Current Liabilities

 

Other Current

a ae 157.02 155.48 96.14 26.28 75.52 83.08
Liabilities

 

Short Term

¢ 18.93 18.99 93.97 74.63 63.98 5759:
Borrowings

 

Trade Payables 159.91 160.11 51.79 59.31 102.22 110.87

 

 

TOTAL
CURRENT 335.86 334.58 241.9 160.22 241.72 251.54
LIABILITIES (B)

 

 

TOTAL
WORKING
CAPITAL 113.44 229.80 271.49 302.52 524.80 752.53
REQUIREMENTS
(A-B)

 

 

Funding Pattern:

 

Working Capital
Facilities from
Banks & Others 90.00 * 80.00 * 70.00 *
Financial

Institutions

 

Funding through
internal —_accruals/
own funds
/unsecured loan

113.44 229.80 271.49 212.52 144.80 632.53

 

 

Funding Through

IPO 300.00 50.00

 

 

 

 

 

 

 

*For details on the secured loan, please refer to chapter titled “Statement of Financial Indebtness” on page
no.186 of this Prospectus.

73

 
Assumptions for Working Capital Cycle

 

 

 

 

 

Carnes 2017-18 | 2018-19 | 2019-20 a 2021-22 2022-23
(Audited) | (Audited) | (Audited) (Audited) (Estimated) | (Estimated)
Current Assets
Inventories
Finished Goods 2 3. 28 109 30 34
Trades Receivables 58 56 30 183 28 31

 

Current Liabilities
other than short-
term borrowings

 

 

 

 

 

 

 

 

 

Trade Payables 44 37 14 74 24 23

 

Note: While the trade receivables, is in terms of number of days of ‘Sales’, the other parameters namely
inventories and current liabilities other than short-term borrowings are in terms number of days of ‘cost of

 

Basis of estimation of working capital requirement

 

 

 

 

 

 

 

Particulars No. of Days
Inventory: Material & 64 The holding period for the finished goods for FY 2021-22 and
Finished Stock FY 2022-23 is estimated for 30 days and 34 days respectively.
Trades Receivables/ 59 Trade Receivables is estimated at 28 days and 31 days
Debtor’s respectively for FY 2021-22 and FY 2022-23.
The company generally does business on credit basis. However,
the Company will strive to adhere to stricter credit policy to
pi achieve better and favourable pricing terms and ensure continued
Trade Payables / Creditors 4 relationship with existing applies” It is 74 days for the period
ended on September, 2020 and estimated at 24 days and 23 days
respectively for FY 2021-22 and FY 2022-23.

 

 

Ill. GENERAL CORPORATE EXPENSES

Our management, in accordance with the policies of our Board, will deploy Rs. 30.20 Lakhs from Net Proceeds
towards the general corporate expenses to drive our business growth.

In accordance with the policies set up by our Board, we have flexibility in utilizing the remaining Net Proceeds
not exceeding 25% of the amount raised by our Company through this Issue, for general corporate purpose
including but not restricted to, meeting operating expenses, branding, promotion, advertisements and meeting
exigencies, which the Company in the ordinary course of business may not foresee or any other purposes as.
approved by our Board of Directors, subject to compliance with the necessary provisions of the Companies Act.

Further, our management confirms that

- any issue related expenses shall not be considered as a part of General Corporate Purpose; and

- the amount deployed towards general corporate expense, as mentioned above in this Prospectus, shall not
exceed 25% of the amount raised by our Company through this Issue.

IV. TO MEET THE EXPENSES OF THE ISSUE

The total expenses of the Issue are estimated to be approximately Rs. 55.00 Lakhs which is 7.09% of the Gross
Issue. The expenses of this include, among others, underwriting and management fees, printing and distribution
expenses, advertisement expenses, legal fees and listing fees. The estimated Issue expenses are as follows:

(Rs. In Lakhs)

 

 

 

 

 

 

 

Sr. No. Particulars Amount
Issue management fees including fees and reimbursements of Market
1. Making fees and payment to other intermediaries such as Legal 50.00
Advisors to the IPO, Registrars and other out of pocket expenses.
2. Printing & Stationery, Distribution, Postage, etc 2.55
3. Listing Fees, Market Regulatory & other expenses 2.45
Total 55.00

 

 

@ please note that the cost mentioned is an estimate quotation as obtained from the respective parties and excludes GST, interest rate and

inflation cost.

Note:

1. Up to Dec 29,2020, Our Company has deployed/incurred expense of Rs. 27.70 Lakhs towards Issue Expenses out of internal accruals
duly certified by Statutory Auditor M/s. Ramanand &Associates, Chartered Accountants vide its certificate dated Dec 29,2020.

2. The amount deployed so far toward issue expenses shall be recouped out of the issue proceeds.

74

 
Bridge Financing Facilities

We have not entered into any bridge finance arrangements that will be repaid from the Net Proceeds. However,
we may draw down such amounts, as may be required, from an overdraft arrangement / cash credit facility with
our lenders, to finance additional working capital needs until the completion of the Issue. Any amount that is
drawn down from the overdraft arrangement / cash credit facility during this period to finance additional
working capital needs will be repaid from the Net Proceeds.

Appraisal by Appraising Agency

The fund requirements and deployment is based on internal management estimates and has not been appraised
by any banks or financial institutions.

Interim Use of Funds

Pending utilization of the Net Proceeds for the purposes described above, our Company will deposit the Net
Proceeds with scheduled commercial banks included in schedule II of the RBI Act, 1934, as amended from time
to time. Such deposits will be approved by our management from time to time.

In accordance with Section 27 of the Companies Act, 2013, our Company confirms that, pending utilization of
the Net Proceeds of the Offer as described above, it shall not use the funds from the Net Proceeds for any
investment in equity and/or real estate products and/or equity linked and/or real estate linked products.

Monitoring of Issue Proceeds

As the size of the Fresh Issue does not exceed Rs. 10,000 Lakhs, in terms of Regulation 262 of the SEBI ICDR
Regulations, our Company is not required to appoint a monitoring agency for the purposes of this Issue.Our
Board and the management will monitor the utilization of the Net Proceeds through its audit committee.
Pursuant to 32 of the SEBI (LODR) Regulations, 2015, our Company shall on half-yearly basis disclose to the
Audit Committee the applications of the proceeds of the Issue. On an annual basis, our Company shall prepare a
statement of funds utilized for purposes other than stated in this Prospectus and place it before the Audit
Committee. Such disclosures shall be made only until such time that all the proceeds of the Issue have been
utilized in full. Until such time as any part of the Net Proceeds remains unutilized, our Company will disclose
the utilization of the Net Proceeds under separate heads in our Company’s balance sheet(s) clearly specifying
the amount of and purpose for which Net Proceeds have been utilized so far, and details of amounts out of the
Net Proceeds that have not been utilized so far, also indicating interim investments, if any, of such unutilized
Net Proceeds. In the event that our Company is unable to utilize the entire amount that we have currently
estimated for use out of the Net Proceeds in a fiscal, we will utilize such unutilized amount in the next fiscal.
Further, in accordance with Regulation 32(1)(a) of the SEBI (LODR) Regulations, 2015, our Company shall
furnish to the Stock Exchanges on a half yearly basis, a statement indicating material deviations, if any, in the
utilization of the Net Proceeds for the objects stated in this Prospectus.

Variation in Objects

In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules, our
Company shall not vary the objects of the Issue without our Company being authorized to do so by the
Shareholders by way of a special resolution. In addition, the notice issued to the Shareholders in relation to the
passing of such special resolution shall specify the prescribed details as required under the Companies Act and
applicable rules. The notice in respect of such resolution to Shareholders shall simultaneously be published in
the newspapers, one in English and one in vernacular language of the jurisdiction where our Registered Office is
situated. The Shareholders who do not agree to the proposal to vary the objects, our Promoter or controlling
Shareholders will be required to provide an exit opportunity to such Shareholders, at such a price as may be
prescribed by SEBI, in this regard.

Other Confirmations

No part of the Issue Proceeds will be paid by our Company as consideration to our Promoter, Promoter Group,
our Directors, Associates, Key Management Personnel or Group Companies, except as may be required in the
normal course of business and in compliance with the applicable law.

75
BASIS FOR ISSUE PRICE

The Issue Price is determined by our Company in consultation with the Lead Manager on the basis of the following
qualitative and quantitative factors. The face value of the Equity Share is Rs. 10 and Issue Price is Rs.51/- per Equity
Share and is 5.1 times the face value.

The financial data presented in this section are based on our Company's restated financial statements. Investors
should also refer to the sections titled ‘Risk Factors’, ‘Our Business’ and ‘Financial Statements’ on page nos. 21,
95 and 149, respectively, of this Prospectus to get a more informed view before making the investment decision.

QUALITATIVE FACTORS
Some of the qualitative factors, which form the basis for computing the price, are

Established brand name

Well established relationship with our supplier

Wide Range of our Services

Diversified business operations and revenue base
Experience of our Promoters

Experienced management team & efficient work force

VVVVVV

For details of Qualitative factors please refer to the paragraph ‘Our Competitive Strengths’ in the chapter titled
“Business Overview’ beginning on page no. 95 of this Prospectus.

QUANTITATIVE FACTORS

Our Company was incorporated on December 02, 1994 Therefore the information presented below relating to the
Company is based on the restated financial statements of the Company for the period ended Sept 30,2020 and the
Financial Years ending March 31, 2020, March 31, 2019,March 31, 2018 prepared in accordance with Indian
GAAP. Some of the quantitative factors, which form the basis for computing the price, are as follows:

1. Basic & Diluted Earnings Per Share (EPS):

 

 

 

 

 

 

 

 

 

Period Basic and Diluted EPS (In Rs.) Weights
Fiscal 2018 295.60 1
Fiscal 2019 4.78 2
Fiscal 2020 2.45 3
Weighted Average 52.09
As on 30-09-2020 (Non-Annualized) 0.56

 

 

Notes:
(i) The figures disclosed above are based on the restated financial statements of the Company.
(ii) The face value of each Equity Share is Rs. 10.00.
(iii) Earnings per Share has been calculated in accordance with Accounting Standard 20 — “Earnings per Share” issued by the
Institute of Chartered Accountants of India.
(iv) The above statement should be read with Significant Accounting Policies and the Notes to the Restated Financial Statements as
appearing in Annexure 04 on page no.156.
(v) Basic Earnings per share = Net profit/ (loss) after tax, as restated attributable to equity shareholders /Weighted average
number of shares outstanding during the year/ period.
(vi) Diluted Earnings per share = Net profit after tax, as restated / Weighted average number of diluted equity shares outstanding
during the year/ period.
(vii) Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. [(EPS x Weight) for each
fiscal] / [Total of weights].

2. Price to Earnings (P/E) ratio in relation to Issue Price of Rs.51:

 

 

 

 

 

 

Particulars P/E at the Issue Price of Rs.51:
Based on the Basic and Diluted as on Sept. 30, 2020 (non- | 91.07

Annualized)

Based on the Basic and Diluted FY 2019-20 20.82

Based on the Weighted Average Basic and Diluted EPS 0.98

Industry P/E

Touchwood Entertainment Limited 102.05

 

 

 

 

76
Note:

(i) P/E of Touchwood is based as on unaudited financials Sept 2020; Source for industry P/E: www.nseindia.com

(ii) P/E Ratio = Issue Price/ EPS

(iii) Since there is only a single company in the similar line of business as ours and is listed on the Stock Exchange,
hence, the high, low and average price cannot be ascertained.

Average Return on Net Worth (RoNW):

 

 

 

 

 

 

Period Return on Net Worth (%) Weights
As on March 31, 2018 24.11 1
As on March 31, 2019 24.62 2
As on March 31, 2020 10.81 3
Weighted Average 17.63
As on 30-09-2020 (NonAnnualized) 2.42

 

 

 

 

 

Note:

(i) The RONW has been computed by dividing net profit after tax(excluding exceptional income, if any) as restated,
by Net Worth (excluding revaluation reserve, if any) as at the end of the year/ period excluding miscellaneous
expenditure to the extent not written off.

(ii) Weighted average = Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. [(RONW x Weight) for
each fiscal] / [Total of weights].

Net Asset Value (NAV) per Equity Share:

 

 

 

 

 

 

 

 

 

Particulars NAV (in Rs.)

As on March 31, 2020 22.70

As on 30-09-2020 (Not Annualized) 23.26

NAV after the Issue 30.76

Issue Price 51.00
Note:

- NAV per Equity Share will be calculated as net worth divided by number of equity shares outstanding at the end of
the year.

Comparison of Accounting Ratios with Peer Group Companies:

 

 

 

 

 

 

 

 

 

 

 

 

Sr. Particulars |Face Value| EPS P/E RONW NAV
No. (In Rs.) | (in Rs.) Ratio (%) (In Rs.)
1. _| ‘Party Cruisers Limited 10.00 0.56 °91.07 2.42 23.26
2. *Touchwood Entertainment Limited 10.00 (1.30) 102.05 (12.11) 1.08
Notes:

@ Source: www.nseindia.com

(ii) ‘Based on September 30, 2020 restated financial statement (non-annualized)

(iii) ? Price Earning (P/E) Ratio in relation to the Issue Price of Rs.51/-

(iv) 7Accounting Ratios for Touchwood is based as on unaudited financials Sept 2020

(v) The peer group identified is broadly based on the different product lines that we are into, but their scale of
operations is not necessarily comparable to us.

(vi) Considering the nature and size of business of the Company, the peer is not strictly comparable. However, the
same has been included for broad comparison.

The face value of Equity Shares of our Company is Rs. 10 per Equity Share and the Issue Price of Rs.51/- per
Equity Share is 5.1 times the face value.

The Issue Price of Rs.51 is determined by our Company in consultation with the Lead Manager and is justified
based on the above accounting ratios. For further details, please refer to the section titled 'Risk Factors’, and
chapters titled ‘Business Overview' and ‘Restated Financial Statement’ beginning on page no. 21, 95 and 149,
respectively of this Prospectus.

77
This certificate along with the annexure is provided solely for the purpose of assisting the addressee Company in
discharging its responsibility under the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 for inclusion in the Draft Red Herring Prospectus/Red Herring
Prospectus/Prospectus in connection with the proposed issue of equity shares and is not to be used, referred to or
distributed for any other purpose without our written consent.

Yours faithfully,

For M/s RAMANAND&ASSOCIATES
Chartered Accountants

Firm Registration No.:117776W
Ramanand Gupta

Membership No.103975

Partner

Place: Mumbai
Date:29" December , 2020

79
ANNEXURE TO THE STATEMENT OF SPECIAL TAX BENEFITS

Outlined below are the possible special tax benefits available to the Company and its shareholders under the current
direct tax laws in India for the financial year 2020-2021.It is not exhaustive or comprehensive and is not intended to
be a substitute for professional advice. Investors are advised to consult their own tax consultant with respect to the
tax implications of an investment in the Equity Shares particularly in view of the fact that certain recently enacted
legislation may not have a direct legal precedent or may have a different interpretation on the benefits, which an
investor can avail.

YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX

IMPLICATIONS AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY

SHARES IN YOUR PARTICULAR SITUATION.

A. SPECIAL TAX BENEFITS TO THE COMPANY

The Company is not entitled to any special tax benefits under the Act.

B. SPECIAL TAX BENEFITS TO THE SHAREHOLDERS

The Shareholders of the Company are not entitled to any special tax benefits under the Act.

Notes:

1) All the above benefits are as per the current tax laws and will be available only to the sole / first name holder
where the shares are held by joint holders.

2) The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law
benefits or benefit under any other law.

3) The above statement of possible special tax benefits are as per the current direct tax laws relevant for the F.Y.

2020-21relevant to A.Y. 2021-22.

We hereby give our consent to include our above referred opinion regarding the tax benefits available to the
Company and to its shareholders in the offer document.

80
STATEMENT OF TAX BENEFITS

To,

The Board of Directors,

Party Cruisers Limited

303/304/305, Simran Plaza, Khar 4th Road,
Next to Regal Enclave Hotel, Khar (West),
Mumbai — 400 052, Maharashtra, India

Sub: Statement of possible special tax benefits (“the Statement”) available to Party Cruisers Limited (‘the
Company”) and its shareholders is prepared in accordance with the requirements in Point No. 9 (L) of
Part A of Schedule VI of the Securities Exchange Board of India (Issue of Capital Disclosure
Requirements) Regulations 2018, as amended (“the Regulations”)

Ref.: Proposed Public Issue of 15,20,000 Equity Shares of face value of Rs. 10.00 each for cash at a price of
Rs.51.00 (Including Share Premium of Rs.41/- per Equity Share) per Equity Share aggregating Rs.
775.20 Lakhs through the fixed price route

Dear Sir/Madam,

We hereby report that this certificate along with the annexure(hereinafter referred to as “The Statement”) states the
possible special tax benefits available to the Company and the shareholders of the Company under the Income Tax
Act, 1961 (‘IT Act’) (read with Income Tax Rules, Circulars and Notifications) as amended by the Finance Act,
2020 (i.e. applicable to F.Y. 2020-21 relevant to A.Y. 2021-22)(hereinafter referred to as the “IT Regulations”) and
under the Goods And Service Tax Act, 2017 (read with Goods And Service Tax[GST] Rules, Circulars and
Notifications), presently in force in India. The Statement has been prepared by the management of the Company in
connection with the proposed Public Issue, which we have initialed for identification purposes only.

Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under
the said relevant provisions of the tax laws and regulations applicable to the Company. Hence, the ability of the
Company or its shareholders to derive the special tax benefits, if any, is dependent upon fulfilling such conditions
which based on business imperatives which the Company may or may not choose to fulfill or face in the future.

The benefits discussed in the enclosed annexure cover only special tax benefits available to the Company and its
shareholders and do not cover any general tax benefits available to the Company or its shareholders. Further, the
preparation of enclosed statement and the contents stated therein is not exhaustive and is the responsibility of the
Company’s management. This statement is only intended to provide general information to the investors and is
neither designed nor intended to be a substitute for professional tax advice. A shareholder is advised to consult his/
her/ its own tax consultant with respect to the tax implications arising out of his/her/its participation in the proposed
public issue, particularly in view of ever-changing tax laws in India. Further, we give no assurance that the income
tax authorities/ other indirect tax authorities/courts will concur with our views expressed herein.

We do not express any opinion or provide any assurance as to whether:
« the Company or its shareholders will continue to obtain these benefits in future; or
¢ the conditions prescribed for availing the benefits have been/would be met with.

The contents of this annexure are based on information, explanations and representations obtained from the
Company and on the basis of our understanding of the business activities and operations of the Company and the
provisions of the tax laws.

Our views are based on facts indicated to us, the existing provisions of tax law and its interpretations, which are
subject to change or modification from time to time. Any such changes, which could also be retrospective, could
have an effect on the validity of our views stated herein. We assume no obligation to update this statement on any
such events subsequent, which may have a material effect on the discussions herein. Our views are exclusively for
the limited use of the captioned Company in connection with its proposed public issue referred to herein above and
shall not, without our prior written consent, be disclosed to any other person.

We shall not be liable to the Company for any claims, liabilities or expenses relating to this assignment extent of
fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or
intentional misconduct. We are not liable to any other person in respect of this statement.

78
SECTION VIII - ABOUT US
INDUSTRY OVERVIEW

The information in this section has not been independently verified by us or any other person connected with the
Issue or by any of our or their respective affiliates or advisors. This section also includes extracts from publicly
available information, data and statistics and has been derived from various government publications and industry
sources. The data may have been re- classified by us for the purposes of presentation. The information may not be
consistent with other information compiled by third parties within or outside India. Industry sources and
publications generally state that the information contained therein has been obtained from sources it believes to be
reliable, but their accuracy, completeness and underlying assumptions are not guaranteed, and their reliability
cannot be assured. Industry and government publications are also prepared based on information as of specific
dates and may no longer be current or reflect current trends. Industry and government sources and publications
may also base their information on estimates, forecasts and assumptions which may prove to be incorrect.
Accordingly, investment decisions should not be based on such information. Further, the Investors should read the
entire Prospectus, including the information contained in the sections titled “Risk Factors” and “Financial
Statements” and related notes beginning on page no. 21 and 149 respectively of this Prospectus before deciding to
invest in our Equity Shares.

IMPACT OF COVID 19 ON GLOBAL GROWTH

Global growth is projected at —4.9 percent in 2020, 1.9 percentage points below the April 2020 World Economic
Outlook (WEO) forecast. The COVID-19 pandemic has had a more negative impact on activity in the first half of
2020 than anticipated, and the recovery is projected to be more gradual than previously forecast. In 2021 global
growth is projected at 5.4 percent. Overall, this would leave 2021 GDP some 6% percentage points lower than in the
pre-COVID-19 projections of January 2020. The adverse impact on low-income households is particularly acute,
imperiling the significant progress made in reducing extreme poverty in the world since the 1990s.

As with the April 2020 WEO projections, there is a higher-than-usual degree of uncertainty around this forecast. The
baseline projection rests on key assumptions about the fallout from the pandemic. In economies with declining
infection rates, the slower recovery path in the updated forecast reflects persistent social distancing into the second
half of 2020; greater scarring (damage to supply potential) from the larger-than-anticipated hit to activity during the
lockdown in the first and second quarters of 2020; and a hit to productivity as surviving businesses ramp up
necessary workplace safety and hygiene practices. For economies struggling to control infection rates, a lengthier
lockdown will inflict an additional toll on activity. Moreover, the forecast assumes that financial conditions—which
have eased following the release of the April 2020 WEO will remain broadly at current levels. Alternative outcomes
to those in the baseline are clearly possible, and not just because of how the pandemic is evolving. The extent of the
recent rebound in financial market sentiment appears disconnected from shifts in underlying economic prospects—
as the June 2020 Global Financial Stability Report (GFSR) Update discusses—raising the possibility that financial
conditions may tighten more than assumed in the baseline.

All countries including those that have seemingly passed peaks in infections should ensure that their health care
systems are adequately resourced. The international community must vastly step up its support of national
initiatives, including through financial assistance to countries with limited health care capacity and channeling of
funding for vaccine production as trials advance, so that adequate, affordable doses are quickly available to all
countries. Where lockdowns are required, economic policy should continue to cushion household income losses
with sizable, well-targeted measures as well as provide support to firms suffering the consequences of mandated
restrictions on activity. Where economies are reopening, targeted support should be gradually unwound as the
recovery gets underway, and policies should provide stimulus to lift demand and ease and incentivize the
reallocation of resources away from sectors likely to emerge persistently smaller after the pandemic.

Strong multilateral cooperation remains essential on multiple fronts. Liquidity assistance is urgently needed for
countries confronting health crises and external funding shortfalls, including through debt relief and financing
through the global financial safety net. Beyond the pandemic, policymakers must cooperate to resolve trade and
technology tensions that endanger an eventual recovery from the COVID-19 crisis. Furthermore, building on the
record drop in greenhouse gas emissions during the pandemic, policymakers should both implement their climate
change mitigation commitments and work together to scale up equitably designed carbon taxation or equivalent
schemes. The global community must act now to avoid a repeat of this catastrophe by building global stockpiles of
essential supplies and protective equipment, funding research and supporting public health systems, and putting in
place effective modalities for delivering relief to the neediest.

81
Source:-https://www.imf.org/en/Publications/WEO/Issues/2020/06/24/WEOUpdateJune2020

 

IMPACT OF COVID 19 ON INDIAN ECONOMY AND MEASURES TAKEN SO FAR.

India imposed a strict lock-down from 25thMarch, 2020. April, 2020 was the month of economic standstill with
restrictions on various activities eased in May, 2020 as Government of India made a courageous choice of
supporting livelihoods that in turn made the containment of the pandemic more challenging. As restrictions were
further eased, the country entered the unlock phase in June, 2020. The loss of economic output from more than two
months of lock-down was first triggered from the supply side as labour stayed away from work. The demand side
caused further loss of output as consumption of goods and services dependent on customer mobility fell. This twin
supply-demand shock on output subsequently led to loss of income, which caused further decline in consumption
resulting in further loss of output. Owing to these unprecedented COVID-19 induced supply-demand shocks, IMF’s
June, 2020 WEO update projects growth of India’s output at (-)4.5 per cent in 2020-21 and that of world’s at (-)4.9
per cent. Readings of high frequency indicators in India, however, indicate emergence of green-shoots. Total digital
retail financial transactions via NPCI platforms increased sharply from Rs. 6.71 lakh crore in April, 2020 to Rs. 9.65
lakh crore in May, 2020. Consumption of petroleum products increased by 47 per cent from 99.37 lakh metric
tonnes in April to 146.46 lakh metric tonnes in May moderating its year-on-year (y-o-y) contraction from (-) 45.8
per cent to (-) 23.2 per cent across the two months. Latest data indicates Kharif sowing at a 104.3 per cent higher
than previous year’s acreage with Rabi procurement in full flow in respect of oilseeds, pulses and wheat, benefiting
from the bumper harvest. Within a period of 2 months, India, starting from scratch, has become the world’s second
largest manufacturer of Personal Protective Equipment (PPE). Electricity consumption saw lower y-o-y contraction
in growth rates from (-) 24 per cent in April to (-)15.2 per cent in May to (-)11.3 per cent in June (till 28 th June).
Total assessable value of E-Way bills picked up by a massive 130 per cent in May compared to April 2020, tracking
surge in inter and intra-state road-based movement of tradable goods. In June, it has further increased by 34 per cent
over May 2020. Sustaining the momentum in economic activity, railway freight trafic improved by 26 per cent in
May (8.26 crore tonnes) over April 2020 (6.54 crore tonnes). Average daily electronic toll collections, yet another
indicator of freight movement by road, increased from Rs. 8.25 crore in April to Rs. 36.84 crore in May and further
to Rs. 50.9 crore in June (till 28 th June). Purchasing Managers Index (Manufacturing) has also consistently
improved from 27.4 in April to 30.8 in May and further to 47.2 in June. In support, India’s forex reserves at USD
505.6 billion as on 19 th June, continue to provide a crucial cushion to external shocks on the back of higher FDI,
portfolio flows and low oil prices. This recovery is also evident in the Goods & Services Tax (GST) collections for
June 2020 that clocked Rs. 90,917 crore at gross levels, 46 per cent higher than May and 181 per cent over April.
These green shoots have a conducive policy environment to grow further and nudge the economy early on the path
of economic recovery and growth. Policy environment was made conducive beginning March, 2020 when RBI and
Government were able to correctly anticipate the economic downturn following the outbreak of the pandemic. RBI
significantly reduced the repo rate by 75 basis points (bps) to 4.4 per cent and further to 4 per cent in May and
injected huge amount of liquidity of approximately 3.9 per cent of GDP. With 100 bps cut in cash reserve ratio
(CRR), 155 bps cut in reverse repo and increase in marginal standing facility to 3 per cent of net demand and time
liabilities, attempts were afloat to enhance credit flow in the economy. The RBI also provided relief to borrowers
allowing companies a three-month moratorium on loan repayments while SEBI protected the lenders by relaxing the
norms related to debt default on rated instruments. Government of India on its part executed a well laid out strategy
wherein it imposed lock-down to allow states to ramp-up their health and testing infrastructure while implementing
“Pradhan Mantri Garib Kalyan Yojana” to provide immediate cash support to the needy. More than 42 crore poor
people have so far received financial assistance of Rs 65,454 crore under the scheme. Procurement of wheat
increased touching an all-time record figure of 388.3 Lakh Metric Tonnes (LMT) on 29 th June, 2020. Minimum
Support Price (MSP) of Rs. 73,500 crore was paid, benefiting 42 Lakh farmers. The next step was to convert the
pandemic situation into an opportunity of taking the economy to newer heights. Accordingly, in May, 2020,
Government adding to its past measures and that of RBI announced a consolidated stimulus package of Rs. 20 lakh
crore. The stimulus package was pivoted on “Atma Nirbhar Bharat”, wherein MSMEs received a huge financial
package in 4 terms of collateral free debt, guarantee for subordinate debt through Funds-of-Funds and interest
subvention scheme. Besides, the definition of MSME was changed to remove the disincentive against their
investment and expansion. Other components of the package included three landmark ordinances related to Essential
Commodities Act, Farmers’ Empowerment and Protection and Promotion & Facilitation of agricultural produce that
will encourage people to invest in creating infrastructure and storage for agricultural produce, enable barrier-free
trade in agriculture and also empower farmers to engage with various stakeholders. These reforms will create a more
competitive and vibrant agricultural sector, bringing prosperity to majority of the population in rural areas and
contributing to the growth of the Indian economy in the long term. Additionally, “Pradhan Mantri Garib Kalyan

82
Rojgar Abhiyaan”, a rural infrastructure and employment generation scheme was launched for the benefit of
returnee migrants. The stimulus package is a set of reforms providing continuity to the initiative that commenced in
2014. It has accelerated the reforms at a time when the pandemic has constrained the fiscal envelope of the
government and dampened the inclination of the people to spend, in view of economic uncertainty. Economic
growth of pre-COVID times, as and when restored through fuller unlocking of the economy, will heavily lean on the
reforms undertaken today to enhance its potential tomorrow.

Policy impact/progress so far

e India has flattened the curve to a great extent with early containment measures supported by enhanced health
infrastructure. One of the lowest death rates amongst affected countries Recoveries are increasingly outgrowing
active cases. A testimony to graded, pre-emptive and pro-active approach of the Centre and States Record food
grain production at 295.67 million tonnes in 2019-20 (3.7 percent higher than last year). As on towards
prevention, containment and management of COVID-19.

¢ Record food grain production at 295.67 million tonnes in 2019-20 (3.7 percent higher than last year). As on26 th
June, 113 Lakh Metric Tonnes (LMT) of food grains lifted by 36 States/UTs, of which- April: 37.01 LMT
distributed to 74.03 crore beneficiaries May: 36.42 LMT distributed to 72.83 crore beneficiaries June: 13.59
LMT distributed to 27.18 crore beneficiaries

¢ Procurement of wheat from farmers touched an all-time record figure of 385.6 Lakh Metric Tonnes (LMT) ono
23rd June, 2020 surpassing the earlier record of 381.48 LMT achieved during 2012-13.

Minimum Support Price (MSP)

Rs. 73,500 crore to 42 Lakh farmers towards MSP for wheat, thereby alleviating the added rural distress duew to
reverse migration of people from cities amid the pandemic.

Pradhan Mantri Garib Kalyan Yojana

Financial assistance of Rs. 65,454 crore to more than 42 crore poor people.

PM-KISAN: Rs.17,891 crore to 8.94 crore beneficiaries (first installment).

Women Jan Dhan accounts: Rs. 13,952 crore to 20.65 crore women (3 installments)
Old age persons, widows, disabled: Rs. 2814.5 crore to about 2.81 crore (2 installments)
Building & Construction workers: Rs. 4312.82 crore to 8.52 crore workers

PMUY cylinders: 2.3 crore delivered for April & May, 2.1 crore booked for June

MGNREGS

© Daily wage increased from Rs. 182 to Rs. 202 to benefit 136.2 million households.

¢ Inresponse to increasing work demand under MGNREGA since April 2020, more than 105 crore person days of
work have been created in FY 2020-21 so far.

¢ M/o Railways has identified numbers of railway works to be executed through MGNREGS.

Garib Kalyan Rojgar Abhiyaan

¢ Rs. 50,000 crore for building durable rural infrastructure.

¢ 116 districts identified in 6 states of Bihar, Uttar Pradesh, Madhya Pradesh, Rajasthan, Jharkhand and Odisha
(large concentration of returnee migrant workers)

¢ 160 infrastructure works under 25 broad areas identified for employment in villages: rural housing for thepoor,
plantations, provision of drinking water through Jal Jeevan mission, Panchayat Bhavans, community Expected
to create employment for thousands of workers and generate 8 lakh man-days of employment by theatoilets,
rural mandis, rural roads, Cattle Sheds, Anganwadi Bhavans etc.

¢ Government to pay Employee Provident Fund (EPF) contributions on behalf of employees and employers end of
October 2020. (12% each) for March to August 2020, for formal sector with up to 100 employees, where 90% of
them are earning less than Rs. 15,000 per month. Contribution rate cut from 12% to 10% for non eligible

¢ 25% reduction in rates for tax collected or deducted at source on non-salaried specific payment until
31employees.Non refundable advance of Rs. 5767 crore from EPF accounts benefitted 20.22 lakh members.
Scheme intended to benefit 48 million workers.

e Due date for all income tax returns, tax audits and assessment for FY2019-20 extended to November
2020;March 2021. immediate refunds to charitable trust, non-corporate businesses and professions.

83
¢ Pending income tax refunds up to Rs. 5,00,000 and GST/custom refunds to be cleared. From 1st April to 21
Deadline for filing returns of Goods and Services Tax for March, April and May extended till June 30. No
interest, penalty or late fee charges for companies with less than Rs. 50 million turnover, interest rate reduced to
9% for companies with turnover greater than Rs. 50 million turnover, interest rate reduced to 9% for companies
with turnover greater than Rs. 50 million.

Aatma Nirbhar Bharat Package - MSME

« Emergency Credit Line Guarantee Scheme (ECLGS): Rs. 79,000 crore loans sanctioned to MSMEs by Public &
Private Sector Banks as on 23rd June, 2020, of which more than Rs 35,000 crore has already been disbursed.
This has helped 19 lakh MSMEs & other businesses restart their businesses post the lock-down.

¢ Additional credit:Rs.3 Lakh crore.

e Extended Partial Guarantee Scheme to help NBFCs & MFIs: Approvals have crossed Rs. 5500 crore, another Rs.
5000 crore under process of approval

¢ 2% Interest subvention scheme on prompt repayment of Shishu Loans under Pradhan Mantri MUDRA Yojana
for a period of 12 months- to help small businesses maintain cash flows by reducing cost of credit (Estimated
cost-Rs.1,542 crore). Scheme expected to support revival of small businesses and generate employment.

¢ “Distressed Assets Fund—Sub-ordinate Debt for MSMEs”: Guarantee cover worth Rs. 20,000 crores to promoters
who can take debt from the banks to further invest in their stressed MSMEs as equity. This will support around 2
lakh MSMEs and protect livelihoods of millions who depend on them

© Special lending programme for street vendors of up to INR 10000 to finance their working capital, targeting
about 5 million street vendors.

¢ Rs. 900 billion equity infusion for DISCOM companies by State owned enterprises (Power Finance Corps and
Rural Electrification Corps)

© Support to state governments: Devolution of Central taxes and duties (Rs. 92,077 cr) to states in April and May;
Revenue Deficit Grants to states (Rs 12,390 cr) in April and May; Advance release of SDRF funds; Rs. 4,113
crores from Health Ministry for direct anti-Covid activities; Ways & Means Advance limits of States increased
by 60%; Extension of number of days for continuous overdraft from 14 days to 21 days (32 to 50 days for
overdraft in a quarter); 75% of States net borrowing ceiling for 2020-21 authorised in March 2020 (14% utilized
so far); Borrowing limits of States increased from 3% to 5% of GSDP, for 2020-21 (extra resources of Rs. 4.28
lakh crores), with part of borrowing linked to specific reforms (including recommendations of Finance
Commission; Reform linkage in 4 areas, universalisation of ‘One Nation One Ration card’, Ease of Doing
Business, Power distribution and Urban local body revenues; Unconditional increase of 0.50% , 1% in 4 tranches
of 0.25%, with each tranche linked to clearly specified, measurable and feasible reform actions, additional
0.50%, if milestones are achieved in at least three out of four reform areas.

Source:-Macroeconoic report June 2020, Department of Economic affairs.
SERVICE SECTOR -GLOBAL VIEW

IT took centuries for the world’s economies to shift from agriculture to manufacturing, but the rise of the services
sector is occurring more quickly. The world is in the midst of a radical shift, with the share of total output—world
GDP—accounted for by services experiencing a sharp increase in almost all countries. Indeed, a few countries, such
as India and Sri Lanka, have broken the historical convention by heading straight to services without developing a
significant manufacturing sector at all. This growth in services has likely transformed not only the composition of
the world’s economic production and employment, but potentially global trading patterns over the past few decades.

Services dominate in output, value added, and employment

The relationship between services growth and overall economic growth has become stronger in the past two decades
as services’ average contribution to GDP and value added has increased. In 2015, services’ value added accounted
for 74 percent of GDP in high-income countries, up from 69 percent in 1997. The contribution of services’ value
added to GDP was higher in the United States than among its peer high-income nations. The increase in services’
share of GDP was even more prominent in low- and middle-income countries, where it jumped to 57 percent in
2015 from 48 percent in 1997. With services contributing more to output, the corresponding contributions of
industry and agriculture to GDP declined; the share of manufacturing fell the most during this period.

84
Services in an increasingly digital economy

Increasingly, services are being delivered—that is, traded, both within borders and across borders—digitally. This
trend will likely continue to increase as more people connect to the internet and trade digitally with the rest of the
world. With their increasing tradability and rising importance as inputs to traded goods and services, services are
poised to play an increasingly vital role in many countries’ economic growth. We do not minimize the importance of
manufacturing to the overall health of the economy, but priorities should also recognize services’ essential role. A
healthy services sector is no less necessary for a strong economy than a healthy manufacturing sector.

Source:https://www2.deloitte.com/insights/us/en/economy/issues-by-the-numbers/trade-in-services-economy-
growth.html

SERVICE SECTOR IN INDIA
Introduction

The services sector is not only the dominant sector in India’s GDP, but has also attracted significant foreign
investment flows, contributed significantly to exports as well as provided large-scale employment. India’s services
sector covers a wide variety of activities such as trade, hotel and restaurants, transport, storage and communication,
financing, insurance, real estate, business services, community, social and personal services, and services associated
with construction.

 

  
   
 
 
  
   

* India isthe export hub for software services. it has @ $5 per cent share in the USS 185-
Robust 190 billion global sourcing market in 2017. tt is also becoming a destination for medical
OE tourism asa result of cheaper but quality healthcare services.

* Large pool of skilled manpower, especially in the areas of IT & MTeS available at a

SOUNEUUTS) ——relctively ow cost and a reply increasing youth population looking to miarate

LETC from agriculture to other sectors

SEEN
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Policy * Government of India is working to remove many trade barriers to services and
Support tabled a draft legal text on Trade Facilitation in Services to the WTO in 2017.

 
   
 

"Services sector has received the most FDI inflows between April 2000 and June 2018
totalling USS 68.62 billion.

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Note: WTO World Trade Organisation

 

Market Size

The services sector is the key driver of India’s economic growth. The sector has contributed 57.12 per cent of
India’s Gross Value Added at current price in H1 2018-19. Net service exports stood at US$ 38.95 billion in H1
2018-19 (P).

85
Nikkei India Services Purchasing Managers' Index (PMI) stood at 53.7 in November 2018. The expansion in
November 2018 was marked with boost in output, the strongest since July 2018.

Investments

Some of the developments and major investments by companies in the services sector in the recent past are as
follows:

¢ Leisure and business travel and tourism spending are expected to increase to Rs 14,127.1 billion (US$ 216.9
billion) and Rs 806.4 billion (US$ 12.4 billion) in 2018, respectively.

¢ India’s earnings from medical tourism could exceed US$ 9 billion by 2020.

¢ Indian healthcare companies are entering into merger and acquisitions with domestic and foreign companies to
drive growth and gain new markets.

Government Initiatives

The Government of India recognizes the importance of promoting growth in services sectors and provides several
incentives in wide variety of sectors such as health care, tourism, education, engineering, communications,
transportation, information technology, banking, finance, management, among others.

Prime Minister Narendra Modi has stated that India's priority will be to work towards trade facilitation agreement
(TFA) for services, which is expected to help in the smooth movement of professionals.

The Government of India has adopted a few initiatives in the recent past. Some of these are as follows:

© Under the Mid-Term Review of Foreign Trade Policy (2015-20), the Central Government increased incentives
provided under Services Exports from India Scheme (SEIS) by two per cent.

© Government of India is working to remove many trade barriers to services and tabled a draft legal text on Trade
Facilitation in Services to the WTO in 2017.

Achievements
Following are the achievements of the government in the past four years:

e India’s rank jumped to 24 in 2018 from 137 in 2014 on World Bank’s Ease of doing business - "Getting
Electricity" ranking.

«Five times more growth in major ports’ traffic between 2014-18, compared to 2010-14.

© Six-fold increase in Government spending on telecommunications infrastructure and services in the country —
from Rs 9,900 crores (US$ 1.41 billion) during 2009-14 to Rs 60,000 crores (US$ 8.55 billion) (actual +
planned) during 2014-19.

© A total of 11 projects worth Rs 824.80 crore (US$ 127.98 million) were sanctioned under the Swadesh Darshan
scheme.

¢ Highest ever revenue was generated by Indian IT firms at US$ 167 billion in 2017-18.

Road Ahead

Services sector growth is governed by both domestic and global factors. The Indian facilities management market is
expected to grow at 17 per cent CAGR between 2015 and 2020 and surpass the US$19 billion mark supported by
booming real estate, retail, and hospitality sectors.

The implementation of the Goods and Services Tax (GST) has created a common national market and reduced the

overall tax burden on goods. It is expected to reduce costs in the long run on account of availability of GST input
credit, which will result in the reduction in prices of services.

86
Contribution of Service Sector

Services sector is the biggest one in India and contributes more than half of Gross Value Added (GVA). As of 2018,
34.49 per cent of India’s employed population was working in the services sector. India ranked as the eighth largest
exporter of commercial services globally in 2017. The sector is a major contributor to the country’s FDI
Inflows. Nikkei India Services Purchasing Managers’ Index (PMI) reached 53.2 in December 2018.

Services exports comprise a major part of the total exports of India. Net Services exports from India stood at US$
38.95 billion in H1 2018-19 (P).

India is the export hub for software services. It has a 55 per cent share in the US$ 185-190 billion global sourcing
market in 2017.

Sub-sectors that are performing well are:

e Aviation — India’s air passenger traffic doubled to 117.18 million in 2017 from 59.87 million in 2011. It stood at
226.80 million during April-November 2018.

¢ Tourism — Foreign Exchange Earnings from tourism rose 20.8 per cent year-on-year to US$ 27.7 billion in 2017.

¢ Information technology-business process management (IT-BPM) — Software exports are expected to grow 7-8
per cent and the domestic market is expected to expand by 10-11 per cent”.”

The Government introduced ‘Services Exports from India Scheme’ (SIES) aimed at promoting export of services
from India by providing duty scrip credit for eligible exports. Under this scheme, a reward of 3 to 5 per cent of net
foreign exchange earned is given for Mode 1 and Mode 2 services. In the mid-term review of Foreign Trade Policy
2015-20, SEIS incentives to notified services were increased by 2 per cent. Also, Government of India has identified
12 sectors under the Champion Services Sectors Initiative which is aimed at formulating cross-cutting action plans
to promote their growth.

87
India’s Services GVA as A Percentage Of Total GVA

55.65%

soray  5285%
olsen Sate :
50.03% 90.82%
a | i ul

Fy12 FY13 Fy14 FY15 FY16 FY17 FY18PE FY19"
Note: PE ~ Provisional Estimate, GVA — Gross Value Added, * - For April-June 2018

 

Net Exports of Major Services from India (US$ million)

 

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Nikkei India Services PMI (Monthly) Telecom Subscriber base (million)

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Source: https://www.ibef.org/industry/services/showcase

88
INTRODUCTION TO EVENT MANAGEMEN'

 

Event management is the application of project management to the creation and development of large-scale events
such as festivals, conferences, ceremonies, weddings, formal parties, concerts, or conventions. It involves studying
the brand, identifying its target audience, devising the event concept, and coordinating the technical aspects before
actually launching the event.

The process of planning and coordinating the event is usually referred to as event planning and which can include
budgeting, scheduling, site selection, acquiring necessary permits, coordinating transportation and parking,
arranging for speakers or entertainers, arranging decor, event security, catering, coordinating with third party
vendors, and emergency plans. Each event is different in its nature so process of planning & execution of each event
differs on basis of type of event.

The events industry now includes events of all sizes from the Olympics down to business breakfast meetings. Many
industries, charitable organizations, and interest groups hold events in order to market themselves, build business
relationships, raise money, or celebrate achievement.

EVENT MANAGEMENT AS MARKETING TOOL

Event management might be a tool for strategic marketing and communication, used by companies of every size.
Companies can benefit from promotional events as a way to communicate with current and potential customers. For
instance, these advertising-focused events can occur as press conferences, promotional events, or product launches.
Event managers may also use traditional news media in order to target their audience, hoping to generate media
coverage which will reach thousands or millions of people. They can also invite their audience to their events and
reach them at the actual event.

Source :https://en.wikipedia.org/wiki/Event_management

GROWTH OF EVENT MANAGEMENT ACROSS THE GLOBE

Global Event Management Service Market is expected to grow at a significant CAGR in the upcoming years as the
scope and its applications are rising enormously across the globe. Event management is the services provided in
terms of promotion, planning, presentation or organizing of any sports, arts, business, entertainment, and
consultation for organizing other services. The services may include planning, production, management, and post-
event. Growing demand for online payment and registration, high demand for digital currencies across the globe,
and convenience and efficacy for acceptance of online transaction and registration of events are documented as
major factors of Event Management Service Market that are estimated to enhance the growth in the years to come.
However, high cost related to the event may restrain overall market growth in the coming years. Event Management
Service Market is segmented based on social networking site, end users, and region.

LinkedIn, Facebook, Twitter, and other social networking sites could be explored in Event Management Service in
the forecast period. The Twitter sector accounted for the substantial market share of Event Management Service and
is estimated to lead the overall market in the coming years. This may be because of rising customer base and allows
event management professionals to stay informed on the modern technology, trends, and innovations. The market
may be categorized based on end users like individual users, corporate organizations, and public organizations and
NGOs that could be explored in the forecast period. The corporate organizations sector accounted for the substantial
market share of Event Management Service and is estimated to continue its dominance in the coming years. This
may be because of high demand for online payment and registration. The sector includes educational institutes,
media organizations, trade shows, associations, and event management agencies.

Event Management Service Market is segmented geographically into Americas (North America, South America,
and Latin America), Europe (Eastern Europe, Western Europe), Asia Pacific, Latin America, Middle East and
Africa.Globally, North America accounted for the substantial market share of Event Management Service and is
estimated to lead the overall market in the coming years. The reason behind overall market growth could be high
demand for cloud-based event management services from government organizations and enterprises. The United
States is a major consumer of Event Management Service in the region.

Instead, Europe and the Asia Pacific are also estimated to have a positive influence on the future growth. Europe is
the second largest region with significant market share. However, Asia Pacific is estimated to grow at fastest pace

89
with the highest CAGR in the foremost period. The developing countries like India and China are the major
consumers of Event Management Service in this region. The key players of Event Management Service Market are
XING, Certain, Lanyon, Ungerboeck Software, Cvent, Eventzilla, and Etouches. These players are concentrating on
inorganic growth to sustain themselves amongst fierce competition. As companies all over the world have to believe
that alliance with a market would permit them proportional market existence and authority to declare the leadership
position.

Source:https://www.prnewswire.com/news-releases/event-management-as-a-service-market-to-grow-at-a-cagr-of-
11-6-during-the-period-2018-2022-radiant-insights-inc--849974775.html

 

 

GROWTH OF EVENT MANAGEMENT INDUSTRY IN INDIA
Revenue of the organized events industry has increased to INR 5,631 Crores.

v) Industry has been growing at 15% CAGR for the last five years

vi) This is slightly faster than the 11-13% CAGR of the Indian M&E industry

vii) The industry is on track to reach USD1bn by 2017-18

viii) The expected growth rate of the industry will be 16% over the next few years, which can therefore take the size
to over INR 10,000 cr by 2021

This value represents the revenue of ‘organized’ events and activation agencies and does not include the multitude
of ‘unorganized’ event companies spread across the country. The size estimate also does not include the value of
telecast rights of events (unless owned by an events and activation management company) the value of meetings,
incentives,conferencing and exhibitions (MICE) conducted by pure travel companies, value of IP not owned by
event companies and properties managed by in-house activation teams of advertisers, and the unorganized events
segment.

Survey respondents felt on average that just 50% of the Indian Events & Activations industry was organized (which
is the portion this report tracks), but expected this organized segment to reach 60% within two to three years.

Revenue of the organized events industry has increased to INR 5,631 cr

‘ 10,000+

6610 |

5,631 :

4,940 '

3,703 4208

i I | I L
2011-12 2012-13 2013-14 = 2014-15 2015-16 = 2016-17 2017-18 (E) | 2021(E)

Source:https://www.ey.com/Publication/vwLUAssets/ey-experience-next/$FILE/ey-experience-next.pdf

90
 

Match Making Event Management -Wedding Industry at Global level

Popular Wedding Seasons

The most popular wedding season is Summer (44%), followed by Autumn (26%), and Spring (22%). This represents

a change from last year, where Spring was more popular than Autumn. Almost half of couples hadNon-Saturday

weddings (44%). For alternative wedding weekdays, Fridays are popular with 18% of weddings, as well as Sundays

which represent 9% of weddings.

Popular wedding days

The most popular day of the week for weddings is Saturday (56%) Almost half of couples had Non-Saturday
weddings (44%) For alternative wedding weekdays,Fridays are popular with 18% of weddings, as well as Sundays

which represent 9% of weddings.

 

20%

15%

jan Feb Mar

 

Most Popular Wedding Month

10%
ox of BE rr

Jun Jul Aug) Sep Nov

 

Region wise

The most popular regions in the UK for weddings are South East England (20%), South West England (16%) and

North West England (14%). While 10% of the couples live in London, only 3% get married there. More couples get
married in South East and South West England than the proportion who live there, demonstrating the popularity of

these regions for weddings.

 

Most Popular Wedding Day of Week

sun Mon Tue Weds Thu SFiS Sat

 

  
 
   
 
 
  
 
  
  
 
 
 
  

 

4 2% Weddings

1% Live,
1% Live, 4% Weddings.

J<1% Weddings

7% Live,
7% Weddings

11% Live,
_ 11% Weddings

 

13% Live
149% Wedaings 10% Live,
oe, 11% Weddings
12% Weddings
10% Live,
2% Live, &
2% Weddings: ae Ss
19% Live,
20% Weddings

 

 

91

 

 
Budget wise

40% of couples report spending between £10,000 - £20,000 on their wedding.10% of couples spend more
than£30,000 on their wedding.

 

Wedding Budget Ranges

<£5,000

£5001 - £8000
£8001 - £10000
£10001 - £15000
£15001 - £20000
£20001 - £25000
£25001 - £30000
£30001 - £35000
£35001 - £40000
>£40,000

Id rather not say

 

0% 5% 10% 15% 20% 25%

 

 

 

Average Wedding Cost

Average Wedding Cost Average total cost of suppliers (excluding honeymoon) is £30,355 (up £3,365 or 12% from
£26,989 in previous year) The largest wedding costs are Venue (£6,152), Food & Drink (£5,862) and Marquee Hire
(£5,468) which are significantly higher than all other wedding costs Besides venue and catering, Bridalwear &
Accessories is the largest wedding expense.

 

Average total
cost of suppliers
£30,355

Average Cost of Wedding Suppliers

Venue £6,152

Food & Drink (if not included in Venue Hire) £5,862
Marquee Hire £5,468

Bridalwear & Accessories

Photography

Rings (excluding engagement ring)

Music Entertainment

Videography

Other Wedding Outfits (e.g. bridesmaids)

Flowers

Venue Dressing (inc chair covers)

Groomswear & Accessories

Hair & Make-Up

Non-Music Entertainment

Transport

Wedding Cake

Stationery (invitations etc)

Other

 

 

£0 £2,000 £4,000 £6,000 £8,000

 

 

92
Source: https://www.andrew-miller.co.uk/Free-Downloads/the-uk-wedding-report-2018.pdf

 

WEDDING INDUSTRY IN INDIA

Wedding industry of India is at its peak today and the overall definition of wedding has been completely
transformed. With rising competition in the recession proof industry, the number of wedding planners in India has
drastically increased. The wedding planning industry has been driven due to reasonable demand owing to their
professionalism and precision with which they make the entire process simple. During FY’2010-FY’2015, the
wedding planning market grew at a CAGR of 9.9% during the respective period.

According to the Ken Research report Wedding planners charge approximately 10%-15% of the wedding budget as
their consultation fees. Floral arrangements with marigold were the traditional trends. Now day’s floral theme with
varied flowers of different colors has become the recent trend. This has been followed by beach weddings in Goa
and Kerala costing the overall wedding within the range of INR 50 lakhs to INR 1.5 crores which are usually
preferred by elite and high income group. Destination places such as Singapore and Bali are also witnessing a
gradual uptrend in demand. Wedding planners also reach out with their services in the palaces and forts of Rajasthan
specifically in cities like Udaipur, Jaisalmer and Jodhpur. Palatial locations have been the most exotic venue for
weddings which charge INR 10,000-12,000 per person leading to mounting INR 15 lakhs -20 lakhs expenditure on
just food and catering services.Neemrana Fort located nearby Gurgaon is a beautiful place and pleasant wedding
destination that strikes a balance between modernity and Indian customs and rituals. Wedding planners have been
the most popular amongst the Hindu Religion. In FY’2015, majority of the Hindus approached to wedding
planners. The wedding planning industry in India has been highly competitive. India wedding planner industry has
been dominated by companies such as Fern N Petals and L’amore Weddings that place greater focus on planning a
wedding since it is difficult for the family members alone to conduct the entire cumbersome process.

India wedding planner industry has seen significant growth over the past five years. It has been anticipated to grow
to INR 1.6 trillion by FY’2020 thereby displaying a CAGR of over 10% during FY’2016-FY’2020.Ken Research
announced its latest publication on “India Wedding Market Outlook to 2020-Focus on Online Matchmaking and
Wedding Planning Segment which provides a comprehensive analysis of the Wedding Industry in India. The report
covers various aspects such as market size of Wedding planning Market, segmentation by location of weddings,
budget of weddings, and pricing packages. The report also provides competitive landscape and profile of major
players operating in wedding planning market in India. The future analysis of overall wedding planning market and
by segments has also been discussed in each of the sub segment.

Source: https://www.forevernews.in/india-wedding-planning-market-is-expected-to-reach-inr-1-6-trillion-by-2020-
ken-research-45646

 

INDIAN WEDDING STATISTICS

1) The Indian wedding industry is the second-largest in the world, just behind the U.S. market. The total value of
the Indian industry is an estimated $50 billion, compared to the $70 billion in the United States. (The Hindu
Business Online)

2) In the UK, there are an estimated 1.4 million people of Indian descent living in the country, creating a
supplemental industry that is valued at GBP 12 billion. (Business Insider)

3) More than 10 million weddings take place in India each year. For many analysists, that means the global
Indian wedding industry is one that is recession-proof. (Business Insider)

4) More than 20 high-end bridal designers attend the Aashni and Company Wedding show each year. The show
first launched in 2015 to feature dresses from India and Southeast Asia by designers in the UK, earning more
than GBP 200,000 in sales. (Business Insider)

5) In the typical Indian wedding that is hosted in the UK, the bride may spend up to GBP 18,000 on the dresses
alone. (Business Insider)

6) Families might spend up to GBP 200,000 on elaborate bracelets, earrings, necklaces, and other jewelry items
for the whole family as part of the Indian wedding. (Business Insider)

93
7) Some estimates for the wedding industry in India suggest that the value of the sector could be over Rs 100,000
crore, with growth rates topping 30%. The estimated cost of a no-expenses-spared wedding could be as high as
Rs 5 crore. (Indian Retailer)

8) India has one of the lowest average ages at marriage in the world today. For men, their average age at marriage
is 24.9, while for women, it is 20.7. In comparison, the average age of marriage in the UK is 28.7 for men and
27 for women. (Times of India)

9) Underage brides in India have experienced a sharp decline in 2016 after a decade of hard work. The number of
marriages that involve a girl under the age of 18 has fallen from 44% to 30% — though the number is still much
higher than most other nations. (Times of India)

10) In the top 15 cities in India, up to $300,000 may be spent on a wedding celebration that may last for up to 5
days. (Fashion United)

11) There are over 900,000 weddings per month that take place in India, with over 10 million marriages celebrated
throughout a full year. That means there are 30,000 weddings per day for the Indian wedding industry to
service. (Fashion United)

12) The average clothing budget for a wedding in India is $375,500. Wearing an exclusive sari for the event can
cost as much as $110,000. Up to 80% of a designer’s business in India comes from bridal couture. (Fashion
United)

13) In the United States, the average cost of an Indian wedding is $65,000. High-end weddings which are
celebrated in the traditional style may cost upwards of $200,000. (Fashion United)

14) The price range for men’s clothing that is considered suitable for an Indian wedding is much lower in every
market. Even in India, clothing options for men by top fashion designers can be as low as Rs 3,500 — or about
$45. Even high-end items are just Rs 15,000, or $200. (Fashion United)

15) In India, the average person will spend 20% of their total wealth at the time of the wedding on functions,
needs, or wedding-related items. (The National)

16) Traditional matchmakers who meet with brides and grooms in India may charge a fee of Rs 50,000, then
charge up to Rs 500,000 to plan the wedding once a successful match has been made. (The National)

17) The wedding planning market in India is expected to hit Rs 1.6 trillion by the year 2020. Many wedding
planners have begun to charge up to 15% of the wedding budget as their consultation fee. (The National)

INDIAN WEDDING INDUSTRY TRENDS AND ANALYSIS

Because India has one of the largest population centers in the world today, it will continue to boast one of the largest
wedding industries in the world as well. Over the next 10 years, as incomes rise in the country, the wedding industry
may begin to close the gap between it and the United States.

Even though far fewer weddings are performed in the U.S., the overall cost of the wedding itself is much higher. No
amount of opulent spending in India can match the spending in the U.S. which is considered standard. In the United
States, the average wedding costs $30,000 on its own without anything fancy or elegant. For a wedding in New
York City, the average cost is over $76,000 — for something basic.

The primary trend in Indian weddings is to modernize without disregarding the time-honored traditions. Modern
dresses infused with traditional details are becoming popular. Spending has shifted from jewelry which may never
be worn again to trips that everyone can enjoy for a destination wedding.

Expect the trends seen around the world begin to impact India shortly. As for industry growth, it will keep pressing
forward. People will still get married, and they’II turn to this industry for help.

Source: https://brandongaille.com/17-indian-wedding-industry-statistics-and-trends/

 

94
BUSINESS OVERVIEW

The following information is qualified in its entirety by, and should be read together with, the detailed financial and
other information included in this Prospectus, including the information contained in the section titled 'Risk
Factors’, beginning on page no.21 of this Prospectus.

This section should be read in conjunction with, and is qualified in its entirety by, the detailed information about our
Company and its financial statements, including the notes thereto, in the section titled ‘Risk Factors’, ‘Financial
Statement’ beginning on page no.21 and 149 respectively, of this Prospectus.

Unless otherwise stated or the context otherwise requires, in relation to business operations, in this section of this
Prospectus, all references to "we", "us", "our" and "our Company" are to Party Cruisers Limited. Unless otherwise
stated or the context otherwise requires, the financial information used in this section is derived from our Restated
Financial Statements.

Our Company was originally incorporated as Party Cruisers Private Limited on December 02,1994 under the
Companies Act, 1956 vide certificate of incorporation issued by the Registrar of Companies, Maharashtra.
Subsequently, the name of the company was changed from “Party Cruisers Private Limited” to “Party Cruisers
Limited” under the Companies Act, 2013 pursuant to a special resolution passed by our shareholders at the EGM
held on September 03, 2013 and had obtained fresh certificate of incorporation dated November 13, 2013 issued by
the Registrar of Companies, Maharashtra. The CIN of the Company is U63040MH1994PLC083438.

Party Cruisers Limited came (PCL) into existence in 1994. Since incorporation, our Company specializes in
Wedding Management and Events Management Business wherein we offer all of our clients a complete variety of
wedding and event facilities. Our Wedding Management Services range from pre-wedding, during wedding and post
wedding events like in-house designing, designation wedding event décor etc. Our Event Services range from
planning & marketing to production and décor etc.

As a Wedding and Events Management, we work on the initial conception (pre-event publicity, venue research &
booking, transport), to turnkey production (set-up, on-site management, staffing, stage designing, entertainment), to
post-event support (final material distribution, delegate attendance assessment, post-event report) — we take care of
everything.

Our Company acknowledges the fact that through our employee’s appearance, professionalism, performance,
approach, presentation and commitment levels, our company can be successful in creating an ‘AWE’ experience and
an ‘AESTHETIC’ ambiance for all clients thereby surpassing their vision of the events. In order to achieve the
same, all our clients are serviced through our end-to-end solutions and personalized services which is backed by our
strong in-house production set up and long-established vendor relations in the industry.

Our team of 30employee’s currently operates out of its Mumbai Office Only. However, since Our Company aims to
be the ‘First and Only Choice’ for our existing and prospective clients who are looking for a unique and one-of-a-
kind event to be organized for themselves, we have adopted the franchisee model to expand our business Pan India.
For details on our franchisee model, please refer to our “Our Services” below.

Our company is promoted by Mr. Zuzer H. Lucknowala and Mrs. Rachana Z. Lucknowala. Our individual
promoters manage and control the major affairs of our business operations. Through their combined 50 plus years of
experience, industry knowledge and understanding, our company has a competitive advantage over the our
competitors which enables us to expand our geographical and customer presence in existing as well as target
markets, while exploring new growth avenues.

Party Cruiser through its 26 years of growing has earned a reputation among its clients by winning several accolades
and client appreciation that testify our commitment levels and effective deliveries of good work.

In the past three (3) financial years, our revenues as per the restated financial statements for F.-Y 2019-20is Rs.
1,588.58 Lakhs whereas in F. Y. 2018-19it was1888.17Lakhs higher than in F. Y. 207-18 which was 1535.67.
Further, Our Net Profit after tax as per the restated financial statements is Rs. 100.09 Lakhs in F. Y. 2019-20, for
F.Y 2018-19 it was Rs.193.47Lakhs increased from F. Y. 2017-18 which wars. 147.80 Lakhs.

95
PARTY CRUISER SERVICES

As per our management, 75 % of wedding management services contribute towards our company’s revenue and the
balance is contributed by event management services.

Party Cruisers services is broadly classified as

 

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OUR WEDDING MANAGEMENT SERVICES

Since its inception in 1994, Party Cruisers Limited has been focused on planning luxury wedding celebrations in
India and worldwide. It's true that a wedding day stands out as one of the most important occasions a couple can
experience in their lifetime, and we cherish the great honour and responsibility that comes along with this.

Our Company has a fully talented, capable, self-sufficient, dedicated team for creating dream weddings. We offer
customized holistic solutions to the prospective couples and their families. Our weddings reflect our client’s unique
lifestyle and personalities creating unforgettable moments and lifelong memories. We assist our clients with all the
planning, facilitating, negotiating, and handling of various aspects of wedding planning ensuring best services.

Through 26 years of significant experience and a highly evolved wedding management company, PCL sole

objective is to:-

- Offer its esteemed clients with a total hassle-free wedding management experience.

- Provide our clients, their immediate family members and their guests with an absolutely personalized and
professional treatment.

96
- Provide a range of services from creating and managing parameters that ensure very warm hospitality to weaving
concepts and themes that make the dreams and family aspirations a reality.

We offer our professional wedding services through our 2 registered brands-“Vivaah” and “Vows-Away and
Beyond” and through our Franchisee.

VIVAAH

Weddings are what we know, weddings are what we love and weddings are what we do! Our services through
“Vivaah” started as a wedding decor venture. Over the years, our services offered through this brand has
metamorphosed into a full-service wedding boutique, offering a range of per-wedding, during-wedding and post-
wedding services. “Vivaah” along with its team members have been and are trendsetters and innovators best known
for their unexpected décor accents, creative ideas and exquisite attention to every last detail.

Our Company through its “Vivaah” offers Traditional Wedding Services to our clients in their local cities only.
Traditional Wedding is mostly preferred by residing Indians plan their Customary Indian Wedding.

The services offered under this Brand are:

- Conduct Customary Wedding in India.

- Offer convenience, cost-effectiveness, the sheer variety of decor, ambiance options according to prospective
couple and their family members’ desired place, location, budget, choices and their passion.

- Offer all pre-wedding services with respect to celebrations, events, trousseau, jewelry, place, location, gifts, etc.

As the leading experts in the wedding boutique, we have orchestrated memorable, talk-of-the-town events in
Neemrana Fort in Alwar, Taj Falaknuma Palace in Hyderabad, The Baradari Palace in Patiala, the Mahalaxmi
Racecourse in Mumbai, and myriad events in cities such as Surat, Munnar, Nagpur, Shimla, Cochin, Jodhpur, and
the twin hill stations of Lonavala and Mahabaleshwar and Alibaug in Maharashtra.

Some of the esteemed clients to whom Vivaah has rendered its services:
Bhaveshkumar D Parikh’s weddingat Taj Land Ends in Mumbai
Kamal V Shah at St.Regis,Mumbai_

Salman Shama at St.Regis,; Mumbai

Shrutika Rana at their residence Shahid Kapoor’s wedding
Aishwarya Rai’s brother wedding

Chanda Kochar (MD and CEO of ICICI Bank) daughter’s wedding
Tushar Jani (Chairman of Bluedart) son’s wedding

Motilal Oswal’s daughter’s wedding in Grand Hyatt Mumbai.

VOWS-AWAY AND BEYOND

Our Company through its “Vows-Away and Beyond” offers Destination Wedding Services to our clients.
Destination Wedding are mostly preferred by NRI's and residing Indians plan their grand Indian wedding.

The services offered under this Brand are:

- Conduct Destination Wedding in India.

- Conduct International Destination Wedding

- Offer convenience, cost-effectiveness, the sheer variety of decor, ambiance options according to prospective
couple and their family members’ desired place, location, budget, choices and their passion.

- Offer all pre-wedding services with respect to celebrations, events, trousseau, jewelry, place, location, gifts, etc.

As the leading experts in the wedding and decor space, we have orchestrated memorable, talk-of-the-town events in
Neemrana Fort in Alwar, Taj Falaknuma Palace in Hyderabad, The Baradari Palace in Patiala, the Mahalaxmi
Racecourse in Mumbai, and myriad events in cities such as Surat, Munnar, Nagpur, Shimla, Cochin, Jodhpur, and
the twin hill stations of Lonavala and Mahabaleshwar and Alibaug in Maharashtra.

Some of the esteemed clients to whom Vows-Away and Beyond has rendered its services:
- Arti Manocha at St.Regis Goa.

- Shikha Sharma at Taj Lands,Jaipur

- Yash Jain at Grand Hyatt,Goa

97
- Arpita Khan’s wedding at Falaknuma Palace in Hyderabad & Reception — Taj Land Ends in Mumbai
- Rohit Gupta (CEO of Sonymax) daughter’s wedding in Mauritius
- Anita Dongre’s Son — Yash Dongre’s wedding in Mussoorie

OUR EVENTMANAGEMENT SERVICES

Party Cruiser began its Event Management services since incorporation and has been offering event management
services related to Corporates Events, Corporate Meetings and Parties, Corporate Seminars and Conference
Management, Luxury Brands and Product Launches, Lifestyle and Fashion Events, Exhibitions & Fairs,
Entertainment Show Management, Pan-India Ground Activations and Artist Management among others in India.
Our Event Management services are offered from Auto sector, IT sector, Retail sector to Financial Services sector,
Tourism and F&B sectors.

Although our forté lies in designing weddings and corporate events, we also execute special events such as Annual
Day, Award Functions, R&R (Resource and Referral), Gala Business Dinner and Festival Celebrations in the Indian
market. We create and manage high-end, VIP Media Drives and award-winning intellectual properties and stall
designs for banks, business owners, stage shows and live concerts.

Our expert team of dedicated professionals’ adds panache to every event with a mix of high design, impeccable
organization and oh-so-fabulous style.

We pride ourselves on our ability to listen, understand and interpret the initial essence of the event, translating
thoughts and words into design and production. This ultimately gives our client an edge over other companies in
presenting themselves and achieving their goals. As the leading industry experts, we are committed to help you
celebrate all of life’s milestones without the hassle of having to plan all by yourself.

Summation of our Event Management Services is as follows:

- Offer its esteemed clients with a total hassle-free wedding management experience.

- Provide our clients, their immediate family members and their guests with an absolutely personalized and
professional treatment.

- Provide a range of services from creating and managing parameters that ensure very warm hospitality to weaving
concepts and themes that make the dreams and family aspirations a reality.

We offer the above services through our own brands known as “Event Factory” and through our Franchisee.

Some of the Conference & Seminars Managed By us are:

Oc Specialities Private Limited with their product exhibition.

Platinum incentives & Events Private Limited for their business conference
Star habitat Private Limited with their product exhibition

Orange Fish Entertainment Private Limited with their product exhibition
Pfizer — Product launch for MagnaMycin

The Mid Day Good food Guide launch event for the 2000 edition

Launch of the MTVIndia.com website

Launch of the National Geographic TV channel in India

Some of our recent projects include India’s most talked-about star, Salman Khan's Sister, Arpita Khan's wedding
decor and Bollywood actor Shahid Kapoor's wedding and event decor. We are the chosen event partners for some of
the biggest names in the film industry and political arena in the country

LIVE SPACE

Besides the above dedicated services, our company also has a brand known as “Live Space” wherein we offer our
prospective clients a feeling of ‘Aliveness’during the process of conducting a particular event. In order to achieve
the same, we create an emotional connecting atmosphere, whether with clients or other prospects. We also careful
consider of the event concept, design flow, venue, décorand guest journey.Events like Marriages, Social Functions,
Awards Ceremonies, Live Entertainment Shows, Road Shows, Brand Launch, Food Festivals etc. come under the
category of live events.

98
 

Sr.

Agreement

Name of the Franchisee and

 

 

 

No. Date ‘Address Period Purpose
wedding management services in the
name and style of “Vow’s-away
and beyond”
M/s. Donikena Entertainments 1) Wedding and Related ceremonies in
(OPC) Private Limited . the name and style of “Vivaah”.
H No: 10-22/410, Transcons eae 2) Corporate events in the name and
3) 25-01-2019 Pragathi Avenue, Tajmahl Sai an style of “Event Factory”.
Nagar Colony, Peerzadhiguda 25.01. | 2) The Franchisor also conducts
Village,  Medipalli,  Medchal- | “5919 wedding management services in the
Malkajgiri District - 500 039, name and style of “Vow’s-away
Telangana, India and beyond”
1) Wedding and Related ceremonies
in the name and style of “Vivaah”.
M/s. Shetye Group ayes 2) Corporate events in the name and
4) 12.04.2019 368/82, 4"" Floor , Patel Estate fe style of “Event Factory”.
a PorvorimBardez North Goa ~—J| 4594. | 3) The Franchisor also conducts
403521 2019 wedding management services in

 

 

 

 

 

the name and style of “Wow’s-away
and beyond”

 

Glimpse of our Services

100

 

 
Our services under the “Live Space” brand involves preparation and planning well before the event and also
continuously during the event. Our specially live designed events are a reflection of the personalities of our clients
which we acquire with the help of a thorough research on the client’s culture and the values.

We have a dedicated team to handle each arena of the live event. We are well —equipped to handle any problems or
emergencies with utmost precision and professionalism. We efficiently organize and execute all kinds of live social,
promotional and business events and take charge of the whole assignment from the pre-planning stage to the day of
the event until completion. We are committed to deliver unique experiences by delivering unforgettable events
which are embossed in the memory of the host as well as the attending guests.

Some of the events managed by us under live Space:-

- Seventy Seven Entertainment Private Limited in their business conference.
- Nachiket Exim India Private Limited for their brand exhibition.

- Coolberg Beverages Private Limited for their brand exhibition.

Our company during Covid pandemic led several small sized weddings that took place on the auspicious dates and
days. Also, during the festival of Ganesh Chaturthi, we managed small events and decore and flowers sales.

PARTY CRUISER FRANCHISEE’S

Our Promoters along with the Management decided to expand our business through the Franchisee model in the year
2014. This strategy was adopted mainly to create an impact in the wedding and event management industry,
understand our real market brand value, to produce valuable insights in order to maximize our business across India,
to be a niche company offering one-stop solutions for our clients and offering unique wedding and event experience
to our clients.

Our Company has always looked for passion as the main driving force to grow our business through Franchise
model. We have a created a stable HR platform, where in our Franchisors will get all the support, training, research
and innovation that we do as a Wedding and Event Management company.

Our Company believes in a Profitable Partnership Model giving many opportunities to our people who would like to
partner with us. In order to retain and respect the identity of each individual who choose to partner with us, we
encourage and explore ideas together and pay keen attention to every detail where strict adherence to the quality of
the services we give to our clients excels every time. Whenever any person choosing partner with us, would not only
get to use our brand name’s but also gain experience and expand themselves as Brands come with 16 plus years of
mega experience in giving Signature Weddings to the clients.

We dedicate a lot of time in training and focus towards our goals and vision to get our company to the top ranking
names of Best Wedding Organizers. We work in unity with all the Franchisee’s and are open to all opportunities and
talents with productive inputs to the growth of our company. Till date our Company has entered 4 Franchisee
Agreements. A brief detail about the same is mentioned below:

 

 

 

 

Re om Name of oe rowpies and Period Purpose
1) Wedding and Related ceremonies in
the name and style of “Vivaah”.
Hiya Creations 5 years | 2) rote evens in the name and
s J wef. style of “Event Factory”.
1) 31.10.2019 aa aca rem oa from 3) The Franchisor also conducts
Mahatmanidir Jodhpur 343001 31.10.2 wedding management services in
° 019 the name and style of “Wow’s-away
and beyond and _Livespace-
artworks”
. 5 years, | 1) Wedding and Related ceremonies in
asian ise fay Lane, Upper wel the name and style of “Vivaah”.
2) 25-01-2019 Baar ‘Ranchi’. - 834 001 from | 2) Corporate events in the name and
Tharkhane d, India ’ | 25-01- style of “Event Factory”.
° 2019 | 3) The Franchisor also conducts

 

 

 

 

 

 

99
 

OUR COMPETITIVE STRENGTHS

Established brand name

We are well known through our brand named “Vivaah “and “Vows-Away & Beyond “in the Wedding Management/
Planner Industry. These brands and our Company’s experience has helped by our company earn the trust and
goodwill of our customer which further has an influence on the prospective client’s decision. Our well established
and recognizable brand and the reputation built by us since the last 26 years has and will enable us to increase our
clientele list in the future.

Established Franchisee Model

As on the date of filing this Prospectus, our Company has partnered with 4 Franchisee’s within India. Our
partnership with all our 4 Franchisee’s has turned out to be profitable for both, i.e. for Party Cruiser and the
respective Franchisee’s. Further, any person choosing partner with us, not only gets to use our brand name’s but also
gain experience and expand themselves as our Brands come with 16 plus years of mega experience in giving
Signature Weddings to the clients. Our Profitable Partnership Model has us in becoming a Pan-India Wedding and
Event Management Company which otherwise would have taken our Company a long year of progression. This
partnership has also helped us to retain our relation with the existing partners as our Company and partners have a
passion for exceeding our client’s expectation. For details on our Franchisee Model, please refer to heading titled
“Party Cruiser Franchisee” under the Chapter titled “Our Business Overview” beginning on page no.95 of this
Prospectus.

Well established relationship with our supplier

Being in Wedding and Event Management Industry since last 26 years, we have established a strong and long terms
business relationships with our key suppliers from whom we regularly purchase materials such as fabric, acrylic, ply
patti, flowers, par stock decorative items , t-lights , votive candles , electric candles etc. This long standing
relationship has ensured us timely delivery of our materials, supply of quality and superior finished materials and
specialized services. This has been beneficial for us as we are able to successfully execute the delivery on time and
develop further strong relationships withour customers.

101
Strong in-house designing capabilities

Revolutionary ideas, an experienced yet talented team defines our in house design team. We leave no stone unturned
when it comes’ wedding decor. Our team believes that dreaming big and designing bold is the way to go. We pass
those benefits onto you our client. No job is too big or too customized for our talented team. Our class designers are
able to plan using textiles for an array of events from corporate brand awareness campaigns, galas, and product
launches to social celebrations including weddings, mitzvahs, retirements and birthdays. Our innovative design team
makes sure that the event is one of a kind and that our clients go home with happy memeories

Events, both intimate in scale and grand in scope, have specific needs to deliver a seamless production. We offer
complete design to see your event from concept through to execution. Experienced and highly professional designer
staff allows its clients to be a guest while we ensure that their event runs flawlessly.

Our designers make sure that the event achieves and maintains the highest standards in wedding design. We tailor
the event to the exact needs of our clients with our well motivated and creative design team catering to all needs
ensuring the outcome of the event is perfect.

Wide Range of our Services

Our service portfolio is broadly divided into two. Our key revenue generating service is Wedding Management
Services and our other is Event Management Services. Within these two services, our Company manages all the
services ranging from Pre-Event, During-Event and Post Event. This may include wedding planning, wedding décor,
stage show organizer, political consultation, political activation, renting of property for events like corporate
seminars and weddings etc. Stall preparation for exhibition, destination weddings, resulting in to diversified area
coverage due to which our Company is not restricted to any single category of clients. Further, all the services we
offer has a peak season once in a year this helps the Company to reap the benefit of season sale. Our one-stop
solutions, creative minds and quality services offered to our clients has help us built long relation with our clients
who choose to hire our repeatedly and recommend us to their family and friends.

Diversified business operations and revenue base

Our business is diversified in terms of geographies. In terms of geographical diversity, we have managed events
within India and in International Countries. Further, our Franchisee model also helps us in reaching remote locations
which we would have otherwise avoided. Our diversified revenue base enables us to mitigate the risk of income
concentration by spreading revenue across multiple sources and opens opportunities to new prospects of growth. For
further details regarding revenue earned, please refer ‘Annexure 22: Statement of Revenue from
Operation’ appearing on page169 of this Prospectus under Chapter titled “Restated Financial Information”
beginning on Page no.149 of this Prospectus.

Experience of our Promoters

We believe that our experienced promoters have significantly contributed to the growth of our business operations.
Our Promoters- Mr. Zuzer H. Lucknowala and Mrs. Rachana Z. Lucknowala together have been in this line of
business for more than 50 plus years. Through their combined experience, industry knowledge and understanding,
our company has a competitive advantage over the our competitors which has enabled us to expand our geographical
and customer presence in existing as well as target markets, while exploring new growth avenues. We believe that
our promoters experience in this industry enables us to respond to changing market conditions and evolving
preferences of our customers and is essential to our overall success and our future growth. For details relating to
experience of our each promoter, please refer to Chapter titled “Our Promoters and Promoter Group” and “Our
Management” beginning on page no. 137 and 121 respectively of this Prospectus.

Experienced management team & efficient work force

Our Company is managed by a team of experienced personnel having experience in different aspects of Wedding
and Event Mangement. We believe that our creative, passion drive, qualified and experienced management and team
has substantially contributed to the growth of our business operations. The faith of the management in the staff and
their dedicated performance has enabled us to build up business capabilities. We believe that the experience of our
senior management team has resulted in marketing, selling, advertising and enhancing our brands. They significantly
contribute towards our increased profits which give us a competitive edge over the other competitors.

102
Strong, cordial& long term relationship with our clients

Being in service industry of Wedding and Event Management, it is imperative that we act as “One-Stop Solution
Provider” for our existing and prospective clients. For repetitive business from the same clients and to establish
strong, cordial and long term relations with all our clients, we at all the time aim to offer our clients creative and
qualitative services. Since our services has always spoken for itself, we have gained the benefit of developing long
standing partnerships with our customers who in turn assist us in establishing our reach within the Wedding and
Event Management industry. We believe our track record of timely delivery of quality output while conducting the
event has helped us to build strong relationships over a number of years with our customers. We have a history of
high retention of our key customers and derive a significant proportion of our income from repeat business.

 

OUR BUSINESS STRATEGY
Focusing on increasing reach within India

Our Company aims to increase its reach within India directly and through its Franchisee Model. Currently, our
Company has entered into agreements with 4 Franchisee located in India and is in talks with 5 more persons/people
for entering into franchisee agreement with them. We will do smaller venue tie-ups and farm house in and around
Mumbai and look to do intimate personalized boutique weddings. We will also target one tier and two tier cities as
opportunity are better than big cities.

Innovation in Wedding Services

Our Company continues to add new design, ideas, themes and concept to our existing service portfolio to cater to
various customer and price segments in the wedding markets. The company intends to strengthen its services by
leveraging the skills of its employees and focusing on changing trends in the wedding industry which will help to
increase the network and retain customers.

Enhancing Operating Effectiveness & efficiency

Our Company aims to continue to improve our operational effectiveness and efficiencies to achieve cost reductions
including overheads. We believe that this can be done through continuous business process review and timely
corrective measures in case of diversion and technology upgradation. We are always in search of new and innovative
concepts as per the needs of our clients but while in the process we make sure of the fact that we perform the given
task at the lowest possible cost through effective supervision and planning at back office.

Focus on International Wedding Management

Our Company till date has successfully managed 6 International Wedding. Some of the clients and locations where
we managed the events are Mauritus, Thailand, Cambodia, Cyprus, Dubai and Africa. This success of these wedding
has boosted our confidence in expanding our network in the International markets. The unique décor, creative set up,
smooth conduct of the wedding procedures, positive feedback from the couple, its family members and guests has
encourage us to managed at least 3 International Weddings in a year. Based on this success, our company in the next
2-3 years may also adopt the Franchisee Model for the International Weddings also.

Marketing

Our teams maintain an ongoing relationship with our customers. We also regularly solicit prospective customers by
providing them with the structured set-ups and updated wedding trends. Our marketing initiatives shall include
increase in usage of the ditigal platform for ensuring geographical and demographical reach. We shall also use
social media for increasing the brand awareness among the wedding and event management industry. These
initiatives will assist us in updating about the recent and changing trends in the wedding and event management
industry will open up new business opportunities and tie-ups. Some of the other marketing techniques are talking to
suppliers and vendors, understanding customer demographics and market segments, analysing buying decisions etc.

103
We also networking strategy with people in our industry and maintain ourselves on the panels of various 4-5 star
hotels.

Continue to maintain strong relation with existing suppliers

We believe maintaining good strong relationship with suppliers is a most critical factor in wedding management
business to keep growing. Through regular purchase and interactions with the suppliers, we are able to focus on
timely delivery on material, superior and quality material which will help in creating and managing unique wedding
and event set-up. This strongly forged relationship with our suppliers has helped us in sourcing material at lower
prices or better discounts thereby reducing our cost and increasing our profit margins.

Leveraging our Marketing skills and Relationship

Leveraging our marketing skills and relationship is a continuous process in our organization. We believe in
imparting training to our employees for enhancing their marketing skills. Further we aim to undertake some
marketing initiatives as well to increase our brand visibility.

To build-up a professional organization

We believe in transparency, commitment and coordination in our work, with our suppliers, customers, government
authorities, banks, financial institutions etc. We have a blend of experienced and sufficient staff for taking care of
our day to day operations. We also consult with external agencies on a case to case basis on technical and financial
aspects of our business. We wish to make it more sound and strong in times to come.

FINANCIAL ACHIEVEMENTS OF THE COMPANY

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

fe As on March 31,
Particulars As on Sept. 30, 2020 2020 2019 2018
Share Capital 408.00 408 405.00 5.00
Reserves & Surplus 541.06 518.12 401.53 608.08
Net Worth 949.06 926.12 806.53 613.08
Total Revenue from Operations 159.20 1,509.22 1,837.82 1,476.12
PAT 22.94 100.09 193.47 147.80
SERVICE-WISE REVENUE BIFURCATION:
(Rs. In Lakhs)
| oe ee wera Trough Live Selon
Particulars Trough Vivaah | Trough Vows Franchisee
Brand Brand (Trough Event Space Brand Model
Factory Brand)
As on Sept. 30, 2020 109.03 : : - 50.16
% of Total Revenue 68.49 - - - 31.51
2019-20 1008.73 334.49 159.71 4.64 1.65
% of Total Revenue 66.84, 22.16 10.58 0.31 0.11
2018-19 1218.28 419.07 192.89 5.60 1.99
% of Total Revenue 66.29 22.80 10.50 0.30 0.11
2017-18 974.62 341.12 154.31 4.48 1.59
% of Total Revenue 66.03 23.11 10.45 0.30 0.11
NUMBER OF EVENTS IN LAST THREE YEARS:
. Event
Particulars See een Management Trough Live ne
Trough Vivaah | Trough Vows (Trough Event Space Brand Model
Brand Brand Factory Brand)
As on Sept. 30, 2020 30. 5
FY 2019-20 124 41 20 21 1

 

 

 

 

 

 

104

 
IMPORTS-EXPORTS AND IMPORT-EXPORT OBLIGATIONS

There is no Import-Export Obligation as on date of this Prospectus. However, our Company has obtained IEC
number

Since our Company in the near future intends to expand its services in the international markets, our Company has
already obtained an IEC number. For details, please refer the chapter titled “Government and Other Statutory
Approvals” beginning on page 193 of this Prospectus.

UTILITIES AND INFRASTRUCTURE

Our registered office at Mumbai is well equipped with computer systems, internet connectivity, other
communication equipment, security and other facilities, which are required for our business operations to function
smoothly.

HUMAN RESOURCE
We believe that our employees are key contributors to our business success. We focus on attracting and retaining the
best possible talent. Our Company looks for specific skill-sets, interests and background that would be an asset for

our business.

As of Sept 30, 2020, we had a total of 30 employees on the payroll of our Company. The table below shows the
functional breakdown of our employees:

 

 

 

 

 

 

 

Function / Department Number of Employees Designation
1 Managing Director
3 CEO, CFO Company Secretary
Senior Management & KMP &Compliance Officer
7 Sr.Accountant, BDM GM, Sales Managers,
Production managers, 3D Graphic Designer
Middle Management Inclusive Accounts Asst., Office asst., Housekeepers,
Of Production Team, Creative "
18 BDM team, Prduction Team, Event
Team, Purchase Team, Sales &
5 Assistants
Marketing Team etc.
Admin and HR 1 HR and Admin Staff
Total 30

 

 

 

 

 

In addition to our own employees, our operations also involve additional workers who are hired on a contract labour
basis.

We have encountered no significant work disruptions to date and we believe that we have maintained good relations
with our employees.

 

 

 

OUR PROPERTIES
Tense Name of the License/ Area
Date Licensor/ Leased/ Location of the Property (Sq. Period Purpose
Lessor/ Vendor | Owned Ft.)
303/304/305, Simran Plaza, 2 Used as
Mrs. Rachana 4th Road, Next to Regal Years: :
5-09- wef | Registered and
Zuzer Leased | Enclave Hotel, Khar (West), 800 oe ‘
2020 i 01-04- | Administrative
Lucknowala Mumbai — 400 052, 2020 office
Maharashtra, India
CTS No. 2084, Survey No. 5 years
30-10- | Mr. Pralhad B. ‘Ceased 2081, Patil Wadi, Matru 25,000 w.e.f Used as
2017 Patil Chhaya Compound,Adjacent . 08-09- | Godown
to Chikuwadi, — Malwani 2018

 

 

 

 

 

 

 

 

 

106
 

 

 

 

 

 

 

 

 

 

 

. Event
Particulars Ne eee me Management Trough Live ae A
Trough Vivaah | Trough Vows (Trough Event Space Brand Model
Brand Brand Factory Brand)
FY 2018-19 150 BZ, 24 25 1
FY 2017-18 120 42 19 20 1
MARKETING

Our primary factors considered in marketing is creating our customer’s confidence by providing them quality
services as per their needs and requirement, offering reasonable pricing for our set-up, products, timely and reliable
delivery of our services. We believe that our success lies in the strength of our relationship with our existing
customers and prospective customers. We support our marketing efforts by maintaining regular contacts and
meetings. Our Promoters and Franchisee’s and their respective team through their relevant experience and good
rapport with these customers plays an instrumental role in creating and expanding our network. To retain our
customers, our team regularly interacts with them and focuses on gaining an insight into the additional events that
our customers are planning.

We intend to expand our customer base by increasing our presence in the existing markets and reaching out
geographically and demographically either through our own marketing team or through our Franchisee’s. Our
marketing team is ready to take up challenge so as to scale new heights. Our Company intends to focus on following
marketing strategies:

» Introducing newer and wide range of services.
> Creating unique set-ups.

» Customer satisfaction.

» Develop new market and customers.
COMPETITION

We operate in a competitive atmosphere as Wedding and Event Management industry is highly competitive
industry. Some of our competitors may have greater resources than those available to us. While service-product
quality, design, availability, distribution network and pricing etc are key factors in client decisions among
competitors. We continuously take measure to reduce our overheads, procurement, production and distribution costs
and improve our operational efficiencies. We face competition from both the organized and unorganized sector in
this business. However, we believe our true competition is in the unorganized sector. We believe the quality of the
service, economical pricing and the unique decor are the important factor to face the competition. Our company sees
an opportunity in the increased competition by way of managing and creating more and more unique wedding and
events.

COLLABORATIONS/ TIE UPS

As on the date of filing the Prospectus, except for the 4 Franchisee’s Agreements, we have not entered into any
technical or financial or any other collaboration agreement with any other third party. For details on our Franchisee
Agreements, please refer to heading titled “Party Cruiser Franchisee” on page no. 93 under the chapter titled “Our
Business Overview” beginning on page no. 95 of this Prospectus.

CAPACITY UTILIZATION

Our Company being in the service industry installed capacity and capacity utilization is not applicable to us.
PLANT & MACHINERY

As on the date of filing this Prospectus, Our company being in the service industry, does not own any specific plant
and machinery except as required to run the day to day business. For details of the assets please refer to “Annexure

12: Fixed Assets as Restated” on page no 165 under chapter titled “Financial Information” beginning on page no.
149 of this Prospectus.

105

 
 

 

 

 

 

 

 

 

 

 

ry Name of the License/ Area
nee Licensor/ Leased/ Location of the Property (Sq. Period Purpose
Lessor/ Vendor | Owned Ft.)
Church, Malad (West),
Mumbai — 400 095,
Maharashtra, India
Mr. Zuzer Flat 802/803,Breezy 2 Toriieeascouesty
Lucknowala and heights,Rizvi Complex,Sheryl ihm! 8
5-09- s ses w.ef | house for
Mrs. Rachana | Leased | Rajan Road,Rizvi 1500 awe
2020 01-04- | visitors and
Zuzer Management College,Bandra 2020, | emplovess
Lucknowala West. piOyees.

 

INTELLECTUAL PROPERTY

As on the date of the Prospectus, our Company 3 trademarksregistered with Trade Mark Register of Mumbai. For
details of registered trademarks, please refer the chapter titled “Government and Other Statutory Approvals”
beginning onpage 193 of this Prospectus.

FINANCIAL INDEBTEDNESS OF THE COMPANY

As on the date of this Prospectus, our Company has availed secured and unsecured loans. For further details, please
refer to the section “Statement of Financial Indebtness” beginning on page no. 186 of this Prospectus.

107

 
KEY INDUSTRY REGULATIONS AND POLICIES

The following description is a summary of the relevant sector-specific laws, regulations and policies as prescribed
by the Government of India, and other regulatory bodies that are applicable to our business. The information
detailed in this Chapter has been obtained from the various legislations, including rules and regulations
promulgated by the regulatory bodies and the bye laws of the respective local authorities that are available in the
public domain. The regulations and policies set out below may not be exhaustive and are only intended to provide
general information to the investors and are neither designed nor intended to be a substitute for professional advice.

The statements below are based on the current provisions of Indian law, and the judicial and administrative
interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory,
administrative or judicial decisions.

Under the provisions of various Central Government and State Government statutes and legislations, our Company
is required to obtain and maintain applicable licenses or registrations and to seek statutory permissions to conduct
our business and operations. For details of government approvals and other approvals obtained by us, see the
chapter titled “Government and Other Approvals” beginning on page no. 193 of this Prospectus.

Business and/or Key Industry and/or Trade related Laws and Regulations
The Micro, Small and Medium Enterprises Development Act, 2006 (“MSME Act”)

The MSME Act seeks to provide for the promotion and development along with facilitating and enhancing
competition among micro, small and medium enterprises. The MSME Act inter-alia empowers the Central
Government to classify by notification, any class of enterprises including a company, a partnership, firm or any
other undertaking engaged in the manufacture or production as specified in the first schedule to the Industries
(Development and Regulation) Act, 1951.

The MSME Act also stipulates that any person who intends to establish, a micro or small enterprise or a medium
enterprise engaged in rendering of services, may at his discretion and a medium enterprise engaged in the
manufacture or production of goods as specified hereinabove, file a memorandum of micro, small or medium
enterprise, as the case may be, with the prescribed authority.

The ministry of Micro, Small and Medium Enterptises vide notification dated 1“ June 2020 changed the criteria for
classification to the following which will be effective from July 01,2020:-

i, a micro enterprise, where the investment in Plant and Machinery or Equipment does not exceed one
crore rupees and turnover does not exceed five crore rupees;

ii. a small enterprise, where the investment in Plant and Machinery or Equipment does not exceed ten
crore rupees and turnover does not exceed fifty crore rupees; and

iii. a medium enterprise, where the investment in Plant and Machinery or Equipment does not exceed fifty

crore rupees and turnover does not exceed two hundred and fifty crore rupees.
The Maharashtra Shops and Establishments Act, 1948

The Company has its registered and corporate office situated in Nashik, Maharashtra. Accordingly, the provisions of
the Maharashtra Shops and Establishments Act, 1948 are applicable to the Company. The provisions of the
Maharashtra Shops and Establishments Act, 1948 regulate the conditions of work and employment in shops and
commercial establishments and generally prescribe obligations in respect of inter alia registration, opening and
closing hours, daily and weekly working hours, holidays, leave, health and safety measures, and wages for overtime
work.

The Consumer protection Act,2019

The Consumer Protection Act, 2019 came into effect from 20th July,2020 will empower consumers and help them in
protecting their rights through its various notified rules and provisions like Consumer Protection Councils,
Consumer Disputes Redressal Commissions, Mediation, Product Liability and punishment for manufacture or sale
of products containing adulterant / spurious goods.It will be empowered to conduct investigations into violations of
consumer rights and institute complaints / prosecution, order recall of unsafe goods and services, order

108
discontinuance of unfair trade practices and misleading advertisements, impose penalties on
manufacturers/endorsers/publishers of misleading advertisements. It introduces the concept of product liability and
brings within its scope, the product manufacturer, product service provider and product seller, for any claim for
compensation. The new Act provides for simplifying the consumer dispute adjudication process in the consumer
commissions, which include, among others, empowerment of the State and District Commissions to review their
own orders, enabling a consumer to file complaints electronically and file complaints in consumer Commissions that
have jurisdiction over the place of his residence, videoconferencing for hearing and deemed admissibility of
complaints if the question of admissibility is not decided within the specified period of 21 days.

Foreign Trade (Development and Regulation) Act, 1992 (“FTA”)

In India, the main legislation concerning foreign trade is the Foreign Trade (Development and Regulation) Act, 1992
(“FTA”). The FTA read along with relevant rules provides for the development and regulation of foreign trade by
facilitating imports into, and augmenting exports from, India and for matters connected therewith or incidental
thereto. As per the provisions of the Act, the Government:- (i) may make provisions for facilitating and controlling
foreign trade; (ii) may prohibit, restrict and regulate exports and imports, in all or specified cases as well as subject
them to exemptions; (iii) is authorized to formulate and announce an export and import policy and also amend the
same from time to time, by notification in the Official Gazette; (iv) is also authorized to appoint a ‘Director General
of Foreign Trade’ for the purpose of the Act, including formulation and implementation of the Export-Import
(“EXIM”) Policy. FTA read with the Indian Foreign Trade Policy provides that no export or import can be made by
a company without an Importer-Exporter Code number unless such company is specifically exempt. An application
for an Importer-Exporter Code number has to be made to the office of the Joint Director General of Foreign Trade,
Ministry of Commerce.

Foreign Exchange Management Act, 1999

Foreign investment in Indian companies is governed by the provisions of the Foreign Exchange Management Act,
1999 (“FEMA”) read with the applicable regulations. The Department of Industrial Policy and Promotion
(“DIPP”), Ministry of Commerce and Industry has issued the Consolidated FDI Policy (the “FDI Circular”) which
consolidates the policy framework on Foreign Direct Investment (“FDI”), with effect from September 7, 2016. The
FDI Circular consolidates and subsumes all the press notes, press releases, and clarifications on FDI issued by DIPP
till September 6, 2106. All the press notes, press releases, clarifications on FDI issued by DIPP till September 6,
2016 stand rescinded as on September 7, 2016. Foreign investment is permitted (except in the prohibited sectors) in
Indian companies either through the automatic route or the approval route, depending upon the sector in which
foreign investment is sought to be made. Under the approval route, prior approval of the Government of India
through FIPB is required. FDI for the items or activities that cannot be brought in under the automatic route may be
brought in through the approval route. Where FDI is allowed on an automatic basis without the approval of the
FIPB, the RBI would continue to be the primary agency for the purposes of monitoring and regulating foreign
investment. In cases where FIPB approval is obtained, no approval of the RBI is required except with respect to
fixing the issuance price, although a declaration in the prescribed form, detailing the foreign investment, must be
filed with the RBI once the foreign investment is made in the Indian company. The RBI, in exercise of its power
under the FEMA, has also notified the Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident outside India) Regulations, 2000 to prohibit, restrict or regulate, transfer by or issue security to a person
resident outside India. The Consolidated FDI Circular dated September 7, 2016 issued by the DIPP does not
prescribe any cap on the foreign investments in the sector in which the Company operates. Therefore, foreign
investment up to 100% is permitted in the Company under the automatic route. No approvals of the FIPB or the RBI
are required for such allotment of equity Shares under this Issue. The Company will be required to make certain
filings with the RBI after the completion of the Issue. RBI has also issued Master Circular on Foreign Investment in
India dated July 01, 2015. In terms of the Master Circular, an Indian company may issue fresh shares to persons
resident outside India (who are eligible to make investments in India, for which eligibility criteria are as prescribed).
Such fresh issue of shares shall be subject to inter-alia, the pricing guidelines prescribed under the Master Circular.
As mentioned above, the Indian company making such fresh issue of shares would be subject to the reporting
requirements, inter-alia with respect to consideration for issue of shares and also subject to making certain filings
including filing of Form FC-GPR.

FEMA Regulations

As laid down by the FEMA Regulations, no prior consents and approvals are required from the Reserve Bank of
India, for Foreign Direct Investment under the automatic route within the specified sectoral caps. In respect of all

109
industries not specified as FDI under the automatic route, and in respect of investment in excess of the specified
sectoral limits under the automatic route, approval may be required from the FIPB and/or the RBI. The RBI, in
exercise of its power under the FEMA, has notified the Foreign Exchange Management (Transfer or Issue of
Security by a Person Resident Outside India)Regulations, 2000 ("FEMA Regulations") to prohibit, restrict or
regulate, transfer by or issue security to a person resident outside India. Foreign investment in India is governed
primarily by the provisions of the FEMA which relates to regulation primarily by the RBI and the rules, regulations
and notifications there under, and the policy prescribed by the Department of Industrial Policy and Promotion,
Ministry of Commerce & Industry, Government of India.

The Conservation of Foreign Exchange and Prevention of Smuggling Activities Act, 1974 (COFEPOSA)

COFEPOSA came into force for the reason to provide preventive detention and to protect and augmentthe
guidelines of foreign exchange. The Act also aims to control smuggling activities and other issuesin relation to these
activities. COFEPOSA confers power on the Central and the State Governments tissue orders for detaining a person
if it is satisfied that the person has acted detrimental to the protection and intensification of foreign exchange. The
Government shall also issue order of detention on the ground that the person has engaged in the activity of
smuggling goods, assists any person in smuggling goods, transports or conceals such goods, harboring any person
employed in the smuggling activities or does any other activity related with smuggling. Such an order shall be issued
by the Joint Secretary to the Central Government or Secretary to the State Government or any senior officer
authorized by the Government.

ENVIRONMENTAL LAWS
Environment Protection Act, 1986

The Environmental Protection Act, 1986 is an "umbrella" legislation designed to provide a framework for
coordination of the activities of various central and state authorities established under various laws. The potential
scope of the Act is broad, with "environment" defined to include water, air and land and the interrelationships which
exist among water, air and land, and human beings and other living creatures, plants, micro-organisms and property.

Water (Prevention and Control of Pollution) Act, 1974, as amended

The Water (Prevention and Control of Pollution) Act, 1974prohibits the discharge of pollutants into water bodies
beyond a given standard, and lays down penalties for non-compliance. The Water Act also provides that the consent
of the State Pollution Control Board must be obtained prior to opening of any new outlets or discharges, which is
likely to discharge sewage or effluent.

The Water (Prevention and Control of Pollution) CASs Act, 1977

Provides for the levy and collection of a cuss on water consumed by persons carrying on certain industries and by
local authorities, with a view to augment the resources of the Central Board and the State Boards for the prevention
and control of water pollution constituted under the Water (Prevention and Control of Pollution) Act, 1974.

The Air (Prevention and Control of Pollution) Act, 1981

The Air (Prevention and Control of Pollution) Act, 1981requires that any individual or institution responsible for
emitting smoke or gases by way of use as fuel or chemical reactions must apply in a prescribed form and obtain
consent from the state pollution control board prior to commencing any activity. National Ambient Air Quality
Standards (NAAQS) for major pollutants were notified by the Central Pollution Control Board in April 1994.

The Noise Pollution (Regulation & Control) Rules 2000 (“Noise Regulation Rules”)

The Noise Regulation Rules regulate noise levels in industrial, commercial and residential zones. The Noise
Regulation Rules also establish zones of silence of not less than 100 meters near schools, courts, hospitals, etc. The
rules also assign regulatory authority for these standards to the local district courts. Penalty for non-compliance with
the Noise Regulation Rules shall be under the provisions of the Environment (Protection) Act, 1986.

Hazardous and Other Wastes (Management and Trans boundary Movement) Rules, 2016.
110
In suppression of the Hazardous Wastes (Management, Handling and Trans boundary Movement) Rules, 2008 the
Central Government has put in place Hazardous and Other Wastes (Management and Trans boundary Movement)
Rules, 2016with effect from April 4, 2016. These rules require that the occupier and the operator of the facility, that
treats hazardous wastes, must properly collect, treat, store or dispose the hazardous wastes without adverse effects
on the environment. The legislation has been enacted in order to include “other wastes” as well which maybe
produced indigenously during manufacturing and waste that are imported or exported from India. Under the new
rules, manufacturers are made responsible to ensure proper treatment of hazardous waste in a manner which shall
protect health and the environment against the adverse effects which may result from such waste.

STATUTORY LEGISLATIONS
The Companies Act, 1956

The Act deals with the laws relating to company and certain other associations. It was enacted by the parliament in
1956. The Companies Act, 1956 primarily regulated the formation, financing, functioning and winding up of the
companies. The Act prescribes regulatory mechanism regarding all relevant aspect including organizational,
financial and managerial aspects of companies. Regulation of financial and management aspects constitutes the main
focus of the Act. In the functioning of the corporate sector, although freedom of the companies is important,
protection of the investors and shareholders, on whose funds they flourish, is equally important. The Companies Act
plays the balancing role between these two competing factors, namely management autonomy and investor
protection.

The Companies Act, 2013 (To the extent notified)

The Companies Act, 2013, has been introduced to replace the existing Companies Act, 1956 in a phased manner.
The Ministry of Corporate Affairs has vide its notification dated September 12, 2013 has notified 98 (Ninety Eight)
Sections of the Companies Act, 2013 and the same are applicable from the date of the aforesaid notification. A
further 183 (One Eighty Three) Sections have been notified on March 26, 2014 and have become applicable from
April 1, 2014. The Companies (Amendment) Act, 2015 has inter-alia amended various Sections of the Companies
Act, 2013 to take effect from May 29, 2015. Further, vide the Companies (Amendment) Act, 2015, Section 11 of the
Companies Act, 2013 has been omitted and Section 76A has been inserted in the Companies Act, 2013.The Ministry
of Corporate Affairs, has also issued rules complementary to the Companies Act, 2013 establishing the procedure to
be followed by companies in order to comply with the substantive provisions of the Companies Act, 2013.

Competition Act, 2002

The Competition Act, 2002 (“Competition Act”) aims to prevent anti-competitive practices that cause or are likely
to cause an appreciable adverse effect on competition in the relevant market in India. The Competition Act regulates
anti-competitive agreements, abuse of dominant position and combinations. The Competition Commission of India
(“Competition Commission”) which became operational from May 20, 2009 has been established under the
Competition Act to deal with inquiries relating to anti-competitive agreements and abuse of dominant position and
regulate combinations. The Competition Act also provides that the Competition Commission has the jurisdiction to
inquire into and pass orders in relation to an anti-competitive agreement, abuse of dominant position or a
combination, which even though entered into, arising or taking place outside India or signed between one or more
non-Indian parties, but causes an appreciable adverse effect in the relevant market in India.

Indian Contract Act, 1872

The Indian Contract Act, 1872 (“Contract Act”) codifies the way in which a contract may be entered into, executed,
implementation of the provisions of a contract and effects of breach of a contract. A person is free to contract on any
terms he chooses. The Contract Act consists of limiting factors subject to which contract may be entered into,
executed and the breach enforced. It provides a framework of rules and regulations that govern formation and
performance of contract. The contracting parties themselves decide the rights and duties of parties and terms of
agreement.

The Specific Relief Act, 1963
111
The Specific Relief Act is complimentary to the provisions of the Contract Act and the T.P. Act, as the Act applies
both to movable property and immovable property. The Act applies in cases where the Court can order specific
performance of a contract. Specific relief can be granted only for purpose of enforcing individual civil rights and not
for the mere purpose of enforcing a civil law. ‘Specific performance’ means Court will order the party to perform
his part of agreement, instead of imposing on him any monetary liability to pay damages to other party.

Transfer of Property Act, 1882

The transfer of property, including immovable property, between living persons, as opposed to the transfer property
by operation of law, is governed by the Transfer of Property Act, 1882 (“T.P. Act.”). The T.P. Act establishes the
general principles relating to the transfer of property, including among other things, identifying the categories of
property that are capable of being transferred, the persons competent to transfer property, the validity of restrictions
and conditions imposed on the transfer and the creation of contingent and vested interest in the property. Transfer of
property is subject to stamping and registration under the specific statutes enacted for the purposes which have been
dealt with hereinafter.

The T.P. Act recognizes, among others, the following forms in which an interest in an immovable property may be

transferred:

- Sale: The transfer of ownership in property for a price, paid or promised to be paid.

- Mortgage: The transfer of an interest in property for the purpose of securing the payment of a loan, existing or
future debt, or performance of an engagement which gives rise to a pecuniary liability. The T.P. Act recognizes
several forms of mortgages over a property.

- Charges: Transactions including the creation of security over property for payment of money to another which
are not classifiable as a mortgage. Charges can be created either by operation of law, e.g. decree of the court
attaching to specified immovable property, or by an act of the parties.

- Leases: The transfer of a right to enjoy property for consideration paid or rendered periodically or on specified
occasions. Leave and License: The transfer of a right to do something upon immovable property without creating
interest in the property.

Further, it may be noted that with regards to the transfer of any interest in a property, the transferor transfers such
interest, including any incidents, in the property which he is capable of passing and under the law, he cannot transfer
a better title than he himself possesses.

The Registration Act, 1908

The Registration Act, 1908 was passed to consolidate the enactments relating to the registration of documents. The
main purpose for which the Act was designed was to ensure information about all deals concerning land so that
correct land records could be maintained. The Act is used for proper recording of transactions relating to other
immovable property also.

The Act provides for registration of other documents also, which can give these documents more authenticity.
Registering authorities have been provided in all the districts for this purpose.

The Indian Stamp Act, 1899

The Indian Stamp Act, 1899 prescribes the rates for the stamping of documents and instruments by which any right
or liability is, or purports to be, created, transferred, limited, extended, extinguished or recorded. Under the Indian
Stamp Act, 1899, an instrument not ‘duly stamped’ cannot be accepted as evidence by civil court, an arbitrator or
any other authority authorised to receive evidence. However, the document can be accepted as evidence in criminal
court.

Maharashtra Stamp Act, 1958
The Maharashtra Stamp Act, 1958 (“Maharashtra Stamp Act”) prescribes the different rates of duties on the
instrument falling within the various descriptions set-out in Schedule I of the Maharashtra Stamp Act., then the

instrument is chargeable with the highest of the duty prescribed. In addition, the Maharashtra Stamp Act also
prescribes methodology for adjudication, refund of duties, grievance processes and prosecutions. The Collector is

112
normally vested with the power of adjudication. If a document is not stamped or adequately stamped, it is likely to
be impounded.

TAX RELATED LEGISLATIONS
Income Tax Act, 1961

Income Tax Act, 1961 is applicable to every Domestic / Foreign Company whose income is taxable under the
provisions of this Act or Rules made under it depending upon its —Residential Status! and —Type of Incomel
involved. U/s 139(1) every Company is required to file its Income tax return for every Previous Year by 31*
October of the Assessment Year. Other compliances like those relating to Tax Deduction at Source, Fringe
Benefit Tax, Advance Tax, and Minimum Alternative Tax and the like are also required to be complied by every
Company.

Goods and Services Tax Act, 2017 (the “GST Act”)

Goods and Services Tax (GST) is considered to be the biggest tax reform in India since independence. It will help
realize the goal of “One Nation-One Tax-One Market.” GST is expected to benefit all the stakeholders — industry,
government and consumer. Goods and Services Tax (GST) is an indirect tax throughout India and was introduced as
and Twenty following the passage of Constitution 122nd Amendment Bill. The GST is governed by GST Council
and its Chairman is Union Finance Minister of India - Arun Jaitley. This Act has been made applicable with effect
from 1st July 2017.

With the introduction of GST all central, state level taxes and levies on all goods and services have been subsumed
within an integrated tax having two components — central GST and a state GST. Thus there will be a comprehensive
and continuous mechanism of tax credits.

The Central government passed four sets of GST Acts in the Budget session this year. These were Central GST Act,
2017; Integrated GST Act, 2017; Union Territory GST Act, 2017 and GST (Compensation to States) Act, 2017. The
Acts were approved by the Parliament after they were introduced as the part of the Money Bill. Following the
passage of GST Acts, the GST council has decided 4 tax rate slabs viz., 5%, 12%, 18% and 28% on supply of
various goods and services.

India has adopted a dual GST model, meaning that taxation is administered by both the Union and State
Governments. Transactions made within a single State will be levied with Central GST (CGST) by the Central
Government and State GST (SGST) by the government of that State. For inter-state transactions and imported goods
or services, an Integrated GST (IGST) is levied by the Central Government. GST is a consumption-based tax,
therefore, taxes are paid to the State where the goods or services are consumed and not the State in which they were
produced.

Value Added Tax (“VAT”) Act and Rules, 2008

The levy of Sales Tax within the state is governed by the Value Added Tax Act and Rules 2008 (—the VAT Actl) of
the respective states. The VAT Act has addressed the problem of Cascading effect (double taxation) that were being
levied under the hitherto system of sales tax. Under the current regime of VAT the trader of goods has to pay the tax
(VAT) only on the Value added on the goods sold. Hence, VAT is a multi-point levy on each of the entities in the
supply chain with the facility of set-off of input tax-that is the tax paid at the stage of purchase of goods by a trader
and on purchase of raw materials by a manufacturer. Only the value addition in the hands of each of the
entities is subject to tax. Periodical returns are required to be filed with the VAT Department of the respective
States by the company. The VAT has been now replaced by the Goods and Service Tax Act(GST) Act, 2017

Central Sales Tax Act, 1956
In accordance with the Central Sales Tax Act, every dealer registered under the Act shall be required to furnish a
return in Form I (Monthly/ Quarterly/ Annually) as required by the State sale Tax laws of the assessee authority

together with treasury challan or bank receipt in token of the payment of taxes due. The Central Saales Tax Act has
been now replaced by the Goods and Service Tax Act(GST) Act, 2017

113
The Central Excise Act, 1944

The Central Excise Act, 1944 (Central Excise Act) consolidates and amends the law relating to Central Duties of
Excise on goods manufactured or produced in India. Excisable goods under the Act means goods specified in the
Schedule to the Central Excise Tariff Act, 1985 as being subject to duty of excise. Factory means any premises,
including the precincts thereof, wherein or in any part of which excisable goods are manufactured, or wherein or in
any part of which any manufacturing process connected with the production of these goods being carried on or is
ordinarily carried out. Under the Act a duty of excise is levied on all excisable goods, which are produced or
manufactured in India as and at the rates, set forth in the First Schedule to the Central Excise Tariff Act, 1985.The
central Excise Act,1944 has been now replaced by the Goods and Service Tax Act(GST) Act, 2017

Customs Act, 1962

The provisions of the Customs Act, 1962 and rules made there under are applicable at the time of import of goods
i.e. bringing into India from a place outside India or at the time of export of goods i.e. taken out of India to a place
outside India. Any Company requiring to import or export any goods is first required to get itself registered and
obtain an IEC (Importer Exporter Code).

The Central Excise &Tariff Act, 1985 and Rules made there under

The provisions of the Central Excise &Tariff Act, 1985 (the “CETA”)provides for tariff rates for excise duties
payable. Excise duty is imposed on goods produced or manufactured in India under the provisions of CETA.The
Central Excise &Tariff ActTax has been now replaced by the Goods and Service Tax Act(GST) Act, 2017

State laws governing Entry Tax

Entry Tax provides for the levy and collection of tax on the entry of goods into the local areas of the state for
consumption, use or sale therein and matters incidental thereto and connected therewith. It was levied at such rate as
may be specified by the State Government and different rates may be specified for different goods. Entry Tax has
been now replaced by the Goods and Service Tax Act(GST) Act, 2017

Service Tax

Chapter V of the Finance Act, 1994 as amended, provides for the levy of a service tax in respect of ‘taxable
services’ defined therein. The service provider of taxable services is required to collect service tax from the recipient
of such services and pay such tax to the Government. Vide Notification No. 30/2012-Service Tax dated June 20,
2012, the liability to pay service tax in respect of certain taxable services, as specified therein, has shifted from the
person who provides the service, to the person who receives the service. Every person who is liable to pay service
tax must register himself with the appropriate authorities. According to Rule 6 of the Service Tax Rules, 1994, every
assessed is required to pay service tax in TR 6 Chillan by the 6th of the month immediately following the month to
which it relates. Further, under Rule 7 (1) of Service Tax Rules, 1994, our Company is required to file a quarterly
return in Form ST 3 by the 25th of the month immediately following the half year to which the return relates. Every
assessed is required to file the quarterly returnelectronically.The service tax has been now replaced by the Goods
and Service Tax Act(GST) Act, 2017

INTELLECTUAL PROPERTY RIGHTS LEGISLATIONS

The laws relating to intellectual property will also apply to the Company.

The Trade Marks Act, 1999

The Trade Marks Act, 1999 (“Trademark Act”) governs the statutory protection of trademarks in India. In India,
trademarks enjoy protection under both statutory and common law. Indian trademarks law permits the registration of
trademarks for goods and services. Certification trademarks and collective marks are also registrable under the

Trade Mark Act. An application for trademark registration may be made by any person claiming to be the proprietor
of a trademark and can be made on the basis of either current use or intention to use a trademark in the future. The

114
registration of certain types of trademarks is absolutely prohibited, including trademarks that are not distinctive and
which indicate the kind or quality of the goods.

Applications for a trademark registration may be made for in one or more international classes. Once granted,
trademark registration is valid for 10 years unless cancelled. If not renewed after 10 years, the mark lapses and the
registration for such mark has to be obtained afresh.

While both registered and unregistered trademarks are protected under Indian law, the registration of trademarks
offers significant advantages to the registered owner, particularly with respect to proving infringement. Registered
trademarks may be protected by means of an action for infringement, whereas unregistered trademarks may only be
protected by means of the common law remedy of passing off. In case of the latter, the plaintiff must, prior to
proving passing off, first prove that he is the owner of the trademark concerned. In contrast, the owner of a
registered trademark is prima facie regarded as the owner of the mark by virtue of the registration obtained.

The Patents Act, 1970

The Patents Act, 1970 (‘Patents Act’) is the primary legislation governing patent protection in India. In addition to
broadly requiring that an invention satisfy the requirements of novelty, utility and non obviousness in order for it to
avail patent protection, the Patents Act further provides that patent protection may not be granted to certain specified
types of inventions and materials even if they satisfy the above criteria. The term of a patent granted under the
Patents Act is for a period of twenty years from the date of filing of application for the patent. The Patents Act
deems that computer programs per se are not ‘inventions’ and are therefore, not entitled to patent protection. This
position was diluted by The Patents Amendment Ordinance, 2004, which included as patentable subject matter:

1. Technical applications of computer programs to industry; and
2. Combinations of computer programs with the hardware.

However, the Patents Amendment Act, 2005, does not include this specific amendment and consequently, the
Patents Act, as it currently stands, disentitles computer programs per se from patent, may disentitle the said
invention to patent protection on grounds of lack of novelty. Under the Patents Act, an invention will be regarded as
having ceased to be novel (and hence not patentable), inter alia, by the existence of:

1. Any earlier patent on such invention in any country;

2. Prior publication of information relating to such invention;

3. An earlier product showing the same invention; or

4. A prior disclosure or use of the invention that is sought to be patented.

Following its amendment by the Patents Amendment Act, 2005, the Patents Act permits opposition to grant of a
patent to be made, both pre-grant and post-grant. The grounds for such patent opposition proceedings, inter alia,
include lack of novelty, inventiveness and industrial applicability, non-disclosure or incorrect mention of source and
geographical origin of biological material used in the invention and anticipation of invention by knowledge (oral or
otherwise) available within any local or indigenous community in India or elsewhere. The Patents Act also prohibits
any person resident in India from applying for patent for an invention outside India without making an application
for the invention in India. Following a patent application in India, a resident must wait for six weeks prior to making
a foreign application or may obtain the written permission of the Controller of Patents to make foreign applications
prior to this six week period. The Controller of Patents is required to obtain the prior consent of the Central
Government before granting any such permission in respect of inventions relevant for defense purpose or atomic
energy. This prohibition on foreign applications does not apply, however, to an invention for which a patent
application has first been filed in a country outside India by a person resident outside India.

Copyright Act, 1957

The Copyright Act, 1957 (“Copyright Act”) protects original literary, dramatic, musical and artistic works,
Cinematographic films and sound recordings from unauthorized use of such works. Unlike the case with patents,
copyright protects the expressions and not the ideas. There is no copyright in an idea. The object of copyright law is
to encourage authors, artists and composers to create original works by rewarding them with exclusive right for a
fixed period to reproduce the works for commercial exploitation. Copyrights subsist in following class of works:

a) Original literary, musical, dramatic and artistic works
115
b) Cinematograph films

c) Sound recordings

Under the copyright law the creator of the original expression in a work is its author who is vested with a set of
exclusive rights with respect to the use and exploitation of the work. The author is also the owner of the copyright,
unless there is a written agreement by which the author assigns the copyright to another person or entity, such as a
publisher, where work is done under a ‘work for hire’ agreement, the copyright vests with the hirer, i.e., the person
providing the work. The owner of copyright in a work can assign or license his copyright to any person, such as
publisher, under a written agreement. Copyright subsists in a work since the time it comes into being. Therefore,
registration of copyright neither creates any rights nor precludes enforcement of the existing ones. However, owing
to its evidentiary value, a registered copyright is easier to establish in the court of law. The term of copyright varies
across different types of works. In the case of broadcasts, the Act grants “broadcast reproduction rights” to
broadcasting organizations which subsist for 25 years.

OTHER APPLICABLE LAWS AND REGULATIONS

In addition to the above, depending upon the nature of the activities undertaken or to be undertaken in future by our
Company is also required to comply with the required provisions other applicable statutes and rules framed there
under as imposed by the Centre or the State Government and authorities may include the following:

e The Maharastra Entertainments Duty Act, 1923 (Formerly known as The Bombay Entertainments Duty Act,
1923) (MED Act, 1923)

Municipality Laws

Maharashtra Municipalities Act, 1965

The Bombay Police Act, 1951

The Food Safety and Standards Act, 2006 (“FSSA”)

Prevention of Food Adulteration Act, 1954 and The Prevention of Food Adulteration Rules, 1955
The Bombay Prohibition Act, 1949

Contract Labour (Regulation and Abolition) Act, 1970

Maharashtra Contract Labour (Regulation and Abolition) Central Rules, 1971

Child Labour (Prohibition and Regulation) Act, 1986

The Employees’ Compensation Act, 1923

The Employees State Insurance Act, 1948

The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952

Equal Remuneration Act, 1976 and Equal Remuneration Rules, 1976

Maternity Benefit Act, 1961

Apprentices Act, 1961

The Payment of Bonus Act, 1965

Maharashtra Minimum Wages Rules, 1963

The Minimum Wages Act, 1948

The Payment of Gratuity Act, 1972

The Payment of Wages Act, 1936

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Motor Transport Workers Act, 1961 (“MTW Act”) Employees Deposit Linked Insurance Scheme, 1976;
The Employees Pension Scheme, 1995;

The Public Liability Insurance Act, 1991;

The Factories Act, 1948;

Maharashtra Factories Rules, 1963;

Industrial (Development and Regulation) Act, 1951;

The Industrial Disputes Act, 1947 and Industrial Dispute (Central) Rules, 1957;

The Industrial Employment (Standing Orders) Act, 1946;

Trade Union Act, 1926;

National Environmental Policy, 2006;

Bio-Medical Waste (Management and Handling) Rules, 1998, as amended (“BMW Rules”); and
The Manufacture, Storage and Import of Hazardous Chemicals Rules, 1989 (“Hazardous Chemical Rules”).

116
HISTORY AND CERTAIN CORPORATE MATTERS

Certain forms and resolutions filed with Registrar of Companies (prior to 2017) are not traceable by our
Company due to shift in offices and and have been destroyed due to office being infested by the termites. With
respect to changes in capital structure these include forms and resolutions for increase in authorised share
capital, share capital allotment, annual returns, etc. Hence, this chapter is prepared based on ROC search report,
data provided by management and to the best of information available.

History of our Company

Our Company was originally incorporated as Party Cruisers Private Limited on December 02,1994 under the
Companies Act, 1956 vide certificate of incorporation issued by the Registrar of Companies, Maharashtra.
Subsequently, the name of the company was changed from “Party Cruisers Private Limited” to “Party Cruisers
Limited” under the Companies Act, 2013 pursuant to a special resolution passed by our shareholders at the EGM
held on September 03, 2013 and had obtained fresh certificate of incorporation dated November 13, 2013 issued by
the Registrar of Companies, Maharashtra. The CIN of the Company is U63040MH1994PLC083438.

Party Cruisers Limited came (PCL) into existence in 1994. Since incorporation, our Company specializes in
Wedding Management and Events Management Business wherein we offer all of our clients a complete variety of
wedding and event facilities. Our Wedding Management Services range from pre-wedding, during wedding and post
wedding events like in-house designing, designation wedding event décor etc. Our Event Services range from
planning & marketing to production and décor etc.

As a Wedding and Events Management, we work on the initial conception (pre-event publicity, venue research &
booking, transport), to turnkey production (set-up, on-site management, staffing, stage designing, entertainment), to
post-event support (final material distribution, delegate attendance assessment, post-event report) — we take care of
everything.

Our company is promoted by Mr. Zuzer Hatim Lucknowala and Mrs. Rachana Zuzer Lucknowala. Our individual
promoters manage and control the major affairs of our business operations. Through their combined 50 plus years of
experience, industry knowledge and understanding, our company has a competitive advantage over the our
competitors which enables us to expand our geographicaland customer presence in existing as well as target
markets, while exploring new growth avenues.

Party Cruiser through its 26 years of growing has earned a reputation among its clients by winning several accolades
and client appreciation that testify our commitment levels and effective deliveries of good work.

For further details of our Company's activities, services and the growth of our Company, please refer to the chapters
titled ‘Business Overview’ and ‘Management's Discussion and Analysis of Financial Conditions and Results of
Operations’ beginning on page no. 95 and 176 respectively of this Prospectus.

For details on the government approvals, please refer to the chapter titled “Government and Other Approvals” on
page no.193 of this Prospectus.

The total number of members of our Company as on the date of filing of this Prospectus is nine (9). For further
details, please refer the chapter titled ‘Capital Structure’ beginning on page no. 56 of this Prospectus

Changes in our Registered Office

As on the date of filing this Prospectus, Our Company's Registered Office is situated at 303/304/305, Simran Plaza,
Khar 4th Road, Next to Regal Enclave Hotel, Khar (West), Mumbai — 400 052, Maharashtra, India.

Except as mentioned below, there is no change in the registered office address as on the date of filing this
Prospectus.

 

 

 

 

 

 

 

 

Date From Address To Address Reasons for Change
December 02, 26, Sarang Street, 4” floor Mumbai
1994 : 400003, Maharashtra India -
August 16, | 26, Sarang Street, 4th floor | 505, Comet House, Bandra Station For administrative

 

117
 

Date From Address To Address Reasons for Change

2012 Mumbai 400003, Maharashtra | Road, Mumbai 400050, purpose
India Maharashtra India

303/304/305 Simran Plaza, Khar
505, Comet House, Bandra 4th Road Next to Regal Enclave | For administrative
Station Road, Mumbai Fi

: Hotel, Khar West, Mumbai 400052, purpose

400050, Maharashtra India ;

Maharashtra India

 

 

February 22,
2016

 

 

 

 

 

 

For further details of our Properties, please refer to the chapter titled ‘Business Overview’ beginning on page no. 89
of this Prospectus.

Key Awards, Certifications, Accreditations and Recognitions

 

Year | Details

2019 | Wedding Sutra Influencer Award- ‘Vivaah Wedding Décor Stylist’ won as a Runner Up

2020 | Wedding Sutra Influencer Awards-‘Vivaah Wedding Décor Stylist’won Platinum Award (Best
Mehendi Celebration.)

2020 | Wedding Sutra Influencer Awards-‘Vivaah Wedding Décor Stylist’won Platinum Award (Best
Wedding Celebration.)

2020 | Wedding Sutra Influencer Awards-‘Vivaah Wedding Décor Stylist'won Gold Award (Best
Reception/Post weddingCelebration.)

 

 

 

 

 

 

 

 

Main Objects of our Company

The object clauses of the Memorandum of Association of our Company enable us to undertake our present activities.
The main objects of our Company are:

To carry on the business of planning, promoting, conducting, organizing, administering, managing, arranging,
settling, maneuvering, operating and/orsupervising Picnics, Parties, Fun-Fairs, Conferences, Hikes, Cruising, Sight
Seeing, Group or Package Tours, Pleasure Trips, Rides, Sports, Contest, Assemblies, Shows, Meetings , Gatherings
and the business of wedding filmsshooting, new scope of event and wedding management, wedding films product,
Fixed Deposit Investment, SIP Investment, Investment in equity shares and property transaction.

Amendments to the MoA of our Company since Incorporation

Since incorporation, the following amendments have been made to the MoA of our Company:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. No. Changes In M.O.A. Date & Type of Meeting

A. Change in Authorized capital

1) Be in authorized capital from Rs. 3.00 Crores to Rs. 6.00 06-06-2018; EGM

2) perese 3a Authorized Capital from Rs. 5.00 Lakhs to Rs. 31-03-2013; EGM
Change in Authorized Capital due to Sub-division of Face

3) Value from Rs. 100 to Rs. 10; i.e. increase in Equity Shares 31-03-2012; EGM
from 5,000 to 50,000

4) prea in Authorized Capital from Rs. 2.00 lakhs to Rs. 5.00 15-03-2012; EGM

B. Change in Face Value

1) Sub-division of Face Value from Rs. 100 to Rs. 10 31-03-2012; EGM

Cc. Change in Object Clause

1d Alteration of MoA due to change in the Object Clause 09-04-2019; EGM

2) Alteration of MoA due to change in the Object Clause 18-03-2019; EGM

3) Alteration of MoA due to change in the Object Clause 28-09-2017; AGM

D. Alternation In AoA

1) Adoption of New set of AoA 09-04-2019; EGM

2) Adoption of New set of AoA 18-03-2019; EGM

3) Alteration of AoA due to adoption of new set of Article of 03-09-2013; EGM
Association subsequent to the conversion to limited Company

 

118
 

Sr. No. Changes In M.O.A. Date & Type of Meeting
E. Change in Name of the Company

Alteration of MoA due to conversion to limited company

1) from “Party Cruisers Private Limited” to “Party Cruisers 03-09-2013; EGM

Limited”

 

 

 

 

 

 

 

Adopting New Articles of Association of the Company

Our Company has adopted a new set of Articles of Association of the Company, in the Extra-Ordinary General
Meeting of the Company dated April 09, 2019.

Subsidiaries and Holding Company

Our Company is not a subsidiary of any company. Further, as on the date of this Prospectus our Company does not
have any subsidiary company.

Our Company has no holding company as on the date of filing of the Prospectus.

Joint Ventures

As on the date of this Prospectus, there are no existing joint ventures entered into by our Company.
Mergers and acquisitions in the history of Our Company

There has been no merger or acquisition of businesses or undertakings in the history of our Company and we have
not acquired any business/undertakings as on the date of filing of the Prospectus.

Other declarations and disclosures

Our Company is not a listed entity. Our Company had made an application with the SME Platform of BSE for
listing its equity shares on the BSE SME Platform on May 16, 2019 and had received the In- Principal Approval on
June 19, 2019. Further, our Company had/ has neither received any objections or rejections post receipt of the In-
Principal Approval dated June 19, 2019 and our securities have not been refused listing at any time by any
recognized stock exchange in India or abroad. Further, our Company has not made any Public Issue or Rights Issue
(as defined in the SEBI (ICDR) Regulations) in the past. No action has been taken against our Company by any
Stock Exchange or by SEBI. Our Company is not a sick company within the meaning of the term as defined in the
Sick Industrial Companies (Special Provisions) Act, 1985. Our Company is not under winding up nor has it received
a notice for striking off its name from the relevant Registrar of Companies.;

Fund raising through equity or debt

For details in relation to our fund-raising activities through equity and debt, please refer to the chapters titled
‘Restated Financial Statement’ and 'Capital Structure’ beginning on page no. 149 and56, respectively, of this
Prospectus.

Revaluation of Assets

Our Company has not revalued its assets since its incorporation.

Changes in the activities of Our Company having a material effect

Other than as mentioned above in the chapters titled ‘Business Overview’ and ‘History and Certain Corporate
Matters’ beginning on page no.95 and 117, respectively, of this Prospectus, there has been no change in the
activities being carried out by our Company which may have a material effect on the profits/ loss of our Company,
including discontinuance of the current lines of business, loss of projects or markets and similar factors in the last
five years.

Injunctions or Restraining Orders

119
There are no injunctions/ restraining orders that have been passed against the Company.
Defaults or Rescheduling of borrowings with financial institutions/banks

There have been no Defaults or Rescheduling of borrowings with financial institutions/banks as on the date of this
Prospectus.

Divestment of Business or Undertaking
Our company has not divested any of its business or undertaking in last 10 years from the date of this Prospectus.
Strikes and lock-outs

Our Company has, since incorporation, not been involved in any labour disputes or disturbances including strikes
and lock- outs. As on the date of this Prospectus, our employees are not unionized.

Time and cost overruns

As on the date of this Prospectus, there have been no time and cost overruns in any of the projects undertaken by our
Company.

Number of Shareholder in the Company

As on the date of this Prospectus, the total number of holders of our Equity Shares is 9. For further details of our
shareholding pattern, please see ‘Capital Structure’ on page no.56of this Prospectus.

Shareholders' agreement:
Our Company does not have any subsisting shareholders' agreement as on the date of this Prospectus.
Other Agreements:

Our Company has not entered into any specific or special agreements and/or arrangements except that have been
entered into in ordinary course of business as on the date of filing of the Prospectus.

Strategic Partners:

Our Company does not have any strategic partner(s) as on the date of this Prospectus.

Financial Partners:

Apart from the various arrangements with bankers and financial institutions which our Company undertakes in the
ordinary course of business, our Company does not have any other financial partners as on the date of this
Prospectus.

Collaboration:

Our Company has entered into 4 (four) collaboration/ franchisee agreement with third party as per Point 10 (B) (1)

(c) of Part A of Schedule VI of SEBI (ICDR) Regulations, 2018.For further details of our franchisee agreement,
please see ‘Business Overview’ on page no. 95 of this Prospectus.

120
OUR MANAGEMENT

As per the Articles of Association of our Company, we are required to have not less than three Directors and not
more than fifteen Directors on its Board, subject to the applicable provisions of the Companies Act.

As on date of filing this Prospectus; our Board consists of 6 (Six) Director’s.Mrs. Rachana Zuzer Lucknowala is the
Managing Director, Mr. Armaan Zuzer Lucknowala is Non-Executive Director,Mr. Firoz Hatim Lucknowalais
Executive Director whereas Mr. Sameer Prem Bhagat, Mr. Kartikeya Girish Desaiand Mr. Manish Heerala
IChandak are the Non-Executive Independent Directors of our Company,

The Board of Directors of our Company

The following table sets forth certain details regarding the members of our Company's Board as on the date of this

 

 

Prospectus:
Name, Age, Designation/Occupation, Address, Din ' ‘ A
No., Term of Office, Occupation& Nationality oe so areny Ce eccoenips
Mrs. Rachana Zuzer Lucknowala Appointed as _ Director | * DIOS Hotels LLP

W/oMr. Zuzer Hatim Lucknowala

Age: 50 yrs

Designation: Managing Director

Address:802/803 Breezy Heights, Sherly Rajan Road,
Rizvi Complex, Bandra West, Mumbai, Maharashtra -
400054, Maharashtra, India

DIN: 02466195

Term:5 years

Occupation: Business

Nationality: Indian

w.e.f. 02-12-1994

Change in designation as
Managing Director w.e.f.
16-09-2018

 

Mr. Armaan Zuzer Lucknowala

S/oMr. Zuzer Hatim Lucknowala

Age: 21yrs

Designation: Non-ExecutiveDirector
Address:802/803 Breezy Heights, Sherly Rajan Road,
Rizvi Complex, Bandra West, Mumbai, Maharashtra -
400054, Maharashtra, India

DIN: 07961568

Term: Liable toRetire by Rotation

Occupation: Business

Nationality: Indian

Appointed as Director

w.e.f. 20-10-2017

Change in designation as
Non-ExecutiveDirector
w.e.f. 31-08-2018

= DIOS Hotels LLP

 

 

Bhiwandi, Thane, - 421308, Maharashtra, India
DIN:08220007

 

designation as Independent
Director w.e.f. 15-09-2018

 

 

Mr. Kartikeya Girish Desai Appointed as an | NIL
S/o Mr.Girish Desai AdditionalIndependent
Designation: Independent Director Non-Executive Director
Age: 56 years w.e.f. 07-08-2018
Address:60/A Jariwala Mansion, 1st Floor, Hughes
Road, Opp. Dharam Palace, Grant Road, Mumbai - | Regularization in
400007, Maharashtra, India designation ane appointed
. as independentDirector
DIN:06676124 wee.f. 31-08-2018
‘erm: 5 years
Occupation: Business
Nationality: Indian
Mr. Manish Heeralal Chandak Appointed as an|* Keerti Knowledge and
S/o Mr. Heeralal Chandak Independent Non- Skills Limited.
Designation: Independent Director Executive Director
Age: 31 yrs w.e.f01-09-2018 = Chandak Consultancy
Address:402, Sonam Apartment, Near Ambaji Services LLP
Temple, Kasar Ali, Near Ajay Nagar, Kombadpada, | Regularization of

 

121

 
 

 

 

 

 

Name, Age, Designation/Occupation, Address, Din e m a
No., Term of Office, Occupation& Nationality sels G@iveyyminianert Cen ES

Term: 5 years

Occupation: Professional

Nationality: Indian

Mr.Firoz Hatim Lucknowala Appointed as additional | NIL

S/o Mr.Hatim Mohamedali Lucknowala Non-Executive Director

Designation: Additional Non Executive Director w.e.f 07-11-2019

Age:56 yrs

Address:304, Sylverton Building, Regularization in

102 Wode House Road, Colaba Mumbai Maharashtra | designation and appointed

India 400005 as Executive Director

DIN:01553122 w.e.f. 30-09-2020

Term: 5 years

Occupation: Business

Nationality: Indian

Mr.Sameer Prem Bhagat Appointed as additional | * Rengo Miles LLP

S/o Prem Prakash Harichand Bhagat Non-Executivelndependent

Designation: Additional Independent Non Executive | Director w.e.f 07-11-2019

Director

Age:51 yrs

Address:701,Shivala, Khatau Road. Regularization in

Cuffe Parade,Coloba.Mumbai designation and appointed

Maharashtra India 400005 as IndependentDirector

DIN:08614642 w.e.f. 30-09-2020

Term: 5 years

Occupation: Business

Nationality: Indian

 

 

 

 

Note: For further details on their qualification, experience etc., please see their respective biographies under the
heading “Brief Profile of the Directors of our Company” as mentioned on page no. 123 of this Prospectus.

Confirmations as on the date of this Prospectus:
1. None of the above mentioned Directors are on the RBI List of willful defaulters as on date of this Prospectus.

2. None of the above mentioned Directors have been and/or are being declared as fugitive economic offenders as
on date of this Prospectus.

3. None of the Promoters, persons forming part of our Promoter Group, our Directors or persons in control of our
Company or Our Company are debarred by SEBI from accessing the capital market.

4. None of the Promoters, Directors or persons in control of our Company, have been or are involved as a
promoter, director or person in control of any other company, which is debarred from accessing the capital
market under any order or directions made by SEBI or any other regulatory authority.

5. Further, none of our Directors are or were directors of any company whose shares were (a) suspended from
trading by stock exchange(s) during the (5)five years prior to the date of filing the Prospectus or (b) delisted
from the stock exchanges.

6. There are no arrangements or understandings with major shareholders, customers, suppliers or any other entity,
pursuant to which any of the Directors or Key Managerial Personnel were selected as a Director or member of
the senior management.

7. The Directors of our Company have not entered into any service contracts with our Company which provide for
benefits upon termination of employment.

122
8. No proceedings/ investigations have been initiated by SEBI against any Company, the board of directors of
which also comprises any of the Directors of our Company. No consideration in cash or shares or otherwise has
been paid or agreed to be paid to any of our Directors or to the firms of Companies in which they are interested
by any person either to induce him to become or to help him qualify as a Director, or otherwise for services
rendered by him or by the firm or Company in which he is interested, in connection with the promotion or
formation of our Company.

Relationship between Directors

Except for Mrs. Rachana Zuzer Lucknowala and Mr. Armaan Zuzer Lucknowala are related to each other as Mother
and Son to each other; none of the other directors are related to each other and have any family relationships as per
section 2(77) of the Companies Act, 2013.

Brief Profile of the Directors of our Company
Mrs. Rachana Zuzer Lucknowala — Managing Director

Mrs. Rachana Zuzer Lucknowala, aged 50 years, is Diploma Holder in Hotel Management from Dadar Catering
college and completed her Graduation from Mumbai University. She has around 24 years of experience in Sales and
Marketing in the Wedding and Corporate Events industry. Under her leadership, PCL Currently, she is the head of
Sales & Marketing. Further, she is responsible for generating revenue of the company and also monitor the smooth
functioning & Executing of events.

Mr. Armaan Zuzer Lucknowala— Non-Executive Director

Mr. Armaan Zuzer Lucknowala, aged 21 years, 12th passed from IB and also done Imonth NYFA crash course in
new generation of events and wedding in New York and thereafter he is pursuing 3+1yr course of new generation of
events and wedding, also to connect event and weddings to films in NYFA in LA . He is very creative person and
wants to bring in innovative new ideas in PCL. Infact through the knowledge gain, he would take future of PCL to
the new level of events and weddings.

Mr. Kartikeya Girish Desai—Independent Director

Mr. Kartikeya Girish Desai, aged 56 years, has completed his B.com, LLB and having more than 25 years of
experience in legal field, he is heading the firm viz., Kartikeya and Associates as proprietor. His focus of practice is
Construction and Real Estate, Intellectual Property Rights and Commercial Transactions. He has represented a vast
range of clients including Private, Corporate, Media Houses and Real Estate Developers. On the non-contentious
side, he advises on the real estate, finance and IPR aspects and also on the corporate transactions such as Mergers
and Acquisitions, Joint Ventures, Foreign Investment and Floatation, Production Houses, Media & Broadcasting
Companies. Mr. Desai has been advising Companies, Financial Institutions and Real Estate Developers in acquiring
large immoveable property by taking the benefits of the recent policies of the Central and State Government. His
immense knowledge in the field of law will help company to grow further.

Mr. Manish Heeralal Chandak- Independent Director

Mr. Manish Heeralal Chandak, aged 31, he is a qualified Chartered Accountant since 2013 and practicing as a
Chartered Accountant since then. He is currently holding the position as Senior Partner in M/s. Sunil Vashisht & Co,
Chartered Accountants of Mumbai. He has gained vast experience in the field of banking, finance and auditing. He
is also possessing knowledge of handling Internal and Statutory Audit of various companies and Banks. His
immense knowledge in the field of finance and banking will really help company to grow further.

Mr. Firoz Hatim Lucknowala- Executive Director
Mr. Firoz Hatim Lucknowala, aged 56, he is a graduate in commerce who ran a engineering tools and hardware
business successfully for 10 years from the age of 17.He has achieved the distinction of being a pioneer and largest

distributor in India for Joranmassanory drills and KYK Carbide saw .Thereafter he pursued a career in stock broking
for 28 years and was the most successful franchisee for Sunidhi Securities and Finance Ltd.

123
Mr. Sameer Prem Bhagat- Independent Director

Mr. Sameer Prem Bhagat, aged 51 holds a Graduate Degree in Commerce and a Post Gradutaion Degree in Law
from Bombay University. He has been associated with Bhagat &Bhagat and ARA LAW as a Partner for a period of
over 23 years. His tax expertise includes Direct Tax, Corporate Tax, Domestic Tax Planning and Tax litigation to a
broad base of domestic and international clients. Also he is acknowledged for his extraordinary work ethic, a strong
commitment to quality, his business and commercial acumen and the enduring bond that he develops with his
clients. As a tax expert, he has handled various portfolios and advised numerous clients on tax related issues.

Borrowing Powers of the Board

Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the
payment of any sum or sums of money for the purposes of our Company.

Pursuant to a special resolution passed on September 15, 2018, our shareholders in their Annual General Meeting
authorized our Board to borrow from time to time such sums of money as may be required under Section 180(1)(c)
of the Companies Act, 2013, provided that such amount shall not exceed Rs. 500.00 Crores.

For further details of the provisions of our Articles of Association regarding borrowing powers, please refer to the
section titled 'Main Provisions of the Articles of Association’ beginning on page no. 245 of this Prospectus.

Remuneration/ Compensation paid to our Directors

Except as mentioned below, no other current Directors have received remuneration/ compensation during the last
financial year ended on March 31, 2020 and as on September 30, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

ay Amt. (Rs. In Lakhs)
No. Name of Director Designation Ason Sept | As on Mar.
30, 2020 31, 2020

1. | Mrs. Rachana Zuzer Lucknowala Managing Director 2.00 27.00

2. | Mr. Armaan Zuzer Lucknowala Non-Executive Director = 13.50

3. | Mr. Kartikeya Girish Desai Independent Director - -

4. | Mr. Manish HeeralalChandak Independent Director : -

5. | Mr. Firoz Hatim Lucknowala Executive Director = =

6. | Mr.Sameer Prem Bhagat Independent Director - :

 

 

 

Sitting Fees paid to our Independent and Non-Executive Directors

Our Non-Executive Independent Directors and Independent Directors are entitled to sitting fees and/or commission
and/or any other amountsas may be decided by our Board in accordance with the provisions of the Articles of
Association, the Companies Act, 2013 and other applicable laws and regulations.

Further, Our Company confirms that no remuneration is being paid to our Independent Directors and Non-Executive
Directors for the FY 2019-20 and as on September 30, 2020 except as mentioned below:-

Sitting Fee paid to our Non-Executive Independent Director during the last financial year ended on March 31, 2020
and as on September 30, 2020

 

 

 

 

 

 

 

 

 

 

Sr. *Amt. (Rs. In Lakhs)
No. Name of Director Designation AsonSept | As on Mar.
30, 2020 31, 2020
1. | Mr. Manish HeeralalChandak Independent Director 0.10 0.40
2. | Mr. Kartikeya Girish Desai Independent Director : -
3._| Mr.Sameer Prem Bhagat Independent Director - -

 

 

*The Amount is inclusive of TDS.

Terms and conditions of employment of our Managing Director

124
Mrs. Rachana Zuzer Lucknowala, Managing Director

Mrs. Rachana Zuzer Lucknowala,was designated as the Managing Director of the Company for a term of five
years commencing, w.e.f. 16-09-2018 vide Board of Directors resolution dated 09-08-2018 and Shareholders
resolution dated 15-09-2018. The terms and conditions of his employment are as follows:

 

 

 

 

 

Tenure of his appointment 5 years w.e.f. 16-09-2018 to 15-09-2023
Remuneration per annum *Rs. 3.00 Lakh p.m.
Perquisite, Allowances and Commission As per Schedule V of the Companies Act, 2013

 

 

*Remuneration increased to Rs.3.00 from Rs.2.00 Lakh pomp effective from 01st Jan, 2019
Shareholding of Directors in our Company
Our Articles of Association do not require our Directors to hold qualification shares.

As on date of filing of this Prospectus, except the following, none of our Directors hold any Equity Shares of our
Company:

 

 

 

 

 

 

 

 

 

sr. No. of Shares % of pre-issue
No. Name of Director Designation held in our paid-up Equity
: Company Share Capital
1 Mrs. Rachana Zuzer Lucknowala Managing Director 19,15,893 46.96
2, Mr. Armaan Zuzer Lucknowala Non-Executive Director 1,37,700 3.38
3. Mr. Kartikeya Girish Desai Independent Director = 3
4 Mr. Manish HeeralalChandak Independent Director = =
5 Mr. Firoz Hatim Lucknowala ExecutiveDirector 15000 0.37
8 Mr.Sameer Prem Bhagat Independent Director - -
TOTAL 20,68,593 50.71

 

 

 

 

 

 

Interest of Directors

All of our Directors may be deemed to be interested to the extent of fees payable to them (if any) for attending
meetings of the Board or a committee thereof as well as to the extent of remuneration payable to him for his services
as Managing Director of our Company and reimbursement of expenses as well as to the extent of commission and
other remuneration, if any, payable to them under our Articles of Association. Some of the Directors may be deemed
to be interested to the extent of consideration received/ paid or any loans or advances provided to anybody corporate
including companies and firms, and trusts, in which they are interested as directors, members, partners or trustees.

All our Directors may also be deemed to be interested to the extent of equity shares, if any, already held by them or
their relatives in our Company, or that may be subscribed for and allotted to our Non-Promoter Directors, out of the
Issue and also to the extent of any dividend payable to them and other distribution in respect of the said equity
shares.

The Directors may also be regarded as interested in the equity shares, if any, held or that may be subscribed by and
allocated to the companies, firms and trusts, if any, in which they are interested as directors, members, partners, and/
or trustees.

Our Directors may also be regarded interested to the extent of dividend payable to them and other distribution in
respect of the equity shares, if any, held by them or by the companies/firms/ventures promoted by them or that may
be subscribed by or allotted to them and the companies, firms, in which they are interested as directors, members,
partners and promoters, pursuant to the Issue.

All our Directors may be deemed to be interested in the contracts, agreements/ arrangements entered into or to be
entered into by the Company with either the Director himself or other company in which they hold directorship or
any partnership firm in which they are partners, as declared in their respective declarations.

125
Interest in promotion of Our Company

Except as stated in this chapter titled “Our Management” and the chapter titled “Financial Statement- Annexure
32- Related Party Transactions” beginning on page nos. 121 and 174 of this Prospectus respectively and to the
extent to remuneration received/ to be received by our Directors, none of our Directors any interest in the promotion
of our Company.

Interest in the property of Our Company

Save and except as stated otherwise in “Our Properties” within the chapter titled “Our Business” on page no. 106
and in ‘Annexure 32: Statement of Related Parties’ Transactions’ in the chapter titled ‘Restated Financial
Statement’ beginning on page no. 149 of this Prospectus:

- Our Directors have no interest in any property acquired or proposed to be acquired by our Company in the
preceding two years from the date of this Prospectus;

Our Directors do not have any interest in any transaction regarding the acquisition of land, construction of
buildings and supply of machinery, etc. with respect to our Company as on the date of this Prospectus;

Our Directors have not entered into any contract, agreement or arrangements in relation to acquisition of property,
since incorporation in which the Directors are interested directly or indirectly and no payments have been made to
them in respect of these contracts, agreements or arrangements or are proposed to be made to themas on the date
of this Prospectus.

Interest in the business of Our Company

Save and except as stated otherwise in ‘Annexure 32: Statement of Related Parties’ Transactions’ in the chapter
titled ‘Restated Financial Statement’ beginning on page no. 174 of this Prospectus:

Our Directors do not have any other interests in our Company and/or our business as on the date of this Prospectus
except to the extent of their shareholding in our Company and/ or their relative shareholding in our Company and/
or any dividends paid/ payable to them and/ or their relatives and/or any other distributions in respect of the
Equity Shares of our Company;

Our Directors are not interested in the appointment of Underwriters, Market Markers, Registrar and Bankers to the
Issue or any such intermediaries registered with SEBI as required to be appointed for the process of listing;

There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to
which any of the directors was selected as a director or member of senior management;

Our company has not entered into any contract, agreements or arrangements during the preceding two years from
the date of this Prospectus in which the Directors are directly or indirectly interested and no payments have been
made to them in respect of the contracts, agreements or arrangements which are proposed to be made with them
including the properties purchased by our Company.

Interest as a creditor of Our Company

Except as stated in the ‘Annexure 32: Statement of Related Parties’ Transactions’ on 161 and chapter titled
“Statement of Financial Indebtness”on page no. 174 in the chapter titled ‘Restated Financial Statement’
beginning on page no. 149 of this Prospectus:

- Our Company has not availed any loans from our Directors of our Company as on the date of this Prospectus;

- None of our sundry debtors or beneficiaries of loans and advances are related to our Directors.

Interest as Director of our Company

Except as stated in the chapter titled ‘Our Management, ‘Capital Structure’ and ‘Annexure 32: Statement of
Related Parties’ Transactions’ beginning on page no. 121, S6and 174 of this Prospectus, our Directors, may be
deemed to be interested to the extent of fees, if any, payable to them for attending meetings of our Board or
Committees thereof as well as to the extent of remuneration and/or reimbursement of expenses payable to them for
services rendered to us in accordance with the provisions of the Companies Act and in terms of agreements entered
into with our Company, if any and in terms of our AoA.

Interest of Key Managerial Personnel

126
None of the key managerial personnel has any interest in our Company other than to the extent of the remuneration
or benefits to which they are entitled to as per their terms of appointment, reimbursement of expenses incurred by
them during the ordinary course of business.

Our key managerial personnel may also be deemed to be interested to the extent of Equity Shares that may be
subscribed for and allotted to them, pursuant to this Issue. Such key managerial personnel may also be deemed to be
interested to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares.
None of our key managerial personnel has been paid any consideration of any nature, other than their remuneration
except as stated in the chapter titled ‘Our Management, ‘Capital Structure’ and ’‘Annexure 32: Statement of
Related Parties’ Transactions’ beginning on page no. 121, 56and 174 of this Prospectus.

Details of Service Contracts

Except as stated in the ‘Annexure 32: Statement of Related Parties’ Transactions’ on page no. 174and in the
Chapter titled “Statement of Financial Ineptness” of our Company on page no. 156of this Prospectus, there is no
service contracts entered into with any Directors for payments of any benefits or amount upon termination of
employment. Further, since our Company does not have any subsidiaries or associate companies as on the date of
filing of this Prospectus, our Directors have received remuneration only from our Company.

Bonus or Profit Sharing Plan for the Directors

There is no bonus or profit sharing plan for the Directors of our Company.

Contingent and Deferred Compensation payable to Directors

No Director has received or is entitled to any contingent or deferred compensation as on the date of filing this
Prospectus. Further, there is no contingent or deferred compensation accrued for the year, which is payable to our
Directors as on the date of filing this Prospectus.

Changes in the Board for the last three years

Except as mentioned below, there has been no change in the Board of Directors during the last three (3) years:

 

Sr. Date Of Date Of

 

 

 

No. Name of Director Designation Appointment | Cessation Remarks
L. Mr, Aemaan, Auzer Director 20-10-2017 - Appointed as Director

Lucknowala

. a Additional
2. Mr. Kartikeya Girish Independent Non- 07-08-2018 - Fresh Appointment
Desai ;
Executive Director

Mr. Manish Independent Non- .

3. HeeralalChandak Executive Director | 91-09-2018 - Fresh Appointment

 

Change in Designation
4. Mrs; Rachand Zuzet Managing Director | 16-09-2018 - from Director to

Lucknowala Managing Director

 

Regularization and
5. Mr. Armaan Zuzer Non-Executive 31-08-2018 . Change in Designation
. Lucknowala Director from Director to Non-

Executive Director

 

 

 

 

o | oar | Mar Tae | | acai
a a
8. aie cena Executive Director | 02-12-1994 | 01-03-2019 nena Ae)
ie ae : Fresh Appointment

 

 

 

 

 

 

 

 

127
 

Sr.

Date Of

Date Of

 

 

 

 

 

 

 

 

 

 

 

No. Name of Director Designation Appointment | Cessation Remarks
Additional Non-
Mrs.Mubaraka Kauai Executive .
10. Jaliwala Independent 07-11-2019 - Fresh Appointment
Director
Additional Non-
Mrs.Shehnaz Abid Executive
11. Chanasmawala Independent 07-11-2019 - Fresh Appointment
Director
Additional Non-
Executive ?
12. | Mr.Sameer Prem Bhagat Independent 07-11-2019 - Fresh Appointment
Director
Additional Non-
13, | Mrs-Mubaraka Kaunain Executive 07-11-2019 | 29-12-2020 | Due to pre-occupation
Jaliwala Independent
Director
Additional Non-
Mrs.Shehnaz Abid Executive
14, Chandsinawala Independent 07-11-2019 29-12-2020 Due to pre-occupation
Director

 

128

 
ORGANIZATIONAL STRUCTURE OF THE COMPANY

PO ee BUNT ei
_ DIRECTOR

 

Corporate Governance

Applicable provision of the Companies Act, 2013 with respect to corporate governance and the provisions of the
SEBI (LODR) Regulations, 2015, as amended from time to time, will be applicable to our Company upon the listing
of the Equity Shares with the Stock Exchanges in India.

Our Company is in compliance with the corporate governance code in accordance with Companies Act, 2013, SEBI
(LODR) Regulations, 2015 and SEBI Regulations, as amended from time to time, particularly those relating to
composition of Board of Directors and constitution of committees thereof. The corporate governance framework is
based on an effective independent Board, separation of the Board’s supervisory role from the executive management
team and constitution of the Board Committees, as required under law.

Our Board has been constituted in compliance with the Companies Act and the SEBI Listing Regulations. The
Board functions either as a full board, or through various committees constituted to oversee specific operational
areas.

Composition of Board of Directors

Currently, the Board of Directors of our Company has an optimum combination of executive and non-executive
Directors as envisaged in accordance with Companies Act, 2013 and SEBI (LODR) Regulations, 2015. Our Board
has Six Directors, comprising of one Managing Director, one Executive Director, one Non-Executive Non

Independent Director and three Independent Directors.

Our Company has constituted the following Committees in compliance with the corporate governance norms:

129
1) Audit Committee;

2) Nomination and Remuneration Committee;
3) Stakeholders Relationship Committee; and
4) Sexual Harassment Committee.

Audit Committee

The Audit Committee was re-constituted vide Board resolution dated November 10, 2020, pursuant to section 177 of
the Companies Act, 2013. As on the date of this Prospectus the Audit Committee consists of the following
Directors:

 

 

 

 

 

Name of the Director Designation in the Committee Nature of Directorship
Mr. Manish Heeralal Chandak Member Non - Executive Independent Director
Mr. Kartikeya Girish Desai Member Non - Executive Independent Director
Mrs. Rachana Zuzer Lucknowala Member Managing Director

 

 

 

 

Our Company Secretary and Compliance Officer of the Company, Ms.Namrata Subhashsingh Negiwould act as the
secretary of the Audit Committee.

Set forth below are the scope, functions and the terms of reference of our Audit Committee, in accordance with
Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015.

1) Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and credible.

2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of
the statutory auditor and the fixation of audit fees.

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4) Reviewing, with the management, the annual financial statements before submission to the board for approval,
with particular reference to:
= Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s

report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013
= Changes, if any, in accounting policies and practices and reasons for the same
= Major accounting entries involving estimates based on the exercise of judgment by management
= Significant adjustments made in the financial statements arising out of audit findings
= Compliance with listing and other legal requirements relating to financial statements
= Disclosure of any related party transactions
= Qualifications in the draft audit report.

5) Reviewing, with the management, the half yearly financial statements before submission to the board for
approval

6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in
the offer document//notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in
this matter.

7) Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

8) Approval or any subsequent modification of transactions of the company with related parties;

9) Scrutiny of inter-corporate loans and investments;

10) Valuation of undertakings or assets of the company, wherever it is necessary;

11) Evaluation of internal financial controls and risk management systems;

12) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems.

13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit.

14) Discussion with internal auditors any significant findings and follow up there on.

15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the board.

130
16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern.

17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors.

18) To review the functioning of the Whistle Blower mechanism.

19) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance
function or discharging that function) after assessing the qualifications, experience & background, etc. of the
candidate.

20) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Explanation (i): The term "related party transactions" shall have the same meaning as contained in the Accounting
Standard 18, Related Party Transactions, issued by The Institute of Chartered Accountants of India.

Explanation (ii): If the Issuer has set up an audit committee pursuant to provision of the Companies Act, the said
audit committee shall have such additional functions / features as is contained in this clause.

The Audit Committee enjoys following powers:

a) To investigate any activity within its terms of reference

b) To seek information from any employee

c) To obtain outside legal or other professional advice

d) To secure attendance of outsiders with relevant expertise if it considers necessary

e) The audit committee may invite such of the executives, as it considers appropriate (and particularly the head of
the finance function) to be present at the meetings of the committee, but on occasions it may also meet without
the presence of any executives of the Issuer. The finance director, head of internal audit and a representative of
the statutory auditor may be present as invitees for the meetings of the audit committee.

The Audit Committee shall mandatorily review the following information:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions (as defined by the audit committee), submitted by
management;

c) Management letters / letters of internal control weaknesses issued by the statutory auditors;

d) Internal audit reports relating to internal control weaknesses; and

e) The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by
the Audit Committee.

The recommendations of the Audit Committee on any matter relating to financial management, including the audit
report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee,
reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be
communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of
the Company to provide clarifications on matters relating to the audit.

Quorum and Meetings

The audit committee shall meet at least four times in a year and not more than four months shall elapse between two
meetings. The quorum shall be either two members or one third of the members of the audit committee whichever is
greater, but there shall be a minimum of two independent members present. Since the formation of the committee,
no Audit Committee meetings have taken place.

Stakeholder’s Relationship Committee

The Shareholders and Investors Grievance Committee have been formed by the Board of Directors pursuant to
section 178 (5) of the Companies Act, 2013 at the meeting held on November 10,2020.

As on the date of this Prospectus the Shareholders and Investors Grievance Committee consists of the following:

 

 

 

 

Name of the Director Designation in the Committee Nature of Directorship
Mr. Manish HeeralalChandak Chairman Non - Executive Independent Director
Mr. Kartikeya Girish Desai Member Non - Executive Independent Director
Mr. Armaan Zuzer Lucknowala Member Non - Executive Director

 

 

 

 

 

131
Our Company Secretary and Compliance Officer of the Company, Ms.Namrata Subhashsingh Negiwould act as the
secretary of the Shareholders/ Investors Grievance Committee.

This Committee will address all grievances of Shareholders and Investors in compliance of the provisions of section
178 (5) of the Companies Act, 2013and its terms of reference include the following:

1. Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report,

transfer of Equity Shares;

Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

3. Allotment of shares, monitoring and approving transfers, transmissions, dematerialization, re-materialization,
splitting and consolidation of Equity Shares and other securities issued by our Company, including review of
cases for refusal of transfer/ transmission of shares and debentures;

4. Reference to statutory and regulatory authorities regarding investor grievances;

5. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

6. And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers;
and

7. Carrying out any other function contained in the SEBI (LODR) Regulations as and when amended from time to
time.

fH

Quorum and Meetings

The quorum necessary for a meeting of the Stakeholders Relationship Committee shall be two members or one third
of the members, whichever is greater. The Stakeholder/ Investor Relationship Committee shall meet at least at least
four times a year with maximum interval of four months between two meetings and shall report to the Board on a
quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. Since
the formation of the committee, no Stakeholders Relationship Committee meetings have taken place.

Nomination and Remuneration Committee

The re-constitution of the Nomination and Remuneration Committee was constituted at a meeting of the Board of
Directors pursuant to section 178 of the Companies Act, 2013 held on November 10,2020.

As on the date of this Prospectus the Remuneration Committee consists of the following Directors:

 

 

 

 

Name of the Director De enaton ae Nature of Directorship
Committee
Mr. Kartikeya Girish Desai Chairman Non - Executive Independent Director
Mr. Manish HeeralalChandak Member Non - Executive Independent Director
Mr. Armaan Zuzer Lucknowala Member Non-Executive Director

 

 

 

 

 

Our Company Secretary and Compliance Officer of the Company, Ms.Namrata Subhashsingh Negiwould act as the
secretary of the Nomination and Remuneration Committee.

The scope of Nomination and Remuneration Committee shall include but shall not be restricted to the following:

1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and
other employees;

2) Formulation of criteria for evaluation of Independent Directors and the Board;

3) Devising a policy on Board diversity;

4) Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board their appointment and removal. The
company shall disclose the remuneration policy and the evaluation criteria in its Annual Report;

5) To recommend to the Board, the remuneration packages i.e. salary, benefits, bonuses, perquisites, commission,
incentives, stock options, pension, retirement benefits, details of fixed component and performance linked
incentives along with the performance criteria, service contracts, notice period, severance fees etc. of the
executive directors;

6) To implement, supervise and administer any share or stock option scheme of our Company; and

7) To attend to any other responsibility as may be entrusted by the Board within the terms of reference.

132
Quorum and Meetings

The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members or one
third of the members, whichever is greater. Meeting of the Nomination and Remuneration/Compensation Committee
shall be called by at least seven day’s notice in advance.

Sexual Harassment Committee

The Sexual Harassment Committee was constituted by the Board of Directors at the meeting held on November
10,2020in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

As on the date of this Prospectus the Sexual Harassment Committee consists of the following Directors:

 

 

 

 

 

 

Name of the Director Designation in the Committee Nature of Directorship
Mrs. Phyllis Anthony Polekad Chairman CFO
Mr. Kartikeya Girish Desai Member Non - Executive Independent Director
Ms. Rachana Zuzer Lucknowala Member Managing Director

 

 

 

Our Company Secretary and Compliance Officer of the Company, Ms.Namrata Subhashsingh Negiwould act as the
secretary of the Sexual Harassment Committee.

The scope and function of the Sexual Harassment Committee and its terms of reference shall include the following:

1) To create and maintain an atmosphere in which employees can work together, without fear of sexual
harassment, exploitation or intimidation.

2) Every employee is made aware that the Company is strongly opposed to sexual harassment and that such
behavior is prohibited both by law and by the Company.

3) The committee shall take reasonable steps to ensure prevention of sexual harassment at work which may
include circulating applicable policies and other relevant information to all associates, including to all new
joinees’.

4) Ensure to provide safeguards against false or malicious charges.

5) To discourage and prevent employment-related sexual harassment.

6) To investigate every formal written complaint of sexual harassment.

7) Review the complainant’s complaint in a fair and objective manner.

8) Determine the facts of the case with the individuals concerned and the witnesses, if any, and prepare a report
with the findings.

9) To redress complaints of sexual harassment by taking appropriate remedial measures to respond to any
substantiated allegations of sexual harassment.

10) To protect the interests of the victim, the accused person and others who may report incidents of sexual
harassment, confidentiality will be maintained throughout the investigatory process to the extent practicable and
appropriate under the circumstances.

11) To ensure all records of complaints, including contents of meetings, results of investigations and other relevant
material kept are confidential by the Company except where disclosure is required under disciplinary or other
remedial processes.

12) Be bound in the principle of natural justice and be unbiased in their evaluation.

Quorum and Meetings

The Sexual Harassment Committee is required to meet at least four times in a year and not more than four months
will elapse between two meetings. The quorum will be either two members or one third of the members of the
Sexual Harassment Committee whichever is greater, but there should be a minimum of two independent members
present.

Policy on Disclosures and Internal Procedure for Prevention of Insider Trading

Our Company undertakes to comply with the provisions of Regulation 9 of the SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to time, after listing of our Company's equity shares on the Stock
Exchange in India. Further, Board of Directors have approved and adopted the policy on insider trading in view of
the proposed public issue.

133
Our Company Secretary and Compliance Officer, Ms.Namrata Subhashsingh Negiis responsible for setting forth
policies, procedures, monitoring and adhering to the rules for the prevention of price sensitive information and in the
implementation of the code of conduct under the overall supervision of the Board.

KEY MANAGERIAL PERSONNEL

Our Company is managed by our Board of Directors, assisted by qualified professionals, who are permanent
employees of our Company. Below are the details of the Key Managerial Personnel of our Company:

 

 

 

 

 

 

Agel Exp. | Date of | Compensation
Name Designation | n Qual. In | Appoin | for Last Fiscal evens
< Yrs Yrs tment | (Rs. In Lakhs) mp ey
Mrs. Rachana 5‘ Dipolma in
1. | Zuzer Mansaing 50 Hotel & 24 oe 27.00" z
Lucknowala B.Com
Dipolma in
2, | Mr Zuzer H: CEO 54 Hotel & ag | S808 27.00 -
Lucknowala 2019
B.Com
_ PGD in Sundev
3, | Mrs. Phyllis CFO 49 Finance & ga. | SES 7.20 Appliances
Polekad 2019
B.Com Ltd
Company
Ms.Namrata Secretary 09-12- Abhishek
4. | Subhashsingh and 33 CS&B.Com | 3.6 - Lakhotia &
5 i 2020
Negi Compliance Co.
officer

 

 

 

 

 

 

 

 

 

*please note the compensation includes her remunerations made as a Exective Director

Notes:

+ All of our Key Managerial Personnel mentioned above are on the payrolls of our Company as permanent
employees.

+ There is no agreement or understanding with major shareholders, customers, suppliers or others pursuant to
which any of the above mentioned personnel was selected as a director or member of senior management.

Relationship between Key Managerial Personnel, Promoters and Directors

Except for Mr. Zuzer Hatim Lucknowala and Mrs. Rachana Zuzer Lucknowala being spouse to each other; and Mr.
Armaan Zuzer Luacknowala being their son, none of the other Key Managerial Personnel are related to each other or
Directors and have any other family relationships as per section 2(77) of the Companies Act, 2013.

Arrangement / Understanding with Major Shareholders / Customers / Suppliers

As on the date of this Prospectus,Our Company has no arrangement or understanding with major shareholders,
customers, suppliers or others pursuant to which any of the Directors or Key Managerial Personnel was selected as a
Director or member of senior management.

Remuneration/ Compensation paid to our Key Managerial Personnel

Except as mentioned below, no other current Key Managerial Personnel have received remuneration/ compensation
during the last financial year ended on March 31, 2020 and as on Sept 30, 2020:

134

 
 

 

 

 

 

 

 

 

 

 

 

 

Amount (Rs. In Lakhs)*
Sr. No. Bam or hey Mausseral Designation As on March Oe
Personnel 31,2020 Sept.30,
* 2020
D, Mrs. Rachana Zuzer Lucknowala Managing Director 27.00 2.00
2. Mr. Zuzer Hatim Lucknowala CEO 27.00 2.00
3. Ms. Phyllis Polekad CFO 7.20 1.32
4. % Ms.Namrata Subhashsingh Negi CS & Compliance Officer - :
% The respective KMPwas appointed w.e.f 29.12.2020 hence the remuneration will be paid from the date of
appointment.

* The remuneration paid to the Key Managerial Personnel includes Salary as per provisions contained in section
17(1) of the Income Tax Act, 1961 and excludes a) Value of Perquisites u/s 17(2) of the Income Tax Act, 1961; b)
Profits in lieu of salary under Section 17(3) of the Income Tax Act, 1961; c) Stock Options; d) Sweat Equity; e)
Commission; and f) Retainership fees.

Shareholding of the Key Managerial Personnel other than the Directors

 

 

 

 

 

 

sr. No. of Shares | % of pre-issue
No. Name of the KMP’s Designation held in our paid-up Equity
: Company Share Capital
1. Mrs. Rachana Zuzer Lucknowala Managing Director 19,15,893 46.96
z. Mr. Zuzer Hatim Lucknowala CEO. 19,31,607 47.34
3. | Ms. Phyllis Polekad CFO - -
a Ms.Namrata Subhashsingh Negi CS & Compliance Officer . .
Total 38,47,500 94.30

 

 

 

 

 

Changes in Key Managerial Personnel during the last three years

Following have been the changes in the Key Managerial Personnel during the last three years:

 

 

 

 

 

 

 

 

 

Name Designation | Date Of Appointment _| Date Of Cessation Remarks
Mr. Zuzer Hatim Appointment due to
Lucknowala CEO 08-03-2019 . disqualified w/s 164(2)
Me Zuges- Ham Executive 02-12-1994 01-03-2019 Change in Designation
Lucknowala Director
Mrs. Rachana Zuzer Managing : P
Lvekrowala Director 16-09-2018 - Change in Designation
“i cs &
MeSrbant Compliance 18-04-2019 - Fresh Appointment
Sukhlecha .
Officer
“i cs &
MoAnhant Compliance - 15-04-2020 Resignation
Sukhlecha s
Officer
Ms.Namrata CS &
Subhashsingh Negi Compliance 29-12-2020 - Fresh Appointment
Officer

 

 

 

 

 

 

Interest of Key Managerial Personnel

None of our key managerial personnel has any interest in our Company other than to the extent of the remuneration
or benefits to which they are entitled to as per their terms of appointment, reimbursement of expenses incurred by
them during the ordinary course of business.

Our key managerial personnel may also be deemed to be interested to the extent of Equity Shares that may be
subscribed for and allotted to them, pursuant to this Issue. Such key managerial personnel may also be deemed to be
interested to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares.

None of our key managerial personnel has been paid any consideration of any nature, other than their remuneration.
135
Bonus and/ or Profit Sharing Plan for the Key Managerial Personnel

Our Company does not have any bonus and/ or profit sharing plan for the Key Managerial Personnel. However, Our
Company makes bonus payments to the employees based on their performances, which is as per their terms of
appointment.

Contingent and Deferred Compensation payable to Key Managerial Personnel
None of our Key Managerial Personnel has received or is entitled to any contingent or deferred compensation.
Scheme of Employee Stock Options or Employee Stock Purchase (ESOP/ESPS SCHEME)

Our Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme or any other
similar scheme giving options in our Equity Shares to our employees.

Loans to Key Managerial Personnel
There are no loans outstanding against the Key Managerial Personnel as on the date of this Prospectus.
Payment of Benefits to our Key Managerial Personnel (Non- Salary Related)

Except for the payment of salaries, perquisites and reimbursement of expenses incurred in the ordinary course of
business and as disclosed in ‘Annexure 32: Statement of Related Parties’ Transactions’ under the chapter
‘Financial Statement’ beginning on page no. 174 we do not have any performance linked bonus or profit sharing
plan with any of our Key Managerial Personnel. Further, we have not paid/ given any other benefit to the officers of
our Company, within the two preceding years nor do we intend to make such payment/ give such benefit to any
officer as on the date of this Prospectus.

Service Contracts with Key Managerial Personnel

As on the date of this Prospectus, our Company has not entered into any service contracts with the Key Managerial
Personnel’s.

136
OUR PROMOTERS AND PROMOTER GROUP

The Promoters of our Company are Mr. Zuzer Hatim Lucknowala and Mrs. Rachana Zuzer Lucknowala . As on date
of this Prospectus, our Promoters together hold 38,47,500Equity Shares having face value of Rs. 10 per share and
representing 94.30% of the pre-issue Paid up Capital of our Company.

THE BRIEF PROFILE OF OUR INDIVIDUAL PROMOTERS IS AS FOLLOWS:
MR. ZUZER HATIM LUCKNOWALA

 

Mr. Zuzer Hatim Lucknowala, aged 54 years, is the Promoter and CEO of our
Company. He is a B.Com Graduate and also Diploma holder in Hotel Management.
For about 6 months, he worked as a trainer at Taj hotels as to take experience in all
department. Since 1990-94, he was responsible as a proprietor at Party Cruisers. In
1994, he was a Director in Party Cruisers and as CEO he is responsible for the
production house and back office as well as executing events and making and
promoting brands like Vivaah, Vows, Event Factory and Livespace.

For a complete detail on his appointment as a CEO, Director, experience, positions /
posts held in the past and in the present, other directorships and special achievements,
shareholding, please refer chapter titled “Our Management” on page no. 121 of this
Prospectus.

 

As on the date of this Prospectus, Mr.Zuzer Hatim Lucknowala holds 19,31,607 Equity
Shares representing 47.34 % of the pre-issue paid-up share capital of our Company.

For details of other ventures of Mr. Zuzer H. Lucknowala, please refer “Our Group
Entities” on page no. 144.

 

 

 

 

 

 

 

Pan AAAPL1571B

Adhaar Card No. 5301 0635 1069

Driving License No. MHO01 20100056621

Nationality Indian
802/803 Breezy Heights, Sherly Rajan Road, Rizvi

Address Complex, Bandra West, Mumbai, Maharashtra - 400054,
Maharashtra, India

Other Directorship -DIOS Hotels LLP

 

MRS. RACHANA ZUZER LUCKNOWALA

 

Mrs. Rachana Zuzer Lucknowala, aged 50 years, is Diploma Holder in Hotel
Management from Dadar Catering college and completed her Graduation from
Mumbai University. She has around 24 years of experience in Sales and Marketing in
the Wedding and Corporate Events industry. Under her leadership, PCL Currently, she
is the head of Sales & Marketing. Further, she is responsible for generating revenue of
the company and also monitor the smooth functioning & Executing of events.

For a complete detail on her appointment as a Director, positions / posts held in the
past and in the present, other directorships and special achievements, shareholding,
please refer chapter titled “Our Management” on page no. 121 of this Prospectus.

As on the date of this Prospectus, Mrs. Rachana Zuzer Lucknowala holds
19,15,893Equity Shares representing 46.96% of the pre-issue paid-up share capital of
our Company.

 

For details of other ventures of Mrs. Rachana Zuzer Lucknowala please refer “Our
Group Entities” on page no.144

 

 

 

 

 

 

 

 

Pan AAVPL3146P

AadhaarCard No. 6174 5026 5799

Driving LicenseNo. NIL

Nationality Indian

Address 802/803 Breezy Heights, Sherly Rajan Road, Rizvi

 

 

137
 

Complex, Bandra West, Mumbai, Maharashtra - 400054,
Maharashtra, India

 

 

 

 

Other Directorship - DIOS Hotels LLP

 

 

For details of the build-up of our Promoter’ shareholding in our Company, please see “Capital Structure —
Shareholding of our Promoter” beginning on page no 61 of this Prospectus.

Other Declaration and Confirmations

Our Company hereby confirms that the personal details of our Individual Promoters viz., Permanent Account
Number, Passport Number and Bank Account Number will be submitted to the Stock Exchange at the time of
filing this Prospectus with them.

Our Promoters, members of our Promoter Group, Promoter Group Entities/ Companies confirm that:

- They have not been prohibited from accessing or operating in the capital markets or restrained from buying,
selling or dealing in securities under any order or direction passed for any reasons by the SEBI or any other
authority or refused listing of any of the securities issued by any such entity by any stock exchange in India or
abroad;

They have not been declared as a fugitive economic offender under Section 12 of Fugitive Economic Offenders
Act, 2018;

- They are not a promoters, directors or person in control of any other company which is debarred from accessing
the capital market under any order or directions made by the SEBI;

They have not been identified as a willful defaulter by RBI or any other Government authority; and

There are no violations of securities laws committed by them in the past or any such proceedings are pending
against the them.

Relationship of Promoters with our Directors

Our Promoters- Mr. Zuzer Hatim Lucknowala as CEO and Mrs. Rachana Zuzer Lucknowala as Managing Director
hold directorship in the Company as on the date of filing the Prospectus. For details regarding their directorship and
change in the board for the last three years in our Company, please refer to the chapter titled “Our Management” on
page 121 of this Prospectus.

Except for Our Promoters - Mr. Zuzer Hatim Lucknowala as CEO and Mrs. Rachana Zuzer Lucknowala as
Managing Director being spouse to each other and Mr. Armaan Zuzer Lucknowala being their son and Mr.Firoz
Lucknowala as brother to Mr. Zuzer Lucknowala; none of the other Company‘s Directors and/KMPare related to
each other and have any other family relationships as per section 2(77) of the Companies Act, 2013.

Change in the Management and control of our Company

Our Promoters are the original promoters of our Company and there has been no change in the Promoters,
management or control of our Companying the five years immediately preceding the date of this Prospectus.

Details of Companies / Firms from which our Promoters have disassociated

Except as mentioned below, none of our Promoters have disassociated themselves from any firms or companies in
the last three (3)years preceding this Prospectus.

 

Firm/ Company from which our Promoters

ee aaa have disassociated themselves with

Reasons for Disassociation

 

 

 

 

 

Mr. Zuzer Hatim | Karmaan Hospitality Private Limited Striked Off; disqualified u/s
Lucknowala 164(2)
Glass House Hospitality Private Limited Striked off.

 

 

Common Pursuits of Our Promoters

138
As on the date of this Prospectus, none of our Promoters have objects similar to that of our Company’s business
except M/s DIOS Hotels LLP (Liability Partnership)which have common pursuits and are engaged in the business
similar to that carried out by our Company.

Further, as on the date of filing this Prospectus, we do not have any non-compete agreement/arrangement with any
of our Group Entities, currently. Such a conflict of interest may have adverse effect on our business and growth. We
shall adopt the necessary procedures and practices as permitted by law to address any conflict situations, as and
when they may arise.

For details of our members forming a part of our Promoter Group and Prompter Group Company/entities, please
refer to Section titled “Our Promoter Group and Group Companies / Entities” on page no.137 and 144 and
‘Annexure 32: Statement of Related Parties’ Transactions’ in the chapter titled ‘Restated Financial Statement’
beginning on page no. 174of this Prospectus.

Interest of Promoters

Interest in promotion of Our Company

Our Promoters together hold 38,47,500Equity Shares aggregating to94.30% of pre-issue Equity Share Capital in our
Company.

Some of our Promoters are interested to the extent that they have promoted our Company and to the extent of their
shareholding and directorship in our Company& dividend payable thereon, if any and the shareholding of their
relatives in our Company and the dividend declared and due, if any, and employment related benefits paid by our
Company. For details regarding shareholding of our Promoters in our Company, please refer to the chapters titled
“Capital Structure” and “Our Management” on page no. 56 and 121, respectively of this Prospectus.

Our Promoters may be interested to the extent of unsecured loans granted to our Company, if any. Further, our
Promoters may also interested to the extent of loans, if any, taken by them or their relatives or taken by the
companies/ firms in which they are interested as Directors/Members/Partners. Further, they may be deemed to be
interested to the extent of transactions carried on / payment made by our Company to the proprietorship firm /
partnership firm / companies in which they may act as a Proprietor/ Partner / Promoter and/or Directors. For further
details, please refer to ‘Annexure 32: Statement of Related Parties’ Transactions’ in the chapter titled ‘Restated
Financial Statement’ beginning on page no. 174of this Prospectus.

Some of our Promoters are also interested in our Company to the extent of being executive Directors of our
Company and the remuneration and reimbursement of expenses payable to them in such capacities. For further
details in this regard, please refer chapter titled “Our Management” on page no. 121 of this Prospectus.

Some of our Promoters are also Directors on the Board, Promoters and Shareholders of certain Promoter Group
Entities/ Companies and may be deemed to be interested to the extent of the payments made by our Company, if
any, to these Promoter Group Companies and to the extent of their shareholding in our Group Companies with
which our company transacts during the course of its operations.

Our Promoters are the Directors of our Company and may be deemed to be interested to the extent of remuneration
and/ or reimbursement of expenses payable to them for services rendered to us in accordance with the provisions of
the Companies Act and in terms of the agreements entered into with our Company, if any and AoA of our Company.
For details refer to the chapter titled “Our Management”, “Financial Statements” and “Capital Structure”
beginning on page nos. 121, 149 and 56 respectively of this Prospectus.

Experience of our Promoter in the business of our Company

For details in relation to experience of our Promoter in the business of our Company, see Chapter “Our
Management “beginning on page no. 121 of this Prospectus.

139
Interest in the property of Our Company

Except as disclosed in the chapters titled “Our Business “beginning on page no. 95and ‘Annexure 32: Statement of
Related Parties’ Transactions’ in the chapter titled ‘Restated Financial Statement’ beginning on page no. 1740f
this Prospectus, our Promoters do not have any interest in any property acquired two years prior to the date of this
Prospectus.

Further, our Promoters are not currently interested in any transaction with our Company involving acquisition of
land, construction of building or supply of any machinery.

Our promoter may be interested in rent being paid by our Company to certain relatives of promoter who owns the
registered office being occupied by the Company. For further details please see “Our Business” and “Financial
Statements” beginning on page nos. 95 and 149 of this Prospectus.

Interest in transactions involving acquisition of land

As on the date of this Prospectus, except as disclosed in ‘Annexure 32: Statement of Related Parties’
Transactions’ in the chapter titled ‘Restated Financial Statement’ beginning on page no. 149of this Prospectus, our
Promoters do not have any interested in any property or in any transaction involving acquisition of land,
construction of building or supply of any machinery by our Company.

Interest as a creditor of Our Company

Except as stated in the ‘Annexure 32: Statement of Related Parties’ Transactions’ in the chapter titled ‘Restated
Financial Statement’ beginning on page no. 149 of this Prospectus our Company has not availed any loans from the
Promoters of our Company as on the date of this Prospectus.

Interest as Director of our Company

Our Promoters- Mr. Zuzer Hatim Lucknowala as CEO and Mrs. Rachana Zuzer Lucknowala as Managing Director
hold directorship in the Company as on the date of filing the Prospectus. For details regarding their directorship and
change in the board for the last three years in our Company, please refer to the chapter titled “Our Management” on
page 121 of this Prospectus.

Except as stated in ‘Annexure 32: Statement of Related Parties’ Transactions’ in the chapter titled ‘Restated
Financial Statement’ beginning on page no. 149o0f this Prospectus and shareholding of our Promoters in our
Company in the chapter titled “Capital Structure” beginning on page no. 56 of this Prospectus, our Promoters do
not have any other interest in our company.

Interest as members of our Company

Our Promoters are interested to the extent of their shareholding, the dividend declared in relation to such
shareholding, if any, by our Company. For further details in this regard, please refer chapter titled “Capital
Structure” beginning on page no. 56 of this Prospectus.

Our Company has neither made any payments in cash or otherwise to our Promoter or to firms or companies in
which our Promoter is interested as members, directors or promoter nor have our Promoter been offered any
inducements to become directors or otherwise to become interested in any firm or company, in connection with the
promotion or formation of our Company otherwise than as stated ‘Annexure 32: Statement of Related Parties’
Transactions’ beginning on page no. 174 of the chapter titled ‘Financial Statements beginning on page no. 149 of
this Prospectus.

Other Ventures of our Promoters of Our Company

Except as disclosed in the chapter titled Promoters and Group Companies’ beginning on page no.137 and 144 of
this Prospectus, there are no other ventures of our Promoters in which they have any other business interests/other
interests.

Payment or Benefit to Promoters of Our Company

140
Save and except as stated otherwise in ‘Annexure 32: Statement of Related Parties’ Transactions’ in the chapter
titled ‘Restated Financial Statement’ beginning on page no. 149 of this Prospectus, no payment has been made or
benefit given or is intended to be given to our Promoters in the two years preceding the date of this Prospectus.

Related Party Transactions

For details of related party transactions entered into by our Promoters, members of our Promoter Group and our
Company, please refer to ‘Annexure 32: Statement of Related Parties’ Transactions’ on page no. 174 of the
chapter titled ‘Financial Statement’ beginning on page no. 149 of this Prospectus.

Guarantees

Our Promoter(s) have not given personal guarantees, respectively, towards financial facilities availed from Bankers
of our Company; therefore, they are not interested to the extent of the said guarantees. For details, please refer to
‘Statement of Financial Ineptness’ on page no. 156 of the chapter titled ‘Financial Statement beginning on page
no. 149 of this Prospectus

Except as stated in the ‘Statement of Financial Ineptness’ on page no. 156 of the chapter titled ‘Financial

Statement beginning on page no. 139 of this Prospectus, respectively, there are no material guarantees given by the
Promoters to third parties with respect to specified securities of the Company as on the date of this Prospectus.

Litigation details pertaining to our Promoters

For details of legal and regulatory proceedings involving our Promoters, please refer chapter titled “Outstanding
Litigation and Material Developments” beginning on page 188 of this Prospectus.

OUR PROMOTER GROUP
In addition to the Promoters named above, the following natural persons are part of our Promoter Group:
1) Natural Persons who are part of the Promoter Group

As per Regulation 2(1) (pp) of the SEBI (ICDR) Regulations, 2018, the natural persons who are part of the Promoter
Group (due to their relationship with the Promoters), other than the Promoters, are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Relationship with Promoters Mr. Zuzer H. Lucknowala Mrs. Rachana Zuzer Lucknowala
Father Mr. Hatim Mohammedali | Mr. Satpal Chetandas Minocha

Lucknowala
Mother Mrs. Mariam Hatim Lucknowala Mrs. Rita Satpal Minocha
Spouse Mrs. Rachana Zuzer Lucknowala Mr. Zuzer Hatim Lucknowala
Brother Mr. Firoz Hatim Lucknowala Mr. Vineet Satpal Minocha

Mr. Elyas Hatim Lucknowala :
Sister - Mrs.Mamta Deepak Malkani
Son Mr. Armaan Zuzer Lucknowala Mr. Armaan Zuzer Lucknowala
Daughter - :
s : Mr. Satpal Chetandas Minocha Mr. Hatim Mohammedali

pouse’s Father Luck 1
ucknowala
Spouse's Mother Mrs. Rita Satpal Minocha Mrs. Mariam Hatim Lucknowala
% i ¥ Mr. Firoz Hatim Lucknowala

Spouse’s Brother(s) Mr. Vineet Satpal Minocha Mr. Elyas Hatim Lucknowala
Spouse's Sister(s) Mrs. Mamta Deepak Malkani -

 

 

 

2) As per Regulation 2(1) (pp) (iv) of the SEBI (ICDR) Regulations, 2018, Companies/ Corporate Entities,
Firms, Proprietorships and HUFs which form part of our Promoter Group are as follows:

As per the extent of information available in relation to our Promoter group, there are no companies, firms,
proprietorships and HUF’s forming part of our Promoters group as on date of this Prospectus except mentioned

below: -

141
 

Sr. No. Name of the Promoter Entities/Company

 

 

 

1. M/s. DIOS Hotels LLP (Liability Partnership)

 

 

Common Pursuits/Conflict of Interest

As on the date of this Prospectus, none of our Group Entities have objects similar to that of our Company’s business
except M/s DIOS Hotels LLP (Liability Partnership); which has any common pursuits and are engaged in the
business similar to that carried out by our Company.

Further, currently we do not have any non-compete agreement/arrangement with any of our Group Entities. Such a
conflict of interest may have adverse effect on our business and growth. We shall adopt the necessary procedures
and practices as permitted by law to address any conflict situations, as and when they may arise.

Details of Common Pursuits between our Company and Our Promoter Group Companies/ Entities:

For details of related party transactions with our Promoter and Promoter Group Companies/ Entities, please refer
‘Annexure 32: Statement of Related Parties’ Transactions’ on page no. 149 and ‘Annexure 04: Significant
Accounting Policies and notes on thereon’ on page no. 156 of the chapter titled ‘Financial Statement beginning on
page no.149.

For details on the shareholding of our Promoter Companies/ Entities in our Company, please chapter titled “Capital
Structure” beginning on page no.56 of this Prospectus.

For more information, please refer “Risk Factors” on page no. 21, “Our Management” on page no. 121 and
“Financial Statements” on page no. 149.

Group Entities/ Companies from which the Promoters have disassociated themselves in last 3 (three) years

Our Promoters have not disassociated themselves from any of our Group Entities/ Companies in which they are
promoters, in last three years. Further, none of the Group Entities/ Companies are defunct and no application has
been made to the Registrar of Companies for striking off the name of any of the Group Entities/ Companies during
the five years preceding the date of this Prospectus.

In the promotion of our Company

None of the Group Entities/ Companies has any interest in the promotion of our Company except as disclosed in the
section titled “Financial Statements” beginning on page no. 149 of this Prospectus and to the extent of their
shareholding in our Company.

In the properties acquired by our Company

None of the Group Entities/ Companies has any interest in the properties acquired by our Company within the three
years of the date of filing this Prospectus or proposed to be acquired by our Company except as disclosed in the
section titled “Financial Statements” beginning on page no. 149 of this Prospectus.

Payment or benefit to our Group Entities/ Companies

Except as stated otherwise in ‘Annexure 32: Statement of Related Parties’ Transactions’ on page no. 174 of the
chapter titled ‘Financial Statement beginning on page no.149 of this Prospectus, there has been no payment or
benefits to our Group Entities/ Companies during the two years prior to the filing of this Prospectus.

Related business transactions between our Company and the Group Companies/Entities and its significance on
the financial performance of Our Company

For details, please refer to Annexure 32: Statement of Related Parties’ Transactions’ on page no.174 of the chapter
titled ‘Restated Financial Statements’ beginning on page no. 149of this Prospectus.

Business interests of Group Companies/ Entities and/or Subsidiaries and/or Associate Companies in our
Company

142
None of the Group Companies/ Entities and/or Subsidiaries and/or Associate Companies have any interests in the
business of our Company or interest of any other nature as on the date of this Prospectus, other than as disclosed in
‘Annexure 32: Statement of Related Parties’ Transactions’ on page no.174 of the chapter titled ‘Restated
Financial Statements’ beginning on page no. 149 of this Prospectus.

Sale/purchase between Our Company and Group Companies

For any other details relating to sales or purchases between our Company and any of our Group entities, please refer
to ‘Annexure 32: Statement of Related Parties’ Transactions’ on page no.174 of the chapter titled ‘Restated
Financial Statements’ beginning on page no. 149 of this Prospectus.

Defunct/ Sick Companies/ Winding up of our Group Entities/ Companies

None of our Group Entities/ Companies has been declared as

- Asick company under the Sick Industrial Companies (Special Provisions) Act, 1985;

- A defunct and no application has been made to the Registrar of Companies for striking off the name of our
Group Company during the (5)five years preceding the date of this Prospectus.

Further, there are no winding up proceedings against any of our Group Entities/ Companies.
Litigation

For details relating to legal proceedings involving our Group Companies/Entities, if any, please refer to the chapter
titled 'Outstanding Litigations and Material Developments' beginning on page no. 188 of this Prospectus.

Confirmations/ Undertaking

None of our individual members forming a Promoter Group or Group Companies/Entities or person in control of our
Company:

- Has been prohibited from accessing or operating in the capital market or restrained from buying, selling or
dealing in securities under any order or direction passed by SEBI or any other authority; or

- Has been refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad;
or

- Has a negative net worth as of the date of the respective last audited financial statements; or

- Has been debarred from accessing the capital markets under any order or direction passed by the SEBI or any
other authority; or

- Has not been declared as a fugitive economic offender under Section 12 of Fugitive Economic Offenders Act,
2018; or

- Has not been identified as a willful defaulter by RBI or any other Government authority; or

- Has not committed any violations of securities laws in the past or does not any such proceedings that are pending
against them.

Further, neither our Promoters nor the relatives of our individual Promoters (as defined under the Companies Act)
have been declared as a willful defaulter by the RBI or any other government authority and there are no violations of
securities laws committed by them or any entities they are connected with in the past and no proceedings for
violation of securities laws are pending against them.

143
OUR GROUP COMPANIES/ ENTITIES

As per the SEBI ICDR Regulations, 2018, for the purpose of identification of Group Companies, our Company has
considered those companies as our Group Companies which is covered under the applicable accounting standard
(AS-18) issued by the Institute of Chartered Accountants of India such other companies as considered material by
our Board.

Pursuant to a Board resolution dated November 10, 2020, the Board formulated a policy with respect to companies
which it considered material to be identified as group companies. Our Board has approved that all companies which
are identified as related parties in accordance with Accounting Standards 18 as per the Restated Financial
Statements are identified as group entities.

Accordingly, in terms of the SEBI Regulations and in terms of the policy of materiality defined by the Board
pursuant to its resolution dated November 10, 2020, our Group Companies includes:

1) Such Company forms part of the Promoter Group of our Company in terms of Regulation 2(1)(pp) of
the SEBI Regulations, 2018;

2) Those companies disclosed as related parties in accordance with Accounting Standard (“AS 18”) issued by the
Institute of Chartered Accountants of India, in the Restated Financial Statements of the Company for the last five
financial years and

3) All companies forming part of the Related Party Transactions, with whom our Company has entered into one or
more transactions during any of the last three fiscals such that the transaction value with our Company in any of
the aforementioned fiscals / period exceeds 10% of the total revenue of our Company in the respective fiscals /
period.

Further, companies which have been disclosed as related parties in the Restated Financial Statements of our
Company for the last five financial years, and which are no longer associated with our Company have not been
disclosed as Group Companies.

Except as specified under the section “Our Promoter and Promoter Group” beginning on page no. 108of this
Prospectus, there are no companies which are considered material by the Board to be identified as a group company.
No equity shares of our Group Companies are listed on any stock exchange and none of them have made any public
or rights issue of securities in the preceding three years.

Based on the above and as on the date of this Prospectus, except for the table mentioned below, there are no other
companies have been identified as group companies of our company.

M/s. DIOS Hotels LLP (Liability Partnership)

The detail of our group company is as follows:

 

Pan Card No. :AAHFD9111G

 

Firm Registration No. : AAA-4138 DATED 18.3.2011

 

Date of Incorporation p483-201

 

Registered Office Address : 303-305 Simran Plaza, Khar (West), Mumbai Maharashtra 400050

 

: There are 3 partners-

1. Mr. ZuzerHatimLucknowala
Name of the Partner’s
2. Mrs.RachanaZuzerLucknowala

 

 

3. Mr.Armaan ZuzerLucknowala

 

 

144
 

Main Objective of the
Partnership Firm

 

 

: Food and Beverages business

 

 

Interest of our Promoters in DIOS Hotels LLP(DHL)

Our Promoters, Mr. Zuzer Hatim Lucknowala and Mrs. Rachana Zuzer Lucknowala have 99% and 0.50% of profit
sharing in the Partnership Firm.

Financial Information of DHL:

The brief financial details of DHL derived from its audited financial statements, for Fiscals 2019, 2018 and 2017 are
set forth below:

 

 

 

 

 

 

 

(Rs.)
Pardiculars As at March 31,
2020 2019 2018
Capital of the Firm 0 (73,59,011) (67,59,011)
Income including other income 0 0 37,66,929
Less: Expenses 345 0 47,56,198
Profit/ (Loss) after tax (345) 0 (23,96,483)

 

 

 

 

 

Changes in the Management and Control in Partnership Firm

Except for Mr. Armaan Zuzer Lucknowala being added as a Partner w.e.f. January 24, 2019, there is no other
change in the management and control in the partnership firm.

Other Interest of our Promoter in Partnership Firm

As on the date of filing this Prospectus, the details of other interest of our Promoter in DHL - Partnership Firm is as
follows:

- Two of the Partners of DHL i.e. Mr. Zuzer Hatim Lucknowala and Mrs. Rachana Zuzer Lucknowala are also
the Promoters of our Company.

- Two of the Partners of DHL i.e. Mr. Zuzer Hatim Lucknowala and Mrs. Rachana Zuzer Lucknowala have
business interest in our company i.e. to the extent of sales, purchase and revenue earned and to the extent of the
property leased out to our company. For details on Related Party Transactions of our Company with DHL-
Partnership Firm, please refer to ‘Annexure 31: Statement of Related Parties’ Transactions’ on page no.174
of the chapter titled ‘Restated Financial Statements’ beginning on page no. 149 of this Prospectus.

Other Disclosures relating to the Partnership Firm as the date of filing this Prospectus:
= There are no defaults in meeting any statutory/bank/institutional dues.
= No proceedings have been initiated for economic offences against DHL - Partnership Firm.

= No application has been made for striking off the name of DHL - Partnership Firm nor has it been declared as a
Defunct Firms.

= The DHL- Partnership Firm are not prohibited from accessing the capital markets for any reasons by the SEBI
or any other authorities.

= Except as disclosed in chapters titled “Capital Structure”, “Our Business”, “Our Management” and in
‘Annexure 31: Statement of Related Parties’ Transactions’ in the chapter titled ‘Restated Financial
Statement’ beginning on page nos. 56, 95, 121, 174 respectively of this Prospectus; DHL - Partnership Firm is.
not

145
Interested in the promotion of our Company;

Interested in the properties acquired or proposed to be acquired by our Company in the three years preceding
the filing of Prospectus;

Interested in any transaction for acquisition of land, construction of building or supply of machinery;
Interested in the business of our Company or interested of any other nature as on the date of this Prospectus;

There has been no payment of benefits to DHL- Partnership Firm made by our Company since its
incorporation till filing of this Prospectus.

146
RELATED PARTY TRANSACTIONS
For details on Related Party Transactions of our Company, please refer to ‘Annexure 32: Statement of Related

Parties’ Transactions’ on page no.174 of the chapter titled ‘Restated Financial Statements’ beginning on page no.
149of this Prospectus.

147
DIVIDEND POLICY

Under the Companies Act, 2013, our Company can pay dividends upon a recommendation by our Board of
Directors and approval by a majority of the shareholders at the General Meeting at their discretion and will depend
on a number of factors, including the results of operations, earnings, capital requirements and surplus, general
financial conditions, contractual restrictions, applicable Indian legal restrictions and other factors considered
relevant The shareholders of our Company have the right to decrease not to increase the amount of dividend
recommended by the Board of Directors. The dividends may be paid out of profits of our Company in the year in
which the dividend is declared or out of the undistributed profits or reserves of previous fiscal years or out of both.

The Articles of Association of our Company also gives the discretion to our Board of Directors to declare and pay
interim dividends. However, Our Company does not have any formal dividend policy for the Equity Shares. The
declaration and payment of dividend will be recommended by our Board of Directors and approved by the
shareholders of our Company at their discretion and will depend on a number of factors, including the results of
operations, earnings, capital requirements and surplus, general financial conditions, applicable Indian legal
restrictions and other factors considered relevant by our Board of Directors.

Dividends are payable within 30 days of approval by the Equity Shareholders at the annual general meeting of our
Company. When dividends are declared, all the Equity Shareholders whose names appear in the register of members
of our Company as on the “record date” are entitled to be paid the dividend declared by our Company. Any Equity
Shareholder who ceases to be an Equity Shareholder prior to the record date, or who becomes an Equity Shareholder
after the record date, will not be entitled to the dividend declared by our Company.

Our Company has not declared and/or paid any dividend on equity shares since its incorporation.

148
To,

SECTION IX - FINANCIAL STATEMENTS

INDEPENDENT AUDITOR’S REPORT ON THE
RESTATED FINANCIAL STATEMENTS OF
PARTY CRUISERS LIMITED

The Board of Directors,

PARTY CRUISERS LIMITED,
303/304/305, Simran Plaza, Khar 4th Road,
Next to Regal Enclave Hotel,

Khar (West), Mumbai — 400 052,
Maharashtra, India

Sub.: Public Issue of 15,20,000Equity Shares of face value of Rs. 10.00 each for cash at a price of Rs. 51/-

(Including Share Premium of Rs. 41/- per Equity Share) per Equity Share aggregating Rs. 775.20/-
Lakhs through the fixed price route

Dear Sirs,

yy

2)

3)

We have examined the attached Restated Summary Statements and Other Financial Information of PARTY
CRUISERS LIMITED,(Hereinafter referred to as “the Company”) described below and annexed to this
report for the Quarter ending on September 2020 and financial year ended on March 31, 2020, 2019, 2018
based on the audited financial statements for the Quarter ending on September 2020 and financial year ended on
March 31, 2020, 2019, 2018, (collectively referred to as the “Restated Summary Statements” or “Restated
Financial Statements”) of the Company as duly approved by the Board of Directors of the Company.

The said Restated Financial Statements and other Financial Information have been examined and prepared for
the purpose of inclusion in the Prospectus / Prospectus (collectively hereinafter referred to as “Offer
Document”) in connection with the proposed Initial Public Offering (IPO) on EMERGE platform of NSE of the
company taking into consideration the followings and in accordance with the following requirements of:

¢ Section 26 of Part I of Chapter III to the Companies Act, 2013(“the Act”) read with Companies (Prospectus
and Allotment of Securities) Rules 2014,as amended from time to time;

¢ The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements Regulations),
2018 (the ‘SEBI ICDR Regulations’) as amended from time to time in pursuance of Section 11 of the
Securities and Exchange Board of India Act,1992;

« The Guidance Note on Reports in Company Prospectus / Prospectus (Revised) issued by the Institute of
Chartered Accountants of India (“ICAI”) (“Guidance Note”);

¢ The applicable regulation of SEBI (ICDR) Regulations, 2018, as amended, and as per Schedule VI (Part A)
(11) (ID) of the said Regulations; and

¢ The terms of reference to our engagement letter with the company dated December 28, 2018 requesting us
to carry out the assignment, in connection with the proposed Initial Public Offering of equity shares on
EMERGE platform of NSE (“IPO” or “SME IPO”).

These Restated Standalone Financial Information (included in Annexure 1 to 32) have been extracted by the
Management of the Company from:

The Company’s Financial Statements for the Quarter ending on September 2020 and financial year ended on
March 31, 2020, 2019, 2018 which have been approved by the Board of Directors at their meeting held on
respectively and books of accounts underlying those financial statements and other records of the Company, to
the extent considered necessary for the preparation of the Restated Financial Statements, are the responsibility
of the Company’s Management. The Financial Statement of the Company for the Quarter ending on September
2020 Period ended 31“March 2020 which has been limited reviewed has been audited by Ramanand&
Associates, Chartered Accountants and for the financial year ended March 2018 has been audited by M/s
J.J.Desai& Associates, Chartered Accountants, as statutory auditors and they had issued unqualified reports for
these years.

149
4)

5)

In accordance with the requirement of Section 26 of the Companies Act, 2013 read with Companies(Prospectus
and Allotment of Securities) Rules 2014, the SEBI Regulations, the Guidance Note, as amended from time to
time and in terms of our engagement agreed with you, we further report that:

(a) The Restated Statement of Assets and Liabilities as at Quarter ending on September2020,period ended
March 31, 2020, 2019, March 31, 2018,examined by us, as set out in Annexure 1 to this report, is prepared
by the Company and approved by the Board of Directors. These Restated Summary Statement of Assets
and Liabilities, have been arrived at after making such adjustments and regroupings to the individual
financial statements of the Company, as in our opinion were appropriate and more fully described in
Significant Accounting Policies and Notes to Accounts as set out in Annexure 4 & 4.1 to this Report.

(

The Restated Statement of Profit and Loss of the Company for Quarter ending on September2020,
period ended March 31, 2020, 2019 and year ended March, 2018, examined by us, as set out in Annexure 2
to this report, is prepared by the Company and approved by the Board of Directors. These Restated
Summary Statement of Profit and Loss, have been arrived at after making such adjustments and
regroupings to the individual financial statements of the Company, as in our opinion were appropriate and
more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure 4 &
4.1 to this Report.

(c) The Restated Statement of Cash Flows of the Company for the Quarter ending on September 2020 period
ended March 31, 2020 and year ended March 31, 2019, 2018, examined by us, as set out in Annexure 3 to
this report, is prepared by the Company and approved by the Board of Directors. These Restated Summary
Statement of Cash Flows, have been arrived at after making such adjustments and regroupings to the
individual financial statements of the Company, as in our opinion were appropriate and more fully
described in Significant Accounting Policies and Notes to Accounts as set out in Annexure 4 & 4.1 to this
Report.

As a result of these adjustments, the amounts reporting in the above-mentioned statements are not necessarily
the same as those appearing in the audited financial statements of the Company for the relevant financial years.

Based on the above, as per the reliance placed by us on the audited financial statements of the Company and
report thereon given by the Statutory Auditor of the Company for the financial Quarter ending on September
2020 period ended March 31,2020 and year ended March 31, 2019, 2018, and to the best of our information and
according to the explanation given to us, we are of the opinion that Restated Financial Statement:

(a) Have been made after incorporating adjustments for the changes in accounting policies retrospectively in
respective financial years to reflect the same accounting treatment as per the changed accounting policies
for all the reporting periods based on the significant accounting policies adopted by the Company as on
Quarter ending on September 2020.

(

have been made after incorporating adjustments for prior period and other material amounts, if any, in the
respective financial years to which they relate to;

(c) do not contain any extra ordinary items that need to be disclosed separately other than those presented in
the Restated Financial Statement and do not contain any qualification requiring adjustments;

(d

There were no qualifications in the Audit Reports issued by the Statutory Auditors for the financial from
Quarter September 2020, March 31,2019 and year ended March 31, 2018, which would require adjustments
in this Restated Financial Statements of the Company;

(e) Profits and losses have been arrived at after charging all expenses including depreciation and after making
such adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in
accordance with the Significant Accounting Polices and Notes to Accounts as set out in Annexure 4 to this
report;

150
6)

(f) Adjustments in Restated Summary Statements have been made in accordance with the correct accounting
policies,

(g) There was no change in accounting policies, which needs to be adjusted in the Restated Summary
Statements;

(h) There are no revaluation reserves, which need to be disclosed separately in the Restated Financial
Statements;

(i) The Company has not paid any dividend since its incorporation.

We have also examined the following other Restated Financial Information as set out in the respective
Annexure to this report and forming part of the Restated Financial Statement, prepared by the management of
the Company and approved by the Board of Directors on 29"" December 2020 relating to the company for the
Quarter ending on September 2020, Period ended March 31,2020 and year ended March 31, 2019,
2018,proposed to be included in the Draft Prospectus / Prospectus (“Offer Document”) for the proposed IPO:

1. Statement of Share Capital and Reserves & Surplus, as restated in Annexure 05 to this report.

2. Statement of Long Term Borrowings as restated in Annexure 06 to this report.

3. Statement of Long Term Provisions as restated in Annexure 07 to this report

4. Statement of Short Term Borrowings as restated in Annexure 08 to this report.

5. Statement of Trade Payables as restated in Annexure 09 to this report.

6. Statement of Current Liabilities as restated in Annexure 10 to this report.

7. Statement of Short Term Provisions as restated in Annexure 11to this report.

8. Statement of Fixed Assets as restated in Annexure 12 to this report.

9. Statement of Non-Current Investments as restated in Annexure 13 to this report.

10. Statement of Long Term Loans and Advances as restated in Annexure 14 to this report.

11. Statement of Deferred Tax Asset /(Liabilities) as restated in Annexure 15to this report.

12. Statement of Current Investment as restated in Annexure 16 to this report.

13. Statement of Inventory as restated in Annexure 17 to this report.

14. Statement of Trade Receivables as restated in Annexure 18 to this report.

15. Statement of Cash and Cash Equivalents as restated in Annexure 19 to this report.

16. Statement of Short term loans and advances as restated in Annexure 20 to this report.

17. Statement of other current assets as restated in Annexure 21 to this report

18. Statement of Revenue from Operations as restated in Annexure 22 to this report.

19. Statement of Other Income as restated in Annexure 23 to this report.

20. Statement of Cost of purchases of services and materials as restated in Annexure 24to this report.

21. Statement of Employee Benefit Expenses as restated in Annexure 25 to this report.
151
22. Statement of Finance Costs restated in Annexure 26 to this report.

23. Statement of Other Expenses as restated in Annexure 27 to this report.

24, Statement of Dividend Declared as restated in Annexure 28to this report.

25. Statement of Capitalization as restated in Annexure 29 to this report.

26. Statement of Tax Shelters as restated in Annexure 30 to this report.

27. Statement of Contingent Liabilities as restated in Annexure 311o this report.

28. Statement of Related Party Transactions as restated in Annexure 32 to this report.
29. Other Financial Information as restated in Annexure 33 to this report.

We, Ramanand& Associates, Chartered Accountants have been subjected to the peer review process of the
Institute of Chartered Accountants of India (“ICAI”) and hold a valid peer review certificate Number 009474
dated January 11, 2017issued by the “Peer Review Board” of the ICAI.

The preparation and presentation of the Financial Statements referred to above are based on the Audited
financial statements of the Company and are in accordance with the provisions of the Act and ICDR
Regulations. The Financial Statements and information referred to above is the responsibility of the
management of the Company.

This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports
issued by us, nor should this report be construed as an opinion on any of the Standalone Financial Information
referred to herein.

We have no responsibility to update our report for events and circumstances occurring after the date of the
report.

In our opinion, the above Restated Financial Statements contained in Annexure 1 to 33tothis report read along
with the ‘Significant Accounting Policies and Notes to the Restated Standalone Financial Statements’ appearing
in Annexure 4 after making adjustments and regrouping/reclassification as considered appropriate and have
been prepared in accordance with the provisions of Section 26 of the Companies Act, 2013 read with the
Companies (Prospectus and Allotment of Securities) Rules 2014, to the extent applicable, the SEBI
Regulations, the Guidance Note issued in this regard by the ICAI, as amended from time to time, and in terms
of our engagement agreed with you.

Our report is intended solely for use of the Management and for inclusion in the offer documents in connection
with the proposed SME IPO of equity shares of the Company and is not to be used, referred to or distributed for
any other purpose except with our prior written consent.

For Ramanand& Associates
Chartered Accountants
Firm Registration No.: 117776W

Name:Ramanand Gupta
Membership No.103975
Partner

Place: Mumbai
Date:29/12/2020
UDIN:21103975AAAAAE2486

152
ANNEXURE 01

STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Rs. In Lakhs)
Annexure 30" 31" ai 31%
Particulars nos. September, March, March, March,
2020 2020 2019 2018
Equity & Liabilities
Shareholders' Funds
Share Capital 5 408 408 405 5
Share Application Mone} 0 0 0 0
Reserve & Surplus 5 541.06 518.12 401.53 608.08
Total (A) 949.06 926.12 806.53 613.08
Non-Current Liabilities
Long Term Borrowings 6 6.92 7.45 13.67 31.51
Deferred Tax Liabilities (Net) 0 0 0 0
Long Term Provisions iD 33.16 32.25 23.06 24.08
Total (B) 40.08 39.70 36.72 55.58
Current Liabilities
Short Term Borrowings 8 74.63 93.97 18.99 18.93
Trade Payables 9 59.31 51.79 160.11 159.91
Other Current Liabilities 10 26.28 96.14 155.48 157.02
Short Term Provisions 11 20.08 19.98 16.52 9.61
Total (C) 180.30 261.88 351.10 345.46
Total (D=A+B+C) - TOTAL 1169.44 1227.70 1194.35 1014.12
LIABILITIES
Fixed Assets
Tangible Asset 12 110.44 124.43 80.44 100.09
Intangible Asset 0 0 0 0
Non-Current Investments 13 0 0 0 0
Long Term Loans & Advances 14 459.94 512.05 471.75 448.12
Other Non-Current Assets 0 0 0 0
Deferred Tax Assets 15 29.6 31.70 19.95 16.60
Total (E) 599.98 668.18 572.14 564.81
Current Assets
Current Investments 16 106.73 46.15 57.83 0
Inventories 17 96.04 114.83 14.19 5.45
Trade Receivables 18 161.07 121.11 279.30 235.03
Cash & Bank Balances 19 44.96 108.80 188.02 137.18
Short Term Loans & Advances 20 106.08 141.42 64.41 52.39
Other Current Assets 21 54.59 27.23 18.46 19.25
Total (F) 569.47 559.54 622.21 449.30
Total (G=E+F) - TOTAL ASSETS 1169.44 1227.70 1194.35 1014.12

 

153

 
ANNEXURE 03

STATEMENT OF CASH FLOWS, AS RESTATED

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annexure 30" le 2 :
Particulars nos. September, March, ae aoe oan or rarch,
2020 2020
A. Cash Flows From Operating
Activities
Net Profit before Tax 34.32 132.6 283.11 206.35
Adjustments for:
Depreciation 13.98 24.30 23.99 27.73
Share Issue Expenses 0 0 0 0
Interest & Finance charges 3.11 5.79 4.89 6.09
Interest Income (0.9) (8.26) (1.31) 0
Provision For Gratuity (0.56) (1.66) 0 0
Sundry Balances Written Off (Net) 0 0 0 0
Unrealized Loss on Investment (8.1) 30.06 22.84 0
Loss on sale of Assets 0 0
Operating Cash Generated Before 41.85 189.98 333.51 240.17
Working Capital Changes
Decrease (Increase) in Current 0 0 0 0
Investments
(Increase) / Decrease in Inventory 18.78 (100.64) (8.73) 6.65
(Increase)/ Decrease in Receivables (39.96) 158.19 (44.27) 29.03
(Increase) / Decrease in Loans and 52.11 (77.01) (12.02) (18.17)
Advances
(Increase)/Decrease in Other current (27.36) (8.77) 0.79 (18.56)
assets
Increase/(Decrease) in Short term 0 0 0 0
borrowing
Increase/(Decrease) in Trade Payable 7.52 (108.31) 0.20 22.54
Increase/(Decrease) in Other Liabilities (69.86) (57.68) (1.54) (0.84)
Increase / (Decrease) in Short Term 0.10 3.46 6.92 2.44
Provisions
Increase / (Decrease) in Long Term 0.91 9.19 (1.02) 7.55
Provisions
Cash generated from operations (57.76) (181.56) (59.68) 30.64
Less : Direct taxes (paid) / refund (9.28) (51.40) (93.00) (62.90)
Less : Appropriation of Profit 0 0 0 (0.71)
Net cash from before Extra-ordinary (25.18) (42.98) 180.83 207.20
items
Extra-ordinary items 0 0 0 0
Net Cash Flow from Operating (25.18) (42.98) 180.83 207.20
Activities (A)
B. Cash Flows From Investing
Activities
Sale / (Purchase) of Fixed Assets (Net) 0 (68.29) (4.35) (32.84)
Sale / (Purchase) of Non-Investments (68.68) (18.38) (80.67) 6.28
(Net)
Interest Received 0.90 8.26 1.31 0
Long term Loans & Advances 52.11 (40.30) (23.63) (39.83)

 

155

 
ANNEXURE 02

STATEMENT OF PROFIT & LOSS, AS RESTATED

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘Annexur 30" 31" aie 31"
Particulars e nos. September, March, March, March,
2020 2020 2019 2018

Revenue
I. Revenue From Operation
Sale of Products 22 159.2 1509.22 1837.82 1476.12
II. Other Income 23 12.29 79.36 50.35 59.55
Total Revenue (I+II) 171.49 1588.58 1888.17 1535.67
Expenses
Purchase of materials 24 28.23 387.50 409.64 585.01
Other Direct Costs 0 0 0 0
Changes in Inventories 24 18.78 (100.64) (8.73) 6.65
Employee Benefit Expenses 25 24.14 284.49 266.03 198.04
Finance Cost 26 3.11 5.79 6.01 6.09
Depreciation and Amortization Expenses 13.98 24.30 23.99 27.73
Other Expenses 27 57.03 824.47 908.11 505.80
Total Expenses 145.27 1425.91 1605.05 1329.32
Profit before extraordinary items and 26.22 162.67 283.12 206.35
tax
Prior period items (Net) 0 0 0 0
Net profit before Tax - Operating 26.22 162.67 283.12 206.35
Income
Provision for Taxes
1. Current taxes (9.28) (51.4) (93) (61.46)
2. Tax adjustment of earlier years 0 7.14 0 (1.44)
3. MAT Credit Entitlements 0 0 0 0
4, Deferred tax (Assets)\ Liabilities (2.1) 11.74 3.35 4.35
Profit after tax and before 14.84 130.15 193.47 147.80
extraordinary items
Extraordinary items 8.10 (30.06) 0 0
Net Profit after extraordinary items 22.94 100.09 193.47 147.80
available for appropriation
Proposed Dividend
Dividend distribution tax
Net profit carried to Balance sheet 22.94 100.09 193.47 147.80

 

 

 

 

 

 

154

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annexure 30" a7 st st
Particulars nos. September, March, ae oone oan march,
2020 2020
Sale of Investment 0 0 0 0
Net Cash Generated From Investing (15.68) (118.71) (107.33) (66.39)
Activities (B)
C. Cash Flow From Financing
Activities
Net Increase/(Decrease) in Short Term (19.34) 74.98 0.06 (23.73)
Borrowings
Share Application Money Received 0 0 0 0
Proceeds / (Repayment) of Long Term (0.52) (6.22) (17.84) 5.38
Borrowings
Increase/(Decrease) in Unsecured 0 0 0 0
Loans
Proceeds From issue of Share Capital 0 3.00 0 0
Increase/(Decrease) in Share Premium 0 16.50 0 0
Decrease (Increase) in Long Term 0 0 0 0
Loans & Advances
Interest Expenses Gi 679) (4.89) (6.09)
Dividend Paid (including Dividend 0 0 0 0
Tax)
Net Cash from Financing Activities (22.98) 82.47 (22.66) (24.43)
[c]
Net Increase / (Decrease) in Cash and (63.84) (79.23) 50.84 116.39
Cash Equivalents (A + B + C)
Opening Balance of Cash and Cash 108.80 188.02 137.18 20.79
Equivalents
Closing Balance of Cash and Cash 44.96 108.80 188.02 137.18
Equivalents

 

 

 

 

 

 

 

ANNEXURE 04-SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

 

I. Corporate Information:

Our Company was originally incorporated as Party Cruisers Private Limited on December 02, 1994 under the
Companies Act, 1956 vide certificate of incorporation issued by the Registrar of Companies, Maharashtra.
Subsequently, the name of the company was changed from “Party Cruisers Private Limited” to “Party Cruisers
Limited” under the Companies Act, 2013 pursuant to a special resolution passed by our shareholders at the EGM
held on September 03, 2013 and had obtained fresh certificate of incorporation dated November 13, 2013 issued by
the Registrar of Companies, Maharashtra. The CIN of the Company is U63040MH1994PLC083438.

Party Cruisers Limited came (PCL) into existence in 1994. Since incorporation, our Company specializes in
Wedding Management and Events Management Business wherein we offer all of our clients a complete variety of
wedding and event facilities. Our Wedding Management Services range from pre-wedding, during wedding and post
wedding events like in-house designing, designation wedding event décor etc. Our Event Services range from
planning & marketing to production and décor etc.

Our company is promoted by Mr. Zuzer H. Lucknowala and Mrs. Rachna. Lucknowala. Our individual promoters
manage and control the major affairs of our business operations. Through their combined 30 plus years of
experience, industry knowledge and understanding, our company has a competitive advantage over the our
competitors which enables us to expand our geographical and customer presence in existing as well as target
markets, while exploring new growth avenues.

Party Cruiser through its 26 years of growing has earned a reputation among its clients by winning several accolades
and client appreciation that testify our commitment levels and effective deliveries of good work.

156
II. Basis of Preparation:

The Restated Summary Statements of Assets and Liabilities of the Company for Quarter ended 30, September 2020
and for the period ended March 31, 2020, March 31, 2019, March 31, 2018, and the related Restated Summary
Statements of Profits and Losses and Cash Flows Statement for the Quarter ended 30, September 2020 &for the
period / years ended March 31, 2020, March 31, 2019, March 31, 2018,have been complied by management from
the financial statements of the company for the Quarter ended 30, September 2020 and for the period ended on
March 31, 2020, March 31, 2019, March 31, 2018,.

“The financial statements are prepared and presented under the historical cost convention and evaluated on a going-
concern basis using the accrual system of accounting in accordance with the accounting principles generally
accepted in India (Indian GAAP) and the requirements of the notified sections, schedules and rules of the
Companies Act 2013 including the Accounting Standards as prescribed by the Companies (Accounting Standards)
Rules, 2006 as per section 211(3C) of the Companies Act, 1956 (which are deemed to be applicable as Section 133
of the Companies Act, 2013 (“the Act”) read with Rule 7 of Companies (Accounts) Rules, 2014).”

The presentation of financial statements requires estimates and assumption to be made that affect the reported
amount of assets and Liabilities on the date of financial statements and the reported amount of revenue and expenses
during the reporting period. Difference between the actual result and estimates are recognized in the period in which
results are known/materialized."

III. Significant Accounting Policies:

(a) Use of Estimates:

The preparation of financial statements in conformity with Indian GAAP requires management to make judgments,
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
liabilities on the date of financial statements and the reported amounts of revenue and expenses during the reported
period. Although these estimates are based on management’s best knowledge of current events and actions,
uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to
the Carrying amounts of Assets or Liabilities in future periods.

(b) Cash Flow Statement:

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is
adjusted for the effects of transactions of non-cash nature reported amounts of assets and liabilities on the date of
financial statements and the reported amounts of revenues and expenses during the reported period.

(©) Cash and cash equivalents:

Cash comprises cash on hand and demand deposit with banks. Cash equivalents are short term balances (with an
original maturity of three months or less from the date of acquisition), highly liquid investments that are readily
convertible into loan amounts of cash and which are subject to insignificant risk of changes in values.

(d) Fixed Assets:

Fixed Assets (Property, Plant and Equipment) are stated at cost of acquisition or construction less accumulated
depreciation and impairment loss, if any. The cost of an asset comprises of its purchase price and any directly
attributable cost of bringing the assets to working condition for its intended use. Expenditure on additions,
improvements and renewals is capitalized and expenditure for maintenance and repairs is charged to profit and loss
account.

(e) Depreciation and Amortization:

Depreciation on tangible fixed assets is provided on straight line basis in accordance with the provisions of useful
life specified in Schedule II of the Companies Act, 2013 and on additions / disposals during the year, on pro-rata
basis. Further, the management of the Company has reviewed / determined tangible fixed assets remaining useful
lives.

157
(f) Impairment:

The carrying amounts of property, plant & equipment are reviewed at each balance sheet date to determine, if there
is any indication of impairment based on external/internal factors. An impairment loss is recognized wherever the
carrying amount of the property, plant & equipment exceeds its recoverable amount which represents greater of the
“net selling price” and “value in use” of the respective assets. The impairment loss recognized in prior accounting
period is reversed if there has been an improvement in recoverable amount.

(g) Revenue Recognition:

- Revenue is recognized to the extent that it is probable that the economics benefit will flow to the company, there
is reasonable certainty of collection and it can be reliable estimated

- Income from event management is recognized on the basis of services rendered. In all other cases, revenue is
recognized when no significant uncertainty as to its determination or realization exists.

- Other Income: Dividend income on investments is recognized when the right to receive dividend is established.
Interest income is recognized on a time proportionate basis taking into account the amounts invested and the rate
of interest.

(h) Segment Reporting:

As the Company's principle business activities fall within the single segment viz Event Management, the disclosure
requirement of Accounting Standard 17 on Segment Reporting prescribed u/s 133 of the Companies Act, 2013 ("The
Act") read with Rule 7 of the Companies (Accounts) Rule, 2014 is not applicable.

(i) Inventories

Items of Inventories are measured at lower cost and net realizable value after providing for obsolescence, if any.
Cost of inventories comprises of cost of purchase, cost of conversion and other cost including manufacturing
overheads incurred in bringing them to their respective present location and condition. Cost of raw materials,
process chemicals, stores and spare, packing materials, trading and other products are determined on weighted
average basis by- Products are valued at net realizable value.

(j) Foreign Currency Transactions:

Foreign exchange transactions are recorded at the closing rate prevailing on the dates of the respective transaction.
Exchange difference arising on foreign exchange transactions settled during the year is recognized in the statement
of profit and loss.

Monetary assets and liabilities denominated in foreign currencies are converted at the closing rate as on balance
sheet date. The resultant exchange difference is recognized in the statement of profit & loss.

Exchange rate differences arising on a monetary item that, in substance, forms part of the company’s net investment
in a non-integral foreign operation are accumulated in a foreign currency translation reserve in the company’s
financial statements until the disposal of the net investment.

Non-monetary assets and liabilities denominated in foreign currencies are carried at the exchange rate prevalent on
the date of the transaction.

(k) Investments:
Long-term investments and current maturities of long-term investments are stated at cost, less provision for other

than temporary diminution in value. Current investments, except for current maturities of long-term investments, are
stated at the lower of cost and fair value.

158
() Borrowing Cost:

Borrowing costs that are directly attributable to and incurred on acquiring qualifying assets (assets that necessarily
takes a substantial Year of time for its intended use) are capitalized. Other borrowing costs are recognized as
expenses in the period in which same are incurred.

(m) Employee Benefits:

Liability is provided for retirement benefits for provident fund in respect of all eligible employees. The Company
has not provided gratuity in the books due to high attrition rate in the industries.

As per the Companies policy no leave as been carried forward there for leave encashment provision not done in the
books.

(n) Taxation:

The current charge for income tax is calculated in accordance with the relevant tax regulations applicable to the
Company.

Deferred tax charge or credit reflects the tax effects of timing differences between accounting income and taxable
income for the Year. The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are
recognized using the tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred
tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future;
however, where there is unabsorbed depreciation or carry forward of losses, deferred tax assets are recognized only
if there is virtual certainty of realization of such assets. Deferred tax assets are reviewed at each balance sheet date.

In case the Company is liable to pay income tax under provision of Minimum Alternate Tax u/s. 115JB of Income
Tax Act, 1961, the amount of tax paid in excess of normal income tax liability is recognized as an asset only if there
is convincing evidence for realization of such asset during the specified period. MAT Credit Entitlement is
recognized in accordance with the Guidance Note on accounting treatment in respect of Minimum Alternate Tax
(MAT) issued by The Institute of Chartered Accountants of India.

(0) Provisions and Contingent Assets/ (Liabilities):

Provisions are recognized when the company has an obligation as a result of past events and it is probable that an
outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are
measured at the best estimate of expenditure, that is required to settle the present obligation at the balance sheet date
and are not discounted to its present value.

Contingent liability is a possible obligation that arises from past events whose existence will be confirmed by
occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present
obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be
recognized because it cannot be measured reliably. The company does not recognize a contingent liability but
discloses its existence in the financial statements. When there is a possible obligation or a present obligation in
respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Contingent assets are not recognized or disclosed in the financial statements.
(Rs. In Lakhs)

 

 

 

 

 

 

; As on March 31,
Particulars As on Sept. 30, 2020 2020 2019 2018
Claim against company not acknowledge
as debts - - - -
in respect of Income Tax 87.69 87.69 25.71 25.71
in respect of Commercial Tax - - - -
Total 87.69 87.69 25.71 25.71

 

 

 

 

 

 

 

159
(p) Earnings per share:

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period.

(q) Impairment of Assets:

The Company evaluates all its assets for assessing any impairment and accordingly recognizes the impairment,
wherever applicable, as provided in Accounting Standard 28, “Impairment of Assets”.

IV. Changes Accounting Policies In The Years/Periods Covered In The Restated Financial

There is no change in significant accounting policies during the reporting period except, as and when Accounting
Standards issued by the Institute of Chartered Accountants of India / Companies (Accounting Standard) Rules, 2006
were made applicable on the relevant dates.

V. Notes To Reconciliation Of Restated Profit

The reconciliation of Profit after tax as per audited results and the Profit after tax as per Restated Accounts is
presented below. This summarizes the results of restatements made in the audited accounts for the respective years
and its impact on the profit & losses of the company.

The reconciliation of Profit after tax as per audited results and the Profit after tax as per Restated Accounts is
presented below. This summarizes the results of restatements made in the audited accounts for the respective years

and its impact on the profit & losses of the company.

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

30" a 31% March, 31% March,
Particulars September, March, 2020 arely: ?
2019 2018
2020
Profit after tax before appropriation (as 22.94 100.08 205.02 115.90
per Audited accounts)
Adjustments
Provision for Gratuity 0 0 0 0.45
Provision for Tax 0 0 1.44 2.04
Deferred Tax 0 0 (3.89) (2.72)
Prior Period 0 0 0 (1.44)
Bad debts recovery 0 0 0 0
Audit Fees 0 0 0 0
Extra Ordinary Item 0 0 (9.11) 0
Profit after Tax as per Restated Profit 22.94 100.08 193.46 114.23
& Loss Account

 

 

 

 

 

 

 

VI. Other Notes to Accounts
a) The company has not received any intimation from supplier regarding their status under micro, small and
medium enterprises development Act, 2006 and hence disclosure, if any, in relation to amount unpaid as at the

period end together with interest payable as required under the said Act have not furnished.

b) The Management has confirmed that adequate provisions have been made for all the known and determined
liabilities and the same is not in excess of the amounts reasonably required.

c) There is no Auditor’s Qualification in any of the audited Financial Statements as at and for the periods ended
March 31, 2020.

d) Related Party Transactions: The details of Related Party Transactions as per Accounting Standard -18 are
provided in Annexure 31.

160
ANNEXURE 05

SHARE CAPITAL AND RESERVES & SURPLUS

STATEMENT OF DETAILS OF SHARE CAPITAL, AS RESTATED

(Rs. In Lakhs)

 

Particulars

30" September, 2020

31% March,

2020

31° March,

2019

31° March,

2018

 

Equity Share Capital - Paid up

 

At the Beginning of the period

408

408

 

Add:

 

Allotment during the year

 

Bonus Issue

400

 

Convert from Pref. to Equity
Shares

 

Sub Total - O\S at end of
period

405

 

 

Preference Shares

 

Opening Capital

 

Add: Allotment

 

Less : Convert In to Equity
Shares

 

Sub Total - Preference Shares

 

 

Total

 

408

 

408

 

405

 

 

 

STATEMENT OF DETAILS OF RESERVES & SURPLUS, AS RESTATED

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

a 30" September, 31°March, | 31%March, | 31% March,
2020 2020 2019 2018

A. Surplus
Opening balance 480.87 380.78 587.33 440.24
Add: Addition during the year
Net profit/((Net loss) for the 22.94 100.08 193.46 147.80
current year
Miscellaneous: Other Income : (0.71)
Less : Issue of Bonus shares B = (400) -
Sub Total — Reserves 503.81 480.87 380.78 587.33
B. Securities Premium
Opening Balance 37.25 20.75 20.75 20.75
Add: Share Premium on Issue of - 16.50 - -
Equity Shares
Less : Utilized for issue of bonus - - - -
shares
Sub Total - Share Premium 37.25 37.25 20.75 20.75
Total 541.06 518.12 401.53 608.08

 

162
ANNEXURE 06

STAETEMENT OF DETAILS OF LONG TERM BORROWINGS

 

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31“March, 31" March, 31" March,
i th , , o
Particulars 30" September, 2020 2020 2019 2018
Unsecured Loan
A. Term Loan
From Bank / NBFC - Business 6.92 7.45 13.67 31.51
Loan
From others : :
B. Loan From Directors, * -
Relatives & Associates
Total 6.92 7.45 13.67 31.51
ANNEXURE 07
STAETEMENT OF DETAILS OF LONG TERM PROVISION
(Rs. In Lakhs)
; th 31"March, | 31“March, | 31 March,
Particulars 30" September, 2020 2020 I) ouin
Provision For Gratuity 33.16 32.25 23.06 24.08
Total 33.16 32.25 23.06 24.08
ANNEXURE 08
STATEMENT OF DETAILS OF SHORT TERM BORROWINGS
(Rs. In Lakhs)
‘i 30" September, | 31°March, 31% March, | 31° March,
Particulars 2020 2020 2019 2018
SECURED - From Banks
Bank Overdraft 71.29 65.65, - =
Loan From Bank (Vehicle loan) 3.34 5.90 3 -
Borrowings from Directors = 22.42 - -
Current Maturities of Long term Debt a = 18.99 18.93
Total 74.63 93.97 18.99 18.93

 

 

 

 

 

 

163

 
e) The Company is not having earning / Expenditure in Foreign Currency in the last Financial Year.

f) The Company has not given any guarantee to bank or corporate and the Company is no having any contingent
liability.

g) The figures in the Restated Financial Statements and Other Financial Information are stated in Lakhs and
rounded off to two decimals and minor rounding off difference is ignored.

h) There is no adjustment required to be made to the profit or loss for complying with ICDS notified u/s 145(2).
ANNEXURE 04.1

ADJUSTMENTS MADE IN RESTATED FINANCIAL STATEMENTS / REGROUPING NOTES
Adjustments having impact on Profit

() Provision For Deferred Tax

Deferred Tax has been calculated taking into account timing differences arising in one period and capable of
reversal in another accounting period and so profit for the periods under restatement have been adjusted accordingly

taking into account deferred tax profit /loss.

The shortfall or excess in amount of Provision for taxes and deferred tax has been provided in the year in which it
should be provided.

(ii) Provision for Gratuity:

Audit for 2018-19was done based on the revised actuarial valuation report for the gratuity working on basic salary
resulting into following adjustments.

 

 

 

Provision for Gratuity as per Old Audit Report Rs. 42.79 Lakhs
Provision for Gratuity as per Revised Audit Report Rs. 33.68 Lakhs
Difference excess provision done is adjusted in Extra Ordinary Items | Rs. 9.11 Lakhs

 

 

 

 

The above adjustments should be read in conjunction with Note no.5 and 26.1, 26.2 for provisions of gratuity for the
years 2018-19 and 2019-20 respectively.

Appropriate adjustments have been made in the following annexure 7 & 11 of the restated financial statements after
giving the effect of excess provision for gratuity.

The excess amount of provision for gratuity have been provided in the year 2018-19 which has been adjusted in the
financial years 2017, 2018 and 2019.

(iii) Adjustments having no impact on Profit

Material Regrouping

Appropriate adjustments have been made in the restated summary statements, wherever required, by a
reclassification of the corresponding items of income, expenses, assets, liabilities and cash flows in order to bring
them in line with the groupings as per the audited financial statements of the Company, prepared in accordance with

Schedule III and the requirements of the Securities and Exchange Board of India (Issue of Capital & Disclosure
Requirements) Regulations, 2018 (as amended).

161
ANNEXURE 09

STATEMENT OF TRADE PAYABLE

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ss 30™ September, 31"March, 31° March, | 31* March,
ormcuer® 2020 2020 2019 2018
Trade Payable - Creditors 59.31 51.79 160.11 159.91
Total 59.31 51.79 160.11 159.91
ANNEXURE 10
STATEMENT OF CURRENT LIABILITIES
(Rs. In Lakhs)
aac 30™ September, 31°March, 31° March, 31° March,
nears 2020 2020 2019 2018
‘Employee Related Payables - : 17.89 23.49
Statutory Dues :
Professional Tax 0.25 0.27 0.15 -
Provision for Income Tax AY 0.38 0.38 0.38 0.38
(2017-18)
Provision for Income Tax AY (2.04) (2.04) (2.04) 62.90
(2018-19)
Provision for Income Tax AY = ss 93.00 =
(2019-20)
Provision for Income Tax AY 51.40 =
(2020-21)
Provision for Income Tax AY 9.28 = = i
(2021-22)
Service Tax Payable 5 = = 5
GST Payable (0.11) = 6.73 0.02
TDS Payable 6.14 9.69 9.68 1.45
Other Payables
Outstanding Expenses 8.02 32.92 2.67 -
Audit Fees Payable 2.70 2.70 3.00 1.75
Advance from Customers 1.66 0.82 24.01 67.03
Other Current Liability- Sub 26.28 96.14 155.48 157.02
Total
ANNEXURE 11
STATEMENT OF SHORT TERM PROVISIONS
(Rs. In Lakhs)
i
eee an 31°March, 31° March, 31% March,
eptember,
2020 2020 2019 2018
Provision for Employee Benefits 20.08 19.98 16.52 9.61
Total 20.08 19.98 16.52 9.61

 

 

 

 

 

 

164

 

 

 
ANNEXURE 12

STATEMENT OF FIXED ASSETS AS RESTATED

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Darticlars 30" September, 31"March, 31™ March, 31% March,

2020 2020 2019 2018

Vehicles

Gross Block

Opening balance 130.28 130.28 137.23 120.42

Addition during the year = n 9.74 31.94

Reduction during the year = = (16.69) (15.13)

Closing balance ( GB) 130.28 130.28 130.28 137.23

Depreciation Block

Opening balance 89.92 77.74 65.22 53.31

Depreciation during the year 4.57 12.18 16.29 20.06

Depreciation Deduction during the - - (3.77) (8.15)

year

Closing balance (DB) 94.49 89.92 77,74 65.22

Net WDV - V 35.79 40.36 52.54 72.01

Furniture

Gross Block

Opening balance 53.88 17.07 17.07 17.07

Addition during the year 2 36.81 - -

Reduction during the year - -

Closing balance (GB) 53.88 53.88 17.07 17.07

Depreciation Block

Opening balance LAAT 12.84 11.25 9.22

Depreciation during the year 4.75 4.33 1.58 2.03

Closing balance (DB) 21.93 17.17 12.84 11.25

Net WDV -F 31.95 36.70 4.24 5.82

Computer

Gross Block

Opening balance 20.06 18.44 18.44 15.17

Addition during the year - 1.62 = 3.27

Reduction during the year ” - ms n

Closing balance (GB) 20.06 20.06 18.44 18.44

Depreciation Block

Opening balance 18.43 17.38 15.34 13.92

Depreciation during the year 0.49 1.05 2.04 1.42

Closing balance ( DB) 18.93 18.43 17.38 15.34

Net WDV-C 1.13 1.62 1.06 3.10

Office Equipments

Gross Block

 

 

 

 

 

165

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particul: 30" September, 31"March, 31* March, 31 March,
es 2020 2020 2019 2018
Opening balance 92.09 62.22 54.69 50.08
Addition during the year = 29.87 7.52 4.61
Reduction during the year - - - .
Closing balance ( GB) 92.09 92.09 62.22 54.69
Depreciation Block
Opening balance 46.35 39.62 35.54 S133,
Depreciation during the year 417 6.73 4.08 4.21
Closing balance ( DB) 50.52 46.35 39.62 35.54
Net WDV -E 41.57 45.73 22.60 19.15
Fixed Assets - Tangible Assets
Gross Block 296.30 296.32 228.03 227.45
Depreciation Block 185.87 171.89 147.59 127.36
Net Assets Block- Tangible 110.43 124.43 80.44 100.09
Total Net Assets 110.43 124.43 80.44 100.09
ANNEXUR 13
STATEMENT OF NON-CURRENT INVESTMENTS
(Rs. In Lakhs)
Pecdeul 30™ September, 31“March, 31% March, 31° March,
aan 2020 2020 2019 2018
Investment in Partnership Firm - - - = =
DIOS Hotel LLP
Total = - -
ANNEXURE 14
STATEMENT OF DETAILS OF LONG TERM LOANS & ADVANCES
(Rs. In Lakhs)
ein 30” September, 31March, 31° March, 31% March,
nt 2020 2020 2019 2018
Unsecured Considered Good
Security Deposit -Hotel Deposit & 314.98 364.98 335.11 307.93
Rent Deposit
Loan to Other Parties 144.96 147.07 136.64 140.19
Total 459.94 512.05 471.75 448.12

 

 

 

 

 

 

166

 

 

 
ANNEXURE 15

DETAILS OF DEFFERED TAX ASSETS/ (LIABILITIES), NET RESTATED

 

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

etal 30™ September, 31°March, 31° March, 31 March,
ee 2020 2020 2019 2018

Applicable Corporate Tax Rate 27.82% 27.82% 27.82% 27.55%

Applicable tax at notional Rate 27.82% 27.82% 27.82% 27.55%

Adjustments

Difference between Tax and Book (2.10) 3.22 8.94 7.32

Depreciation

Related to Gratuity - 3.52 11.01 9.28

Net Adjustments

Net Differed Tax Assets/

(Liabilities) (29.60) (31.70) (19.95) (16.60)

ANNEXURE 16

STATEMENT OF CURRENT INVESTMENT

(Rs. In Lakhs)
4 a 31“March, 31 March, | 31% March,
Particulars 30" September, 2020 2020 2019 2018

Investment In Shares 88.10 27.52 57.83 =
ASTRA micro 3.07 - - -
Aurobindo 3.94 = e =
Bosch Limited 13.16 = =
HUL 2:15 - : -
ITC Limited 16.17 : -
Fermenta Biotech 1.23 - :
Future Retail Ltd 5.25 ss - =
HDEC LIFE 0.61 - - -
Kalpataru power Transmission 2.50 - - -
Nippon India-GOLD BEE 37.21 - : -
Parag Milk Foods 2:7. - : -
Pidilite Industries 1.50 : - :
YES BANK 1.63 - : -
VA Tech 18.93 : -
Cost of Investment 110.05 - -
Less: Impairment loss (21.95) - -
Total 88.10 - -
IPO Investment 16.29 16.29 = =
Other Investment 2.34 2.34
Total 106.73 46.15 57.83 -

 

 

 

 

 

 

 

167

 
ANNEXURE 17

STATEMENT OF INVENTORY

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Perini 30™ September 31“March, 31 March, 31° March,
2020 2020 2019 2018
Consumables Raw Material and 96.04 114.83 14.19 5.45
Consumables Material &Misc
Items
(Valued at lower of Cost or
Market Value )
Total 96.04 114.83 14.19 5.45
ANNEXUR 18
STATEMENT OF DETAILS OF TRADE RECEIVABLES
(Rs. In Lakhs)
: 30™ September 31“March, 31° March, 31" March,
aoa 2020 2020 2019 2018
Trade receivables outstanding for a 105.55 100.87 131.37 141.39
period more than six months from
the date they are due for payment
& considered good
Trade receivables outstanding for a 55.52 20.24 147.93 93.65,
period less than six months from
the date they are due for payment
& considered good
Total 161.07 121.11 279.30 235.03
ANNEXURE 19
STATEMENT OF CASH AND CASH EQUIVALENT
(Rs. In Lakhs)
Perdue 30 September 31"March, 31° March, 31° March,
2020 2020 2019 2018
BankBalance 11.68 72.17 187.24 134.57
Cash on Hand 33.27 36.63 0.78 2.61
Total 44.96 108.80 188.02 137.18
ANNEXURE 20
STATEMENT OF SHORT TERM LOANS
(Rs. In Lakhs)
. 30" September 31“March, 31° March, 31° March,
Povucuers 2020 2020 2019 2018
MVAT Refund = = : 5
TDS receivable - - - 17.23
Statutory Advances 46.73 95.09 64.03 -
Advances and Security deposits 0.28 - - -
GST Credit = 2.67 : =
Advance Tax : - - 30.00
Pre-deposit Income Tax * = 5 5.15
Prepaid Expenses = 1.07 = =

 

 

 

 

 

 

 

168
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particul 30'" September 31°March, 31% March, 31% March,
ee 2020 2020 2019 2018
Other Loans and Advances 59.07 42.59 0.38 0.01
Total 106.08 141.42 64.41 52.39
ANNEXURE 21
STATEMENT OF OTHER CURRENT ASSETS
(Rs. In Lakhs)
: th 31“March, 31" March, 31° March,
Particulars 30" September 2020 2020 2019 2018
Prepaid Expenses
HP Drive Track * = = 0.56
Insurance . 5 0.84 1.78
Other Receivable - - - -
Advance to staff = = 7.45 6.45
Advance to Vendors 54.59 27.23 10.17 10.47
Total 54.59 27.23 18.46 19.25
ANNEXURE 22
STATEMENT OF REVENUE FROM OPERATIONS
(Rs. In Lakhs)
5 ei 30th March 31% March, 31* March,
Particulars 30° September 2020 2020 aay 2018
REVENUE FROM
OPERATION
Sale of Services & Products 159.20 1509.22 1837.82 1476.12
Total 159.20 1509.22 1837.82 1476.12
ANNEXURE 23
STATEMENT OF OTHER INCOME
(Rs. In Lakhs)
a 30" September 31"March, 31" March, 31 March,
erticuare 2020 2020 2019 2018
Interest Income 0.90 8.26 1.31 -
Other Non Operating Income - 0.23 0.50 -
(Net of expense directly
attributable to such income)
Discount Income 10.48 12.12 12.48 18.53
Capital Gain on sale of - - 4.00 -
Investment
Exchange Difference - - - -
Misc Income 0.91 58.76 32.05 41.01
Total 12.29 79.36 50.35 59.55,

 

 

 

 

 

 

169

 

 
ANNEXURE 24

STATEMENT OF COST OF PURCHASES OF SERVICES AND MATERIALS

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

. 30™ September 31March, 31 March, 31° March,
Particulars 2020 2020 2019 2018
Opening Stock 114.83 14.19 5.45, 12.10
Add: Purchases 28.23 387.50 409.64 585.01
Sub Total 143.06 401.69 415.09 597.11
Less: Closing Stock (96.04) (114.83) (14.19) (5.45)
Total 47.02 286.86 400.90 591.66

ANNEXURE 25
STATEMENT OF EMPLOYEE BENEFIT EXPENSES
(Rs. In Lakhs)

. 30” September 31March, 31 March, 31" March,
veruculare 2020 2020 2019 2018
Salaries & Incentive 19.13 204.34 188.13 131.99
Staff Welfare Expenses - - : 0.56
Gratuity 1 12.65 5.90 9.99
Director's Remuneration 4 67.50 72.00 55.50
Total 24.14 284.49 266.03 198.04

ANNEXURE 26
STATEMENT OF FINANCE COST
(Rs. In Lakhs)

, 30™ September 31"March, 31° March, 31% March,
ania 2020 2020 2019 2018
Bank Charges 0.01 0.43 1313 0.01
Interest Expenses 3.10 5.36 4.89 6.09
Total 3.11 5.79 6.01 6.09

ANNEXURE 27

STATEMENT OF OTHER EXPENSES

(Rs. In Lakhs)
. 30™ September 31“March, 31° March, 31 March,
Portleulars 2020 2020 2019 2018

Bad Debts - - - 10.27
Advertisement 7 = = 1.42
Car Expense 0.44 0.39 4.36 24.99
Commission Expense 0.50 250.90 156.11 126.95
Communication Expense 0.92 3.21 2.50 4.15
Computer Expense : : : -
Donation 0.15 0.65 2.12 -
Electricity Expense 2.87 12.66 14.53 16.76
Event Expense 3.45 24.48 73.41 25.66
Foreign Exchange Fluctuation : - : 0.79
General Expense 1.24 3.47 12.13 1.99
Godown Expense - 4.25 8.32 4.70

 

 

 

 

 

 

 

170

 

 

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7 30™ September 31°March, 31° March, 31% March,

Barueulers 2020 2020 2019 2018
Hiring Expense 3.49 118.47 139.67 26.25
Indirect Taxes - - - 7.50
Insurance 5.01 471 4.74 2.40
Interest Expense on PF VAT & - 1.80 0.14 0.07
Service Tax
Labor Charges 3.02 98.26 81.37 60.56
Legal & Professional Fees 0.87 24.19 60.55 20.41
License 0.11 2.90 1.44 3.92
Loss on Sale of Assets - : 2.40 3.98
Membership & Subscription 0.12 1.96 66.54 9.61
Miscellaneous Expense 3.78 12.78 9.58
Office Expense 0.67 8.99 5.62 2.89
Packing and forwarding - 0 0 0.07
expenses
Payment to Auditors : 3.00 3.00 1.75
Postage & Courier : 0.06 0.31 -
Printing & Stationery 0.21 19.95 18.17 7.66
Property Tax (Simran plaza) 2.20 0.97 ael7 1.20
Rent, Rates & Taxes S72 67.21 59.96 45.83
Repair & Maintenance 1.66 9.04 6.03 6.07
Sales & Marketing Expense 5.78 55.09 79.09 42.78
SBC Input : : : :
Service Charges : - 0.82 1.65
Stay Expense - - - 9.10
Other Expenses 2.93 2.76 3.32 -
Travelling & Conveyance 5.83 42.81 47.86 24.82
Impairment Loss on Investment - 4.15 22.84 -
Transportation Expenses 5.66 48.40 14.81 -
Written Off Amount - - - -
Website Hosting Charges 0.40 - - -
Total 57.03 814.75 908.11 505.80

ANNEXURE 28
STATEMENT OF DIVIDEND
(Rs. In Lakhs)
one 30 September 31st March, 31" March, 31° March,
2020 2020 2019 2018

On Equity Shares
Fully Paid up Share Capital 408 408.00 405.00 5.00
(Rs. In Lakhs)
Face Value (In Rs.) 10.00 10.00 10.00 10.00
Paid up value per share (In Rs.) 10.00 10.00 10.00 10.00

 

Rate of Dividend

 

Total Dividend

 

Corporate Dividend tax on
above

 

 

 

 

 

 

 

171
ANNEXURE 29

STATEMENT OF CAPITALIZATION

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Pre Issue as on September, 2020 Post Issue
Borrowing
Short - Term Debt - =
Long - Term Debt 6.92 6.92
Total Debt 6.92 6.92
Shareholders' Funds
Share Capital
- Equity 408.00 560.00
Less: Calls - in — arrears - -
Share Application money
- Preference - -
Reserves & Surplus Including Premium 541.06 1164.26
Total Shareholders’ Funds 949.06 1724.26
Long - Term Debt / Shareholders Fund 0.01 0.01
Short - Term Debt / Shareholders Fund 0.01 0.01

 

 

 

 

Notes:

y

The figures disclosed above are based on the restated summary statement of assets & Liabilities of the
company.

2) The above statement should be read with the significant accounting policies and notes to restated summary,
statements of the assets & liabilities, profit and losses and cash flows appearing in annexure 01, 02, 03 and
04.

3) Short term debts represent which are expected to be paid/ payable within 12 months and excludes
installment of term loans repayable within 12 months.

4) Long term Debts represent debts other than Short Term Debts as defined above but includes installment of
term loans repayable within 12 months grouped under other current liabilities.

5) The corresponding post issue figures are not determinable at this stage pending the completion of public
issue and hence have not been furnished.

ANNEXURE 30

STATEMENT OF TAX SHELTERS

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

. 30” September 31"March, 31% March, 31% March,
Parteulars 2020 2020 2019 2018
Profit before tax as per 26.21 162.6 283.11 206.35
Restated P/L
Applicable Corporate Tax 27.82% 27.82% 27.82% 27.5%
Rate
Tax at Notional Rate 7.29 45.25 78.76 56.75
Adjustments
Permanent Differences(B)

Donation 0.15 0.65 2.12

Disallowed u/s 37 : 4.15 22.84 0.52
Profit/Loss on sale of Fixed -
Assets

Total Permanent 0.15 4.81 24.96 0.52
Differences(B)

 

 

 

 

 

 

172

 
 

Particulars

30" September
2020

31"March,
2020

31° March,

2019

31° March,

2018

 

Income considered
separately (C)

 

Interest Income

0.90

 

Total Income considered
separately (C)

 

Timing Differences (D)

 

Difference between _tax
depreciation and book
depreciation

(8.54)

6.61

 

Gratuity Disallowed

12.65

9.99

 

Difference due to expenses
allowable/ disallowable u/s
43B

 

Total Timing Differences
(D)

(7.53)

17.22

16.61

 

Net Adjustments E =
(B+C+D)

(6.49)

30.28

17.13

 

Tax Expense/(Saving)
thereon

(8p

8.42

4.71

 

Income chargeable under
the head OTHER
SOURCES (F)

 

Interest Income

(0.90)

(8.26)

 

Total Income chargeable
under the head OTHER
SOURCES (F)

(0.90)

(8.26)

 

Deduction under Chapter
VI-A (G)

 

Deduction u/s 80G

 

Total Deduction under
Chapter VI-A (G)

 

Taxable Income/(Loss)
(At+E+F+G)

18.83

184.68

317.18

223.49

 

Taxable Income/(Loss) as
per MAT

26.21

162.66

283.11

206.35

 

Income Tax as
returned/computed

9.00

52.00

93.00

61.46

 

Tax paid as per normal or
MAT

 

 

Normal

 

Normal

 

Normal

 

Normal

 

 

ANNEXURE 31

STATEMENT OF CONTINGENT LIABILITIES

(Rs. In Lakhs)

 

Particulars

30 September
2020

31"March,
2020

31" March,
2019

31 March,
2018

 

Claim against company not
acknowledge as debts

 

in respect of Income Tax

87.69

87.69

25.71

25.71

 

in respect of Commercial Tax

 

Total

 

 

87.69

87.69

 

 

25.71

 

25.71

 

173

 
ANNEXURE 32

STATEMENT OF DETAILS OF RELATED PARTY TRANSACTIONS

(Rs. In Lakhs)

 

Particulars

30 September
2020

31"March,
2020

31" March,
2019

31" March,
2018

 

Pd

REVENUE ITEMS :

 

-

Salarypaid -— Directors
/KMP

 

ArmaanLucknowala
(Director)

13.50

18.00

 

ow

RachnaLucknowala
(Director)

2.00

27.00

27.00

24.00

 

a

ZuzerLucknowala (CEO)

2.00

27.00

27.00

24.00

 

FirozLucknowala
(Director)

 

 

Rent Paid

 

RachnaLucknowala

19.20

19.20

14.40

 

Dl >|

ZuzerLucknowala

12.00

12.00

12.00

 

 

Training Fees

 

ArmaanLucknowala

58.55

42.26

30.27

 

 

NON-REVENUE
ITEMS:

 

 

Unsecured Loan payable
— Outstanding

 

ArmaanLucknowala

5.63

1.40

 

RachnaLucknowala

 

OO; RB] >} =

ZuzerLucknowala

16.79

 

 

Unsecured Loan
Receivable— Outstanding

 

Pa

RachnaLucknowala

0.47

0.47

 

 

 

ZuzerLucknowala

 

 

 

 

4.88

 

174

 
ANNEXURE 33

OTHER FINANCIAL INFORMATION- STATEMENT OF ACCOUNTING RATIOS

(Rs. In Lakhs)

 

 

 

 

 

outstanding [F.V Rs.10]( D )

: 30” September, 31"March, 31° March, 31 March,
Particulars 2020 2020 2019 2018
Net worth (A ) 949.06 926.12 785.78 613.08
Net Profit after Tax (B) 22.94 100.09 193.46 147.80
No. of Shares outstanding at the end 40.80 40.80 40.5 0.5
[F.V Rs.10](C )

Weighted average number of shares 40.80 40.80 40.5 0.5

 

Bonus Shares [E] - - -

 

Weighted average number of shares 40.80 40.80 40.5 0.5
outstanding Post Bonus Shares [F.V.
Rs.10] (F) (D+E)

 

 

 

 

 

 

 

 

Earnings per Share (EPS) (B / F) 0.56 2.45 4.78 295.60
(Rs.)

Return on Net Worth (B / A) 2.42 10.81 24.62 24.11
Net Assets Value per Share (A / C) 23.26 22.70 19.40 1226.15

 

Definitions of key ratios:

L

IL.

Til.

Iv.

Earnings per Share (Rs.): Net profit attributable to equity shareholders / weighted average number of equity
shares. Earnings per share calculations are done in accordance with Accounting Standard 20 “Earnings Per
Share” as issued by The Institute of Chartered Accountants of India. As per AS-20, the number of equity
shares outstanding before the event is adjusted for the proportionate change in the number of equity shares
outstanding as if the event had occurred at the beginning of the earliest period reported.

 

Return on Net Worth (%): Net Profit after tax / Net worth as at the end of the year / period

Net Asset Value (Rs.): Net Worth at the end of the year / Number of equity shares outstanding at the end of
the year / period

EBIDTA: Earnings (or profit/(loss)) before interest costs, income taxes, depreciation and amortization
expenses

175

 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our
restated financial statements included in this Prospectus. You should also read the section entitled “Risk Factors”
beginning on page 2land “Forward Looking Statements” beginning on page 12 which discusses a number of
factors, risks and contingencies that could affect our financial condition and results of operations.

The following discussion of our financial condition and results of operations should be read in conjunction with our
Restated Financial Statements as of and for the fiscal year ended March 31,2020, 2019, 2018 and quarter ending
on September30, 2020prepared in accordance with the Companies Act, 2013 to the extent applicable and Indian
GAAP and restated in accordance with the SEBI ICDR Regulations, including the schedules, annexure and notes
thereto and the reports thereon, included in the section titled “Financial Information of the Company” on page
no. 149 of this Prospectus. Please note that in terms of Schedule VI of the SEBI (ICDR) Regulations, 2018, the
company is required to give the financial information for the preceding 3 financial years from the date of the
Prospectus. Our fiscal year ends on March 31 of each year. Accordingly, all references to a particular fiscal
year/financial year are to the twelve-month period ended on March 31 of that year. The forward-looking statements
contained in this discussion and analysis is subject to a variety of factors that could cause actual results to differ
materially from those contemplated by such statements.

Indian GAAP differs in certain material respects from U.S. GAAP and IFRS. We have not attempted to quantify the
impact of IFRS or U.S. GAAP on the financial data included in this Prospectus, nor do we provide a reconciliation
of our financial statements to those under U.S. GAAP or IFRS. Accordingly, the degree to which the Indian GAAP
financial statements included in this Prospectus will provide meaningful information is entirely dependent on the
reader'‘s level of familiarity with the Companies Act, Indian GAAP and the SEBI ICDR Regulations.

Overview of the Company

Our Company was originally incorporated as Party Cruisers Private Limited on December 02, 1994 under the
Companies Act, 1956 vide certificate of incorporation issued by the Registrar of Companies, Maharashtra.
Subsequently, the name of the company was changed from “Party Cruisers Private Limited” to “Party Cruisers
Limited” under the Companies Act, 2013 pursuant to a special resolution passed by our shareholders at the EGM
held on September 03, 2013 and had obtained fresh certificate of incorporation dated November 13, 2013 issued by
the Registrar of Companies, Maharashtra. The CIN of the Company is U63040MH1994PLC083438.

Party Cruisers Limited came (PCL) into existence in 1994. Since incorporation, our Company specializes in
Wedding Management and Events Management Business wherein we offer all of our clients a complete variety of
wedding and event facilities. Our Wedding Management Services range from pre-wedding, during wedding and post
wedding events like in-house designing, designation wedding event décor etc. Our Event Services range from
planning & marketing to production and décor etc.

As a Wedding and Events Management, we work on the initial conception (pre-event publicity, venue research &
booking, transport), to turnkey production (set-up, on-site management, staffing, stage designing, entertainment), to
post-event support (final material distribution, delegate attendance assessment, post-event report) — we take care of
everything.

Our company is promoted by Mr. Zuzer H. Lucknowala and Mrs. Rachana Z. Lucknowala. Our individual
promoters manage and control the major affairs of our business operations. Through their combined 50 plus years of
experience, industry knowledge and understanding, our company has a competitive advantage over the our
competitors which enables us to expand our geographical and customer presence in existing as well as target
markets, while exploring new growth avenues.

Party Cruiser through its 26 years of growing has earned a reputation among its clients by winning several accolades
and client appreciation that testify our commitment levels and effective deliveries of good work.

176
For further information on its business, please refer to “Business Overview” beginning on page no. 95 of the
Prospectus and for further details pertaining to its financial performance, please see “Financial Information”
beginning on page no. 149 of the Prospectus.

Significant Developments Subsequent to the Last Financial Year

After the date of last audited accounts i.e. March 31,2020, the Directors of our Company confirm that there have not
been any significant material developments which materially and adversely affect or is likely to affect within the
next twelve months for the trading or profitability of the Company, the value of its assets or its ability to pay its
liability. However following material events have occurred after the last audited period:

1) We have passed a Board resolution enact 24, 2020 to authorize the Board of Directors to raise funds by making
an initial public offering.

2) We have passed a special resolution on —Nov 02, 2020 to authorize the Board of Directors to raise funds by
making an initial public offering.

3)During the year Shehnaz Abid Chanasmawala & Mubaraka Kaunain Jaliwala has resigned from the Board of
Directors on Dec 29, 2020.

Key factors affecting our results of operation:

The business is subjected to various risks and uncertainties, including those discussed in the section titled “Risk
Factor” beginning on page no. 21 of this Prospectus. Our results of operations and financial conditions are affected
by numerous factors including the following:

General economic and demographic conditions;

Fluctuations in foreign and Indian currency;

Our ability to create new;

Our ability to compete successfully with our competitors in terms of competitive pricing, quality service etc;
Significant developments in India‘s economic and fiscal policies;

Our ability to attract and retain distributors, wholesalers;

Our ability to meet our capital expenditure requirements;

Our ability to expand its existing retail network;

Our ability to purchase the material and the availability of the same at reasonable prices;
Our ability to attract and retain its clients;

Our ability to obtain the necessary licenses in timely manner.

Our Significant Accounting Policies:

Our significant accounting policies are described in the Section VII entitled “Financial Statements” on page no.
149of this Prospectus.

Our Results of Operation
The following table sets forth select financial data from restated Profit and Loss Accounts for the for the Quarter

ending on September 2020 and fiscal years ended March 31, 2020, 2019,2018and the components of which are also
expressed as a percentage of total income for such periods.

177
(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30" % of 30" % of % of % of
Particulars September Total March Total 2019 Total 2018 Total
2020 Income 2020 Income Income Income
I. Revenue From
Operation
Sales 159.2 92.83 1509.22 95.00 1837.82 97.33 1476.12 96.12
IL Other Income- 12.29 7.17 79.36 5.00 50.35 2.67 59.55 3.88
Incentives and Drawback
III. Total Revenue 171.49 100 1588.58 100 1888.17 100 1535.67 100
(+I)
IV. Expenses
Cost of Material 47.01 27.41 286.86 18.06 400.91 21.24 585.01 38.09
Consumed
Employee Benefits 24.14 14.08 284.49 17.91 266.03 14.09 198.04 12.90
Expenses
Finance Cost Bai. 1.82 5.79 0.36 6.01 0.32 6.09 0.40
Depreciation and 13.98 8.15 24.3 1,53 23.99 127 27.73 1.81
Amortization Expenses
Admin& Selling 57.03 33.25, 824.47 51.90 908.11 48.09 505.80 32.94
Expenses
Total Expenses 145.27 84.71 1425.91 89.76 1605.05 85.00 1329.32 86.56
V. Profit Before 26.22 15.29 162.67 10.24 283.12 14.99 206.35 13.48
TaxAnd Extraordinary
item (III-IV)
VI. Extraordinary items 8.10 4.72 30.06 1.89 - - - -
VIL. Profit Before Tax 34.32 20.01 132.61 8.35 283.12 14.99 206.35 13.48
VIII Tax expenses
1. Current taxes 9.28 5.41 51.4 3.24 93 4.93 61.46 4.00
2. Tax adjustments for - - (7.14) (0.44) - - 1.44 0.10
earlier years
3. MAT Credit - - - - - - - -
Entitlements
4. Deferred tax 2.10 1.22 (11.74) | (0.74) | (335) | (0.18) (435) | (0.28)
Profit after tax and 22.94 13.68 100.09 6.30 193.47 10.25 147.80 9.62
before extraordinary
items available
for appropriation
Proposed Dividend - - - - - - - -
Dividend distribution tax = = = * = = 3
Net profit carried to 22.94 13.37 100.09 6.30 193.47 10.25 147.80 9.62

Balance sheet

 

 

 

 

 

 

 

 

 

178

 
COMPARISON OF THE FINANCIAL PERFORMANCE OF FISCAL 2020 WITH FISCAL 2019
Revenue from Operations

During the year 2019-20, the total revenue of our company has decreased to Rs1509.22 lakhs as against Rs. 1837.82
lakhs in year 2018-19. It represents decrease of 17.88% of the total revenue. This revenue earned from sales of
events, venue décor and fresh/artificial flowers. With introduction of GST and rationalize the rate structure, our
company’s products and services have become cheaper and thus we have passed on the benefits to end users. Our
Company has started giving franchises in different states during the year, which has helped increase the sales.

Revenue — Other Income

During the year 2019-20, the total other revenue of our company has increased to Rs. 79.36 lakhs as against Rs.
50.35 lakhs in year 2018-19. It represents increased of 57.62% of the other revenue. This revenue is in the nature of
creditors written off, discounts and capital gains on securities.

Total Expenses

The operating cost consists of Material source and purchases of products used & consume, direct expenses related to
events, Employee Benefit Expenses, Finance cost, Depreciation and Administration, Rent & Selling and Marketing
Expenses.

Material Consumed

During the year 2019-20, the cost of material consumed consisted of flowers, event props and site materials. The
material consumed was decreased to Rs. 286.86 lacs from Rs. 400.91lacs as compared to year 2018-19 showing
decrease of 28.45%.This has decreased due to decrease in rates and they are in direct proportion to the decrease in
events organized for clients.

Employee expenses

Expenses incurred on staff and executives and its welfare during the financial year 2019-20was Rs. 284.49lakhs and
2018-19was Rs. 266.03lakhs had been kept as direct expenses towards. This show increased in employees expenses
of 6.94% due to increased in Marketing Representatives, Sales Executives, Admin staff strength in sales and
marketing during the year.

Finance and Interest cost

Expenses incurred on finance and interest cost during the financial year 2019-20decreased to Rs.5.79 Lakhs from
Rs. 6.01 Lakhs in fiscal year 2018-19, showing a decreased by 3.66%. This is due to repayment of loans of vehicles
in lumpsum and in EMI.

Depreciation and amortization expense

During the year 2019-20, depreciation and amortization expense of our company has increased to Rs. 24.30 Lakhs
as against Rs. 23.99 Lakhs in year 2018-19showing an increased by 1.29%.

Administrative & Selling Expenses

Administrative & Selling expenses for the year 2019-20 decreased to Rs. 824.47 lakhs from Rs. 908.11lakhs in
fiscal year 2018-19. The expenses had been decreased due to transfer of many marketing activities to in-house staff
and managers. This show increased by 9.21% as compared to previous year.

Profit/ (Loss) After Tax

The PAT for Financial Year 2019-20has decreased to Rs. 100.09 lakhs from profit of Rs. 193.47 lakhs in Financial
Year 2018-19. This was mainly due to decrease in turnover.

179
COMPARISON OF THE FINANCIAL PERFORMANCE OF FISCAL 2019 WITH FISCAL 2018
Revenue from Operations

During the year 2018-19, the total revenue of our company has increased to Rs 1837.82 lakhs as against Rs.
1,476.12 lakhs in year 2017-18. It represents increase of 24.50% of the total revenue. This revenue earned from sales
of events, venue décor and fresh/artificial flowers. With introduction of GST and rationalize the rate structure, our
company’s products and services have become cheaper and thus we have passed on the benefits to end users. Our
Company has started giving franchises in different states during the year, which has helped increase the sales.

Revenue — Other Income

During the year 2018-19, the total other revenue of our company has decreased to Rs. 50.35 lakhs as against Rs.
59.55 lakhs in year 2017-18. It represents decrease of 15.45% of the other revenue. This revenue is in the nature of
creditors written off, discounts and capital gains on securities.

Total Expenses

The operating cost consists of Material source and purchases of products used & consume, direct expenses related to
events, Employee Benefit Expenses, Finance cost, Depreciation and Administration, Rent & Selling and Marketing
Expenses.

Material Consumed

During the year 2018-19, the cost of material consumed consisted of flowers, event props and site materials. The
material consumed was increased to Rs. 400.91 lacs from Rs. 591.66 lacs as compared to year 2017-18 showing
decreased of 32.24%. This has increased due to increase in rates and they are in direct proportion to the increase in
events organized for clients.

Employee expenses

Expenses incurred on staff and executives and its welfare during the financial year 2018-19 was Rs. 266.03 lakhs
and 2017-18 was Rs. 198.04 lakhs had been kept as direct expenses towards. This show increased in employee
expenses of 34.33% due to increased in Marketing Representatives, Sales Executives, Admin staff strength in sales
and marketing during the year.

Finance and Interest cost

Expenses incurred on finance and interest cost during the financial year 2018-19 decreased to Rs.6.01 Lakhs from
Rs. 6.09 Lakhs in fiscal year 2017-18, showing a decreased by 1.31%. This is due to repayment of loans of vehicles
in lumpsum and in EMI.

Depreciation and amortization expense

During the year 2018-19, depreciation and amortization expense of our company has decreased to Rs. 23.99 Lakhs
as against Rs. 27.73 Lakhs in year 2017-18 showing a decreased by 13.49%.

Administrative & Selling Expenses

Administrative & Selling expenses for the year 2018-19 increased to Rs. 908.11 lakhs from Rs. 505.80 lakhs in
fiscal year 2017-18. The expenses had been increased due to transfer of many marketing activities to in-house staff
and managers. This show increased by 79.54 % as compared to previous year.

Profit/ (Loss) After Tax

The PAT for Financial Year 2018-19 has increased to Rs. 193.47 lakhs from profit of Rs. 147.80 lakhs in Financial

Year 2017-18. This was mainly due to increase in turnover, sales team, focus on cost cutting and control on quality
and material cost & efficiency of staff.

180
COMPARISON OF THE FINANCIAL PERFORMANCE OF FISCAL 2018 WITH FISCAL 2017
Revenue from Operations

During the year 2017-18, the total revenue of our company has increased to Rs. 1476.12 lakhs as against Rs.
1266.33 lakhs in year 2016-17. It represents increase of 16.57% of the total revenue. This revenue earned from sales
of events, venue décor and fresh/artificial flowers. With introduction of GST and rationalize the rate structure, our
company’s products and services have become cheaper and thus we have passed on the benefits to end users. Our
Company has started giving franchises in different states during the year, which has helped increase the sales.

Revenue — Other Income

During the year 2017-18, the total other revenue of our company has increased to Rs. 59.55 lakhs as against Rs.
21.65 lakhs in year 2016-17. It represents increase of 175% of the other revenue. This revenue is in the nature of
creditors written off, discounts and capital gains on securities.

Total Expenses

The operating cost consists of Material source and purchases of products used & consume, direct expenses related to
events, Employee Benefit Expenses, Finance cost, Depreciation and Administration, Rent & Selling and Marketing
Expenses.

Material Consumed

During the year 2017-18, the cost of material consumed consisted of flowers, event props and site materials. The
material consumed was increased to Rs. 591.66 lacs from Rs. 460.26 lacs as compared to year 2016-17 showing
increased of 28.55%. This has increased due to increase in rates and they are in direct proportion to the increase in
events organized for clients.

Employee expenses

Expenses incurred on staff and executives and its welfare during the financial year 2017-18 was Rs. 198.04 lakhs
and 2016-17 was Rs. 184.45 lakhs had been kept as direct expenses towards. This show increased in employees
expenses of 7.37% due to increased in Marketing Representatives, Sales Executives, Admin staff strength in sales
and marketing during the year.

Finance and Interest cost

Expenses incurred on finance and interest cost during the financial year 2017-18 decreased to Rs. 6.09 Lakhs from
Rs7.08 Lakhs in fiscal year 2016-17, showing a decreased by 13.98%.

Depreciation and amortization expense

During the year 2017-18, depreciation and amortization expense of our company has decreased to Rs. 27.73 Lakhs
as against Rs. 32.51 Lakhs in year 2016-17 showing a decreased by 14.70%.

Administrative & Selling Expenses

Administrative & Selling expenses for the year 2017-18 decreased to Rs. 505.80 lakhs from Rs. 520.62 lakhs in
fiscal year 2016-17. The expenses had been decreased due to decreased in business. This show decreased by 2.85%
as compared to previous year.

Profit/ (Loss) After Tax

The PAT for Financial Year 2017-18 has increased to Rs. 147.80 lakhs from profit of Rs. 57.40 lakhs in Financial

Year 2016-17. This was mainly due to increase in turnover, sales team, focus on cost cutting and control on quality
and material cost & efficiency of staff.

181
COMPARISON OF THE FINANCIAL PERFORMANCE OF FISCAL 2017 WITH FISCAL 2016

Revenue from Operations

During the year 2016-17, the total revenue of our company has increased to Rs. 1266.33 lakhs as against Rs.
1168.42 lakhs in year 2015-16. It represents increase of 8.38% of the total revenue. This revenue earned from sales
of events, venue décor and fresh/artificial flowers. With introduction of GST and rationalize the rate structure, our
company’s products and services have become cheaper and thus we have passed on the benefits to end users. Our
Company has started giving franchises in different states during the year, which has helped increase the sales.
Revenue — Other Income

During the year 2016-17, the total other revenue of our company has increased to Rs. 21.65 lakhs as against Rs.
19.25 lakhs in year 2015-16. It represents increased of 12.47% of the other revenue. This revenue is in the nature of
creditors written off, discounts and capital gains on securities.

Total Expenses

The operating cost consists of Material source and purchases of products used & consume, direct expenses related to
events, Employee Benefit Expenses, Finance cost, Depreciation and Administration, Rent & Selling and Marketing
Expenses.

Material Consumed

During the year 2016-17, cost of material consumed consisted of flowers, event props and site materials. The cost
of material consumed was increased to Rs. 460.26 lacs from Rs. 411.95 lacs as compared to year 2015-16 showing
increased of 11.73 %. This has increased due to increase in rates and they are in direct proportion to the increase in
events organized for clients.

Employee expenses

Expenses incurred on staff and executives and its welfare during the financial year 2016-17 was Rs. 184.45 lakhs
and 2015-16 was Rs. 145.16 lakhs had been kept as direct expenses towards business operation. This show
decreased in employee expenses of 27.07 %

Finance and Interest cost

Expenses incurred on finance and interest cost during the financial year 2016-17 increased to Rs. 7.08 Lakhs from
Rs. 3.03 Lakhs in fiscal year 2015-16, showing a increased by 133.66% This is due to repayment of loans of
vehicles in lumpsum and in EMI.

Depreciation and amortization expense

During the year 2016-17, depreciation and amortization expense of our company has decreased to Rs. 32.51 Lakhs
as against Rs. 20.32 Lakhs in year 2015-16.

Administrative & Selling Expenses

Administrative & Selling expenses for the year 2016-17 increased to Rs. 520.62 lakhs from Rs. 480.77 lakhs in
fiscal year 2015-16. The expenses had been increased due to increased in business. This show increased by 8.29% as
compared to previous year.

Profit/ (Loss) After Tax

The PAT for Financial Year 2016-17 has increased to Rs. 57.40 lakhs from profit of Rs. 56.09 lakhs in Financial
Year 2015-16. Our company has made profit during the year even sluggish overall market & heavy competition.

182
Information required as per Item (II) (C) (i) of Part A of Schedule VI to the SEBI Regulations:

1.

10.

11.

Unusual or infrequent events or transactions.

Except as described in this Prospectus, during the periods under review there have been no transactions or
events, which in our best judgment, would be considered unusual or infrequent.

Significant economic changes that materially affected or are likely to affect income from continuing
Operations.

Other than as described in the section titled “Risk Factors” beginning on page no. 21 of this Prospectus
respectively, to our knowledge there are no known trends or uncertainties that have or had or are expected to
have a material adverse impact on revenues or income of our Company from continuing operations.

Income and Sales on account of major product/main activities.

Income and sales of our Company on account of major services/ main activities derives from wedding
management activities.

Whether the company has followed any unorthodox procedure for recording sales and revenues.
Our Company has not followed any unorthodox procedure for recording sales and revenues.

Known trends or uncertainties that have had or are expected to have a material adverse impact on
revenue or income from continuing operations.

Other than as described in the section titled “Risk Factors” beginning on page no. 21 of this Prospectus, in our
opinion there are no known trends or uncertainties that have or had or are expected to have a material adverse
impact on revenues or income of our Company from continuing operations.

Future changes in relationship between costs and revenues, in case of events such as future increase in
labour or material costs or prices that will cause a material change are known.

Our Company’s future costs and revenues can be impacted by an increase in labour costs as the company looks
to hire talent with new skills and capabilities for the digital economy who may be in short supply.

Extent to which material increases in net sales or revenue are due to increased sales volume, introduction
of new products or services or increased sales prices.

Increases in our revenues are by and large linked to increases in the volume of business.
Total turnover of each major industry segment in which the issuer company operated.

Our Company is in the business of services- wedding and event management. Relevant industry data, as
available, has been included in the chapter titled “Jndustry Overview” beginning on page 81 of this Prospectus.

Status of any publicly announced new products or business segment.

Our Company has not announced any new service and segment publicly.

The extent to which business is seasonal.

Our Company’s business is seasonal in nature- wedding and event management business. However our
Company is not completely dependent on that particular business which doesn’t make it a big threat to the

future prospects of the Company. However, the business of the company does depend on Growth potential in
the region and country’s economy.

Any significant dependence on a single or few suppliers or customers.
183
12.

Our Company is not significantly dependent on a certain customer and supplier for last 3 years. However,
significant proportion of our revenues have historically been derived from a limited number of customers. The
% of Contribution of our Company‘s customer and supplier vis-a-vis the total revenue from operations
respectively as on September 30, 2020 is as follows:

 

 

 

 

Particulars Customers Suppliers
Top 5 % 16.13 6.2
Top 10 % 20.46 8.32

 

 

 

Competitive conditions.

Competitive conditions are as described under the Chapters titled “Industry Overview” and “Business

Overview ” ‘beginning on pages 81and 95, respectively of the Prospectus.

184

 
Capitalization Statement

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Pre Issue as on September,2020 Post Issue
Borrowing
Short - Term Debt = =
Long - Term Debt 6.92 6.92
Total Debt 6.92 6.92
Shareholders' Funds
Share Capital
- Equity 408.00 560.00
Less: Calls - in — arrears - z
Share Application money
- Preference = zi
Reserves & Surplus Including Premium 541.06 1164.26
Total Shareholders’ Funds 949.06 1724.26
Long - Term Debt / Shareholders Fund 0.01 0.01
Short - Term Debt / Shareholders Fund 0.01 0.01

 

Notes:

1) The figures disclosed above are based on the restated summary statement of assets & Liabilities of the

company.

2) The above statement should be read with the significant accounting policies and notes to restated summary,
statements of the assets & liabilities, profit and losses and cash flows appearing in annexure 01, 02, 03 and

04.

3) Short term debts represent which are expected to be paid/ payable within 12 months and excludes

installment of term loans repayable within 12 months.

4) Long term Debts represent debts other than Short Term Debts as defined above but includes installment of
term loans repayable within 12 months grouped under other current liabilities.

185

 
STATEMENT OF FINANCIAL INDEBTEDNESS

Our Company has availed certain loans in the ordinary course of business for the purposes including,but not limited
to meeting its working capital requirements and financing its capital expenditure. Our Company has made an
application for obtaining an NOC and has obtain the NOC from the Principal Bankers.

Unless otherwise stated, the approvals and/or sanctions are valid as of the date of this Prospectus and incase the said
approvals and/or sanctions have expired, we have either made an application for renewal or are in the process of
making an application for renewal.

Pursuant to a special resolution of our Shareholders passed at the Annual general meeting held on September 15,
2018, our Board has been authorized to borrow, from time to time, such sums of money as our Board may deem fit
for the purpose of the business of our Company, whether secured or unsecured, notwithstanding that the monies to
be borrowed, together with the monies already borrowed by our Company (apart from temporary loans obtained or
to be obtained from our Company’s bankers in the ordinary course of business), would exceed the aggregate of the
paid-up capital and free reserves of our Company provided that the total amount which may be borrowed by our
Board, and outstanding at any time, shall not exceed Rs. 500.00 Crores for the time being, including the money
already borrowed by our Company.

As on the date of filing of this Prospectus, the overall borrowings of our Company do not exceed the overall limit as
specified under Section 180(1)(c) of the Companies Act, 2013.

Facilities availed by us

As on September, 2020the aggregate outstanding borrowings of our Company are as follows:
(Rs. In Lakhs)

 

 

 

 

 

Category of Borrowings Sanction Limit UE peer nat,
Secured Borrowings 123.79 81.54
Unsecured Borrowings 0 0
Any Other Borrowings- Borrowings from NA. NA.
Promoters, Directors and Relatives
Total 123.79 81.54

 

 

 

 

 

A) Secured Loans

 

Bank Name - Kotak Bank Limited
Our Company has been sanctioned Rs. 100.00 Lakhs and from Kotak Bank Ltd vide their letter no.1011840
dated25.10.2018. The terms and conditions of the Loan mentioned as below:

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount of Loan Rs.100.00 Lakhs

Currency INR

Nature of Facility Over Draft Facility*

Purpose Working Capital Limit OD facility

Rate of Interest 9.75% p.a.

Repayment Interest payable on monthly basis on average monthly outstanding amount
Registered Mortgage of office premises-303/304/305, Simran Plaza, Khar

Security 4th Road, Next to Regal Enclave Hotel, Khar (West), Mumbai — 400
052, Maharashtra, India

Penal Interest N.A.

Balance as on September,2020 71.29

 

*The overdraft facility available by the company shall automatically stand reduced annually by an amount equal to
Maximum overdraft limit divided by the total tenure of the overdraft facility.

186
 

Bank Name — HDFC Bank Limited

 

Our Company has been sanctioned Rs.
51046374dated 02.11.2017. The terms

. 13.28 Lakhs and from HDFC Bank Limited vide their agreement no.
and conditions of the Loan mentioned as below:

 

Amount of Loan

Rs.13.28 Lakhs

 

 

 

 

 

 

 

 

Currency INR

Nature of Facility Canter

Purpose Commercial Use

Rate of Interest 12.02% p.a.

Tenure 47 Months payable on monthly EMI
Security Canter

Penal Interest 2% p.m. on unpaid EMI

Balance as on September,2020 Rs. 6.92Lacs

 

 

Bank Name - HDFC Bank

 

Our Company has been sanctioned
dated29.09.2018. The terms and conditi

Rs. 10.62 Lakhsand from HDFC Bank vide their letter no. NIL
ions of the Loan mentioned as below:

 

Amount of Loan

Rs.10.62 Lakhs

 

 

 

 

 

 

 

 

 

 

Currency INR

Nature of Facility Canter

Purpose Commercial Use

Rate of Interest 12.02% p.a.

Repayment 47 Months payable on monthly EMI
Security Canter

Penal Interest 2% p.m. on unpaid EMI

Balance as on September,2020 3.34lacs

 

Notes:

 

1) The figures disclosed above are based on the restated summary statement of assets and liabilities of the
Company.

2) The above statement should be read with the significant accounting policies and notes to restated summary,
statements of assets and liabilities, profits and losses and cash flows appearing in Annexure’s 01,02,03 and 04.

B) Unsecured Loans- NIL

187
SECTION X- LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no outstanding (I) criminal proceedings, (II) actions taken by statutory or
regulatory authorities, (III) disciplinary action including penalty imposed by the SEBI or stock exchanges against
our Promoters in the last five Fiscals, including outstanding action, (IV) claims related to direct and indirect taxes
in a consolidated manner, (V) details of any other pending material litigation which are determined to be material
as per a policy adopted by our Board (‘““Materiality Policy”), in each case involving our Company, Promoters and
Directors, (the “Relevant Parties”).

For the purpose of (V) above, our Board in its meeting held on November 10, 2020, has considered and adopted a
policy of materiality for identification of material litigation involving the Relevant Parties. In terms of the
Materiality Policy, all pending litigation involving the Relevant Parties, other than criminal proceedings, actions by
regulatory authorities and statutory authorities, disciplinary action including penalty imposed by SEBI or stock
exchanges against the Promoters in the last five Fiscals including outstanding action, and tax matters, would be
considered ‘material’ if:

(a) the monetary amount of claim by or against the entity or person in any such pending proceeding is in excess of
1% of the profit after tax of our Company for the most recent audited fiscal period;

(b) the decision in one litigation is likely to affect the decision in similar litigations, even though the amount
involved in such single litigation individually may not exceed the abovementioned threshold, but if similar
litigation put together collectively exceeds the threshold; and

(c) Such litigation wherein the monetary liability is not quantifiable which is or is expected to be material from the
perspective of the Company’s business, operations, prospects or reputations.

Except as stated in this section, there are no outstanding material dues to creditors of our Company. For this
purpose, our Board pursuant to board resolution November 10, 2020, has considered outstanding dues to any
creditor of the Company having monetary value which exceeds 5% of consolidated trade payables of the Company
as per the last consolidated audited financial statements of the Company disclosed in the Prospectus, as material.

Further, for outstanding dues to any micro, small or medium enterprise, the disclosure shall be based on
information available with the Company regarding status of the creditor as defined under the Micro, Small and
Medium Enterprises Development Act, 2006, as amended read with the rules and notifications thereunder, as has
been relied upon by its statutory auditors.

Our Company, our Promoters and/or our Directors, have not been declared as wilful defaulters by the RBI or any
governmental authority, have not been debarred from dealing in securities and/or accessing capital markets by
SEBI and no disciplinary action has been taken by SEBI or any stock exchange(s) against our Company, our
Promoters or our Directors, that may have a material adverse effect on our business or financial position, nor, so
far as we are aware, are there any such proceedings pending or threatened.

Further, except as stated herein, there are no past cases in which penalties have been imposed on the Company, its
Promoters, its Directors or its Group Companies, and there is no outstanding litigation against any other Company
whose outcome could have a material adverse effect on the position of the Company. Further, there are no cases of
litigation, 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, apart from those as stated below, there are no show-cause notices / claims served on the Company, its
Promoters and its Directors or its Group Companies from any statutory authority / revenue authority that would

188
have a material adverse effect on our business. Unless otherwise stated to contrary, the information provided is as
of date of this Prospectus.

(A) Pending Litigations Relating to Our Company
(i) Labour Cases filed against the Company —: NIL

(ii) Labour Cases filed by the Company : NIL
(iii) Civil Cases filed against the Company : NIL
(iv) Civil Cases filed by the Company : YES
(v) Criminal cases against the company : NIL
(vi) Criminal cases filed by the company : YES
(vii) Notices served on the Company : NIL
(viii) Tax related matters : YES

I. Civil Cases filed by our Company
1. Party Cruisers Limited vs Shubham Kumar - Registration no. CARBP/306/2020

Our Company has filed a petition under Section 9 of the Arbitration and Conciliation Act, 1996 before the High
Court of Judicature at Bombay against Mr. Shubham Kumar ("Accused"). The Accused had entered into a
franchise agreement ("agreement") with the Company pursuant to which the Accused was permitted to use the
proprietary materials for the business of event management under the brand and distinctive service marks
"Vivian", "VOW’s — Away and Beyond" and "Event Factory”. The agreement expired by efflux of time on
February, 28 2019.However, the Accused continued to use the proprietary materials of the Company and also
failed to return the materials of the petitioner. The matter is presently pending.

II. Criminal Cases filed by our Company
1. Party Cruisers Private Limited vs M/s Winning Edge& Others — Case No. Summons Cases SS/0702586/2013

Our Company has filed a complaint under Section 138 of the Negotiable Instruments Act, 1881 before the
Metropolitan Magistrate, 58" Court at Bandra against M/s Winning Edge and Others ("Accused") on account of
the dishonor of a cheque of % 7,00,000 which was issued by the Accused to the Company towards the balance
amount payable in respect of the services provided by our Company to the Accused. The matter is presently
pending.

2. Party Cruisers Limited vs Ashley D’souza- Case No. Summons Cases SS/0702247/2015

Our Company has filed a complaint under Section 138 of the Negotiable Instruments Act, 1881 before the
Metropolitan Magistrate, 58" Court at Bandraagainst Ashley D’souza ("Accused"), an ex-employee of our
Company, for dishonor of the cheque of % 8,75,000. The cheque was issued by the Accused to our Company as a
performance guarantee in terms of the employment agreement between our Company and the Accused. The
matter is presently pending.

3. Party Cruisers Private Limited vs Shyamal Rakhasia- Case No. Summons Cases SS/0000774/2016

Our Company has filed a complaint under Section 138 of the Negotiable Instruments Act, 1881 before the 43"
Court of Metropolitan Magistrate at Borivali against Shyamal Rakhasia ("Accused"), an ex-employee of the
Company, for dishonor of a cheque of % 46,000 which was issued by the Accused to the Company as a
performance guarantee in terms of the employment agreement between our Company and the Accused. The
matter was later shifted to Metropolitan Magistrate, 58°" Court at Bandra and the matter is presently pending.

4. Party Cruisers Limited vs Harsh Jain- Case No. Summons Cases SS/5801680/2018

Our Company has filed a criminal complaint before the Metropolitan Magistrate, 58" Court at Bandra under
Section 138 of the Negotiable Instruments Act, 1881 against Harsh Jain ("Accused") on account of the dishonour:
of a cheque of = 14,16,000 which was issued by the Accused towards the services provided by our Company for
organizing the wedding events. The matter is presently pending.

5. Party Cruisers Limited vs Rajiv Agarwal- Criminal Complaint No. 2742/SS/13

Our Company has filed a complaint under Section 138 of the Negotiable Instruments Act, 1881 before the
189
Metropolitan Magistrate, 58"" Court at Bandraagainst Rajiv Agarwal ("Accused"), for dishonor of the cheque of =
99,000.The cheque was issued by the Accused to our Company towards the balance amount payable in respect of
the services provided by our Company to the Accused. The matter is presently pending.

Til. Tax Related Matters

Tax Claims made against our Company

 

 

 

 

 

Particulars No. of cases Aggregate amount involved (in Rs.) *
Direct Tax Not Ascertainable** 87,69,412.84
Indirect Tax :
Total Not Ascertainable ** 87,69,412.84

 

 

 

 

* to the extent ascertainable.
**since it includes the TDS defaults for the “prior years”

Tax Claims made by our Company

 

 

 

 

 

Particulars No. of cases Aggregate amount involved (in Rs.)
Direct Tax 2 82,54,759
Indirect Tax - -
Total 2 82,54,759

 

 

 

 

(B) Pending Litigation Relating to the Promoters of Our Company

a) Criminal Case against our promoters : YES
b) Civil Cases Against Our Promoters : NIL
c) Criminal Cases Filed By Our Promoters : NIL
d) Civil Case Filed By Our Promoters : YES
e) Cases Relating To Tax Matters : YES

I. Criminal case against our Promoters

1. Tardeo Police Station vs. Saroj Balram Naidu and Zuzer Hatim Lucknowala - Case No. Police Cases
PW/0400150/2017

Tardeo Police Station has registered a First Information Report against Zuzer Hatim Lucknowala and Saroj
Balram Naidu under the provisions of Section 65 (e) of Maharashtra Prohibition Act 1949 and Section 4 and 29
of the Cigarettes and Other Tobacco Products (Prohibition of Advertisement and Regulation of Trade and
Commerce, Production, Supply and Distribution) Act, 2003 read with Rule 3 (3) of the Prohibition of Smoking
in Public Places Rules, 2008.The FIR has been filed by Rajkumar Sarjine for the alleged selling of liquor and
Hukka/SheeshaatDio’s Banquet in Tardeo without the regulatory permission. The matter is presently pending.

I

S

. Civil case by our Promoters
1. Mr. Zuzer Hatim Lucknowala vs. Union of India — Writ Petition No. 557 of 2019

Mr. Zuzer Hatim Lucknowala (“Petitioner”) has filed this writ petition against Union of India challenging his
disqualification under section 164(2) of the Companies Act, 2013 upon non filing of financial statements or
annual returns of Karmaan Hospitality Private Limited for the continuous period of three financial years. The
Petitioner, through this writ petitioner, has prayed for setting aside and quash his disqualification to act as
director. The matter is presently pending.

Til. Tax Related Matters

 

 

 

 

 

Particulars No. of cases Aggregate amount involved (in Rs.)
Direct Tax 2 782
Indirect Tax - -
Total 2 *782

 

 

 

 

*From the aggregate amount mentioned above, Rs.62/- belongs to Mrs. Rachana Lucknowala and Rs. 720/-
belongs to Mr. Zuzer Hatim Lucknowala

190
(C) Pending Litigations Relating to the Directors of Our Company

 

 

 

 

a) Criminal case against our Directors :NIL
b) Civil Cases Against Our Directors : NIL
c) Criminal Cases Filed By Our Directors : NIL
d) Civil Case Filed By Our Directors : NIL
e) Cases Relating To Tax Matters : YES
A. Tax Related Matters
Particulars No. of cases Aggregate amount involved (in Rs.)
Direct Tax 7 5,36,182
Indirect Tax - -
Total az *5,36,182

 

 

 

 

 

“From the aggregate amount mentioned above, Rs. 5,24,367/- belongs to Mr. Kartikeya Desai , Rs. 7,420/- belongs to Mr.
Manish Chandak, Rs.62/- belongs to Mrs. Rachana Lucknowala and Rs.4333 /- belongs to Mr. Sameer Bhaghat.

(D) Litigations Relating to Our Promoter Group and Group Companies/ Entities

a) Criminal case against our Promoter Group and Group =: NIL
Companies/ Entities

b) Civil Cases Against Our Promoter Group and Group: NIL
Companies/ Entities

c) Criminal Cases Filed by Our Promoter Group and : YES
Group Companies/ Entities

d) Civil Case Filed by Our Promoter Group and Group: NIL
Companies/ Entities

e) Cases Relating to Tax Matters : NIL

I. Criminal Cases Filed by Group Companies
1. Dio’s Hotel LLP vs Sumit Ghadiyali Case No. Summons Cases SS/8499/2016

Dio’s Hotel LLP, one of our Group Company, has filed a complaint under Section 138 of the Negotiable
Instruments Act, 1881 before the 33rd Court of Metropolitan Magistrate at Ballard Pier, Mumbai against Sumit
Ghadiyali ("Accused"), an ex-employee of the Company, for dishonor of a cheque of % 3,00,000/- which was
issued by the Accused to the Company as a performance guarantee in terms of the employment agreement
between our Company and the Accused. The matter is presently pending.

PAST CASES IN WHICH PENALTIES HAVE BEEN IMPOSED ON THE COMPANY, OUR
PROMOTERS, DIRECTORS, PROMOTER GROUP AND GROUP COMPANIES

There are no past cases in the last five years in which penalties have been imposed on the Company, our promoters,
directors, members of promoter group and group companies.

OUTSTANDING DUES TO CREDITORS

The Board of Directors of our Company at their meeting held on November 10, 2020, has decided that the
creditors of our Company to whom an amount exceeding 5% of the Company’s consolidated net profit as per the
last audited financial statements was outstanding, were considered ‘material’creditors. Based on these criteria, our
Company had the following creditors as on September 30, 2020:

 

Particulars No. of Creditors Amount Outstanding (Rs. in Lakhs)

 

Micro, Small and Medium Enterprise -

 

59.31

 

 

 

 

 

Material dues to creditors 59
Other dues to creditors - -
Total 59 59.31

 

For the details pertaining to amounts due towards such creditors see “Summary Financial Information”

beginning on page no.42 of this Prospectus.

191

 
For further details, please see the website of the Company at https://www.partycruisersindia.com/

Information provided on the website of our Company is not a part of this Prospectus and should not be deemed to
be incorporated by reference. Anyone placing reliance on any other source of information, including our
Company's website, would be doing so at its own risk.

Disciplinary action including penalty imposed by SEBI or Stock Exchanges against the Promoters during
the last 5 financial years

There are no disciplinary actions including penalty imposed by SEBI or Stock Exchanges against the Promoters
during the last 5 financial years including outstanding actions.

Except as disclosed elsewhere in audited financial statements of the Company, there have been no material
developments that have occurred after the last Balance Sheet Date duly signed by the Board of Directors.

MATERIAL DEVELOPMENTS

Except as stated in the chapter titled “Management’s Discussion and Analysis of Financial Conditions and
Results of Operations” beginning on page no. 176 of this Prospectus, no material developments have taken place
after September 30, 2020, the date of the latest balance sheet, that would materially adversely affect the
performance of the 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 EMERGE platform of
NSE.

192
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. ; a Registration / Nature Of Registration / Date Of Valid Up
No. Ce License No. License Registration to
i. Allotment of Goods Service Tax | September
2 Government of India | 27AABCP2049N1Z6 Identification Number (GSTIN) | 23, 2017 Perpetual
Commissioner of Allotment of Tax Deduction | April 27,
3. Income Tax, Mumbai MUMP11527F Account No (TAN) 2017 Petpetiial
Department of Sales 5 Allotment of Professional Tax | May 06,
4. Tax, Mumbai 27540736560P No (PE) 2015 Perpetual
Department of Sales Allotment of Professional Tax | May 06,
Bs Tax, Mumbai 99051732559P No (PE) * 2015 Perpetual
Please note that all the above government certificates are valid till it has been cancelled.
* The certificate has been issued under the name of Mrs. Rachana Zuzer Lucknowala.
Business and Industry Related:
Sr. 4 : Registration / Fi 7 4 Date Of Valid Up
No. | Jssuing Authority Ticense No: Nature Of Registration / License Registration to
8 i Udyog Aadhaar Registration
Ministry of Micro, a s
1. | Small and Medium | MHigE0035551 |  Cettificate under the Micro, Small June 08, | Perpetual
Enterprises and Medium Enterprises 2018
p Developments Act, 2006
Ministry of as
3. | Commons aad 0313025266 Certificate of uo Code | July 30, 2015 | Perpetual
industry(DGFT) .
Mumbai Municipal Maharashtra Shops and March March 04,
3. Coorporation 820037551 Establishments Act 05,2019 2021
Mumbai Municipal Maharashtra Shops and June 03 June 02,
4. Coorporation 820052543 Establishments Act 2019 2021

 

 

 

 

 

 

Please note that all the above government certificates are valid till it has been cancelled
D) INTELLECTUAL PROPERTY RIGHTS
INTELLECTUAL PROPERTY

As on the date of this Prospectus, the company does not hold any other kind of Intellectual Property Rights except as
mentioned below:

 

 

 

 

 

sr. TM/ Date of Validity/ (Curent
- TM Name “ Application | TMType Registration/ Renewal
No. Bee Status
No. Application Date
1)
bt CLASS
Va, 2332880 a 17/05/2012 16/5/2022 ACTIVE
The
Wedding Planning Company
2)
Saad 2332881 a S 17/05/2012 16/5/2022 ACTIVE
‘The
Wedding Planning Company
3)
Saad 2332879 CLASS 17/05/2012 16/5/2022 | ACTIVE
The
Wedding Planning Company

 

 

 

 

 

 

 

 

 

 

X please note the trade marks are registered under the name of Party Cruisers Private Limited. The Company is yet to make an application for

changing the name from “Party Cruisers Private Limited” to “Party Cruisers Limited”

Our company has confirmed that no other applications have been made by our Company nor has it registered any
other type of intellectual property including trademarks/copyrights/patents etc.

194

 

 
GOVERNMENT AND OTHER APPROVALS

We have received the necessary consents, licenses, permissions and approvals from the Government and various
governmental agencies required for our present business activities (as applicable on date of this Prospectus) and
except as mentioned below, no further approvals are required for carrying on our present business.

In view of the approvals listed below, we can undertake the Issue and our current/ proposed business activities and
no further major approvals from any governmental or regulatory authority or any other entity are required to be
undertaken in respect of the Issue or to continue our business activities. It must be distinctly understood that, in
granting these approvals, the Government of India and other authority does not take any responsibility for our
financial soundness or for the correctness of any of the statements made or opinions expressed in this behalf. Unless
otherwise stated, these approvals are all valid as of the date of this Prospectus.

The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our
Company to carry out its activities. The following statement sets out the details of licenses, permissions and
approvals taken by us under various central and state laws for carrying out our business.

For further details in connection with the regulatory and legal framework within which we operate, please refer to
the chapter titled ‘Key Industry Regulations and Policies’ on page no. 108 of this Prospectus.

A) APPROVALS FOR THE ISSUE
Corporate Approvals

1. Our Board has pursuant to a resolution passed at its meeting dated on October 24, 2020, under Section 62(1)(c)
of the Companies Act 2013, authorized the Fresh Issue of Equity Shares, subject to the approval of the
shareholders and such other authorities as may be necessary.

2. Our Shareholders have pursuant to a special resolution passed at their meeting dated November 02, 2020under
Section 62(1)(c) and other applicable provisions of the Companies Act 2013, authorized the Fresh Issue of
Equity Shares.

In- principle approval from the Stock Exchange

3. Our Company has obtained an approval from the NSE EMERGE for listing our Equity Shares through their
Letter dated February 03, 2021 bearing reference number NSE/LIST/887.

Agreements with NSDL and CDSL
4. Agreement dated March 30, 2019 between CDSL, the Company and the Registrar to the Issue;
Agreement dated April 26, 2019 between NSDL, the Company and the Registrar to the Issue;
6. The Company's International Securities Identification Number (“ISIN”) is INEO6ZX01015.
B) APPROVALS IN RELATION TO INCORPORATION

7. Certificate of Incorporation dated December 02, 1994in the name of “Party Cruisers Private Limited” was
issued by the Registrar of Companies, Mumbai, Maharashtra.

8. Fresh Certificate of Incorporation dated November13, 2013under consequent upon change of name of our
Company on conversion to a public limited company i.e. from "Party Cruisers Private Limited" to "Party
Cruisers Limited” was issued by the Registrar of Companies, Mumbai, Maharashtra.

9. The Corporate Identity Number (CIN) of the Company isU63040MH1994PLC083438.
C) APPROVALS/ LICENSES IN RELATION TO THE BUSINESS OF OUR COMPANY

We require various approvals and/ or licenses under various rules and regulations to conduct our business.
Some of the material approvals required by us to undertake our business activities are set out below:

Direct and Indirect Laws Related:

 

 

 

Sr. ' 5 Registration / Nature Of Registration / Date Of Valid Up
No. Tune Qutborty License No. License Registration to
| peelstaton | AABCP2049N | Allotment of Permanent | August. 09,
. Account Number (PAN) 2014
Department

 

 

 

 

 

 

193

 
SECTION XI- OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue

1. The Fresh Issue of Equity Shares has been authorized by a resolution by the Board of Directors passed at their
meeting held on October 24, 2020under Section 62(1)(c) of the Companies Act 2013 and subject to the approval
of the shareholders and such other authorities as may be necessary.

2. The Fresh Issue of Equity Shares has been authorized by a resolution by the EGM passed at their meeting held
on November 02, 2020 under Section 62(1)(c) and other applicable provisions of the Companies Act 2013.

Our Company has also obtained all necessary contractual approvals required for the Issue. For further details, refer
to the chapter titled ‘Government and Other Approvals’ beginning on page no. 193 of this Prospectus.

Our Company has received approval from NSE vide their letter dated February 03, 2021 to use the name of NSE in
this Prospectus for listing of the Equity Shares on EMERGE Platform of NSE which is the Designated Stock
Exchange.

Prohibition by SEBI, RBI or Governmental Authorities

We confirm that our Company, Directors, Promoters, members of the Promoter Group and Group Companies or the
directors and promoters of our Promoter Companieshave not been prohibited from accessing or operating in the
capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by
SEBI or any other regulatory or governmental authority.

We also confirm that our Promoters, Directors or Group Companies or persons in control of our Company were or
are associated as promoters, directors or persons in control of any other company have not been debarred from
accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or
governmental authority.

Further, none of our Directors are or were associated with any entities which are engaged in securities market related
business and are or registered with SEBI for the same.

We, further confirm that none of our Company, it’s Promoters, relatives of Promoters (as defined under Companies
Act, 2013) its Directors and its Group Companies have been identified as willful defaulters by the RBI or other
authorities.

The listing of any securities of our Company has never been refused by any of the stock exchanges in India.
Compliance with the Companies (Significant Beneficial Ownership) Rules, 2018

Our Company is in compliance with the Companies (Significant Beneficial Ownership) Rules, 2018 (“SBO
Rules”), to the extent applicable, as on the date of the Prospectus.

Association with Securities Market

We confirm that none of our Directors are in any manner associated with the securities market and there has been no
action taken by SEBI against our Directors or any entity in which our Directors are involved as promoters or
directors except as stated under the chapters titled “Risk factors”, “Our Promoter, Promoter Group”, “Group

Companies” and “Outstanding Litigations and Material Developments” beginning on page nos. 21, 137, 144 and
188 respectively, of this 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 229(1) and other provisions of Chapter IX of
the SEBI (ICDR) Regulations, as we are an Issuer whose post-issue face value capital is less than Ten Crores

195
Rupees and we may hence issue shares to the public and propose to list the same on the Small and Medium
Enterprise Exchange ("SME Exchange", in this case being the SME Platform of NSE) known as NSE EMERGE.

As per Regulation 229 (3) of the SEBI ICDR Regulations, our Company satisfies track record and/or other
eligibility conditions of EMERGE Platform of NSE in accordance with the Restated Financial Statements, prepared
in accordance with the Companies Act and restated in accordance with the SEBI ICDR Regulations as below:
1) The Issuer should be a company incorporated under the Companies Act, 1956/2013 in India.

Our Company is incorporated under the Companies Act, 1956 in India.

2) The post issue paid up capital of the company (face value) shall not be more than Rs. 25 Crores.

As on the date of this Prospectus, our Company has a Pre Issue Paid-up Equity Share Capital of Rs. 4.08 Crores
and the Post Issue Paid-up Equity Share Capital will be Rs. 5.60 Crores which is less than Rs. 25.00 Cores.

3) The company should have a (combined) track record of at least 3 years.
The Net Worth and Cash accruals (Earnings before depreciation and tax) from operations of the Company as

per the Restated Financial Statements for the period ending on September 30, 2020and for the year ended
March 31, 2020, 2019 and 2018, is as set forth below:

 

 

 

 

 

 

 

 

(Rs. in Lakhs)
“ As on March 31,
Particulars As on Sept. 30, 2020 2020 2019 2018
Net Worth © 949.06 926.12 806.53, 613.08
Distributable Profit(Loss) 7 22.94 100.09 193.47 147.80
Cash Accruals 40.20 186.97 307.11 234.08
Net Tangible Assets 919.47 894.44 786.57 596.45

 

 

 

 

 

“7 Net Worth has been computed as the aggregate of paid up shares capital, reserves and surplus (excluding
revaluation reserves) and after deducting miscellaneous expenditure not written off, if any.

Distributable profits have been computed in terms section 123 of the Companies Act, 2013.

®Cash accruals has been defined as the earnings before depreciation and tax from operations.

Net Tangible Assets are defined as the sum of fixed assets (including capital work in-progress and excluding
revaluation reserve) investments, current assets (excluding deferred tax assets) less current liabilities
(excluding deferred tax liabilities) and secured as well as unsecured short term liabilities, excluding
intangible assets as defined in Accounting Standard 26 (AS 26) issued by the Institute of Chartered
Accountants of India.

4) Other requirements and disclosures:

a) Our Company has entered into the tripartite agreements with NSDL & CDSL along with our Registrar for
facilitating trading in dematerialized mode.

b) There is no change in the promoter/s of the Company in the preceding one year from date of filing
application with EMERGE Platform of NSE.

c) Our Company has a live and operational website: www.partycruisersindia.com
d) Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).

e) There is no winding up petition against our Company, which has been admitted by the court. Also, no
liquidator has been appointed.

196
f) No material regulatory or disciplinary action has been taken by any stock exchange or regulatory authority
in the past three years against the Company or Promoters or our Directors or members forming a part of the
Promoter Group or Our Companies/ Entities except as mentioned in the chapter titled “Outstanding
Litigation and Material Developments” beginning on page 188 of this Prospectus.

g) Weare nota stock / commodity broking company since incorporation.
h) Weare not a finance company since incorporation.
We further confirm that:

a) Our Company is in compliance with the following conditions specified in Regulation 228 of the SEBI
Regulations, 2018 to the extent applicable.

1) Our Company, our Promoters, member belong to the Promoter Group, our Group Companies/ Entities, our
Directors and the companies with which our Promoters & Directors are associated as directors or promoters
or persons in control of any other company have not been prohibited/debarred from accessing or operating
in the capital markets under any order or direction passed by SEBI;

2) None of our Company, our Promoters, member belong to the Promoter Group, our Group Companies/
Entities, our Directors and the companies with which our Promoters & Directors are associated as directors
or promoters or persons in control of any other company have not been declared as ‘Wilful Defaulter’as on
the date of filing this Prospectus.

3) None of our Company, our Promoters, member belong to the Promoter Group, our Group Companies/
Entities, our Directors and the companies with which our Promoters & Directors are associated as directors
or promoters or persons in control of any other company have not been declared as ‘Fugitive Economic
Offender’as on the date of filing this Prospectus.

b) Our Company is in compliance with the following conditions specified in Regulation 230 of the SEBI
Regulations, 2018 to the extent applicable.

1) Our Company has applied to the EMERGE Platform of NSE for obtaining their in-principle listing approval
for listing of the Equity Shares under this Issue and has received the in-principle approval from the
EMERGE Platform of NSE pursuant to its letter no. NSE/LIST/887 having dated February 03,2021. For the
purposes of this Issue, EMERGE Platform of NSE shall be the Designated Stock Exchange;

2) Our Company has entered into the tripartite agreements with NSDL & CDSL along with our Registrar for
facilitating trading in dematerialized mode. The details are as follows:

- Agreement dated March 30, 2019 between CDSL, the Company and the Registrar to the Issue;
- Agreement dated April 26, 2019 between NSDL, the Company and the Registrar to the Issue;
- The Company’s shares bear an ISIN: INE06ZX01015.

3) The Equity Shares of our Company are fully paid and there are no partly paid-up Equity Shares as on the
date of filing this Prospectus;

4) All the Equity Shares held by our Promoters are in dematerialized mode as on the date of filing this
Prospectus;

5) Our Company has made firm arrangements of finance through verifiable means towards seventy five per
cent of the stated means of finance for funding from the issue proceeds, excluding the amount to be raised
through the proposed public offer or through existing identifiable internal accruals. For details, please refer
the chapter “Objects of the Issue” on page no. 70 of this Prospectus;

197
6) The amount dedicated for general corporate purposes, as mentioned in “Objects of the Issue” on page no.
70of this Prospectus, does not exceeding twenty-five per cent (25%) of the amount being raised by the
Issuer.

We confirm that in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, we confirm that:

a) In accordance with Regulation 246 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.

b) In accordance with Regulation 261 of the SEBI (ICDR) Regulations, we have entered into an agreement with
the Lead Manager and Market Maker to ensure compulsory Market Making for a minimum period of (3)three
years from the date of listing of equity shares offered in the Issue. For further details of the arrangement of
market making please refer to paragraph titled ‘Details of the Market Making Arrangement for the Issue’
under chapter titled ‘General Information’ on page no. 46 of this Prospectus.

c) Inaccordance with Regulation 260(1) and 260(2) of the SEBI (ICDR) Regulations, the issue has been hundred
percent underwritten and that the Lead Manager to the Issue has underwritten 100.00 % of the Total Issue Size.
For further details pertaining to said underwriting please refer to paragraph titled ‘Underwriting Agreement’
under chapter titled ‘General Information ‘on page no. 46 of this Prospectus.

d) In accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, we shall ensure that the total number
of proposed Allottee’s in the Issue is not less than fifty, otherwise, the entire application money will be refunded
forthwith. If such money is not repaid within 8 (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 8 (Eight) days, be liable to repay
such application money, with interest as prescribed under the Companies Act, 2013.Further, in accordance with
Section 40 of the Companies Act, 2013, the Company and each officer in default may be punishable with fine
and/or imprisonment in such a case.

e) We further confirm that, we shall be complying with all the other requirements as laid down for such an Issue
under Chapter IX SEBI (ICDR) Regulations, 2018 as amended from time to time and subsequent circulars and
guidelines issued by SEBI and the Stock Exchange.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE PROSPECTUS/PROSPECTUS
TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE
DEEMED OR CONSTRUED THAT THE SAME HASBEEN CLEARED OR APPROVED BY SEBI. SEBI
DOES NOT TAKE ANYRESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY
SCHEME ORTHE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR
THECORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT
OFFER DOCUMENT/DRAFT LETTER OF OFFER/OFFER DOCUMENT. THELEAD MANAGER HAS
CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFTPROSPECTUS / PROSPECTUS ARE
GENERALLY ADEQUATE AND ARE INCONFORMITY WITH THE REGULATIONS. THIS
REQUIREMENT IS TO FACILITATEINVESTORS TO TAKE AN INFORMED DECISION FOR
MAKING INVESTMENT IN THEPROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSUREOF ALL RELEVANT
INFORMATION IN THE PROSPECTUS / PROSPECTUS, THELEAD MANAGER IS EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THATTHE ISSUER DISCHARGES ITS RESPONSIBILITY
ADEQUATELY IN THIS BEHALF ANDTOWARDS THIS PURPOSE, THE LEAD MANAGER HAS
FURNISHED TO SEBI A DUEDILIGENCE CERTIFICATE DATED FEBRUARY 12, 2021 IN THE
FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD
OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.

198
THE DUE DILIGENCE CERTIFICATE FURNISHED WITH SEBI BY THE LEAD MANAGER IS
REPRODUCED BELOW:

“WE, THE UNDER NOTED LEAD MANAGER TO THE ABOVE-MENTIONED FORTHCOMING ISSUE
STATE AND CONFIRM AS FOLLOWS:

1)

2)

3)

4)

5)

6)

WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO
LITIGATION INCLUDING COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH
COLLABORATORS, ETC., AND OTHER MATERIAL WHILE FINALISING THE PROSPECTUS
OF THE SUBJECT ISSUE;

ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER, ITS
DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES AND INDEPENDENT VERIFICATION
OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION,
CONTENTS OF THE DOCUMENTS AND OTHER PAPERS FURNISHED BY THE ISSUER, WE
CONFIRM THAT:

a) THE PROSPECTUS FILED WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA IS
IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS WHICH ARE
MATERIAL TO THE ISSUE;

b) ALL THE MATERIAL LEGAL REQUIREMENTS RELATING TO THE ISSUE, AS SPECIFIED
BY THE SECURITIES AND EXCHANGE BOARD OF INDIA, THE CENTRAL GOVERNMENT
AND ANY COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED
WITH; AND

c) THE MATERIAL DISCLOSURES MADE IN THE PROSPECTUS ARE TRUE AND ADEQUATE
TO ENABLE THE INVESTORS TO MAKE A WELLINFORMED DECISION AS TO THE
INVESTMENT IN THE PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN ACCORDANCE
WITH THE REQUIREMENTS OF THE COMPANIES ACT, 2013, THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018 AND OTHER APPLICABLE LEGAL REQUIREMENTS.

BESIDES OURSELVES, ALL INTERMEDIARIES NAMED IN THE PROSPECTUS ARE ALSO
REGISTERED WITH SEBI AND THAT TILL DATE SUCH REGISTRATION IS VALID.

WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO
FULFIL THEIR UNDERWRITING COMMITMENTS — NOTED FOR COMPLIANCE.

WRITTEN CONSENT FROM THE PROMOTER HAS BEEN OBTAINED FOR INCLUSION OF
THEIR SPECIFIED SECURITIES AS PART OF THE PROMOTER’S CONTRIBUTION SUBJECT
TO LOCK-IN AND THE SPECIFIED SECURITIES PROPOSED TO FORM PART OF THE
PROMOTER’S CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED OR SOLD
OR TRANSFERRED BY THE PROMOTER DURING THE PERIOD STARTING FROM THE DATE
OF FILING THE PROSPECTUS WITH SEBI TILL THE DATE OF COMMENCEMENT OF THE
LOCK-IN PERIOD AS STATED IN THE PROSPECTUS.

ALL APPLICABLE PROVISIONS OF THESE REGULATIONS, WHICH RELATE TO SPECIFIED
SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS’ CONTRIBUTION, HAVE
BEEN AND SHALL BE DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO
COMPLIANCE WITH THE SAID REGULATION(S) HAVE BEEN MADE IN THE PROSPECTUS.

199
7) ALL APPLICABLE PROVISIONS OF THESE REGULATIONS WHICH RELATE TO RECEIPT OF
PROMOTERS’ CONTRIBUTION PRIOR TO OPENING OF THE ISSUE, SHALL BE COMPLIED
WITH. ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE PROMOTERS’
CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE
ISSUE AND THAT THE AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY
SUBMITTED TO THE BOARD.

WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE
PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A
SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE ISSUER ALONG
WITH THE PROCEEDS OF THE ISSUE- NOT APPLICABLE AS THE PROMOTERS
CONTRIBUTION HAS ALREADY BEEN DEPLOYED.

8) NECESSARY ARRANGEMENTS SHALL BE MADE TO ENSURE THAT THE MONIES RECEIVED
PURSUANT TO THE ISSUE ARE CREDITED OR TRANSFERRED TO IN A SEPARATE BANK
ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3) OF SECTION 40 OF THE
COMPANIES ACT, 2013 AND THAT SUCH MONIES SHALL BE RELEASED BY THE SAID BANK
ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES, AND THAT
THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE
ISSUER SPECIFICALLY CONTAINS THIS CONDITION- NOTED FOR COMPLIANCE- AS PER
TRI-PARTITE AGREEMENT WITH BANKERS TO THE ISSUE.

 

9) THE EXISTING BUSINESS AS WELL AS ANY NEW BUSINESS OF THE ISSUER FOR WHICH
THE FUNDS ARE BEING RAISED FALL WITHIN THE ‘MAIN OBJECTS’ IN THE OBJECT
CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE ISSUER
AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED IN THE LAST TEN YEARS ARE
VALID IN TERMS OF THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION.

10) IN CASE OF A RIGHTS ISSUE DISCLOSURE HAS BEEN MADE IN THE DRAFT LETTER OF

OFFER THAT INVESTORS SHALL BE GIVEN AN OPTION TO RECEIVE THE SHARES IN

DEMAT OR PHYSICAL MODE — NOT APPLICABLE.

11) FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT OFFER DOCUMENT/ DRAFT

LETTER OF OFFER:

(A) AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE SHALL BE
ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THEISSUER — NOTED

(B) AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH
ALLDISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE BOARD - NOTED

12) WE SHALL COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENTS IN
TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND

DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 — NOTED FOR COMPLIANCE

13) IF APPLICABLE, THE ENTITY IS ELIGIBLE TO LIST ON THE INSTITUTIONAL TRADING
PLATFORM IN TERMS OF THE PROVISIONS OF CHAPTER X OF THESE REGULATIONS - NOT
APPLICABLE.

14) WE ENCLOSE A NOTE EXPLAINING THE PROCESS OF DUE DILIGENCE THATHAS BEEN
EXERCISED BY US INCLUDING IN RELATION TO THE BUSINESS OFTHE ISSUER, THE RISKS
IN RELATION TO THE BUSINESS, EXPERIENCE OFTHE PROMOTERS AND THAT THE
RELATED PARTY TRANSACTIONSENTERED INTO FOR THE PERIOD DISCLOSED IN THE
OFFER DOCUMENTHAVE BEEN ENTERED INTO BY THE ISSUER IN ACCORDANCE
WITHAPPLICABLE LAWS-— NOTED FOR COMPLIANCE.

15) WE ENCLOSE A CHECKLIST CONFIRMING REGULATION WISE COMPLIANCE WITH THE
APPLICABLE PROVISIONS OF THESE REGULATIONS, CONTAINING DETAILS SUCH AS THE
200
REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE,PAGE NUMBER OF THE
DRAFT OFFER DOCUMEN/DRAFT LETTER OF OFFER WHERE THE REGULATION HAS BEEN
COMPLIED WITH AND OUR COMMENTS, IF ANY—- NOTED FOR COMPLIANCE.

ADDITIONAL _CONFIRMATIONS/ CERTIFICATION TO BE GIVEN BY LEAD MANAGER IN DUE
DILIGENCE CERTIFICATE TO BE GIVEN ALONG WITH OFFER DOCUMENT REGARDING SME
EXCHANGE

1) WE CONFIRM THAT NONE OF THE INTERMEDIARIES NAMED IN THE PROSPECTUS HAVE
BEEN DEBARRED FROM FUNCTIONING BY ANY REGULATORY AUTHORITY.

2) WE CONFIRM THAT ALL THE MATERIAL DISCLOSURES IN RESPECT OF THE ISSUER HAVE
BEEN MADE IN THIS PROSPECTUS AND CERTIFY THAT ANY MATERIAL DEVELOPMENT IN
THE ISSUER OR RELATING TO THE ISSUE UP TO THE COMMENCEMENT OF LISTING AND
TRADING OF THE SPECIFIED SECURITIES OFFERED THROUGH THE ISSUE SHALL BE
INFORMED THROUGH PUBLIC NOTICES/ ADVERTISEMENTS IN ALL THOSE NEWSPAPERS
IN WHICH PRE-ISSUE ADVERTISEMENT AND ADVERTISEMENT FOR OPENING OR CLOSURE
OF THE ISSUE HAVE BEEN GIVEN. - NOTED FOR COMPLIANCE

3) WE CONFIRM THAT THE ABRIDGED PROSPECTUS CONTAINS ALL THE DISCLOSURES AS
SPECIFIED IN THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018. — NOTED FOR COMPLIANCE

4) WE CONFIRM THAT AGREEMENTS HAVE BEEN ENTERED INTO WITH THE DEPOSITORIES
FOR DEMATERIALISATION OF THE SPECIFIED SECURITIES OF THE ISSUER. — NOTED FOR
COMPLIANCE

5) WE CONFIRM THAT UNDERWRITING AND MARKET MAKING ARRANGEMENTS AS PER
REQUIREMENTS OF REGULATION 261 AND 262 OF THE SECURITIES AND EXCHANGE
BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2018, HAVE BEEN MADE.

6) WE CONFIRM THAT THE ISSUER HAS REDRESSED AT LEAST NINETY FIVE PERCENT OF
THE COMPLAINTS RECEIVED FROM THE INVESTORS TILL THE END OF THE QUARTER
IMMEDIATELY PRECEDING THE MONTH OF THE FILING OF THE OFFER DOCUMENT WITH
REGISTRAR OF COMPANIES. — NOTED FOR COMPLIANCE

NOTE:

THE FILING OF THE PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE ISSUER FROM ANY
LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING
SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF
THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF
TIME, WITH THE LEAD MERCHANT BANKER, ANY IRREGULARITIES OR LAPSES IN THIS
PROSPECTUS.

All legal requirements pertaining to the Issue will be complied with at the time of registration of the Prospectus with
the Registrar of Companies, Mumbai in terms of sections 26 and 28 of the Companies Act, 2013.

201
DISCLAIMER CLAUSE OF THE EMERGE PLATFORM OF NSE LIMITED

National Stock Exchange of India Limited (“NSE”) has given vide its letter dated February 03, 2021
permission to our Company to use its name in this Offer Document as one of the Stock Exchanges on which
this company’s securities are proposed to be listed on the EMERGE PLATFORM of NSE.

As required, a copy of this Prospectus shall be submitted to NSE. The Disclaimer Clause as intimated by NSE to us,
post scrutiny of this Prospectus, shall be included in the Prospectus prior to the RoC filing. NSE does not in any
manner:-

« Warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or

« Warrant that this company’s securities will be listed or will continue to be listed on NSE; or
e 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 that this Prospectus has been cleared or approved by NSE.
Every person who desires to apply for or otherwise acquires any securities in this Company may do so pursuant to
independent inquiry, investigations and analysis and shall not have any claim against NSE whatsoever by reason of
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.

DISCLAIMER STATEMENT FROM OUR COMPANY AND THE LEAD MANAGER

Our Company, our Directors and the Lead Manager accept no responsibility for statements made otherwise than in
this Prospectus or in the advertisements or any other material issued by or at instance of our Company and anyone
placing reliance on any other source of information, including our website, www.partycruisersindia.comwould be
doing so at his or her own risk.

PRICE INFORMATION AND THE TRACK RECORD OF THE PAST ISSUES HANDLED BY THE
LEAD MANAGER

For details regarding the price information and the track record of the past Issues handled by the Lead Manager to
the Issue as specified in Circular reference CIR/CFD/DIL/7/2015 dated October 30, 2015 issued by the SEBI, please
refer to 'Annexure A’ to this Prospectus and the website of the Lead Manager at www.focl.in.

AnnexureA
Disclosure of Price Information of Past Issues Handled By Merchant Banker(s)

 

 

 

 

 

 

TABLE1
apogee || OC EEO || aoactrmaen
a iB a | Closing price, [+/- ni - >
Issue |Opening|closing price, [+/-%| . \closing price, [+/-%|
ef Issue |, ._. & & A % change in 5 Fs
Sr. issue Name Size Price Listing |Price on) change in closing dosin change in closing
No. (Rs. Date | listing | benchmark]- 30" S benchmark]-180th
Ce) | BS) date. calendar days from|POnchmark]- 90 nae an
ir.) late |calen ao rom) calendar days ‘calene ar eave ‘om|
6 from listing 8
1.|U. H. Zaveri Ltd_| 7.99 [36.00| 22-05- | 27.00 +0.03(0.02) -0.30 (+0.10) +0.40 (+0.03)
2. | Palm Jewels Ltd | 8.90 [30.00] 12-06-] 37.50 | -0.15(+0.02) -0.25 (+0.06) +0.26 (-0.02)
3.|S. M. Gold | 7.50 | 30.00} 19-10- | 30.60 -0.11 (+0.02) -0.12 (+0.05) +0.01(+0.14)
Veeram Infra 23-10-
4.| Engineering Lid | 10-74|51-00| “sig | 53.00 | +0.04,0.03) -0.05 (+0.08) +0.63(+0.14)
Novateor 13-09-
5. | Research 449 | 24 2019 24.00 +0.74(0.02) +17.08(-0.29) -57.17(12.20)
Laboratories Ltd

 

 

 

 

 

 

 

 

 

 

 

202
 

 

 

+/-% change in| 1% eee +/-% change in
Issue | cue lOpeninglclosing price, [+/-%] "8 PEC." Iclosing price, [+/-%
St | een Size | price | Listing [Price on) change in closing | = change in closing
No. oN (Rs. Ray Date | listing | benchmark]- 30" |, eee goth| benchmark]-180th
cr) | &) date. [calendar days from| ee cnmars); 0th! icndax dayetrom
a calendar days ae
listing aa listing
from listing
Janus 06-02-
6.| Corporation Ltd | 7.99] 50 ] 5599 | 50.70 | +6.51(-8.51) | +6.51(-18.15) | +32.05(-18.32)
25-03-
7. | RO Jewels 491] 36 | 99 | 36 -4,96(-2.93) 0(+2.74) -8.93(3.71)

 

 

 

 

 

 

 

 

 

 

TABLE2: SUMMARYSTATEMENTOFDISCLOSURE

 

No. of IPOs trading | No. of IPOs trading | No. of IPOs trading |No. of IPOs trading at

 

 

 

 

 

Total at discount-30" at premium-30" | at discount-180" premium-180"
____ | Total | amountof | calendar days from | calendar days from | calendar days from | calendar days from
Financial |, of! funds listing listing listing listing
Year | 1P0s |raised (Rs. Tess Tess Tess Tess
Cr) _ [Over |Between | {™ [Over [Between (°* |Over [Between |  |Over [Between | (0°
50% | 25-50% 5% 50% | 25-50% 25% 50% | 25-50% 25% 50% | 25-50% 25%
2019-20} 3 17.39 0 0 1 0 0 2 1 0 J 0 1 0
2018-19, 4 | 35.13 | 0 0 [40 0 [2/1 0 1 [0 0 0
207-18} 4 | 2677 [1 0 [3 fo 0 [2a 0 [of o 0 0
2016-17, 4 | 1693 | 0 0 i[o 0 a) 0 1 [0 0 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DISCLAIMER IN RESPECT OF JURISDICTION

The Issue is being made in India to persons resident in India (including Indian nationals resident in India who are
not minors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and
authorized to invest in shares, Indian Mutual Funds registered with SEBI, Indian financial institutions, commercial
banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under applicable trust law and
who are authorized under their constitution to hold and invest in shares, public financial institutions as specified in
Section 2 (72) of the Companies Act, 2013, VCFs, state industrial development corporations, insurance companies
registered with Insurance Regulatory and Development Authority, provident funds (subject to applicable law) with
minimum corpus of Rs. 2,500 Lakhs, pension funds with minimum corpus of Rs. 2,500 Lakhs and the National
Investment Fund, and permitted non-residents including FIIs, Eligible NRIs, QFIs, multilateral and bilateral
development financial institutions, FVCIs and eligible foreign investors, provided that they are eligible under all
applicable laws and regulations to hold Equity Shares of the Company, this Prospectus does not, however, constitute
an invitation to purchase shares offered hereby in any jurisdiction other than India to any person to whom it is
unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Prospectus
comes is required to inform himself or herself about, and to observe, any such restrictions. Any dispute arising out
of the Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai only.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required
for that purpose, except that this Prospectus has been filed with NSE for its observations and NSE shall give its
observations in due course. Accordingly, the Equity Shares represented hereby may not be offered or sold, directly
or indirectly, and the Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal
requirements applicable in such jurisdiction. Neither the delivery of the Prospectus nor any sale hereunder shall,
under any circumstances, create any implication that there has been no change in the affairs of our Company since
the date hereof or that the information contained herein is correct as of any time subsequent to this date.

203
The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction.

Further, each applicant where required agrees that such applicant will not sell or transfer any Equity Shares or create
any economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued
against the Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in compliance with applicable laws and
legislations in each jurisdiction, including India.

DISCLAIMER CLAUSE UNDER RULE 144A OF THE U.S. SECURITIES ACT

The Equity Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended (the
“Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United
States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S of the Securities Act), except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Accordingly, the Equity Shares will be offered and sold (I) in the United States only to “qualified institutional
buyers”, as defined in Rule 144A of the Securities Act, and (ii) outside the United States in offshore transactions in
reliance on Regulation S under the Securities Act and in compliance with the applicable laws of the jurisdiction
where those offers and sales occur.

The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction.

Further, each applicant where required agrees that such applicant will not sell or transfer any Equity Shares or create
any economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued
against the Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in compliance with applicable laws and
legislations in each jurisdiction, including India.

FILING

This Prospectus shall not be filed with SEBI, nor will SEBI issue any observation on this Prospectus in term of
Regulation 246. However, a copy of the Prospectus shall be filed with SEBI at SEBI at Plot No. C 4-A, G Block,
Near Bank of India, Bandra Karla Complex, Bandra East, Mumbai, Maharashtra 400051 India, simultaneously with
the NSE SME Platform.

A copy of the Prospectus, along with the documents required to be filed under Section 26 of the Companies Act,
2013, will be delivered to the Registrar of Companies, Everest Sth Floor,100 Marine Drive, Mumbai 400002,
Maharashtra, India.

LISTING

In terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, there is no requirement of obtaining In- Principle
approval of the EMERGE Platform of NSE. However, application shall be made to EMERGE Platform of NSE for
obtaining permission for listing of the Equity Shares being offered and sold in the Issue on its EMERGE Platform
after the allotment in the Issue. NSEis the Designated Stock Exchange, with which the Basis of Allotment will be
finalized for the Issue.

The EMERGE Platform of NSE has given its approval for using its name in our Prospectus vide its letter dated
February 03, 2021.

If the permission to deal in and for an official quotation of the Equity Shares is not granted by EMERGE Platform of
NSE, our Company shall forthwith repay, without interest, all moneys received from the applicants in pursuance of
the Prospectus. 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

204
application money, with interest at the rate of 15% per annum on application money, as prescribed under Section 40
of the Companies Act, 2013.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at the EMERGE Platform of NSEmentioned above are taken within 6 Working Days
from the Issue Closing Date.

CONSENTS

We have obtained consents in writing of our Directors, Promoters, Company Sectary &Compliance Officer, the
Lead Manager, Registrar to the Issue, Peer Review Auditor to the Company, the Statutory Auditor, the Legal
Advisor to the Issue, the Legal Advisor to the Company and Banker(s) to the Company, Market Maker(s),
Underwriter(s), and the Banker(s) to the Issue/ Escrow Collection Bank(s) to act in their respective capacities. These
consents will be filed along with a copy of the Prospectus with the RoC as required Section 26 of the Companies
Act, 2013. Further, such consents and report will not be withdrawn up to the time of delivery of the Prospectus for
registration with the RoC.

In accordance with the Companies Act, 2013 and the SEBI (ICDR) Regulations, 2018, M/s Ramanand&

Associates., Chartered Accountants, our Peer Review Auditors have agreed to provide their respective written

consents for inclusion of their report in the form and context in which it appears in this Prospectus and such

consentsand report shall not be withdrawn up to the time of delivery of the Prospectus for filing with the RoC.

EXPERT OPINION TO THE ISSUE

Except as stated below, our Company has not obtained any other expert opinions:

= Report of the Peer Review Auditor on Restated Financial Statements and Management’s Discussion and Analysis of
Financial Conditions and Results of Operations;

= Report of the Statutory Auditor on Statement of Tax Benefits.

As the Equity Shares in the Issue will not be registered under the Securities Act, any references to the term “expert”

herein and the Auditors consents to be named as an “expert” to the Issue are not in the context of a registered

offering of securities under the Securities Act.

ISSUE RELATEDEXPENSES

The expenses of the Issue include, among others, underwriting and management fees, selling commission, printing

and distribution expenses, legal fees, advertising expenses and listing fees. For details of total expenses of the Issue,

see the chapter “Objects of the Issue” beginning on page no. 70 of the Prospectus.

DETAILS OF FEES PAYABLE

Fees Payable to the Lead Manager

The total fees payable to the Lead Manager will be as per the Mandate Letter issued by our Company to the Lead
Manager, the copy of which is available for inspection at our Registered Office.

Fees Payable to the Market Maker(s)

The fees payable to the Market Maker(s) to the Issue will be as per the Agreement dated January 20,2021 between
our Company, Lead Manager and Market Maker, a copy of which is available for inspection at our Registered
Office.

Fees Payable to the Registrar to the Issue

The fees payable to the Registrar to the Issue will be as per the Agreement dated March 27, 2019 executed between
our Company and the Registrar to the Issue, a copy of which is available for inspection at our Registered Office.

205
The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery, postage,
stamp-duty and communication expenses. Adequate funds will be provided by our Company to the Registrar to the
Issue to enable them to send refund orders or Allotment advice by registered post/ speed post/ under certificate of
posting.

Fees Payable to Others

The total fees payable to the Legal Advisor, Auditor, and Advertiser, etc. will be as per the terms of their respective
engagement letters, if any.

Underwriting Commission, Brokerage and Selling Commission

The underwriting and selling commission for the Issue is as set out in the Underwriting Agreement dated Nov 30,
2020between our Company, the Lead Manager/Underwriter and Market Maker, a copy of which is available for
inspection at our Registered Office. Payment of underwriting commission, brokerage and selling commission would
be in accordance with Section 40 of Companies Act, 2013 and the Companies (Prospectus and Allotment of
Securities) Rules, 2014 and any other applicable laws.

PREVIOUS RIGHTS AND PUBLIC ISSUES DURING THE LAST FIVE YEARS

We have not made any previous rights and/or public issues during the last five years and are an "Unlisted Issuer" in
terms of the SEBI (ICDR) Regulations, 2018, amended from time to time and the Issue is an "Initial Public
Offering" in terms of the SEBI (ICDR) Regulations, 2018, amended from time to time.

PREVIOUS ISSUES OF SHARES OTHERWISE THAN FOR CASH

Except as stated in the chapter titled ‘Capital Structure’ beginning on page 56 of this Prospectus, our Company has
not issued any Equity Shares for consideration otherwise than for cash.

COMMISSION AND/ OR BROKERAGE ON PREVIOUS ISSUES

Since this is the initial public offer of the Equity Shares by our Company, no sum has been paid or has been payable
as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of our Equity
Shares since inception.

PARTICULARS IN REGARD TO OUR COMPANY AND OTHER LISTED COMPANIES UNDER THE
SAME MANAGEMENT WITHIN THE MEANING OF SECTION 186 OF THE COMPANIES ACT,2013
WHICH MADE ANY CAPITAL ISSUE DURING THE LAST THREE YEARS:

There are no listed companies under the same management within the meaning of Section 186 of the Companies
Act, 2013 that made any capital issue viz. initial publicoffering, rights issue or composite issue during the last three
years.

PROMISE VERSUS PERFORMANCE FOR OUR COMPANY

Our Company is an "Unlisted Issuer" in terms of the SEBI (ICDR) Regulations, 2018, and the Issue is an "Initial
Public Offering" in terms of the SEBI (ICDR) Regulations, 2018. Therefore, data regarding promise versus

performance is not applicable to us.

None of the Group Companies has made public issue of equity shares during the period of ten years immediately
preceding the date of filing this Prospectus with the NSE.

OUTSTANDING DEBENTURES, BONDS, REDEEMABLE PREFERENCE SHARES AND OTHER
INSTRUMENTS ISSUED BY OUR COMPANY

As on the date of this Prospectus, our Company has no outstanding debentures, bonds or redeemable preference
shares.

206
STOCK MARKET DATA FOR OUR EQUITY SHARES

Our Company is an "Unlisted Issuer" in terms of the SEBI (ICDR) Regulations, 2018, and the Issue is an "Initial
Public Offering" in terms of the SEBI (ICDR) Regulations, 2018. Thus, there is no stock market data available for
the Equity Shares of our Company.

MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES

The Company has appointed Kin Technologies Private Limited as the Registrar to the Issue, to handle the investor
grievances in co-ordination with the Compliance Officer of the Company. The Agreement between the Registrar and
our Company provides for retention of records with the Registrar for a period of at least three years from the last
date of dispatch of the letters of allotment, demat credit and unblocking of funds to enable the investors to approach
the Registrar to this Issue for redressed of their grievances. All grievances relating to this Issue may be addressed to
the Registrar with a copy to the Compliance Officer, giving full details such as the name, address of the applicant,
number of Equity Shares applied for, amount paid on application and the bank branch or collection center where the
application was submitted. The Company would monitor the work of the Registrar to ensure that the investor
grievances are settled expeditiously and satisfactorily.

The Registrar to the Issue will handle investor’s grievances pertaining to the Issue. A fortnightly status report of the
complaints received and redressed by them would be forwarded to the Company. The Company would also be co-
coordinating with the Registrar to the Issue in attending to the grievances to the investor.

All grievances relating to the ASBA process may be addressed to the SCSBs, giving full details such as name,
address of the applicant, number of Equity Shares applied for, amount paid on application and the Designated
Branch of the SCSB where the Application Form was submitted by the ASBA Applicant. We estimate that the
average time required by us or the Registrar to the Issue or the SCSBs for the redressal of routine investor
grievances will be seven business days from the date of receipt of the complaint. In case of non-routine complaints
and complaints where external agencies are involved, we will seek to redress these complaints as expeditiously as
possible.

DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY

Our Company or the Registrar to the Issue or the SCSB in case of ASBA Bidders shall redress routine investor
grievances. We estimate that the average time required by us or the Registrar to the Issue for the redressal of routine
investor grievances will be 15 (Fifteen) Working Days from the date of receipt of the complaint. In case of non-
routine complaints and complaints where external agencies are involved, we will seek to redress these complaints as
expeditiously as possible.

We have constituted the Stakeholders Relationship Committee of the Board vide resolution passed at the Board
Meeting held on November 10,2020. For further details, please refer to the chapter titled ‘Our Management’
beginning on page no. 121 of this Prospectus.

Our Company has appointed Ms.Namrata Subhashsingh Negias the Company Secretary and Compliance Officer and
she may be contacted at the following address:

PARTY CRUISERS LIMITED
Name : Ms.Namrata Subhashsingh Negi
Address :303/304/305, Simran Plaza, Khar 4" Road, Next to Regal Enclave

Hotel, Khar (West), Mumbai — 400 052, Maharashtra, India

 

Tel No. : +91 22 49739352
Email Id ‘ompliance@partycruisersindia.com
Website : Www.partycruisersindia.com

Investors can contact the Company Secretary and Compliance Officer or the Registrar in case of any pre-issue or
post-issue related problems such as non-receipt of letters of allocation, credit of allotted Equity Shares in the
respective beneficiary account or UPI linked account numberor unblocking of fundsetc.

207
STATUS OF INVESTOR COMPLAINTS

We confirm that we have not received any investor compliant during the three years preceding the date of this
Prospectus and hence there are no pending investor complaints as on the date of this Prospectus.

CAPITALIZATION OF RESERVES OR PROFITS

Save and except as stated in the chapter titled ‘Capital Structure’ beginning on page no. 56 of this Prospectus, our
Company has not capitalized its reserves or profits at any time since inception.

REVALUATION OF ASSETS
Our Company has not revalued its assets since incorporation.
PURCHASE OF PROPERTY

Except as disclosed in this Prospectus, there is no property which has been purchased or acquired or is proposed to
be purchased or acquired which is to be paid for wholly or partly from the proceeds of the present Issue or the
purchase or acquisition of which has not been completed on the date of this Prospectus.

Except as stated elsewhere in this Prospectus, our Company has not purchased any property in which the Promoters
and / or Directors have any direct or indirect interest in any payment made there under.
SERVICING BEHAVIOR

There has been no default in payment of statutory dues or of interest or principal in respect of our borrowings or
deposits.

208
SECTION XII - ISSUE RELATED INFORMATION
TERMS OF THE ISSUE

The Equity Shares being offered are subject to the provisions of the Companies Act,2013, SEBI (ICDR) Regulations,
2018 and amendments thereto, our Memorandum and Articles of Association, the terms of this Prospectus, the SEBI
Listing Regulations, Application Form, the Revision Form, the Confirmation of Allocation Note, the Listing
Regulations to be entered into with the SME Exchange and other terms and conditions as may be incorporated in
the Allotment advices and other documents/certificates that may be executed in respect of the Issue. The Equity
Shares shall also be subject to laws as applicable, guidelines, notifications and regulations relating to the issue of
capital and listing and trading of securities issued from time to time by SEBI, the Government of India, the Stock
Exchanges, the RBI, RoC and/or other authorities, as in force on the date of the Issue and to the extent applicable.

Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated 10th November, 2015. All
the investors applying in a public issue shall use only Application Supported by blocked Amount (ASBA) facility for
making payment.

Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, Retail Individual
Investors applying in public issue shall have to use UPI as a payment mechanism for making application w.e.f July
01, 2019.

Further vide the said circular Registrar to the Issue and DP’*s have been also authorized to collect the Application
forms. Investors may visit the official websites of the concerned stock exchanges for any information on
operationalization of this facility of form collection by Registrar to the Issue and DPs as and when the same if made
available.

Authority for the Issue

This Issue of Equity Shares has been authorized by the Board of Directors of our Company at their meeting held on
October 24, 2020and was approved by the Shareholders of the Company by passing a Special Resolution at the
Extra Ordinary General Meeting held with a shorter notice on 02November, 2020in accordance with the provisions
of Section 62 (1) (C) of the Companies Act, 2013.

Ranking of Equity Shares

The Equity Shares being issued in the Issue shall be subject to the provisions of the Companies Act, 2013 and the
Memorandum and Articles of Association of our Company and shall rank pari- passu with the existing equity shares
of our Company including rights in respect of dividend. The Allottee’s in receipt of Allotment of Equity Shares
under the Issue will be entitled to dividends and other corporate benefits, if any, declared by our Company after the
date of Allotment.

For further details, please refer to the section titled ‘Main Provisions of the Articles of Association’ beginning on
page no. 245 of this Prospectus.

Mode of Payment of Dividend

The declaration and payment of dividend will be as per the provisions of Companies Act 2013, SEBI Listing
Regulations and recommended by the Board of Directors at their discretion and approved by the shareholders and
will depend on a number of factors, including but not limited to earnings, capital requirements and overall financial
condition of our Company. We shall pay dividends in cash and as per provisions of the Companies Act, 2013, SEBI
Listing Regulations and our Articles of Association. For further details, please refer to the chapter titled “Dividend
Policy” on page no. 148 of this Prospectus.

Face Value and Issue Price per Share

The face value of the Equity Shares is Rs. 10/- each and the Issue Price is Rs.51/- per Equity Share. The Issue Price
is determined by our Company in consultation with the Lead Manager and is justified under the section titled “Basis
for Issue Price’ beginning on page no. 76 of this Prospectus. At any given point of time there shall be only one
denomination for the Equity Shares.

209
Compliance with SEBI ICDR Regulations

Our Company shall comply with all requirements of the SEBI (ICDR) Regulations, 2018 as amended from time to
time. Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

Rights of the Equity Shareholders

Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the Equity Shareholders
shall have the following rights:

+ Right to receive dividend, if declared;

+ Right to receive Annual Reports & notices to members;

+ Right to attend general meetings and exercise voting rights, unless prohibited by law;

+ Right to vote on a poll either in person or by proxy;

+ Right to receive offer for rights shares and be allotted bonus shares, if announced;

+ Right to receive surplus on liquidation subject to any statutory and preferential claim being satisfied;

+ Right of free transferability subject to applicable law, including any RBI rules and regulations; and

+ Such other rights, as may be available to a shareholder of a listed public limited company under the Companies
Act, the terms of the listing regulations with the Stock Exchange(s) and the Memorandum and Articles of
Association of our Company.

For a detailed description of the main provisions of the Articles of Association relating to voting rights, dividend,
forfeiture and lien and/or consolidation/splitting, please refer to the section titled ‘Main Provisions of the Articles of
Association’ beginning on page no. 245 of this Prospectus.

Minimum Application Value, Market Lot and Trading Lot

As per Section 29 of the Companies Act, 2013, all the shares shall be issued in dematerialized form in compliance
with the provisions of the Depositories Act, 1996 and the regulations made there under, thus, the Equity Shares shall
be allotted only in dematerialized form. As per the existing SEBI ICDR Regulations, the trading of the Equity
Shares shall only be in dematerialized form for all investors.

The trading of the Equity Shares will happen in the minimum contract size of 2,000 equity shares and the same may
be modified by NSE from time to time by giving prior notice to investors at large. Allocation and Allotment of
Equity Shares through the Issue will be done in multiples of 2,000 equity share subject to a minimum Allotment of
2,000 equity shares to the successful applicants in terms of the SEBI circular No. CIR/MRD/DSA/06/2012 dated
February 21, 2012.

Allocation and Allotment of Equity Shares through the Issue will be done in multiples of 2,000 equity share subject
to a minimum Allotment of 2,000 equity shares to the successful applicants.

Minimum Number of Allottee’s

The minimum number of Allottee’s in the Issue shall be 50 (Fifty) shareholders. In case the minimum number of
prospective Allottee’s is less than 50 (Fifty), no Allotment will be made pursuant to the Issue and the monies
blocked by the SCSBs shall be unblocked within6 working days of closure of issue.

Jurisdiction

Exclusive jurisdiction for the purpose of the Issue is with the competent courts/authorities in Mumbai, Maharashtra,
India.

The Equity Shares have not been and will not be registered under the Securities Act or any state securities laws in
the United States and may not be offered or sold within the United States, except pursuant to an exemption from or
in a transaction not subject to, registration requirements of the Securities Act. Accordingly, the Equity Shares are
only being offered or sold outside the United States in compliance with Regulation(s) under the Securities Act and
the applicable laws of the jurisdictions where those offers, and sales occur.

210
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction.

Joint Holders

Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the
same as joint — tenants with benefits of survivorship.

Nomination Facility to Investor

In accordance with Section 72 of the Companies Act 2013, the sole or first Bidder, along with other joint Bidders,
may nominate any one person in whom, in the event of death of the sole Bidder or in case of joint Bidders, death of
all the Bidders, as the case may be, the Equity Shares allotted, if any, shall vest. No provision in the bid-cum-
application form to provide this. A person, being a nominee, entitled to the Equity Shares by reason of the death of
the original holder(s), shall be entitled to the same advantages to which he or she would be entitled if he or she were
the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to
appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her death
during the minority. A nomination shall stand rescinded upon a sale of Equity Share(s) by the person nominating. A
buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on
the prescribed form available on request at our Registered Office or to the Registrar and Transfer Agents of our
Company.

Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act 2013, shall
upon the production of such evidence as may be required by the Board, elect either:

a) to register himself or herself as the holder of the Equity Shares; or
b) to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days, the
Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity
Shares, until the requirements of the notice have been complied with.

Since the Allotment of Equity Shares in the Issue will be made only in dematerialized mode there is no need to make
a separate nomination with our Company. Nominations registered with respective depository participant of the
applicant would prevail. If the investor wants to change the nomination, they are requested to inform their respective
depository participant.

Withdrawal of the Issue

In accordance with the SEBI (ICDR) Regulations, 2018, our Company, in consultation with Lead Manager, reserve
the right not to proceed with the Issue at any time after the Issue Opening Date, but before our Board meeting for
Allotment, without assigning reasons thereof. If our Company withdraws the Issue after the Issue Closing Date, we
will give reason thereof within two days of the Issue Closing date by way of a public notice which shall be published
in the same newspapers where the pre-issue advertisements were published.

Further, the Stock Exchanges shall be informed promptly in this regard and the Lead Manager, through the Registrar
to the Issue, shall notify the SCSBs to unblock the Bank Accounts of the ASBA Applicants within one Working Day
from the date of receipt of such notification.

In case our Company withdraws the Issue after the Issue Closing Date and subsequently decides to undertake a
public offering of Equity Shares, our Company will file a fresh offer document with the stock exchange where the
Equity Shares may be proposed to be listed. Notwithstanding the foregoing, the Issue is also subject to obtaining the
final listing and trading approvals of the Stock Exchange, which the Company shall apply for after Allotment. In
terms of the SEBI (ICDR) Regulations, 2018, QIB and NII Applicants shall not be allowed to withdraw their
Application after the Issue Closing Date.

211
Issue Program:

 

 

 

 

 

 

Issue Opening Date February 22,2021;Monday

Issue Closing Date February 25,2021;Thursday
Finalization of Basis of Allotment with the Designated On or before March 02,2021;Tuesday
Stock Exchange

Initiation of Allotment / Refunds / Unblocking of Funds On or before March 03,2021;Wednesday
Credit of Equity Shares to demit accounts of Allottee’s On or before March 04,2021;Thursday
Commencement of trading of the Equity Shares on the

On or before March 05, 2021;Friday

 

 

 

Stock Exchange

 

The above timetable is indicative and does not constitute any obligation on our Company or the Lead Manager.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the
commencement of trading of the Equity Shares on the Stock Exchange are taken within 6 Working Days of the
Bid/Issue Closing Date, the timetable may change due to various factors, such as extension of the Bid/Issue Period
by our Company, revision of the Price Band or any delays in receiving the final listing and trading approval from the
Stock Exchange. The Commencement of trading of the Equity Shares will be entirely at the discretion of the Stock
Exchange and in accordance with the applicable laws.

Applications and revisions to the same will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard
Time) during the Issue Period at the Application Centers mentioned in the Application Form, or in the case of
ASBA Applicants, at the Designated Bank Branches, except that on the Issue Closing Date applications will be
accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time)or such extended time as permitted by the
Stock Exchanges, in case of Applications by Retail Individual Applicants after taking into account the total number
of applications received up to the closure of timings and reported by the Lead Manager to the Stock Exchanges. It is
clarified that Applications not uploaded on the electronic system would be rejected. Applications will be accepted
only on Working Days, i.e., Monday to Friday (excluding any public holiday).

Due to limitation of time available for uploading the Applications on the Issue Closing Date, the Applicants are
advised to submit their Applications one day prior to the Issue Closing Date and, in any case, no later than 5.00 p.m.
(IST) on the Issue Closing Date. All times mentioned in this Prospectus are Indian Standard Times. Applicants are
cautioned that in the event a large number of Applications are received on the Issue Closing Date, as is typically
experienced in public offerings, some Applications may not get uploaded due to lack of sufficient time. Such
Applications that cannot be uploaded will not be considered for allocation under the Issue. Applications will be
accepted only on Business Days. Neither our Company nor the Lead Manager is liable for any failure in uploading
the Applications due to faults in any software/hardware system or otherwise.

In accordance with the SEBI Regulations, QIBs and Non-Institutional Applicants are not allowed to withdraw or
lower the size of their Applications (in terms of the quantity of the Equity Shares or the Applications Amount) at
any stage. Retail Individual Applicants can revise or withdraw their Applications prior to the Issue Closing Date.
Except Allocation to Retail Individual Investors, Allocation in the Issue will be on a proportionate basis.

In case of discrepancy in the data entered in the electronic book vis-a-vis the data contained in the physical
Application Form, for a particular Applicant, the details as per the file received from the Stock Exchange may be
taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book
vis-a-vis the data contained in the physical or electronic Application Form, for a particular ASBA Applicant, the
Registrar to the Issue shall ask the relevant SCSBs / RTAs / DPs / Stock Brokers, as the case may be, for rectified
data.

Minimum Subscription and Underwriting
This Issue is not restricted to any minimum subscription level. This Issue is 100% underwritten.
In accordance with Regulation 260 of the SEBI (ICDR) Regulations, 2018, the Issue shall be 100% underwritten.

Thus, the underwriting obligations shall be for the entire 100% of the Issuer through this Prospectus and shall not be
restricted to the minimum subscription level.

212
If the issuer does not receive the subscription of 100% of the Issue through this Prospectus including devolvement of
Underwriters within sixty (60) days from the date of closure of the Issue, our Company shall forthwith refund the
entire subscription amount received. If there is a delay beyond eight days after the issuer becomes liable to pay the
amount, the issuer shall pay interest as prescribed in the Companies Act.

Further, in accordance with Regulation 268 of the SEBI (ICDR) Regulations, our Company shall ensure that the
minimum number of Allottee’s in the Issue shall be 50 (Fifty) shareholders and the minimum application size as
required by with Regulation 267(2) of the SEBI (ICDR) Regulations in terms of number of specified securities shall
not be less than Rupees One Laths per application. In case the minimum number of prospective Allotee’s is less than
50 (Fifty), no Allotment will be made pursuant to the Issue and the monies blocked by the SCSBs shall be
unblocked within 6 working days of closure of issue.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be issued or sold, and applications may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction.

Migration to Main Board

As per the provisions of the Chapter IX of the SEBI (ICDR) Regulation, 2018, Our Company may migrate to the
main board of NSE from the EMERGE Platform of NSE on a later date subject to the following:

a) If the Paid up Capital of the company is likely to increase above Rs. 25 Crores by virtue of any further issue of
capital by way of rights, preferential issue, bonus issue etc. (which has been approved by a special resolution
through postal ballot wherein the votes cast by the shareholders other than the promoters in favour of the
proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders
against the proposal and for which the company has obtained in-principal approval from the main board), we
shall have to apply to NSE for listing our shares on its Main Board subject to the fulfillment of the eligibility
criteria for listing of specified securities laid down by the Main Board.

OR

b) Ifthe Paid up Capital of the company is more than Rs. 10 Crores but below Rs. 25 Crores, we may still apply for
migration to the main board if the same has been approved by a special resolution through postal ballot wherein
the votes cast by the shareholders other than the promoters in favor of the proposal amount to at least two times
the number of votes cast by shareholders other than promoter shareholders against the proposal.

Market Making

The Equity Shares offered though the Issue are proposed to be listed on the EMERGE Platform of NSE, wherein
the Lead Manager to the Issue shall ensure compulsory Market Making through the registered Market Makers of the
SME Platform for a minimum period of three years from the date of listing of shares offered through this
Prospectus. For further details of the agreement entered into between the Company, the Lead Manager and the
Market Maker please refer to paragraph titled ‘Details of the Market Making Arrangement for the Issue’ under
chapter titled ‘General Information’ beginning on page no. 46 of this Prospectus.

Arrangements for Disposal of Odd Lots

The trading of the Equity Shares will happen in the minimum contract size of 2,000 shares in terms of the SEBI
circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012. However, the market maker shall buy the entire
shareholding of a shareholder in one lot, where value of such shareholding is less than the minimum contract size
allowed for trading on the EMERGE platform of NSE.

As per the extant policy of the Government of India, OCBs cannot participate in this Issue.

The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident

outside India) Regulations, 2000, provides a general permission for the NRIs, FIIs and foreign venture capital

investors registered with SEBI to invest in shares of Indian companies by way of subscription in an IPO. However,

such investments would be subject to other investment restrictions under the Foreign Exchange Management

(Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, RBI and/or SEBI regulations
213
as may be applicable to such investors. The Allotment of the Equity Shares to Non-Residents shall be subject to the
conditions, if any, as may be prescribed by the Government of India/RBI while granting such approvals.

Option to receive Equity Shares in Dematerialized Form

As per Section 29 (1) of the Companies Act, 2013, all the shares shall be issued in dematerialized form in
compliance with the provisions of the Depositories Act, 1996 and the regulations made there under, thus, the
investors should note that Allotment of Equity Shares to all successful applicants will only be in the dematerialized
form. Applicants will not have the option of getting Allotment of the Equity Shares in physical form. The Equity
Shares on Allotment shall be traded only in the dematerialized segment of the Stock Exchanges.

New Financial Instruments
The Issuer Company is not issuing any new financial instruments through the Issue.
Application by Eligible NRIs, FIIs registered with SEBI, VCFs registered with SEBI and QFIs

It is to be understood that there is no reservation for Eligible NRIs or FIls registered with SEBI or VCFs or QFIs.
Such Eligible NRIs, QFls, FIIs registered with SEBI will be treated on the same basis with other categories for the
purpose of Allocation.

Restrictions, if any on Transfer and Transmission of Equity Shares

Except for lock-in of the pre-issue Equity Shares and Promoters’ minimum contribution in the issue as detailed in
the chapter ‘Capital Structure’ beginning on page 56 of this Daft Prospectus, and except as provided in the Articles
of Association, there are no restrictions on transfers of Equity Shares. There are no restrictions on transmission of
shares and on their consolidation/ splitting except as provided in the Articles of Association. For details please refer
to the section titled ‘Main Provisions of the Articles of Association’ beginning on page no. 245of this Prospectus.

The above information is given for the benefit of the Applicants. The applicants are advised to make their own
enquiries about the limits applicable to them. Our Company and the Lead Manager do not accept any responsibility
for the completeness and accuracy of the information stated hereinabove. Our Company and the Lead Manager are
not liable to inform the investors of any amendments or modifications or changes in applicable laws or regulations,
which may occur after the date of this Prospectus. Applicants are advised to make their independent investigations
and ensure that the number of Equity Shares applied for do not exceed the applicable limits under laws or
regulations.

214
ISSUE STRUCTURE

The Issue is being made in terms of Regulation 229(1) of Chapter IX of SEBI (ICDR) Regulations, 2018, and
amendments thereto, since our post-issue paid up capital which is less than Rs.10.00 Crores, shall issue shares to the
public and propose to list the same on the Small and Medium Enterprise Exchange (“SME Exchange”, in this case
being the EMERGE Platform of NSE). For further details regarding the salient features and terms of the Issue please
refer chapters titled ‘Terms of the Issue’ and ‘Issue Procedure’ on page no.209 and 218 of this Prospectus.

Following is the Issue Structure:

Our Company is Proposing an Fresh Initial Public Offer/Issue Of 15,20,000 Equity Shares Of Face Value Of ® 10/-
Each (“Equity Shares”) Of Party Cruisers Limited (“ Our Company” Or “The Issuer”) For Cash At A Price %1/-
Per Equity Share (Including A Share Premium Of % 41/- Per Equity Share) (“Issue Price”) Aggregating To =
775.200 Lakhs (“The Issue”), Of Which 76,000 Equity Shares Of Face Value Of % 10/- Each For A Cash Price Of ®
51/- Per Equity Share, Aggregating To % 38.76 Lakhs Will Be Reserved For Subscription By Market Maker
(“Market Maker Reservation Portion”). The Issue Less the Market Maker Reservation Portion LE. Issue Of
14,44,000 Equity Shares Of Face Value Of €10/- Each At An Issue Price Of ®51/- Per Equity Share Aggregating
To % 736.4 Lakhs (Is Hereinafter Referred To As The “Net Issue”). The Issue And The Net Issue Will Constitute
27.14%And 25.79%, Respectively Of The Post Issue Paid Up Equity Share Capital Of Our Company.

The Issue is being made through the Fixed Price Process:

 

Market Maker Reservation

Particulars

Net Issue to Public*

Portion

 

Number of Equity Shares*

14,44,000 Equity Shares

76,000 Equity Shares

 

Percentage of Issue Size available
for allocation

95 % of the Issue Size

5% of the Issue Size

 

Basis of Allotment/Allocation if
respective category is
oversubscribed

Proportionate subject to
minimum Allotment of 2,000
equity shares and further

Allotment in multiples of 2,000
equity shares each.

For further details please refer to
the paragraph titled ‘Issue
Procedure-Basis of Allotment’
on page no. 223 of this
Prospectus.

Firm Allotment

 

Mode of Application

All Applicants shall make the
application (Online or Physical)
compulsorily through ASBA
mode.

Through ASBA mode only

 

Minimum Application Size

For QIB and NII:

Such number of Equity Shares in
multiples of 2,000 equity shares
such that the Application
Value exceeds Rs. 2,00,000

For Retail Individuals:
2,000 equity shares

76,000 Equity Shares

 

Maximum Application Size

 

 

For QIB and NII:

The maximum application size is
the Net Issue to public subject to
limits the investor has to adhere
under the relevant laws and
regulations as applicable.

For Retail Individuals:

 

76,000 Equity Shares

 

 

 

215

 
 

 

 

 

 

Particulars Net Issue to Public* Se eed Reservation
Portion
Such number of Equity Shares in
multiples of 2,000 equity shares
such that the Application Value
does not exceed Rs. 2,00,000
Mode of Allotment Compaleony in | Compulsorily in dematerialized
lematerialized form form
2,000 equity shares; the Market
? 7 Makers may accept odd lots if am
Trading Lot 2,000 equity shares in the rnarket as vequired under he
SEBI (ICDR) Regulations, 2018.

 

In case of ASBA, The entire Application Amount shall be blocked at the
time of submission of Application Form to the SCSBs and in case of UPI
Terms of payment as an compulsory payment mechanism for retail individual investor,
Application amount shall be blocked at the time of confirmation of
mandate collection request by applicant

*As per Regulation 253(2) of the SEBI (ICDR) Regulations, as amended, as present issue is a fixed price issue ‘the
Allocation’ is the net issue to the public category shall be made as follows:

 

 

 

 

a. Minimum fifty percent(S0%) To Retail Individual Investors; and
b. Remaining to:
(iii) Individual applicants other than retail individual investors; and
(iv) Other investors including corporate bodies or institutions, irrespective of the number of specified securities
applied for

c. The unsubscribed portion in either of the categories specified in (a) or (b) above may be allocated to the
applicants in the other category.

If the retail individual investor category is entitled to more than fifty per cent on proportionate basis, accordingly
the retail individual investors shall be allocated that higher percentage.

Note:

In case of joint Applications, the Application Form should contain only the name of the First Applicant whose name
should also appear as the first holder of the beneficiary account or UPI linked account number held in joint names.
The signature of only such First Applicant would be required in the Application Form and such First Applicant
would be deemed to have signed on behalf of the joint holders.

Applicants will be required to confirm and will be deemed to have represented to our Company, the Lead Manager,
their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable laws,
rules, regulations, guidelines and approvals to acquire the Equity Shares in this Issue.

SCSBs applying in the Issue must apply through an ASBA Account maintained with any other SCSB.
Withdrawal of the Issue

In accordance with the SEBI (ICDR) Regulations, 2018, our Company, in consultation with Lead Manager, reserve
the right not to proceed with the Issue at any time after the Issue Opening Date, but before our Board meeting for
Allotment, without assigning reasons thereof. If our Company withdraws the Issue after the Issue Closing Date, we
will give reason thereof within two days of the Issue Closing date by way of a public notice which shall be published
in the same newspapers where the pre-issue advertisements were published.

Further, the Stock Exchanges shall be informed promptly in this regard and the Lead Manager, through the Registrar
to the Issue, shall notify the SCSBs to unblock the Bank Accounts of the ASBA Applicants within one Working Day
from the date of receipt of such notification.

In case our Company withdraws the Issue after the Issue Closing Date and subsequently decides to undertake a
public offering of Equity Shares, our Company will file a fresh offer document with the stock exchange where the
Equity Shares may be proposed to be listed. Notwithstanding the foregoing, the Issue is also subject to obtaining the

216
final listing and trading approvals of the Stock Exchange, which the Company shall apply for after Allotment. In
terms of the SEBI (ICDR) Regulations, 2018, QIB and NII Applicants shall not be allowed to withdraw their
Application after the Issue Closing Date.

Issue Program:

 

 

 

 

 

 

 

 

Issue Opening Date February 22,2021;Monday

Issue Closing Date February 25,2021;Thursday
Finalization of Basis of Allotment with the Designated On or before March 02,2021;:Tuesday
Stock Exchange

Initiation of Allotment / Refunds / Unblocking of Funds On or before March 03,2021;Wednesday
Credit of Equity Shares to demit accounts of Allottee’s On or before March 04,2021;Thursday
Commencement of trading of the Equity Shares on the On or before March 05, 2021;Friday
Stock Exchange

 

 

Applications and revisions to the same will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard
Time) during the Issue Period at the Application Centres mentioned in the Application Form, or in the case of
ASBA Applicants, at the Designated Bank Branches.

Standardization of cut-off time for uploading of applications on the issue closing date:

a. A standard cut-off time of 3.00 p.m. for acceptance of applications.

b. A standard cut-off time of 4.00 p.m. for uploading of applications received from other than retail individual
applicants.

c. A standard cut-off time of 5.00 p.m. for uploading of applications received from only retail individual
applicants, which may be extended up to such time as deemed fit by NSE after taking into account the total
number of applications received up to the closure of timings and reported by LM to NSE within half an hour of
such closure.

d. It is clarified that Applications not uploaded on the electronic system would be rejected. Applications will be
accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday).

In accordance with the SEBI Regulations, QIBs and Non-lInstitutional Applicants are not allowed to withdraw or
lower the size of their Applications (in terms of the quantity of the Equity Shares or the Applications Amount) at
any stage. Retail Individual Applicants can revise or withdraw their Applications prior to the Issue Closing Date.
Except Allocation to Retail Individual Investors, Allocation in the Issue will be on a proportionate basis.

In case of discrepancy in the data entered in the electronic book vis-a-vis the data contained in the physical
Application Form, for a particular Applicant, the details as per the file received from the Stock Exchange may be
taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book
vis-a-vis the data contained in the physical or electronic Application Form, for a particular ASBA Applicant, the
Registrar to the Issue shall ask the relevant SCSBs / RTAs / DPs / Stock Brokers, as the case may be, for rectified
data.

217
ISSUE PROCEDURE

All Applicants should review the General Information Document for investing in Public Issues prepared and issued
in accordance with the circulars (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI and updated
pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015 and
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21y 2016 and Circular No.
(SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 01, 2018, as notified by the SEBI, included below under
section "Part B- General Information Document”, which highlights the key rules, processes and procedures
applicable to public issues in general in accordance with the provisions of the Companies Act, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 and the SEBI ICDR
Regulations. The General Information Document has been updated to include reference to the SEBI (Foreign
Portfolio Investors) Regulations, 2014, SEBI Listing Regulations and certain notified provisions of the Companies
Act, 2013, to the extent applicable to a public issue. The General Information Document is also available on the
websites of the Stock Exchanges and the Lead Manager. Please refer to the relevant portions of the General
Information Document which are applicable to this Issue.

SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular
no.SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism using
Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From
January 1, 2019, the UPI Mechanism for RIBs applying through Designated Intermediaries was made effective
along with the existing process and existing timeline of T+6 days. (“UPI Phase 1”). The UPI Phase I was effective
till June 30, 2019.With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76
dated June 28, 2019, read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019
with respect to Bids by RIBs through Designated Intermediaries (other than SCSBs), the existing process of physical
movement of forms from such Designated Intermediaries to SCSBs for blocking of funds has been discontinued and
only the UPI Mechanism for such Bids with existing timeline of T+6 days will continue for a period of three months
or launch of five main board public issues, whichever is later (“UPI Phase II”). Subsequently however, SEBI vide
its circular nosebag/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 extended the timeline for
implementation of UP Phase II till March 31, 2020. The final reduced timeline will be made effective using the UPI
Mechanism for applications by RIBs (“UPI Phase III”), as may be prescribed by SEBI. The Issue will be undertaken
pursuant to the processes and procedures under UPI Phase II, subject to any circulars, clarification or notification
issued by the SEBI from time to time. SEBI vide its circular SEBI/HO/CFD/DIL2/CIR/P/2050/50 dated March
30,2020 continued (“UPI Phase III”) until further notice.

 

Our Company and the Lead Manager do not accept any responsibility for the completeness and accuracy of the
information stated in this section, and are not liable for any amendment, modification or change in applicable law,
which may occur after the date of this Prospectus. Applicants are advised to make their independent investigations
and ensure that their Applications are submitted in accordance with applicable laws and do not exceed the
investment limits or maximum number of the Equity Shares that can be held by them under applicable law or as
specified in this Prospectus.

Please note that the information stated/covered in this section may not be complete and/or accurate and as such
would be subject to modification/change. Our Company and the Lead Manager do not accept any responsibility for
the completeness and accuracy of the information stated in this section and the General Information Document.
Applicants are advised to make their independent investigations and ensure that their Applications do not exceed the
investment limits or maximum number of Equity Shares that can be held by them under applicable law or as
specified in this Prospectus and the Prospectus.

This section applies to all the Applicants, please note that all the Applicants are required to make payment of the full
Application Amount along with the Application Form.

PARTA
218
FIXED PRICE PROCEDURE

The Issue is being made under Regulation 253(2) of Chapter IX of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 via Fixed Price Process.

Applicants are required to submit their Applications to the Application Collecting Intermediaries.In case of QIB
Applicants, the Company in consultation with the Lead Manager may reject Applications at the time of acceptance
of Application Form provided that the reasons for such rejection shall be provided to such Applicant in writing.

In case of Non-Institutional Applicants and Retail Individual Applicants, our Company would have a right to reject
the Applications only on technical grounds.

Under-subscription, if any, in any category, would be allowed to be met with spill over from any other category or
combination of categories at the discretion of our Company in consultation with the Lead Manager and the NSE
SME Platform.

Investors should note that the Equity Shares will be allotted to all successful Applicants only in
dematerialized form.

The Application Forms which do not have the details of the Applicants depository account including DP ID,
PAN and Beneficiary Account Number/UPI IDshall be treated as incomplete and rejected. In case DP ID,
Client ID and PAN mentioned in the Application Form and entered into the electronic system of the stock
exchanges, do not match with the DP ID,Client ID and PAN available in the depository database, the bid is
liable to be rejected. Applicants will not have the option of being allotted Equity Shares in physical form. The
Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges, as
mandated by SEBI.

Phased implementation of Unified Payments Interface

SEBI has issued a circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018 in relation to
streamlining the process of public issue of inter alia, equity shares and convertibles (“UPI Circular”). Pursuant to the
circular, Unified Payments Interface (“UPI”) will be introduced in a phased manner as a payment mechanism in
addition to ASBA for applications by Retail Individual Applicants through Syndicate members, Registered Stock
Brokers, Registrar to the Issue and Depository Participants(“UPI Channel”). Phase I of this mechanism has become
applicable from January 1, 2019.

SEBI has issued a circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 and
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50dated April 3, 2019(collectively the “UPI Circular”) in relation to
streamlining the process of public issue of equity shares and convertibles. Pursuant to the UPI Circular, UPI will be
introduced in a phased manner as a payment mechanism (in addition to mechanism of blocking funds in the account
maintained with SCSBs under the ASBA) for applications by RIBs through intermediaries with the objective to
reduce the time duration from public issue closure to listing from six working days to up to three working days.
Considering the time required for making necessary changes to the systems and to ensure complete and smooth
transition to the UPI Mechanism, the UPI Circular proposes to introduce and implement the UPI Mechanism in three
phases in the following manner:

Phase I: This phase has become applicable from January 1, 2019 until June 30, 2019. Under this phase, a Retail
Individual Applicant would also have the option to submit the Application Form with any of the intermediary and
use his / her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing
would continue to be six Working Days.

Phase II: This phase commenced upon completion of Phase I and will continue for a period of three months or
floating of five main board public issues, whichever is later. Under this phase, submission of the Application Form
by a Retail Individual Applicant through intermediaries to SCSBs for blocking of funds will be discontinued and
will be replaced by the UPI Mechanism. However, the time duration from public issue closure to listing would
continue to be six Working Days during this phase. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 extended the timeline for implementation of UPI

219
Phase II till March 31, 2020.Further SEBI vide its circular noncircular No.: SEBI/HO/CFD/DIL2/CIR/P/2020/50
extended the phase II until further notice due to Coved.

Phase III: Subsequently, the time duration from public issue closure to listing would be reduced to be three Working
Days.

All SCSBs offering facility of making application in public issues shall also provide facility to make application
using the UPI Mechanism. The Issuers are to appoint one of the SCSBs as a sponsor bank to act as a conduit
between the Stock Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of
the Retail Individual Applicants into the UPI mechanism.

Further, in order to ensure, that the transition to UPI in ASBA is smooth for all the potential investors, SEBI vide its
Circular No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08,2019 extended the timeline for
implementation of Phase-II till March 31, 2020 which has been extended further vide SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2050/50 dated March 30,2020.

Retail Individual Investors should note that the Application using UPI Channel is compulsory.
AVAILABILITY OF PROSPECTUS AND APPLICATION FORMS
Availability of Prospectus

The Memorandum Form 2A containing the salient features of the together with the Application Forms and copies of
the Prospectus may be obtained from the Registered Office of our Company, Lead Manager to the Issue, Registrar to
the Issue and the collection Centres of the Bankers to the Issue, as mentioned in the Application Form. The
application forms may also be downloaded from the website of NSE, i.e. www.nseindia.com.

Application Form

Application Forms will be available with the Syndicate/sub-Syndicate members, SCSBs and at our Registered
Office. In addition, the Application Forms will also be available for download from the website of the Company, of
the Lead Manager of the issue or Stock Exchange i.e. NSE (www.nseindia.com), at least one day prior to the Issue
Opening Date. Same Application Form applies to all ASBA Applicants/ Retail Individual Applicants applying
through UPI mechanism, irrespective of whether they are submitted to the SCSBs, to the Registered Brokers, to
Registrars to an Issue and Share Transfer Agents, Depository Participants or to the Syndicate (in Specified Cities).

Pursuant to SEBI Circular dated January 01, 2016 and bearing No. CIR/CFD/DIL/1/2016, the Application Form
has been standardized. Further, in accordance with the SEBI circular no.-CIR/CFD/POLICYCELL/11/2015 dated
10th November, 2015 all the Applicants has to compulsorily apply through the ASBA Mode only.

All Applicants (other than Retail Applicants using the UPI Mechanism) shall mandatorily participate in the Offer
only through the ASBA process. ASBA Applicants must provide bank account details and authorization to block
funds in the relevant space provided in the Application Form and the Application Forms that do not contain such
details are liable to be rejected. Further Retail Individual Applicants may participate in the Offer through UPI by
providing details about the bank account in the relevant space provided in the Application Form and the Application
Forms that do not contain the UPI ID are liable to be rejected.

ASBA Applicants shall ensure that the Applications are made on Application Forms bearing the stamp of the
Designated Intermediary, submitted at the Collection Centres only (except in case of electronic Application Forms)
and the Application Forms not bearing such specified stamp are liable to be rejected:

The prescribed color of the Application Form for various investors applying in the Issue is as follows:

 

 

 

 

 

 

Category Color *
Resident Indians and Eligible NRI’s applying on a non-repatriation basis (ASBA) White
Eligible NRIs, FVCIs, FIIs, their Sub-Accounts (other than Sub-Accounts which are
foreign corporate’s or foreign individuals bidding under the QIB Portion), applying on a Blue
repatriation basis(ASBA )

 

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* Excluding electronic Bid cum Application Form

Applicants shall only use the specified Application Form for the purpose of making an application in terms of the
Prospectus. The Application Form shall contain information about the Applicant and the price and the number of
equity shares that the applicants wish to apply for. Application forms downloaded and printed from the websites of
the stock exchanges shall bear a system generated unique application number.

The ASBA Applicants are required to ensure that the ASBA Account has sufficient credit balance as an amount
equivalent to the full Application Amount that can be blocked by the SCSBs, as applicable at the time of submitting
the Application Form.

SUBMISSION AND ACCEPTANCE OF APPLICATION FORMS

Applicants are required to submit their applications only through any of the following Application Collecting
Intermediaries:

(i) an SCSB, with whom the bank account to be blocked, is maintained.

(ii) a syndicate member (or sub-syndicate member),

(iii) a stock broker registered with a recognized stock exchange(and whose name is mentioned on the website of

the stock exchange as eligible for this activity)("broker"),

a depository participant (‘DP’) (and whose name is mentioned on the website of the stock exchange as eligible

for this activity),

(v) a registrar to an issue and share transfer agent('RTA')(and whose name is mentioned on the website of the
stock exchange as eligible for this activity),

(iv)

The aforesaid intermediaries shall, at the time of receipt of application, give an acknowledgement to investor, by
giving the counter foil or specifying the application number to the investor, as a proof of having accepted the
application form, in physical or electronic mode, respectively.

The upload of the details in the electronic bidding system of stock exchange will be done by:

 

For applications submitted
by investors to SCSBs:

After accepting the form, SCSB shall capture and upload the relevant details in
the electronic bidding system as specified by the stock exchange(s) and may
begin blocking the funds available in the bank account linked bank account
details specified in the form, to the extent of the application money specified.

 

For applications submitted
by investors to
intermediaries other than
SCSBs:

After accepting the application form, respective intermediary shall capture and
upload the relevant details in the electronic bidding system as specified by the
stock exchange(s). Post uploading, they shall forward a schedule as per
prescribed format along with the application forms to the designated branches of
the respective SCSBs for blocking of the funds within one day of the closure of
Issue.

 

For applications submitted
by investors to
intermediaries other than
SCSBs with use of UPI
for payment

 

 

After accepting the application form, respective intermediary shall capture and
upload the relevant details, including UPI ID, in the electronic system of stock
exchange(s).

Stock Exchange shall share application details including the UPI ID with
Sponsor Bank on a continuous basis, to enable Sponsor Bank to initiate mandate
request on investors for blocking of funds. Sponsor Bank shall initiate request for
blocking of funds through NPCI to investor. Investor to accept mandate request
for blocking of funds, on his / her mobile application, associated with UPI ID
linked bank account.

 

 

 

Upon completion and submission of the Application Form to the Application Collecting Intermediaries, the
Applicants are deemed to have authorized our Company to make the necessary changes in the, without prior or
subsequent notice of such changes to the Applicants.

The Applicant cannot make an application through another Application Form after Applicants through one
Application Form have been submitted to a LM or the SCSBs. Submission of a second Application Form to either

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the same or to another LM or SCSB will be treated as multiple Application and is liable to be rejected either before
entering the Application into the electronic bidding system, or at any point of time prior to the allocation or
Allotment of Equity Shares in this Offer. However, the Applicant can revise the Application through the Revision
Form.

The Lead Manager/the SCSBs will enter each Application option into the electronic bidding system as a separate
Application and generate a Transaction Registration Slip, (“TRS”), for each price and demand option and give the
same to the Applicant. Therefore, an Applicant can receive up to three TRSs for each Application Form.

WHO CAN APPLY?

1)

2)

3)

4)

5)

6)

7)

8)
9)

10)

11)

12)

13)
14)

15)

16)

Indian nationals resident in India who are not incompetent to contract under the Indian Contract Act, 1872, as
amended, in single or as a joint application and minors having valid demat account as per Demographic Details
provided by the Depositories. Furthermore, based on the information provided by the Depositories, our
Company shall have the right to accept the Applications belonging to an account for the benefit of minor
(under guardianship);

Hindu Undivided Families or HUFs, in the individual name of the Karta. The Applicant should specify that the
application is being made in the name of the HUF in the Application Form as follows: “Name of Sole or First
applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”.
Applications by HUFs would be considered at par with those from individuals;

Companies, corporate bodies and societies registered under the applicable laws in India and authorized to
invest in the Equity Shares under their respective constitutional and charter documents;

Mutual Funds registered with SEBI;

Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other than
Eligible NRIs are not eligible to participate in this Issue;

Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks (subject to
RBI permission, and the SEBI Regulations and other laws, as applicable);

FIIs and sub-accounts of FIIs registered with SEBI, other than a sub-account which is a foreign corporate or a
foreign individual under the QIB Portion;

Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;
Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the
Non-Institutional applicant’s category;

Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial
Development Corporations;

Foreign Venture Capital Investors registered with the SEBI;

Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law
relating to Trusts and who are authorized under their constitution to hold and invest in equity shares;

Scientific and/or Industrial Research Organizations authorized to invest in equity shares;
Insurance Companies registered with Insurance Regulatory and Development Authority, India;

Provident Funds with minimum corpus of Rs.25 Crores and who are authorized under their constitution to hold
and invest in equity shares;

Pension Funds with minimum corpus of Rs.25 Crores and who are authorized under their constitution to hold
and invest in equity shares;

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17) National Investment Fund set up by Resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of
Government of India published in the Gazette of India;

18) Insurance funds set up and managed by army, navy or air force of the Union of India;
19) Multilateral and bilateral development financial institution;

20) Eligible QFIs;

21) Insurance funds set up and managed by army, navy or air force of the Union of India;
22) Insurance funds set up and managed by the Department of Posts, India;

23) Any other person eligible to applying in this Issue, under the laws, rules, regulations, guidelines and policies
applicable to them.

Applications not to be made by:

1. Minors (except under guardianship)
2. Partnership firms or their nominees
3. Foreign Nationals (except NRIs)

4, Overseas Corporate Bodies

As per the existing regulations, OCBs are not eligible to participate in this Issue. The RBI has however
clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are
incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh investments as
incorporated non-resident entities in terms of Regulation 5(1) of RBI Notification No.20/2000-RB dated May
3, 2000 under FDI Scheme with the prior approval of Government if the investment is through Government
Route and with the prior approval of RBI if the investment is through Automatic Route on case to case basis.
OCBs may invest in this Issue provided it obtains a prior approval from the RBI or prior approval from
Government, as the case may be. On submission of such approval along with the Application Form, the
OCBshall be eligible to be considered for share allocation.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold and applications may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction.

OPTION TO SUBSCRIBE IN THE ISSUE

(a) As per Section 29 (1) of the Companies Act, 2013, all the shares shall be issued in dematerialized form in
compliance with the provisions of the depositories act, 1996 and the regulations made there under, thus, the
investors should note that Allotment of Equity Shares to all successful applicants will only be in the
dematerialized form.

(b) The Equity Shares, on Allotment, shall be traded on stock exchange in demat segment only.

(c) A single application from any investor shall not exceed the investment limit/ minimum number of specified
securities that can be held by him/her/ it under the relevant regulations/ statutory guidelines and applicable laws.

PARTICIPATION BY ASSOCIATED/AFFILIATES OF LEAD MANAGER AND SYNDICATE
MEMBERS

Except for the Underwriting and Market Making Obligations, the Lead Manager, Underwriters and Market Marker,
if any shall not be allowed to subscribe to the Issue in any manner. However, associates and affiliates of the Lead
Manager and Syndicate Members, if any, may subscribe to or purchase Equity Shares in the Offer, either in the QIB
Category or in the Non-Institutional Category as may be applicable to such Applicants, where the allocation is ona
proportionate basis and such subscription may be on their own account or on behalf of their clients.

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APPLICATION BY INDIAN PUBLIC INCLUDING ELIGIBLE NRIS APPLYING ON NON-
REPATRIATION

Application must be made only in the names of individuals, Limited Companies or Statutory Corporations/
institutions and NOT in the names of Minors, Foreign Nationals, Non Residents (except for those applying on non
repatriation), trusts, (unless the Trust is registered under the Societies Registration Act, 1860 or any other applicable
Trust laws and is authorized under its constitution to hold shares and debentures in a Company), Hindu Undivided
Families, partnership firms or their nominees. In case of HUF's application shall be made by the Karta of the HUF.
An applicant in the Net Public Category cannot make an application for that number of securities exceeding the
number of securities offered to the public. Eligible NRIs applying on a non-repatriation basis may make payments
by inward remittance in foreign exchange through normal banking channels or by debits to NRE/FCNR accounts as
well as NRO accounts.

APPLICATIONS BY ELIGIBLE NRIS/FII’S/RFPI*S ON REPATRIATION BASIS
Application Forms have been made available for Eligible NRIs at our registered Office.

Eligible NRI applicants may please note that only such applications as are accompanied by payment in free foreign
exchange shall be considered for Allotment. The Eligible NRIs who intend to make payment through Non-Resident
Ordinary (NRO) accounts shall use the form meant for Resident Indians.

Under the Foreign Exchange Management Act, 1999 (FEMA) general permission is granted to the companies vide
notification no. FEMA/20/2000 RB dated 03/05/2000 to issue securities to NRI's subject to the terms and conditions
stipulated therein. The Companies are required to file the declaration in the prescribed form to the concerned
Regional Office of RBI within 30 days from the date of Issue of shares for Allotment to NRI's on repatriation basis.

Allotment of Equity Shares to Non-Resident Indians shall be subject to the prevailing Reserve Bank of India
Guidelines. Sale proceeds of such investments in Equity Shares will be allowed to be repatriated along with the
income thereon subject to permission of the RBI and subject to the Indian Tax Laws and regulations and any other
applicable laws.

The Company does not require approvals from FIPB or RBI for the Transfer of Equity Shares in the Issue to eligible
NRI’s, FII’s, Foreign Venture Capital Investors registered with SEBI and multilateral and bilateral development
financial institutions.

As per the current regulations, the following restrictions are applicable for investments by FPIs:

1. A foreign portfolio investor shall invest only in the following securities, namely- (a) Securities in the primary
and secondary markets including shares, debentures and warrants of companies, listed or to be listed on a
recognized stock exchange in India; (b) Units of schemes floated by a domestic mutual funds, whether listed on
a recognized stock exchange or not; (c) Units of Schemes floated by a collective investment scheme; (d)
Derivatives traded on a recognized Stock Exchange; (e) Treasury bills and dated government securities; (f)
Commercial papers issued by an Indian Company; (g) Rupee denominated credit enhanced bonds; (h) Security
receipts issued by asset reconstruction companies; (i) Perpetual debt instruments and debt capital instruments,
as specified by the Reserve Bank of India from time to time; (j) Listed and unlisted non-convertible
debentures/bonds issued by an Indian company in the infrastructure sector, where ‘infrastructure’ is defined in
terms of the extant External Commercial Borrowings (ECB) guidelines; (k) Non-Convertible debentures or
bonds issued by Non ~ Banking Financial Companies categorized as ‘Infrastructure Finance Companies’ (IFC)
by the Reserve Bank of India; (i) Rupee denominated bonds or units issued by infrastructure debt funds; (m)
Indian depository receipts; and (n) Such other instruments specified by the Board from time to time.

2. Where a foreign institutional investor or a sub account, prior to commencement of these regulations, hold
equity shares in a company whose shares are not listed on any recognized stock exchange, and continues to hold
such shares after Initial Public Offering and listing thereof, such shares shall be subject to lock-in for the same
period, if any, as is applicable to shares held by a foreign direct investor placed in similar position, under the
policy of the Government of India relating to foreign direct investment from the time being in force.

3. In respect of investments in the secondary market, the following additional conditions shall apply:

224
A foreign portfolio investor shall transact in the securities in India only on the basis of taking and giving
delivery of securities purchased or sold;

Nothing contained in clause (a) shall apply to:

i. Any transactions in derivatives on a recognized stock exchange;

ii. Short selling transactions in accordance with the framework specified by the Board;

iii. Any transaction in securities pursuant to an agreement entered into with the merchant banker in the process
of market making or subscribing to unsubscribed portion of the issue in accordance with Chapter IXof the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

iv. Any other transaction specified by the Board.

 

No transaction on the stock exchange shall be carried forward;

The transaction of business in securities by a foreign portfolio investor shall be only through stock brokers

registered by the Board; provided nothing contained in this clause shall apply to;

i. Transactions in Government securities and such other securities falling under the purview of the Reserve
Bank of India which shall be carried out in the manner specified by the Reserve Bank of India;

ii. Sale of securities in response to a letter of offer sent by an acquirer in accordance with the Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

iii. Sale of securities in response to an offer made by any promoter or acquirer in accordance with the
Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2018;

iv. Sale of securities, in accordance with the Securities and Exchange Board of India (Buy Back of Securities)
Regulations, 2018;

v. divestment of securities in response to an offer by Indian Companies in accordance with Operative
Guidelines of Disinvestment of shares of Indian Companies in the overseas market through issue of
American Depository Receipts or Global Depository Receipts as notified by the Government of India and
directions issued by Reserve Bank of India from time to time;

vi. Any bid for, or acquisition of, securities in response to an offer for disinvestment of shares made by the
Central Government or any State Government;

vii. Any transaction in securities pursuant to an agreement entered into with merchant banker in the process of
market making portion of the issue in accordance with Chapter IXof the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

viii. Any other transaction specified by Board.

A foreign portfolio investor shall hold, deliver or cause to be delivered securities only in dematerialized form:

Provided that any shares held in non-dematerialized form, before the commencement of these regulations, and
be held in non-dematerialized form, if such shares cannot be dematerialized. Unless otherwise approved by the
Board, securities shall be registered in the name of the foreign portfolio investor as a beneficial owner for the
purposes of the Depositories Act, 1996.

The purchase of Equity Shares of each company by a single foreign portfolio investor or an investor group shall
be below ten percent of the total issued capital of the company.

The investment by the foreign portfolio investor shall also be subject to such other conditions and restrictions as
may be specified by the Government of India from time to time.

In cases where the Government of India enters into agreements or treaties with other sovereign governments
and where such agreements or treats specifically recognize certain entities to be distinct and separate, the Board
may, during the validity of such agreements or treaties, recognize them as such, subject to conditions as may be
specified by it.

A foreign portfolio investor may lend or borrow securities in accordance with the framework specified by the
Board in this regard. No foreign portfolio investor may issue, subscribe to or otherwise deal in offshore
derivative instruments, directly or indirectly, unless the following conditions are satisfied:

(a) Such offshore derivative instruments are issued only to persons who are regulated by an appropriate foreign
regulatory authority

(b) Such offshore derivatives instruments are issued after compliance with ‘know your client ‘norms:
225
Provided that those unregulated broad-based funds, which are classified as Category II foreign portfolio
investor by virtue of their investment manager being appropriately regulated shall not issue, subscribe or
otherwise deal, in offshore derivatives instruments directly or indirectly:

Provided further that no Category III foreign portfolio investor shall issue, subscribe to or otherwise deal in
offshore derivatives instruments directly or indirectly.

8. A foreign portfolio investor shall ensure that further issue or transfer of any offshore derivative instruments
issued by or on behalf of it is made only to persons who are regulated by an appropriate foreign regulatory
authority.

9. Foreign portfolio investors shall fully disclose to the Board any information concerning the terms of and parties
to offshore derivative instruments such as participatory notes, equity linked notes or any other such instruments,
by whatever names they are called, entered into by it relating to any securities listed or proposed to be listed in
any stock exchange in India, as and when and in such form as the Board may specify.

10. Any offshore derivative instruments issued under the Securities and Exchange Board of India (Foreign
Institutional Investors) Regulations, 1995 before commencement of Securities and Exchange Board of India
(Foreign Portfolio Investors) Regulations, 2014 shall be deemed to have been issued under the corresponding
provision of Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014.

11. The purchase of equity shares of each company by a single foreign portfolio investor or aninvestor group shall
be below 10% of the total issued capital of the company.

12. An FII or its subaccount which holds a valid certificate of registration shall, subject to payment of conversion
fees, be eligible to continue to buy, sell or otherwise deal in securities till the expiry of its registration as a
foreign institutional investor or sub-account, or until he obtains a certificate of registration as foreign portfolio
investor, whichever is earlier.

13. A qualified foreign investor may continue to buy, sell or otherwise deal in securities subject to the provisions of
the SEBI (Foreign Portfolio Investors) Regulations, 2014, for a period of one year from the date of
commencement of the aforesaid regulations, or until it obtains a certificate of registration as foreign portfolio
investor, whichever is earlier.

14. FPIs who wish to participate in the Offer are advised to use the Application Form for Non-Residents (blue in
color). FPIs are required to apply through the ASBA process to participate in the Offer.

Our Company or the Lead Manager will not be responsible for loss, if any, incurred by the Applicant on
account of conversion of foreign currency.

APPLICATION BY MUTUAL FUNDS
As per the current regulations, the following restrictions are applicable for investments by mutual funds:

No mutual fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity related
instruments of any Company provided that the limit of 10% shall not be applicable for investments in index funds or
sector or industry specific funds. No mutual fund under all its schemes should own more than 10% of any
Company’s paid up share capital carrying voting rights. With respect to Applications by Mutual Funds, a certified
copy of their SEBI registration certificate must be lodged with the Application Form. Failing this, our Company
reserves the right to accept or reject any application in whole or in part, in either case, without assigning any reasons
thereof.

In case of a Mutual Fund, a separate Application can be made in respect of each scheme of the Mutual Fund
registered with SEBI and such Applications in respect of more than one scheme of the Mutual Fund will not be
treated as multiple Applications provided that the Applications clearly indicate the scheme concerned for which the
Application has been made.

226
The Applications made by the asset management companies or custodians of Mutual Funds shall specifically state
the names of the concerned schemes for which the Applications are made.

APPLICATION BY SEBI REGISTERED ALTERNATIVE INVESTMENT FUND (AIF), VENTURE
CAPITAL FUNDS AND FOREIGN VENTURE CAPITAL INVESTORS

The SEBI (Venture Capital) Regulations, 1996 and the SEBI (Foreign Venture Capital Investor) Regulations, 2000
prescribe investment restrictions on venture capital funds and foreign venture capital investors registered with SEBI.
As per the current regulations, the following restrictions are applicable for SEBI registered venture capital funds and
foreign venture capital investors:

Accordingly, the holding by any individual venture capital fund registered with SEBI in one Company should not
exceed 25% of the corpus of the venture capital fund; a Foreign Venture Capital Investor can invest its entire funds
committed for investments into India in one Company. Further, Venture Capital Funds and Foreign Venture Capital
investor can invest only up to 33.33% of the funds available for investment by way of subscription to an Initial
Public Offer.

The SEBI (Alternative Investment funds) Regulations, 2012 prescribes investment restrictions for various categories
of AIF's.

The category I and II AIFs cannot invest more than 25% of the corpus in one investee Company. A category III AIF
cannot invest more than 10% of the corpus in one Investee Company. A Venture capital fund registered as a
category I AIF, as defined in the SEBI Regulations, cannot invest more than 1/3rd of its corpus by way of
subscription to an initial public offering of a venture capital undertaking. Additionally, the VCFs which have not
reregistered as an AIF under the SEBI Regulations shall continue to be regulated by the VCF Regulations.

APPLICATIONS BY LIMITED LIABILITY PARTNERSHIPS

In case of Applications made by limited liability partnerships registered under the Limited Liability Partnership Act,
2008, as amended (“LLP Act”) a certified copy of certificate of registration issued under the LLP Act must be
attached to the Application Form. Failing this, our Company reserves the right to reject any Application without
assigning any reason thereof. Limited Liability partnerships can participate in the Issue only through ASBA process.

APPLICATIONS BY INSURANCE COMPANIES

In case of Applications made by insurance companies registered with the IRDA, a certified copy of certificate of
registration issued by IRDA must be attached to the Application Form. Failing this, our Company in consultation
with the LM, reserve the right to reject any Application without assigning any reason thereof. The exposure norms
for insurers, prescribed under the Insurance Regulatory and Development Authority (Investment)Regulations, 2000,
as amended, are broadly set forth below:

(a) equity shares of a company: the least of 10% of the investee company’s subscribed capital (face value) or 10%
of the respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;

(b) the entire group of the investee company: not more than 15% of the respective funds in case of life insurer or
15% of investment assets in case of general insurer or re-insurer or 15% of the investment assets in all
companies belonging to the group, whichever is lower; and

(c)_ The industry sector in which the investee company operates: not more than 15% of the fund of a life insurer or
a general insurer or a re-insurer or 15% of the investment asset, whichever is lower.

The maximum exposure limit, in case of investment in equity shares, cannot exceed the lower of an amount of 10%
of the investment assets of a life insurer or a general insurer and the amount calculated under points (1), (2) and (3)
above, as the case may be.

APPLICATIONS BY SYSTEMATICALLY IMPORTANT NON BANKING FINANCIAL COMPANIES

In case of Applications made by Systemically Important Non-Banking Financial Companies, a certified copy of the

certificate of registration issued by the RBI, a certified copy of its last audited financial statements on a standalone

basis and a net worth certificate from its statutory auditor(s), must be attached to the Application Form. Failing this,
227
our Company reserve the right to reject any Application, without assigning any reason thereof. Systemically
Important Non-Banking Financial Companies participating in the Issue shall comply with all applicable legislations,
regulations, directions, guidelines and circulars issued by RBI from time to time.

APPLICATIONS UNDER POWER OF ATTORNEY

In case of applications made pursuant to a power of attorney by limited companies, corporate bodies, registered
societies, FPI’s, Mutual Funds, insurance companies and provident funds with minimum corpus of Rs.25 Crores
(subject to applicable law) and pension funds with a minimum corpus of Rs.25 Crores a certified copy of the power
of attorney or the relevant Resolution or authority, as the case may be, along with a certified copy of the
memorandum of association and articles of association and/or bye laws must be lodged with the Application Form.
Failing this, the Company reserves the right to accept or reject any application in whole or in part, in either case,
without assigning any reason, therefore.

a. In addition to the above, certain additional documents are required to be submitted by the following entities:
With respect to applications by VCFs, FVCIs, FPIs and Mutual Funds, a certified copy of their SEBI registration
certificate must be lodged along with the Application Form. Failing this, the Company reserves the right to
accept or reject any application, in whole or in part, in either case without assigning any reasons thereof.

b. With respect to applications by insurance companies registered with the Insurance Regulatory and Development
Authority, in addition to the above, a certified copy of the certificate of registration issued by the Insurance
Regulatory and Development Authority must be lodged with the Application Form as applicable. Failing this, the
Company reserves the right to accept or reject any application, in whole or in part, in either case without
assigning any reasons thereof.

c. With respect to applications made by provident funds with minimum corpus of Rs.25 Crores (subject to
applicable law) and pension funds with a minimum corpus of Rs.25 Crores, a certified copy of a certificate from
chartered accountant certifying the corpus of the provident fund/pension fund must be lodged along with the
Application Form. Failing this, the Company reserves the right to accept or reject such application, in whole Orin
part, in either case without assigning any reasons thereof.

The Company in its absolute discretion, reserves the right to relax the above condition of simultaneous lodging of
the power of attorney along with the Application Form, subject to such terms and conditions that the Company and
the lead manager may deem fit.

The Company, in its absolute discretion, reserves the right to permit the holder of the power of attorney to request
the Registrar to the Issue that, for the purpose of printing particulars on the refund order and mailing of the
Allotment Advice / CANs / letters notifying the unblocking of the bank accounts of ASBA applicants, the
Demographic Details given on the Application Form should be used (and not those obtained from the Depository of
the application). In such cases, the Registrar to the Issue shall use Demographic Details as given on the Application
Form instead of those obtained from the Depositories.

APPLICATION BY PROVIDENT FUNDS/PENSION FUNDS

In case of Applications made by provident funds with minimum corpus of Rs. 2,500 Lakhs (subject to applicable
law) and pension funds with minimum corpus of Rs. 2,500 Lakhs, a certified copy of certificate from a chartered
accountant certifying the corpus of the provident fund/ pension fund must be lodged along with the Application
Form. Failing this, the Company reserves the right to accept or reject any Application in whole or in part, in either
case, without assigning any reason thereof.

The above information is given for the benefit of the Applicants. Our Company and the LM are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of filing of
the Prospectus. Applicants are advised to make their independent investigations and ensure that the maximum
number of Equity Shares applied for or maximum investment limits do not exceed the applicable limits under laws
or regulations or as specified in the Prospectus.

APPLICATIONS BY SCSBS.

228
SCSBs participating in the Offer are required to comply with the terms of the SEBI circulars (Nos.
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013) dated September 13, 2012 and January 2, 2013. Such SCSBs are
required to ensure that for making applications on their own account using ASBA, they should have a separate
account in their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the
purpose of making application in public issues and clear demarcated funds should be available in such account for
such applications.

The above information is given for the benefit of the Applicants. The Company and the LM are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of the
Prospectus. Applicants are advised to ensure that any single Application from them does not exceed the investment
limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or as
specified in this Prospectus.

MAXIMUM AND MINIMUM APPLICATION SIZE
a) For Retail Individual Applicants

The Application must be for a 2,000 equity shares so as to ensure that the Application Price payable by the
Applicant does not exceed Rs. 2,00,000. In case of revision of Applications, the Retail Individual Applicants have to
ensure that the Application Price does not exceed Rs. 2, 00,000.

b) For Other Applicants (Non Institutional Applicants and QIBs):

The Application must be for a minimum of such number of Equity Shares such that the Application Amount exceeds
Rs. 2,00,000 and in multiples of 2,000 equity shares thereafter. An Application cannot be submitted for more than
the Issue Size. However, the maximum Application by a QIB investor should not exceed the investment limits
prescribed for them by applicable laws. Under existing SEBI Regulations, a QIB Applicant cannot withdraw its
Application after the Issue Closing Date and is required to pay 100% QIB Margin upon submission of Application.

The above information is given for the benefit of the Applicants. The Company and the LM are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of the
Prospectus. Applicants are advised to ensure that any single Application from them does not exceed the
investment limits or maximum number of Equity Shares that can be held by them under applicable law or
regulation or as specified in this Prospectus.

INFORMATION FOR THE APPLICANTS
1) Our Company will file the Prospectus with the RoC at least 3 (three) days before the Issue Opening Date.

2) Our Company shall, after registering the Prospectus with the RoC, make a pre-issue advertisement, in the form
prescribed under the ICDR Regulations, in English and Hindi national newspapers and one regional newspaper
with wide circulation. In the pre-issue advertisement, our Company and the Lead Manager shall advertise the
Issue Opening Date, the Issue Closing Date. This advertisement shall be in the prescribed format as per ICDR
Regulations.

3) Copies of the Application Form and the abridged Prospectus will be available at the offices of the Lead
Manager, the Designated Intermediaries, and Registered Office of our Company. An electronic copy of the
Application Form will also be available for download on the websites of the NSE (www.nseindia.com), the
SCSBs, the Registered Brokers, the RTAs and the CDPs at least one day prior to the Issue Opening Date.

4) Applicants who are interested in subscribing for the Equity Shares should approach the Application Collecting
Intermediaries or their authorized agent(s) to register their Applications.

5) Applications made in the Name of Minors and/or their nominees shall not be accepted.

6) The Application Form can be submitted either in physical or electronic mode, to the SCSBs with whom the
ASBA Account is maintained or UPI ID linked account is maintained in case of retail individual investor, or
other Designated Intermediaries (Other than SCSBs). SCSBs may provide the electronic mode of collecting

229
7)

8)

9)

either through an internet enabled collecting and banking facility or such other secured, electronically enabled
mechanism for applying and blocking funds in the ASBA Account.

Applicants applying directly through the SCSBs should ensure that the Application Form is submitted to a
Designated Branch of SCSB, where the ASBA Account is maintained or UPI ID linked account is maintained in
case of retail individual investor. Applications submitted directly to the SCSBs or other Designated
Intermediaries (Other than SCSBs), the relevant SCSB shall block an amount in the ASBA Account equal to the
Application Amount specified in the Application Form, before entering the ASBA application into the
electronic system.

Except for applications by or on behalf of the Central or State Government and the Officials appointed by the
courts and by investors residing in the State of Sikkim, the Applicants, or in the case of application in joint
names, the first Applicant (the first name under which the beneficiary account or UPI linked account number is
held), should mention his/her PAN allotted under the Income Tax Act. In accordance with the SEBI
Regulations, the PAN would be the sole identification number for participating transacting in the securities
market, irrespective of the amount of transaction. Any Application Form without PAN is liable to be rejected.
The demat accounts of Applicants for whom PAN details have not been verified, excluding persons resident in
the State of Sikkim or persons who may be exempted from specifying their PAN for transacting in the securities
market, shall be “suspended for credit” and no credit of Equity Shares pursuant to the Issue will be made into
the accounts of such Applicants.

The Applicants may note that in case the PAN, the DP ID and Client ID mentioned in the Application Form and
entered into the electronic collecting system of the Stock Exchange Designated Intermediaries do not match
with PAN, the DP ID and Client ID available in the Depository database, the Application Form is liable to be
rejected.

Applicants are advised to ensure that any single Application form does not exceed the investment limits or
maximum number of Equity Shares that can be held by them under applicable law or regulation or as
specified in the Prospectus.

ELECTRONIC REGISTRATION OF APPLICATIONS

1)

2)

3)

4)

5)

6)

The Application Collecting Intermediary will register the applications using the on-line facilities of the Stock
Exchange.

The Application Collecting Intermediary will undertake modification of selected fields in the application details
already uploaded before 1.00 p.m. of the next Working day from the Offer Closing Date.

The Application Collecting Intermediary shall be responsible for any acts, mistakes or errors or omission and
commissions in relation to, (i) the applications accepted by them, (ii) the applications uploaded by them, (iii) the
applications accepted but not uploaded by them or (iv) In case the applications accepted and uploaded by any
Application Collecting Intermediary other than SCSBs, the Application Form along with relevant schedules
shall be sent to the SCSBs or the Designated Branch of the relevant SCSBs for blocking of funds and they will
be responsible for blocking the necessary amounts in the ASBA Accounts. In case of Application accepted and
uploaded by SCSBs, the SCSBs or the Designated Branch of the relevant SCSBs will be responsible for
blocking the necessary amounts in the ASBA Accounts.

Neither the Lead manager nor the Company, shall be responsible for any acts, mistakes or errors or omission
and commissions in relation to, (i) the applications accepted by any Application Collecting Intermediaries, (ii)
the applications uploaded by any Application Collecting Intermediaries or (iii) the applications accepted but not
uploaded by the Application Collecting Intermediaries.

The Stock Exchange will Offer an electronic facility for registering applications for the Offer. This facility will
be available at the terminals of the Application Collecting Intermediaries and their authorised agents during the
Offer Period. On the Offer Closing Date, the Application Collecting Intermediaries shall upload the applications
till such time as may be permitted by the Stock Exchange.

With respect to applications by Applicants, at the time of registering such applications, the Application
Collecting Intermediaries shall enter the following information pertaining to the Applicants into the on-line
system:

230
Name of the Applicant;

IPO Name;

Application Form Number;

Investor Category;

PAN Number

DP ID & Client ID

Numbers of Equity Shares Applied for;
Amount;

Location of the Banker to the Offer or Designated Branch, as applicable;
Bank Account Number and

Such other information as may be required.

rr

In case of submission of the Application by an Applicant through the Electronic Mode, the Applicant shall
complete the above mentioned details and mentioned the bank account number, except the Electronic
Application Form number which shall be system generated.

The aforesaid intermediaries shall, at the time of receipt of application, give an acknowledgement to investor,
by giving the counter foil or specifying the application number to the investor, as a proof or having accepted the
application form, in physical or electronic mode, respectively. The registration of the Application by the
Application Collecting Intermediaries does not guarantee that the Equity Shares shall be allocated / allotted
either by our Company.

Such acknowledgment will be non-negotiable and by itself will not create any obligation of any kind.

The Application Collecting Intermediaries shall have no right to reject the applications, except on technical
grounds.

The permission given by the Stock Exchanges to use their network and software of the Online IPO system
should not in any way deemed or construed to mean the compliance with various statutory and other
requirements by our Company and / or the Lead manager are cleared or approved by the Stock Exchanges; nor
does it in any manner warrant, certify or endorse the correctness or completeness or any of the compliance with
the statutory and other requirements nor does it take any responsibility for the financial or other soundness of
our Company, our Promoter, our management or any scheme or project of our Company; nor does it in any
manner warrant, certify or endorse the correctness or completeness of any of the contents of this Prospectus; not
does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchange.

The Application Collecting Intermediaries will be given time till 1.00 p.m. on the next working day after the
Offer Closing Date to verify the PAN No., DP ID and Client ID uploaded in the online IPO system during the
Offer Period, after which the Registrar to the Offer will receive this data from the Stock Exchange and will
validate the electronic application details with the Depository’s records. In case no corresponding record is
available with Depositories, which matches the three parameters, namely DP ID, Client ID and PAN, then such
applications are liable to be rejected.

13) The details uploaded in the online IPO system shall be considered as final and Allotment will be based on such

details for ASBA Applicants.

Withdrawal of Applications

a) RIIs can withdraw their Applications until Offer Closing Date. In case a RII wishes to withdraw the Application
during the Offer Period, the same can be done by submitting a request for the same to the concerned Designated
Intermediary who shall do the requisite, including unblocking of the funds by the SCSB in the ASBA Account.

b) The Registrar to the Offer shall give instruction to the SCSB for unblocking the ASBA Account on the
Designated Date. Non Retail Applicants can neither withdraw nor lower the size of their Applications at any stage.

Allocation of Equity Shares

231
1) The Offer is being made through the Fixed Price Process wherein 2,000 Equity Shares shall be reserved for the
Market Maker and 2,000 Equity Shares will be allocated on a proportionate basis to Retail Individual Applicants,
subject to valid applications being received from the Retail Individual Applicants at the Offer Price. The balance of
the Net Offer will be available for allocation on a proportionate basis to Non Retail Applicants.

2) Under-subscription, if any, in any category, would be allowed to be met with spill-over from any other category
or combination of categories at the discretion of our Company in consultation with the Lead manager and the Stock
Exchange.

3) Allocation to Non-Residents, including Eligible NRIs, FIIs and FVCIs registered with SEBI, applying on
repatriation basis will be subject to applicable law, rules, regulations, guidelines and approvals

OPTION TO RECEIVE EQUITY SHARES IN DEMATERIALIZED FORM

Investors should note that Allotment of Equity Shares to all successful Applicants will only be in the dematerialized
form in compliance of the Companies Act, 2013.

Furnishing the details depository account is mandatory and applications without depository account shall be
treated as incomplete and rejected.

The Equity Shares on Allotment shall be traded only in the dematerialized segment of the Stock Exchanges.

Applicants will not have the option of getting Allotment of the Equity Shares in physical form. Allottee’s shall have
the option to re-materialize the Equity Shares, if they so desire, as per the provision of the Companies Act and the
Depositories Act.

PRE-ISSUE ADVERTISEMENT

Subject to Section 30 of the Companies Act 2013 and 264(2) of the SEBI (ICDR) Regulations, 2018, the Company
shall, after registering the with the RoC, publish a pre-issue advertisement, in the form prescribed by the SEBI ICDR
(Regulations), 2018, in one widely circulated English language national daily newspaper; one widely circulated
Hindi language national daily newspaper and one regional newspaper with wide circulation.

SIGNING OF UNDERWRITING AGREEMENT

The issue is 100% Underwritten. Our Company has entered into an Underwriting Agreement with the Lead Manager
on November 30, 2020.

FILING OF THE PROSPECTUS WITH THE ROC
The Company will file a copy of the Prospectus with the RoC in terms of Section 26 of the Companies Act, 2013.

a. Designated Date and Allotment of Equity Shares Designated Date: On the Designated date, the SCSBs shall
transfers the funds represented by allocations of the Equity Shares into Public Issue Account with the Bankers
to the Issue.

b. Issuance of Allotment Advice: Upon approval of the Basis of Allotment by the designated stock exchange, the
Registrar shall upload on its website. On the basis of approved basis of allotment, the Issuer shall pass necessary
corporate action to facilitate the allotment and credit of equity shares. Applicants are advised to instruct their
Depository Participants to accept the Equity Shares that may be allotted to them pursuant to the issue.

c. Pursuant to confirmation of such corporate actions, the Registrar will dispatch Allotment Advice to the
Applicants who have been allotted Equity Shares in the Issue. The dispatch of allotment advice shall be deemed
a valid, binding and irrevocable contract.

d. Issuer will make the allotment of the equity shares and initiate corporate action for credit of shares to the
successful applicants Depository Account within 4 working days of the Issue Closing date. The Issuer also
ensures the credit of shares to the successful Applicants Depository Account is completed within one working

232
Day from the date of allotment, after the funds are transferred from ASBA Public Issue Account to Public Issue
account of the issuer.

Designated Date: On the Designated date, the SCSBs shall transfers the funds represented by allocations of the
Equity Shares into Public Issue Account with the Bankers to the Issue.

The Company will issue and dispatch letters of allotment/ or letters of regret along with refund order or credit the
allotted securities to the respective beneficiary accounts, if any within a period of 4 working days of the Issue
Closing Date. The Company will intimate the details of allotment of securities to Depository immediately on
allotment of securities under Section 56 of the Companies Act, 2013 or other applicable provisions, if any.

INTEREST AND REFUNDS
Completion of formalities for Listing & Commencement of Trading

The Issuer may ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading at all the Stock Exchanges are taken within 6 Working Days of the Issue Closing Date. The Registrar to the
Issue may give instruction for credit to Equity Shares the beneficiary account with DPs, and dispatch the allotment
Advise within 6 Working Days of the Issue Closing Date.

GROUNDS FOR REFUND
Non-Receipt of Listing Permission

An Issuer makes an Application to the Stock Exchange(s) for permission to deal in/list and for an official quotation
of the Equity Shares. All the Stock Exchanges from where such permission is sought are disclosed in Prospectus.
The designated Stock Exchange may be as disclosed in the Prospectus with which the Basis of Allotment may be
finalized.

If the permission to deal in and official quotation of the Equity Shares are not granted by any of the Stock
Exchange(s), the Issuer may forthwith repay, without interest, all money received from the Applicants in pursuance
of the Prospectus.

In the event that the listing of the Equity Shares does not occur in the manner described in this Prospectus, the Lead
Manager and Registrar to the Issue shall intimate Public Issue bank/Bankers to the Issue and Public Issue
Bank/Bankers to the Issue shall transfer the funds from Public Issue account to Refund Account as per the written
instruction from lead Manager and the Registrar for further payment to the beneficiary bidders.

If such money is not repaid within eight days after the Issuer becomes liable to repay it, then the Issuer and every
director of the Issuer who is an officer in default may, on and from such expiry of eight days, be liable to repay the
money, with interest at such rate as disclosed in the Prospectus.

MINIMUM SUBSCRIPTION

This Issue is not restricted to any minimum subscription level. This Issue is 100% underwritten. As per section 39 of
the Companies Act, 2013, if the —Stated Minimum Amountl has not been subscribed and the sum payable on
application is not received within a period of thirty days from the date of issue of the Prospectus, or such other
period as may be specified by the Securities and Exchange Board, the amount received under sub-section (1) shall
be returned within such time and manner as may be prescribed under that section. If the Issuer does not receive the
subscription of 100% of the Issue through this offer document including devolvement of underwriters within Sixty
Days from the date of closure of the Issue, the Issuer shall Forthwith refund the entire subscription amount received.
If there is a delay beyond eight days after the Issuer become liable to pay the amount, the Issuer shall pay interest
prescribed under section 39 of the Companies act, 2013.

MINIMUM NUMBER OF ALLOTTEE’S

The Issuer may ensure that the number of proposed Allottee’s to whom Equity Shares may be allotted shall not be
less than 50 (Fifty), failing which the entire application monies may be refunded forthwith.

233
MODE OF REFUND
In Case of ASBA Application

Within 6 working days of the Issue Closing Date, the Registrar to the Issue may give instruction to SCSBs for
unblocking the amount in ASBA Account on unsuccessful Application and also for any excess amount blocked on
Application.

Mode of Making Refund for ASBA Applicants

In case of ASBA Application, the registrar of the issue may instruct the controlling branch of the SCSB to unblock
the funds in the relevant ASBA Account for any withdrawn, rejected or unsuccessful ASBA applications or in the
event of withdrawal or failure of the Issue.

INTEREST IN CASE OF DELAY IN ALLOTMENT OR REFUND:

The issuer shall allot securities offered to the public shall be made within the period prescribed by the Board. The
issuer shall also pay interest at the rate of fifteen per cent per annum if the allotment letters or refund orders have not
been dispatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner,
the refund instructions have not been given to the clearing system in the disclosed manner within eight days from the
date of the closure of the issue. However, applications received after the closure of issue in fulfillment of
underwriting obligations to meet the minimum subscription requirement, shall not be entitled for the said interest.

1) Issuance of Allotment Advice: Upon approval of the Basis of Allotment by the Designated Stock Exchange, the
Lead Manager or the Registrar to the Issue shall send to the Bankers to the Issue a list of their Applicants who
have been allocated/Allotted Equity Shares in this Issue.

2) Pursuant to confirmation of corporate actions with respect to Allotment of Equity Shares, the Registrar to the
Issue will dispatch Allotment Advice to the Applicants who have been Allotted Equity Shares in the Issue.

3) Approval of the Basis of Allotment by the Designated Stock Exchange. As described above shall be deemed a
valid, binding and irrevocable contract for the Applicant.

GENERAL INSTRUCTIONS

Do’s:
e All Applications have to compulsorily made through the ASBA mode only.
eCheck if you are eligible to apply;
e — Ensure that you have applied at the Issue Price;
e Read all the instructions carefully and complete the Application Form;
.

Ensure that the details about the PAN, Depository Participant and the beneficiary account are correct and
the Applicant‘s Depository Account is active as Allotment of Equity Shares will be in the dematerialised
form only;

e Ensure that the applications are submitted at the collection centres only on forms bearing the stamp of a
Broker or with respect to ASBA Applicants, ensure that your application is submitted at a Designated
Branch of the SCSB where the ASBA Applicant or the person whose bank account will be utilised by the
Applicant for applying, has a bank account;

With respect to applications by ASBA Applicants, ensure that the Application Form is signed by the
account holder in case the applicant is not the account holder. Ensure that you have mentioned the correct
bank account number in the Application Form;

e Ensure that you have mentioned the correct ASBA Account number or UPI ID linked account number in
case of retail individual investor in the ASBA Form;

e Non-Retail Applicants should submit their applications through the ASBA process only;

e Ensure that you have funds equal to the Application Amount in your bank account maintained with the

SCSB or UPI ID linked account maintained in case of retail individual investor before submitting the

Application Form to the respective Designated Branch of the SCSB or a Banker to the Issue, as the case

may be;

234
Instruct your respective banks to not release the funds blocked in the bank account under the ASBA
process;

Except for applications (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of a SEBI circular dated September 30, 2008, may be exempt from specifying their
PAN for transacting in the securities market and (ii) applications by persons resident in the State of Sikkim,
who, in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for
transacting in the securities market, for applications of all values, ensure that you have mentioned your
PAN allotted under the Income Tax Act in the Application Form. The exemption for the Central or State
Government and officials appointed by the courts and for investors residing in the State of Sikkim is
subject to (a) the Demographic Details received from the respective depositories confirming the exemption
granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account
remaining in —active statusl; and (b) in the case of residents of Sikkim, the address as per the
Demographic Details evidencing the same;

Ensure that the Demographic Details (as defined herein below) are updated, true and correct in all respects;

Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case the Application Form is submitted in
joint names, ensure that the beneficiary account is also held in same joint names and such names are in the
same sequence in which they appear in the Application Form;

Ensure that the category is indicated;

Ensure that in case of applications under power of attorney or applications by limited companies, corporate,
trusts etc., relevant documents are submitted;

Ensure that applications submitted by any person outside India should be in compliance with applicable
foreign and Indian laws;

Ensure that the DP ID, the Client ID and the PAN mentioned in the Application Form and entered into the
electronic collecting system of the Stock Exchange by the SCSBs match with the DP ID, Client ID and
PAN available in the Depository database;

In relation to the ASBA applications, ensure that you use the Application Form bearing the stamp of the
relevant SCSB and/ or the Designated Branch;

In relation to the ASBA applications, ensure that your Application Form is submitted at a Designated
Branch of a SCSB where the ASBA Account is maintained or to our Company or the Registrar to the Issue;
Ensure that you have mentioned the correct ASBA Account number in the Application Form;

In relation to the ASBA applications, ensure that you have correctly signed the authorization/undertaking
box in the Application Form, or have otherwise provided an authorization to the SCSB via the electronic
mode, for blocking funds in the ASBA Account equivalent to the Application Amount mentioned in the
Application Form; and

In relation to the ASBA applications, ensure that you receive an acknowledgement from the Designated
Branch for the submission of your Application Form.

Do not apply for a price other than the Issue Price;

Non-Retail Applicants should neither withdraw nor lower the size of their applications at any stage;

Do not apply on another Application Form after you have submitted an application to the Bankers to the
Issue or the SCSBs, as applicable;

Do not pay the Application Amount in cash, cheque, money order or by postal order or by stock invest;

Do not send Application Forms by post; instead submit the same to a Banker to the Issue or the SCSB,
only;

Do not apply for an Application Amount exceeding Rs. 2,00,000 (for applications by Retail Individual
Applicants);

Do not fill up the Application Form such that the Equity Shares applied for exceeds the Issue Size and/or
investment limit or maximum number of Equity Shares that can be held under the applicable laws or
regulations or maximum amount permissible under the applicable regulations;

Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this ground;
Do not submit the applications without the full Application Amount;

Do not submit incorrect details of the DP ID, beneficiary account number/UPI ID and PAN or provide
details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar
to the Issue;

235
¢ Do not submit the Application without ensuring that funds equivalent to the entire Application Amount are
blocked in the relevant ASBA Account or UPI ID linked account number in case of retail individual
investor;

¢ Do not submit applications on plain paper or incomplete or illegible Application Forms or on Application
Forms in a colour prescribed for another category of Applicant; and

¢ Do not apply if you are not competent to contract under the Indian Contract Act, 1872, as amended.

INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM

In Addition to the instructions for completing the application form as mentioned under Part B of General
Information Document for Investing in Public Issues- Instructions for Filing the Application Form (Fixed Price
Issue), the following instruction should be noted by the Applicants:

1) The Applications should be submitted on the prescribed Application Form in BLOCK LETTERS and in
ENGLISH only, in accordance with the instructions contained herein and in the Application Form.
Applications not so made, are liable to be rejected.

2) ASBA Application Forms should bear the stamp of the Application Colleting Intermediaries or SCSB’s. ASBA
Application Forms, which do not bear the stamp of the SCSB, will be rejected.

3) Pursuant to SEBI circular no.-CIR/CFD/POLICYCELL/11/2015 dated 10th November, 2015 all the Applicants
have to compulsorily apply through the ASBA Mode only.

OTHER INSTRUCTIONS
Joint Applications in the case of Individuals

Applications may be made in single or joint names (not more than three). In the case of joint Applications, all
payments will be made out in favour of the Applicant whose name appears first in the Application Form or Revision
Form. All communications will be addressed to the First Applicant and will be dispatched to his or her address as
per the Demographic Details received from the Depository.

Multiple Applications

An Applicant should submit only one Application (and not more than one) for the total number of Equity Shares
required. Two or more Applications will be deemed to be multiple Applications if the sole or First Applicant is one
and the same.

In this regard, the procedures which would be followed by the Registrar to the Issue to detect multiple applications
are given below:

All applications are electronically strung on first name, address (1st line) and applicant’s status. Further, these
applications are electronically matched for common first name and address and if matched, these are checked
manually for age, signature and father/ husband’s name to determine if they are multiple applications:

i) Applications which do not qualify as multiple applications as per above procedure are further checked for
common DP ID/ beneficiary ID. In case of applications with common DP ID/ beneficiary ID, are manually
checked to eliminate possibility of data entry error to determine if they are multiple applications.

ii) Applications which do not qualify as multiple applications as per above procedure are further checked for
common PAN. All such matched applications with common PAN are manually checked to eliminate possibility
of data capture error to determine if they are multiple applications.

iii) For Applications from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well as
Applications on behalf of the Applicants for whom submission of PAN is not mandatory such as the Central or
State Government, an official liquidator or receiver appointed by a court and residents of Sikkim, the
Application Forms will be checked for common DP ID and Client ID.

236
No separate applications for demat and physical is to be made. If such applications are made, the applications for
physical shares will be treated as multiple applications and rejected accordingly.

After submitting an ASBA Application either in physical or electronic mode, an ASBA Applicant cannot apply
(either in physical or electronic mode) to either the same or another Designated Branch of the SCSB and Submission
of a second Application in such manner will be deemed a multiple Application and would be rejected. More than
one ASBA Applicant may apply for Equity Shares using the same ASBA Account, provided that the SCSBs will not
accept a total of more than five Application Forms with respect to any single ASBA Account.

Duplicate copies of Application Forms downloaded and printed from the website of the Stock Exchange bearing the
same application number shall be treated as multiple Applications and are liable to be rejected. The Company, in
consultation with the LM reserves the right to reject, in its absolute discretion, all or any multiple Applications in
any or all categories.

In case of a mutual fund, a separate Application can be made in respect of each scheme of the mutual fund registered
with SEBI and such Applications in respect of more than one scheme of the mutual fund will not be treated as
multiple Applications provided that the Applications clearly indicate the scheme concerned for which the
Application has been made.

In cases where there are more than 20 valid applications having a common address, such shares will be kept in
abeyance, post Allotment and released on confirmation of “know your client” norms by the depositories. The
Company reserves the right to reject, in our absolute discretion, all or any multiple Applications in any or all
categories.

Permanent Account Number or PAN

Pursuant to the circular MRD/DoP/Circ 05/2007 dated April 27, 2007, SEBI has mandated Permanent Account
Number (“PAN”) to be the sole identification number for all participants transacting in the securities market,
irrespective of the amount of the transaction w.e.f. July 2, 2007. Each of the Applicants should mention his/her PAN
allotted under the IT Act. Applications without this information will be considered incomplete and are liable to
be rejected. It is to be specifically noted that Applicants should not submit the GIR number instead of the PAN, as
the Application is liable to be rejected on this ground.

Please note that, Central or State Government and the officials appointed by the courts and investors residing in the
State of Sikkim are exempted from specifying their PAN subject to the Depository Participants’ verifying the
veracity of such claims of the investors in accordance with the conditions and procedures under this section on Issue
Procedure.

Our Company/ Registrar to the Issue/ Lead Manager can, however, accept the Application(s) in which PAN is
wrongly entered into by ASBA SCSB"s in the ASBA system, without any fault on the part of Applicant.

RIGHT TO REJECT APPLICATIONS

In case of QIB Applicants, the Company in consultation with the Lead Manager may reject Applications provided
that the reasons for rejecting the same shall be provided to such Applicant in writing. In case of Non-Institutional
Applicants, Retail Individual Applicants who applied, the Company has a right to reject Applications based on
technical grounds.

GROUNDS FOR REJECTIONS

Applicants are advised to note that Applications are liable to be rejected inter alia on the following technical

grounds:

> Amount paid does not tally with the amount payable for the highest value of Equity Shares applied for;

> In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no firm
as such shall be entitled to apply;

> Application by persons not competent to contract under the Indian Contract Act, 1872 including minors, insane
persons;

> PAN not mentioned in the Application Form;

237
> GIR number furnished instead of PAN;

> Applications for lower number of Equity Shares than specified for that category of investors;

> Applications at a price other than the Fixed Price of the Issue;

> Applications for number of Equity Shares which are not in multiples of 2,000;

> Category not ticked;

> Multiple Applications as defined in the Prospectus;

>In case of Application under power of attorney or by limited companies, corporate, trust etc., where relevant
documents are not submitted;

> Applications accompanied by Stock invest/ money order/ postal order/ cash;

> Signature of sole Applicant is missing;

> Application Forms are not delivered by the Applicant within the time prescribed as per the Application Forms,
Issue Opening Date advertisement and the Prospectus and as per the instructions in the Prospectus and the
Application Forms;

> In case no corresponding record is available with the Depositories that matches three parameters namely, names of
the Applicants (including the order of names of joint holders), the Depository Participant's identity (DP ID) and
the beneficiary‘s account number;

> Applications for amounts greater than the maximum permissible amounts prescribed by the regulations;

> Applications by OCBs;

> Applications by US persons other than in reliance on Regulations or —qualified institutional buyers! as defined in
Rule 144A under the Securities Act;

> Applications not duly signed;

» Applications by any persons outside India if not in compliance with applicable foreign and Indian laws;

» Applications by any person that do not comply with the securities laws of their respective jurisdictions are liable
to be rejected;

> Applications by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or
any other regulatory authority;

> Applications by persons who are not eligible to acquire Equity Shares of the Company in terms of all applicable
laws, rules, regulations, guidelines, and approvals;

» Applications or revisions thereof by QIB Applicants, Non-Institutional Applicants where the Application Amount
is in excess of Rs. 2,00,000, received after 3.00 pm on the Issue Closing Date;

» Applications not containing the details of Bank Account and/or Depositories Account.

APPLICANT’S DEPOSITORY ACCOUNT AND BANK DETAILS

Please note that, providing bank account details in the space provided in the Application Form is mandatory and
applications that do not contain such details are liable to be rejected.

Please note that, furnishing the details of depository account is mandatory and applications without depository
account shall be treated as incomplete and rejected.

Applicants should note that on the basis of name of the Applicants, Depository Participant’s name, Depository
Participant Identification number and Beneficiary Account Number provided by them in the Application Form, the
Registrar to the Offer will obtain from the Depository the demographic details including address, Applicants bank
account details, MICR code and occupation (hereinafter referred to as ‘Demographic Details’). These Bank Account
details would be used for giving refunds to the Applicants. Hence, Applicants are advised to immediately update
their Bank Account details as appearing on the records of the depository participant. Please note that failure to do so
could result in delays in dispatch/ credit of refunds to Applicants at the Applicants’ sole risk and neither the Lead
manager nor the Registrar to the Offer or the Escrow Collection Banks or the SCSB nor the Company shall have any
responsibility and undertake any liability for the same. Hence, Applicants should carefully fill in their Depository
Account details in the Application Form. These Demographic Details would be used for all correspondence with the
Applicants including mailing of the CANs / Allocation Advice and printing of Bank particulars on the refund orders
or for refunds through electronic transfer of funds, as applicable. The Demographic Details given by Applicants in
the Application Form would not be used for any other purpose by the Registrar to the Offer. By signing the
Application Form, the Applicant would be deemed to have authorized the depositories to provide, upon request, to
the Registrar to the Offer, the required Demographic Details as available on its records.

PAYMENT BY STOCK INVEST

238
In terms of the Reserve Bank of India Circular No.DBOD No. FSC BC 42/ 24.47.00/ 2003-04 dated November 5,
2003; the option to use the stock invest instrument in lieu of cheques or bank drafts for payment of Application
money has been withdrawn. Hence, payment through stock invest would not be accepted in this Offer.

Terms of Payment

The entire Offer price of Rs. 51/- per share is payable on application. In case of allotment of lesser number of Equity
Shares than the number applied The Registrar to the Offer shall instruct the SCSBs to unblock the excess amount
blocked.

SCSBs or Sponsor Bank will transfer the amount as per the instruction received by the Registrar to the Public Offer
Bank Account post finalisation of Basis of Allotment. The balance amount after transfer to the Public Offer Account
shall be unblocked by the SCSBs or Sponsor Bank.

The Applicants should note that the arrangement with Banker to the Offer or the Registrar or Sponsor Bank is not
prescribed by SEBI and has been established as an arrangement between our Company, the Banker to the Offer, the
Lead Manager and the Registrar to the Offer to facilitate collections from the Applicants.

Payment mechanism for Applicants

The Applicants shall specify the bank account number, or the UPI ID, in the Application Form. The Application
Form submitted by an Applicant and which is accompanied by cash, demand draft, cheque, money order, postal
order or any mode of payment other than blocked amounts in the ASBA Account, may not be accepted. The SCSB
or Sponsor Bank shall keep the Application Amount in the relevant bank account blocked until withdrawal/ rejection
of the application or receipt of instructions from the Registrar to unblock the Application Amount.

However, Non Retail Applicants shall neither withdraw nor lower the size of their applications at any stage. In the
event of withdrawal or rejection of the Application Form or for unsuccessful Application Forms, the Registrar to the
Offer shall give instructions to the SCSBs to unblock the application money in the relevant bank account within one
day of receipt of such instruction. The Application Amount shall remain blocked in the ASBA Account until
finalisation of the Basis of Allotment in the Offer and consequent transfer of the Application Amount to the Public
Offer Account, or until withdrawal / failure of the Offer or until rejection of the application by the ASBA Applicant,
as the case may be.

Please note that pursuant to the applicability of the directions issued by SEBI vide its circular bearing number
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, all Investors are applying in this Offer shall mandatorily make use of ASBA
facility for application providing details of the bank account which will be blocked by the Self Certified Syndicate
Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated
November 01, 2018, Retail Individual Investors applying in public issue may use either Application Supported by
Blocked Amount (ASBA) facility for making application or also can use UPI as a payment mechanism with
Application Supported by Blocked Amount for making application.

Submission of Application

a) During the Offer Period, Applicants may approach any of the Designated Intermediaries to register their
Application.

b) In case of Applicants (excluding Non-Retail Applicants) bidding at Cut-off Price, the ASBA Applicants may
instruct the SCSBs to block Application Amount less discount (if applicable).

c) For Details of the timing on acceptance and upload of Application in the Stock Exchanges Platform Applicants
are requested to refer to the Prospectus.

EQUITY SHARES IN DEMATERIALISED FORM WITH NSDL OR CDSL

To enable all shareholders of the Company to have their shareholding in electronic form, the Company had signed
the following tripartite agreements with the Depositories and the Registrar to the Issue:

239
1. Agreement dated March 30, 2019between CDSL, the Company and the Registrar to the Issue;
2. Agreement dated April 26, 2019between NSDL, the Company and the Registrar to the Issue;
3. The Company’s shares bear an ISIN: INE06ZX01015.

a. An applicant applying for Equity Shares in demat form must have at least one beneficiary account/UPI ID with
the Depository Participants of either NSDL or CDSL prior to making the application.

b. The applicant must necessarily fill in the details (including the Beneficiary Account Number/UPI ID and
Depository Participant's Identification number) appearing in the Application Form or Revision Form.

c. Equity Shares allotted to a successful applicant will be credited in electronic form directly to the Applicant‘s
beneficiary account/UPI ID (with the Depository Participant).

d. Names in the Application Form or Revision Form should be identical to those appearing in the account details
in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear
in the account details in the Depository.

e. If incomplete or incorrect details are given under the heading _Applicants Depository Account Details‘ in the
Application Form or Revision Form, it is liable to be rejected.

f. The Applicant is responsible for the correctness of his or her demographic details given in the Application Form
visa-vis those with their Depository Participant.

g. It may be noted that Equity Shares in electronic form can be traded only on the stock exchanges having
electronic connectivity with NSDL and CDSL. The Stock Exchange platform where our Equity Shares are
proposed to be listed has electronic connectivity with CDSL and NSDL.

h. The trading of the Equity Shares of our Company would be only in dematerialized form.

COMMUNICATIONS

All future communications in connection with Applications made in the Issue should be addressed to the Registrar to
the Issue quoting the full name of the sole or First Applicant, Application Form number, Applicants Depository
Account Details, number of Equity Shares applied for, date of Application form, name and address of the Banker to
the Issue where the Application was submitted and cheque or draft number and issuing bank thereof and a copy of
the acknowledgement slip.

Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-issue or post-issue
related problems such as non-receipt of letters of Allotment, credit of allotted shares in the respective
beneficiary accounts/ UPI ID linked account number etc. at below mentioned addresses:

 

To the Ms.Namrata Subhashsingh Negi To the Registrar to the Issue
Company Secretary and Compliance Office KFin Technologies Private Limited
Party Cruisers Limited Selenium Tower B, Plot 31-32, Gachibowli,

Address:303/304/305, Simran Plaza, Khar 4'" Road, Financial District, Nanakramguda, Hyderabad 500 032
Next to Regal Enclave Hotel, Khar (West), Mumbai — | India

 

 

 

400 052, Maharashtra, India Tel. No.: +91 40 6716 2222
Tel No.:+91 22 49739352 Fax No.: +91 40 2343 1551
Email Id.:compliance@partycruisersindia.com E-mail: pcl.ipo@karvy.com
Website: www.partycruisersindia.com InvestorgrievancesEmail:einward.ris@kfintech.com

 

 

 

 

 

DISPOSAL OF APPLICATIONS AND APPLICATION MONEYS AND INTEREST IN CASE OF DELAY

The Company shall ensure the dispatch of Allotment advice, instructions to SCSBs and give benefit to the
beneficiary account with Depository Participants and submit the documents pertaining to the Allotment to the Stock
Exchange within one working day of the date of Allotment of Equity Shares.

The Company shall use best efforts that all steps for completion of the necessary formalities for listing and
commencement of trading at EMERGE Platform of NSE where the Equity Shares are proposed to be listed are
taken within 6 (six) working days of closure of the issue.

240
IMPERSONATION

Attention of the applicants is also specifically drawn to the provisions of sub-section (1) of Section 38 of the
Companies Act, 2013, which is reproduced below:

“Any person who:

a. makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for,
its securities; or

b. makes or abets making of multiple applications to a company in different names or in different combinations
of his name or surname for acquiring or subscribing for its securities; or

c. otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to
any other person in a fictitious name, shall be liable for action under Section 447 of the Companies Act,
2013.”

Section 447 of the Companies Act, 2013, is reproduced as below

Without Prejudice to any liability including repayment of any debt under this Act or any other law for the time being
in force, any person who is found to be guilty of fraud, shall be punishable with imprisonment for a term which shall
not be less than six months but which may exceed to ten years and shall also be liable to fine which shall not be less
than the amount involved in the fraud, but which may extend to three times the amount involved in the fraud.

Provided that where the fraud in question involves public interest, the term of imprisonment shall not be less than
three years.

Provided further that where the fraud involves an amount less than ten lakh rupees or one per cent. of the turnover
of the company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be
punishable with imprisonment for a term which may extend to five years or with fine which may extend to twenty
lakh rupees or with both.

BASIS OF ALLOTMENT

Allotment will be made in consultation with the EMERGE Platform of NSE (The Designated Stock Exchange). In
the event of oversubscription, the allotment will be made on a proportionate basis in marketable lots as set forth
hereunder:

1) The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate
basis i.e. the total number of Shares applied for in that category multiplied by the inverse of the over
subscription ratio (number of Applicants in the category x number of Shares applied for).

2) The number of Shares to be allocated to the successful Applicants will be arrived at on a proportionate
basis in marketable lots (i.e. Total number of Shares applied for into the inverse of the over subscription ratio).

3) For applications where the proportionate allotment works out to less than 2,000 equity shares the allotment will
be made as follows:

i. Each successful Applicant shall be allotted 2,000 equity shares; and

ii. The successful Applicants out of the total applicants for that category shall be determined by the drawl of
lots in such a manner that the total number of Shares allotted in that category is equal to the number of
Shares worked out as per (2) above.

4) If the proportionate allotment to an Applicant works out to a number that is not a multiple of 2,000 equity shares,
the Applicant would be allotted Shares by rounding off to the nearest multiple of 2,000 equity shares subject to a
minimum allotment of 2,000 equity shares.

5) If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the Applicants
in that category, the balance available Shares or allocation shall be first adjusted against any category, where the
allotted Shares are not sufficient for proportionate allotment to the successful Applicants in that category, the
balance Shares, if any, remaining after such adjustment will be added to the category comprising Applicants

241
applying for the minimum number of Shares.

6) Since present issue is a fixed price issue, the allocation in the net offer to the public category in terms of
Regulation 253(2) of the SEBI (ICDR) Regulations, 2018 shall be made as follows:

a) Minimum fifty percent(50%) To Retail Individual Investors; and
b) Remaining to:
» Individual applicants other than retail individual investors; and
> Other investors including corporate bodies or institutions, irrespective of the number of specified
securities applied for

c) The unsubscribed portion in either of the categories specified in (a) or (b) above may be allocated to the
applicants in the other category.

Explanation: If the retail individual investor category is entitled to more than fifty per cent on proportionate basis,
accordingly the retail individual investors shall be allocated that higher percentage.

Please note that the Allotment to each Retail Individual Investor shall not be less than the minimum application lot,
subject to availability of Equity Shares in the Retail portion. The remaining available Equity Shares, if any in Retail
portion shall be allotted on a proportionate basis to Retail individual Investor in the manner in this Para titled
“BASIS OF ALLOTMENT” on page no. 223 of this Prospectus.

‘Retail Individual Investor! means an investor who applies for shares of value of not more than Rs. 2,00,000/ -.

Investors may note that in case of over subscription allotment shall be on proportionate basis and will be finalized

in consultation with NSE.

BASIS OF ALLOTMENT IN THE EVENT OF UNDER SUBSCRIPTION

In the event of under subscription in the Issue, the obligations of the Underwriters shall get triggered in terms of the

Underwriting Agreement. The Minimum subscription of 100% of the Issue size as specified shall be achieved before

our company proceeds to get the basis of allotment approved by the Designated Stock Exchange.

The Executive Director / Managing Director of NSE - the Designated Stock Exchange in addition to Lead

Manager and Registrar to the Public Issue shall be responsible to ensure that the basis of allotment is finalized

in a fair and proper manner in accordance with the SEBI (ICDR) Regulations.

As per the RBI regulations, OCBs are not permitted to participate in the Issue.

There is no reservation for Non-Residents, NRIs, FPIs and foreign venture capital funds and all Non

Residents, NRI, FPI and Foreign Venture Capital Funds applicants will be treated on the same basis with

other categories for the purpose of allocation.

UNDERTAKINGS BY OUR COMPANY

The Company undertakes the following:

1) That the complaints received in respect of the Issue shall be attended to by us expeditiously;

2) That all steps will be taken for the completion of the necessary formalities for listing and commencement of
trading at the Stock Exchange where the Equity Shares are proposed to be listed within 6 working days from
Issue Closing date;

3) That our Promoter‘s contribution in full has already been brought in;

4) That funds required for making refunds/ unblocking to unsuccessful applicants as per the mode(s) disclosed
shall be made available to the Registrar to the Issue by the Issuer;

5) That no further issue of equity shares shall be made till the Equity Shares offered through this Prospectus are
listed or until the Application monies are refunded on account of non-listing, under subscription etc.;

242
6)

7)

8)

9)

That the instruction for electronic credit of Equity Shares/ refund orders/intimation about the refund to non -
resident Indians shall be completed within specified time;

That Company shall not have recourse to the Issue proceeds until the approval for trading of the Equity Shares
from the Stock Exchange where listing is sought has been received;

The Company is not a listed entity. The Company had made an application with the SME Platform of BSE for
lisitng its equity shares on the BSE SME Platform on May 16, 2019 and had received the In- Principal
Approval on June 19, 2019. Further, our Company had/ has neither received any objections or rejections post
receipt of the In- Principal Approval dated June 19, 2019 and our securities have not been refused listing at
any time by any recognized stock exchange in India or abroad. Further, our Company has not made any Public
Issue or Rights Issue (as defined in the SEBI (ICDR) Regulations) in the past. No action has been taken against
our Company by any Stock Exchange or by SEBI. Our Company is not a sick company within the meaning of
the term as defined in the Sick Industrial Companies (Special Provisions) Act, 1985. Our Company is not
under winding up nor has it received a notice for striking off its name from the relevant Registrar of
Companies.; and

That adequate arrangements shall be made to collect all Applications Supported by Blocked Amount while
finalizing the Basis of Allotment.

UTILIZATION OF ISSUE PROCEEDS

Our Board of Directors certifies that:

1.

All monies received out of the Issue shall be credited/ transferred to a separate bank account other than the bank
account referred to in Section 40 of the Companies Act, 2013;

. Details of all monies utilized out of the issue referred to in point 1 above shall be disclosed and continued to be

disclosed till the time any part of the issue proceeds remains unutilized under an appropriate separate head in the
balance-sheet of the issuer indicating the purpose for which such monies had been utilized;

. Details of all unutilized monies out of the Issue referred to in 1, if any shall be disclosed under the appropriate

head in the balance sheet indicating the form in which such unutilized monies have been invested; and

. Our Company shall comply with the requirements of SEBI(LODR) Regulations,2015 as amended from time to

time and in pursuant to Section 177 of Companies Act, 2013 in relation to the disclosure and monitoring of the
utilization of the proceeds of the Issue; and

. Our Company shall not have recourse to the Issue Proceeds until the approval for listing and trading of theEquity

Shares from the Stock Exchange where listing is sought has been received.

The Lead manager undertakes that the complaints or comments received in respect of the Issue shall be attended by
our Company expeditiously and satisfactory.

243
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely
permitted in all sectors of Indian economy up to any extent and without any prior approvals, but the foreign investor
is required to follow certain prescribed procedures for making such investment. The government bodies responsible
for granting foreign investment approvals are FIPB and the RBI.

The Government has from time to time made policy pronouncements on FDI through press notes and press releases.
The Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India
(“DIPP”), issued consolidates FDI Policy Circular of 2018, which with effect from January 04, 2018 consolidates
and supersedes all previous press notes, press releases and clarifications on FDI issued by the DIPP that were in
force and effect as on January 04, 2018. The Government proposes to update the consolidated circular on FDI Policy
once every year and therefore, the Consolidation FDI Policy will be valid until the DIPP issues an updated circular.

The transfer of shares by an Indian resident to a Non-Resident does not require the prior approval of the FIPB or the
RBI, provided that (i) the activities of the investee company are under the automatic route under the Consolidated
FDI Policy and transfer does not attract the provisions of the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011; (ii) the non-resident shareholding is within the sectoral limits under the Consolidated
FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by SEBI/RBI.

As per the existing policy of the Government of India, OCBs cannot participate in this Issue.

The Equity Shares offered in the Issue have not been and will not be registered under the Securities Act or
any state securities laws in the United States and, unless so registered, and may not be offered or sold within
the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with any applicable U.S. state securities laws.
Accordingly, the Equity Shares are being offered and sold (i) within the United States to persons reasonably
believed to be “qualified institutional investors” (as defined in Rule 144A under the Securities Act) pursuant
to Rule 144A under the Securities Act or other applicable exemption under the Securities Act and (ii) outside
the United States in offshore transactions in reliance on Regulation S under the Securities Act and the
applicable laws of the jurisdictions where such offers and sales occur.

The above information is given for the benefit of the Applicants. Our Company and the LM are not liable for
any amendments or modification or changes in applicable laws or regulations, which may occur after the date
of this Prospectus. Applicants are advised to make their independent investigations and ensure that the
Applications made by them does not exceed the applicable limits or in any way lead to violation of laws or
regulations applicable to them.

244
SECTION - XIII
MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

Pursuant to Table F in Schedule I of the Companies Act,2013, the SEBI ICDR Regulations and the main provisions
of the Articles of Association relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and
transmission of Equity Shares or debentures and/or on their consolidation/splitting are detailed below. Please note
that the each provision herein below is numbered as per the corresponding article number in the Articles of
Association. Certain defined terms used in the Articles of Association are set forth below. All other defined terms
used in this section have the meaning given to them in the Articles of Association.
These Articles of Association were adopted by the Company in their Board Meeting held on April 09, 2019.
The Authorized capital of our Company is Rs. 6 Crores divided into 60,00,000 Equity Shares of Rs. 10 each.

THE COMPANIES ACT, 2013

COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF

PARTY CRUISERS LIMITED
1. Table F not to apply
The regulations contained in Table F, in the first Schedule, to the Companies Act,2013 shall not apply to this
Company, but the regulations for the management of the Company and for the observance of the members thereof
and their representatives shall, subject to any exercise of the statutory powers of the Company in reference to the
repeal or alteration of, or addition to, its regulations by Special Resolution, as prescribed by the said Companies
Act,2013 be such as are contained in these Articles.

Ds Interpretation

In the interpretation of these Articles, the following words and expressions shall have the following meanings
assigned thereunder, unless repugnant to the subject matter or content thereof.

(a) “The Act”or “the said Act”

“The Act” means the Companies Act, 2013 or any statutory modification or re-enactment thereof for the time
being in force.

(b) “These Articles”

“These Articles” means Articles of Association for the time being of the Company or the Articles of
Association as altered from time to time by special resolution.

(9) “Beneficial Owner”

“Beneficial Owner” shall have the meaning assigned thereto in clause(a) of sub-section (1) of Section 2 of the
Depositories Act, 1996.

(d) “The Company” or “this Company”
“The Company” or “this Company” means PARTY CRUISERS LIMITED.

245
*New set of Articles of Association adopted, vide resolution passed in Extra-Ordinary General Meeting of
members of the company held on 09-04-2019.

(e)

()

(g)

(h)

@

(k)

@

(m)

(n)

(p)

“The Directors”

“The Directors” means the Directors for the time being of the Company or as the case may be, the Directors
assembled at a Board.

“Depository”

“Depository” shall have the meaning assigned thereto by Section 2 (1)(e) of the Depositories Act, 1996.
“Depositories Act 1996”

“Depositories Act 1996” includes any statutory modification or re- enactment thereof.

“The Board” or the “Board of Directors”

“The Board,” or the “Board of Directors” means a meeting of the Directors duly called and constituted or as
the case may be the Directors assembled at a Board, or the requisite number of Directors entitled to pass a
circular resolution in accordance with the Act.

“The Chairman”

“The Chairman” means the Chairman of the Board of Directors for the time being of the Company.

“The Managing Director”

“The Managing Director” includes one or more persons appointed as such or any of such persons or

Directors for the time being of the Company who may for the time being be the Managing Director of the
Company.

“The Office”
“The Office” means the Registered Office for the time being of the Company.
“Capital”

“Capital” means the share capital for the time being raised or authorised to be raised, for the purpose of the
Company.

“The Registrar”

“The Registrar” means the Registrar of Companies of the State in which the office of the Company is for
the time being situated.

“Dividend”

“Dividend” includes Bonus.
“Month”

“Month” means the calendar month.
“Seal”

“Seal” means the Common Seal for the time being of the Company.

246
(q)

©

(s)

(

(u)

(vy)

“Tn Writing and Written”

“In Writing and Written” include printing, lithography and other modes of representing or reproducing
words in a visible form.

“Plural Number”

Words importing the singular number also include the plural number and vice versa.

“Persons”

“Persons” include corporations and firms as well as individuals.

“Gender”

Words importing the masculine gender also include the feminine gender.

“Securities & Exchange Board of India”

“Securities & Exchange Board of India” or SEBI means the Securities & Exchange Board of India
established under Section 3 of the Securities & Exchange Board of India Act, 1992.

“Year and Financial Year”

“Year” means the Calendar year and “Financial Year” shall have the meaning assigned thereto by Section
2(41) of the Act.

Expression in the Act to bear same meaning in the Articles

Save as aforesaid, any words or expressions defined in the Act shall, except where the subject or context forbids,
bear the same meaning in these Articles.

Marginal Notes

The marginal notes hereto shall not affect the construction of these Articles.

COPIES OF MEMORANDUM AND ARTICLES TO BE FURNISHED BY THE COMPANY
Pursuant to Section 17 of the Act, Company shall, on being so required by a member, send to him within 7
(seven) days of the requirement and subject to the payment of a fee of Rs. 100/- or such other fee as may be
specified in the Rules, a copy of each of the following documents, as in force for the time being:

(i) | The Memorandum;

(ii) The Articles, if any;

(iii) Every other agreement and every resolution referred to in Section 117(1), of the Act, if and in so
far as they have not been embodied in the Memorandum or Articles.

CAPITAL AND SHARES

The Authorized Share Capital of the Company is as per clause 5 of the Memorandum of Association of the
Company with all rights to the company to alter the same in any way it thinks fit.

The Board may, from time to time, with the sanction of the Company in a general meeting, increase the
share capital by such sum to be divided into shares of such amounts as the resolution shall prescribe.

The shares capital shall be distinguished by its appropriate number provided that nothing in this clause
shall apply to the shares held with a depository.

247
SHARES AT THE DISPOSAL OF THE DIRECTORS

Subject to the provisions of Section 62 of the Act and these Articles, the shares capital of Company for the
time being shall be under the control of the Directors who may issue, allot or otherwise dispose of the same
or any of them to such persons, In proportion and on such terms and conditions and either at a premium or
at par or(subject to the compliance with the provision of section 53 of the Act) at a discount and at such
time as they may from time to time think fit and with the sanction of the Company in the General Meeting
to give to any person or persons the option or right to call for any shares either at par or premium during
such time and for such consideration as the Directors think fit, and may issue and allot shares in the capital
of the Company on payment in full or part of any property sold and transferred or for any services rendered
to the Company in the conduct of its business and any shares which may so be allotted may be issued as
fully paid up share and if so issued, shall be deemed to be fully paid shares. Provided that option or right to
call of shares shall not be given to any person or persons without the sanction of the Company in General
Meeting.

FURTHER ISSUE OF SHARES
(1) Where at any time the company proposes to increase its subscribed capital by the issue of further
shares, such shares shall be offered -

(a) to persons who at the date of the offer are holders of equity shares of the company in proportion, as
nearly as circumstances admit to the paid-up share capital on those shares by sending a letter of
offer subject to the following conditions, namely:-

@ the offer shall be made by notice specifying the number of shares offered and limiting
a time not being less than fifteen days and not exceeding thirty days from the date of
the offer within which the offer, if not accepted, shall be deemed to have been
declined;

(ii) unless the articles of the company otherwise provide, the offer aforesaid shall be
deemed to include a right exercisable by the person concerned to renounce the shares
offered to him or any of them in favour of any other person; and the notice referred to
in clause (i) shall contain a statement of this right;

(iii) after the expiry of the time specified in the notice aforesaid, or on receipt of earlier
intimation from the person to whom such notice is given that he declines to accept the
shares offered, the Board of Directors may dispose of them in such manner which is
not disadvantageous to the shareholders and the company;

(b) to employees under a scheme of employees’ stock option, subject to special resolution passed by
company and subject to such conditions as may be determined by central government; or

(c) _ to any persons, if it is authorized by a special resolution, whether or not those persons include the
persons referred to in clause (a) or clause (b), either for cash or for a consideration other than cash,
if the price of such shares is determined by the valuation report of a registered valuer subject to
such conditions as may be determined by central government.

(2) The notice referred to in sub-clause (i) of clause (1) (a) shall be dispatched through registered post
or speed post or through electronic mode to all the existing shareholders at least three days before
the opening of the issue.

(3) Nothing in this section shall apply to the increase of the subscribed capital of a company caused by
the exercise of an option as a term attached to the debentures issued or loan raised by the company
to convert such debentures or loans into shares in the company.

The terms of issue of such debentures or loan containing such an option have been approved
before the issue of such debentures or the raising of loan by a special resolution passed by the
company in general meeting.

248
9:

10.

11.

12.

POWER TO OFFER SHARES/OPTIONS TO ACQUIRE SHARES

(i) Without prejudice to the generality of the powers of the Board under any other Article of these
Articles of Association, the Board or any Committee thereof duly constituted may, subject to the
applicable provisions of the Act, rules notified there under and any other applicable laws, rules and
regulations, at any point of time, offer existing or further Shares (consequent to increase of share
capital) of the Company, or options to acquire such Shares (consequent to increase of share
capital) of the Company, or options to acquire such Shares at any point of time, whether such
options are granted by way of warrants or in any other manner (subject to such consents and
permissions as may be required) to its employees, including Directors (whether whole-time or
not), whether at par, at discount, in case of shares issued as sweat equity shares as per section 54
of the Act or at a premium, for cash or for consideration other than cash, or any combination
thereof as may be permitted by law for the time being in force.

(ii) In addition to the powers of the Board under Article 9(i), the Board may also allot the Shares
referred to in Article 9(i) to any trust, whose principal objects would inter alia include further
transferring such Shares to the Company’s employees including by way of options, as referred to
in Article 9(i) in accordance with the directions of the Board or any Committee thereof duly
constituted for this purpose. The Board may make such provision of moneys for the purposes of
such trust, as it deems fit.

The Board, or any Committee thereof duly authorized for this purpose, may do all such acts,
deeds, things, etc. as may be necessary or expedient for the purposes of achieving the objectives
set out in Articles 9(i) and (ii) above.

REDEEMABLE PREFERENCE SHARES

Subject to the provisions of Section 55 of the Act, the Company shall have the power to issue preference
shares which are or at the option of the Company, are liable to be redeemed and the resolution authorizing
such issues shall prescribe the manners, terms and conditions of redemption.

PROVISIONS APPLICABLE IN CASE OF REDEEMABLE SHARES

On the issue of redeemable preference shares under the provisions of Article 10 hereof, the following
provisions shall take effect.

(a) No such shares shall be redeemed except out of the profits of the company which would otherwise be
available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of such
redemption;

(b) No such shares shall be redeemed unless they are fully paid;

(c)__ where such shares are proposed to be redeemed out of the profits of the company, there shall, out of
such profits, be transferred, a sum equal to the nominal amount of the shares to be redeemed, to a
reserve, to be called the Capital Redemption Reserve Account and the provisions of this Act relating
to reduction of share capital of a company shall apply as if the Capital Redemption Reserve Account
were paid-up share capital of the company.

NEW CAPITAL SAME AS ORIGINAL CAPITAL

Except so far as otherwise provided by the conditions of issue or by these Articles any capital raised by the
creation of new shares shall be considered part of the initial capital and shall be subject to the provisions
herein contained with reference to the payment of calls and installments; transfer and transmission,
forfeiture, lien, surrender, voting and otherwise.

RESTRICTIONS ON PURCHASE BY COMPANY OR GIVING OF LOANS BY IT FOR PURCHASE
249
13.

14.

15.

OFITS SHARES

(1) The company shall not have power to buy its own shares unless the consequent reduction of share
capital is effected in accordance with provisions of the Companies Act, 2013 or other applicable
provisions (if any) of the Act as applicable at the time of application.

This Article is not to delegate any power which the Company would have if it were omitted.

(2) The company shall not give, whether directly or indirectly and whether by means of a loan, guarantee
the provision of security or otherwise, any financial assistance for the purpose of, or in connection
with, a purchase or subscription made or to be made, by any person of or for any shares in the
company or in its holding company.

(3)

Nothing in sub-clause (2) shall apply to —

(a)

(b)

the company in accordance with any scheme approved by company through special resolution
and in accordance with such requirements as may be determined by central government, for the
purchase of, or subscription for, fully paid up shares in the company or its holding company, if
the purchase of, or the subscription or, the shares held by trustees for the benefit of the employees
or such shares held by the employee of the company;

the giving of loans by a company to persons in the employment of the company other than its
directors or key managerial personnel, for an amount not exceeding their salary or wages for a
period of six months with a view to enabling them to purchase or subscribe for fully paid-up
shares in the company or its holding company to be held by them by way of beneficial
ownership:

Provided that disclosures in respect of voting rights not exercised directly by the employees in
respect of shares to which the scheme relates shall be made in the Board's report in such manner
as may be determined by central government.

REDUCTION OF CAPITAL

The Company may, subject to the provisions of the Companies Act, 2013 or other applicable provisions (if
any) of the Act, as applicable at the time of application from time to time by special resolution, reduce its
capital and any capital redemption reserve account or any share premium account in any manner for the
time being authorized by law and in particular, capital may be paid off on the footing that it may be called
up again or otherwise.

CONSOLIDATION AND DIVISION OF CAPITAL

The Company may in general meeting alter the conditions of its Memorandum of Association as follows:

(a)

()

(©)

Consolidate and divide all or any of its share capital into shares of a larger amount than its existing
shares but no consolidation and division which results in changes in the voting percentage of
shareholders shall take effect unless it is approved by the Tribunal on an application made in the
prescribed manner;

Sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the
memorandum, so, however, that in the sub-division the proportion between the amount paid and
the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the
share from which the reduced share is derived;

Cancel shares which at the date of the passing of the resolution in that behalf, have not been taken
or agreed to be taken by any person, and diminish the amount of its share capital by the amount of
the shares so cancelled. The cancellation of shares in pursuance of this sub-clause, shall not be
deemed to be reduction of share capital within the meaning of the Act.

250
16.

17.

18.

19.

(a)

(b)

(©)

@

SALE OF FRACTIONAL SHARES

If and whenever as a result of issue of new shares of any consolidation or sub-division of shares any share
become held by members in fractions, the Board shall, subject to the provisions of the Act and the Articles
and to the directions of the Company in General Meeting, if any, sell those shares which members hold in
fractions for the best price reasonably obtainable and shall pay and distribute to and amongst the members
entitled to such shares in due proportions the net proceeds of the sale thereof. For the purpose of giving
effect to any such sale, the Board may authorize any person to transfer the shares and the purchaser shall
not be bound to see to the application of the purchase money nor shall his title to the shares be affected by
any irregularity or invalidity in the proceedings with reference to the sale.

MODIFICATION OF RIGHTS

Whenever the capital, by reason of the issue of Preference Shares or otherwise, is divided into classes of
shares all or any of the rights and privileges attached to each class may subject to the provisions of the
Companies Act, 2013 be modified, commuted, affected or abrogated, or dealt with by Agreement between
the Company and any person purporting to contract on behalf of that class, provided such agreement is
ratified in writing by holders of at least three-fourths in nominal value of the issued shares of the class or is
confirmed by a Special Resolution passed at a separate general meeting of the holders of shares of the class

ISSUE OF FURTHER SHARES ON PARI PASSU BASIS

The rights conferred upon the holders of shares of any class issued with preferred or other rights, not unless
otherwise expressly provided by the terms of the issue of the shares of that class, be deemed to be varied by
the creation or issue of further shares ranking pari passu therewith.

NO ISSUE WITH DISPROPORTIONATE RIGHTS

The Company shall not issue any shares (not being preference shares) which carry voting right or rights in
the Company as to dividend, capital or otherwise which are disproportionate to the rights attached to the
holders of other shares (not being preference shares).

POWER OF COMPANY TO DEMATERIALIZE AND REMATERIALIZE

“Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize its
existing shares, debentures and other securities and rematerialize its such shares, debentures and other
securities held by it with the Depository and/ or offer its fresh shares and debentures and other securities in
a dematerialized form pursuant to the Depositories Act, 1996 and the Rules framed there under if any”

DEMATERIALIZATION OF SECURITIES

Either on the Company or on the investor exercising an option to hold his securities with a depository in a
dematerialized form, the Company shall enter into an agreement with the depository to enable the investor
to dematerialize the Securities, in which event the rights and obligations of the parties concerned shall be
governed by the Depositories Act.

INTIMATION TO DEPOSITORY

“Notwithstanding anything contained in this Article, where securities are dealt with in a Depository, the
Company shall intimate the details of allotment of securities to Depository immediately on allotment of
such Securities”

OPTION FOR INVESTORS

“Every person subscribing to or holding securities of the Company shall have the option to receive security

certificates or to hold the securities with a Depository. A beneficial owner of any security can at any time

opt out of a Depository, if permitted by law, in the manner provided by the Depositories Act, 1996 and the

Company shall, in the manner and within the time prescribed, issue to the beneficial owner the required
251
(e)

()

(g)

(h)

20.

21.

22.

certificates of securities.”

THE COMPANY TO RECOGNIZE UNDER DEPOSITORIES ACT, INTEREST IN THE
SECURITIESOTHER THAN THAT OF REGISTERED HOLDER

“The Company or the investor may exercise an option to issue, deal in, hold the securities (including
shares) with Depository in electronic form and the certificates in respect thereof shall be, dematerialized in
which event the rights and obligations of the parties concerned and matters connected therewith or
incidental thereto shall be governed by the provisions of the Depositories Act, 1996.”

SECURITIES IN DEPOSITORIES AND BENEFICIAL OWNERS

“All Securities held by a Depository shall be dematerialized and be in fungible form. Nothing contained in
Sections 89 of the Act shall apply to a Depository in respect of the securities held by it on behalf of the
beneficial owners.”

RIGHTS OF DEPOSITORIES AND BENEFICIAL OWNERS

(i) Notwithstanding anything to the contrary contained in the Act or these Articles, a depository shall be
deemed to be the registered owner for the purpose of effecting transfer of ownership of security on
behalf of the beneficial owner.

(ii) Save as otherwise provided in (a) above, the depository as the registered owner of the securities shall
not have any voting rights or any other rights in respect of the securities held by it.

(iii) Every person holding securities of the Company and whose name if entered as the beneficial owner in
the records of the depository shall be deemed to be a member of the Company. The beneficial owner of
securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of
the securities which are held by a depository.

DEPOSITORY TO FURNISH INFORMATION

Every Depository shall furnish to the Company information about the transfer of Securities in the name of
the Beneficial Owner at such intervals and in such manner as may e specified by the bye-laws and the
Company in that behalf.

SHARES AND CERTIFICATES
REGISTER AND INDEX OF MEMBERS

The Company shall cause to be kept at its Registered Office or at such other place as may be decided,
Register and Index of Members in accordance with Sections 88 and other applicable provisions of the Act
and the Depositories Act, 1996 with details of shares held in physical and dematerialized forms in any
media as may be permitted by law including in any form of electronic media.

The Register and Index of beneficial owners maintained by a Depository under Section 11 of the
Depositories Act, 1996 shall also be deemed to be the Register and Index of Members for the purpose of
this Act. The Company shall have the power to keep in any state or country outside India, a Register of
Members for the residents in that state or country.

SHARES TO BE NUMBERED PROGRESSIVELY

The shares in the capital shall be numbered progressively according to their several denominations and
except in the manner herein before mentioned, no share shall be sub-divided.

DIRECTORS MAY ALLOT SHARES FULLY PAID-UP

Subject to the provisions of the Act and of these Articles, the Board may allot and issue shares in the

capital of the Company as payment or part payment for any property sold or transferred, goods or

machinery supplied or for services rendered to the company either in or about the formation or promotion
252
23.

y

2)

24,

25.

26.

of the Company or the conduct of its business and any shares which may be so allotted may be issued as
fully paid-up shares and if so issued shall be deemed to be fully paid up shares.

APPLICATION OF PREMIUM RECEIVED ON SHARES

Where a company issues shares at a premium, whether for cash or otherwise, a sum equal to aggregate
amount of the premium received on those shares shall be transferred to a “securities premium account” and
the provisions of this Act relating to reduction of share capital of a company shall, except as provided in
this article, apply as if the securities premium account were the paid-up share capital of the company.

Notwithstanding anything contained in clause (1), the securities premium account may be applied by the
company —

(a) towards the issue of unissued shares of the company to the members of the company as fully paid
bonus shares;

(b) in writing off the preliminary expenses of the company;

(c) in writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or
debentures of the company;

(d) in providing for the premium payable on the redemption of any redeemable preference

(e) shares or of any debentures of the company; or

(£) for the purchase of its own shares or other securities under section 68.

ACCEPTANCE OF SHARES

Subject to the provisions of these Articles, any application signed by or on behalf of an applicant for shares
in the Company followed by an allotment of any shares therein, shall be an acceptance of shares within the
meaning of these articles and every person who thus or otherwise accept any shares and whose name is on
the Register of Members shall, for the purposes of these Articles, be a member, provided that no share shall
be applied for or allotted to a minor, insolvent or person of unsound mind.

LIABILITY OF MEMBERS

Every member or his heir, executors or administrators shall pay to the Company the proportion of the
capital represented by his share or shares which may, for the time being remain unpaid thereon in such
amounts, at such time or times and in such manner as the Board of Directors shall, from time to time, in
accordance with the Company’s regulations require or fix for the payment thereof.

LIMITATION OF TIME FOR ISSUE OF CERTIFICATE

The Company shall, unless the conditions of issue otherwise provide, within three months after the
allotment of any of its shares or debentures and within one month after the application for the transfer of
any such shares or debentures, complete and have ready for delivery the certificates of all shares and
debentures allotted or transferred.

Every members shall be entitled, without payment, to one or more certificates in marketable lots, for all the
shares of each class or denomination registered in his name, or if the Directors so approve (upon paying
such fee as the Directors may from to time determine) to several certificates, each for one or more of such
shares and the Company shall complete and have ready for delivery such certificates within three months
from the date of allotment, unless the conditions of issue thereof otherwise provide, or within one month of
the receipt of application of registration of transfer, transmission, sub-division, consolidation or renewal of
any of its shares as the case may be. Every certificate of shares shall be under the seal of the Company and
shall specify the number and distinctive numbers of shares in respect of which it is issued and amount paid
up thereon and shall be in such form as the directors may prescribe or approve, provided that in respect of a
share or shares held jointly by several persons, the Company shall not be bound to issue more than one
certificate and delivery of a certificate to all such holder.

253
27.

28.

29.

30.

31.

32.

ISSUE OF NEW CERTIFICATE IN PLACE OF DEFACED, LOST OR DESTROYED

If any certificate be worn out, defaced mutilated or torn or if there be no further space on the back thereof
for endorsement of transfer, then upon production and surrender thereof to the Company, a new certificate
may be issued in lieu thereof, and if any certificate lost or destroyed then upon proof thereof to the
satisfaction of the Company and on execution of such indemnity as the Company deem adequate, being
given, an a new certificate in lieu thereof shall be given to the party entitled to such lost or destroyed
certificate. Every Certificates under the Article shall be issued without payment of fees if the Directors so
decide, or on payment of such fees (not exceeding Rs.20/- for each certificate) as the Directors shall
prescribe. Provided that no fees shall be charged for issue of new certificates in replacement of those which
are old, defaced or worn out or where there is no further space on the back thereof for endorsement of
transfer.

Provided that notwithstanding what is stated above the Directors shall comply with such Rules or
Regulation or requirements of any Stock Exchange or the Rules made under the Act or the rules made
under Securities Contracts (Regulation) Act, 1956 or any other Act, or rules applicable in this behalf.

The provisions of this Article shall mutatis mutandis apply to debentures of the Company.
RIGHT TO OBTAIN COPIES OF AND INSPECT TRUST DEED

A copy of any Trust Deed for securing any issue of debentures shall be forwarded to the holders of any
such debentures or any member of the Company at his request and within seven days of the making thereof
on payment not exceeding Rs.10/- (Rupees Ten) per page.

The Trust Deed referred to in item (i) above also be open to inspection by any member or debenture holder
of the Company in the same manner, to the same extent, and on payment of these same fees, as if it were
the Register of members of the Company.

JOINT ALLOTTEES OF HOLDERS

Any two or more joint allottees or holders of shares shall, for the purpose of Articles, be treated as a single
member and the certificate for any share, which may be the subject of joint ownership, may be delivered to
any one of such joint owners on behalf of all of them.

COMPANY NOT BOUND TO RECOGNISE ANY INTEREST IN SHARE OTHER THAN THAT
OFREGISTERED HOLDER

(i) The Company shall not be bound to recognize any equitable, contingent, future or partial interest in any
share or (except only as is by these presents, otherwise expressly provided)any right in respect of a
share other than an absolute right there to, in accordance with these presents in the person from time
to time registered as the holder thereof, but the Board shall be at liberty at its sole discretion to
register any share in the joint names of two or more persons or survivors of them.

(ii) Save as herein otherwise provided, the Company shall be entitled to treat the person whose name
appears on the Register of Members as the holder of any share as the absolute owner thereof and
accordingly shall not (except as ordered by a court of competent jurisdiction or as by Law required)
be bound to recognize any benami trust or equitable, contingent, future, partial or other claim or
claims or right to or interest in such share on the part of any other person whether or not it shall have
express or implied notice thereof.

WHO MAY HOLD SHARES

Shares may be registered in the name of an incorporated Company or other body corporate but not in the
name of a minor or in the name of a person of unsound mind or in the name of any firm or partnership.

The Directors shall have the power to offer, issue and allot Equity Shares in or Debentures (whether
254
33.

34.

35.

36.

fully/partly convertible or not into Equity Shares) of the Company with or without Equity Warrants to such
of the Officers, Employees, Workers of the Company or of its Subsidiary and / or Associate Companies or
Managing and Whole Time Directors of the Company (hereinafter in this Article collectively referred to as
“the Employees”) as may be selected by them or by the trustees of such trust as may be set up for the
benefit of the Employees in accordance with the terms and conditions of the Scheme, trust plan or proposal
that may be formulated, created, instituted or set up by the Board of Directors or the Committee thereof in
that behalf on such terms and conditions as the Board may in its discretion deem fit.

SWEAT EQUITY

Subject to the provisions of the Act (including any statutory modification or re-enactment thereof, for the
time being in force), shares of the Company may be issued at a discount or for consideration other than cash
to Directors or employees who provide know-how to the Company or create an intellectual property right or
other value addition.

DECLARATIONSIN RESPECT OF BENEFICIAL INTEREST IN ANY SHARES

(1) In pursuance of section 89 of the act, where the name of a person is entered in the register of members of
a company as the holder of shares in that company but who does not hold the beneficial interest in such
shares, such person shall make a declaration (within such time and in such form as may be determined by
Central Govt.) to the company specifying the name and other particulars of the person who holds the
beneficial interest in such shares.

(2) Every person who holds or acquires a beneficial interest in share of the company shall make declaration

to the company specifying the nature of his interest, particulars of the person in whose name the shares

stand registered in the books of the company and such other particulars (as may be determined by Central

Govt.)

Where any change occurs in the beneficial interest in such shares, the person referred to in clause (1)and

the beneficial owner specified in clause (2) shall, within a period of thirty days from the date of such

change, make a declaration to the company in such form and containing such particulars (as may be
determined by Central Govt.)

The Company has be bound to follows the rules as may be made by the Central Government to provide

for the manner of holding and disclosing beneficial interest and beneficial ownership under this section.

(5) Where any declaration under this article is made to a company, the company shall make a note of such
declaration in the register concerned and shall file, within thirty days from the date of receipt of
declaration by it, a return in the prescribed form with the Registrar in respect of such declaration with
such fees or additional fees as may be determined by central government, within the time specified
under section 403.

(6) No right in relation to any share in respect of which a declaration is required to be made under this
article but not made by the beneficial owner, shall be enforceable by him or by any person claiming
through him.

(7) Nothing in this article shall be deemed to prejudice the obligation of a company to pay dividend to its
members under this Act and the said obligation shall, on such payment, stand discharged.

(3

(4

FUNDS OF COMPANY NOT TO BE APPLIED IN PURCHASE OF SHARES OF THE COMPANY

No funds of the Company shall except as provided by Section 67 of the Act, be employed in the purchase of
its own shares, unless the consequent reduction of capital is effected and sanction in pursuance of
provisionsof the Companies Act, 2013 as may be applicable at the time of application and these Articles or in
giving either directly or indirectly and whether by means of a loan, guarantee, the provision of security or
otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made
or to be made by any person of or for any Share in the Company in its holding Company.

ISSUE OF SHARES WITHOUT VOTING RIGHTS
In the event it is permitted by law to issue shares without voting rights attached to them, the Directors may
issue such share upon such terms and conditions and with such rights and privileges annexed thereto as

through fit and as may be permitted by law.

255
37.

38.

39.

40.

SECTIONS 45 OF ACT NOT TO APPLY
Notwithstanding anything to the contrary contained in the Articles,

(i) Section 45 of the Act shall not apply to the Shares held with a Depository;
TRUST RECOGNIZED

Except as ordered, by a Court of competent jurisdiction or as by law required, the Company shall not be
bound to recognize, even when having notice thereof, any equitable, contingent, future or partial interest in
any Share, or (except only as is by these Articles otherwise expressly provided) any right in respect of a
Share other than an absolute right thereto, in accordance with these Articles, in the person from time to time
registered as holder thereof but the Board shall be at liberty at their sole discretion to register any Share in
the joint names of any two or more persons (but not exceeding 4 persons) or the survivor or survivors of
them.

Shares may be registered in the name of an incorporated Company or other body corporate but not in the
name of a minor or of a person of unsound mind (except in case where they are fully paid) or in the name of
any firm or partnership.

REGISTRATION OF CHARGES
The provisions of the Act relating to registration of charges shall be complied with.

In case of a charge created out of India and comprising solely property situated outside India, the provisions
of Section 77 of the Act shall also be complied with.

Where a charge is created in India but comprised property outside India, the instrument, creating or
purporting to create the charge under Section 77 of the Act or a copy thereof verified in the prescribed
manner, may be filed for registration, notwithstanding that further proceedings may be necessary to make
the charge valid or effectual according to the law of the country in which the property is situated, as
provided by Section 77 of the Act.

Where any charge on any property of the Company required to be registered to be registered under Section
77 of the Act has been so registered, any person acquiring such property or any part thereof or any share or
interest therein shall be deemed to have notice of the charge as from the date of such registration.

Any creditors or member of the Company and any other person shall have the right to inspect copies of
instruments creating charges and the Company’s Register of Charges in accordance with and subject to the
provisions of Section 85 of the Act.

UNDERWRITING AND BROKERAGE
COMMISSION MAY BE PAID

A company may pay commission to any person in connection with the subscription or procurement of
subscription to its securities, whether absolute or conditional, subject to the following conditions, namely: -

(a) The payment of such commission shall be authorized in the company’s articles of association;

(b) The commission may be paid out of proceeds of the issue or the profit of the company or both;

(c) The rate of commission paid or agreed to be paid shall not exceed, in case of shares, five percent of
the price at which the shares are issued or a rate authorised by the articles, whichever is less, and in
case of debentures, shall not exceed two and a half per cent of the price at which the debentures are
issued, or as specified in the company’s articles, whichever is less;

(d) The Prospectus of the company shall disclose—

(i) The name of the underwriters;
256
41.

42.

43.

44.

45.

46.

47.

(ii) The rate and amount of the commission payable to the underwriter; and
(iii) The number of securities which is to be underwritten or subscribed by the underwriter absolutely
or conditionally.

(e) There shall not be paid commission to any underwriter on securities which are not offered to the
public for subscription;

(f) A copy of the contract for the payment of commission is delivered to the Registrar at the time of
delivery of the Prospectus for registration.

BROKERAGE MAY BE PAID
The Company may pay a reasonable sum for brokerage on any issue of shares and debentures.
CALLS ON SHARES
DIRECTORS MAY MAKE CALLS

The Board of Directors may from time to time by a resolution passed at meeting of the Board (and not by
circular resolution) make such call as it may think fit upon the members in respect of all moneys unpaid on
the shares held by them respectively (whether on account of the nominal value of the shares or by way of
premium) and not by the conditions of allotment thereof made payable at a fixed time and each member
shall pay the amount of every call so made on him to the persons and at the times and place appointed by
the Board of Directors. A call may be made payable by installments.

CALLS ON SHARES OF THE SAME CLASS TO BE MADE ON UNIFORM BASIS
Where any calls for further share capital are made on shares, such calls shall be made on a uniform basis on
all shares falling under the same class. For the purpose of this Article shares of the same nominal value on
which different amounts have been paid up shall not be deemed to fall under the same class.

NOTICE OF CALLS

One month notice at least of every call payable otherwise then on allotment shall be given by the Company
specifying the time and place of payment and to whom such call shall be paid.

CALLS TO DATE FROM RESOLUTION

A call shall be deemed to have been made at the time when the resolution of the Board authorizing such
call was passed at a meeting of the Board of Directors and may be made payable by the members on the
Register of Members on a subsequent date to be fixed by the Board.

DIRECTORS MAY EXTEND TIME

The Board of Directors may, from time to time, at its discretion, extend the time fixed for the payment of
any call and may extend such times as to all or any of the members, who from residence at a distance or
other cause, the Board of Directors may deem fairly entitled to such extension save as a matter of grace and
favour.

CALL TO CARRY INTEREST AFTER DUE DATE
If any member fails to pay a call due from him on the day appointed for payment thereof or any such
extension thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for the
payment thereof to the time of actual payment at such rate as shall from time to time be fixed by the Board
of Directors, but nothing in this Article shall render it compulsory upon the Board of Directors to demand
or recover any interest from any such member.

PROOF ON TRIAL IN SUIT FOR MONEY DUE ON SHARES

257
48.

49.

50.

51.

52.

53.

Subject to the provisions of the Act and these Articles, on the trial or hearing of any action or suit brought
by the Company against any member or his representatives for the recovery of any debt or money claimed
to be due to the Company in respect of his shares, it shall be sufficient to prove that the name of the
member in respect of whose shares the money is sought to be recovered, appears, entered on the register of
members as the holder at or subsequent to the date at which the money sought to be recovered is alleged to
have become due, of the shares in respect of which such money is sought to be received, that the resolution
making the call is duly recorded in the minute book and that notice of such call was duly given to the
member or his representatives sued in pursuance of these presents and it shall not be necessary to prove the
appointment of the Directors who made such call, nor that a quorum was present at the Board at which any
call was made, nor that the meeting at which any call was made was duly convened or constituted nor any
other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

PAYMENT IN ANTICIPATION OF CALL MAY CARRY INTEREST

The Directors may, if they think fit, subject to the provisions of Section 50 of the Act, agree to and receive
from any member willing to advance the same whole or any part of the moneys due upon the shares held by
him beyond the sums actually called for, and upon the amount so paid or satisfied in advance, or so much
thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which
such advance has been made, the Company may pay interest at such rate not exceeding 12% unless the
company in general meeting shall otherwise direct, as the member paying such sum in advance and the
Directors agree upon provided that money paid in advance of calls shall not confer a right to participate in
profits or dividend. The Directors may at any time repay the amount so advanced. The members shall not
be entitled to any voting rights in respect of the moneys so paid by him until the same would but for such
payment, become presently payable. The provisions of these Articles shall mutatis mutandis apply to the
calls on debenture of the Company.

FORFEITURE, SURRENDER AND LIEN
IF CALL OR INSTALLMENT NOT PAID, NOTICE MAY BE GIVEN

If any member fails to pay any call or installment of a call in respect of any shares on or before the day
appointed for the payment of the same, the Board may at any time hereafter during such time as the call or
installment remains unpaid, serve a notice on such member or on the person (if any) entitled to the share by
transmission requiring him to pay the same together with any interest that may have accrued and all
expenses that may have been incurred by the Company by reason of such non-payment.

FORM OF NOTICE

The notice shall name a day (not being earlier than the expiry of fourteen days from the date of service of
the notice) and a place or places on and at which such money, including the call or installment and such
interest and expenses as aforesaid is to be paid. The notice shall also state that in the event of non-payment
on or before the time and at the place appointed, the shares in respect of which the calls was made or
installment was payable, will be liable to be forfeited.

IN DEFAULT TO PAYMENT SHARES TO BE FORFEITED

If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the
notice has been given may at any time thereafter, before all the calls or installments and interest and
expenses due in respect thereof are paid, be forfeited by a resolution of the Board to that effect. Such
forfeiture shall include all dividends and bonus declared in respect of the forfeited shares and not actually
paid before forfeiture but provided that there shall be no forfeiture of unclaimed dividends before the claim
becomes barred by law.

NOTICE OF FORFEITURE

When any share shall have been so forfeited, notice of the resolution shall be given to the member in whose
name it stood immediately prior to the forfeiture and an entry of the forfeiture, with the date thereof, shall
forthwith be made in the Register of Members provided however that the failure to give the notice of the
shares having been forfeited will not in any way invalidate the forfeiture.

258
54.

55.

56.

57.

58.

59.

60.

FORFEITED SHARES TO BECOME PROPERTY OF THE COMPANY

Any shares so forfeited shall be deemed to be the property of the Company and the Board may sell, re-allot
otherwise dispose off the same in such manner as it thinks fit.

POWER TO ANNUL FORFEITURE

The Board may, at any time before any share so forfeited shall have been sold, re-allotted or otherwise
disposed off, annul the forfeiture thereof as a matter of grace and favour but not as of right upon such terms
and conditions as it may think fit.

ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE

Any member whose shares have been forfeited shall notwithstanding the forfeiture, be liable to pay and
shall forthwith pay to the Company all calls, installments, interest and expenses owing upon or in respect of
such shares at the time of the forfeiture together with interest thereon from the time of forfeiture until
payment at such rate not exceeding fifteen per cent per annum as the Board may determine and the Board
may enforce the payment of such moneys or any part thereof if it thinks fit, but shall not be under any
obligation so to do.

EFFECT OF FORFETURE

The forfeiture of a share shall involve the extinction of all interest in and also of all claims and demands
against the Company, in respect of the share and all other rights, incidental to the share except only such of
those rights as are by these Articles expressly saved.

PROCEEDS HOW TO BE APPLIED

The net proceeds of any such sale shall be applied in or towards satisfaction of the said debts, liabilities or
engagements and the residue (if any) paid to such member, his heirs, executors, administrators or assigns.

DECLARATION OF FORFEITURE

(a) A duly verified declaration in writing that the declarant is a Director, the Managing Director of the
Manager of the Secretary of the Company, and that share in the Company has been duly forfeited
in accordance with these Articles, on a date stated in the declaration, shall be conclusive
evidence of the facts therein stated as against all persons claiming to the entitled to the Share.

(b) The Company may receive the consideration, if any, given for the Share on any sale, re-allotment
or other disposal thereof any may execute a transfer of the Share in favour of the person to whom
the Share is sold or disposed off.

() The person to whom such Share is sold, re-allotted or disposed of shall thereupon be registered as
the holder of the Share.
(d) Any such purchaser or allottee shall not (unless by express agreement) be liable to pay calls,

amounts, installments, interests and expenses owing to the Company prior to such purchase or
allotment nor shall be entitled (unless by express agreement) to any of the dividends, interests or
bonuses accrued or which might have accrued upon the Share before the time of completing such
purchase or before such allotment.

(e) Such purchaser or allottee shall not be bound to see to the application of the purchase money, if
any, nor shall his title to the Share be effected by the irregularity or invalidity in the proceedings in
reference to the forfeiture, sale re-allotment or other disposal of the Shares.

The declaration as mentioned in Article 59 (a) of these Articles shall be conclusive evidence of the facts
259
61.

62.

63.

64.

65.

66.

therein stated as against all persons claiming to be entitled to the Share.
TITLE OF PURCHASER AND ALLOTTEE OF FORFEITED SHARES

The Company may receive the consideration, if any, given for the share on any sale, re-allotment or other
disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or
disposed off and the person to whom such share is sold, re-allotted or disposed off may be registered as the
holder of the share. Any such purchaser or allottee shall not (unless by express agreement to the contrary)
be liable to pay any calls, amounts, installments, interest and expenses owing to the Company prior to such
purchase or allotment, nor shall he be entitled (unless by express agreement to contrary) to any of the
dividends, interest or bonuses accrued or which might have accrued upon the share before the time of
completing such purchase or before such allotment. Such purchaser or allottee shall not be bound to see to
the application of the purchase money, if any; nor shall his title to the share be affected by any irregularity
or invalidity in the proceedings with reference to the forfeiture, sale, re-allotment or disposal of the share.

PARTIAL PAYMENT NOT TO PRECLUDE FORFEITURE

Neither a judgment nor a decree in favour of the Company for calls or other moneys due in respect of any
shares nor any part payment or satisfaction thereof nor the receipt by the Company of a portion of any
money which shall from time to time be due from any member in respect of any shares either by way of
principal or interest nor any indulgence granted by the Company in respect of payment of any such money
shall preclude the Company from thereafter proceeding to enforce a forfeiture of such shares as herein
provided.

THE PROVISIONS OF THESE ARTICLES AS TO FORFEITURE TO APPLY IN CASE OF NON-
PAYMENT OF ANY SUM

The provisions of these Articles as to forfeiture shall apply to the case of non-payment of any sum which by
the terms of issue of a share becomes payable at a fixed time, whether on account of the nominal value of
the Shares or by way of premium, as if the same had been payable by virtue of a call duly made and
notified.

BOARD MAY ACCEPT SURRENDER OF SHARES

The Board may at any time, subject to the provisions of the Act, accept the surrender of any share from or
by any member desirous of surrendering the same on such terms as the Board may think fit.

COMPANY’S LIEN ON SHARE/DEBENTURES

The Company shall have a first and paramount lien upon all the shares/debentures (other than fully paid-up
shares/debentures) registered in the name of each member (whether solely or jointly with others) and upon
the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at a fixed
time in respect of such shares/debentures and no equitable interest in any share shall be created except upon
the footing and condition that this Article will have full effect. And such lien shall extend to all dividends
and bonuses from time to time declared in respect of such shares/debentures. The registration of a transfer
of shares/debentures shall not operate as a waiver of the Company’s lien if any, on such shares/debentures
unless otherwise agreed by the Board. The Directors may at any time declare any shares/debentures wholly
or in part to be exempt from the provisions of this Article.

ENFORCING LIEN BY SALE

For the purpose of enforcing such lien, the Board may sell the shares subject thereto in such manner as it
thinks fit but no sale shall be made until such time fixed as aforesaid shall have arrived and until notice in
writing of the intention to sell, shall have been served on such member his heirs, executors, administrators
or other legal representatives as the case may be and default shall have been made by him or them in
payment, fulfillment or discharged of such debts, liabilities or engagements for fourteen days after the date
of such notice.

APPLICATION OF PROCEEDS OF SALE
260
67.

68.

69.

70.

71.

72.

73.

74,

The net proceeds of any such sale shall be received by the Company and applied in or towards satisfaction
of the said debts, liabilities or engagements and the residue, if any, shall be paid to such member, his heirs,
executors, administrators or other legal representatives, as the case may be.

VALIDITY OF SALE IN EXERCISE OF LIEN AND AFTER FORGEITURE

Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers herein before
given, the Board of Directors may appoint some person to execute an instrument of transfer of the shares
sold and cause the purchaser’s name to be entered in the register in respect of the shares sold and the
purchaser shall not be bound to see to the regularity of the proceedings, nor to the application of the
purchase money and after his name has been entered in the Register of members in respect of such shares,
the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the
sale shall be in damages only and against the Company exclusively.

BOARD OF DIRECTORS MAY ISSUE NEW CERTIFICATES

Where an shares under the powers in that behalf herein contained are sold by the Board of Directors after
forfeiture or for enforcing a lien, the certificate or certificates originally issued in respect of the relative
shares shall (unless the same shall voluntarily or on demand by the Company, have been previously
surrendered to the Company by the defaulting member) stand cancelled and become null and void and of no
effect and the Board of Directors may issue a new certificate or certificates for such shares distinguishing it
or them in such manner as it may think fit from the certificate or certificates previously issued in respect of
the said shares.

SUM PAYABLE ON ALLOTMENT TO BE DEEMED A CALL

For the purpose of the provisions of these Articles relating to forfeiture of Shares, the sum payable upon
allotment in respect of a share shall be deemed to be a call payable upon such Share on the day of
allotment.

TRANSFER AND TRANSMISSION OF SHARES
REGISTER OF TRANSFER

The Company shall keep a book to be called the Register of Transfer and therein shall be fairly and
distinctly entered the particulars of every transfer or transmission of any share.

EXECUTION OF TRANSFER

Subject to the Provisions of the Act and these Articles, the transfer of shares in or debentures of the
Company shall be registered unless a proper instrument of transfer duly stamped and executed by or on
behalf of the transferor or on behalf of the transferee and specifying the name, address and occupation, if
any, of the transferee has been delivered to the Company along with the certificate if in existence or along
with the letter of allotment of the shares or debentures. The transferor shall be deemed to remain the holder
of such shares until the name of the transferee is entered in the register in respect thereof. Shares of
different classes shall not be included in the same instrument of transfer.

INSTRUMENT OF TRANSFER

Every such instrument of transfer shall be signed both by the Transferor and transferee and the transferor
shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register
of members in respect thereof.

FORM OF TRANSFER

The instrument of transfer shall be in writing and all the provisions of Section 56 of the Act and of any
statutory modification thereof for the time being shall be duly complied with in respect of all transfers of
shares and registration thereof. The Company shall use a common form for transfer.

261
75.

76.

77.

78.

79.

80.

81.

NO TRANSFER TO A PERSON OF UNSOUND MIND, ETC
No transfer shall be made to a minor or a person of unsound mind.

TRANSFER OF SHARES

(i) Anapplication for the registration of a transfer of shares may be made either by the transferor or by
the transferee.

(ii) | Where the application is made by the transferor and relates to partly paid shares, the transfer shall
not be registered unless the Company gives notice of the application to the transferee and the
transferee makes no objection to the transfer within two weeks from the receipt of the notice.

(iii) For the purpose of clause (2) hereof notice to the transferee shall be deemed to have been duly given
if it is dispatched by prepaid registered post to the transferee at the address given in the instruments
of transfer and shall be deemed to have been duly delivered at the time at which it would have been
delivered in the ordinary course of post.

DIRECTORS MAY REFUSE TO REGISTER TRANSFER

Subject to the Provisions of Section 58 and 59, these Articles and other applicable provisions of the Act or
any other law for the time being in force, the Board may refuse whether in pursuance of any power of the
company under these Articles or otherwise to register the transfer of, or the transmission by operation of
law of the right to, any Shares or interest of a Member in or Debentures of the Company. The Company
shall within one month from the date on which the instrument of transfer, or the intimation of such
transmission, as the case may be, was delivered to Company, send notice of the refusal to the transferee and
the transferor or to the person giving intimation of such transmission, as the case may be giving reasons for
such refusal. Provided that the registration of a transfer shall not be refused person or persons indebted to
the Company on any account whatsoever except where the Company has a lien on Shares. If the Company
refuses to register the transfer of any share or transmission of right therein, the Company shall within one
month from the date on which instrument of transfer or the intimation of transmission, as the case may be,
was delivered to the Company, sends notice of the refusal to the transferee and the transferor or to the
person giving intimation of such transmission as the case may be. Nothing in these Articles shall prejudice
any power of the Company to register as shareholder any person to whom the right to any shares of the
Company has been transmitted by operation of law.

NO FEE ON TRANSFER OR TRANSMISSION

No fee shall be charged for registration of transfer, transmission, Probate, Succession, Certificate and
Letters of administration, Certificate of Death or Marriage, Power of Attorney or similar other document.

TRANSFER TO BE LEFT AT OFFICE AS EVIDENCE OF TITLE GIVEN
Every instruments of transfer duly executed and stamped shall be left at the office for registration
accompanied by the certificate of the shares to be transferred and such other evidence as the Company may
require to prove the title of the transferor or his right to transfer the shares.
WHEN TRANSFER TO BE RETAINED

All instruments of transfer which are registered shall be retained by the Company but any instrument of
transfer which the Board declines to register shall, on demand, be returned to the person depositing the
same. The Board may cause to be destroyed all transfer deeds lying with the Company after such period not
being less than eight years as it may determine.

DEATH OF ONE OR MORE JOINT HOLDERS OF SHARES

In the case of death of any one or more of the persons named in Register of Members as joint shareholders
262
82.

83.

84.

85.

86.

of any share, the survivors shall be the only persons recognized by the Company as having any title to or
interest in such shares, but nothing herein contained shall be taken to release the estate of a joint
shareholder from any liability to the Company on shares held by him jointly with any other person.

TITLE TO SHARES OF DECEASED HOLDER

Subject to Article 81 the heir, executor or administrator of a deceased shareholder shall be the only person
recognized by the Company as having any title to his shares and the Company shall not be bound to
recognize such heir, executor or administrator unless such heir, executor or administrator shall have first
obtained probate, letters of administration or succession certificate.

REGISTRATION OF PERSONS ENTITLED TO SHARE OTHERWISE THAN BY TRANSFER

Subject to the provisions of Article 90 any person becoming entitled to any share in consequence of the
death, lunacy, bankruptcy or insolvency of any member or by any lawful means other than by a transfer in
accordance with these present, may with the consent of the Directors (which they shall not be under any
obligation to give) upon producing such evidence that the sustains the character in respect of which he
proposes to act under this Article or of such titles as the Directors shall think sufficient, either be registered
himself as a member in respect of such shares or elect to have some person nominated by him and approved
by the Directors registered as a member in respect of such shares. Provided nevertheless that if such person
shall elect to have his nominee registered he shall testify his election by executing in favor of his nominee
on instrument of transfer in accordance with the provisions herein contained and until he does so, he shall
not be free from any liability in respect of such shares.

A transfer of the share or other interest in the Company of a deceased member thereof made by his legal
representative shall although the legal representative is not himself a member, be as valid as if he had been
a member at the time of the execution of the instrument of transfer.

CLAIMANT TO BE ENTITLED TO SAME ADVANTAGE

The person entitled to a share by reason of the death lunacy, bankruptcy or insolvency of the holder shall be
entitled to the same dividends and other advantages to which he would be entitled as if he were registered
holder of the shares except that he shall not before being registered as a member in respect of the share, be
entitled in respect of it, to exercise any right conferred by membership in relation to the meeting of the
Company provided that the Board may at any time give notice requiring any such persons to elect either to
be registered himself or to transfer shares and if the notice is not complied within sixty days the Board shall
thereafter withhold payment of all dividends, interests, bonuses or other moneys payable in respect of the
share until the requirements of the notice have been compelled with.

TRANSMISSION OF SHARE

Subject to the provisions of the Act and these Articles, any person becoming entitled to a share in
consequence of the death, bankruptcy or insolvency of any member or by any lawful means other than by a
transfer in accordance with these presents, may with the consent of the Board (which it shall not be under
any obligation to give) upon producing such evidence as the Board think sufficient, either be registered
himself as the holder of the share or elect to have some person nominated by him and approved by the
Board registered as such holder, provided nevertheless that if such person shall elect to have his nominee
registered, he shall testify the election by executing to his nominee an instrument of transfer of the share in
accordance with the provisions herein contained and until he does so he shall not be freed from any liability
in respect of the share.

BOARD MAY REFUSE TO TRANSMIT
The Board shall have the same right to refuse on legal grounds to register a person entitled by transmission
to any share or his nominee, as if he were the transferee named in any ordinary transfer presented for

registration.

BOARD MAY REQUIRE EVIDENCE OF TRANSMISSION
263
87.

88.

89.

90.

91.

Every transmission of share shall be verified in such manner as the Board may require and if the Board so
desires, be accompanied by such evidence as may be thought necessary and the Company may refuse to
register any such transmission until the same be verified on requisite evidence produced or until or unless
an indemnity be given to the Company with regard to such registration which the Board at its absolute
discretion shall consider sufficient, provided nevertheless, that there shall not be any obligation on the
Company or the Board to accept any indemnity.

TRANSFER BY LEGAL REPRESENTATION

A transfer of a share in the Company of a deceased member thereof made by his legal representative shall,
although the legal representative is not himself a member be as valid as if he had been a member at the time
of the execution of instrument of transfer.

CERTIFICATE OF TRANSFER

The Certification by the Company of any instrument of transfer of shares in or debentures of the Company,
shall be taken as a representation by the Company to any person acting on the faith of the certification that
there have been produced to the Company such documents as on the face of them show a prime facie title
to the shares or debentures in the transferor named in the instrument of transfer, but not as a representation
that the transferor has any title to the shares or debentures

THE COMPANY NOT LIABLE FOR DISREGARD OF A NOTICE PROHIBITING
REGISTRATION OF TRANSFER

The Company shall incur no liability or responsibility whatsoever in consequence of its registering or
giving effect to any transfer or transmission of shares made or purporting to be made by any apparent legal
owner thereof as shown or appearing in the Register of Members to the prejudice of persons having or
claiming any equitable right, title or interest to or in the said shares, notwithstanding that the Company may
have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer
any may have entered such notice or referred thereto in any book of the Company and the Company shall
not be bound or required to regard or attend or give effect to any notice which may be given to it of any
equitable right, title or interest or be under any liability whatsoever for refusing or neglecting so to do,
though it may have been entered or referred to in some books of the Company but the Company shall
nevertheless be at liberty to regard and attend to any such notice and give effect thereto if the Board shall so
think fit.

NOMINATION

(i) Every shareholder or debenture holder of the Company, may at any time, nominate a person to whom
his shares or debentures shall vest in the event of his death in such manner as may be determined
by central government under the Act.

(ii) Where the shares or debentures of the Company are held by more than one person jointly, joint
holders may together nominate a person to whom all the rights in the shares or debentures, as the
case may be shall vest in the event of death of all the joint holders in such manner as may be
determined by central government under the act.

(iii) Notwithstanding anything contained in any other law for the time being in force or in any
disposition, whether testamentary or otherwise, where a nomination made in the manner aforesaid
purports to confer on any person the right to vest the shares of debentures, the nominee shall, on
the death of the shareholders or debenture holder or, as the case may be on the death of the joint
holders become entitled to all the rights in such shares or debentures or, as the case may be , all the
joint holders, in relation to such shares or debentures, to the exclusion of all other persons, unless
the nomination is varied or cancelled in the manner as may be determined by central government
under the Act.

264
92.

93.

94.

95.

96.

(iv) Where the nominee is a minor, it shall be lawful for the holder of the shares or debentures, to make
the nomination to appoint any person to become entitled to shares in, or debentures of, the
Company in the manner prescribed under the Act, in the event of his death, during the minority.

“Option of Nominee”

@ A nominee upon production of such evidence as may be required by the Board and subject as

hereinafter provided, elect, either-(a) to register himself as holder of the share or debenture, as the
case may be; (b) or to make such transfer of the shares and/or debentures, as the deceased
shareholder or debenture holder, as the case may be, could have made.
If the nominee elects to be registered as holder of the shares or debentures, himself, as the case
may be, he shall deliver or send to the Company, notice in writing signed by him stating that he so
elects and such notice shall be accompanied with death certificate of the deceased shareholder or
debenture holder, as the case may be.

(ii) A nominee shall be entitled to the share dividend/interest and other advantages to which he would
be entitled if he were the registered holder of the shares or debentures, provided that he shall not,
before being registered as a member, be entitled to exercise any right conferred by membership in
relation to the meeting of the Company.

Provided further that the Board may, at any time, give notice requiring any such person to elect
either to be registered himself or to transfer the shares or debentures, and if the notice is not
complied within ninety days, the Board may thereafter withhold payment of all dividends, bonuses
or other monies payable in respect of the shares or debentures, until the requirements of the notice
have been complied with.

TRUST NOT RECOGNISED

Save as herein otherwise provided, the Company shall be entitled to treat the person whose names appears
on the Register of Members/Debentures as the holder of any Shares/Debentures in the records of the
Company and/or in the records of the Depository as the absolute owner thereof and accordingly shall not
(except as may be ordered by a Court of competent jurisdiction or as may be required by law) be bound to
recognize any benami trust or equitable, contingent, future or other claim or interest or partial interest in
any such shares/debentures on the part of any other person or (except only as is by these Articles otherwise
expressly provided) any right in respect of a share other than an absolute right thereto on the part of any
other person whether or not it shall have express or implied notice thereof, but the Board shall be at liberty
and at its sole discretion decided to register any share/debenture in the joint names of any two or more
persons or the survivor or survivors of them.

TRANSFER OF SECURITIES
Nothing contained in Section 56(1) of the Act or these Articles shall apply to a transfer of securities
affected by a transferor and transferee both of whom are entered as beneficial owners in the records of
depository.
NOTICE OF APPLICATION WHEN TO BE GIVEN
Where, in case of partly paid Shares, an application for registration is made by the transferor, the Company
shall give notice of the application to the transferee in accordance with the provisions of Section 56 of the
Act.
REFUSAL TO REGISTER NOMINEE

Subject to the provisions of the Act and these Articles, the Directors shall have the same right to refuse to

register a person entitled by transmission to any Share of his nominee as if he were the transferee named in
an ordinary transfer presented for registration.

265
PERSON ENTITLED MAY RECEIVE DIVIDEND WITHOUT BEING REGISTERED AS A MEMBER

97. A person entitled to a Share by transmission shall subject to the right of the Directors to retain dividends or
money as is herein provided, be entitled to receive and may give a discharge for any dividends or other
moneys payable in respect of the Share.

BOARD MAY REFUSE TRANSFER TO MORE THAN THREE PERSONS
98. Subject to the provisions of the Act, the Board may refuse to transfer a share or shares in the joint names of
more than three persons.

JOINT HOLDERS

99. If any share stands in the name of two or more persons, the person first named in the Register of Members
shall, as regards receipt of dividends or bonus or service of notice and/or any other matter connected with
the Company, except voting at meeting and the transfer of the share, be deemed the sole holder thereof, but
the joint holders of a share be severally as well as jointly, liable for the payment of all installments and calls
due in respect of such share and for all incidents thereof subject to the following and other provisions
contained in these articles;

JOINT AND SEVERAL LIABILITIES FOR ALL PAYMENTS IN RESPECT OF SHARES

(a) The joint holders of any share shall be liable severally as well as jointly for and in respect of all
calls and other payments which ought to be made in respect of such share.

TITLE OF SURVIVORS

(b) On the death of any such joint holder, the survivor or survivors shall be the only person or persons
recognized by the Company as having any title to the share but the Board may require such
evidence of death as it may deem fit and nothing herein contained shall be taken to release the
estate of a deceased joint holder from any liability on shares held by him jointly with any other
person.

EFFECTUAL RECEIPTS

(c) Any one of several persons who is registered as joint holder of any share may give effectual
receipts for all dividends and payments on account of dividends in respect of such share.

DELIVERY OF CERTIFICATE AND GIVING OF NOTICE TO FIRST NAMED HOLDER

(d) Only the person whose name stands first in the Register of Members as one of the joint holders of
any share shall be entitled to delivery of the certificates relating to such share or to receive
documents (which expression shall be deemed to include all documents referred to in Article 29
from the Company and document served on or sent to such person shall be deemed service on all
the joint holders).

VOTES OF JOINT HOLDERS

(e) Any one or two or more joint holders may vote at any meeting either personally or by attorney or
by proxy in respect of such shares as if he were solely entitled thereto and if more than one of
such joint holders be present at any meeting personally or by proxy or by attorney than that one or
such persons so present whose name stands first or higher (as the case may be) on the Register of
Members in respect of such shares shall alone be entitled to vote in respect thereof but the others
of the joint holders shall be entitled to be present at the meeting; provided always that a joint
holder present at any meeting personally shall be entitled to vote in preference to a joint holder
present by attorney or by proxy although the name of such joint holder present by an attorney or
by proxy although the name of such joint holder present by an attorney or proxy stands first or
higher (as the case may be) in the register in respect of such shares. Several executors or
administrators of a deceased members in whose (deceased member’s) sole name any shares stand
shall for the purpose of this Article, be deemed joint holders.

266
100.

101.

102.

103.

104.

105.

CONVERSION OF SHARES INTO STOCK
SHARES MAY BE CONVERTED INTO STOCK

The Board may, pursuant to section 61 with the sanction of a General Meeting, convert any paid up share
into stock and when any shares shall have been converted into stock, the several holders of such stock may
henceforth, transfer their respective interests therein or any part of such interest in the same manner as and
subject to the same regulations, under which fully paid up share in the capital of the Company may be
transferred or as near thereto as circumstances will admit, but the Board may, from time to time if it thinks
fit, fix the minimum amount of stock transferable and direct that fractions of a rupee shall not be dealt with,
power nevertheless at their discretion to waive such rules in any particular case.

RIGHTS OF STOCK-HOLDERS

The stock shall confer on the holders thereof respectively the same rights, privileges and advantages as
regards participation in the profits and voting at meetings of the Company and for other purposes as would
have been conferred by shares of equal amount in the capital of the Company of the same class as the
shares from which such stock was converted, but so that none of such privileges or advantages except
participation in the profits of the Company or in the assets of the Company on a winding up, shall be
conferred by any such equivalent part of consolidated stock as would not, if existing in shares have
conferred such privileges or advantages. No such conversion shall effect or prejudice any preference or
other special privileges attached to the shares so converted. Save as aforesaid, all the provisions herein
contained shall, so far as circumstances will admit, apply to stock as well as to shares. The Company may
at any time reconvert any such stock into fully paid up shares of any denomination.

MEETING OF MEMBERS

(a) Subject to Section 96 of the Act, the Company shall in each year hold, in addition to any other meetings,
a General Meeting as its Annual General Meeting and shall specify the meeting as such in the notices
calling it and not more than fifteen months shall elapse between the date of the Annual General
Meeting of the Company and that of the next, provided also that the Register may, for any special
reason, extend the time within which any annual general meeting shall be held by a period not
exceeding three months.

(b) Every Annual General Meeting shall be called for at a time during business hours that is between 9
a.m. and 6 p.m. on any day that is not a national holiday and shall be held either at the Registered
Office of the Company or at some other place within the city or town or village in which the
Registered Office of the Company is situated.

The Company shall in accordance with Section 92 of the Act, within 60 days from the day on which the
Annual General Meeting is held, prepare and file with the Registrar an annual return together with the copy
of the financial statements, including consolidated financial statement, if any, along with all the documents
which are required to be or attached to such financial statements under this act, duly adopted at the Annual
General Meeting of the company. A copy of the financial statements adopted at the Annual General
Meeting shall be filed within 30 days of the annual general meeting in accordance with Section 137 of the
Act.

DISTINCTION BETWEEN ANNUAL GENERAL MEETING AND EXTRA-ORDINARY
GENERALMEETING

The General Meeting referred to in Article 99 shall be called and styled as an Annual General Meeting and
all meetings other than the Annual General Meeting shall be called Extra-ordinary General Meetings.

CALLING OF EXTRA-ORDINARY GENERAL MEETING

(1) The Board may, whenever it deems fit, call an extraordinary general meeting of the company.
267
106.

107.

(2)

(3)

(4)

(5)
(6)

(

(2)

(3)

(4)

The Board shall, at the requisition made by such number of members who hold, on the date of the
receipt of the requisition, not less than one-tenth of such of the paid-up share capital of the company
as on that date carries the right of voting power of all the members having on the said date a right to
vote, call an extraordinary general meeting of the company within the period specified in clause (4).
The requisition made under clause (2) shall set out the matters for the consideration of which the
meeting is to be called and shall be signed by the requisitionists and sent to the registered office of
the company.

If the Board does not, within twenty-one days from the date of receipt of a valid requisition in regard
to any matter, proceed to call a meeting for the consideration of that matter on a day not later than
forty-five days from the date of receipt of such requisition, the meeting may be called and held byte
requisitonists themselves within a period of three months from the date of the requisition.

A meeting under clause (4) by the requisitionists shall be called and held in the same manner in
which the meeting is called and held by the Board.

Any reasonable expenses incurred by the requisitionists in calling a meeting under clause (4) shall
bereimbursed to the requisitionists by the company and the sums so paid shall be deducted from any
fee or other remuneration under section 197 payable to such of the directors who were in default in
calling the meeting.

LENGTH OF NOTICE FOR CALLING MEETING
A general meeting of a company may be called by giving not less than clear twenty-one days’ notice
either in writing or through electronic mode in such manner as may be determined by central
government:
Provided that a general meeting may be called after giving a shorter notice if consent is given in
writing or by electronic mode by not less than ninety-five per cent. of the members entitled to vote at

such meeting.

Every notice of a meeting shall specify the place, date, day and the hour of the meeting and shall
contain a statement of the business to be transacted at such meeting.

The notice of every meeting of the company shall be given to —

a. every member of the company, legal representative of any deceased member or the assignee
of an insolvent member;

b. the auditor or auditors of the company; and
c. every director of the company.
Any accidental omission to give notice to, or the non-receipt of such notice by, any member or other

person who is entitled to such notice for any meeting shall not invalidate the proceedings of the
meeting.

EXPLANATORY STATEMENT TO BE ANNEXED TO NOTICE / SPECIAL BUSINESS

(y

Pursuant to section 102 a statement setting out the following material facts concerning each item of
special business to be transacted at a general meeting, shall be annexed to the notice calling such
meeting, namely: -

(a) the nature of concern or interest, financial or otherwise, if any, in respect of each items of—
(i) every director and the manager, if any;
(ii) every other key managerial personnel; and
(iii) relatives of the persons mentioned in sub-clauses (i) and (ii);

(b) any other information and facts that may enable members to understand the meaning, scope
and implications of the items of business and to take decision thereon.

268
108.

109.

110.

(2)

(3)

For the purposes of clause (1),—
(a) in the case of an annual general meeting, all business to be transacted thereat shall be
deemed special, other than—
(i) the consideration of financial statements and the reports of the Board of Directors and
auditors;
(ii) the declaration of any dividend;
(iii) the appointment of directors in place of those retiring;
(iv) the appointment of, and the fixing of the remuneration of, the auditors; And
(b) in the case of any other meeting, all business shall be deemed to be special:

Provided that where any item of special business to be transacted at a meeting of the
company relates to or affects any other company, the extent of shareholding interest in that
other company of every promoter, director, manager, if any, and of every other key
managerial personnel of the first mentioned company shall, if the extent of such
shareholding is not less than two per cent. of the paid-up share capital of that company, also
be set out in the statement.

Where any item of business refers to any document, which is to be considered at the meeting, the

time and place where such document can be inspected shall be specified in the statement under sub-

clause (1).

No General Meeting, Annual or Extra-ordinary, shall be competent to enter upon, discuss or transact any
business which has not been specifically mentioned in the notice or notices upon which it is convened.

(yy

(2)

(3)

QUORUM

The quorum for a General Meeting of the Company shall be as under:

(i) _ five members personally present if the number of members as on the date of meeting is not
more than one thousand; or

(ii) fifteen members personally present if the number of members as on the date of meeting is
more than one thousand but up to five thousand; or

(iii) thirty members personally present if the number of members as on the date of the meeting
exceeds five thousand; shall be the quorum for a meeting of the company.

If the quorum is not present within half-an-hour from the time appointed for holding a meeting of the
company ~

(a) _ the meeting shall stand adjourned to the same day in the next week at the same time and
place, or to such other date and such other time and place as the Board may determine; or

(b) _ the meeting, if called by requisitionists under section 100, shall stand cancelled:
Provided that in case of an adjourned meeting or of a change of day, time or place of meeting
under clause (a), the company shall give not less than three days notice to the members either
individually or by publishing an advertisement in the newspapers (one in English and one in
vernacular language) which is in circulation at the place where the registered office of the
company is situated.

If at the adjourned meeting also, a quorum is not present within half-an-hour from the time
appointed for holding meeting, the members present shall be the quorum.

RESOLUTION PASSED AT ADJOURNED MEETING

Where a resolution is passed at an adjourned meeting of —

(a) a company; or
(b) the holders of any class of shares in a company; or
(c) the Board of Directors of a company,

the resolution shall, for all purposes, be treated as having been passed on the date on which it was in fact

269
111.

112.

113.

114.

115.

116.

passed, and shall not be deemed to have been passed on any earlier date.
REGISTRATION OF RESOLUTIONS AND AGREEMENTS

The Company shall comply with the provisions of Section 117 of the Act relating to registration of certain
resolutions and agreements.

POWER OF ADJOURN GENERAL MEETING

(1) The Chairman of the General Meeting at which a quorum is present, and shall if so directed by the
meeting, may adjourn the same from time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left unfinished at the meeting from
which the adjournment took place.

(2) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting.

(3) Save as aforesaid, it shall not be necessary to give any notice of an adjournment of or of the
business to be transacted at any adjourned meeting.

CHAIRMAN OF GENERAL MEETING

The Chairman of the Board shall, if willing, preside as Chairman at every General Meeting, Annual or
Extra-ordinary, if there be no such Chairman or if at any meeting he shall not be present within fifteen
minutes after the time appointed for holding such meeting or being present declined to take the Chair, the
Directors present may choose one of their members to be Chairman and in default of their doing so, the
members present shall choose one of the Directors to be Chairman and if no Director present be willing to
take the Chair, members shall, on a show of hands elect one of their numbers to be Chairman, of the
meeting, if a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance
with the provisions of the Act and these Articles and the Chairman elected on a show of hands shall
exercise all the powers of the Chairman under the said provisions. If some other person if elected chairman
as a result of the poll, he shall be the Chairman for the rest of the meeting.

BUSINESS CONFINED TO ELECTION OF CHAIRMAN WHILE CHAIR VACANT

No business shall be discussed at any General Meeting except the election of a Chairman while the chair is
vacant.

RESOLUTION MUST BE PROPOSED AND SECONDED

No resolution submitted to a meeting, unless proposed by the Chairman of the meeting shall be discussed
nor put to vote until the same has been proposed by a member present and entitled to vote at such meeting
and seconded by another member present and entitled to vote at such meeting.

POSTAL BALLOT

(1) Notwithstanding anything contained in this Act, the company —
(a) shall, in respect of such items of business as the Central Government may, by notification,
declare to be transacted only by means of postal ballot; and
(b) may, in respect of any item of business, other than ordinary business and any business in respect
of which directors or auditors have a right to be heard at any meeting, transact by means of postal
ballot, in such manner as may be determined by Central Government, instead of transacting such
business at a general meeting.
(2) Ifa resolution is assented to by the requisite majority of the shareholders by means of postal ballot, it
shall be deemed to have been duly passed at a general meeting convened in that behalf.

DECLARATION OF CHAIRMAN TO BE CONCLUSIVE
270
117.

118.

119.

120.

A declaration by the Chairman that a resolution has or has not been carried either unanimously or by a
particular majority and an entry to that effect in the books containing the minutes of the proceedings of the
Company shall be conclusive evidence of the fact, without proof of the number of proportion of the votes
cast in favour of or against such resolution.

CIRCULATION OF MEMBERS’ RESOLUTION

(1) A company shall, on requisition in writing of such number of members, as required in section 100,—
(a) give notice to members of any resolution which may properly be moved and is intended to be
moved at a meeting; and
(b) circulate to members any statement with respect to the matters referred to in proposed resolution
or business to be dealt with at that meeting.

(2) A company shall not be bound under this section to give notice of any resolution or to circulate any
statement unless —

(a) a copy of the requisition signed by the requisitionists (or two or more copies which, between
them, contain the signatures of all the requisitionists) is deposited at the registered office of the
company,—

(i) _ in the case of a requisition requiring notice of a resolution, not less than six weeks before
the meeting;
(ii) in the case of any other requisition, not less than two weeks before the meeting; and

(b) there is deposited or tendered with the requisition, a sum reasonably sufficient to meet the

company’s expenses in giving effect thereto:

Provided that if, after a copy of a requisition requiring notice of a resolution has been deposited
at the registered office of the company, an annual general meeting is called on adate within six
weeks after the copy has been deposited, the copy, although not deposited within the time
required by this sub-section, shall be deemed to have been properly deposited for the
purposes thereof.

(3) The company shall not be bound to circulate any statement as required by clause(b) of sub-section(1),
if on the application either of the company or of any other person who claims to be aggrieved,the
Central Government, by order, declares that the rights conferred by this section are being abused to
secure needless publicity for defamatory matter.

(4) An order made under sub-section (3) may also direct that the cost incurred by the company by virtue of
this section shall be paid to the company by the requisitionists, notwithstanding that they are not
parties to the application.

VOTES MAY BE GIVEN BY PROXY OR ATTORNEY

Subject to the provisions of the Act and these Articles, votes may be given either personally or by an

attorney or by proxy or in the case of a body corporate, also by a representative duly authorised under

section 113 of the Act.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not
more than ten percent of the total share capital of the Company carrying voting rights

Provided that a member holding more than ten percent of the total share capital of the Company carrying
voting rights may appoint a single person as proxy and such person shall not act as proxy for any other
person or shareholder.

VOTES OF MEMBERS

(1) Subject to the provisions of section 43 and sub-section (2) of section 50, -

271
121.

122.

123.

(a) every member of a company limited by shares and holding equity share capital therein, shall have
a right to vote on every resolution placed before the company; and

(b) _ his voting right on a poll shall be in proportion to his share in the paid-up equity share capital of
the company.

(2) Every member of a company limited by shares and holding any preference share capital therein shall,
in respect of such capital, have a right to vote only on resolutions placed before the company which
directly affect the rights attached to his preference shares and, any resolution for the winding up of the
company or for the repayment or reduction of its equity or preference share capital and his voting
right on a poll shall be in proportion to his share in the paid-up preference share capital of the
company:

Provided that the proportion of the voting rights of equity shareholders to the voting rights of the
preference shareholders shall be in the same proportion as the paid-up capital in respect of the equity
shares bears to the paid-up capital in respect of the preference shares:

Provided further that where the dividend in respect of a class of preference shares has not been paid
for a period of two years or more, such class of preference shareholders shall have a right to vote on
all the resolutions placed before the company.

RIGHT OF MEMBER TO USE HIS VOTES DIFFERENTLY

On a poll being taken at meeting of the Company, a member entitled to more than one vote or his proxy or
other person entitled to vote for him as the case may be need not, if he votes, use all his votes or cast in the
same way all the votes he uses.

REPRESENTATION OF BODY CORPORATE

Pursuant to section 113 a body corporate whether a Company within meaning of the Act or not may, if it is
a member or creditor of the Company including being a holder of debentures, may authorize such person by
a resolution of its Board of Directors, as it thinks fit, to act as its representative at any meeting of members
and creditors of the Company.

REPRESENTATION OF THE PRESIDENT OF INDIA OR GOVERNORS

The President of India or the Governor of State if he is a member of the Company may appoint such person
as he thinks fit to act, as his representative at any meeting of the Company or at any meeting of any class of
members of the Company in accordance with provisions of Section 112 of the Act or any other statutory
provision governing the same.

A person appointed to act as aforesaid shall for the purposes of the Act be deemed to be a member of such a
Company and shall be entitled to exercise the same rights and powers (including the right to vote by proxy)
as the Governor could exercise, as member of the Company.

RESTRICTION ON EXERCISE OF VOTING RIGHT BY MEMBERS WHO HAVE NOT PAID CALLS

124,

125.

126.

No member shall exercise any voting right in respect of any shares registered in his name on which any
calls or other sums presently payable by him have not been paid or in regard to which the Company has
and/or has exercised its right of lien.

RESTRICTION ON EXERCISE OF VOTING RIGHT IN OTHER CASES TO BE VOID
A member is not prohibited from exercising his voting right on the ground that he has not held his share or
other interest in the Company for any specified period preceding the date on which the vote is taken, or on
any other ground not being a ground set out in Article 124.

HOW MEMBER NON-COMPOS MENTIS MAY VOTE

If any member be a lunatic or non-compos mentis, the vote is respect of his share or shares shall be his
272
committee or other legal guardian provided that such evidence of the authority of the person claimed to
vote as shall be acceptable by the Board shall have been deposited at the office of the Company not less
than forty eight hours before the time of holding a meeting.

INSTRUMENT OF PROXY

127. The instrument appointing a proxy shall be in writing and signed by the appointer or his attorney duly
authorized in writing or if the appointer is a body corporate be under its seal or be signed by an office or
attorney duly authorized by it.

INSTRUMENT OF PROXY TO BE DEPOSITED AT OFFICE

128. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is
signed or a notarially certified copy of that power of attorney or authority shall be deposited at the
registered office of the Company not less than forty eight hours before the time for holding the meeting or
adjourned meeting at which the person named in the instrument proposes to vote and in default, the
instrument of proxy shall not be treated as valid. No instrument of proxy shall be valid after the expiration
of twelve months from the date of its execution.

WHEN VOTE BY PROXY VALID THOUGH AUTHORITY REVOKED

129. _ A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the
previous death or insanity of the principal or the revocation of the proxy or of the authority under which the
proxy was executed or the transfer of the share in respect of which the vote is given. Provided that no
intimation in writing of such death, insanity, revocation or transfer shall have been received by the
Company at its office before the commencement of the meeting or adjournment meeting at which the proxy
is used.

FORM OF PROXY
130. Every instrument of proxy, whether for specified meeting or otherwise shall, as nearly as circumstances
will admit, be in the form Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3)of the
Companies (Management and Administration) Rules, 2014.

TIME FOR OBJECTION TO VOTE

131. No objection shall be made to the validity of any vote except at the meeting or poll at which such vote shall
be so tendered and every vote whether given personally or by proxy and not disallowed at such meeting or
poll shall be deemed valid for all purposes of such meeting or poll whatsoever.

CHAIRMAN OF ANY MEETING TO BE THE JUDGE OF VALIDITY OF ANYVOTE

132. | The Chairman of any meeting shall be sole judge of the validity of every vote tendered at such meeting.
The Chairman present at the time of taking of a poll shall be the sole judge of the validity of every vote
tendered at such poll.

MEMBER PAYING MONEY IN ADVANCE NOT BE ENTITLED TO VOTE IN RESPECTTHEREOF

133. | A Member paying the whole or a part of the amount remaining unpaid on any Share held by him although
no part of that amount has been called up, shall not be entitled to any voting rights or participate in dividend
or profits in respect of moneys so paid by him until the same would but for such payment become presently
payable

DIRECTORS
134.

1) Until otherwise determined by a General Meeting of the Company and subject to the provisions of
Section 149 of the Act, the number of Directors shall not be less than three nor more than fifteen.

273
135.

136.

137.

138.

139.

140.

2) As on the date of adoption of this Articles of Association, following are the directors of the company:

1, Rachana Zuzer Lucknowala
2. Kartikeya Girish Desai

3. Armaan Zuzer Lucknowala
4, Manish Chandak Heeralal

BOARD OF DIRECTORS
The following shall be the First Directors of the Company.

1. Mr. Zuzer Hatim Lucknowala

2. Mrs. Rachana Zuzer Lucknowala
3. Mr. Rohinton Sam Poonawala

4. Mr. Joji George

INCREASE IN NUMBER OF DIRECTORS TO REQUIRE GOVERNMENT SANCTION

The appointment of the Directors exceeding 15 (fifteen) will be subject to the provisions of Section 149 of
the Act.

POWER OF DIRECTORS TO APPOINT ADDITIONAL DIRECTORS

The Board of Directors shall have the power to appoint any person, other than a person who fails to get
appointed as a director in a general meeting, as an additional director at any time who shall hold office up
to the date of the next annual general meeting or the last date on which the annual general meeting should
have been held, whichever is earlier.

ALTERNATE DIRECTORS

The Board of Directors shall have the power to appoint a person, not being a person holding any alternate
directorship for any other director in the company, to act as an alternate director for a director during his
absence for a period of not less than three months from India:

Provided that no person shall be appointed as an alternate director for an independent director unless he is
qualified to be appointed as an independent director under the provisions of this Act:

Provided further that an alternate director shall not hold office for a period longer than that permissible to
the director in whose place he has been appointed and shall vacate the office if and when the director in
whose place he has been appointed returns to India:

Provided also that if the term of office of the original director is determined before he so returns to India,
any provision for the automatic re-appointment of retiring directors in default of another appointment shall
apply to the original, and not to the alternate director.

NOMINEE DIRECTORS

The Board shall have the power to appoint any person as a director nominated by any institution in
Pursuance of the provisions of any law for the time being in force or of any agreement or by the Central
Government or the State Government by virtue of its shareholding in a Government company.

If the office of any director appointed by the company in general meeting is vacated before his term of
office expires in the normal course, the resulting casual vacancy may, in default of and subject to any
regulations in the articles of the company, be filled by the Board of Directors at a meeting of the Board:

Provided that any person so appointed shall hold office only up to the date up to which the director in
whose place he is appointed would have held office if it had not been vacated.

A Director need not hold any qualification shares.
274
141.

142.

REMUNERATION OF DIRECTORS

(1) Subject to the provisions of the Act, a Managing Director or any other Director, who is in the Whole
time employment of the Company may be paid remuneration either by way of a monthly payment or at
a specified percentage of the net profits of the Company or partly by one way and partly by the other.

(2) Subject to the provisions of the Act, a Director who is neither in the Whole-time employment not a
Managing Director may be paid remuneration.

(i)by way of monthly, quarterly or annual payment with the approval of the Central Government: or
(ii)by way of commission if the Company by a special resolution authorizes such payments.

(3) The fees payable to Director (including a Managing or whole-time Director, if any) for attending a
meeting of the Board or Committee shall be decided by the Board of Directors from time to time,
however the amount thereof shall not exceed limit provided in the Companies Act, 2013 and rules, if
any, framed there under.

(4) if any Director be called upon to perform extra services or special exertion or efforts (which expression
shall include work done by a Director as member of any committee formed by the Directors), the
Board may arrange with such Directors for such special remuneration for such extra services or special
exertions or either by a fixed sum or otherwise as may be determined by the Board and such
remuneration may be either in addition to or in substitution for his remuneration above provided
subject to the provision of Section 197(4) of the Act.

INCREASE IN REMUNERATION OF DIRECTORS TO REQUIRE GOVERNMENT SANCTION

Any provision relating to the remuneration of any Director including the Managing Director or Joint
Managing Director or whole time Director or executive Director whether contained in his original
appointment or which purports to increase or has the effect of increasing whether directly or indirectly the
amount of such remuneration and whether that provisions are contained in the articles or in any agreement
entered into by the Board of Directors shall be subject to the provisions of Section 196, 197 and 203 of the
Act and in accordance with the conditions specified in Schedule V and to the extent to which such
appointment or any provisions for remuneration thereof is not in accordance with the Schedule V, the same
shall not have any effect unless approved by the Central Government and shall be effective for such period
and be subject to such conditions as may be stipulated by the Central Government and to the extent to
which the same is not approved by the Central Government, the same shall become void and not
enforceable against the Company.

TRAVELLING EXPENSES INCURRED BY A DIRECTOR NOT A BONAFIDE RESIDENT OR BY

143.

144,

DIRECTOR GOING OUT ON COMPANY’S BUSINESS

The Board may allow and pay to any Director who is not a bonafide resident of the place where the
meetings of the Board or committee thereof are ordinarily held and who shall come to a such place for the
purpose of attending any meeting, such sum as the Board may consider fair compensation or for traveling,
boarding, lodging and other expenses, in addition to his fee for attending such meeting as above specified
and if any Director be called upon to go or reside out of the ordinary place of his residence on the
Company’s business, he shall be entitled to be repaid and reimbursed any travelling or other expenses,
incurred in connection with business of the Company.

DIRECTORS MAY ACT NOTWITHSTANDING ANY VACANCY

The continuing Directors may act notwithstanding any vacancy in the Board, but if and so long as the
number is reduced below the quorum fixed by the Act or by these Articles for a meeting of the Board, the
continuing Directors or Director may act for the purpose of increasing the number of Directors to that fixed
for the quorum or for summoning a General Meeting of the Company but for no other purpose.

275
145.

146.

()

Q)

GB)

(4)

DISCLOSURE OF INTEREST OF DIRECTORS

Every director shall at the first meeting of the Board in which he participates as a director and
thereafter at the first meeting of the Board in every financial year or whenever there is any change in
the disclosures already made, then at the first Board meeting held after such change, disclose his
concern or interest in an company or companies or bodies corporate, firms, or other association of
individuals which shall include the shareholding, in such manner as may be determined by central
government.

Every director of a company who is in any way, whether directly or indirectly, concerned or
interested in a contract or arrangement or proposed contract or arrangement entered into or to be
entered into—

a. with a body corporate in which such director or such director in association with any other
director, holds more than two per cent. shareholding of that body corporate, or is a promoter,
manager, Chief Executive Officer of that body corporate; or

b. witha firm or other entity in which, such director is a partner, owner or member, as the case may
be, shall disclose the nature of his concern or interest at the meeting of the Board in which the
contract or arrangement is discussed and shall not participate in such meeting:

Provided that where any director who is not so concerned or interested at the time of entering into
such contract or arrangement, he shall, if he becomes concerned or interested after the contract or
arrangement is entered into, disclose his concern or interest forthwith when he becomes
concerned or interested or at the first meeting of the Board held after he becomes so concerned or
interested.

A contract or arrangement entered into by the company without disclosure under sub-section (2) or
with participation by a director who is concerned or interested in any way, directly or indirectly, in
the contract or arrangement, shall be voidable at the option of the company.

Nothing in this Article-

(a) shall be taken to prejudice the operation of any rule of law restricting a director of a company
from having any concern or interest in any contract or arrangement with the company;

(b) shall apply to any contract or arrangement entered into or to be entered into between two
companies where any of the directors of the one company or two or more of them together holds
or hold not more than two per cent. of the paid-up share capital in the other company.

INTERESTED DIRECTOR NOT TO PARTICIPATE OR VOTE ON BOARD’S PROCEEDINGS

No Director of the Company shall, as Director, take any part in the discussion of or vote on any contract or
arrangement entered into or to be entered into by or on behalf of the Company if he is in any way whether
directly or indirectly, concerned or interested in the contract or arrangement, nor shall his presence count
for the purpose of forming a quorum at the time of any such discussion or vote and if he does vote his vote
shall be void, provided however that Directors may vote on any contract of indemnity against any loss
which the Directors or any one or more of them may suffer by reason of becoming or being sureties or
surety for the Company.

BOARD’S SANCTION TO BE REQUIRED FOR CERTAIN CONTRACTS IN WHICHPARTICULAR

147.

1)

@

DIRECTOR IS INTERESTED

Except with the consent of the Board of Directors of the Company and of the Shareholders where
applicable, the Company , shall not enter into any contract with a Related Party in contravention of
Section 188 of the Act and the Rules made thereunder—

for the sale, purchase or supply of any goods, materials or services; or

276
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149.

(ii) selling or otherwise disposing of, or buying, property of any kind;

(iii) leasing of property of any kind;

(iv) availing or rendering of any services;
(v) appointment of any agent for purchase or sale of goods, materials, services or property;
(vi) such Related Party's appointment to any office or place of profit in the Company, its subsidiary

company or associate company;
(vii) underwriting the subscription of any securities or derivatives thereof, of the Company:

2) Nothing contained in clause (1) shall affect any transactions entered into by the Company in its
ordinary course of business other than transactions which are not on an arm’s length basis.

3) Notwithstanding anything contained in clauses (1) and (2) a Related Party may, in circumstances of
urgent necessity enter, without obtaining the consent of the Board, into any contract with the
Company; but in such a case the consent of the Board shall be obtained at a meeting within three
months of the date of which the contract was entered into or such other period as may be prescribed
under the Act. (S.188 (3))

4) Every consent of the Board required under this Article shall be accorded by a resolution of the Board
and the consent required under Clause (1) shall not be deemed to have been given within the meaning
of that clause unless the consent is accorded before the contract is entered into or within three months
of the date on which it was entered into or such other period as may be prescribed under the Act.

5) Ifthe consent is not accorded to any contract under this Article anything done in pursuance of the
contract will be voidable at the option of the Board.

SPECIAL DIRECTOR

In connection with any collaboration arrangement with any company or corporation or any firm or person
for supply of technical know-how and/or machinery or technical advice the directors may authorize such
company, corporation, firm or person herein-after in this clause referred to as “collaborator” to appoint
from time to time any person as director of the company (hereinafter referred to as “special director”) and
may agree that such special director shall not be liable to retire by rotation and need not possess any
qualification shares to qualify him for office of such director, so however that such special director shall
hold office so long as such collaboration arrangement remains in force unless otherwise agreed upon
between the Company and such collaborator under the collaboration arrangements or at any time thereafter.

The collaborators may at any time and from time to time remove any such special director appointed by it
and may at the time of such removal and also in the case of death or resignation of the person so appointed,
at any time appoint any other person as special director in his place and such appointment or removal shall
be made in writing signed by such company or corporation or any partner or such person and shall be
delivered to the Company at its registered office.

It is clarified that every collaborator entitled to appoint a director under this article may appoint one such
person as a director and so that if more then one collaborator is so entitled there may be at any time as may
special directors as the collaborators eligible to make the appointment.

DIRECTORS’ SITTING FEES

The fees payable to a Director for attending each Board meeting shall be such Sum as may be fixed by the
Board of Directors not exceeding such as may be determined by central government by the Central
Government for each of the meetings of the Board or A committee thereof and adjournments thereto
attended by him. The directors, Subject to the sanction of the Central Government (if any required) may be
paid such higher fees as the Company in General Meeting shall from time to time determine.

277
150.

151.

152.

DIRECTORS AND MANAGING DIRECTOR MAY CONTRACT WITH COMPANY

Subject to the provisions of the Act the Directors (including a Managing Director And whole time Director)
shall not be disqualified by reason of his or their office as such from holding office under the Company or
from contracting with the Company either as vendor, purchaser, lender, agent, broker, lessor or lessee or
Otherwise, nor shall any such contract or any contracts or arrangement entered Into by or on behalf of the
Company with any Director or with any company or Partnership of or in which any Director shall be a
member or otherwise interested be avoided nor shall any Director so contracting be liable to account to the
Company for any profit realized by such contract or arrangement by reason only Of such director holding
that office or of the fiduciary relation thereby established, but it is declared that the nature of his interest
shall be disclosed as Provided by Section 188 of the Act and in this respect all the provisions of Section
179, 180, 184, 185, 186, 188, 189and 196 of the Act shall be duly observed and complied with.

DISQUALIFICATION OF THE DIRECTOR

(1) A person shall not be eligible for appointment as a director of a company, if -

(a) he is of unsound mind and stands so declared by a competent court;

(b) he is an undercharged insolvent;

(c) he has applied to be adjudicated as an insolvent and his application is pending;

(d) he has been convicted by a court of any offence, whether involving moral turpitude or
otherwise, and sentenced in respect thereof to imprisonment for not less than six months and
a period of five years has not elapsed from the date of expiry of the sentence:
Provided that if a person has been convicted of any offence and sentenced in respect thereof
to imprisonment for a period of seven years or more, he shall not be eligible to be appointed
as adirector in any company;

(e) an order disqualifying him for appointment as a director has been passed by a court or
Tribunal and the order is in force;

(£) he has not paid any calls in respect of any shares of the company held by him, whether alone
or jointly with others, and six months have elapsed from the last day fixed for the payment
of the call;

(g) he has been convicted of the offence dealing with related party transactions under section188
at any time during the last preceding five years; or

(h) _ he has not complied with sub-section (3) of section 152.

(2) No person who is or has been a director of a company which —
(a) _ has not filed financial statements or annual returns for any continuous period of three
financial years; or
(b) has failed to repay the deposits accepted by it or pay interest thereon or to redeem any
debentures on the due date or pay interest due thereon or pay any dividend declared and
such failure to pay or redeem continues for one year or more shall be eligible to be re-
appointed as a director of that company or appointed in other company for a period of five
years from the date on which the said company fails to do so.
DIRECTORS VACATING OFFICE
The office of a Director shall be vacated if :
(i) he is found to be of unsound mind by a Court of competent jurisdiction;
(ii) he applied to be adjudicated an insolvent;

(iii) he is adjudicated an insolvent;

(iv) he is convicted by a Court, of any offence involving moral turpitude or otherwise and sentenced in
respect thereof to imprisonment for not less than six months and a period of five years has not
278
155.

156.

157.

(2)

ty

2)

3)

(yy

(2)

1)

the vacancy by appointing the retiring director or some other person thereto.

(a) If the vacancy of the retiring director is not so filled-up and the meeting has not expressly
resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next
week, at the same time and place, or if that day is a national holiday, till the next succeeding day
which is not a holiday, at the same time and place.

(b) If at the adjourned meeting also, the vacancy of the retiring director is not filled up and that
meeting also has not expressly resolved not to fill the vacancy, the retiring director shall be
deemed to have been re-appointed at the adjourned meeting, unless—

1. at that meeting or at the previous meeting a resolution for the re-appointment of such
director has been put to the meeting and lost;

2. the retiring director has, by a notice in writing addressed to the company or its Board of
directors, expressed his unwillingness to be so re-appointed;

3. he is not qualified or is disqualified for appointment;

4. a resolution, whether special or ordinary, is required for his appointment or re-appointment
by virtue of any provisions of this Act; or

5. section 162 is applicable to the case.

APPOINTMENT OF DIRECTOR TO BE VOTE INDIVIDUALLY

At a general meeting of a company, a motion for the appointment of two or more persons as directors
of the company by a single resolution shall not be moved unless a proposal to move such a motion
has first been agreed to at the meeting without any vote being cast against it.

A resolution moved in contravention of sub-section (1) shall be void, whether or not any objection
was taken when it was moved.

A motion for approving a person for appointment, or for nominating a person for appointment as
adirector, shall be treated as a motion for his appointment.

A person who is not a retiring director in terms of section 152 shall, subject to the provisions of this
Act, be eligible for appointment to the office of a director at any general meeting, if he, or some
member intending to propose him as a director, has, not less than fourteen days before the meeting,
left at the registered office of the company, a notice in writing under his hand signifying his
candidature as a director or, as the case may be, the intention of such member to propose him as
candidate for that office, along with the deposit of one lakh rupees or such higher amount as may be
determined by central government which shall be refunded to such person or, as the case may be, tithe
member, if the person proposed get selected as a director or gets more than twenty-five per cent.of
total valid votes cast either on show of hands or on poll on such resolution.

The company shall inform its members of the candidature of a person for the office of director under
sub-section (1) in such manner as may be determined by central government.

RESIGNATION OF DIRECTOR

A director may resign from his office by giving a notice in writing to the company and the Board
shall on receipt of such notice take note of the same and the company shall intimate the Registrar in
such manner, within such time and in such form as may be determined by central government and
shall also place the fact of such resignation in the report of directors laid in the immediately following
general meeting by the company:

Provided that a director shall also forward a copy of his resignation along with detailed reasons for
280
153.

154,

(vy)

(vi)

(vii)

(viii)

(ix)

&

elapsed from the expiry of the sentence; Provided that if a person has been convicted of any offence
and sentenced in respect thereof to imprisonment for a period of seven years or more, he shall not
be eligible to be appointed as a director in any company;

he fails to pay any call in respect of shares of the Company held by him, whether alone or jointly
with others, within six months from the last date fixed for the payment of the call unless the Central
Government by Notification in the Official Gazette removes the disqualification incurred by such
failure;

he absents himself from all the meetings of the Board of Directors held during a period of twelve
months with or without seeking leave of absence of the Board;

he is removed in pursuance of Section 169 of Act;

having been appointed a Director by virtue of his holding any office or other employment in the
Company, he ceases to hold such office or other employment in the Company;

he acts in contravention of the provisions of Section 184 of the Act relating to entering into
contracts or arrangements in which he is directly or indirectly interested;

he fails to disclose his interest in any contract or arrangement in which he is directly or indirectly
interested, in contravention of the provisions of section 184.

DIRECTOR MAY BE DIRECTOR OF COMPANIES PROMOTED BY THE COMPANY

Subject

to provisions of Section 203 of the Act, a Director may be or become a director of any company

promoted by the Company, or in which it may be interested as a vendor, shareholder, or otherwise and no
such Director shall be accountable for any benefit received as director or Shareholder of such company
except in so far Section 197or Section 188 of the Act may be applicable.

(yy

(b)

©

(d)

()

RETIREMENT AND ROTATION OF DIRECTORS

RETIREMENT OF DIRECTORS BY ROTATION

At every Annual General Meeting, not less than two-thirds of the total number of directors of
acompany shall -

(i)be persons whose period of office is liable to determination by retirement of directors by
rotation;and

(ii) save as otherwise expressly provided in this Act, be appointed by the company in general
meeting.

The remaining directors in the case of any such company shall, in default of, and subject to any
regulations in the articles of the company, also be appointed by the company in general meeting.

At the first annual general meeting of a public company held next after the date of the general
meeting at which the first directors are appointed in accordance with clauses (a) and (b) and a
every subsequent annual general meeting, one-third of such of the directors for the time being as
are liable to retire by rotation, or if their number is neither three nor a multiple of three, then, the
number nearest to one-third, shall retire from office.

The directors to retire by rotation at every annual general meeting shall be those who have been
longest in office since their last appointment, but as between persons who became directors on
the same day, those who are to retire shall, in default of and subject to any agreement
among themselves, be determined by lot.

At the annual general meeting at which a director retires as aforesaid, the company may fill up
279
158.

159.

160.

2)

3)

the resignation to the Registrar within thirty days of resignation in such manner as may be
determined by central government.

The resignation of a director shall take effect from the date on which the notice is received by the
company or the date, if any, specified by the director in the notice, whichever is later:

Provided that the director who has resigned shall be liable even after his resignation for the offences
which occurred during his tenure.

Where all the directors of a company resign from their offices, or vacate their offices under
Section167 of the Act, the promoter or, in his absence, the Central Government shall appoint the
required number of directors who shall hold office till the directors are appointed by the company in
general meeting.

REGISTER OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND NOTIFICATION

OFCHANGES TO REGISTRAR

The Company shall keep at its registered office, a Register of Director, Managing Director, Manager and
Secretary and key managerial personnel of the Company containing the particulars as required by Section
170 of the Act and shall send to the Registrar a return in the prescribed form containing the particulars
specified in the said register and shall notify to the Registrar any change among its Directors, Managing
Directors, Manager, Secretary and key managerial personnel or any of the particulars contained in the
register as required by Section 170 of the Act.

1)

2)

3)

4)

APPOINTMENT OF TECHNICAL OR EXECUTIVE DIRECTORS

The Board of Directors shall have the right from time to time to appoint any person or persons as
Technical Director or Executive Director/s and remove any such persons from time to time without
assigning any reason whatsoever. A Technical Director or Executive Director shall not be required to
hold any qualification shares and shall not be entitled to vote at any meeting of the Board of Directors.

Subject to the provisions of Section 161 of the Act, if the office of any Director appointed by the
Company in General Meeting vacated before his term of office will expire in the normal course, the
resulting casual vacancy may in default of and subject to any regulation in the Articles of the Company
be filled by the Board of Directors at the meeting of the Board and the Director so appointed shall hold
office only up to the date up to which the Director in whose place he is appointed would have held
office if had not been vacated as aforesaid.

REMOVAL OF DIRECTORS

A company may, by ordinary resolution, remove a director, not being a director appointed by the
Tribunal under section 242, before the expiry of the period of his office after giving him a reasonable
opportunity of being heard:

Provided that nothing contained in this sub-section shall apply where the company has availed itself of
the option given to it under section 163 to appoint not less than two thirds of the total number of
directors according to the principle of proportional representation.

A special notice shall be required of any resolution, to remove a director under this section, or to
appoint somebody in place of a director so removed, at the meeting at which he is removed.

On receipt of notice of a resolution to remove a director under this section, the company shall forthwith
send a copy thereof to the director concerned, and the director, whether or not he isa member of the
company, shall be entitled to be heard on the resolution at the meeting.

Where notice has been given of a resolution to remove a director under this section and the director
281
161.

162.

concerned makes with respect thereto representation in writing to the company and requests its
notification to members of the company, the company shall, if the time permits it to do so,—

(a)in any notice of the resolution given to members of the company, state the fact of the representation
having been made; and

(b)send a copy of the representation to every member of the company to whom notice of the meeting is
sent (whether before or after receipt of the representation by the company), and if a copy of the
representation is not sent as aforesaid due to insufficient time or for the company’s default, the
director may without prejudice to his right to be heard orally require that the representation shall
be read out at the meeting:
Provided that copy of the representation need not be sent out and the representation need not be
readout at the meeting if, on the application either of the company or of any other person who
claims to be aggrieved, the Tribunal is satisfied that the rights conferred by this sub-section are
being abused to secure needless publicity for defamatory matter; and the Tribunal may order the
company’s costs on the application to be paid in whole or in part by the director notwithstanding
that he is not a party to it.

5) A vacancy created by the removal of a director under this section may, if he had been appointed by the
company in general meeting or by the Board, be filled by the appointment of another director in his
place at the meeting at which he is removed, provided special notice of the intended appointment has
been given under sub-section (2).

6) A director so appointed shall hold office till the date up to which his predecessor would have held
office if he had not been removed.

7) If the vacancy is not filled under sub-section (5), it may be filled as a casual vacancy in accordance
with the provisions of this Act:
Provided that the director who was removed from office shall not be re-appointed as a director byhe
Board of Directors.

8) Nothing in this section shall be taken -

(a) as depriving a person removed under this section of any compensation or damages payable to him
in respect of the termination of his appointment as director as per the terms of contract or terms of
his appointment as director, or of any other appointment terminating with that as director; or

(b) as derogating from any power to remove a director under other provisions of this Act.

ELIGIBILITY FOR RE-ELECTION
A retiring Director shall be eligible for re-election.

PROCEEDINGS OF DIRECTORS

MEETINGS OF BOARD

1) A minimum number of four meetings of its Board of Directors every year in such a manner that not
more than one hundred and twenty days shall intervene between two consecutive meetings of the
Board:

Provided that the Central Government may, by notification, direct that the provisions of this subsection
shall not apply in relation to any class or description of companies or shall apply subject touch
exceptions, modifications or conditions as may be specified in the notification.

2) The participation of directors in a meeting of the Board may be either in person or through video
conferencing or other audio visual means, as may be determined by central government, which are
capable of recording and recognizing the participation of the directors and of recording and storing the
proceedings of such meetings along with date and time:

282
163.

164.

165.

166.

Provided that the Central Government may, by notification, specify such matters which shall not be
dealt with in a meeting through video conferencing or other audio visual means.

3) A meeting of the Board shall be called by giving not less than seven days’ notice in writing to every
director at his address registered with the company and such notice shall be sent by hand delivery or by
post or by electronic means:

Provided that a meeting of the Board may be called at shorter notice to transact urgent business subject
to the condition that at least one independent director, if any, shall be present at the meeting:

Provided further that in case of absence of independent directors from such a meeting of the Board,
decisions taken at such a meeting shall be circulated to all the directors and shall be final only on
ratification thereof by at least one independent director, if any.

QUORUM

1) The quorum for a meeting of the Board of Directors of a company shall be one third of its total
strength or two directors, whichever is higher, and the participation of the directors by
videoconferencing or by other audio visual means shall also be counted for the purposes of quorum
under this sub-section.

2) The continuing directors may act notwithstanding any vacancy in the Board; but if and so long as their
number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing
directors or director may act for the purpose of increasing the number of directors to that fixed for the
quorum, or of summoning a general meeting of the company and for no other purpose.

3) Where at any time the number of interested directors exceeds or is equal to two thirds of the total
strength of the Board of Directors, the number of directors who are not interested directors and present
at the meeting, being not less than two, shall be the quorum during such time.

4) Where a meeting of the Board could not be held for want of quorum, then, unless the articles of the
company otherwise provide, the meeting shall automatically stand adjourned to the same day at the
same time and place in the next week or if that day is a national holiday till the next succeeding day,
which is not a national holiday, at the same time and place.

DECISION OF QUESTIONS

Subject to the provisions of the Act, question arising at any meeting of the Board shall be decided by a
majority of votes and in case of an equality of votes, the Chairman shall have a second or casting vote.

BOARD MAY APPOINT CHAIRMAN, CO-CHAIRMAN AND VICE CHAIRMAN

The Board may elect a Chairman, a Co-Chairman and a Vice Chairman of their Meetings and of the
Company and determine the period for which he is to hold office. The Chairman or in his absence the Co-
Chairman or the Vice Chairman shall be entitled to take the Chair at every General Meeting, whether
Annual or Extraordinary, or if there be no such Chairman or Co-Chairman or Vice Chairman of the Board
of Directors, or if at any Meeting neither of these shall be present within fifteen minutes of the time
appointed for holding such Meeting, the Directors present may choose one of their members to be the
Chairman of the Meeting of their meetings and determine the period for which he is to hold office, but if no
such Chairman is elected or if at any meeting the Chairman is not present within ten minutes after the time
appointed for holding the meeting, the Directors present may choose one of their members to be the
Chairman of the Meeting.

POWER OF BOARD MEETING

A meeting of the Board at which a quorum is present shall be competent to exercise all or any of the
authorities, powers and discretions which by or under the Act or the Articles are for the time being vested

283
167.

168.

169.

170.

171.

172.

in or exercisable by the Board generally.

Subject to the restrictions contained in Section 179 of the Act, the Board may delegate any of its power to a
Committee of the Board consisting of such member or members of its body or any other person as it thinks
fit and it may from time to time revoke and discharge any such committee of the Board so formed, shall in
the exercise of the power so delegated confirm to any regulations that may from time to time be imposed on
it by the Board. All acts done by such Committee of the Board in conformity with such regulations and in
fulfillment of the purposes of their appointment but not otherwise, shall have the like force and effect as if
done by the Board.

MEETING OF THE COMMITTEE HOW TO BE GOVERNED

The meeting and proceedings of any such Committee of the Board consisting of two or more persons shall
be governed by the provisions herein contained for regulating the meetings and proceedings of the Board,
so far as the same are applicable thereto and are not superseded by any regulations made by the Board
under the last preceding Article.

DEFECTS IN APPOINTMENT OF DIRECTORS NOT TO INVALIDATE ACTIONS TAKEN

No act done by a person as a director shall be deemed to be invalid not withstanding that it was
subsequently noticed that his appointment was invalid by reason of any defect or disqualification or had
terminated by virtue of any provision contained in this Act or in the articles of the company:

Provided that nothing in this section shall be deemed to give validity to any act done by the director after
his appointment has been noticed by the company to be invalid or to have terminated.

PASSING OF RESOLUTION BY CIRCULATION

1) No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by
circulation, unless the resolution has been circulated in draft, together with the necessary papers, if
any, to all the directors, or members of the committee, as the case may be, at their addresses registered
with the company in India by hand delivery or by post or by courier, or through such electronic means
as may be determined by central government and has been approved by a majority of the directors or
members, who are entitled to vote on the resolution:

Provided that, where not less than one-third of the total number of directors of the company for the
time being require that any resolution under circulation must be decided at a meeting, the
chairperson shall put the resolution to be decided at a meeting of the Board.

2) A resolution under sub-section (1) above shall be noted at a subsequent meeting of the Board or the
committee thereof, as the case may be, and made part of the minutes of such meeting.

SPECIAL NOTICE

Where by any provision contained in the Act or in these Articles special notice is required for any
resolution, notice of the intention to move the resolution shall be given to the Company by such number of
members holding not less than one per cent. of total voting power or holding shares on which such
aggregate sum not exceeding five lakh rupees, as may be prescribed, has been paid-up, not less than
fourteen days before the meeting at which it is to be moved exclusive of the day on which the notice is
served or deemed to be served and the day of the meeting. The Company shall immediately after the notice
of the intention to move any such resolution has been received by it, give its members notice of the
resolution in the same manner as it gives notice of the meeting, or if that is not practicable, shall give them
notice thereof either by advertisement in a newspaper having an appropriate circulation or in any other
mode allowed by these presents not less than seven days before the meeting.

GENERAL POWERS OF THE BOARD

284
1) The Board of Directors of a company shall be entitled to exercise all such powers, and to do all such
acts and things, as the company is authorized to exercise and do:
Provided that in exercising such power or doing such act or thing, the Board shall be subject to the
provisions contained in that behalf in this Act, or in the memorandum or articles, or in any
regulations not inconsistent therewith and duly made there under, including regulations made by the
company in general meeting:
Provided further that the Board shall not exercise any power or do any act or thing which is directed or
required, whether under this Act or by the memorandum or articles of the company or otherwise, to be
exercised or done by the company in general meeting.

2) No regulation made by the company in general meeting shall invalidate any prior act of the Board
which would have been valid if that regulation had not been made.

CERTAIN POWERS TO BE EXERCISED BY THE BOARD ONLY AT MEETINGS

173. The Board of Directors of a company shall exercise the following powers on behalf of the company by
means of resolutions passed at meetings of the Board, namely: -

(a) to make calls on shareholders in respect of money unpaid on their shares;

(b) to authorize buy-back of securities under section 68;

(c) to issue securities, including debentures, whether in or outside India;

(d) to borrow monies;

(e) to invest the funds of the company;

(f) to grant loans or give guarantee or provide security in respect of loans;

(g) to approve financial statement and the Board’s report;

(h) _ to diversify the business of the company;

(i) to approve amalgamation, merger or reconstruction;

(j) to take over a company or acquire a controlling or substantial stake in another company;
(k) to make political contributions;

()) to appoint or remove key managerial personnel (KMP);

(m) to take note of appointment(s) or removal(s) of one level below the Key Managerial Personnel;
(n) to appoint internal auditors and secretarial auditor;

(0) to take note of disclosure of director’s interest and shareholding;

(p) to buy, sell investments held by the company (other than trade investments) constituting five percent
or more of the paid up share capital and free reserve of the investee company;

(q) to invite and accept or renew public deposits and related matters;

(rt) _ to review or change the terms and conditions of public deposit;

(s) to approve quarterly, half yearly and annual financial statements or financial results as the case may
be. Provided that the Board may, by a resolution passed at a meeting, delegate to any committee of

directors, the managing director, the manager or any other principal officer of the company or in the
285
174,

175.

176.

1)

2)

3)

4)

5)

case of a branch office of the company, the principal officer of the branch office, the powers
specified in clauses (d) to (f) on such conditions as it may specify:

Nothing in this section shall be deemed to affect the right of the company in general meeting to
impose restrictions and conditions on the exercise by the Board of any of the powers specified in this
section.

RESTRICTIONS ON POWERS OF BOARD

The Board of Directors of a company shall exercise the following powers only with the consent of the
company by a special resolution, namely: -

a. to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of
the company or where the company owns more than one undertaking, of the whole or
substantially the whole of any of such undertakings.

b. to invest otherwise in trust securities the amount of compensation received by it as a result of
any merger or amalgamation;

c. to borrow money, where the money to be borrowed, together with the money already borrowed
by the company will exceed aggregate of its paid-up share capital and free reserves, apart from
temporary loans obtained from the company’s bankers in the ordinary course of business:
Provided that the acceptance by a banking company, in the ordinary course of its business, of
deposits of money from the public, repayable on demand or otherwise and with draw able by
cheque, draft, order or otherwise, shall not be deemed to be a borrowing of monies by the
banking company within the meaning of this clause.

d. to remit, or give time for the repayment of, any debt due from a director.

Every special resolution passed by the company in general meeting in relation to the exercise of
the powers referred to in clause (c) of sub-section (1) shall specify the total amount up to which
monies may be borrowed by the Board of Directors.

Nothing contained in clause (a) of sub-section (1) shall affect —

(a) the title of a buyer or other person who buys or takes on lease any property investment or
undertaking as is referred to in that clause, in good faith; or

(b) the sale or lease of any property of the company where the ordinary business of the company
consists of, or comprises, such selling or leasing.

Any special resolution passed by the company consenting to the transaction as is referred to in clause
(a) of sub-section (1) may stipulate such conditions as may be specified in such resolution, including
conditions regarding the use, disposal or investment of the sale proceeds which may result from
the transactions:

Provided that this sub-section shall not be deemed to authorize the company to effect any reduction in
its capital except in accordance with the provisions contained in this Act.

No debt incurred by the company in excess of the limit imposed by clause (c) of sub-section (1) shall
be valid or effectual, unless the lender proves that he advanced the loan in good faith and without
knowledge that the limit imposed by that clause had been exceeded.

POWER TO BORROW

Subject to the provisions of Sections 73 and 180 of the Act, the Board may, from time to time at its
discretion and by means of resolutions passed at its meeting accept deposits from members either in
advance of calls or otherwise and generally, raise or borrow or secure the payment or any sum or sums of
money for the purposes of the Company.

All the provisions applicable to nomination facility available to shareholder(s) and debenture holder(s)
enumerated in these Articles shall equally apply to deposit holder(s) and the provisions of Section 72 of the

286
177.

178.

179.

180.

181.

Act shall also apply.
THE PAYMENT OR REPAYMENT OF MONEYS BORROWED

The payment or repayment of moneys borrowed as aforesaid may be secured in such manner and upon such
terms and conditions in all respects as the Board of Directors may think fit, and in particular in pursuance
of a resolution passed at a meeting of the Board (and not by circular resolution) by the issue of bonds,
debentures or debentures stock of the Company, charged upon all or any part of the property of the
Company, (both present and future), including its un-called capital for the time being and the debentures
and the debenture stock and other securities may be made assignable free from any equities between the
Company and the person to whom the same may be issued.

BONDS, DEBENTURES, ETC. TO BE SUBJECT TO CONTROL OF DIRECTORS

Any bonds, debentures, debenture-stock or other securities issued or to be issued by the Company shall be
under the control of the Directors who may issue them upon such terms and condition and in such manner
and for such consideration as they shall consider to be for the benefit of the Company.

Provided that bonds, debentures, debenture-stock or other securities so issued or to be issued by the
Company with the right to allotment of or conversion into shares shall not be issued except with the
sanction of the Company in general meeting.

CONDITION ON WHICH MONEY MAY BE BORROWED

The Board may raise or secure the payment of such sum or sums in such manner and upon such terms and
conditions in all respects as it thinks fit and in particular by the issue of bonds, perpetual or redeemable
debenture-stock or any mortgage, charge or other security on the undertaking of the whole or any part of
the Company (both present and future) including its uncalled capital for the time being. The Board shall
exercise such power only by means of resolutions passed at its meetings and not by circular resolutions.

TERMS OF ISSUE OF DEBENTURES

Any debentures, debenture-stock or other securities may be issued at a discount, premium or otherwise and
may be issued on condition that they shall be convertible into shares of any denomination and with any
privileges and conditions as to redemption, surrender, drawing, allotment of shares, attending (but not
voting)at the General Meeting, appointment of Directors and otherwise Debentures with the right to
conversion into or allotment of shares shall be issued only with the consent of the Company in the General
Meeting by a Special Resolution.

DEBENTURES WITH VOTING RIGHTS NOT BE ISSUED
1) A company may issue debentures with an option to convert such debentures into shares, either wholly
or partly at the time of redemption:

Provided that the issue of debentures with an option to convert such debentures into shares, wholly or
partly, shall be approved by a special resolution passed at a general meeting.

2) No company shall issue any debentures carrying any voting rights.

3) Secured debentures may be issued by a company subject to such terms and conditions as may be
determined by central government.

4) Where debentures are issued by a company under this section, the company shall create a debenture
redemption reserve account out of the profits of the company available for payment of
dividend and the amount credited to such account shall not be utilized by the company except for the
redemption of debentures.

5) No company shall issue a Prospectus or make an offer or invitation to the public or to its members
287
182.

183.

6)

7)

8)

9)

10)

11)

12)

13)

exceeding five hundred for the subscription of its debentures, unless the company has, before such
issue or offer, appointed one or more debenture trustees and the conditions governing the appointment
of such trustees shall be such as may be determined by central government.

A debenture trustee shall take steps to protect the interests of the debentureholders and redress their
grievances in accordance with such rules as may be determined by central government.

Any provision contained in a trust deed for securing the issue of debentures, or in any contract with
the debenture-holders secured by a trust deed, shall be void in so far as it would have the effect of
exempting a trustee thereof from, or indemnifying him against, any liability for breach of trust, where
he fails to show the degree of care and due diligence required of him as a trustee, having regard to the
provisions of the trust deed conferring on him any power, authority or discretion:

Provided that the liability of the debenture trustee shall be subject to such exemptions asmay be
agreed upon by a majority of debenture-holders holding not less than three-fourths invalue of the total
debentures at a meeting held for the purpose.

A company shall pay interest and redeem the debentures in accordance with the terms andconditions
of their issue.

Where at any time the debenture trustee comes to a conclusion that the assets of thecompany are
insufficient or are likely to become insufficient to discharge the principalamount as and when it
becomes due, the debenture trustee may file a petition before theTribunal and the Tribunal may, after
hearing the company and any other person interested inthe matter, by order, impose such restrictions
on the incurring of any further liabilities by thecompany as the Tribunal may consider necessary in
the interests of the debenture-holders.

Where a company fails to redeem the debentures on the date of their maturity or fails to payinterest on
the debentures when it is due, the Tribunal may, on the application of any or all of the debenture-
holders, or debenture trustee and, after hearing the parties concerned,direct, by order, the company to
redeem the debentures forthwith on payment of principaland interest due thereon.

If any default is made in complying with the order of the Tribunal under this section, everyofficer of
the company who is in default shall be punishable with imprisonment for aterm — which may
extend to three years or with fine which shall not be less than two lakh rupeesbut which may extend
to five lakh rupees, or with both.

A contract with the company to take up and pay for any debentures of the company may beenforced
by a decree for specific performance.

The Central Government may prescribe the procedure, for securing the issue of debentures, the form
of debenture trust deed, the procedure for the debenture-holders to inspect the trustdeed and to obtain
copies thereof, quantum of debenture redemption reserve required to be created and such other
matters.

EXECUTION OF INDEMNITY

If the Directors or any of them or any other persons shall become personally liable for the payment of any
sum primarily due from the Company, the Board may execute or cause to be executed any mortgage,
charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity
against any loss which the Directors or any one or more of them may suffer by reason of becoming or being
sureties or surety for the company.

CERTAIN POWERS OF THE BOARD

Without prejudice to the general powers conferred by these Articles and so as not in any way to limit or
restrict those powers, but subject however to the provisions of the Act, it is hereby expressly declared that
the Board shall have the following powers:

2838
1) To pay the costs, charges and expenses preliminary and incidental to the promotion, formation,
establishment, and registration of the Company.

2) Subject to Sections 179 and 188 and other applicable provisions of the Act, to purchase or otherwise
acquire for the Company any property, movable or immovable, rights or privileges which the
Company is authorized to acquire at or for such price or consideration and generally on such terms and
conditions as they may think fit and in any such purchase or other acquisition to accept such title as the
Board may believe or may be advised to be reasonably satisfactory.

3) At its discretion and subject to the provisions of the Act, to pay for any property, rights, privileges
acquired by or services rendered to the Company, either wholly or partially in cash or in shares, bonds,
debentures, mortgages or other securities of the Company and any such shares may be issued either as
fully paid up or with such amount credited as fully paid up thereon as may be agreed upon and any
such bonds, debentures, mortgages o other securities may be either specifically charges upon all or any
part of the property of the Company including its uncalled capital or not so charges.

4) To secure the fulfillment of any contracts, agreements or engagements entered into by the Company by
mortgage of charge of all or any of the property of the Company and its uncalled capital for the time
being or in such manner as they may think fit.

5) To appoint and at its discretion, remove or suspend, such managers, secretaries, officers, clerks, agents
and employees for permanent, temporary or special services as it may from time to time think fit and to
determine their power and duties and fix their salaries, emoluments remuneration and to require
security in such instances and of such amounts as it may think fit.

6) To accept from any member subject to the provisions of the Act, a surrender of his share or any part
thereof on such terms and condition as shall be agreed.

7) To appoint any person or persons (whether incorporated or not) to accept and hold in trust for the
Company any property belonging to the Company or in which it is interested or for any other purpose
and to execute and do all such deeds and things as may be required in relation to any such trust and to
provide for the remuneration of such trustee or trustees.

8) To institute, conduct, defend, compound or abandon any legal proceedings by or against the Company
or its officers or otherwise concerning the affairs of the Company and also to compound and allow
time for payment or satisfaction of any debts due or any claims or demands by or against the Company
and to refer any difference to arbitration and observe and perform the terms of any awards made
therein either according to Indian Law or according to Foreign Law and either in India or abroad and
observe and perform or challenge any award made therein.

9) To refer any claims or demands by or against the Company or any difference to arbitration and observe
and perform the awards.

10) To act on behalf of the Company in all matters relating to bankruptcy and insolvency.

11) To make and give receipts, releases and other discharges for money payable to the Company and for
the claims and demands of the Company.

12) To open and operate Bank Accounts, to determine from time to time who shall be entitled to sign, on
the Company’s behalf, bills, notes, receipts, acceptances, endorsements, cheques, dividend warrants,
releases, contracts and documents and to give the necessary authority for such purposes.

13) Subject to the provisions of the Act and these Articles from time to time to provide for the
management of the affairs of the Company in or outside India in such manner as it may think fit and in
particular to appoint any person to be the attorneys or agents of the Company with such person
(including the power to sub-delegate) and upon such terms as may be though fit.

14) Subject to the provisions of Sections 179,180, 185 of Act and other applicable provisions of the Act
and these Articles, to invest and deal with the moneys of the Company not immediately required for

289
the purpose thereof in or upon such security (not being shares in this Company) or without security and
in such manner as it may think fit and from time to time to vary or realize such investments save as
provided in Section 187 of the Act, all investments shall be made and held in the Company’s own
name.

15)

To execute in the name and on behalf of the Company in favour of any Director or other person who
may incur or be about to incur, any personal liability for the benefit of the Company, such mortgages
of the Company’s property (present and future) as it thinks fit and any such mortgage may contain a
power of sale and such other powers, covenants and provisions as shall be agreed upon.

16

To distribute by way of bonus amongst the staff of the Company a share or shares in the profits of the
Company and to give to any Director, officer or other person employed by the Company a commission
on the profits of any particular business or transaction and to charge such bonus or commission as a
part of working expenses of the Company.

17,

To provide for the welfare of employees or ex-employees of the Company and the wives and families
or the dependents or connections of such persons by building or contributing to the building of houses,
dwellings or chawls or by grants of money, pension, gratuity, annuities, allowances, bonuses or other
payments or by creating and from time to time subscribing or contributing to, provident fund and other
associations institutions, funds or trusts and by providing or subscribing or contributing towards places
of instruction or recreations, hospitals and dispensaries, medical and other attendance and other
assistance as the Board shall think fit.

18

To subscribe, incur expenditure or otherwise to assist or to guarantee money to charitable, benevolent,
religious, scientific, national or any other institutions or objects which shall have any moral or other
claim to support or aid by the Company either by reason of locality of operation or of public and
general utility or otherwise.

19)

Before recommending any dividend, to set aside, out of the profits of the Company, such sums as it
may think proper for depreciation or to a depreciation fund or to an insurance fund or as a reserve fund
or sinking fund or any special fund to meet contingencies to repay debentures or for debenture-stock or
for special dividends or for equalizing dividends or for repairing, improving, extending and
maintaining any of the property of the Company and for such other purposes (including the purposes
referred to in the last two preceding clauses) as the Board of Directors, may in its absolute discretion-
think conducive to the interest of the Company and subject to Section 292 of the Act to invest the
several sums so set aside or so much thereof as is required to be invested, upon such investments (other
than shares of this Company) as it may think fit and from time to time deal with and vary such
investments and dispose off and apply and expend all or any part the for the benefit of the Company, in
such manner & for such purposes as the Board of Directors in its absolute discretion think conducive
to the interest of the Company notwithstanding that the matters to which the Board of Directors applies
or upon which it expends the same or any part thereof may be matters to or upon which the capital
moneys of the Company might rightly be applied or expended and to divide the general reserve fund
into such special funds as the Board of Directors may think fit with full power to transfer the whole or
any portion of a reserve fund or division of reserve fund to another reserve fund and with full power to
employ the asset constituting all or any of the above funds including the depreciation fund in the
business of the Company or in the purchase or repayment of debentures or debenture-stock and that
without being bound to keep the same separate from the other assets and without being bound to pay
interest on ht same with power however to the Board of Directors at its discretion to pay or allow to the
credit of such funds, interest at such rate as the Board of Directors may think proper.

20

To pay and charge to the capital account of the Company any commission or interest lawfully payable
the out under the provisions of the Act and of the provision contained in these presents.

21

From time to time make, vary and repeal by-laws for regulation of the business of the Company, its
officers and servants.

22) To redeem redeemable preference shares.

23) Subject to provisions of the Act, for or in relation to any of the matters aforesaid or otherwise for the
290
184,

185.

purpose of the Company to enter in to all such negotiations and contracts and rescind and vary all such
contracts and execute and do all such acts, deeds and things in the name and on behalf of the Company
as they may consider expedient.

24)

To undertake any branch or kind of business which the company is expressly or by implication
authorized to undertake at such time or times as it shall think fit and to keep in abeyance any such
branch or kind of business even though it may have been actually commenced or not, so long as the
Board may deem it expedient not to commence or proceed with such branch or kind of business.

APPOINTMENT OF INDEPENDENT DIRECTOR

Pursuant to section 149 and rules as may be applicable and subject to the provisions of Schedule IV the
company shall appoint such number of independent directors from time to time as may be determined by
central government by the Central Government.

Every independent director shall at the first meeting of the Board in which he participates as a director and
thereafter at the first meeting of the Board in every financial year or whenever there is any change in the
circumstances which may affect his status as an independent director, give a declaration that he meets the
criteria of independence.

Notwithstanding anything contained in any other provision of this Act, but subject to the provisions of
sections 197 and 198, an independent director shall not be entitled to any stock option and may receive
remuneration by way of fee provided under sub-section (5) of section 197, reimbursement of expenses for
participation in the Board and other meetings and profit related commission as may be approved by the
members.

Subject to the provisions of section 152, an independent director shall hold office for a term up to five
consecutive years on the Board of a company, but shall be eligible for reappointment on passing of a
special resolution by the company and disclosure of such appointment in the Board's report.

No independent director shall hold office for more than two consecutive terms, but such independent
director shall be eligible for appointment after the expiration of three years of ceasing to become an
independent director:

Provided that an independent director shall not, during the said period of three years, be appointed in or be
associated with the company in any other capacity, either directly or indirectly.

Notwithstanding anything contained in this Act —

(i) an independent director;

(ii) a non-executive director not being promoter or key managerial personnel,

shall be held liable, only in respect of such acts of omission or commission by a company which had
occurred with his knowledge, attributable through Board processes, and with his consent or connivance or

where he had not acted diligently.

The provisions of sub-sections (6) and (7) of section 152 in respect of retirement of directors by rotation
shall not be applicable to appointment of independent directors.

KEY MANAGERIAL PERSONNEL
APPOINTMENT OF KEY MANAGERIAL PERSONNEL
1) — Subject to the provisions of Sections 203 and other applicable provisions, if any of the Act, Company
shall appoint whole-time key managerial personnel by means of a resolution of the Board containing

the terms and conditions of the appointment including the remuneration.

291
190.

191.

192.

193.

194.

195.

he continues to hold that office, be subject to retirement by rotation and he shall not be reckoned as a
Director for the purpose of determining the rotation of retirement of Directors or in fixing the number of
Directors to retire but (subject to the provision of any contract between him and the Company), he shall be
subject to the same provisions as to resignation and removal as the Directors of the Company and shall,
ipso facto and immediately, cease to be a Managing Director if he ceases to hold the office of Director from
any cause.

The Company shall not appoint or employ at the same time more than one of the following categories of
managerial personnel namely:-

a) Managing Director and
b) Manager.

and shall duly observe the provisions of Section 196 of the Act regarding prohibition of simultaneous
appointment of different categories of managerial personnel therein referred to.

THE SECRETARY

The Board may, from time to time, appoint and at its discretion, remove any individual (hereinafter called
the Secretary) to perform any function which by the Act are to be performed by the Secretary and to
execute any other ministerial or administrative duties which may from time to time be assigned to the
Secretary by the Board. The Board may also at any time appoint some persons (who need not be the
Secretary) to keep the registers required to be kept by the Company. The appointment of Secretary shall
conform to the provisions of Section 203 of the Act.

THE SEAL, ITS CUSTODY AND USE

The Board of Directors shall provide a Common Seal for the purpose of the Company and shall have power
from time to time to destroy the same and substitute a new Seal in lieu thereof and shall provide for the safe
custody of the Seal for time being and the Seal of the Company shall not be affixed to any instrument
except by the authority of a resolution of the Board of Directors and except in the presence of at least two
Director or such other person as the Directors may appoint for the purpose and the Directors or other
persons aforesaid shall sign every instrument to which the Seal of the Company is so affixed in their
presence.

MINUTES

1) The Company shall cause minutes of all proceedings of every General Meeting and all proceedings of
every meeting of its Board of /directors or of every Committee of the Board to be kept by making
within thirty days of the conclusion of every such meeting concerned, entries thereof in books kept for
that, their pages consecutively numbered.

2) Each page of every such book shall be initialed or signed and the last Page of the record of proceedings
of each meeting in such books shall be dated and signed.

(a) in the case of minutes of proceedings of a meeting of the Board or of a committee hereof, by the
Chairman of the next succeeding meeting.

(b) In the case of minutes of proceedings of a General Meeting, by the chairman of the same meeting
within the aforesaid period of thirty Days or in the event of the death or inability of that
Chairman within that period, by a Director duly authorized by the Board for the purpose.

Minutes of proceedings of every General Meeting and of the proceedings of every meeting of the Board
kept in accordance with the provisions of Article 198 above, shall be evidence of the proceedings recorded
therein.

Where minutes of the proceedings of every General Meeting of the Company or of any meeting of the
293
186.

187.

188.

189.

2) A whole-time key managerial personnel shall not hold office in more than one company except in its
subsidiary company at the same time:

Provided that nothing contained in this sub-clause shall disentitle a key managerial personnel from
being a director of any company with the permission of the Board:

Provided further that whole-time key managerial personnel holding office in more than one company
at the same time on the date of commencement of this Act, shall, within a period of six months from
such commencement, choose one company, in which he wishes to continue to hold the office of key
managerial personnel:

Provided also that a company may appoint or employ a person as its managing director, if he is the
managing director or manager of one, and of not more than one, other company and such appointment
or employment is made or approved by a resolution passed at a meeting of the Board with the consent
of all the directors present at the meeting and of which meeting, and of the resolution to be moved
thereat, specific notice has been given to all the directors then in India.

3) _ If the office of any whole-time key managerial personnel is vacated, the resulting vacancy shall be
filled-up by the Board at a meeting of the Board within a period of six months from the date of such
vacancy.

REMUNERATION OF KEY MANAGERIAL PERSONNEL

The remuneration of Key Managerial Personnel shall from time to time, be fixed by the Board and may be
by way of salary or commission or participation in profits or by any or all of these modes or in any other
form and shall be subject to the limitations prescribed in Schedule V along with Sections 196 and 197 of
the Act.

DIRECTORS MAY CONFER POWER ON MANAGING DIRECTOR
Subject to the provisions of the Act and to the restrictions contained in these Articles, Board may from time
to time entrust to and confer upon a Managing Director for the time being such of the powers exercisable
by the Board under these Articles 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 terms and conditions and with such restrictions as it
thinks expedient.
CERTAIN PERSONS NOT TO BE APPOINTED AS MANAGING DIRECTORS

No company shall appoint or continue the employment of any person as managing director, whole-time
director or manager who —

(a) is below the age of twenty-one years or has attained the age of seventy years:
Provided that appointment of a person who has attained the age of seventy years may be made by
passing a special resolution in which case the explanatory statement annexed to the notice for such
motion shall indicate the justification for appointing such person;

(b) is an undischarged insolvent or has at any time been adjudged as an insolvent;

(c) has at any time suspended payment to his creditors or makes, or has at anytime made, a composition
with them; or

(d) has at any time been convicted by a court of an offence and sentenced for a period of more than six
months.

A person shall not be eligible for appointment as a director of a company if such person suffers any of the
disqualifications provided under Section 164 of the Act.

Special to any contract between him and the Company, a Managing or Wholetime Director shall not, while
292
196.

197.

198.

Board or of a Committee of the Board have been kept in accordance with the provisions of article 199
above then, until the contrary is proved the meeting shall be deemed to have been duly called and held and
all proceedings thereat to have duly taken place and in particular all appointments of Directors or
liquidators made at the meeting shall be deemed to be Valid.

1) The books containing the minutes of the proceedings of any General Meeting of the Company shall be
kept at the registered office of the Company and shall be open for inspection of members without
charge between the hours 2 p.m. and 5 p.m. during business hours on each working day except
Saturday.

2) Any member of the Company shall be entitled to be furnished, within seven days after he has made a
request in writing in that behalf to the Company, with a copy of any minutes referred above on
payment of such sum not exceeding Ten Rupees for every page thereof required to be copied.

3) Inno case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid by
pasting or otherwise.

4) The minutes of different meetings shall contain a fair and correct summary of proceedings thereat.

5) All appointments of officers made at any of the meetings aforesaid shall be included in the minutes of
the meeting.

6) In the case of a meeting of the Board of Directors or of a committee of the Board, the minutes shall
also contain -

(a) the names of the directors present at the meeting; and
(b) _ in the case of each resolution passed at the meeting, the names of the directors, if any, dissenting
from, or not concurring with the resolution.

7) Nothing contained in clauses (1) to (6) there shall not be included in the minutes, any matter which, in
the opinion of the Chairman of the meeting —

(a) is or could reasonably be regarded as defamatory of any person; or
(b) _ is irrelevant or immaterial to the proceedings; or
(c) _ is detrimental to the interests of the company.

The Chairman shall exercise and absolute discretion in regard to the inclusion or non-inclusion of any
matters in the minutes on the grounds specified in this clause.

PRESUMPTIONS TO BE DRAWN WHERE MINUTES DULY DRAWN AND SIGNED

Where minutes of the proceedings of any general meeting of the Company or of any meeting of its Board of
Directors of a Committee of the Board have been kept in accordance with the provisions of Section 118 of
the act then, until the contrary is proved, the meting shall be deemed to have been duly called and held, and
all proceedings thereat to have duly taken place and in particular all appointments of directors of
Liquidators made at the meeting shall be deemed to be valid and the minutes shall be evidence of the
proceedings recorded therein.

DIVIDENDS

1) No dividend shall be declared or paid by a company for any financial year except —

a) out of the profits of the company for that year arrived at after providing for depreciation or out of
the profits of the company for any previous financial year or years arrived at after providing for
294
199.

200.

201.

depreciation in accordance with the provisions of that sub-section and remaining
undistributed, or out of both; or

b) out of money provided by the Central Government or a State Government for the payment of
dividend by the company in pursuance of a guarantee given by that Government: Provided that a
company may, before the declaration of any dividend in any financial year, transfer such
percentage of its profits for that financial year as it may consider appropriate to the reserves of the
company:

Provided further that where, owing to inadequacy or absence of profits in any financial year, any
company proposes to declare dividend out of the accumulated profits earned by it in previous
years and transferred by the company to the reserves, such declaration of dividend shall not be
made except in accordance with such rules as may be determined by central government in this
behalf:

Provided also that no dividend shall be declared or paid by a company from its reserves other than
free reserves.

2) The depreciation shall be provided in accordance with the provisions of Schedule II of the act.

3) The Board of Directors of a company may declare interim dividend during any financial year out of the
surplus in the profit and loss account and out of profits of the financial year in which such interim
dividend is sought to be declared:

Provided that in case the company has incurred loss during the current financial year up to the end of
the quarter immediately preceding the date of declaration of interim dividend, such interim dividend
shall not be declared at a rate higher than the average dividends declared by the company during the
immediately preceding three financial years.

4) The amount of the dividend, including interim dividend, shall be deposited in a scheduled bank in
separate account within five days from the date of declaration of such dividend.

5) No dividend shall be paid by a company in respect of any share therein except to the registered
shareholder of such share or to his order or to his banker and shall not be payable except in cash:

Provided that nothing in this sub-section shall be deemed to prohibit the capitalization of profits or
reserves of a company for the purpose of issuing fully paid-up bonus shares or paying up any amount
for the time being unpaid on any shares held by the members of the company:

Provided further that any dividend payable in cash may be paid by cheque or warrantor in any
electronic mode to the shareholder entitled to the payment of the dividend.

6) A company which fails to comply with the provisions of sections 73 and 74 shall not, so long as such
failure continues, declare any dividend on its equity shares.
DIVIDEND TO JOINT HOLDERS

Any one of several persons who are registered as joint holders of any Shares may give effectual receipts for
all dividends or bonus and payments on account of dividends in respect of such Shares.

Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends
shall be declared and paid according to the amounts paid or credited as paid on the shares in respect

whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company,

dividends may be declared and paid according to the amounts of the shares.
No amount paid or credited as paid on a share in advance of calls shall be treated as paid up on the share.

APPORTIONMENT OF DIVIDENDS
All dividends shall be apportioned and paid proportionate to the amounts paid or credited as paid on the
295
shares, during any portion or portions of the period in respect of which the dividend is paid, but if any share
is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for
dividend accordingly.

DECLARATION OF DIVIDENDS
202. | The Company in General Meeting may, subject to the provisions of Section 123 of the Act, declared a
dividend to be paid to the members according to their right and interests in the profits and may fix the time
for payment.

RESTRICTION ON AMOUNT OF DIVIDEND

203. No larger dividend shall be declared than is recommended by the Board, but the Company in General
Meeting may declare a smaller dividend.

DIVIDEND OUT OF PROFITS ONLY AND NOT TO CARRY INTEREST
204.
1) No dividend shall be payable except out of the profits of the Company arrived at as stated in Section
123 of the Act.
2) The declaration of the Board as to the amount of the net profits of the Company shall be conclusive.

INTERIM DIVIDENDS

205. The Board of Directors may from time to time pay the members such interim dividends as appears to it to
be justified by the profits of the Company in accordance with Section 123 of the Act.

DEBTS MAY BE DEDUCTED

206. The Board may retain any dividends payable on shares on which the Company has a lien and may apply the
same in or towards the satisfaction of the debts, liabilities or engagements in respect of which lien exists.

DIVIDEND AND CALL TOGETHER

207. Any General Meeting declaring an dividend may make a call on the members of such amount as the
meeting fixes but so that the call on each members shall not exceed the dividend payable on him and so that
the call may be made payable at the same time as the dividend and dividend may; if so arranged between
the Company and the member, be set off against the call.

EFFECT OF TRANSFER

208. Right to dividend, right shares and bonus shares shall be held in abeyance pending registration of transfer
of shares in conformity with the provision of Section 126 of the Act.

RETENTION IN CERTAIN CASES

209. The Board may retain the dividends payable upon share in respect of which any person is under Articles
entitled to become a member of which any person under that Article is entitled to transfer until such person
shall become a member in respect of such shares or shall duly transfer the same.

NO MEMBER TO RECEIVE INTEREST OR DIVIDEND WHILST INDEBTED TO THE COMPANY
ANDCOMPANY’S RIGHT TO REIMBURSEMENT THERE OUT

210. | No member shall be entitled to receive payment of an interest or dividend in respect of his own share or
shares whilst any money may be due or owing from him to the Company in respect of such share or shares
otherwise howsoever either alone or jointly with any other person or persons and the Board may deduct
from the interest or dividend payable to any shareholder all sums or money so due from him to the

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212.

213.

Company.
PAYMENT BY POST

Any dividend payable in cash may be paid by cheque or warrant sent through the post directly to the
registered address of the shareholder entitled to the payment of the dividend or in the case of joint
shareholders to the registered address of that one whose name stands first on the Register of Members in
respect of the joint shareholding or to such persons and to such address as the shareholders of the joint
shareholders may in writing direct and every cheque or warrant so send shall be made payable to the order
of the person to whom it is sent and the Company shall not be responsible or liable for any cheque or
warrant lost in transit or for any dividend lost to the member or person entitled thereto by the forged
endorsement of any cheque or warrant of the fraudulent recovery thereof by any other means. The
Company may, if it thinks fit, call upon the shareholders when applying for dividends or bonus to produce
their share certificates at the registered office or other place where the payment of dividend is to be made.

DIVIDEND TO BE PAID WITHIN THIRTY DAYS

The Company shall pay dividend or send the warrant in respect thereof to the shareholder entitled to the
payment of the dividend within Thirty days from the date of the declaration of the dividend unless:

(a) _ the dividend could not be paid by reason of the operation of any law or

(b) a shareholder has given directions to the Company regarding the payment of dividend and these
directions can not be complied with or

(c) _ there is dispute, regarding the right to receive the dividend or

(d) the dividend has been lawfully adjusted by the Company against any sum due to it from the
shareholder or

(e) for any other reason, the failure to pay the dividend or to post the warrant within the period aforesaid
was not due to any default on the part of the Company.

UNPAID OR UNCLAIMED DIVIDEND

1) Where a dividend has been declared by a company but has not been paid or claimed within thirty days
from the date of the declaration to any shareholder entitled to the payment of the dividend, the
company shall, within seven days from the date of expiry of the said period of thirty days, transfer the
total amount of dividend which remains unpaid or unclaimed to a special account to be opened by the
company in that behalf in any scheduled bank to be called the Unpaid Dividend Account.

2) The company shall, within a period of ninety days of making any transfer of an amount under sub-
section (1) to the Unpaid Dividend Account, prepare a statement containing the names, their last
known addresses and the unpaid dividend to be paid to each person and place it on the website of the
company, if any, and also on any other website approved by the Central Government for this purpose,
in such form, manner and other particulars as may be determined by central government.

3) If any default is made in transferring the total amount referred to in sub-section (1)or any part thereof
to the Unpaid Dividend Account of the company, it shall pay, from the date of such default, interest on
so much of the amount as has not been transferred to the said account, at the rate of twelve per cent.
per annum and the interest accruing on such amount shall endure to the benefit of the members of the
company in proportion to the amount remaining unpaid to them.

4) Any person claiming to be entitled to any money transferred under sub-section (1)to the Unpaid
Dividend Account of the company may apply to the company for payment of the money claimed.

5) Any money transferred to the Unpaid Dividend Account of a company in pursuance of this section
which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be
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6)

transferred by the company along with interest accrued, if any, thereon to the Fund established under
sub-section (1) of section 125 and the company shall send a statement in the prescribed form of the
details of such transfer to the authority which administers the said Fund and that authority shall issue a
receipt to the company as evidence of such transfer.

All shares in respect of which unpaid or unclaimed dividend has been transferred under sub-section (5)
shall also be transferred by the company in the name of Investor Education and Protection Fund along
with a statement containing such details as may be determined by central government and that there
shall be no forfeiture of unclaimed dividends before the claim becomes barred by law:

Provided that any claimant of shares transferred above shall be entitled to claim the transfer of shares
from Investor Education and Protection Fund in accordance with such procedure and on submission of
such documents as may be determined by central government.

CAPITALIZATION OF RESERVES

Any General Meeting may, upon the recommendation of the Board resolve that any moneys,
investments or other assets forming part of the undistributed profits of the Company standing to the
credit of any of the profit and loss account or any capital redemption reserve fund or in hands of the
Company and available for dividend or representing premium received on the issue of shares and
standing to the credit of the share premium account be capitalized and distributed amongst such of the
shareholders as would be entitled to receive the same if distributed by way of dividend and in the same
proportions on the footing that they become entitled thereto as capital and that all or any part of such
capitalized fund shall not be paid in cash but shall be applied subject to the provisions contained in
clause (b) hereof on behalf of such shareholders in full or towards:

(1) Paying either at par or at such premium as the resolution may provide any unissued shares or
debentures or debenture-stock of the Company which shall be allotted, distributed and credited as
fully paid up to and amongst such members in the proportions aforesaid; or

(2) Paying up any amounts for the time being remaining unpaid on any shares or debentures or
debenture-stock held by such members respectively; or

(3) Paying up partly in the way specified in sub-clause (1) and partly in that specified in sub-clause
(2) and that such distribution or payment shall be accepted by such shareholders in full
satisfaction of their interest in the said capitalized sum.

(1) Any moneys, investments or other assets representing premium received on the issue of shares
and standing to the credit of share premium account; and

(2) If the Company shall have redeemed any redeemable preference shares, all or any part of any
capital redemption fund arising from the redemption of such shares may, by resolution of the
Company be applied only in paying up unissued shares of the Company to be issued to members
of the Company as fully paid bonus shares to be issued to such members of the Company as the
General Meeting may resolve up to an amount equal to the nominal amount of the shares so
issued.

Any General Meeting may resolve that any surplus moneys arising from the realization of any capital
assets of the Company or any investments representing the same or any other undistributed profits of
the Company not subject to charge for income-tax be distributed amongst the members on the footing
that they receive the same as capital.

For the purpose of giving effect to any such resolution, the Board may settle any difficulty which may

arise in regard to the distribution of payment as aforesaid as it thinks expedient and in particular it may

issue fractional certificates and may fix the value for distribution of any specific assets and may

determine that cash payments be made to any members on the footing of the value so fixed and may

vest any such cash, share, debentures, debenture-stock, bonds or other obligation in trustees upon such

trust for the persons entitled thereto as may seem expedient to the Board and generally may make such
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216.

217.

(yy

(2)

(3)
(4)

arrangement for acceptance, allotment and sale of such shares, debentures, debenture-stock, bonds or
other obligations and fractional certificates or otherwise as it may think fit.

If and whenever any share becomes held by any member in fraction, the Board may subject to the
provisions of the Act and these Articles and to the directions of the Company in General Meeting, if
any, sell the shares which members hold in fractions for the best price reasonably obtainable and shall
pay and distribute to and amongst the members entitled to such shares in due proportion the net
proceeds of the sale thereof, for the purpose of giving effect to any such sale, the Board may authorize
any person to transfer the shares sold to the purchaser thereof, comprised in any such transfer and he
shall not be bound to see to the application of the purchase money nor shall his title to the shares be
affected by any irregularity or of invalidity in the proceedings with reference to the sale.

Where required; a proper contract shall be delivered to the Registrar for registration in accordance with
Section 39 of the Companies Act 2013 and the Board may appoint any person to sign such contract on
behalf of the persons entitled to the dividend or capitalized fund and such appointment shall be
effective.

FRACTIONAL CERTIFICATES

Whenever such a resolution as aforesaid shall have been passed, the Board shall;

(a) make all appropriations and applications of the undivided profits resolved to be capitalized
thereby and all allotments and issues of fully paid Shares and

(b) Generally do all acts and things required to give effect thereto.

The Board shall have full power:

(a) to make such provision by the issue of fractional cash certificate or by payment in cash or
otherwise as it thinks fit, in the case of Shares becoming distributable in fractions, also

(b) _ to authorize any person to enter, on behalf of all the Members entitled thereto, into an agreement
with the Company providing for the allotment to them respectively, credited as fully paid up, of
any further Shares to which they may be entitled upon such capitalization or (as the case may
require) for the payment by the Company on their behalf by the application thereof of the
respective proportions of the profits resolved to be capitalized of the amounts remaining unpaid
on their existing Shares.

Any agreement made under such authority shall be effective and binding on all such Members.
that for the purpose of giving effect to any resolution, under the preceding paragraph of this Article,
the Directors may give such directions as may be necessary and settle any question or difficulties that

may arise in regard to any issue including distribution of new Shares and fractional certificates as they
think fit.

DIVIDEND IN CASH

No dividends shall be payable except in cash, provided that nothing in this Article shall be deemed to
prohibit the capitalization of the profits or reserves of the Company for the purpose of issuing fully paid up
bonus Shares or paying up any amount for the time being unpaid on any Shares held by Members of the
Company.

The Board shall give effect to the resolution passed by the Company in pursuance of all the above Articles.

BOOKS OF ACCOUNTS
BOOKS OF ACCOUNTS TO BE KEPT

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218.

219.

220.

221.

The Company shall cause to be kept proper books of account with respect to:

(i) all sums of money received and expended by a company and matters in relation to
which the receipts and expenditure take place;

(ii) all sales and purchases of goods and services by the company;
(iii) _ the assets and liabilities of the company; and

(iii) the items of cost as may be determined by central government under section 148 in the case of a
company which belongs to any class of companies specified under that section;

BOOKS WHERE TO BE KEPT AND INSPECTION

1) Every company shall prepare and keep at its registered office books of account and other relevant
books and papers and financial statement for every financial year which give a true and fair view of
the state of the affairs of the company, including that of its branch office or offices, if any, and
explain the transactions effected both at the registered office and its branches and such books shall be
kept on accrual basis and according to the double entry system of accounting.

All or any of the books of account aforesaid and other relevant papers may be kept at such other place
in India as the Board of Directors may decide and where such a decision is taken, the company shall,
within seven days thereof, file with the Registrar a notice in writing giving the full address of that
other place. The company may keep such books of account or other relevant papers in electronic
mode in such manner as may be determined by central government.

2) Where a company has a branch office in India or outside India, it shall be deemed to have complied
with the provisions of sub-clause (1), if proper books of account relating to the transactions effected
at the branch office are kept at that office and proper summarized returns periodically are sent by the
branch office to the company at its registered office or the other place referred to in sub-clause (1).

3) The books of account of every company relating to a period of not less than eight financial years
immediately preceding a financial year, or where the company had been in existence for a period less
than eight years, in respect of all the preceding years together with the vouchers relevant to any entry
in such books of account shall be kept in good order.

4) The Company may keep such books of accounts or other relevant papers in electronic mode in such
manner as may be prescribed.

INSPECTION BY MEMBERS

Board of Directors shall, from time to time, determine whether and to what extent and at what times and
places and under what conditions or regulations accounts the and books and the documents of the Company
or any of them shall be open to the inspection of the members and no member (not being a Director) shall
have any right of inspecting any account or book or document of the Company except as conferred statute
or authorised by the Board of Directors or by a resolution of the Company in General Meeting.

TRANSFER BOOKS AND REGISTER OF MEMBERS WHEN CLOSED

The Board shall have power on giving not less than seven days’ previous notice by advertisement in some
newspaper circulating in the district in which the office of the Company is situated, to close the Transfer
books, the Register of members or Register of debenture holders at such time or times and for such period
or periods, not exceeding thirty days at a time and not exceeding in the aggregate forty-five days in each
year.

If the transfer books have not been closed at any time during a year, the Company shall at least once a year,
close the books at the time of its Annual General Meeting. The minimum time gap between the two book

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222.

223.

224.

225.

226.

closures and/or record dates would be at least 30 (thirty) days.
STATEMENT OF ACCOUNTS TO BE LAID IN GENERAL MEETING

The Board of Directors shall from time to time, in accordance with Sections 129 and134 of the Act, cause
to be prepared and to be laid before the Company in General Meeting, such Balance Sheets, Profits & Loss
Accounts and reports as are required by these Sections.

FINANCIAL STATEMENT

Subject to the provisions of Section 129 of the Act, every Financial Statement of the Company shall be in
the forms set out in Schedule II of the Act, or as near there to as circumstances admit. So long as the
Company is a holding Company having a subsidiary the Company shall conform to Section 129 and other
applicable provisions of the Act.

If in the opinion of the Board, any of the current assets of the Company have not a value on realization in
the ordinary course of business at least equal to the amount at which they are stated, the fact that the Board
is of that option shall be stated.

AUTHENTICATION OF FINANCIAL STATEMENT

The Financial Statements shall be signed in accordance with the provisions of Section 134 of the said Act.
The Financial Statement, shall be approved by the Board of Directors before they are submitted to the
auditors for report thereon Profit and Loss Accounts to be Annexed and Auditors’ Report to be attached to
the Balance Sheet. The Profit and Loss Account shall be annexed to the Balance and the Auditors’ Report
including the Auditor’s separate, special or supplementary report, if any, shall be attached thereon.

BOARD’S REPORT TO BE ATTACHED TO FINANCIAL STATEMENT

Every Financial Statement laid before the Company in General Meeting shall have attached to it a Report
by the Board of Directors with respect to the State of the Company’s affairs and such other matters as
prescribed under Section 134 of the Act and the Rules made thereunder. The Report shall so far as it is
material for the appreciation of the state of the Company’s affairs by its members and will not in the
Board’s opinion be harmful to the business of the Company or of any of its subsidiaries deal with any
changes which have occurred during the financial year in the nature of the Company of Company’s
business, or of the Company’s subsidiaries or in the nature of the business in which the Company has an
interest. The board shall also give the fullest information and explanation in its Report or in cases falling
under the proviso to Section 129 of the Act in an addendum to that Report, on every reservation,
qualification or adverse remark contained in the Auditor’s Report. The Board’s Report and addendum (if
any) thereto shall be signed by its Chairman if he is authorized in that behalf by the Board; and where he is
not so authorized shall be signed by such number of Directors as are required to sign the Financial
Statements of the Company by virtue of sub-clauses (a) and (b) of Article 229.The Board shall have the
right to charge any person not being a Director with the duty of seeing that the provisions of sub-clauses (a)
and (b) of this Article are complied with. Every Financial Statement of the Company when audited and
approved and adopted by the members in the annual general meeting shall be conclusive except as regards
in matters in respect of which modifications are made thereto as may from time to time be considered
necessary by the Board of Directors and or considered proper by reason of any provisions of relevant
applicable statutes and approved by the shareholders at a subsequent general meeting.

RIGHT OF MEMBERS TO COPIES OF FINANCIAL STATEMENT AND AUDITOR’S REPORT

A copy of every Financial Statement and the auditor’s report and every other document required by law to
be annexed or attached, as the case may be; to the balance sheet which is to be laid before the Company in
General Meeting, shall be made available for inspection at the Registered Office of the Company during the
working hours for a period of 21 days before the date of the meeting. A statement containing the salient
features of such documents in the prescribed form or copies of the documents aforesaid as may be
permitted by Section 136 of the Act and as the Company may deem fit, will be sent to every member of the
Company and to every Trustees for the holders of any debentures issued by the Company, not less than 21
days before the meeting as laid down in Section 136 of the Act. Provided that it shall not be necessary to

301
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228.

229.

send copies of the documents aforesaid to:

(a) to a member or holder of the debenture of the Company who is not entitled to have the notice of
general meeting of the Company sent to him and whose address the Company is unaware;

(b) to more than one of the joint holder of any shares or debentures some of whom are and some of whom
are not entitled to have such notice sent to them, by those who are not so entitled.

A COPY OF THE FINANCIAL STATEMENT ETC. TO BE FILED WITH REGISTRAR

After the Financial Statements have been laid before the Company at the annual general Meeting, a copy of
the Financial Statement duly signed as provided under Section 137 of the Act together with a copy of all
documents which are required to be annexed there shall be filed with the Registrar so far as the same be
applicable to the Company.

RIGHT OF MEMBER TO COPIES OF AUDITED FINANCIAL STATEMENT

(1) Without prejudice to the provisions of section 101, a copy of the financial statements, including
consolidated financial statements, if any, auditor’s report and every other document required by law
to be annexed or attached to the financial statements, which are to be laid before a company in its
general meeting, shall be sent to every member of the company, to every trustee for the debenture-
holder of any debentures issued by the company, and to all persons other than such member or
trustee, being the person so entitled, not less than twenty-one days before the date of the meeting.

The provisions of this clause shall be deemed to be complied with, if the copies of the documents are
made available for inspection at its registered office during working hours for a period of twenty-one
days before the date of the meeting and a statement containing the salient features of such documents
in the prescribed form or copies of the documents, as the company may deem fit, is sent to every
member of the company and to every trustee for the holders of any debentures issued by the company
not less than twenty-one days before the date of the meeting unless the shareholders ask for full
financial statements.

The Central Government may prescribe the manner of circulation of financial statements of
companies having such net worth and turnover as may be determined by central government and
company shall also place its financial statements including consolidated financial statements, if any,
and all other documents required to be attached thereto, on its website, which is maintained by or on
behalf of the company.

Provided also that every subsidiary or subsidiaries shall —

(a) place separate audited accounts in respect of each of its subsidiary on its website, if any;
(b)provide a copy of separate audited financial statements in respect of each of its subsidiary, tony
shareholder of the company who asks for it.

(2) A company shall allow every member or trustee of the holder of any debentures issued by the
company to inspect the documents stated under sub-clause (1) at its registered office during business
hours.

ACCOUNTS TO BE AUDITED

(1) Once at least in every year they accounts of the Company shall be examined by one or more Auditors
who shall report to the shareholders as to whether the Balance Sheet reflects a true and fair view of
the state of affairs of the Company as at that date and the Profit and Loss Account discloses a true and
fair view of the profit and loss incurred by the Company during the year under review.

(2) The appointment, remuneration, rights, powers & duties of the Company’s Auditor shall be regulated
302
in accordance with the provision of the Act.

APPOINTMENT OF AUDITORS

230.

(1)Auditors shall be appointed and their qualifications, rights and duties regulated in accordance with
Section 139 to 143, 145 and 146 of the Act and rules made thereunder.

(2) The Company shall, at the first annual general meeting, appoint an individual or a firm as an auditor
who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual
general meeting and thereafter till the conclusion of every sixth meeting and the manner and
procedure of selection of auditors by the members of the company at such meeting shall be according
to the provisions of the Act.

Provided that the company shall place the matter relating to such appointment for ratification by
members at every annual general meeting.

Provided further that before such appointment is made, the written consent of the auditor to such
appointment, and a certificate from him or it that the appointment, if made, shall be in accordance
with the conditions as may be determined by central government, shall be obtained from the auditor:

Provided also that the certificate shall also indicate whether the auditor satisfies the criteria provided
in Section 141:

Provided also that the company shall inform the auditor concerned of his or its appointment, and also
file a notice of such appointment with the Registrar within fifteen days of the meeting in which the
auditor is appointed.

(3) At any Annual General Meeting a retiring Auditor by whatsoever authority appointed shall be
reappointed unless:

(a) he is not disqualified for re-appointment;
(b) he has not given the company a notice in writing of his unwillingness to be re-appointed; and

(c) a special resolution has not been passed at that meeting appointing some other auditor or
providing expressly that he shall not be re-appointed.

(4) The company shall not appoint or reappoint -

(a) an individual as auditor for more than one term of five consecutive years; and
(b) an audit firm as auditor for more than two terms of five consecutive years:

Provided that—

(i) an individual auditor who has completed his term under clause (a) shall not be eligible for re-
appointment as auditor in the same company for five years from the completion of his term.

(ii) an audit firm which has completed its term under clause (b), shall not be eligible for re-
appointment as auditor in the same company for five years from the completion of such term.

(5) Where at any annual general meeting, no auditor is appointed or re-appointed, the existing auditor
shall continue to be the auditor of the company.

POWER OF BOARD TO MODIFY FINAL ACCOUNTS

231. Every Balance Sheet and Profit and Loss Account of the Company when audited and adopted by the
Company in General Meeting shall be conclusive.

DOCUMENTS AND NOTICE
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233.

234.

235.

236.

SERVICES OF DOCUMENTS ON MEMBER BY COMPANY

Save as provided in this Act or the rules made thereunder for filing of documents with the Registrar in
electronic mode, a document may be served on Registrar or any member by sending it to him by post or by
registered post or by speed post or by courier or by delivering at his office or address, or by such electronic
or other mode as may be determined by central government:

Provided that a member may request for delivery of any document through a particular mode, for which he
shall pay such fees as may be determined by the company in its annual general meeting.

SERVICE OF DOCUMENTS ON COMPANY
A document may be served on a company or an officer thereof by sending it to the company or the officer
at the registered office of the company by registered post or by speed post or by courier service or by
leaving it at its registered office or by means of such electronic or other mode as may be determined by

central government:

Provided that where securities are held with a depository, the records of the beneficial ownership may be
served by such depository on the company by means of electronic or other mode.

“Service of documents on the Company”
Where securities are held in a Depository, the records of the beneficial ownership may be served by such
Depository on the Company by means of electronic mode or other mode in accordance with the Act and
rules made thereunder.
AUTHENTICATION OF DOCUMENTS AND PROCEEDINGS
Save as otherwise expressly provided in the Act, the rules made thereunder and these Articles, a document
or proceeding requiring authentication by a company; or contracts made by or on behalf of a company, may
be signed by any key managerial personnel or an officer of the company duly authorized by the Board in
this behalf.
REGISTERS AND DOCUMENTS
REGISTERS AND DOCUMENTS TO BE MAINTAINED BY THE COMPANY

The Company shall keep and maintain registers, books and documents required by the Act or these
Articles, including the following:

(a) Register of investments made by the Company but not held in its own name, as required by Section
187(3) of the Act.

(b) Register of mortgages and charges as required by Section85 of the Act.
(c) Register and index of Member and debenture holders as required by Section 88 of the Act.

(d) Register of contracts, with companies and firms in which Directors are interested as required by
Section 189 of the Act.

(e) Register of Directors and key managerial personnel and their shareholding under Section170 of the
Act.

(f) Register of loans, guarantee, security and acquisition made by the company under Section 186 (9) of
the Act.

(g) Copies of annual returns prepared under Section 92 of the Act together with the copies of certificates
and documents required to be annexed thereto.
304
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238.

239.

240.

241.

MAINTENANCE AND INSPECTION OF DOCUMENTS IN ELECTRONIC FORM
Without prejudice to any other provisions of this Act, any document, record, register, minutes, etc.,—
(a)required to be kept by a company; or

(b)allowed to be inspected or copies to be given to any person by a company under this Act, may be kept or
inspected or copies given, as the case may be, in electronic form in such form and manner as may be
determined by the Central Government.

INDEMNITY

Every officer of the company shall be indemnified out of the assets of the company against any liability
incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his
favour or in which he is acquitted or in which relief is granted to him by the court or the Tribunal.

WINDING UP

DISTRIBUTION OF ASSETS

(a) If the Company shall be wound up, whether voluntarily or otherwise, the Liquidator may, with the
sanction of a Special Resolution, divide amongst the contributories in specie or kind, any part of the
assets of the Company and may, with the like sanction, vest any part of the assets of the Company in
trustees upon such trusts for the benefit of the contributories or any of them, as the liquidator, with the
like sanction, shall think fit.

(b) If thought expedient any such division may subject to the provisions of the Act be otherwise than in
accordance with the legal rights of the contributions (except where unalterably fixed by the
Memorandum of Association and in particular any class may be given preferential or special rights or
may be excluded altogether or in part but in case any division otherwise than in accordance with the
legal rights of the contributories, shall be determined on any contributory who would be prejudicial
thereby shall have a right to dissent and ancillary rights as if such determination were a Special
Resolution passed pursuant to Section 319 of the Act.

(c) Incase any Shares to be divided as aforesaid involve a liability to calls or otherwise any person entitled
under such division to any of the said Shares may within ten days after the passing of the Special
Resolution by notice in writing direct the Liquidator to sell his proportion and pay him the net
proceeds and the Liquidator shall, if practicable act accordingly.

RIGHT OF SHAREHOLDERS IN CASE OF SALE

A Special Resolution sanctioning a sale to any other Company duly passed pursuant to provisions of the
Companies Act, 2013may subject to the provisions of the Act in like manner as aforesaid determine that
any Shares or other consideration receivable by the liquidator be distributed against the Members otherwise
than in accordance with their existing rights and any such determination shall be binding upon all the
Members subject to the rights of dissent and consequential rights conferred by the said sanction.

SECRECY CLAUSE

No member or other person (not being a Director) shall be entitled to visit or inspect any property or
premises or works of the Company without the permission of the Board or to require discovery of or any
information respecting any detail of the Company’s trading or any matter which is or may be in the nature
of a trade secret, mystery of trade, secret process or any other matter which may relate to the conduct of the
business of the Company and which in the opinion of the Board, it would be inexpedient in the interest of
the Company to disclose Secrecy undertaking.

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243.

Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Committee agents, officer, servant,
accountant or other person employed in the business of the Company shall, when required, sign a
declaration pledging himself to observe strict secrecy respecting all transactions of the Company with the
customers and the state of accounts with individual and in matters relating thereto and shall by such
declaration pledge himself not to reveal any of the matters which my come to his knowledge in the
discharge of his duties, except when required so to do by the Board or by any meeting of the shareholders,
if any or by a Court of Law the person to whom matters relate and except so far as may be necessary in
order to comply with any of the provision in these present contained.

KNOWLEDGE IMPLIED

Each member of the Company, present and future, is to be deemed to join the Company with full
knowledge of all the contents of these presents.

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SECTION XIV - OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by our
Company or contracts entered into more than two (2) years before the date of filing of this Prospectus) which are or
may be deemed material have been entered or are to be entered into by our Company. These contracts, copies of
which will be attached to the copy of the Prospectus will be delivered to the RoC for registration and also the
documents for inspection referred to hereunder, may be inspected on working days between 10.00 a.m. to 5.00 p.m.
at the Registered Office of our Company located at 303/304/305, Simran Plaza, Khar 4" Road, Next to Regal
Enclave Hotel, Khar (West), Mumbai — 400 052, Maharashtra, India from date of filing the Prospectus with RoC till
the Issue Closing Date on working days from 10.00 a.m. to 5.00 p.m.

Material Contracts

DD)

2)

3)

4)
5)
6)

7)

Memorandum of Understanding dated November 30, 2020between our Company and the Lead Manager to the
Issue.

Registrar Agreement dated March 27, 2019between our Company and the Registrar to the Issue.

Underwriting Agreement dated November 30, 2020between our Company and Underwriters- Lead Manager
and Market Marker.

Market Making Agreement dated January 20, 2021 between our Company, Lead Manager and Market Maker.
Tripartite agreement among the NSDL, our Company and the Registrar to the Issue dated April 26, 2019.
Tripartite agreement among the CDSL, our Company and the Registrar to the Issue dated March 30, 2019.

Escrow Agreement dated June 18,2019 and addendum to agreement dated January 20,2021 signed between our
Company, the Lead Manager, Banker(s) to the Issue/ Escrow Collection Bank(s) and the Registrar to the Issue.

Material Documents

1)

2)

3)

4)

5)

6)

7)

Certified true copy of the Memorandum and Articles of Association of our Company, as amended from time to
time including certificates of incorporation.

Copy of resolution passed at the meeting of the Board of Directors of our Company dated October 24, 2020,
authorizing the Fresh Issue of Equity Shares.

Copy of special resolution of the shareholders passed at the Extra Ordinary General Meeting dated November
02, 2020, authorizing the Fresh Issue of Equity Shares.

Copy of resolution passed at the board meeting held on August 09, 2018 and subsequently shareholders meeting
held on September 15, 2018 for fixing the term of appointment and the remuneration of Mrs. Rachana Zuzer
Lucknowala , Managing Director.

Statement of Tax Benefits dated Dec 29, 2020, issued by M/s Ramanand& Associates, Chartered Accountants,
Independent Peer Review Certified Auditor to the Company.

Peer Review/ Independent Auditor's Report dated Dec 29, 2020issued by M/s Ramanand& Associates,
Chartered Accountants, on the Restated Financial Statements for period ending on September 30, 2020and for
the financial years ending March 31, 2020, 2019 and 20180f our Company.

Consents of our Promoter, Directors, Company Secretary and Compliance Officer, Chief Financial Officer, the
Lead Manager, the Registrar to the Issue, the Statutory Auditors to the Company, Peer Reviewed Auditor, the
Legal Advisor to the Issue, Banker(s) to the Company, Market Maker(s), Underwriter(s), and the Banker(s) to
the Issue/ Escrow Collection Bank(s) to act in their respective capacities.

307
8) Copy of approval from NSE vide letter dated February 03,2021, to use the name of NSE in this offer document
for listing of Equity Shares on EMERGE Platform of NSE Ltd.

9) Due Diligence Certificate dated January 06,2021 from the Lead Manager to NSE.

10) Due Diligence Certificate dated February 12, 2021 from the Lead Manager to be submitted to SEBI along with
the filing of the Prospectus.

None of the contracts or documents mentioned in the Prospectus may be amended or modified at any time if so

required in the interest of our Company or if required by the other parties, without reference to the shareholders
subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

308
DECLARATION

We hereby declare that, all the relevant provisions Companies Act, 2013 and the rules, guidelines and regulations
issued by the Government of India or the regulations/ guidelines issued by Securities and Exchange Board of India,
as the case may be, have been complied with and no statement made in this Prospectus is contrary to the provisions
of the Companies Act, 2013 ( to the extent notified), the Securities and Exchange Board of India Act, 1992 or rules
made there under or regulations/ guidelines issued, as the case may be. We further certify that all statements in this
Prospectus are true and correct.

SIGNATURE BY ALL THE DIRECTORS OF OUR COMPANY
Name of the Directors Signature
Mrs Rachana Zuzer Lucknowala

Managing Director
DIN No.: 02466195

 

Mr. Armaan Zuzer Lucknowala
Non-Executive Director
DIN No.: 07961568

 

Mr. Kartikeya Girish Desai
Independent Director
DIN No.: 06676124

 

Mr. Manish HeeralalChandak
Independent Director
DIN No.:08220007

 

Mr. Firoz Hatim Lucknowala
Executive Director
DIN No.:01553122

 

Mr. Sameer Prem Bhagat
Independent Director
DIN No.08614642

 

SIGNED BY THE CHIEF EXECUTIVE OFFICER OF OUR COMPANY

Mr. Zuzer H. Lucknowala

 

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY

Mrs. Phyllis Polekad

 

SIGNED BY THE COMPANY SECRETARY & COMPLIANCE OFFICER

Ms.Namrata Subhashsingh Negi
PLACE: Mumbai

DATE: February 12, 2021

309
