BIGBLOC CONSTRUCTION LIMITED

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Information Memorandum

May 31, 2016

BIGBLOC CONSTRUCTION LIMITED

(OurCompany was incorporated as Bigbloc Construction Limited on June17, 2015 under the Companies Act, 2013with the Registrar of

Companies Ahmedabad.The Corporate Identification Number of ourCompany is U45200GJ2015PLC083577).

Registered Office: 6th Floor, A-601/B, International Trade Centre, Majura Gate, Ring Road, Surat, Gujarat – 395 002;

Tel.: +91 261 2463261-63 Fax: +91 261 2463264

Contact Person: Mr. Sumit Nirmal Das, Company Secretary

Website:www.nxtbloc.in; Email:[email protected]

OUR PROMOTER: MR. NARESH SITARAM SABOO, MR. NARYAN SITARAM SABOO

INFORMATION MEMORANDUM FOR LISTING OF 1,41,57,575 EQUITY SHARES OF ` 10 EACH ISSUED

BY BIGBLOC CONSTRUCTION LIMITED (THE “COMPANY” / “BCL”) PURSUANT TO THE SCHEME

OF ARRANGEMENTAND DEMERGER (THE “SCHEME”)

NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THE INFORMATION

MEMORANDUM

GENERAL RISKS

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in

the Equity Shares of the Company unless they can afford to take the risk of losing part or all of their investment.

Investors are advised to read the risk factors carefully before taking an investment decision in the Equity Shares of our

Company. For taking an investment decision, investors must rely on their own examination of the Company including

the risks involved. Specific attention of investors is invited to the section titled “Risk Factors” given on Page 5 of the

Information Memorandum.

ABSOLUTE RESPONSIBILITY OF BIGBLOC CONSTRUCTION LIMITED

Bigbloc Construction Limited having made all reasonable inquiries, accepts responsibility for and confirms that the

Information Memorandum contains all information with regard to our Company, which is material, and that the

information contained in the Information Memorandum is true and correct in all material aspects and is not misleading

in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other

facts, the omissions of which makes the Information Memorandum as a whole or any of such information or the

expression of any such opinions or intentions misleading in any material respect.

LISTING

The Equity Sharesof our Company are proposed to be listed on the National Stock Exchange of India Limited (NSE) and

BSE Limited (BSE). Our Company has submitted the Information Memorandum with NSE & BSE and the same has

been made available on our Company‟s website viz www.nxtbloc.in.The Information Memorandum would also be made

available on the website of NSE (www.nseindia.com) and BSE (www.bseindia.com).

REGISTRAR AND SHARE TRANSFER AGENT

Adroit Corporate Services Private Limited

SEBI Regn. No.: INR000002227

19, Jafebhoy Ind Estate,

Makwana Road, Marol Naka,

Andheri (East), Mumbai, Maharashtra–400 059

Tel.: +91 022 28596060, 28594060, 40053636, 40052115

Fax : +91 022 28503748

Email : [email protected]

Website: www.adroitcorporate.com

Contact Person: Mr. Pratap Pujare

http://www.nxtbloc.in/

mailto:[email protected]


http://www.nseindia.com/

http://www.bseindia.com/

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TABLE OF CONTENTS

Title Page No.

DEFINITIONS, ABBREVIATIONS AND INDUSTRY RELATED TERMS 01

CURRENCY OF FINANCIAL PRESENTATION AND USE OF MARKET DATA 03

FORWARD LOOKING STATEMENT 04

RISK FACTORS 05

SUMMARY OF INDUSTRY AND BUSINESS 14

SUMMARY OF FINANCIAL STATEMENTS 17

GENERAL INFORMATION 20

CAPITAL STRUCTURE 23

SCHEME OF ARRANGEMENT 35

STATEMENT OF TAX BENEFITS 36

INDUSTRY OVERVIEW 41

OUR BUSINESS 45

HISTORY AND CERTAIN CORPORATE MATTERS 48

OUR MANAGEMENT 49

OUR PROMOTER 54

OUR PROMOTER GROUP 55

DIVIDEND POLICY 69

FINANCIAL INFORMATION 70

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENT 92

OTHER REGULATORY AND STATUTORY DISCLOSURES 95

MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION 98

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 99

DECLARATION 100

1

DEFINITIONS, ABBREVIATIONS AND INDUSTRY RELATED TERMS

Company Related Terms

Term Description

“BCL”, "the Company”,

"our Company", “we”, “us”

or “our”

Unless the context otherwise requires, refers to, Bigbloc Construction

Limited, a public limited company incorporated under the Companies

Act, 2013

“MIL” Unless the context otherwise requires, refers to, Mohit Industries

Limited, a public limited company incorporated under the Companies

Act, 1956

Articles / Articles of

Association / AOA

The Articles of Association of our Company, as amended from time to

time

Statutory Auditors / Auditors The Statutory Auditors of our Company, M/s RKM & Co., Chartered

Accountants

Board of Directors / the

Board / our Board

The Board of Directors of Bigbloc Construction Limited and includes

its committee thereof

Directors / our Directors The Director(s) of Bigbloc Construction Limited, unless otherwise

specified

Memorandum /

Memorandum of

Association / MOA

The Memorandum of Association of our Company, as amended from

time to time

Registered Office / Our

Registered Office

Registered Office of our Company situated at 6th

Floor, A-601/B,

International Trade Centre, Majura Gate, Ring Road, Surat, Gujarat –

395 002

Promoter Mr. Naresh Sitaram Saboo, Mr. Naryan Sitaram Saboo

Conventional and General Terms / Abbreviations

Term Description

Act or Companies Act Companies Act, 1956, as amended (without reference to the sections thereof

that have ceased to have effect upon notification of sections of the Companies

Act, 2013) (the “Companies Act, 1956”) read with the applicable provisions of

the Companies Act, 2013, to the extent notified and in effect (the “Companies

Act, 2013”), the “Companies Act”)

AGM Annual General Meeting

Applicable Laws Any statute, notification, bye-laws, rules, regulations, guidelines, Common

law, policy code, directives, ordinance, schemes, notices, orders or

instructions, lawsenacted or issued or sanctioned by any appropriate authority

in India includingany modifications or re-enactment thereof for the time being

in force.

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

India

BSE BSE Limited

CDSL Central Depository Services (India) Limited

Court or High Court Hon‟ble High Court of Gujarat at Ahmedabad

Depositories Act The Depositories Act, 1996, as amended from time to time

Depository / Depositories A depository registered with SEBI under the SEBI (Depositories and

Participant) Regulations, 1996, as amended from time to time, in this case

being NSDL and CDSL

Depository Participant / DP Depository participant as defined under the Depositories Act, 1996

EGM Extraordinary General Meeting

EPS Earnings per Equity Share

Equity Shares Equity Shares of our Company of face value `10 each, unless otherwise

specified in the context thereof

Financial Year / Fiscal Year

/FY

Twelve months ending on March 31 of a particular year

HUF Hindu Undivided Family

Indian GAAP Generally Accepted Accounting Principles in India

2

Term Description

Information Memorandum This document dated May 31, 2016 filed with BSE and NSE and referred to as

the Information Memorandum

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

PAN Permanent Account Number

RBI Reserve Bank of India

SCRA Securities Contracts (Regulation) Act, 1956 as amended from time to time

SCRR Securities Contracts (Regulations) Rules, 1957 as amended from time to time

SEBI The Securities and Exchange Board of India constituted under the SEBI Act

SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to

time

Stock Exchange(s) Shall refer to the NSE and the BSE where the Equity Shares of Bigbloc are

proposed to be listed.

Composite Scheme of Arrangement related terms

Term Description

AAC Block Division Division of Demerged Undertaking situated at Survey No. 279/7 Palikee 1 &

2, Khata No. 1076, Moje Khatalwada Manda Road, Umargaon, Valsad,

Gujarat, India

Appointed Date Appointed date means 01.04.2015 or such other date as may be approved by

the Honorable High Court of Gujarat at Ahmedabad.

Demerged Company Demerged Company means Mohit Industries Limited

Demerged Undertaking The business undertaking comprising of the AAC BlockDivision of the

Demerged Company, comprising of its respective assets and liabilities (more

specifically described in the Scheme), on a going concern basis

Effective Date The date on which certified copies of the Orders of the Hon‟ble High Court of

Gujarat at Ahmedabad under sections 391 to 394 of the Act sanctioning the

scheme are filed with the Registrar of Companies, Ahmedabad, Gujarat, by the

Demerge Company and the Resulting Company.

High Court Hon‟ble High Court of Gujarat at Ahmedabad which may include the National

Company Law Tribunal or any other Forum as may be established under the

provisions of the Act.

Record Date Date wherein the Board of Directors of MIL identify the equity shareholders of

MIL for the purpose of issuance and allotment of consideration by way of

equity shares under the Scheme.

Remaining Undertaking Remaining Undertaking means all the business of the Demerged Company

other than those transferred to and vested in, the Resulting Company pursuant

to this Scheme i.e Remaining Undertaking of MIL other than that of AAC

Block

“Scheme” or “the Scheme” or

“Scheme of Arrangement”

Scheme of Arrangement in the nature of Demerger in its present form or with

any modification and as approved or directed by the Hon‟ble High Court of

Gujarat at Ahmedabad or such other competent authority.

Shareholders Persons registered as holders of Equity Shares of the companies concerned

Industry / Business Related Terms

Term Description

AAC Blocks Aerated Autoclave Concrete Blocks

CO2 Carbon di Oxide

ETS Environmental Tobacco Smoke

FDI Foreign Direct Investment

GDP Gross Domestic Product

IAQ Indoor Air Quality

IIP Index of Industrial Production

PFA Pulverized Fuel Ash

3

CURRENCY OF FINANCIAL PRESENTATION

In the Information Memorandum, the terms “we”, “us”, “our”, the “Company”, “our Company”,

“BCL”, unless the context otherwise indicates or implies, refers to Bigbloc Construction Limited. In

the Information Memorandum, unless the context otherwise requires, all references to one gender also

refers to another gender and the word “Lac/Lakh” means “one hundred thousand”, the word “million

(mn)” means “ten lac/lakh”, the word “Crore” means “ten million” and the word “billion (bn)” means

“one hundred crore”. In the Information Memorandum, any discrepancies in any table between total

and the sum of the amounts listed are due to rounding-off.

Throughout the Information Memorandum, unless otherwise stated, all figures have been expressed in

millions. Unless indicated otherwise, the financial data in the Information Memorandum is derived

from our financial statements prepared in accordance with Indian GAAP and included in the

Information Memorandum.

There are significant differences between Indian GAAP and U.S. GAAP; accordingly, the degree to

which the Indian GAAP financial statements included in the Information Memorandum will provide

meaningful information is entirely dependent on the reader‟s level of familiarity with Indian accounting

practice and Indian GAAP. Any reliance by persons not familiar with Indian accounting practices on

the financial disclosures presented in the Information Memorandum should accordingly be limited. We

have not attempted to explain those differences or quantify their impact on the financial data included

herein, and we urge you to consult your own advisors regarding such differences and their impact on

our financial data.

For additional definitions used in the Information Memorandum, see the section Definitions and

Abbreviations on page 1of the Information Memorandum. In the section titled “Main Provisions of the

Articles of Association” on page 98, defined terms have the meaning given to such terms in the Articles

of Association of our Company.

USE OF MARKET DATA

Unless stated otherwise, market data used throughout the Information Memorandum was obtained from

internal Company reports, data, websites and industry publications. Industry publication data and

website data generally state that the information contained therein has been obtained from sources

believed to be reliable, but that their accuracy and completeness and underlying assumptions are not

guaranteed and their reliability cannot be assured.

Although, we believe market data used in the Information Memorandum is reliable, it has not been

independently verified. Similarly, internal Company reports and data, while believed by us to be

reliable, have not been verified by any independent source.

4

FORWARD LOOKING STATEMENT

We have included statements in the Information Memorandum which contain words or phrases such as

“will”, “aim”, “is likely to result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”,

“intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will

pursue” and similar expressions or variations of such expressions, that are “forward-looking

statements”.

All forward looking statements are subject to risks, uncertainties and assumptions about us that could

cause actual results to differ materially from those contemplated by the relevant forward-looking

statement. Important factors that could cause actual results to differ materially from our expectations

include but are not limited to:

General economic and business conditions in the markets in which we operate and in the local,

regional and national economies;

Changes in laws and regulations relating to the industries in which we operate;

Increased competition in these industries;

Our ability to successfully implement our growth strategy and expansion plans, and to successfully

launch and implement various projects and business plans for which funds are being raised through

this Issue;

Our ability to meet our capital expenditure requirements;

Fluctuations in operating costs;

Our ability to attract and retain qualified personnel;

Changes in technology;

Changes in political and social conditions in India or in countries that we may enter, the monetary

and interest rate policies of India and other countries, inflation, deflation, unanticipated turbulence

in interest rates, equity prices or other rates or prices;

The performance of the financial markets in India and globally; and

Any adverse outcome in the legal proceedings in which we are involved.

For a further discussion of factors that could cause our actual results to differ, please refer to the

sections titled “Risk Factors” and “Our Business” on pages 5 and 45, of the Information Memorandum

respectively. By their nature, certain market risk disclosures are only estimates and could be materially

different from what actually occurs in the future. As a result, actual future gains or losses could

materially differ from those that have been estimated. Neither we nor our Directors have any obligation

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.

5

RISK FACTORS

An investment in equity securities involves a high degree of risk. You should carefully consider all of

the information in this Information Memorandum, including the risks and uncertainties described

below, before making an investment in the Equity Shares. Any of the following risks could have a

material adverse effect on our business, financial condition and results of operations and could cause

the trading price of the Equity Shares to decline, which could result in the loss of all or part of your

investment. The risks and uncertainties described in this section are not the only risks that we currently

face. Additional risks and uncertainties not known to us or that we currently believe to be immaterial

may also have an adverse effect on our business, results of operations and financial condition. The

financial and other related implications of risks concerned, wherever quantifiable, have been disclosed

in the risk factors mentioned below. However, there are certain risk factors where the effect is not

quantifiable and hence has not been disclosed in such risk factors. You should not invest in the Equity

Shares unless you are prepared to accept the risk of losing all or part of your investment, and you

should consult your tax, financial and legal advisors about the particular consequences to you of an

investment in the Equity Shares.

INTERNAL RISK FACTORS

1. We are involved in certain legal proceedings that if decided against us may adversely affect our

business operations, results of operations and financial condition.

We are involved in certain legal proceedings pending at different levels of adjudication before

various courts and tribunals. In the event of any new development such as a change in Indian law

or a ruling against us by any such court or tribunal, we may be required to make provisions in our

financial statements. There can be no assurance that these legal proceedings will be decided in

our favour. Furthermore, we may also not be able to quantify all the claims in which we are

involved.For details of our outstanding litigations, refer to the chapter titles “Outstanding

Litigations and Material Developments” on page 92 of this Information Memorandum

2. We may not be able to obtain adequate funding required for our requirements, including

working capital or to carry out any future plans for growth. Further, the conditions and

restrictions, if any, imposed under our financing arrangements could restrict our ability to

conduct our business and operations.

We require continuous access to large quantities of capital in order to carry out our day-to-day

operations. We expect that in the future we will also require outside financing to fund capital

expenditures needed to support the growth of our business, refinance any existing debt obligations

and to meet our liquidity requirements. In the event of adverse market conditions, or if actual

expenditures exceed planned expenditures, our external financing activities and internal sources of

liquidity may not be sufficient to affect current and future operational plans. Our ability to arrange

external financing and the cost of such financing, as well as our ability to raise additional funds

through other means in the future, is dependent on numerous factors. These factors include general

economic and capital market conditions, interest rates, credit availability from banks or other

lenders, investor confidence in the Company and our financial condition and results of operations.

We can make no guarantee that we will be able to obtain bank or other loans in the future on

reasonable terms or at all. If we are unable to arrange adequate external financing on reasonable

terms, our business, operations, financial condition and prospects may be adversely and materially

affected.

Further, the agreements that we enter into with banks for term loans, working capital loans, cash

credit, letters of credit, and bank guarantees may contain restrictive covenants, including, but not

limited to, cross defaults, requirements that we obtain consent from the lenders prior to altering our

memorandum and articles of association or capital structure or altering the shareholding pattern,

obtaining any additional loans, effecting any scheme of amalgamation or reconstruction, for

further expansion of business or taking up a new business activity or investing in a subsidiary

whether in the same line of business or in any unrelated business, creating any charge or lien on

our assets, or bringing about any change, whether directly or indirectly, in the management and

control of our Company. There can be no assurance that we will be able to comply with these

6

financial or other covenants or that we will be able to obtain consents necessary to take the actions

that we believe are required to operate and grow our business.

3. The company’s business is dependent upon its ability to source sufficient limeand cement for its

operations.Inability to procure key raw material at reasonable prices may have an adverse effect on

our margins, profitability, financial condition and results of operation.

Lime and Cement are the key raw materials for Aerated Concrete blocks manufacturing. The

ability of the Company to produce blocks is dependent on its ability to procure lime and cement in

a cost effective and efficient manner. Company procure lime from various suppliers and all the

main supplies are from Jodhpur. Company procure cement from Ultratech Cement Limited. Our

inability to procure lime from Jodhpur and cement from various companies may effect our

operations and hence our financial conditions.

4. Our business is dependent on our operating facility. Any loss or shutdown of operations or

labour unrest at our facilities could have a material adverse effect on our business, financial

condition and results of operations.

Our manufacturing facility at Valsad are subject to operating risks, such as shutdowns due to the

breakdown or failure of equipment, power supply or processes, performance below expected levels

of output or efficiency, adequate utilization rates, obsolescence of equipment, labor unrest, strikes,

lock-outs, industrial accidents, disruption by extremist groups, or any other reason, and the need to

comply with the directives and regulations of the Government of India (“GoI”) and relevant state

government authorities.

Further, we will be required to carry out planned shutdowns of our facilitiy for scheduled

maintenance, statutory inspections and testing. During our planned shutdowns, our production of

AAC Blocks is diminished and our results of operations may be adversely affected. Further, our

operations involve a significant degree of integration, and our results of operations are dependent

on the successful operation of each facility. Although we expect to take precautions to minimize

the risk of any significant operational problems at our facilities, our business, financial condition,

results of operations and prospects may be adversely affected by any disruption of operations at

our facilities.

5. If we are not able to procure, renew or maintain, as the case may be, the statutory or regulatory

permits or third party approvals required to operate our business or effectively transfer and

integrate any of the Demerged Undertaking, it may have a material adverse effect on our

business.

We require certain statutory and regulatory permits and approvals to operate our business,

including environmental clearances, factory licenses, and trading license. We are also required to

renew such permits and approvals from time to time. Similarly, the effective transfer and

integration of the Demerged Undertaking may be subject to the receipt of various statutory and

regulatory approvals and other third party consents. While we believe that we will be able to

procure or renew such permits and approvals as and when required, there can be no assurance that

the relevant authorities will issue any or all requisite permits or approvals in the time-frame

anticipated by us. Failure to procure, renew or maintain the required permits or approvals may

result in the interruption of our operations or delay or prevent our vertical integration, and may

have a material adverse effect on our business, financial condition and results of operations. Any

change in law or any change in the interpretation of an existing law since the date of filing of the

Scheme with the High Court may also impact our ability to procure any necessary consents or

approval for transfer of the Demerged Undertaking.

6. We have a limited operating history, which may make it difficult to evaluate our prospects.

We were incorporated on June 17, 2015 as a public limited company under the Companies Act,

2013. Further, the Demerged Undertakings were transferred to and vested with our Company

pursuant to the Scheme with effect from April 01, 2015. As a result, we have a limited operating

history, which may make it difficult for you to evaluate our prospects. Our business must be

considered in light of the risks and uncertainties inherent in a new venture. We may also need to

7

alter our business and strategies on an ongoing basis to manage our growth and to compete

effectively with established players in the industry in which we operate.

7. Our business is dependent on the delivery of an adequate and uninterrupted supply of electric

power at a reasonable cost, and any supply insufficiency or interruption could adversely affect

our business, financial condition and results of operations.

An adequate, uninterrupted and cost effective supply of electrical power is critical to our

operations. India suffers from significant energy shortages and power outages. Further, AAC

Blockproduction is energy intensive and we consume significant amounts of energy in our

operations. While we believe that our current supply of electricity will be sufficient to meet our

existing and future requirements, any supply insufficiency or interruption in the future could

adversely affect our business, financial condition, results of operations and prospects.

8. We may incur material costs to comply with, or suffer material liabilities or other adverse

consequences as a result of non compliance with environmental laws and regulations, including

ordering shut down of our operations. Any such alleged non-compliance or order asking us to

stop our business operations at any of our facilities will have a material adverse effect on our

business and results of operations.

While we believe that our facilities are presently in compliance in all material respects with

applicable environmental laws and regulations, additional costs and liabilities related to

compliance with these laws and regulations are an inherent part of our business. We are subject to

extensive central, state and local environmental, health and safety laws and regulations. Our AAC

Blocks making operations produce certain waste products, which must be properly disposed of

under applicable environmental laws. Like other producers, laws and regulations affecting us

concern issues such as damage caused by air emissions and waste-water discharges; solid and

hazardous waste handling and disposal, and the investigation and remediation of contamination.

These environmental laws and regulations are becoming increasingly stringent.

While we seek to comply with applicable environmental legislation and regulatory requirements, it

is possible that such compliance may prove restrictive and onerous. In addition to potential clean-

up liability, we may become subject to monetary fines and penalties for violation of applicable

law, regulations or administrative orders. This may result in the closure or temporary suspension

of, or impose adverse restrictions on, our operations. We may also, in the future, become involved

in proceedings with various regulatory authorities that may require us to pay fines, comply with

more rigorous standards or other requirements or incur capital and operating expenses for

environmental compliance. Such proceedings, or other statutory claims brought against us, could

exceed or fall outside of our public liability insurance for claims arising from accidents in the

handling of hazardous substances.

9. Changes in the availability and price of our raw materials may adversely affect our business,

financial condition, results of operations and prospects.

The principal raw materials that we require for the production of Autoclave Aerated Concrete

Blocks are sand, cement and lime.

The uninterrupted supply of raw materials is fundamental to our business. Although we seek to

optimize our stocks of raw materials, we may not always be able to safeguard against any

unanticipated interruptions in raw material supply. The price and availability of these raw

materials are subject to market conditions which can be negatively affected by a number of factors

beyond our control, including, but not limited to, interruptions in production by suppliers,

suppliers‟ allocation of materials to other purchasers, industry trends, transport costs, weather and

natural disasters. Supply of raw materials that we require may be adversely affected by factors

such as changes in India‟s economic, fiscal, export-import and monetary policies, political and

financial instability, decline in growth rates of the economy, changing consumer preferences and

excess capacity. Any interruption in the supply of raw materials, or any substantial increases in

their costs, could adversely affect our ability to produce and sell products economically, which

could have a material adverse effect on our business, financial condition, results of operations and

prospects. There is no assurance that we will be able to compensate for commensurate increase in

raw materials costs by raising prices for our products. Any fall in the market price of the inventory

8

held by us as raw material may result in lower realizations and thus may impact our result of

operations.

10. If we do not continue to invest in new technologies and equipment, our technologies and

equipment may become obsolete and our cost of production may increase relative to our

competitors, which may have an adverse impact on our business, results of operations and

financial condition.

Our profitability and competitiveness depend in large part on our ability to maintain a low cost of

operations, including our ability to produce sufficient quantities of our products as per the agreed

specifications. If we are unable to respond or adapt to changing trends and standards in

technologies and equipment, or otherwise adapt our technologies and equipment to changes in

market conditions or requirements, in a timely manner and at a reasonable cost, we may not be

able to compete effectively and our business, results of operations and financial condition may be

adversely affected.

11. We are dependent on third party transportation providers for the delivery of raw materials and

products. Accordingly, any increase in transportation costs or unavailability of transportation

services for our products, as well the extent and reliability of Indian infrastructure may have an

adverse effect on our business, financial condition, results of operations and prospects.

We use third party transportation providers for the supply of most of our raw materials and for

delivery of our products to our customers. Transportation strikes could have an adverse effect on

our receipt of raw materials and our ability to deliver our products to our customers. Non-

availability of ships, barges, trucks and railway cars could also adversely affect our receipt of raw

materials and the delivery of our products. In addition, transportation costs in India have been

steadily increasing over the past several years. While usually the end consumer bears the freight

cost, we may not always be able to pass on these costs to our customers. Continuing increases in

transportation costs or unavailability of transportation services for our products may have an

adverse effect on our business, financial condition, results of operations and prospects.

In addition, India‟s physical infrastructure is less developed than that of many developed nations,

and problems with its port, rail and road networks, electricity grid, communication systems or any

other public facility could disrupt our normal business activity, including our supply of raw

materials and the delivery of our products to customers by third-party transportation providers.

Any deterioration of India‟s physical infrastructure would harm the national economy, disrupt the

transportation of goods and supplies, and add costs to doing business in India. These problems

could interrupt our business operations, which could have a material adverse effect on our results

of operations and financial condition.

12. We are subject to risks arising from interest rate fluctuations, which could adversely affect our

business, financial condition and results of operations.

If interest rates rise, interest payable on any debt availed by us will also rise, thus increasing the

Company‟s interest expense and limiting the Company‟s ability to implement its growth strategies

due to increased borrowing cost, and/or causing the Company to explore alternative means of fund

raising to finance future growth. Such a rise in interest rates could materially and adversely affect

the Company‟s business, financial condition and results of operations.

13. We may not be sufficiently protected or insured against all potential losses to which we may be

subject. If we incur a significant liability for which we are not fully insured or are unable to

successfully assert our claim, there may be an adverse effect on our business, results of

operations and financial condition.

We maintain comprehensive fire and special perils insurance cover for the majority of our assets,

which covers material damage and loss of profits due to fire, accidents and natural disasters

including earthquakes, as well as losses associated with the breakdown of equipment and

machinery and product liability insurance. We insure shipment of our products and raw materials

while in transit within India against such losses.

9

While we believe that our insurance coverage is in accordance with relevant regulations and

customary industry practices in India, the extent of our existing or future insurance coverage may

be insufficient to cover all financial losses that we may suffer. It may not be possible in all

instances to obtain adequate insurance on commercially reasonable terms. While we have not

incurred any loss or damage with respect to our business or operations requiring us to make any

significant insurance claims in the past, we cannot assure you that such claims will not be made by

us in the future. Further, if we incur a significant liability for which we are not fully insured or are

unable to successfully assert our claim, there may be an adverse effect on our business, results of

operations and financial condition.

14. We have entered and may enter into transactions with related parties in the future. Such

transactions with our related parties could potentially involve conflicts of interest and there can

be no assurances that such transactions, individually or in the aggregate, will not have an

adverse effect on our business, prospects, results of operations and financial condition.

We have entered into certain transactions with related parties and may continue to do so in future.

These transactions or any future transactions with our related parties could potentially involve

conflicts of interest. We cannot assure that we could not have achieved more favorable terms had

such transactions been entered into with unrelated parties. There can be no assurance that such

transactions, individually or in the aggregate, will not have an adverse effect on our business,

prospects, financial condition and results of operations, including because of potential conflicts of

interest or otherwise.

Pursuant to the SEBI regulations and the Companies Act, 2013, our Company is, inter alia,

required to obtain prior approval of majority of our shareholders through an ordinary resolution for

all future material related party transactions where any person or entity that is related to our

Company will be required to abstain from voting on such resolutions. We may face difficulties in

entering into related party transactions in future due to these new requirements which may

adversely affect our business and results of operations.

15. We rely on our senior executives and our skilled workforce to operate successfully and

implement the key elements of our business strategy. Our inability to attract and retain such

personnel may adversely affect our business, results of operations and financial condition.

The success of our business and the continued implementation of our business strategy will depend

on the continued employment and performance of our senior executives and skilled workforce. For

instance, we place significant reliance on the management and technical expertise and industry

relationships of the members of our board of directors.

Our performance also depends on our ability to identify, recruit and retain sufficient numbers of

technical, sales, administrative support and other qualified personnel. Further, in view of increased

competitive pressures in the Indian business environment, we may face an increasing risk of

employee attrition as well as increased demands for compensation and employee benefits. If any of

our key personnel or significant numbers of our trained workforce resign or are unable to continue

in their present roles and are not adequately replaced in reasonable time and at comparable or

reasonable cost, our business, results of operations and financial condition may be adversely

affected.

16. Our intellectual property rights are not yet registered.

Company has applied for registeration of trademark and logo under the Trademark Act 1999. Also,

trademark in the name of “NXTBLOC” is registered under the Trademark Act 1999 in the name of

Mohit Industries Limited which will be transferred in the name of Bigbloc Construction Limited

pursuant to Scheme of Arrangement and Demerger. Our inability to obtain registration and transfer

for logo and trademark may adversely affect our business and results of operations.

10

17. Following the listing of our Equity Shares on the Stock Exchanges, we will continue to be

controlled by our Promoter and members of our Promoter Group, and our other shareholders

may not be able to affect the outcome of shareholder voting.

Upon listing of our Equity Shares on the Stock Exchanges, our Promoter and members of our

Promoter Group will hold approximately 68.56 % of the issued and paid-up equity share capital of

the Company. Our Promoter and Promoter Group will continue to exercise significant influence

over our business policies and affairs and all matters requiring shareholders‟ approval, including

the composition of our Board, the adoption of amendments to our Memorandum and Articles of

Association, the approval of mergers, strategic acquisitions or joint ventures or the sales of

substantially all of our assets, and the policies for dividends, lending, investments and capital

expenditures. This concentration of control also may delay, defer or even prevent a change in

control of the Company and may make some transactions more difficult or impossible without the

support of these stockholders.

18. Our ability to pay dividends in the future will depend upon our future earnings, financial

condition, cash flows, working capital requirements and capital expenditures and the terms of

our financing arrangements.

There can be no assurance that we will pay dividends in the future. The declaration of dividends

would be recommended by our Board of Directors, at its sole discretion, and would depend upon a

number of factors, including Indian legal requirements, our future earnings, financial condition,

cash flows, working capital requirements and capital expenditures. Our business is working capital

intensive. Additionally, we may be restricted by the terms of our debt financing from making

dividend payments in certain circumstances.

EXTERNAL RISK FACTORS

19. The regulatory framework in India is evolving and regulatory changes may have an adverse

effect on our business, results of operations and financial condition. Our inability to comply

with such requirements may adversely affect our business, results of operations and financial

condition.

Our existing business is subject to a range of laws, rules, regulations and circulars issued and

adopted by the central, state and local authorities in India. Compliance with regulations applicable

to the industry as well as environmental and health and safety laws and regulations creates costs

for us that are an inherent part of our business. Further, the adoption of new laws and regulations,

new interpretations of existing laws and regulations, increased or stricter governmental

enforcement or other developments in the future may require that we make additional capital

expenditure or incur additional operating expenses in order to maintain our current or future

operations or take other actions that may have an adverse effect on our business, results of

operations and financial condition. For instance, India is expected to tighten its carbon dioxide

emission regulations in the future, which may impose substantial compliance costs for upgrading

facilities and require further investment by us in green technology. The measures we implement in

order to comply with new laws and regulations may not be deemed sufficient by concerned

regulatory authorities and our compliance costs may significantly exceed current estimates. If we

fail to meet compliance requirements, we may also be subject to administrative, civil and criminal

proceedings by such regulatory authorities, as well as civil proceedings by environmental or civil

society groups and other individuals (including employee unions, if our employees were to

unionize), which may result in substantial claims, penalties and damages against us as well as

orders that may limit, disrupt or cause closure of our operations, any of which may have an adverse

effect on our business, results of operations and financial condition. We may also be involved in or

be held responsible in litigation or proceedings relating to environmental or health and safety

matters in the future, the costs of which may be material, or which may cause damage to our

reputation or trigger a default under the terms of our existing or future borrowings or other

contractual commitments. Clean-up and remediation or compensation costs and related litigation

may also adversely affect our cash flow, results of operations and financial condition. We may also

incur liabilities for environmental or other damage caused by acts or omissions of our third party

contractors, and we cannot be certain that we are adequately protected from any such unforeseen

risks under the terms of our contractual arrangements, including terms as to limitation of liability,

11

contractual indemnities and other protections against our transaction counterparties, or in terms of

our insurance coverage.

Additionally, any increase in taxes and/or levies, or the imposition of new taxes and/or levies in

the future, could increase the cost of production/operating expenses. Taxes and other levies

imposed by the central or state governments in India that affect our industry include customs

duties, excise duties, sales tax, income tax and other taxes, duties or surcharges introduced on a

permanent or temporary basis from time to time. The central and state tax scheme in India is

extensive and subject to change from time to time. Any adverse changes in any of the taxes levied

by the central or state governments may adversely affect our competitive position and profitability.

20. Cement is one of the key raw materials and Indian cement industry is cyclical in nature and is

affected by a number of factors beyond our control. Effect in cement will effect the production

and supply of AAC Blocks.

The Indian cement industry is cyclical in nature. In the past, cement prices and profitability of

cement manufacturers have fluctuated significantly in India, depending upon overall supply and

demand. A number of factors influence supply and demand for cement, including production

overcapacity, general economic conditions, in particular activity levels in certain key sectors such

as housing and construction, our competitors' actions and local, Government of India and State

Government policies, which in turn affect the prices and margins we and other Indian cement

manufacturers can realise.

The long lead time required to add or expand capacity has also led to supply/demand imbalances.

The long lead time makes it more difficult for Indian cement companies to time the

commencement of new production facilities when demand out-balances supply.

21. Our Equity Shares have never been publicly traded and our listing on the Stock Exchanges may

not result in an active or liquid market for our Equity Shares. Further, the price of our Equity

Shares may be volatile.

There has been no public market for our Equity Shares, and an active trading market on the Stock

Exchanges may not develop or be sustained after the list of the Equity Shares. Listing and

quotation does not guarantee that a market for our Equity Shares will develop, or if developed, the

liquidity of such market for our Equity Shares. Further, the market price of our Equity Shares may

be subject to significant fluctuations in response to, among other factors, variations in our

operating results, market conditions specific to the industry we operate in, developments relating to

India and volatility in the Stock Exchanges and securities markets elsewhere in the world.

22. Financial instability, economic developments and volatility in securities markets in other

countries may also cause the price of our Equity Shares to decline.

The Indian economy and its securities markets are influenced by economic developments and

volatility in securities markets in other countries. Investors‟ reactions to developments in one

country may have adverse effects on the market price of securities of companies located in other

countries, including India.

A loss of investor confidence in the financial systems of other emerging markets may cause

increased volatility in Indian financial markets and the Indian economy in general. Any worldwide

financial instability could also have a negative impact on the Indian economy, including the

movement of exchange rates and interest rates in India. Any financial disruption could have an

adverse effect on our business, future financial performance, shareholders‟ equity and the price of

our Equity Shares.

23. Any future issue of Equity Shares may dilute the investor’s shareholding and sales of our

Equity Shares by our Promoter or other major shareholders may adversely affect the trading

price of the Equity Shares.

Any future issuance of the Equity Shares by the Company could dilute your shareholding. Any

such future issuance of the Equity Shares (including the issuance of Equity Shares under any

employee stock option scheme) or future sales of the Equity Shares by any of our significant

shareholders may also adversely affect the trading price of the Equity Shares and impact our ability

12

to raise capital through an offering of our securities. Any perception by investors that such

issuances or sales might occur could also affect the trading price of the Equity Shares.

Additionally, the disposal, pledge or encumbrance of our Equity Shares by any of our Company‟s

major shareholders, or the perception that such transactions may occur may affect the trading price

of our Equity Shares. No assurance may be given that our Company will not issue Equity Shares or

that such shareholders will not dispose of, pledge or encumber their Equity Shares in the future.

24. 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 financial condition.

Further, our failure to successfully adopt IND (AS) may have an adverse effect on the price of

our Equity Shares.

Our financial statements are prepared in accordance with Indian GAAP. We do not 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. Accordingly, the degree to which the Indian

GAAP financial statements will provide meaningful information is entirely dependent on the

reader's level of familiarity with Indian accounting practices.

Further, India has decided to adopt the “Convergence of its existing standards with IFRS” and not

the 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).

The Ministry of Corporate Affairs, Government of India has issued the Companies (Indian

Accounting Standards) Rules, 2015 pursuant to which the IND (AS) shall be mandatorily

applicable to companies (except banking companies, insurance companies and non-banking

financial companies) effective from (i) the accounting periods beginning on or after April 1, 2016

(with comparatives for the period ending March 31, 2016 or thereafter), for all companies with net

worth of Rs. 5000 Millions or more; and (ii) the accounting periods beginning on or after April 1,

2017 (with comparatives for the period ending March 31, 2017 or thereafter) for listed or to be

listed companies (i.e. whose equity and/or debt securities are listed or are in the process of being

listed on any stock exchange in India or outside India) with net worth less than Rs. 5000 Millions

and unlisted companies with net worth between Rs. 2500 Millions and Rs. 5000 Millions. These

requirements would also apply to any holding, subsidiary, joint venture or associate companies of

such aforementioned companies. 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. Moreover, our

transition to IND (AS) reporting 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 IFRS financial statements. Any of these factors relating to the

use of IND (AS) may adversely affect our financial condition.

25. Our business may be adversely affected by any social, political and economic changes in India,

including if one or more of such changes lead to an adverse change in government policy.

The GoI has traditionally exercised and continues to exercise a significant influence over many

aspects of the economy. Our business, and the market price and liquidity of our Company‟s shares,

may be affected by changes in GoI‟s policies, including taxation. Social, political, economic or

other developments in or affecting India could also adversely affect our business. Since 1991,

successive governments have pursued policies of economic liberalization and financial sector

reforms including significantly relaxing restrictions on the private sector. The rate of economic

liberalization could change, and specific laws and policies affecting foreign investment and other

matters affecting investment in our Equity Shares could change as well. In addition, 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. Any adverse change in

government policies relating to our sector or other sectors in which we operate may have an impact

on our profitability.

India‟s economy could be adversely affected by a general rise in interest rates, adverse weather

conditions affecting agriculture, commodity and energy prices as well as various other factors. A

slowdown in the Indian economy could adversely affect the policy of the GoI towards our

industry, which may in turn adversely affect our financial performance and our ability to

13

implement our business strategy. The Indian economy is also influenced by economic and market

conditions in other countries, particularly emerging market conditions in Asia. A decline in India‟s

foreign exchange reserves may also affect liquidity and interest rates in the Indian economy, which

could adversely impact our financial condition. A loss of investor confidence in other emerging

market economies or any worldwide financial instability may adversely affect the Indian economy,

which could materially and adversely affect our business and results of operations and the market

price of our Equity Shares.

26. Natural calamities and force majeure events may have an adverse impact on our business.

Our industry may be affected by a number of natural hazards including earthquakes, floods,

tsunamis and landslides. Natural disasters may cause significant interruption to our operations and

disruptions at our manufacturing facilities, or to the operations of our distributors. The extent and

severity of these natural disasters determines their impact on the Indian economy. Prolonged spells

of deficient or abnormal rainfall and other natural calamities could have an adverse impact on the

Indian economy, which could adversely affect our business and results of operations.

Further, our business operations may be adversely affected by severe weather conditions, which

may cause suspension or curtailment of operations and delays in the delivery of raw materials and

distribution of our products. This may result in delays to our contract schedules and reduction of

our productivity. During periods of curtailed activity due to natural calamities, we may continue to

incur operating expenses, but our income from operations may be delayed or reduced.

27. Hostilities, terrorist attacks, civil unrest and other acts of violence could adversely affect the

financial markets and our business.

Terrorist attacks and other acts of violence or war may adversely affect the Indian securities

markets. These acts may result in a loss of business confidence, make travel and other services

more difficult and have other consequences that could have an adverse effect on our business. In

addition, any deterioration in international relations, especially between India and its neighbouring

countries, may result in investor concern regarding regional stability which could adversely affect

the price of our Equity Shares. In addition, India has witnessed local civil disturbances in recent

years and it is possible that future civil unrest as well as other adverse social, economic or political

events in India could have an adverse impact on our business. Such incidents could also create a

greater perception that investment in Indian companies involves a higher degree of risk and could

have an adverse impact on our business and the market price of our Equity Shares.

14

SUMMARY OF INDUSTRY

OVERVIEW OF THE INDIAN ECONOMY

India is the world‟s largest democracy by population with an estimated population size of 1.25 billion

and a gross domestic product (“GDP”) in purchasing power parity terms of approximately US$8.027

trillion.

As per the latest estimates available on the Index of Industrial Production (IIP), the General Index

stood for the month of February 2016 stands at 184.60, which is 2.0% higher as compared to the level

in the month of February 2015. The cumulative growth during April-February 2015-16 over the

corresponding period of the previous year stands at 2.6%. The indices of Industrial Production for the

mining, manufacturing and electricity sectors for the month of February 2016 stand at 136.10, 194.10

and 181.90 respectively, with the corresponding growth rates of 5.0%, 0.7% and 9.6%, as compared to

February 2015. The cumulative growth in the three sectors during April-February 2015-16 over the

corresponding period of 2014-15 has been 2.4%, 2.3% and 5.1% respectively. In terms of industries,

sixteen (16) out of the twenty two (22) industry groups (as per 2-digit NIC-2004) in the manufacturing

sector have shown Positive growth during the month of February 2016 as compared to the

corresponding month of the previous year.

The Foreign Direct Investment (FDI) investment was USD 36,046 Million in FY 2013-14 and USD

44,291 Million in FY 2014-15 and USD 40,823 Million in April-December 2015 in FY 2015-16 as per

provisional figures by RBI. The cumulative amount of FDI Equity Inflows from April 2000 to

December 2015 stood at USD 277,954 Million.

Indian Construction Industry

Indian construction industry is one of the most important sectors of the economy as it stimulates

building infrastructure and gives growth opportunities of other sectors in the economy. The building

material sector is a key of the construction industry. In last few years this sector has recorded a high

growth because of India‟s improving economic growth, expanding population along with rapid increase

in per capita income. Due to inherent drawbacks of fired clay brick manufacturing process, the

emphasis on environment sustainability is growing which is thus expected to spur demand for green

building materials like AAC Block.

About AAC (Autoclaved Aerated Concrete) Block

Autoclaved Aerated Concrete (AAC) block is a newly-adopted green building material in India which

is used as a substitute of the conventional red clay bricks in residential, commercial and industrial

construction activities. Globally, AAC was originally invented in early 1923 in Sweden, and has been

around for over 90 years. Since then, AAC has been used extensively in Europe, Asia and USA.

AAC block is a light weight precast building material that provides both construction economy and

speed. It is also an environment friendly product, as it is manufactured using 60-65% of fly ash (by

weight), an unavoidable waste from coal/lignite-based thermal power plants. Due to its many desirable

attributes, AAC block is gaining popularity in India now-a-days as a replacement of the traditional fired

clay brick.

AAC BLOCK: AN EMERGING GREEN BUILDING MATERIAL IN INDIA

AAC block, which is also known as autoclaved cellular concrete or autoclaved lightweight concrete or

aerated brick, is an eco-friendly building material used in construction activities. AAC block offers a

unique combination of strength, low weight, cost-effectiveness and durability compared with a clay

brick. It is a steam-cured mixture of fly ash, cement, lime and aeration agent. Other AAC products

include wall panels, floor and roof panels and lintels.

Although AAC block has been in use since long globally, the AAC block is an emerging product and a

growing industry in India. Currently, AAC products are manufactured in more than 40 countries and

are used in more than 70 countries. Xella International GmbH is world‟s largest AAC manufacturer,

15

while Biltech Building Elements Ltd. (rated „CARE BBB‟) is India‟s largest AAC manufacturer. More

AAC block plants are being set up across India as awareness about AAC block is growing.

RAW MATERIALS FOR MAKING AAC BLOCKS

AAC is a steam-cured mix of sand or pulverized fuel ash (PFA), cement, lime and aeration agent. The

high-pressure steam-curing in autoclaves achieves a physically and chemically stable product with an

average density being approx. one fifth of normal concrete and one fourth of clay brick. It comprises

myriads of tiny non-connecting air bubbles which give AAC its incredibly diverse qualities and make it

a terrific insulator. AAC is a natural and non-toxic construction material, saves energy.

One of the Raw material of AAC blocks is Fly ash. Indian coal is of low grade with ash content of 30-

45%. Large quantity of ash is thus being generated at Thermal power stations in our country, which not

only requires large area of precious land for its disposal but is also one of the sources of pollution of

both air and water.

16

SUMMARY OF OUR BUSINESS

Our Company was incorporated as “Bigbloc Construction Limited” on June 17, 2015 under the

Companies Act, 2013 in the state of Gujarat. We are engaged in the business of manufacturing of

building blocks and AAC (Aerated Autoclave Concrete) Bricks. Aerated autoclaved concrete (AAC)

blocks are a high quality building material that offers a unique combination of strength, low weight,

thermal insulation, sound absorption, unsurpassed fire resistance and unprecedented build ability. AAC

is a natural and non-toxic construction material, saves energy, and is friendly to your environment.

These AAC Blocks of the company are marketed in the Brand name of “NXTBLOC”, which is a green

Product for Construction Industry. Upto March 31, 2015, the AAC (Aerated Autoclaved Concrete)

Blocks business was conducted by Mohit Industries Limited. Consequent upon the demerger of AAC

Block Division of Mohit Industries Limited effective from March 16, 2016, the AAC Block business is

being conducted by Bigbloc Construction Limited.

A commitment towards producing green building products and solutions with an ultimate aim of

helping the Construction and Infrastructure Industry to build green and sustainable habitats has been

the vision followed by the Company consistently. Our thrust for quality improvement and introduction

of new recipes has come up in positive shape due to continued efforts of Research and Development.

Strengths

1. Advanced Technology

We use the latest machinery and the best resources to make top quality AAC Blocks.

2. Quality of Production

Our quality of products is among the very best in the world and we currently have the capacity and

Infrastructure to fulfill the needs of all types of clients.

We are committed to quality, consistency and improvement on a continuous basis.

3. Environment friendly:

We have environment friendly manufacturing systems and we also endeavor in reduction in global

warming:

Implement Erosion & Sedimentation Control to reduce negative effects on water and air quality.

Reducing waste, pollution and environmental degradation

Employ Chloro Fluoro carbon Reduction in HVAC & R Equipment to reduce ozone depletion.

Facilitate the reduction of waste generated by building occupants and disposed of in landfills by

ensuring storing and collection of recyclables.

Aim for Eco-friendly housing.

Plan the construction in such a way to reduce the equipment needs.

Try to reduce the usage of fossil fuels.

Use light weight organic material and not synthetic materials, since they not only consume

less energy in manufacturing but also, help to save the recurring cost of electricity.

4. Customer beneficial We provide following benefits to our customers:

Establish minimum indoor air quality (IAQ) performance to prevent indoor air quality

problems in the building , thus contributing to the comfort and well-being of the occupants.

Minimize exposure of building occupants , indoor surfaces and ventilation air distribution system

to Environmental Tobacco Smoke (ETS)

17

SUMMARY OF FINANCIAL STATEMENTS

The following summary of financial and operating information is derived from the financial statement

of our Company for the financial year ended March 31, 2016 described in the Report of RKM & Co,

Chartered Accountants in the section titled “Financial Statements” on page 70 of the Information

Memorandum.

Balance Sheet as at 31st March, 2016

(Amount in Rupees)

Particulars Note No.

Figures as at 31st

March, 2016

I EQUITIES & LIABILITIES

1 Shareholders' funds

(a) Share Capital 2 700,000

(b) Reserves & Surplus 3 8,725,687

(c) Share Capital & Premium pending allotment 33 199,642,750

Sub-Total

209,068,437

2 Non- Current Liabilities

(a) Long Term Borrowings 4 127,977,613

(b) Other Non-Current Liabilities 5 500,000

(c) Deferred Tax Liability

32,818,667

Sub-Total

161,296,280

3 Current Liabilities

(a) Short Term Borrowings 6 111,365,249

(b) Trade Payables 7 64,323,092

(c) Other Current Liabilities 8 56,503,181

(d) Short Term Provisions 9 4,745,045

Sub-Total

236,936,567

TOTAL

607,301,284

II ASSETS

1 Non-Current Assets

(a) Fixed Assets

(i) Tangible & Intangible Assets 10 360,048,925

(ii) Capital Work In Progress

1,660,188

361,709,113

(b) Long Term Loans & Advances 11 4,046,116

(c) Other Non-current Assets 12 1,212,788

Sub-Total

366,968,017

2 Current Assets

(a) Inventories 13 42,945,621

(b) Trade Receivables 14 176,933,681

(c) Cash & Bank Balances 15 7,634,552

(d) Short Term Loans & Advances 16 12,819,412

Sub-Total

240,333,266

TOTAL 607,301,284

18

Statement of Profit & Loss Account for the year ended 31st March, 2016

(Amount in Rupees)

Particulars Note Figures for the year

No. ended on 31-03-2016

I. Revenue from Operations 17 661,507,387

Less:-Excise Duty

57,959,083

Revenue from Operations (net)

603,548,304

II. Other Income 18 958,201

III. Total Revenue (I+II)

604,506,505

IV. Expenses

Raw Material Consumed 19 170,965,379

Purchase of Traded Goods

349,140

Changes in Inventories of Finished Goods

& Work in Progress 23 6,854,789

Employee Benefit Expenses 20 65,324,769

Finance Costs 21 35,144,344

Depreciation & Amortization 10 22,805,653

Other Expenses 22 296,045,441

Total Expenses

597,489,514

V. Profit / (Loss) Before Tax

7,016,991

VI. Tax Expenses

(1) Current Tax

1,337,100

Less:- MAT Credit Entitlement

1,212,788

Net Current Tax

124,312

(2) Deferred Tax

2,227,235

Sub-Total

2,351,547

VII. Profit / (Loss) for the Period (After Tax)

4,665,444

VII

I. Earnings Per Share (Basic & Diluted) 32 0.33

19

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2016

P A R T I C U L A R S

2015-16

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax and extra-ordinary items

7,016,991

ADJUSTMENTS FOR:

1 Depreciation & Amortization

22,805,653

2 Interest & Dividend Received

(611,988)

OPERATING PROFIT BEFORE WORKING CAPITAL

CHANGES

29,210,656

ADJUSTMENTS FOR:

1 Trade & Other Receivable

a) Debtors

(45,049,346)

b) Loans & Advances

12,404,644

2 Inventories

8,902,485

3 Trade Payables, Current Liabilities & Other Non-current liabilities 15,536,101

CASH GENERATED FROM OPERATIONS

21,004,539

1 Direct Taxes Paid

(46,772)

NET CASH FROM OPERATING ACTIVITIES

20,957,767

B.

CASH FLOW FROM INVESTMENT

ACTIVITIES

1 Purchase of Fixed Assets

(14,369,405)

2 Movement in Loans & Deposits

5,675,553


611,988

NET CASH USED IN INVESTMENT

ACTIVITIES

(8,081,864)

C. CASH FLOW FROM FINANCING ACTIVITIES

1

Increase/(Decrease) in Working Capital from

Bank

5,714,954

2 Increase/(Decrease) in Term Loans

(48,767,968)

3 Increase/(Decrease) in Unsecured Loans

33,528,130

NET CASH FROM FINANCING ACTIVITIES (9,524,884)

NET INCREASE IN CASH & CASH EQUIVALENTS 3,351,019

CASH & CASH EQUIVALENTS RECEIVED ON DEMERGER 4,033,533

CASH AND CASH EQUIVALENTS (CLOSING) 7,384,552

NOTE:-

The cash flow statement has been prepared taking into consideration the scheme of demerger and the

assets & liabilities of AAC Division of Mohit Industries Limited (MIL) which is transferred in the

Company as on 01st April, 2015 has been considered for preparing above Cash Flow statement.

20

GENERAL INFORMATION

Our Company was incorporated as Bigbloc Construction Limited on June 17, 2015 under the

Companies Act, 2013 with the Registrar of Companies Ahmedabad. The Corporate Identification

Number of our Company is U45200GJ2015PLC083577

Registered Office Plant Location

6th

Floor, A-601/B,International Trade Centre,

Majura Gate, Ring Road,

Surat,Gujarat – 395 002;

Tel.: +91 261 2463261-63

Fax: +91 261 2463264

Survey No. 279/2, Paikee 1,2,

Manda- Khatalwada

Khatalwada, Umargaon,

Dist : Valsad, Gujarat – 396 105

Registrar of Companies

Registrar of Companies, Ahmedabad,

ROC Bhavan , Opp Rupal Park Society,Behind Ankur Bus Stop,

Naranpura, Ahmedabad-380013

Board of Directors of our Company

Sr.

No.

Name& Designation Age (in

years)

DIN Status

1. Naresh Sitaram Saboo

Managing Director

42 00223350 Executive

2. Narayan Sitaram Saboo

Director


3. Mohit Narayan Saboo

Director & CFO


4. Dishant Kaushikbhai Jariwala

Independent Director

28 07482806 Non- Executive


5. Rasheshbhai Dilipbhai Shah




6. Payal Loya




For details of our Directors, refer to section titled “Our Management” on page 49 of the Information

Memorandum.

Compliance Officer

Mr. Sumit Nirmal Das

Company Secretary and Compliance Officer

A-601 /B, International Trade Centre, Majura

Gate, Ring Road,

Surat 395002 Gujarat India.

Tel: +91 261 2463261-63, 3234330

Fax: +91 261 2463264

Email: [email protected]

Website: www.nxtbloc.in

Chief Financial Officer

Mr.Mohit Narayan Saboo

Chief Financial Officer

A-601 /B, International Trade Centre, Majura

Gate, Ring Road,

Surat 395002 Gujarat India.

Tel: +91 261 2463261-63, 3234330

Fax: +91 261 2463264








21

Registrar and Share Transfer Agent

Adroit Corporate Services Pvt. Ltd

SEBI Regn. No.: INR000002227

17-20, Jafferbhoy Industrial Estate,

1st Floor, Makwana Road,

Marol Naka, Andheri (E), Mumbai 400059, India

Tel: +91 22 42270400, 42270423

Fax: +91 22 28503748

Email: [email protected] , [email protected]

Website: www.adroitcorporate.com

Contact person: Mr. Pratap Pujare

Bankers to our Company

State Bank of Travancore

Rajhans Complex, Opp. J. K. Towers,

Ring Road, Surat 395002

Tel.: +91 261 2310326

The ShamraoVithal Co-Operative Bank Ltd

40-41, Higher Ground Floor,

Raghunandan Textile Market,

Ring Road, Surat 395002

Tel.: +91 261 2363634

Central Bank of India

Central Bank Bldg 2nd Floor,

M G Road Kanipith,

Kanpith Surat 395003

Tel.: +91 261 2591064

Authority of Listing

The Hon‟ble High Court of Gujarat at Ahmedabad vide its Order dated February 22, 2016 (certified

copy received by the Company on March 15, 2016) has approved the Scheme of Arrangement and

Demerger Between Mohit Industries Limited and Bigbloc Construction Limited and their respective

Shareholders and Creditors for demerger and transfer of which undertakings of Mohit Industries

Limited (Demerged Company) into Bigbloc Construction Limited under sections 391 to 394 of the

Companies Act, 1956. For more details relating to the scheme of arrangement and demerger please

refer to the Section titled “Scheme of Arrangement” of this Information Memorandum. In accordance

with the said Scheme, the equity shares of our Company issued pursuant to the Scheme shall be listed

and admitted to trading on the NSE and BSE. Such listing and admission for trading is not automatic

and is subject to fulfillment by the Company of criteria of NSE and BSE and also subject to such other

terms and conditions as may be prescribed by NSE and BSE at the time of application by our Company

seeking listing. Our Company has received No-objection from NSE and BSE in relation to the Scheme

of Arrangement and Demerger and consequent listing of equity shares issued pursuant to the Scheme of

Arrangement vide their letters dated September 22, 2015.

Eligibility Criterion

There being no Initial public offering or rights issue, the eligibility criteria in terms of Chapter III of

SEBI (ICDR) Regulations 2009 do not become applicable, however, SEBI has vide its circular

SEBI/CIR/CFD/DIL/5/2013 dated February 4, 2013 read with circular no. CIR/CFD/DIL/8/2013 dated

May 21, 2013, has subject to certain conditions permitted unlisted issuer companies to make an

application for relaxing from the strict enforcement of Rule 19 (2) (b) of SCRR, as amended. Our

Company has submitted its Information Memorandum, containing information about itself, making

disclosure in line with the disclosure requirement for public issues as, applicable to NSE and BSE for

making the said Information Memorandum available to public through websites viz.

www.nseindia.com and www.bseindia.com. Our Company has made the said Information

Memorandum available on its website www.nxtbloc.in. Our Company will publish an advertisement in

the news papers containing its details in line with the details required as per the above mentioned

circular. The advertisement will draw specific reference to the availability of this Information

Memorandum on its website.

Prohibition by SEBI

The Company, its directors, its promote, other companies promoted by the promoter and companies

with which the Company‟s directors are associated as director‟s have not been prohibited from

accessing the capital market under any order or direction passed by SEBI.



http://www.adroitcorporate.com/

http://www.nseindia.com/

http://www.bseindia.com/


22

General Disclaimer from the Company

The Company accepts no responsibility for statements made otherwise than in the Information

Memorandum or in the advertisements published in terms of SEBI Circular SEBI/CFD/DIL/5/2013 or

any other material issued by or at the instance of the Company and anyone placing reliance on any

other source of information would be doing so at his or her own risk. All information shall be made

available by the Company to the public and investors at large and no selective or additional information

would be available for a section of the investors in any manner.

23

CAPITAL STRUCTURE

The Capital Structure of our Company - Pre Scheme of Arrangement and Demerger

Particulars Aggregate Nominal Value (`) Authorized Share Capital

(1,00,000 Equity Shares of face value of ` 10 each) 10,00,000

Issued, Subscribed and paid-up share capital

(70,000Equity Shares of `10 each)

7,00,000

The Capital Structure of our Company- Post Scheme of Arrangement and Demerger

Particulars Aggregate Nominal Value (`) Authorized Share Capital

1,50,00,000 Equity Shares of face value of `10 each

15,00,00,000

Issued, Subscribed and paid-up share capital

1,41,57,575 Equity Shares of `10 each

14,15,75,750

Notes to the Capital Structure:

1. Changes in Authorised Share Capital

The details of changes in authorised share capital of our Company since Incorporation are as follows:

(in `, except share data)

Date of

Meeting

Nature of Change Particulars

Cumulative

No. of

Equity

Shares

Face

Value

(`)

Authorised

Share

Capital

(in `)

NA Incorporation Rs. 10,00,000/- 1,00,000 10 10,00,000

March 16,

2016

Increse in Authorised Share

Capital Pursuant to Scheme of

Arrangement and Demerger

From Rs. 10,00,000/- to

Rs. 5,10,00,000/-

51,00,000 10 5,10,00,000

April 11,

2016

Increase From Rs. 5,10,00,000/-

to Rs. 15,00,00,000/-

1,50,00,000 10 15,00,00,000

2. Equity Share Capital History

(in `, except share data)

Date of

Allotment

No. of

Equity

Shares

Cumulative

No. of

Equity

Shares

Face

Value

(in `)

Issue

Price

(in `)

Cumulative

Paid up

Capital (in

`)

Nature of

consider-

ation

Category ofAllottees

On

Incorporation

70,000 70,000 10 10 7,00,000 Cash Subscribers to MOA

April 30,

2016

(70,000) - 10 - - - Cancellation of Share

Capital pursuant to

Scheme of

Arrangement

April 30,

2016

1,41,57,575 1,41,57,575 10 10 14,15,75,750 Other than

cash Allotment pursuant to

the Scheme

Equity shares have been allotted in terms of Scheme approved under sections 391-394 of the

Companies Act, 1956. Details of the Scheme have been provided at page 35 of the Information

Memorandum.

24

3. Our Shareholding Pattern of our Company before and after the Scheme of Arrangement and Demerger:

The table below presents our shareholding pattern before the Effective Date

Table I: Summary statement holding of specified securities Cate-

gory

Category of

shareholders

No. of

share-

holders

No. of fully

paid up

Equity

Shares held

No. of

partly

paid

up

Equity

Shares

held

No. of

shares

underlying

Depository

Receipts

Total no. of

shares held

Share-

holding as

a %age of

total no. of

shares

(calculated

as per

SCRR,

1957)

No. of voting rights held in each class of

securities

No. of

shares

underlying

outstanding

convertible

securities

(including

warrants)

Shareholding

as %

assuming full

conversion of

convertible

securities (as

a % of diluted

share capital)

No. of locked in shares No. of shares pledged No. of Equity

Shares held in

dematerialised

form

(as a % of

(A+B+C)

No. of voting rights Total as

% of

(A+B+C)

No. (a) As a % of

total shares

held (b)

No. (a) As a %

of total

shares

held (b)

(I) (II) (III) (IV) (V) (VI) (VII) = IV + V

+ VI

(VIII) Class X Class

Y

Total (IX) (X) (XI) = (VII) +

(X) as a % of

(A+B+C)

(XII) (XIII) (XIV)

(A) Promoter

&Promoter

Group

7 70000 - - 70000 100.00 70000 - 70000 100.00 - 100.00 - - - - 70000

(B) Public - - - - - - - - - - - - - - - - -

(C) Non

promoter

non public

- - - - - - - - - - - - - - - - -

(C1) Shares

underlying

DRs

- - - - - - - - - - - - - - - - -

(C2) Shares held

by

Employee

trust

- - - - - - - - - - - - - - - - -

Total 7 70000 - - 70000 100.00 70000 - 70000 100.00 - 100.00 - - - - 70000

25

Table II: Statement showing shareholding pattern of the Promtoer and Promoter Group Cate-

gory

Category of share-holders PAN No. of

share-

holders

No. of fully

paid up

Equity Shares

held

No. of

partly

paid

up

Equity

Shares

held

No. of

shares

underlying

Depository

Receipts

Total no. of

shares held

Share-holding

as a %age of

total no. of

shares

(calculated as

per SCRR,

1957)

No. of voting rights held in each

class of securities

No. of

shares

underlying

outstanding

convertible

securities

(including

warrants)

Shareholding

as %

assuming full

conversion of

convertible

securities (as

a % of diluted

share capital)

No. of locked in

shares

No. of shares

pledged

No. of Equity

Shares held

in

dematerialise

d form

(as a % of

(A+B+C)


% of

(A+B+C)

No. (a) As a %

of total

shares

held (b)

No. (a) As a %

of total

shares

held (b)

(I) (II) (III) (IV) (V) (VI) (VII) = IV +

V + VI

(VIII) Class

X

Class

Y


(X) as a % of

(A+B+C)

(XII) (XIII) (XIV)

A(1) Indian

(a) Individuals / HUF 7

Narayn Sitaram Saboo* ADEPS9319P 1 - - 1 0.00 1 - 1 0.00 - - - - - - 1

Naresh Sitaram Saboo* ACTPS6382E 1 - - 1 0.00 1 - 1 0.00 - - - - - - 1 Sitaram Nandlal Saboo* AAEHS0941L 1 - - 1 0.00 1 - 1 0.00 - - - - - - 1 Manish Narayan Saboo* AUXPS0007N 1 - - 1 0.00 1 - 1 0.00 - - - - - - 1 Mohit Narayan Saboo* BMOPS0615J 1 - - 1 0.00 1 - 1 0.00 - - - - - - 1 Madhu Naryan Saboo* ADEPS9318N 1 - - 1 0.00 1 - 1 0.00 - - - - - - 1 Sonia Naresh Saboo* APYPS9172C 1 - - 1 0.00 1 - 1 0.00 - - - - - - 1 (b) Central Govt / State Govt - - - - - - - - - - - - - - - - -

(c) Financial Institutions /

Banks

- - - - - - - - - - - - - - - - -

(d) Any other Bodies

Corporate

1 69993 - - 69993 99.99 69993 - 69993 99.99 - - - - - - 69993

Mohit Industries Limited 69993 - - 69993 99.99 69993 - 69993 99.99 - - - - - - 69993

Sub-total A(1) 8 70000 - - 70000 100.00 70000 - 70000 100.00 - - - - - - 70000

A(2) Foreign - - - - - - - - - - - - - - - - - -

(a) Individuals (Non resident Individuals / Foreign Individuals)

- - - - - - - - - - - - - - - - - -

(b) Government - - - - - - - - - - - - - - - - - -

(c) Institutions - - - - - - - - - - - - - - - - - -

(d) Foreign Portfolio

Investors

- - - - - - - - - - - - - - - - - -

(e) Any others (Foreign

Bodies Corporate)

- - - - - - - - - - - - - - - - - -

Sub-total A(2) - - - - - - - - - - - - - - - - - -

- - - - - - - - -

Total shareholding of

Promtoer & Promoter

Group (A) = (A)(1) +

(A)(2)

70000 70000 - - 70000 100.00 70000 - 70000 100.00 - - - - - - 70000

* Equity Shares are jointly held with Mohit Industries Limtied as first holder

26

Table III: Statement showing shareholding pattern of public shareholder

Cate-

gory


share-

holders

No. of fully

paid up

Equity Shares

held

No. of

partly

paid

up

Equity

Shares

held

No. of

shares

underlying

Depository

Receipts

Total no. of

shares held

Share-

holding as

a %age of

total no. of

shares

(calculated

as per

SCRR,

1957)


class of securities

No. of

shares

underlying

outstandin

g

convertible

securities

(including

warrants)

Shareholdin

g as %

assuming

full

conversion

of

convertible

securities

(as a % of

diluted

share

capital)

No. of locked in

shares

No. of shares

pledged

No. of Equity

Shares held

in

dematerialise

d form

(as a % of

(A+B+C)


% of

(A+B+C)

No. (a) As a %

of total

shares

held (b)

No. (a) As a %

of total

shares

held (b)


V + VI


Y

Total (IX) (X) (XI) = (VII)

+ (X) as a %

of (A+B+C)

(XII) (XIII) (XIV)

1 Institutions

(a) Mutual Funds - - - - - - - - - - - - - - - - -

(b) Venture Capital Fund - - - - - - - - - - - - - - - - -

( c ) Altemate Investment Fund - - - - - - - - - - - - - - - - -

(d) Foreign venture capital investor - - - - - - - - - - - - - - - - -

(e) Foreign portfolio investor - - - - - - - - - - - - - - - - -

(f) Financial Institutions / Banks - - - - - - - - - - - - - - - - -

(g) Insurance Companies - - - - - - - - - - - - - - - - -

(h) Provident funds / pension funds - - - - - - - - - - - - - - - - -

(i) Any other ( Foreign Institutional

Investors)

- - - - - - - - - - - - - - - - -

Sub Total (B)(1) - - - - - - - - - - - - - - - - -

2 Central Government / State

Government / President of India

- - - - - - - - - - - - - - - - -

Sub Total (B)(2) - - - - - - - - - - - - - - - - -

3 Non Institutions

(a) Individual shareholders holding

nominal share capital upto

Rs.2.00 lac

- - - - - - - - - - - - - - - - -

Individual shareholders holding

nominal share capital in excess of

Rs.2.00 lac

- - - - - - - - - - - - - - - - -

(b) NBFC registered with RBI - - - - - - - - - - - - - - - - -

( C) Employees Trusts - - - - - - - - - - - - - - - - -

(d) Overseas Depositories (holding

DR) balancing figure

- - - - - - - - - - - - - - - - -

(e) Any other - - - - - - - - - - - - - - - - -

Sub Total (B)(3) - - - - - - - - - - - - - - - - -

Total public shareholding (B) =

(B)(1)+(B)(2)+(B)(3)

- - - - - - - - - - - - - - - - -

27

Table IV: Statement showing shareholding pattern of Non promoter Non public shareholder Cate-

gory


share-

holders

No. of fully

paid up

Equity Shares

held

No. of

partly

paid

up

Equity

Shares

held

No. of

shares

underlying

Depository

Receipts

Total no. of

shares held

Share-

holding as

a %age of

total no. of

shares

(calculated

as per

SCRR,

1957)


class of securities

No. of

shares

underlyi

ng

outstandi

ng

convertib

le

securities

(includin

g

warrants

)

Shareholdi

ng as %

assuming

full

conversion

of

convertible

securities

(as a % of

diluted

share

capital)

No. of locked in

shares

No. of shares

pledged

No. of Equity

Shares held

in

dematerialise

d form

(as a % of

(A+B+C)


% of

(A+B+C)

No. (a) As a %

of total

shares

held (b)

No. (a) As a %

of total

shares

held (b)


V + VI


Y

Total (IX) (X) (XI) =

(VII) + (X)

as a % of

(A+B+C)

(XII) (XIII) (XIV)

1 Custodian / DR Holder - - - - - - - - - - - - - - - - -

(a) Name of DR Holder (if any) - - - - - - - - - - - - - - - - -

2 Employees benefit trust (under SEBI

(Share based employee benefit)

Regulations, 2014

- - - - - - - - - - - - - - - - -

(b) Total non promoter non public

shareholding (C) = (C)(1) + (C)(2)

- - - - - - - - - - - - - - - - -

28

The tables below presents our shareholding pattern after allotment pursuant to the Scheme


gory

Category of

shareholders

No. of

share-

holders

No. of fully paid

up Equity

Shares held

No. of

partly

paid

up

Equity

Shares

held

No. of shares

underlying

Depository

Receipts

Total no. of

shares held

Share-

holding as

a %age of

total no. of

shares

(calculated

as per

SCRR,

1957)

No. of voting rights held in each class of securities No. of

shares

underlyin

g

outstandi

ng

convertibl

e

securities

(including

warrants)

Shareholding

as %

assuming full

conversion of

convertible

securities (as

a % of diluted

share capital)


Shares held in

dematerialised

form

(as a % of

(A+B+C)


% of

(A+B+C)

No. (a) As a %

of total

shares

held (b)

No. (a) As a %

of total

shares

held (b)


+ VI


Y


(X) as a % of

(A+B+C)

(XII) (XIII) (XIV)

(A) Promoter

&Promoter

Group

14 9706615 - - 9706615 68.56 9706615 - 9706615 68.56 - 68.56 - - - - 9706615

(B) Public 1415 4450960 - - 4450960 31.44 4450960 - 4450960 31.44 - 31.44 - - - - 4414428

(C) Non

promoter

non public

- - - - - 0.00 - - - 0.00 - 0.00 - - - - -

(C1) Shares

underlying

DRs

- - - - - 0.00 - - - 0.00 - 0.00 - - - - -

(C2) Shares held

by

Employee

trust

- - - - - 0.00 - - - 0.00 - 0.00 - - - - -

Total 1429 14157575 - - 14157575 100.00 14157575 - 14157575 100.00 - 100.00 - - - - 14121043

29

Table II: Statement showing shareholding pattern of the Promtoer and Promoter Group Cate-

gory

Category of share-

holders

PAN No. of

share-

holder

s

No. of fully

paid up

Equity Shares

held

No. of

partly

paid

up

Equity

Shares

held

No. of

shares

underlying

Depository

Receipts

Total no. of

shares held

Share-

holding as

a %age of

total no. of

shares

(calculated

as per

SCRR,

1957)


securities

No. of

shares

underlyi

ng

outstandi

ng

convertib

le

securities

(includin

g

warrants

)

Shareholdi

ng as %

assuming

full

conversion

of

convertible

securities

(as a % of

diluted

share

capital)


Shares held

in

dematerialise

d form

(as a % of

(A+B+C)


% of

(A+B+C)

No. (a) As a %

of total

shares

held (b)

No. (a) As a %

of total

shares

held (b)


V + VI


Y


(VII) + (X)

as a % of

(A+B+C)

(XII) (XIII) (XIV)

A(1) Indian

(a) Individuals / HUF 10 39,64,678 - - 39,64,678 28.00 39,64,678 - 39,64,678 28.00 - 28.00 - - - - 39,64,678

Ayushi Sudhir Jain AHMPJ5063F 1 2,00,000 - - 2,00,000 1.41 2,00,000 - 2,00,000 1.41 - 1.41 - - - - 2,00,000

Madhu Narrayan

Saboo

ADEPS9318N 1 8,25,651 - - 8,25,651 5.83 8,25,651 - 8,25,651 5.83 - 5.83 - - - - 8,25,651

Manish Saboo AUXPS0007N 1 2,65,440 - - 2,65,440 1.87 2,65,440 - 2,65,440 1.87 - 1.87 - - - - 2,65,440

Naryan Sitaram

Saboo

AABHN1785N 1 2,72,866 - - 2,72,866 1.93 2,72,866 - 2,72,866 1.93 - 1.93 - - - - 2,72,866

Sitaram Saboo ADZPS7529N 1 5,50,021 - - 5,50,021 3.88 5,50,021 - 5,50,021 3.88 - 3.88 - - - - 5,50,021

SItaram Nandlal

Saboo

AAEHS0941L 1 1,50,000 - - 1,50,000 1.06 1,50,000 - 1,50,000 1.06 - 1.06 - - - - 1,50,000

Sonia Saboo APYPS9172C 1 2,00,000 - - 2,00,000 1.41 2,00,000 - 2,00,000 1.41 - 1.41 - - - - 2,00,000

Mohit Naryan

Saboo

BMOPS0615J 1 3,02,836 - - 3,02,836 2.14 3,02,836 - 3,02,836 2.14 - 2.14 - - - - 3,02,836

Naryan Saboo ADEPS9319P 1 9,29,440 - - 9,29,440 6.56 9,29,440 - 9,29,440 6.56 - 6.56 - - - - 9,29,440

Naresh Sitaram

Saboo

ACTPS6382E 1 2,68,424 - - 2,68,424 1.90 2,68,424 - 2,68,424 1.90 - 1.90 - - - - 2,68,424

(b) Central Govt /

State Govt

- - - - - - - - - - - - - - - - -

(c) Financial

Institutions /

Banks

- - - - - - - - - - - - - - - - -

(d) Any other - - - - - - - - - - - - - - - - -

d(1) Bodies Corporate 4 5741937 - - 5741937 40.56 5741937 - 5741937 40.56 - 40.56 - - - - 5741937

Mask Investments

Ltd

AACCM7549P 1 15,02,706 - - 15,02,706 10.61 15,02,706 - 15,02,706 10.61 - 10.61 - - - - 15,02,706

Mohit Exim Pvt

Ltd

AAGCM3429A 1 6,00,000 - - 6,00,000 4.24 6,00,000 - 6,00,000 4.24 - 4.24 - - - - 6,00,000

Mohit Overseas

Limited

AAECM0353K 1 15,98,622 - - 15,98,622 11.29 15,98,622 - 15,98,622 11.29 - 11.29 - - - - 15,98,622

30

Mohit Yarns

Limited

AABCM5902F 1 20,40,609 - - 20,40,609 14.41 20,40,609 - 20,40,609 14.41 - 14.41 - - - - 20,40,609

Sub-total A(1) 14 97,06,615 - - 97,06,615 68.56 97,06,615 - 97,06,615 68.56 - 68.56 - - - - 97,06,615

A(2) Foreign - - - - - - - - - - - - - - - - -


- - - - - - - - - - - - - - - - -

(b) Government - - - - - - - - - - - - - - - - -

(c) Institutions - - - - - - - - - - - - - - - - -

(d) Foreign

Portfolio

Investors

- - - - - - - - - - - - - - - - -

(e) Any others

(Foreign Bodies

Corporate)

- - - - - - - - - - - - - - - - -

- - - - - - - -

Sub-total A(2) - - - - - - - - - - - - - - - - -

Total

shareholding of

Promtoer and

Promoter

Group (A) =

(A)(1) + (A)(2)

14 97,06,615 - - 97,06,615 68.56 97,06,615 - 97,06,615 68.56 - 68.56 - - - - 97,06,615

31

Table III: Statement showing shareholding pattern of public shareholder Cate-

gory

Category of share-

holders

PAN No. of

share-

holders

No. of fully

paid up

Equity Shares

held

No. of

partly

paid

up

Equity

Shares

held

No. of

shares

underlying

Depository

Receipts

Total no. of

shares held

Share-

holding as

a %age of

total no. of

shares

(calculated

as per

SCRR,

1957)


securities

No. of

shares

underlyi

ng

outstandi

ng

convertib

le

securities

(includin

g

warrants

)

Shareholdi

ng as %

assuming

full

conversion

of

convertible

securities

(as a % of

diluted

share

capital)


Shares held

in

dematerialise

d form

(as a % of

(A+B+C)


% of

(A+B+C)

No. (a) As a %

of total

shares

held (b)

No. (a) As a %

of total

shares

held (b)


V + VI


Y


(VII) + (X)

as a % of

(A+B+C)

(XII) (XIII) (XIV)

1 Institutions - - - - - - - - - - - - - - - - -

(a) Mutual Funds - - - - - - - - - - - - - - - - -

(b) Venture Capital

Fund

- - - - - - - - - - - - - - - - -

( c ) Altemate

Investment Fund

- - - - - - - - - - - - - - - - -

(d) Foreign venture

capital investor

- - - - - - - - - - - - - - - - -

(e) Foreign portfolio

investor

- - - - - - - - - - - - - - - - -

(f) Financial

Institutions /

Banks

- - - - - - - - - - - - - - - - -

(g) Insurance

Companies

- - - - - - - - - - - - - - - - -

(h) Provident funds /

pension funds

- - - - - - - - - - - - - - - - -

(i) Any other (

Foreign

Institutional

Investors)

- - - - - - - - - - - - - - - - -

Sub Total (B)(1) - - - - - - - - - - - - - - - - -

2 Central

Government /

State

Government /

President of India

- - - - - - - - - - - - - - - - -

Sub Total (B)(2) - - - - - - - - - - - - - - - - -

3 Non Institutions - - - - - - - - - - - - - - - - -

32

(a) Individual

shareholders

holding nominal

share capital upto

Rs.2.00 lac

1306 966401 - - 966401 6.83 966401 - 966401 6.83 - 6.83 - - - - 931369

Individual

shareholders

holding nominal

share capital in

excess of Rs.2.00

lac

29 1948426 - - 1948426 13.76 1948426 - 1948426 13.76 - 13.76 - - - - 1948426

(b) NBFC registered

with RBI

- - - - - 10.85 - - - 10.85 - 10.85 - - - - -

( C) Employees

Trusts

- - - - - - - - - - - - - - - - -

(d) Overseas

Depositories

(holding DR)

balancing figure

- - - - - - - - - - - - - - - - -

(e) Any other 80 1536133 - - 1536133 10.85 1536133 - 1536133 10.85 - 10.85 - - - - 1534633

Non resident

Indians

6 1054 - - 1054 0.01 1054 - 1054 0.01 - 0.01 - - - - 1054

Corporate

bodies

(Resident)

66 1531086 - - 1531086 10.81 1531086 - 1531086 10.81 - 10.81 - - - - 1529586

Foreign

corporate bodies

- - - - - - - - - - - - - - - - -

Trusts 1 1 - - 1 0.00 1 - 1 0.00 - 0.00 - - - - 1

Foreign national - - - - - - - - - - - - - - - - -

Clearing

Members

7 3992 - - 3992 0.03 3992 - 3992 0.03 - 0.03 - - - - 3992

Hindu Undivided

families

- - - - - - - - - - - - - - - - -

Sub Total (B)(3) 1415 4450960 - - 4450960 31.44 4450960 - 4450960 31.44 - 31.44 - - - - 4414428

Total public

shareholding (B)

=

(B)(1)+(B)(2)+(B

)(3)

1415 4450960 - - 4450960 31.44 4450960 - 4450960 31.44 - 31.44 - - - - 4414428

33


gory


share-

holders

No. of fully

paid up

Equity

Shares held

No. of

partly

paid

up

Equity

Shares

held

No. of

shares

underlying

Depository

Receipts

Total no. of

shares held

Share-

holding as

a %age of

total no. of

shares

(calculated

as per

SCRR,

1957)


class of securities

No. of

shares

underlying

outstandin

g

convertible

securities

(including

warrants)

Shareholdi

ng as %

assuming

full

conversion

of

convertible

securities

(as a % of

diluted

share

capital)


Shares held

in

dematerialise

d form

(as a % of

(A+B+C)


% of

(A+B+C)

No. (a) As a % of

total shares

held (b)

No. (a) As a % of

total shares

held (b)

(I) (II) (III) (IV) (V) (VI) (VII) = IV

+ V + VI


Y


(VII) + (X)

as a % of

(A+B+C)

(XII) (XIII) (XIV)





Regulations, 2014

- - - - - - - - - - - - - - - - -



- - - - - - - - - - - - - - - - -

34

4. Equity Shares held by Top Ten Shareholders

(a) Our shareholders and the number of Equity Shares of `10 each held by them as on the date of the

Information Memorandum is as follows:

S.

No.

Name of the Shareholders No. of Equity Shares % of total

Shareholding

1 Mohit Yarns Limited 2,040,609 14.41

2 Mohit Overseas Limited 1,598,622 11.29

3 Mask Investments Limited 1,502,706 10.61

4 Mohit Exim Private Limited 600,000 4.24

5 Narayan Saboo 929,440 6.56

6 Madhu Narayan Saboo 825,651 5.83

7 Nxt Fab Private Limited 734,654 5.19

8 Nxt Polyester Private Limited 634,773 4.48

9 Sitaram Saboo 550,021 3.88

10 Simmi Rajesh Nandwani 442,538 3.13

Total 9,859,014 69.62

(b) Our shareholders and the number of Equity Shares of `10 each held by them 10 days prior to the

date of the Information Memorandum is as follows:

S.

No.

Name of the Shareholders No. of Equity Shares % of total

Shareholding

1 Mohit Yarns Limited 2,040,609 14.41

2 Mohit Overseas Limited 1,598,622 11.29

3 Mask Investments Limited 1,502,706 10.61

4 Mohit Exim Private Limited 600,000 4.24

5 Narayan Saboo 929,440 6.56

6 Madhu Narayan Saboo 825,651 5.83

7 Nxt Fab Private Limited 734,654 5.19

8 Nxt Polyester Private Limited 634,773 4.48

9 Sitaram Saboo 550,021 3.88

10 Simmi Rajesh Nandwani 442,538 3.13

Total 9,859,014 69.62

5. Our Promoter, Promoter Group, Directors and their relatives have not sold or purchased any shares

of our Company during the period of six months preceding the date of the Information

Memorandum.

6. Our Promoter, Promoter Group, Directors and their relatives have not financed the purchase by

any other person of the Equity Shares of our Company during the period of six months

immediately preceding the date of the Information Memorandum.

7. As on the date of the Information Memorandum, there are no outstanding warrants, options or

rights to convert debentures, loans or other instruments.

8. As on the date of the Information Memorandum, the issued capital of our Company is fully paid

up.

9. The Equity Shares held by the Promoter are not subject to any pledge.

10. Neither we, nor our Directors, Promoter, Promoter Group Entities have entered into any buyback

and / or standby arrangements and / or similar arrangements for the purchase of our Equity Shares

from any person.

11. We do not have any Employees Stock Option Scheme or Employees Stock Purchase Scheme.

12. As on the date of the Information Memorandum, we have 1,429 members.

13. There shall be only one denomination for the Equity Shares of the Company, subject to applicable

regulations and Company shall comply with such disclosure and accounting norms specified by

SEBI, from time to time.

35

SCHEME OF ARRANGEMENT

For definitions of the terms used herein, but if not defined, you may refer to the Composite Scheme of

Arrangement

The Scheme of Arrangement and Demerger is for the demerger of AAC Block Division of Mohit

Industries Limited (Demerged Company), a company incorporated under the Companies Act, 1956 and

having its registred office at 6th

Floor, A-601/B, Internantional Trade Centre, Majura Gate, Ring Road,

Surat – 395 002, Gujarat, India as a going concern with all its assets (fixed and movable) and liabilities

pertaining to AAC Block Division situated at Survey No. 279/7 Paikee 1 & 2, Khata No. 1076, Moje

Khatalwada, Khatalwada Manda Road, Umargaon, Valsad, Gujarat, India to and in Bigbloc

Construction Limited (Resulting Company) a company incorporated under the Companies Act 2013

and having its registered office at A - 601/B, Internantional Trade Centre, Majura Gate, Ring Road,

Surat – 395 002, Gujarat, India.

Rationale for the Scheme:

The Board of Directors of Mohit Industries Limited are of the opinion that the Scheme of Arrangement

and Demerger would benefit the shareholders, employees and creditors of the Company in the

following manner:

a. To achieve better growth of both verticals independently.

b. To ensure proper focus on individual division/Division.

c. To achieve better valuation for both divisions in the hands of shareholders.

d. To achieve better compliance of respective government regulations as both verticals have different

compliances.

Approvals with respect to Scheme of Arrangement

The Hon‟ble High Court of Gujarat at Ahmedabad vide its Order dated February 22, 2016 has

sanctioned the Scheme of Arrangement and Demerger between Mohit Industries Limited and Bigbloc

Construction Limited and their respective Shareholders and Creditors for demerger and transfer of

Demerged Undertakings of Mohit Industries Limited into Bigbloc Construction Limited under sections

391 to 394 of the Companies Act, 1956. In accordance with the said Scheme, the equity shares of our

Company issued subject to applicable regulations shall be listed and admitted to trading on the NSE

and BSE. Such listing and admission for trading is not automatic and will be subject to such other

terms and conditions as may be prescribed by the Stock Exchanges at the time of application by our

Company seeking listing.

36

STATEMENT OF TAX BENEFITS

Date: 27.05.2016

To,

The Board of Directors,

Bigbloc Construction Limited,

Surat

Dear Sirs,

Sub: Statement of Possible Tax Benefits available to Bigbloc Construction Limited („the

Company‟)and its sharholders

We hereby report that enclosed statement states the possible tax benefits available to the Company

under the Income Tax Act,1961 presently force in India and to the shareholders of the Company under

the Direct Tax Laws presently in force in India. Several of benefits are dependent on the company or its

shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence, the ability of the

company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions,

which based on business imperatives the company faces in future, the Company may or may not

choose to fulfill.

The benefits discussed in enclosed annexure are not exhaustive. This statement is only intended to

provide general information to the investor and is neither designed nor intended to be a substitute for

professional tax advice. In view of the individual nature of the tax consequences and changing tax laws,

each investor is advised to consult his own tax consultant with respect to specific tax implications

arising out of their investment in the shares of the company, particularly in view of the fact that there

could be different interpretations in legislation.

Unless otherwise specified, sections referred to in the annexure are sections of Income Tax Act, 1961.

All the provisions set out in the annexure are subject to conditions specified in the respective

sections.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 or 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. No assurance is given that the revenue authorities/courts will concur with the views

expresses herein. Our views are based on the existing provisions of law and its interpretation, which are

subject to change from time to time. We do not assume responsibility to update the views consequent

to such changes.

For A.K Ostwal & Co.

Chartered Accountants,

(Ashok Kumar Jain)

Partner

Membership No. – 038521

Surat, 27th

May, 2016

FRN : 107200W

37

STATEMENT OF TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS

SHAREHOLDERS

UNDER THE INCOME TAX ACT, 1961 (HEREINAFTER REFERRED TO AS THE IT ACT):

1. SPECIAL BENEFITS AVAILABLE TO THE COMPANY

There are no special tax benefits available to the company.

2. SPECIAL BENEFITS AVAILABLE TO THE SHAREHOLDERS

There are no special tax benefits available to the shareholders.

3. GENERAL BENEFITS AVAILABLE TO THE COMPANY:

(i) Subject to compliance with certain condition laid down in Section 32 of the IT Act, the

company will be entitled of deduction for depreciation:

a. In respect of tangible assets and intangible assets in nature of know-how, patents,

copyrights, licenses, franchise or any other business or commercial rights of similar

nature acquired on or after 1st day of April, 1998 at the rates prescribed under the Income-

tax Rules, 1962.

b. In respect of specified new plant and machinery which has been acquired and installed

after 31st March,2005 for manufacturing facilities , an additional depreciation u/s 32(1)(ii

a) at 20% of the actual cost of such plant and machinery in the year in which the new

plant and machinery is first put to use.

(ii) Subject to compliance of certain conditions laid down in Section 32 AC of the IT Act, the

Company will be entitled to a deduction of a sum equal to 15% of the actual cost of the

new plant and machinery (excluding the items specified in sub section 4 of section 32

AC) for the AY 2016-17 and AY 2017-18 if the cost of new plant or machinery acquired

and installed during the previous year exceeds twenty-five crores rupees.

(iii) In accordance with the provision of Section 35DD of the IT Act, expenditure incurred

wholly or exclusively for the purpose of amalgamation or demerger of an undertaking, the

Company shall be allowed a deduction of an amount equal to one fifth of such expenses

for each of the five consecutive previous years beginning with the previous year in which

the amalgamation or demerger takes place.

(iv) The Company will be entitled to amortized preliminary expenses being the expenditure

incurred on public issue of shares, under Section 35D(2)(c)(iv) of the IT Act, subject to

the nature of expenses and the limit specified in Section 35D(3).

(v) The Company will be entitled to claim against the future taxable profit, balance of carried

forward losses, to the extent allocated by Mohit Industries Limited to it on demerger,

computed under the Income tax Laws.

(vi) Where any tax is paid under section 115JB(1) of the IT Act (hereinafter referred to as

Minimum Alternate tax or “MAT”) for any assessment year commencing on 1st April,

2006, the section 115AA(1A) provides that credit in respect of tax so paid shall be

allowed to the Company in accordance with the Provisions of the IT Act. The Credit

eligible to be carried forward will be the difference between the MAT paid and the tax

computed as per the Normal provisions of the IT Act for the assessment year. Such MAT

credit is allowed to be carried forward for set off purpose for up to 10 years succeeding

the year in which the MAT credit is allowed.

(vii) As per provisions of Section 47 of the IT Act, any transfer, in a demerger, of a capital

asset by the demerged company to the resulting company is exempt from capital gain tax.

38

4. GENERAL BENEFITS AVAILABLE TO THE SHAREHOLDERS OF THE COMPANY:

A. RESIDENTS:

(i) Under Section 10(34) of the IT Act, income by way of dividends referred in Section 115-

O of the IT Act received from domestic company is exempt from income tax in the hands

of shareholder. As per provisions of Section 14A of the IT Act, expenditure incurred to

earn an exempt income is not allowed as deduction while determining taxable income.

(ii) The Long-term Capital Gains accruing to the members of the Company on sale of the

Company‟s shares in a transaction entered into in a recognized stock exchange in India,

and where such transaction is chargeable to Securities Transaction Tax, shall be exempt

from tax as per provisions of Section 10(38) of the IT Act.

(iii) The Short Term Capital Gains accruing to the members of the Company on sale of the

Company‟s shares in a Transaction entered into in a recognized stock exchange in India,

and where such transaction is Chargeable to Securities Transaction Tax,

Tax will be chargeable @ 15% plus applicable surcharge and education cess as per

provisions of Section 111A of the IT Act.

(iv) As per provisions of Section 112 of the IT Act, Long term, gains accruing to the members

of the Company from the transfer of shares of the Company, which have not suffered

Securities Transaction Tax shall be charged to tax @ 20% (plus applicable surcharge and

education cess) after deducting from the sale proceeds the indexed cost of acquisition or

at 10% (plus applicable surcharge and education cess) after deducting from the sale

proceeds the cost of acquisition without indexation.

(v) The members are entitled to claim exemption in respect of tax on long term capital gains

under Section 54EC of the IT Act, if the amount of capital gains is invested in certain

specified bonds/securities subject to the fulfilment of the conditions specified in those

Sections.

(vi) Individual or HUF members can avail exemption under Section 54F of the IT Act by

utilization of the sales consideration for purchase / construction of a residential house

within the specified time period and subject to the fulfillment of the conditions specified

therein.

(vii) Under Section 36(xv) of the IT Act, the assesse can claim deduction of an amount equal

to the Securities Transaction Tax paid by the assesse in respect of taxable securities

transactions enters into in the course of his business during the previous year, if the

income arising from such taxable securities transaction is included in the income

computed under the head “Profit and gains of Business or Profession”.

B. NON-RESIDNETS / NON-RESIDENT INDIANS:

(i) Dividends income received by the non-resident/non- resident Indian shareholders from

the domestic company shall be exempt under Section 10(34) read with Section 115-O of

The IT Act. As per provisions of Section 14A of the IT Act, expenditure incurred to earn

exempt income is not allowed as deduction while determining taxable income.

(ii) As per Section 90(2) of the IT Act, provisions of Double Taxation Avoidance Agreement

between India and the country of residence of the Non-Resident/Non-Resident Indian

would prevail over the provisions of the IT Act to the extent the same are more beneficial

to the Non-resident/Non-resident Indian subject to Tax Residency Certificate being

furnished as per prescribed format.

(iii) As per provisions of Section 115E of the IT Act, Long Term Capital Gain arising to a

Non- Resident Indian from transfer of specified foreign exchange assets is taxable at the

rate 10% (plus applicable surcharges and cess). Further income from investment and long

term capital gain assets (other than specified foreign exchange asstes) arising to a Non-

39

Resident Indian is taxable at the rate of 20% (Plus applicable surcharge and cess). No

deduction is allowed from such income in respect of any expenditure or allowance or

deductions under Chapter VI-A of the IT Act. Further, the benefit of first proviso to

section 48 shall not be available. However, long-term Capital Gains accruing to the

members of the Company on sale of the Company‟ share in a transaction entered into in a

recognized stock exchanges in India, and where such transaction is chargeable to

Securities Transaction Tax, shall be exempt from tax as per provisions of Section 10(38)

of the IT Act.

(iv) As per provisions of Section 115F of the IT Act, Long Term Capital Gain arising to a

Non-Resident Indian from transfer of a foreign exchange assets is exempt from tax if the

net consideration from such transfer is invested in the specified assets or savings

certificates within six months from the date of such transfer, subject to the extent and

conditions specified in that section.

(v) As per the provisions of Section 115G of the IT Act, Non-Resident Indian are not

required to file a return of income under Section 139(1) of the Act, If their only source of

income is eligible investment income or long term capital gains, provided tax has been

deducted at source from such income as per the provisions of Chapter XVII-B of the Act.

(vi) Under Section 115H of the IT Act, where the Non-Resident Indian becomes assessable as

a resident in India, he may furnish a declaration in writing to the Assessing Officer, along

with return of income for that year under Section 139 of the Act to the effect that the

provisions of the Chapter XII-A shall continue to apply to him in relation to such

investment income derived from the specified assets for that year and subsequent

assessment years until such assets are converted into money.

(vii) As per provisions of Section 115I of the Act, a non-resident Indian may elect not to be

governed by the provisions of Chapter XII-A for any assessment year by furnishing his

return of income for that assessment year and accordingly his total income for that

assessment year will be computed in accordance with the other provisions of the Act.

C. BENEFITS AVAILABLE TO FOREIGN INSTITUTIONAL INVESTORS (FIIs):

(i) Under Section 10(34) of the IT Act, income by way of dividends referred in Section 115-

O of the IT Act received from domestic company is exempt from income tax in the hands

of shareholder.

(ii) Income arising on transfer of the shares of the Company will be exempt under section

10(38) of the IT Act if the said shares are long-term capital assets and securities

transaction tax has been charges on the said transaction.

(iii) Under section 115AD(1)(b)(iii) of the IT Act, income by way of long-term capital gains

arising from the transfer of shares held in the Company not covered under point (ii) above

will be chargeable to tax at the rate of 10% (plus applicable surcharge and cess).

(iv) Short-term capital gains arising on transfer of the transfer of the shares of the Company

will be chargeable to tax at the rate of 15% (plus applicable surcharge and cess) as per the

provisions of section 111A of the IT Act if securities transaction tax has been charged on

the said transaction.

(v) Under section 115AD(1)(b)(ii) of the IT Act, income by way of short-term capital gains

arising from the transfer of shares held in the company not covered under point (iv)

arising from the transfer of shares held in the Company not covered under point (iv)

above will be chargeable to tax at the rate of 30% (plus applicable surcharge and cess).

(vi) Under the provisions of Section 90(2) of the IT Act, a FII will be governed by the

provisions of the agreement for Avoidance of Double Taxation (AADT) between India

and the country of residence of the FII if the said provision are more beneficial than the

provisions under the IT Act.

40

D. MUTUAL FUNDS:

Under Section 10(23D) OF THE it Act, any income earned by a Mutual Fund registered under

the Securities and Exchange Board of India Act, 1922, or a Mutual Fund set up by a public

sector bank or a public financial institution, or a Mutual Fund authorized by the Reserve Bank

of India would be exempt from income-tax, subject to such conditions as the Central

Government may by notification in the Official Gazette specify in this behalf.

UNDER THE WEALTH TAX ACT, 1957 AND THE GIFT TAX ACT

- Shares of Company held by the shareholder will not be treated as an asset within the meaning

of Section 2(ea) of Wealth Tax Act, 1957. Hence no Wealth Tax will be payable on the value

of shares of the Company held by the shareholder of the company.

- Gift Tax is not leviable in respect of any gifts made on or after 1st October, 1988. Therefore,

any gift of shares of the company will not attract gift tax.

Notes:

1. The above statement of Possible Direct Tax benefits sets out the provisions of law in a

summary manner only and is not a complete analysis or listing of all potential tax

consequences of the purchase, ownership and disposal of equity shares.

2. This statement is only intend to provide general information to the investors and is neither

designed nor intended to be a substitute for professional tax advice. In view of the individual

nature of the tax consequences, the changing tax laws, each investor is advised to consult his

or her own tax consultant with respect to the specific tax consequences.

For A.K Ostwal & Co.

Chartered Accountants,

(Ashok Kumar Jain)

Partner

Membership No. – 038521

Surat, 27th

May, 2016

FRN : 107200W

41

INDUSTRY OVERVIEW

The information presented in this section has been obtained from publicly available documents from

various sources, including officially prepared materials from the Government bodies and industry

websites/publications. Industry websites/publications generally state that the information contained in

therein has been obtained from sources believed to be reliable but their accuracy and completeness are

not guaranteed and their reliability cannot be assured. Although we believe industry, market and

government data used in the Information Memorandum is reliable, it has not been independently

verified. Similarly, internal Company estimates, while believed by us to be reliable, have not been

verified by any independent agencies. The information / data in this has been sourced from the

following:

Website of Central Intelligence Agency – www.cai.gov

Website of Statistics and Programme Implementation -www.mospi.nic.in

Website of Department of Industrial Policy & Promotion -www.dipp.gov.in

Website of Autoclaved Aerated Concrete Producers Association: http://www.iaacpa.org

Website of Central Electricity Authority : http://www.cea.nic.in

OVERVIEW OF THE INDIAN ECONOMY

India is the world‟s largest democracy by population with an estimated population size of 1.25 billion

and a gross domestic product (“GDP”) in purchasing power parity terms of approximately US$8.027

trillion.

As per the latest estimates available on the Index of Industrial Production (IIP), the General Index

stood for the month of February 2016 stands at 184.60, which is 2.0% higher as compared to the level

in the month of February 2015. The cumulative growth during April-February 2015-16 over the

corresponding period of the previous year stands at 2.6%. The indices of Industrial Production for the

mining, manufacturing and electricity sectors for the month of February 2016 stand at 136.10, 194.10

and 181.90 respectively, with the corresponding growth rates of 5.0%, 0.7% and 9.6%, as compared to

February 2015. The cumulative growth in the three sectors during April-February 2015-16 over the

corresponding period of 2014-15 has been 2.4%, 2.3% and 5.1% respectively. In terms of industries,

sixteen (16) out of the twenty two (22) industry groups (as per 2-digit NIC-2004) in the manufacturing

sector have shown Positive growth during the month of February 2016 as compared to the

corresponding month of the previous year.

The Foreign Direct Investment (FDI) investment was USD 36,046 Million in FY 2013-14 and USD

44,291 Million in FY 2014-15 and USD 40,823 Million in April-December 2015 in FY 2015-16 as per

provisional figures by RBI. The cumulative amount of FDI Equity Inflows from April 2000 to

December 2015 stood at USD 277,954 Million.

Indian Construction Industry

Indian construction industry is one of the most important sectors of the economy as it stimulates

building infrastructure and gives growth opportunities of other sectors in the economy. The building

material sector is a key of the construction industry. In last few years this sector has recorded a high

growth because of India‟s improving economic growth, expanding population along with rapid increase

in per capita income. Due to inherent drawbacks of fired clay brick manufacturing process, the

emphasis on environment sustainability is growing which is thus expected to spur demand for green

building materials like AAC Block.

About AAC (Autoclaved Aerated Concrete) Block

Autoclaved Aerated Concrete (AAC) block is a newly-adopted green building material in India which

is used as a substitute of the conventional red clay bricks in residential, commercial and industrial

construction activities. Globally, AAC was originally invented in early 1923 in Sweden, and has been

around for over 90 years. Since then, AAC has been used extensively in Europe, Asia and USA.

http://www.cai.gov/

http://www.mospi.nic.in/

http://www.dipp.gov.in/

http://www.iaacpa.org/

42

AAC block is a light weight precast building material that provides both construction economy and

speed. It is also an environment friendly product, as it is manufactured using 60-65% of fly ash (by

weight), an unavoidable waste from coal/lignite-based thermal power plants. Due to its many desirable

attributes, AAC block is gaining popularity in India now-a-days as a replacement of the traditional fired

clay brick.

AAC BLOCK: AN EMERGING GREEN BUILDING MATERIAL IN INDIA

AAC block, which is also known as autoclaved cellular concrete or autoclaved lightweight concrete or

aerated brick, is an eco-friendly building material used in construction activities. AAC block offers a

unique combination of strength, low weight, cost-effectiveness and durability compared with a clay

brick. It is a steam-cured mixture of fly ash, cement, lime and aeration agent. Other AAC products

include wall panels, floor and roof panels and lintels.

Although AAC block has been in use since long globally, the AAC block is an emerging product and a

growing industry in India. Currently, AAC products are manufactured in more than 40 countries and

are used in more than 70 countries. Xella International GmbH is world‟s largest AAC manufacturer,

while Biltech Building Elements Ltd. (rated „CARE BBB‟) is India‟s largest AAC manufacturer. More

AAC block plants are being set up across India as awareness about AAC block is growing.

RAW MATERIALS FOR MAKING AAC BLOCKS

AAC is a steam-cured mix of sand or pulverized fuel ash (PFA), cement, lime and aeration agent. The

high-pressure steam-curing in autoclaves achieves a physically and chemically stable product with an

average density being approx. one fifth of normal concrete and one fourth of clay brick. It comprises

myriads of tiny non-connecting air bubbles which give AAC its incredibly diverse qualities and make it

a terrific insulator. AAC is a natural and non-toxic construction material, saves energy.

One of the Raw material of AAC blocks is Fly ash. Indian coal is of low grade with ash content of 30-

45%. Large quantity of ash is thus being generated at Thermal power stations in our country, which not

only requires large area of precious land for its disposal but is also one of the sources of pollution of

both air and water.

MODES OF FLY ASH UTILIZATION DURING THE YEAR 2014-15

The data on fly ash utilization received from Thermal Power Stations/Power Utilities for the year 2014-

15 has been analyzed to ascertain the modes in which fly ash was utilized and the quantity utilized in

each mode. The modes in which fly ash were utilized during the year 2014-15 along with utilization in

each mode are given below:

42%

13%

12%

11%

9%

3%2%

1%0%

7%

Mode of Fly Ash Utilisation (in %)

Cement

Mine filling

Bricks & Tiles

Reclamation of low lying area

Ash Dyke Raising

Roads & Flyovers

Agriculture

Concrete

Hydro Power Sector

Others

43

(Source: Central Electricity Authority)

PROGRESSIVE FLY ASH GENERATION & UTILIZATION DURING THE PERIOD FROM

1996-97 TO 2014-15

(Source: Central Electricity Authority)

SALIENT FEATURES OF AAC BLOCK

Environment friendly:

Makes productive use of unavoidable waste - fly ash.

Through the use of fly ash, AAC helps creation of a sustainable environment by reducing CO2

emissions, agricultural soil erosion and water pollution.

Non-polluting manufacturing process – does not exude gases, the only by-product is steam.

Light Weight:

Three to four times lighter than traditional clay bricks, therefore, easier and cheaper to transport.

Lighter block makes construction easier and faster.

Cost Saving:

Being light weight, AAC reduces the dead weight of the building, resulting in to reduction in steel

and cement on foundation structure work. Also allows construction of taller buildings.

AAC‟s light weight saves on labour cost.

Being bigger in size than clay brick, AAC wall construction involves less joints; thus, overall

savings on mortar work.

Automatic manufacturing process gives AAC a dimensional accuracy and smooth surfaces,

eliminating need of three-coat plaster walls and allow for a very thin final coat.

0

50

100

150

200

250

300

350

Fly Ash Utilization (Million Ton)

Fly Ash Generation (Million Ton)

44

Energy Efficient:

Energy consumption for producing AAC is less compared with production of other building

materials.

Tiny air pores and thermal mass of block provide thermal insulation, thus, reducing heating and air

conditioning costs of a building.

Easy workability:

Available on custom sizes.

Block can be easily cut or drilled to fit individual requirements. Accurate cutting minimizes the

generation of solid waste during use.

Others:

High strength, less breakage and less wastage.

Fire resistant.

Superior sound absorption due to porous structure of block.

Pest and moisture resistant.

Use of AAC block in construction activities offers interesting proposition for various segments of the

society. For a project developer, an AAC block means faster construction along with cost saving; for an

environmentally conscious peoples, it means eco-friendly product and for those who occupy buildings

built with AAC block, it means better safety and lower energy costs for cooling or heating.

AAC – Advantages

AAC has been produced for more than 70 years, and it offers several significant advantages over other

cement construction materials, one of the most important being its lower environmental impact.

Improved thermal efficiency reduces the heating and cooling load in buildings.

Porous structure allows for superior fire resistance.

Workability allows accurate cutting, which minimizes the generation of solid waste during use.

Resource efficiency gives it lower environmental impact in all phases of its life cycle, from

processing of raw materials to the disposal of waste.

Light weight saves cost & energy in transportation, labour expenses, and increases chances of

survival during seismic activity.

Larger size blocks leads to faster masonry work.

Future of AAC

AAC market development went through a major revolution since the 1990s. With large increase in

absolute number of AAC manufacturing facilities, producers worldwide are striving to improve the

balance between manufacturing cost and physical material properties, with a focus on thermally

efficient building. International „green‟ policies and strict building regulations are putting pressure on

AAC producers demanding more energy-efficient materials (low density blocks and panels), better

quality products (high product accuracy, surface quality) and wider range of product application

(residential, commercial and industrial). Beyond the existing AAC commodity market of blocks there

is a growing worldwide demand for integrated building solutions. It is known that building with AAC

panels makes it possible to reduce the total cost of ownership for the final consumer. Offering buildings

made of solely prefab AAC elements results in a fast, easy construction and no on-site waste.

45

OUR BUSINESS

Our Company was incorporated as “BIGBLOC CONSTRUCTION LIMITED on June 17, 2015 under

the Companies Act, 2013 in the state of Gujarat. We are engaged in the business of manufacturing of

building blocks and AAC (Aerated Autoclave Concrete) Bricks. Aerated autoclaved concrete (AAC)

blocks are a high quality building material that offers a unique combination of strength, low weight,

thermal insulation, sound absorption, unsurpassed fire resistance and unprecedented build ability. AAC

is a natural and non-toxic construction material, saves energy, and is friendly to your environment.

These AAC Blocks of the company are marketed in the Brand name of “NXTBLOC”, which is a green

Product for Construction Industry. Upto March 31, 2015, the AAC (Aerated Autoclaved Concrete)

Blocks business was conducted by Mohit Industries Limited. Consequent upon the demerger of AAC

Block Division of Mohit Industries Limited effective from March 16, 2016, the AAC Block business is

being conducted by BIGBLOC CONSTRUCTION LIMITED.

A commitment towards producing green building products and solutions with an ultimate aim of

helping the Construction and Infrastructure Industry to build green and sustainable habitats has been

the vision followed by the Company consistently.Our thrust for quality improvement and introduction

of new recipes has come up in positive shape due to continued efforts of Research and Development.

Strengths

1. Advanced Technology

We use the latest machinery and the best resources to make top quality AAC Blocks.

2. Quality of Production

Our quality of products is among the very best in the world and we currently have the capacity and

Infrastructure to fulfill the needs of all types of clients.

We are committed to quality, consistency and improvement on a continuous basis.

3. Environment friendly:

We have environment friendly manufacturing systems and we also endeavor in reduction in global

warming:

Implement Erosion & Sedimentation Control to reduce negative effects on water and air quality.

Reducing waste, pollution and environmental degradation

Employ Chloro Fluoro carbon Reduction in HVAC & R Equipment to reduce ozone depletion.

Facilitate the reduction of waste generated by building occupants and disposed of in landfills by

ensuring storing and collection of recyclables.

Aim for Eco-friendly housing.

Plan the construction in such a way to reduce the equipment needs.

Try to reduce the usage of fossil fuels.

Use light weight organic material and not synthetic materials, since they not only consume

less energy in manufacturing but also, help to save the recurring cost of electricity.

4. Customer beneficial We provide following benefits to our customers:

Establish minimum indoor air quality (IAQ) performance to prevent indoor air quality

problems in the building , thus contributing to the comfort and well-being of the occupants.

Minimize exposure of building occupants , indoor surfaces and ventilation air distribution system

to Environmental Tobacco Smoke ( ETS )

Manufacturing process

The main raw materials for manufacture are sand, cement and lime. The same are used in the

manufacturing of AAC blocks and the process has been briefly provided as follows:

46

Operating performance

Particulars Capacity 2015-16

Production %

AAC BLOC IN CUBIC METERS (cbm) 300,000 cbm 249,777 cbm 83.26%

Human resource

Company‟s divisions have the track record to recruit, train and retain high quality managerial and

technical professionals. At the entry level, we recruit professionals with managerial and engineering

background. Our Company seeks to retain professional talent through career management and through

providing competitive levels of compensation and a positive working environment. The table below

provides details of our company‟s employees (excluding contractual employees) as on May 31, 2016:

Employee Category Number of Employees

Technical (Production) 11

Support function 48

Workers 38

Total Employees 97

Our Company‟s human resource policies concentrate on creating a management and skilled manpower

pool through enhanced training and development activities and conceptualizing key responsibilities for

them.

Insurance

Our operations are subject to risk inherent in the manufacturing such as work accidents, fire or

explosion, including hazards that may cause injury and loss of life, severe damage to and destruction of

property and equipment and environmental damage. We maintain insurance for a variety of risk

including standard fire and special perils policy, burglary policy and vehicle insurance which covers

insurance of building including stocks, machinery and equipments used in our factory.

Intellectual Property Rights

We have made the application for trademark and the logo under the Trademark Act 1999 and

Copyright Act, 1957 in the name of Bigbloc Construction Limited.

47

Trademark in the name of “NXTBLOC” is registered under the Trademark Act 1999 in the name of

Mohit industries Limited which will be transferred in the name of Bigbloc Construction Limited

pursuant to Scheme of Arrangement and Demerger.

Properties

Address of

Property

Transferor

Name

Area Book Value (in

Rs. lacs)

Use of

property

Status

Survey No.

279/7 Paikee 1

& 2, Khata No.

1076, Moje

Khatalwada,

Khatalwada

Manda Road,

Umargaon,

Mohit

Industries

Limited

41,734 Sq.

Mtrs.

25,777,387.00 Factory

Premises

Charge created with

Charge

ID: 10399813.

Charge holders are

State Bank of

Travancore (Lead

Bank), The

Shamrao Vithal Co-

operatives Bank

Ltd. and Central

Bank of India. Also,

the charge was

created with Charge

ID: 10355217 and

Charge Holder is

State Bank of

Travancore.

Survey No.

279/7 P4 and

280/6 P2,

Moje

Khatalwada,

Taluka-

Umargaon,

Dist., Valsa,

Gujarat

Mohit

Industries

Limited

49.32 Sq.

Mtrs.

2,070,000.00 Office

Premises

Charge created with

Charge

ID: 10399813.

Charge holders are

State Bank of

Travancore (Lead

Bank), The

Shamrao Vithal Co-

operatives Bank

Ltd. and Central

Bank of India. Also,

the charge was

created with Charge

ID: 10355217 and

Charge Holder is

State Bank of

Travancore.

48

HISTORY AND CERTAIN CORPORATE MATTERS

Our Company was incorporated as Bigbloc Construction Limited on June 17, 2015 under the

Companies Act, 2013 with the Registrar of Companies Ahmedabad. The registered office of the

Company is at 6th

Floor, A-601/B, International Trade Center, Majura Road, Ring Road, Surat, Gujarat

– 395 002. The Corporate Identification Number of our Company is U45200GJ2015PLC083577.

Our Main Objects

The main objects of our Company as set forth in the Memorandum of Association of our Company are

as follows:

1. To carry on the business as manufacturers, processors, purchasers, sellers, buyers, importers,

exporters and to deal in building blocks, slabs, Aerated Autoclaved Concrete (AAC) Bricks by

using Cement, Fly ash, lime Powder, lignite, aluminum powder, gypsum, Chemicals, soil, concrete

of any kind, sand, clay and mix of Sillicaceous and Micaceoas and such other building

construction materials or otherwise deal in all kinds of building materials, civil construction

materials and item required for finishing and furnishing of commercial and domestic buildings and

to carry on all or any of the business of estate developers, builder, contractor and to construct on,

develop, acquire, hold or deal in land, building, flats, bungalows, shops, hereditaments of any

tenure or freehold for residential business or other purpose.

Changes in the activities of our Company during the preceding five years

The Company was incorporated on June 17, 2015 and there have been no changes in the activities of

our Company since its incorporation.

Subsidiary Companies

Our Compny does not have any subsidiary company as on date.

Associate Companies

Our Compny does not have any Associate company as on date.

Scheme of Arrangement

The Hon‟ble High Court of Gujarat at Ahmedabadvide its order dated February 22, 2016 has

sanctioned the Scheme of Arrangement and Demerger between Mohit Industries Limited and Bigbloc

Construction Limited and their respective Shareholders and Creditors for demerger and transfer of

demerged undertakings of Mohit Industries Limited into Bigbloc Construction Limited under Sections

391 to 394 of the Companies Act, 1956.

49

OUR MANAGEMENT

As per the Articles of Association of our Company, we shall not have less than three or more than

fifteen Directors on our Board of Directors. The following table sets forth certain details regarding the

Board of Directors as on the date of theInformation Memorandum:

Sr.

No

.

Name, Designation, Father‟s

Name, Address, occupation

Nation

-ality

Age

(Yrs)

Directorships in other entities

1. Mr. Naresh Sitaram Saboo

Managing Director

S/o Mr. Sitaram Saboo

28, Kalyan Kunj, Maskati Plot,

Athwalines, Surat,

Gujarat – 395 007

DIN: 0223350

Occupation: Industrialist

Date of appointment: April 11, 2016

Term: Upto April 10, 2021

Indian 42 Mohit Industries Limited

Mask Investemnts Limited

Mohit E-Waste Recovery Private

Limited

Soul Clothing Private Limited

Mohit Texport Private Limited

Maxum Metals Private Limited

Mohit Exim Private Limited

2. Mr. Narayan Sitaram Saboo

Director

S/o Mr. Sitaram Saboo


Athwalines, Surat,

Gujarat – 395 007

DIN: 0223324


Date of appointment: June 17, 2015

Term: Retire by rotation

Indian 54 Mohit Industries Limited

Mask Investemnts Limited

Mohit E-Waste Recovery Private

Limited

Mohit Overseas Limited

Mohit Exim Private Limited

Soul Clothing Private Limited

3. Mr. Mohit Narayan Saboo

Director and CFO

S/o Mr. Naryan Sitaram Saboo


Athwalines, Surat,

Gujarat – 395 007

DIN: 02357431



Term: Retire by rotation

Indian 28 Mohit Texport Private Limited

Maxum Metals Private Limited

4. Mr. Dishant Kaushikbhai Jariwala


S/o Mr. Kaushikbhai Harikant Jariwala

910-911, Shri Apt, Makai Pool,

Nanpura, Surat, Gujarat – 395 001

DIN: 07482806

Occupation: Business


Term: April 10, 2021

Indian 28 Nil

5. Mr. Rasheshbhai Dilipbhai Shah


S/o. Mr. Dilipbhai Ramlal Shah

Sy.No.65/66/67 8 Floor,

Flat – B/801, Tower B,

Beside Pooja Abhishek, Lal Banglow,

Athwalines, Surat Gujarat – 395 007

DIN: 02576249

Occupation: Business



Indian 41 Nilima Textile Private Limited

Nilima Container Freight Station

Private Limited

50

Sr.

No

.

Name, Designation, Father‟s

Name, Address, occupation

Nation

-ality

Age

(Yrs)

Directorships in other entities

6. Ms. Payal Loya


D/o. Mr. Brij Kishor Loya

A-2/302, Royal Dreams Chala,

Vapi – 396191, Gujarat

DIN: 07482861

Occupation: Service



Indian 31 Nil

Brief Profile of Directors

Mr. Naresh Sitaram Saboo, 42 years, has experience of 20 years in Textile Business and 7 years of

experience in AAC Block Business. He has vast experience in providing strategic direction in selection

of technology and machineries in setting up new manufacturing facilities, improvement of production

processes and new ventures.

Having international exposure, he is well aware of the latest trends in the manufacturing industry. He

also have wide experience in dealing with international companies and agencies. He is a Director in

Mohit Industries Limited since 1998 and currently working as Managing Director in our Company.

Mr. Narayan Sitaram Saboo, 54 years, has 30 years of experience in management and operation of

Textile Business and 7 years of experience in AAC Block Business. He holds a degree of Bachelor of

Laws (LLB). Providing industry wise leadership and Management strategy are his key area of

expertise. He is the co-founder and Managing Director of Mohit Industries Limited and invaluable

contribution in the growth of company. He is actively associated with various social welfare and

charitable trusts. He is also member of Surat Textile Association.

Mr. Mohit Narayan Saboo, 28 years, is a qualified Chartered Accountant. He has experience of four

years in Corporate Taxation, finance and accounts.

Mr. Dishant Kaushikbhai Jariwala, 28 years, is graduated in Chemical Engineering. He has 2 years

of experience in field of textile and designing of ornaments. His expertise lies in graphic design and

publishing system.

Mr. Rasheshbhai Dilipbhai Shah, 41 years, is graduate in commerce. He has 7 years of experience in

field of transport activities and in field of spinning, weaving and finishing of textiles.

Ms. Payal Loya, 31 years, has diploma in Architecture and has 2 years of experience in designing of

building.

Relationship between the Directors

Following Directors of our Company are related to each other:

Sr.No. Name of the Director Related to Nature of Relationship

1. Mr. Naresh Sitaram

Saboo

Mr. Narayan Sitaram

Saboo

They both are brothers

2. Mr. Narayan Sitaram

Saboo

Mr. Mohit Narayan

Saboo

Mr. Narayan Sitaram Saboo is the

father of Mr. Mohit Narayan Saboo.

None of our Directors, have held or are holding directorships in any listed companies whose shares

have been or were suspended from being traded on the BSE and/ or the NSE or whose shares have been

or were delisted from the stock exchange(s). We also confirm that:

we have not entered into any arrangement or understanding with our major shareholders,

customers, suppliers or others, pursuant to which our Director were selected as Director or member

of Senior Management.

51

the service contracts entered into with our Managing Director / Whole Time Director does not

provide for any benefit upon termination of employment except the retirement benefits payable to

them as Provident Fund, Superannuation and Gratuity as per the policies of our Company.

Borrowing Powers of our Board of Directors

The members of our Company has passed a resolution on April 11, 2016, authorizing the Board of

Directors of our Company to borrow from time to time all such monies as they may deem necessary for

the purpose of business of our company notwithstanding that money borrowed by our company

together with the monies already borrowed by our company may exceed the aggregate of the paid up

capital and its free reserves provided that the total amount upto which monies be borrowed by the

Board of Directors shall not exceed the sum of `150 Crores at any point of time.

Remuneration of our Directors

Mr. Naresh Sitaram Saboo

The Company pays salary of Rs. 50,000 (Rupees Fifty Thousands) per month to the Managing Director

during the continuance of his service agreement in consideration of the performance of his duties.

All the independent Directors receive remuneration by way of sitting fee for attending the meetings of

the Board and Committee of Directors of the Company.

Corporate Governance

The provisions of the Listing Agreement to be entered into with the Stock Exchanges with respect to

corporate governance will be applicable to us immediately upon the listing of our Company‟s Equity

Shares on the Stock Exchanges.To comply with the requirements of the SEBI (Listing obligations and

Disclosure Requirements) Regulations, 2015, our Company has appointed Independent Directors to its

Board and constituted the following committees of the Board:

1. Audit Committee

The Audit Committee was constituted by our Board in their meeting held on April 11, 2016in

accordance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of

Securities and Exchange Board of India (Listing obligations and Disclosure Requirements)

Regulations, 2015. The Audit Committee presently comprises of:

Sr. No. Name of Member Designation Remarks

1. Mr. Dishant Kaushikbhai

Jariwala

Chairman Independent Director

2. Mr. Rasheshbhai Dilipbhai

Shah

Member Independent Director

3. Mr. Naresh Sitaram Saboo Member Managing Director

Our Company Secretary is the Secretary to the Committee.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee was reconstituted by our Board in their meeting held on

April 11, 2016in accordance with the requirements of Section 178 of the Companies Act, 2013 and

Regulation 19 of Securities and Exchange Board of India (Listing obligations and Disclosure

Requirements) Regulations, 2015. The Nomination and Remuneration Committee presently comprises

of:


1. Mr. Rasheshbhai Dilipbhai Shah Chairman Independent Director


Jariwala


3. Ms. Payal Loya Member Independent Director


52

3. Stakeholder Relationship Committee

The Stakeholder Relationship Committee was constituted by our Board in their meeting held on April

11, 2016in accordance with the requirements of Section 178 of the Companies Act, 2013 and

ClauseRegulation 20 of Securities and Exchange Board of India (Listing obligations and Disclosure

Requirements) Regulations, 2015. The Stakeholder Relationship Committee presently comprises of:



Jariwala

Chairman Independent Director

2. Mr. Rasheshbhai Dilipbhai

Shah


3. Mr. Naresh Sitaram Saboo Member Managing Director


Interests of Directors

All of our directors may be deemed to be interested to the extent of remuneration or fees, if any,

payable to them, for attending meetings of the Board or a committee thereof as well as to the extent

of other remuneration and / or reimbursement of expenses and / or commission, if any, payable to

them and to the extent of related party transactions.

Shareholding of our Directors

Sr. No. Name of the Shareholders No. of Equity Shares % of holding

1. Mr. Naresh Sitaram Saboo 2,68,424 1.90

2. Mr. Narayan Sitaram Saboo 9,29,440 6.56

3. Mr. Mohit Narayan Saboo 3,02,836 2.14

4. Mr. Dishant Kaushikbhai Jariwala Nil -

5. Mr. Rasheshbhai Dilipbhai Shah Nil -

6. Ms. Payal Loya Nil -

Changes in the Board of Directors in the last 3 years

Except the following, there has been no change in the Board of Directors of our Company since

incorporation:

Name of Director Date of appointment Date of cessation

Mr. Mohit Narayan Saboo 11.04.2016 -

Mr. Manish Narayan Saboo - 11.04.2016

Ms. Payal Loya 11.04.2016 -

Mr. Rasheshbhai Dilipbhai Shah 11.04.2016 -

Mr. Dishant Kaushikbhai Jariwala 11.04.2016 -

Organisation Chart

Director

General Manager CEO (HO)

Commercial Department Production Department

Commercial

Manager Production Manager Maintenance Head

Finance Marketing Expor

t IT Legal Purchase

C.A. Asst.

Manager Manager Company

Secretary

Officer Manager

53

Key Managerial Personnel

In addition to Mr. Naresh Sitaram Saboo, Managing Director of the Company, following are Key

Managerial Personnel of our Company.

Name Designation Age

(years)

Qualification Experience

(years)

Date of

Joining

Previous Employment

Mr. Mohit

Narayan

Saboo

Chief

Financial

Officer

28 Chartered

Accountant

4 years 11.04.2016 Mask Investment

Limited

Mr. Sumit

Nirmal Das

Company

Secretary

28 Company

Secretary

2 years 11.04.2016 Mask Investment

Limited

All our Key Managerial Personnel are permanent employees of our Company.

54

OUR PROMOTER

The Promoter of our Company are Mr. Naresh Sitaram Saboo and Mr. Narayan Sitaram Saboo.

1. MR. NARESH SITARAM SABOO

Mr. Naresh Sitaram Saboo, 42 years, has experience of 20 years in Textile Business and 7 years of

experience in AAC Block Business. He has vast experience in providing strategic direction in selection

of technology and machineries in setting up new manufacturing facilities, improvement of production

processes and new ventures.

Having international exposure, he is well aware of the latest trends in the manufacturing industry. He

also have wide experience in dealing with international companies and agencies. He is a Director in

Mohit Industries Limited since 1998 and currently working as Managing Director in our Company.

2. MR. NARAYAN SITARAM SABOO

Mr. Narayan Sitaram Saboo, 54 years, has 30 years of experience in management and operation of

Textile Business and 7 years of experience in AAC Block Business. He holds a degree of Bachelor of

Laws (LLB). Providing industry wise leadership and Management strategy are his key area of

expertise. He is the co-founder and Managing Director of Mohit Industries Limited and invaluable

contribution in the growth of company. He is actively associated with various social welfare and

charitable trusts. He is also member of Surat Textile Association.

Other confirmation Our Promoter has not been declared as willful defaulters by the RBI or any other Governmental

authority and there are no violations of securities laws committed by him in the past or are pending

against him.

Interest of Promoter

Our Promoter shall be deemed as interested to the extent of Equity Shares held by him or by the

companies / firms / ventures promoted by him, if any and dividend or other distributions payable to

him in respect of the said Equity Shares. Except as stated above and in the section titled “Financial

Information” on page 70 of the Information Memorandum, and to the extent of shareholding in our

Company, our Promoter does not have any other interest in our business.

Related party transactions

For details of related party transactions refer to “Financial Information”on page 70 of the Information

Memorandum.

Passport No. : Z2129270

PAN : ACTPS6382E

Bank A/c No. : 57022429443 (State Bank of Travancore)

Passport No. : F0649508

PAN : ADEPS9319P

Bank A/c No. : 57022429759 (State Bank of Travancore)

55

OUR PROMOTER GROUP

Given below is the list of entities which forms part of our Promoter Group. None of the Promoter

Group Companies have made any public issue in the preceding three years. None of the Promoter

Group Company has become a sick company under the meaning of Sick Industrial Companies (Special

Provisions) Act, 1985 and is not under winding up or liquidation. For details on litigations and disputes

pending against the Promoter Group Entities please refer to the section titled “Outstanding Litigations

and Material Developments” on page 92 of the Information Memorandum.

1. Mohit Industries Limited

2. Mask Investments Limited

3. Mohit Exim Private Limited

4. Mohit Yarns Limited

5. Mohit Overseas Limited

6. Mohit E-Waste Recovery Private Limited

7. Mohit Texport Private Limited

8. Maxum Metals Private Limited

9. Soul Clothing Private Limited

In addition to above, following are included in Promoter Group:

1. Ms. Madhu Saboo

2. Ms. Sonia Saboo

3. Mr. Manish Saboo

4. Ms. Ayushi Sudhir Jain

5. Mr. Mohit Narayan Saboo

6. Sitaram Saboo HUF

7. Naryan Saboo HUF

1. Mohit Industries Limited

Mohit Industries Limited was incorporated on February 18, 1991 under the Companies Act, 1956 with

the Registrar of Companies, Ahmedabad. The registered office of the Company 601-B, “A” Wing,

International Trade Centre, Maguragate Crossing, Ring Road, Surat, Gujarat – 395 002. The CIN of the

company is L17119GJ1991PLC015074. The company is engaged in the business of textiles and AAC

Blocks. The equity shares of Mohit Industries Limited are listed on National Stock Exchange of India

Limited and BSE Limited.

Board of Directors

Mr. Narayan Sitaram Saboo


Mr. Sitaram Nandlal Saboo

Mr. Manish Narayan Saboo

Mr Jayesh Rasiklal Gandhi

Mr. Sachinkumar Pramod Jain

Mr. Dharmesh Vinodraj Patel

Ms. Pragya Rahul Memani

56

Shareholding pattern as on March 31, 2016


gory

Category of

shareholders

No. of

share-

holders

No. of fully paid

up Equity

Shares held

No. of

partly

paid

up

Equity

Shares

held

No. of shares

underlying

Depository

Receipts

Total no. of

shares held

Share-

holding as

a %age of

total no. of

shares

(calculated

as per

SCRR,

1957)

No. of voting rights held in each class of securities No. of

shares

underlyin

g

outstandi

ng

convertibl

e

securities

(including

warrants)

Shareholding

as %

assuming full

conversion of

convertible

securities (as

a % of diluted

share capital)


Shares held in

dematerialised

form

(as a % of

(A+B+C)


% of

(A+B+C)

No. (a) As a %

of total

shares

held (b)

No. (a) As a %

of total

shares

held (b)


+ VI


Y


(X) as a % of

(A+B+C)

(XII) (XIII) (XIV)

(A) Promoter

&Promoter

Group

14 9706615 - - 9706615 68.56 9706615 - 9706615 68.56 - 68.56 - - - - 9706615

(B) Public 1415 4450960 - - 4450960 31.44 4450960 - 4450960 31.44 - 31.44 - - - - 4414428

(C) Non

promoter

non public

- - - - - 0.00 - - - 0.00 - 0.00 - - - - -

(C1) Shares

underlying

DRs

- - - - - 0.00 - - - 0.00 - 0.00 - - - - -

(C2) Shares held

by

Employee

trust

- - - - - 0.00 - - - 0.00 - 0.00 - - - - -

Total 1429 14157575 - - 14157575 100.00 14157575 - 14157575 100.00 - 100.00 - - - - 14121043

57

Table II: Statement showing shareholding pattern of the Promoter and Promoter Group Cate-

gory

Category of share-

holders

PAN No. of

share-

holder

s

No. of fully

paid up

Equity Shares

held

No. of

partly

paid

up

Equity

Shares

held

No. of

shares

underlying

Depository

Receipts

Total no. of

shares held

Share-

holding as

a %age of

total no. of

shares

(calculated

as per

SCRR,

1957)


securities

No. of

shares

underlyi

ng

outstandi

ng

convertib

le

securities

(includin

g

warrants

)

Shareholdi

ng as %

assuming

full

conversion

of

convertible

securities

(as a % of

diluted

share

capital)


Shares held

in

dematerialise

d form

(as a % of

(A+B+C)


% of

(A+B+C)

No. (a) As a %

of total

shares

held (b)

No. (a) As a %

of total

shares

held (b)


V + VI


Y


(VII) + (X)

as a % of

(A+B+C)

(XII) (XIII) (XIV)

A(1) Indian

(a) Individuals / HUF 10 39,64,678 - - 39,64,678 28.00 39,64,678 - 39,64,678 28.00 - 28.00 - - - - 39,64,678

Ayushi Sudhir Jain AHMPJ5063F 1 2,00,000 - - 2,00,000 1.41 2,00,000 - 2,00,000 1.41 - 1.41 - - - - 2,00,000

Madhu Narrayan

Saboo

ADEPS9318N 1 8,25,651 - - 8,25,651 5.83 8,25,651 - 8,25,651 5.83 - 5.83 - - - - 8,25,651

Manish Saboo AUXPS0007N 1 2,65,440 - - 2,65,440 1.87 2,65,440 - 2,65,440 1.87 - 1.87 - - - - 2,65,440

Naryan Sitaram

Saboo

AABHN1785N 1 2,72,866 - - 2,72,866 1.93 2,72,866 - 2,72,866 1.93 - 1.93 - - - - 2,72,866

Sitaram Saboo ADZPS7529N 1 5,50,021 - - 5,50,021 3.88 5,50,021 - 5,50,021 3.88 - 3.88 - - - - 5,50,021

SItaram Nandlal

Saboo

AAEHS0941L 1 1,50,000 - - 1,50,000 1.06 1,50,000 - 1,50,000 1.06 - 1.06 - - - - 1,50,000

Sonia Saboo APYPS9172C 1 2,00,000 - - 2,00,000 1.41 2,00,000 - 2,00,000 1.41 - 1.41 - - - - 2,00,000

Mohit Naryan

Saboo

BMOPS0615J 1 3,02,836 - - 3,02,836 2.14 3,02,836 - 3,02,836 2.14 - 2.14 - - - - 3,02,836

Naryan Saboo ADEPS9319P 1 9,29,440 - - 9,29,440 6.56 9,29,440 - 9,29,440 6.56 - 6.56 - - - - 9,29,440

Naresh Sitaram

Saboo

ACTPS6382E 1 2,68,424 - - 2,68,424 1.90 2,68,424 - 2,68,424 1.90 - 1.90 - - - - 2,68,424

(b) Central Govt /

State Govt

- - - - - - - - - - - - - - - - -

(c) Financial

Institutions /

Banks

- - - - - - - - - - - - - - - - -

(d) Any other - - - - - - - - - - - - - - - - -

d(1) Bodies Corporate 4 5741937 - - 5741937 40.56 5741937 - 5741937 40.56 - 40.56 - - - - 5741937

Mask Investments

Ltd

AACCM7549P 1 15,02,706 - - 15,02,706 10.61 15,02,706 - 15,02,706 10.61 - 10.61 - - - - 15,02,706

Mohit Exim Pvt

Ltd

AAGCM3429A 1 6,00,000 - - 6,00,000 4.24 6,00,000 - 6,00,000 4.24 - 4.24 - - - - 6,00,000

Mohit Overseas

Limited

AAECM0353K 1 15,98,622 - - 15,98,622 11.29 15,98,622 - 15,98,622 11.29 - 11.29 - - - - 15,98,622

58

Mohit Yarns

Limited

AABCM5902F 1 20,40,609 - - 20,40,609 14.41 20,40,609 - 20,40,609 14.41 - 14.41 - - - - 20,40,609

Sub-total A(1) 14 97,06,615 - - 97,06,615 68.56 97,06,615 - 97,06,615 68.56 - 68.56 - - - - 97,06,615

A(2) Foreign - - - - - - - - - - - - - - - - -


- - - - - - - - - - - - - - - - -

(b) Government - - - - - - - - - - - - - - - - -

(c) Institutions - - - - - - - - - - - - - - - - -

(d) Foreign

Portfolio

Investors

- - - - - - - - - - - - - - - - -

(e) Any others

(Foreign Bodies

Corporate)

- - - - - - - - - - - - - - - - -

- - - - - - - -

Sub-total A(2) - - - - - - - - - - - - - - - - -

Total

shareholding of

Promtoer and

Promoter

Group (A) =

(A)(1) + (A)(2)

14 97,06,615 - - 97,06,615 68.56 97,06,615 - 97,06,615 68.56 - 68.56 - - - - 97,06,615

59

Table III: Statement showing shareholding pattern of public shareholder Cate-

gory

Category of share-

holders

PAN No. of

share-

holders

No. of fully

paid up

Equity Shares

held

No. of

partly

paid

up

Equity

Shares

held

No. of

shares

underlying

Depository

Receipts

Total no. of

shares held

Share-

holding as

a %age of

total no. of

shares

(calculated

as per

SCRR,

1957)


securities

No. of

shares

underlyi

ng

outstandi

ng

convertib

le

securities

(includin

g

warrants

)

Shareholdi

ng as %

assuming

full

conversion

of

convertible

securities

(as a % of

diluted

share

capital)


Shares held

in

dematerialise

d form

(as a % of

(A+B+C)


% of

(A+B+C)

No. (a) As a %

of total

shares

held (b)

No. (a) As a %

of total

shares

held (b)


V + VI


Y


(VII) + (X)

as a % of

(A+B+C)

(XII) (XIII) (XIV)

1 Institutions - - - - - - - - - - - - - - - - -

(a) Mutual Funds - - - - - - - - - - - - - - - - -

(b) Venture Capital

Fund

- - - - - - - - - - - - - - - - -

( c ) Altemate

Investment Fund

- - - - - - - - - - - - - - - - -

(d) Foreign venture

capital investor

- - - - - - - - - - - - - - - - -

(e) Foreign portfolio

investor

- - - - - - - - - - - - - - - - -

(f) Financial

Institutions /

Banks

- - - - - - - - - - - - - - - - -

(g) Insurance

Companies

- - - - - - - - - - - - - - - - -

(h) Provident funds /

pension funds

- - - - - - - - - - - - - - - - -

(i) Any other (

Foreign

Institutional

Investors)

- - - - - - - - - - - - - - - - -

Sub Total (B)(1) - - - - - - - - - - - - - - - - -

2 Central

Government /

State

Government /

President of India

- - - - - - - - - - - - - - - - -

Sub Total (B)(2) - - - - - - - - - - - - - - - - -

3 Non Institutions - - - - - - - - - - - - - - - - -

60

(a) Individual

shareholders

holding nominal

share capital upto

Rs.2.00 lac

1306 966401 - - 966401 6.83 966401 - 966401 6.83 - 6.83 - - - - 931369

Individual

shareholders

holding nominal

share capital in

excess of Rs.2.00

lac

29 1948426 - - 1948426 13.76 1948426 - 1948426 13.76 - 13.76 - - - - 1948426

(b) NBFC registered

with RBI

- - - - - 10.85 - - - 10.85 - 10.85 - - - - -

( C) Employees

Trusts

- - - - - - - - - - - - - - - - -

(d) Overseas

Depositories

(holding DR)

balancing figure

- - - - - - - - - - - - - - - - -

(e) Any other 80 1536133 - - 1536133 10.85 1536133 - 1536133 10.85 - 10.85 - - - - 1534633

Non resident

Indians

6 1054 - - 1054 0.01 1054 - 1054 0.01 - 0.01 - - - - 1054

Corporate

bodies

(Resident)

66 1531086 - - 1531086 10.81 1531086 - 1531086 10.81 - 10.81 - - - - 1529586

Foreign

corporate bodies

- - - - - - - - - - - - - - - - -

Trusts 1 1 - - 1 0.00 1 - 1 0.00 - 0.00 - - - - 1

Foreign national - - - - - - - - - - - - - - - - -

Clearing

Members

7 3992 - - 3992 0.03 3992 - 3992 0.03 - 0.03 - - - - 3992

Hindu Undivided

families

- - - - - - - - - - - - - - - - -

Sub Total (B)(3) 1415 4450960 - - 4450960 31.44 4450960 - 4450960 31.44 - 31.44 - - - - 4414428

Total public

shareholding (B)

=

(B)(1)+(B)(2)+(B

)(3)

1415 4450960 - - 4450960 31.44 4450960 - 4450960 31.44 - 31.44 - - - - 4414428

61


gory


share-

holders

No. of fully

paid up

Equity

Shares held

No. of

partly

paid

up

Equity

Shares

held

No. of

shares

underlying

Depository

Receipts

Total no. of

shares held

Share-

holding as

a %age of

total no. of

shares

(calculated

as per

SCRR,

1957)


class of securities

No. of

shares

underlying

outstandin

g

convertible

securities

(including

warrants)

Shareholdi

ng as %

assuming

full

conversion

of

convertible

securities

(as a % of

diluted

share

capital)


Shares held

in

dematerialise

d form

(as a % of

(A+B+C)


% of

(A+B+C)

No. (a) As a % of

total shares

held (b)

No. (a) As a % of

total shares

held (b)

(I) (II) (III) (IV) (V) (VI) (VII) = IV

+ V + VI


Y


(VII) + (X)

as a % of

(A+B+C)

(XII) (XIII) (XIV)





Regulations, 2014

- - - - - - - - - - - - - - - - -



- - - - - - - - - - - - - - - - -

62

Financial performance The audited financial results of Mohit Industries Limited for the financial years ended March 31, 2015,

2014 and 2013 are set forth below.

(` in Millions)

Particulars March 31, 2016* March 31, 2015 March 31, 2014

Total Revenue 1361.63 2468.04 2251.00

Net profit after tax 21.76 14.21 21.74

Equity Share Capital 141.58 141.58 141.58

Preference Share Capital 0.00 0.00 0.00

Reserves & Surplus 128.08 331.17 318.29

Net Worth 269.65 472.75 459.87

Book Value (in `) of face value `10 each 19.05 33.39 32.48

EPS (in `) of face value `10 each 1.54 1.00 1.54

*March 2016 results does not include AAC Block Division (Demerged Undertaking) and hence

not comparable.

The equity shares of Mohit Industries Limited are listed on National Stock Exchange of India Limited

(NSE) and BSE Limited (BSE).

BSE

The high and low closing prices and associated volumes of securities traded during last three years is as

follows:

Period High (in

Rs.)

Date of

High

Volume on

date of high

(no. of shares)

Low (in

Rs.)

Date of Low Volume on

date of low

(no. of shares)

Weighted

Average Price

(in Rs.)

2015 67.95 28.05.2015 22388 38.00 07.09.2015 12926 51.72

2014 52.00 09.12.2014 38053 24.00 09.05.2014 24042 37.63

2013 64.3 02.01.2013 43516 24.6 25.09.2013 18712 43.54

The high and low closing prices and associated volume of securities traded during the last six months is

as follows:

Period High (in

Rs.)

Date of

High

Volume on

date of high

(no. of shares)

Low (in

Rs.)


date of low

(no. of shares)

Weighted

Average

Price (in Rs.)

May 2016 88.95 27.05.2016 139131 36.95 02.05.2016 81534 67.83

April 2016 54.00 13.04.2016 96930 37.00 28.04.2016 59550 43.53

March 2016 65.50 21.03.2016 23860 41.55 31.03.2016 1020 61.47

February

2016

68.00 08.02.2016 25496 55.05 12.02.2016 31219 61.05

January 2016 70.80 13.01.2016 55953 56.00 13.01.2016 55953 62.44

December

2015

65.50 02.12.2015 33475 59.00 11.12.2015 28178 61.76

NSE

The high and low closing prices and associated volumes of securities traded during last three years is as

follows:

Period High (in

Rs.)

Date of High Volume on

date of high

(no. of shares)

Low (in

Rs.)


date of low

(no. of shares)

Weighted

Average Price

(in Rs.)

2015 65.90 02.12.2015* 37772* 38.35 27.03.2015 23231 52.04

2014 52.00 08.12.2014 39479 24.20 09.05.2014 23202 37.93

2013 52.85 14.03.2013 3475 23.75 25.09.2013 11921 36.84

*Date of High is considered for higher number of quantity traded

The high and low closing prices and associated volume of securities traded during the last six months is

as follows:

Period High (in

Rs.)

Date of

High

Volume on

date of high

(no. of shares)

Low (in

Rs.)


date of low

(no. of shares)

Weighted

Average

Price (in Rs.)

May 2016 88.35 27.05.2016 274267 36.5 02.05.2016 78388 69.64

63

Period High (in

Rs.)

Date of

High

Volume on

date of high

(no. of shares)

Low (in

Rs.)


date of low

(no. of shares)

Weighted

Average

Price (in Rs.)

April 2016 54.75 13.04.2016 93610 36.5 29.04.2016 54681 43.25

March 2016 66.45 18.03.2016 28694 43.7 30.03.2016 2800 61.78

February

2016

68.25 01.02.2016 40125 56.2 12.02.2016 34882 61.06

January 2016 71.00 13.01.2016 120127 55.60 13.01.2016 120127 62.77

December

2015

65.90 02.12.2015 37772 59.00 11.12.2015 34280 61.64

2. Mask Investments Limited

Mask InvestmentsLimited was originally incorporated as Mask Investments Private Limited on

November17, 1992under the Companies Act, 1956 with the Registrar of Companies, Ahmedabad.

Subsequently the company was converted in Public Limited company on March 20, 1996 and received

a fresh certificate of incorporation for Mask Investments Limited.The registered office of the Company

was shifted from state of Madhya Pradesh to State of Gujarat on September 29, 1999. The registered

office of the company is situated at 601-B, “A” Wing, International Trade Centre, Maguragate

Crossing, Ring Road, Surat, Gujarat – 395 002. The CIN of the company is

L65993GJ1992PLC036653. The company is engaged in the business of investment for the purpose to

invest in real estate and acquire, underwrite, subscribe for shares, bonds, debentures etc. The shares of

Mask Investments Limited are listed on Ahmedabad Stock Exchange and Madhya pradesh Stock

Exchange. Pursuant to SEBI Circular CIR/MRD/DSA/05/2015 dated April 17, 2015 the company has

applied for listing on NSE.

Board of Directors



Mr. Vijya Pankaj Dhoot

Shareholding Pattern (March 31 , 2016)

Name No. of Equity Shares % of Shareholding

Promoter & Promoter Group 22,59,200 74.04

Madhu Narayan Saboo 2,500 0.08

Manish Naryan Saboo 1,50,000 4.92

Mohit Narayan Saboo 38,500 1.26

Sitaram Naryan Saboo 2,74,000 8.98

Sonia Naryan Saboo 1,50,000 4.92

Narayan Sitaram Saboo HUF 1,50,000 4.92

Naryan Sitaram Saboo 10,59,900 34.73

Naresh Sitaram Saboo 4,34,300 14.23

Public 7,92,300 25.96

Total 3051500 100.00

Financial performance The audited financial results of Mask InvestmentsLimited for the financial years ended March31, 2015,


(` in Millions)

Particulars March 31, 2015 March 31, 2014 March 31, 2013

Total Revenue 2.98 0.52 2.36

Net profit after tax 1.19 0.01 1.49




Net Worth 36.53 35.34 35.33

Book Value (in `) of face value `10 each 11.97 11.58 11.58

EPS (in `) of face value `10 each 0.39 0.00 0.49

64

3. Mohit Exim Private Limited Mohit Exim Private Limited was incorporated on January 1, 2010 under the Companies Act, 1956 with

the Registrar of Companies, Ahmedabad. The registered office of the company is situated at 601-B,

“A” Wing, International Trade Centre, Maguragate Crossing, Ring Road, Surat, Gujarat – 395 002. The

CIN of the company is U51109GJ2010PTC059140. The company is engaged in the business of

importer, exporter, traders, merchants, retailers etc of different kinds of products.The equity shares of

Mohit Exim Private Limited are not listed on any stock exchange.

Board of Directors



Ms. Madhu Narayan Saboo

Ms. Sonia Naresh Saboo

Shareholding Pattern (March 31 , 2016)

Name No. of Equity Shares % of Shareholding

Mr. Narayan Sitaram Saboo 20,000 11.11

Mr. Naresh Sitaram Saboo 20,000 11.11

Ms. Madhu Narayan Saboo 20,000 11.11

Ms. Sonia Naresh Saboo 20,000 11.11

Sarla Finance Private Limited 50,000 27.78

Wipro Suppliers Private Limited 50,000 27.78

Total 1,80,000 100.00

Financial performance The audited financial results of Mohit Exim Private Limited for the financial years ended March31,

2015, 2014 and 2013 are set forth below.

(` in Millions)



Net profit / (loss) after tax (0.02) (0.01) 0.68




Net Worth 12.45 12.47 12.48

Book Value (in `) of face value ` 10 each 69.17 69.17 69.33

EPS (in `) of face value ` 10 each (0.18) (0.09) 6.47

4. Mohit Yarns Limited

Mohit Yarns Limited was incorporated on February 2, 1993 under the Companies Act, 1956 with the

Registrar of Companies, Ahmedabad. The registered office of the company is situated at 601-B, “A”

Wing, International Trade Centre, Maguragate Crossing, Ring Road, Surat, Gujarat – 395 002. The

CIN of the company is U17119GJ1993PLC018907. The company is engaged in the business of

manufacturers, processors, dyers, importers and exporters of all type of yarns. The equity shares of

Mohit Yarns Limited are not listed on any stock exchange.

Board of Directors

Ms. Sonia Naresh Saboo


Ms. Ayushi Manish Saboo

Shareholding Pattern (As on March 31, 2016)

Name No. of Equity Shares % of shareholding

Mr. Sitaram Nandlal Saboo 20,000 1.41

Mr. Narayan Sitaram Saboo 1,22,000 8.59

Mr. Naresh Sitaram Saboo 70,000 4.93

Mr. Mohit Narayan Saboo 15,000 1.06

Mr. Manish N Saboo 85,000 5.99

65

Name No. of Equity Shares % of shareholding

Mr. Madhu N Saboo 1,05,000 7.39

Narayan Sitaram Saboo HUF 1,20,000 8.45

Sitaram Nandlal Saboo HUF 20,000 1.41

Mohit Overseas Limited 1,20,000 8.45

Mohit Industries Limited 6,63,000 46.69

Superior Retails Private Limited 20,000 1.41

Prabha Distributors Private Limited 20,000 1.41

Tulshyan Distributors Private Limited 20,000 1.41

Harsharatna Finance and Inv 20,000 1.41

Total 14,20,000 100

Financial performance The audited financial results of Mohit Yarns Limited for the financial years ended March31, 2015,


(` in Millions)



Net profit / (loss) after tax 0.06 0.03 2.72




Net Worth 60.85 60.79 60.77


EPS (in `) of face value ` 10 each 0.04 0.02 1.97

5. Mohit Overseas Limited

Mohit Overseas Limited was originally incorporated as Tri-star yarns Private limited on October 08,

1991 under the Companies Act, 1956 with the Registrar of Companies, Ahmedabad. Later on the name

of company was changed to Mohit Overseas Private Limited on July 1, 2004. Subsequently the

company was converted in Public company and received the fresh Certificate of Incorporation for

Mohit Overseas Limited. The registered office of the company is situated at 601-B, “A” Wing,


company is U17299GJ1991PLC016373. The company is engaged in the business of manufacturers,

processors, dyers, importers and exporters of all type of yarns. The equity shares of Mohit Overseas

Limited are not listed on any stock exchange.

Board of Directors


Ms. Madhu Narayan Saboo



Name No. of equity shares % of shareholding

Mr. Sitaram Nandlal Saboo 100 0.01

Mr. Narayan Sitaram Saboo 9,300 1.16

Mohit Industries Limited 3,94,000 49.25

Mohit Yarns Limited 3,66,000 45.75

Sitaram Saboo HUF 100 0.01

Mr. Manish N Saboo 100 0.01

Mr. Mohit Narayan Saboo 100 0.01

Mr. Naresh Sitaram Saboo 100 0.01

Nandlal Saboo HUF 100 0.01

Narayan Saboo HUF 100 0.01

Mask Investments Limited 30,000 3.75

Total 8,00,000 100.00

66

Financial performance The audited financial results of Mohit Overseas Limited for the financial years ended March31, 2015,


(` in Millions)







Net Worth 19.61 19.58 19.85



6. Mohit E-waste Recovery Private Limited

Mohit E-Waste Recovery Private Limited was originally incorporated as Mohit Polysters Private

Limited incorporated on June 24, 2005 under the Companies Act, 1956 with the Registrar of

Companies, Ahmedabad. Subsequently, the name was changed to Mohit E-waste Recovery Private

Limited and fresh certificate of incorporation was issued on December 11, 2008. The registered office

of the company is situated at 601-B, “A” Wing, International Trade Centre, Maguragate Crossing, Ring

Road, Surat, Gujarat – 395 002. The CIN of the company is U17100GJ2005PTC046324. The company

is engaged in the business of manufacturer, twister, spinners weavers of industrial fabrics, synthetic

yarns etc.. The equity shares of Mohit E-waste Recovery Private Limited are not listed on any stock

exchange.

Board of Directors





Naryan Sitaram Saboo 5000 12.50

Naresh Sitaram Saboo 5000 12.50

Mohit Industries Limited 19400 48.50

Mohit Yarns Limited 9600 24.00

Mask Investments Limited 1000 2.50

Total 40,000 100.00

Financial performance The audited financial results of Mohit E-waste Recovery Private Limited for the financial years ended

March 31, 2015, 2014 and 2013 are set forth below.

(` in Millions)



Net profit / (loss) after tax (0.01) (0.01) (0.17)



Reserves & Surplus (0.19) (0.18) (0.17)

Net Worth 0.21 0.22 0.23


EPS (in `) of face value ` 10 each (0.34) (0.17) (4.21)

7. Mohit Texport Private Limited

Mohit Texport Private Limited was incorporated on April 16, 2012 under the Companies Act, 1956

with the Registrar of Companies, Ahmedabad. The registered office of the company is situated at 601-

B, “A” Wing, International Trade Centre, Maguragate Crossing, Ring Road, Surat, Gujarat – 395 002.

The CIN of the company is U17120GJ2012PTC069884. The company is engaged in the business of

exporters, importers, buyers, sellers of all types of industrial fabrics and yarns. The equity shares of

Mohit Texport Private Limited are not listed on any stock exchange.

67

Board of Directors


Mr. Mohit Narayan Saboo

Ms. Madhu Naryan Saboo



Naresh Sitaram Saboo 3500 35.00

Sonia Naresh Saboo 3000 30.00

Ayushi Manish Saboo 3500 35.00

Total 10000 100.00

Financial performance The audited financial results of Mohit Texport Private Limited for the financial years ended March 31,


(` in Millions)



Net profit / (loss) after tax (0.30) (0.01) (0.01)




Net Worth (0.22) 0.07 0.09

Book Value (in `) of face value ` 10 each (22.49) 7.45 8.92

EPS (in `) of face value ` 10 each (29.94) (1.47) (1.08)

8. Maxum Metals Private Limited

Mexam Metals Private Limited was incorporated on August 10, 2015 under the Companies Act, 2013

with the Registrar of Companies, Ahmedabad. The registered office of the company is situated at A/

601-B, International Trade Centre, Maguragate Crossing, Ring Road, Surat, Gujarat – 395 002. The

CIN of the company is U28112GJ2015PTC084147. The company is engaged in the business of

manufacturing locks, padlocks, hardware for buildings or other appliances. The equity shares of

Maxum Metals Private Limited are not listed on any stock exchange.

Board of Directors


Mr. Mohit Narayan Saboo



Mohit Industries Limited 5100 51.00

Mohit Narayan Saboo 4900 49.00

Total 10000 100.00

Financial performance Maxum Metals Private Limited was incorporated in August 2015 and is yet to finalise its March 31,

2016 results.

9. Soul Clothing Private Limited

Soul Clothing Private Limited was originally incorporated as Mohit Apparels Private Limited on May

16, 2005 under the Companies Act, 1956 with the Registrar of Companies, Ahmedabad. Subsequently

the name of the company was changed to Soul Clothing Private Limited and fresh certificate was

issued on April 10, 2009. The registered office of the company is situated at 601-B, “ A “ Wing,


company is U17119GJ2005PTC046092. The company is engaged in the business of exporters,

importers, buyers, sellers of all types of industrial fabrics and yarns. The equity shares of Soul Clothing

Private Limited are not listed on any stock exchange.

68

Board of Directors



Mr. Sitaram Nandlal Saboo

Mr. Rahul Memani



Narayan Sitaram Saboo 314,000 27.07

Sitaram Nandlal Saboo 153,000 13.19

Naresh Sitaram Saboo 114,000 9.83

Rahul Memani 154,000 13.28

Rama Memani 5000 0.43

Prayagchand Memani 155,000 13.36

Geetadevi Memani 5,000 0.43

Mahavirprasad Memani 155,000 13.36

Rachit Memani 5,000 0.43

Mahivirprasad Memani HUF 50,000 4.31

Prayagcchand Memani HUF 50,000 4.31

Total 1,160,000 100.00

Financial performance The audited financial results of Soul Clothing Private Limited for the financial years ended March 31,


(` in Millions)


Total Revenue 91.24 66.38 28.16





Net Worth 8.90 6.67 5.12



69

DIVIDEND POLICY

The declaration and payment of dividend on the Equity Shares will be recommended by our Board 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, contractual restrictions, applicable Indian legal restrictions and other factors considered

relevant by the Board.

Our Company at its meeting held on May 27, 2016 has recommended dividend of Rs. 0.20 per equity

share of Rs. 10 to the equity shareholders of the Company for the financial year ending March 31,

2016.

70

FINANCIAL INFORMATION

FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2015-16

INDEPENDENT AUDITOR‟S REPORT

To,

The Members of

BIGBLOC CONSTRUCTION LIMITED

Report of the Financial Statements

We have audited the accompanying financial statements of Bigbloc Construction Limited (“the

Company”), which comprise the balance sheet as at 31 March 2016, the statement of profit and loss

and the cash flow statement for the year then ended, and a summary of significant accounting policies

and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company‟s Board of Directors is responsible for the matters stated in Section 134(5) of the

Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial

statements that give a true and fair view of the financial position, financial performance and cash flows

of the Company in accordance with the accounting principles generally accepted in India, including the

Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records

in accordance with the provisions of the Act for safeguarding the assets of the Company and for

preventing and detecting frauds and other irregularities; selection and application of appropriate

accounting policies; making judgments and estimates that are reasonable and prudent; and design,

implementation and maintenance of adequate internal financial controls, that were operating effectively

for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and

presentation of the financial statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and

matters which are required to be included in the audit report under the provisions of the Act and the

Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10)

of the Act. Those Standards require that we comply with ethical requirements and plan and perform the

audit to obtain reasonable assurance about whether the financial statements are free from material

misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the

disclosures in the financial statements. The procedures selected depend on the auditor‟s judgment,

including the assessment of the risks of material misstatement of the financial statements, whether due

to fraud or error. In making those risk assessments, the auditor considers internal financial control

relevant to the Company‟s preparation of the financial statements that give a true and fair view in order

to design audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on whether the Company has in place an adequate internal financial controls

system over financial reporting and the operating effectiveness of such controls. An audit also includes

evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting

estimates made by the Company‟s Directors, as well as evaluating the overall presentation of the

financial statements.

71

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid financial statements give the information required by the Act in the manner so required and

give a true and fair view in conformity with the accounting principles generally accepted in India, of

the state of affairs of the Company as at 31st March, 2016 and its profit and its cash flows for the year

ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor‟s Report) Order, 2016 (“the Order”) issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the

Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the

extent applicable.

2. As required by Section 143(3) of the Act, we report that:-

a) We have sought & obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of accounts as required by law have been kept by the company so

far as appears from our examination of such books.

c) The Balance Sheet, Statement of Profit & Loss Account and cash flow statement dealt with by this

report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified

under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on 31st March, 2016

and taken on record by the board of directors, none of the directors is disqualified as on 31st

March, 2016 from being appointed as a directors in terms of section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the

Company and the operating effectiveness of such controls, refer to our separate report in

"Annexure B"; and

g) With respect to the other matters to be included in the Auditor‟s Report in accordance with Rule

11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our

information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its

financial statements – Refer Note 24 (i) to the financial statements;

ii. the Company did not have any long-term contracts including derivative contracts for which

there were any material foreseeable losses;

iii. there were no amounts which were required to be transferred to the Investor Education and

Protection Fund by the Company.

For RKM & CO.

Chartered Accountants

Firm Registration No.: 108553W

(Deepak V. Bhatia)

Partner

Membership No. 102465

Surat, 24th

May, 2016

72

Annexure “A” to the Independent Auditor‟s Report of Even date on the Financial Statements of

Bigbloc Construction Limited for year ended on 31st March, 2016

(Referred to in Paragraph „1‟ under “Report on Other Legal and Regulatory Requirements‟ of

our report of even date)

i. (a) The Company has maintained proper records showing full particulars including

quantitative details and situation of fixed assets.

(b)

(c)

The Company has a regular programme of physical verification of its fixed assets by

which fixed assets are verified at reasonable intervals. In accordance with this

programme, certain fixed assets were verified during the year and no material

discrepancies were noticed on such verification.

The immovable properties are vested in the company in pursuance of Scheme of

Arrangement (De-merger) of AAC Block Division of Mohit Industries Limited in the

company. Though the scheme has become effective and according to order of Gujarat

High Court the immovable properties are vested in the company, however, the

procedure of the transfer of title deeds in name of the company is pending as on date of

audit report.

ii. Physical verification of inventory has been conducted at reasonable intervals by the

management and no material discrepancies were noticed in the same.

iii.

As informed to us, the company has not granted loans to companies, firms or other

parties covered in the Register maintained under section 189 of the Companies Act,

2013 („the Act‟). Hence, provisions of Paragraph 3 (iii) (a) to (c) of the Order are not

applicable.

iv. In our opinion and according to the information and explanations given to us, the

Company has complied with the provisions of section 185 and 186 of the Act, with

respect to the loans and investments made.

v. According to information & explanation given to us, the company has not accepted any

deposits from the public.

vi. As explained to us, the company is maintaining accounts and records prescribed by the

Central Government under section 148 (1) of the Companies Act, 2013. However, no

such accounts/records were verified by us.

vii. (a) According to the information and explanations given to us and on the basis of our

examination of the records of the Company, amounts deducted/ accrued in the books of

account in respect of undisputed statutory dues including provident fund, income–tax,

sales tax, value added tax, duty of customs, duty of excise, service tax, cess and other

material statutory dues have been regularly deposited during the year by the Company

with the appropriate authorities. The company has not deducted employees‟ state

insurance and thus question of payment does not arise.

According to the information and explanation given to us, no undisputed outstanding

amounts in respect of provident fund, income tax, sales tax, service tax, duty of

customs, duty of excise, value added tax, cess were in arrears, as at 31st March, 2016 for

a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues of income

tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess which

have not been deposited on account of any dispute.

viii. In our opinion and according to the information and explanations given to us, the

company has not defaulted in repayment of loans or borrowing to the financial

institutions, banks or government. As explained to us, no debenture has been issued by

the company.

73

ix. The Company did not raise any money by way of initial public offer or further public

offer (including debt instruments). According to information and explanations given to

us, we are of the opinion that the term loans have been applied for the purposes for

which they were raised.

x. According to the information and explanations given to us, no fraud by the Company or

on the Company by its officers or employees has been noticed or reported during the

course of our audit.

xi. According to the information and explanations give to us and based on our examination

of the records of the Company, the Company has paid/provided for managerial

remuneration in accordance with the requisite approvals mandated by the provisions of

section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the

Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not

applicable.

xiii. According to the information and explanations given to us and based on our

examination of the records of the Company, transactions with the related parties are in

compliance with sections 177 and 188 of the Act where applicable and details of such

transactions have been disclosed in the financial statements as required by the applicable

accounting standards.

xiv. According to the information and explanations give to us and based on our examination

of the records of the Company, the Company has not made any preferential allotment or

private placement of shares or fully or partly convertible debentures during the year.

xv. According to the information and explanations given to us and based on our

examination of the records of the Company, the Company has not entered into non–cash

transactions with directors or persons connected with him. Accordingly, paragraph 3(xv)

of the Order is not applicable.

xvi. The Company is not required to be registered under section 45–IA of the Reserve Bank

of India Act 1934.

For RKM & CO.



(Deepak V. Bhatia)

Partner


Surat, 24th

May, 2016

74

Annexure “B” to the Independent Auditor‟s Report of Even date on the Financial Statements of

Bigbloc Construction Limited for year ended on 31st March, 2016

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Bigbloc Construction

Limited (“the Company”) as of 31 March 2016 in conjunction with our audit of financial statements of

the Company for the year ended on that date.

Management‟s Responsibility for Internal Financial Controls

The Company‟s management is responsible for establishing and maintaining internal financial controls

based on the internal control over financial reporting criteria established by the Company considering

the essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls over Financial Reporting issued by the Institute of Chartered Accountants of India („ICAI‟).

These responsibilities include the design, implementation and maintenance of adequate internal

financial controls that were operating effectively for ensuring the orderly and efficient conduct of its

business, including adherence to company‟s policies, the safeguarding of its assets, the prevention and

detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely

preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors‟ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit

of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on

Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,

2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of

Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those

Standards and the Guidance Note require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether adequate internal financial controls

over financial reporting was established and maintained and if such controls operated effectively in all

material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of

internal financial controls over financial reporting included obtaining an understanding of internal

financial controls over financial reporting, assessing the risk that a material weakness exists, and testing

and evaluating the design and operating effectiveness of internal control based on the assessed risk. The

procedures selected depend on the auditor‟s judgment, including the assessment of the risks of material

misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion on the Company‟s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles. A

company's internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the company are being

made only in accordance with authorisations of management and directors of the company; and (3)

provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use,

or disposition of the company's assets that could have a material effect on the financial statements.

75

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to

error or fraud may occur and not be detected. Also, projections of any evaluation of the internal

financial controls over financial reporting to future periods are subject to the risk that the internal

financial control over financial reporting may become inadequate because of changes in conditions, or

that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system

over financial reporting and such internal financial controls over financial reporting were operating

effectively as at 31 March 2016, based on the internal control over financial reporting criteria

established by the Company considering the essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute

of Chartered Accountants of India.

For RKM & CO.



(Deepak V. Bhatia)

Partner


Surat, 24th

May, 2016

76

Balance Sheet as at 31st March, 2016

(Amount in Rupees)

Particulars Note No.

Figures as at 31st

March, 2016

I EQUITIES & LIABILITIES

1 Shareholders' funds

(a) Share Capital 2 700,000

(b) Reserves & Surplus 3 8,725,687

(c) Share Capital & Premium pending allotment 33 199,642,750

Sub-Total

209,068,437

2 Non- Current Liabilities

(a) Long Term Borrowings 4 127,977,613

(b) Other Non-Current Liabilities 5 500,000

(c) Deferred Tax Liability

32,818,667

Sub-Total

161,296,280

3 Current Liabilities

(a) Short Term Borrowings 6 111,365,249

(b) Trade Payables 7 64,323,092

(c) Other Current Liabilities 8 56,503,181

(d) Short Term Provisions 9 4,745,045

Sub-Total

236,936,567

TOTAL

607,301,284

II ASSETS

1 Non-Current Assets

(a) Fixed Assets

(i) Tangible & Intangible Assets 10 360,048,925

(ii) Capital Work In Progress

1,660,188

361,709,113

(b) Long Term Loans & Advances 11 4,046,116

(c) Other Non-current Assets 12 1,212,788

Sub-Total

366,968,017

2 Current Assets

(a) Inventories 13 42,945,621

(b) Trade Receivables 14 176,933,681

(c) Cash & Bank Balances 15 7,634,552

(d) Short Term Loans & Advances 16 12,819,412

Sub-Total

240,333,266

TOTAL 607,301,284

Statement of Accounting Policies 1

Notes Forming Part of Financial Statements 2 to 34

As per our Audit Report Attached

For & On Behalf of Board of

Directors

For RKM & CO.



(Deepak V. Bhatia) Director Director

Partner

M. No. 102465

Surat, 24th May, 2016

77

Statement of Profit & Loss Account for the year ended 31st March, 2016

(Amount in Rupees)

Particulars Note Figures for the year

No. ended on 31-03-2016

I. Revenue from Operations 17 661,507,387

Less:-Excise Duty

57,959,083

Revenue from Operations (net)

603,548,304

II. Other Income 18 958,201

III. Total Revenue (I+II)

604,506,505

IV. Expenses

Raw Material Consumed 19 170,965,379

Purchase of Traded Goods

349,140

Changes in Inventories of Finished Goods

& Work in Progress 23 6,854,789

Employee Benefit Expenses 20 65,324,769

Finance Costs 21 35,144,344

Depreciation & Amortization 10 22,805,653

Other Expenses 22 296,045,441

Total Expenses

597,489,514

V. Profit / (Loss) Before Tax

7,016,991

VI. Tax Expenses

(1) Current Tax

1,337,100

Less:- MAT Credit Entitlement

1,212,788

Net Current Tax

124,312

(2) Deferred Tax

2,227,235

Sub-Total

2,351,547

VII. Profit / (Loss) for the Period (After Tax)

4,665,444

VII

I. Earnings Per Share (Basic & Diluted) 32 0.33

Statement of Accounting Policies 1

Notes Forming Part of Financial Statements 2 to 34



Directors

For RKM & CO.



(Deepak V. Bhatia) Director Director

Partner

M. No. 102465


78

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2016

P A R T I C U L A R S

2015-16

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax and extra-ordinary items

7,016,991

ADJUSTMENTS FOR:

1 Depreciation & Amortization

22,805,653


(611,988)

OPERATING PROFIT BEFORE WORKING CAPITAL

CHANGES

29,210,656

ADJUSTMENTS FOR:

1 Trade & Other Receivable

a) Debtors

(45,049,346)

b) Loans & Advances

12,404,644

2 Inventories

8,902,485

3 Trade Payables, Current Liabilities & Other Non-current liabilities 15,536,101

CASH GENERATED FROM OPERATIONS

21,004,539

1 Direct Taxes Paid

(46,772)

NET CASH FROM OPERATING ACTIVITIES

20,957,767

B. CASH FLOW FROM INVESTMENT ACTIVITIES

1 Purchase of Fixed Assets

(14,369,405)

2 Movement in Loans & Deposits

5,675,553


611,988

NET CASH USED IN INVESTMENT ACTIVITIES

(8,081,864)

C. CASH FLOW FROM FINANCING ACTIVITIES

1 Increase/(Decrease) in Working Capital from Bank

5,714,954

2 Increase/(Decrease) in Term Loans

(48,767,968)

3 Increase/(Decrease) in Unsecured Loans

33,528,130

NET CASH FROM FINANCING ACTIVITIES (9,524,884)

NET INCREASE IN CASH & CASH EQUIVALENTS 3,351,019

CASH & CASH EQUIVALENTS RECEIVED ON DEMERGER 4,033,533

CASH AND CASH EQUIVALENTS (CLOSING) 7,384,552

NOTE:-

The cash flow statement has been prepared taking into consideration the scheme of demerger andthe

assets &liabilities of AAC Division of Mohit Industries Limited (MIL) which is transferred in

theCompany ason01st April, 2015 has been considered for preparing above Cash Flow statement.


For RKM & CO.


Directors



(Deepak V. Bhatia)

Partner Director Director

M. No. 102465


79

Notes Forming Part of Financial Statements for the year ended 31st March, 2016

1 SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS

The finacial statements have been prepared under the Historical Cost Convention in accordance with

the generally accepted accounting principles in India and the provisions of the Companies Act,

2013.

B. USE OF ESTIMATES

The preparation of financial statements in confirmation with GAAP requires the management to

makeestimates and assumptions considered in reported amounts of assets and liabilities

(includingcontingent liabilities) and the reported income and expenses during the year. The

managementbelieves that estimates used in preparation of financial statements are prudent and

reasonable. Futureresults could differ due to these estimates and the difference between actual

results and the estimatesare recongnised in the periods in which these gets materialized.

C. INVENTORIES

Closing stocks are valued at lower of cost or estimated realisable value. Cost of inventories

comprise Cost of Purchase, Cost of Conversion and other costs incurred in bringing them to their

respectivepresent location and condition. The cost has been calculated on FIFO basis.

D. DEPRECIATION & AMORTIZATION

I) Depreciation on fixed assets has been charged on straight line method (SLM) on useful life of

assets as

prescribed in Schedule II of the Companies Act, 2013 except for intangible assets.

II) Depreciation on all assets are charged at rates of Single Shift .

III) Depreciation on addition has been provided from the date of putting the assets into use.

IV) Cost of Software capitalized is amortized over period of five years.

E. EMPOLYEE BENEFITS

(a) All the Short Term Employee Benefits are accounted for on the basis of services rendered by

the employees of the company.

(b) Company contributes towards Provident Fund which is Defined Contribution schemes. Liability

inin respect thereof is determined on basis of contribution required to be made as per statutes/

rules.

(c) No provision has been made for Long Term Employee Benefits such as Gratuity and Leave

Encashmentas in the opinion of the management no such liabilities has become due as at the end

of year.

F. FIXED ASSETS

Fixed Assets are stated at Cost, Less Accumulated Depreciation. All Costs, including Financing

Cost are included in Total cost and accordingly capitalised in Fixed Assets. Capital Work In

Progress includesCapital Items not installed or Building construction not completed.

G. REVENUE RECOGNITION

Sale of Goods

Sales of goods are recognised, net of returns, on transfer of significant risks and rewards of

ownershipto the buyer which generally coincides with the delivery of goods.

H. BORROWING COST

Borrowing Costs that are attributable to the acquisition, construction or production of qualifying

assetsare capitalized as part of Cost of such assets. A qualifying asset is one that necessarily

takesasubstantial period of time to get ready for its intended use. All other borrowing costs are

charged torevenue.

I. CENVAT and VALUE ADDED TAX (VAT):-

80

CENVAT and VAT credit received on purchases is reduced from respective item of purchases.

Excise Duty & VAT on Sales is credited to Payable account and differential amount, if any, is paid.

Thus, the companyhas followed exclusive method of accounting whereby purchases, sales and stock

is shown exclusive ofCenvat & VAT and accounted for in separate Account.

J. TAXES ON INCOME

Tax Expenses comprises of both current and deferred tax at the applicable enacted rates. Current

taxrepresents the amount of income tax payable in respect of taxable income for the reporting

period.Deferred tax represents the effect of timing differences between taxable income and

accountingincome for the reporting period that originate in one period and are capable of reversal in

one or moresubsequent periods. MAT credit available on current tax is recognised as asset. MAT

credit is recognized if there is convincing evidence of realization of the same.

81

Notes Forming Part of Financial Statements for the year ended 31st March, 2016

(Amount in Rupees)

Particulars

As At 31st March,

2016

2 Share Capital

Authorized Share Capital

51,00,000 equity shares of Rs. 10/- each

51,000,000

Issued Share Capital

70,000 Equity Shares of Rs. 10/- each

700,000

Subscribed & Fully Paid Up

70,000 equity shares of Rs. 10/- each,fully paid

up

700,000

TOTAL RS.

700,000

2.1 The Company has only one class of shares referred to as Equity Shares having face value of

Rs. 10/- each. Each equity Shareholder is eligible for one vote per share held.

2.2

Reconciliation of No. of Equity Shares Outstanding at the Beginning & End of the reporting

period:

Particulars As at 31st March, 2016

(Number)

Shares Outstanding at the Beginning of the

Year

-

(+) Shares Issued during the year

70,000

(-) Shares Buy-back During the year

-

Shares Outstanding at the End of the year 70,000

2.3 Shares in the company held by each shareholder holding more than 5% Equity Shares

Please Refer to Note No. 32 on Demerger

3 Reserves & Surplus

(Amount in Rupees)

Particulars

As At 31st

March, 2016

(a) Securities Premium Account

Opening Balance -

Add:- Additions on account of Demerger adjustment -

Less:- Securities Premium Utilized -

Closing Balance -

(b) General Reserve

Opening Balance -

Add:- Additions on account of Demerger adjustment 38,059,620

Less:- Reduction on account of Deferred Tax liability pertaining to AAC

Block Division (See Note No. 33) 30,591,432

Closing Balance 7,468,188

(c) Surplus

Opening Balance -

Add:- Current Years' Net Profit / (Loss) 4,665,444


82

Less:

(i) Proposed Final Dividend (At Re. 0.20/- per share on shares allotted) 2,831,515

(ii) Dividend Distribution Tax 576,430


TOTAL 8,725,687

4 Long Term Borrowings

(a) Secured Loans

Term Loans - from Banks

Term Loans from Banks 168,083,294

ICICI Bank Car Loan 12,393

168,095,687

Less:- Current Maturities of Long Term Debt 38,209,000

Interest Accrued but not Due 1,909,074

TOTAL 127,977,613

4.1 Car Loans from Bank are secured by hypothecation of Motor Cars for which loan has

beentaken.

4.2 Term Loans from Banks are secured by hypothecation of all the fixed assets of the

company.

4.3 The Term Loans of the company is secured by Land & Building of Factory

at Umargaon, Valsad (Gujarat).

4.4 The Term Loans are also secured against personal properties of the directors and

sisterconcern M/s Mohit Yarns Limited and Mohit Industries Limited. All the term loans are

4.5 The Term Loans from State Bank of Travancore, Central Bank of India and The Shamrao

Vithal Co.Op. Bank Ltd. of Rs. 1680.96 Lakhs are repayable in Equal Monthly

Instalmentsof Rs. 38.17 Lakhs by July, 2019. The rate of interest at the year ent is 13.25%.

5 Other Non-Current Liabilities

(a) Deposits from Customers & Transporters

500,000

TOTAL 500,000

6 Short Term Borrowings

(a) Secured Loans

(i) Loans from Bank Repayable on Demand

(a) Cash Credit Limit from Banks 77,837,119

(b) Unsecured Loans

(a) Loans from related parties (Company) 33,528,130

TOTAL 111,365,249

7 Trade Payables

A.Total outstanding dues of micro enterprises and small enterprises (See Note No. 34)

B. Total outstanding dues of creditors other than micro enterprises and small enterprises:-

(a) Sundry Creditors For Goods & Capital Goods

21,184,159

83

(b) Sundry Creditors For Services 43,138,933

TOTAL 64,323,092

8 Other Current Liabilities

(a) Current Maturities of Long term Borrowings 38,209,000

(b) Interest Payable on Term Loans 1,909,074

(c) Expenses Payable 2,378,938

(d) Statutory Dues Payable 11,639,566

(e) Advance from Customers 2,366,603

TOTAL 56,503,181

9 Short Term Provisions

Provision for Current Tax 1,337,100

Proposed Dividend 2,831,515

Dividend Distribution Tax Payable 576,430

TOTAL 4,745,045

84

10. FIXED ASSETS

PARTICULARS

GROSS BLOCK DEPRECIATION BLOCK NET BLOCK

Balance as

at

1st April,

2015

Additions /

Adjustments

Disposal/

Retiremen

ts

Balance as

at

31st March,

2016

Balance as

at

1st April,

2015

Depreciation

Charge for

the

year

On

Disposals

Balance as

at

31st March,

2016

Balance as

at

31st March,

2016

Balance as

at

31st March,

2015

TANGIBLE ASSETS (Not On Lease)

Land 30584794 2070000 0 32654794 0 0 0 0 32654794 30584794

Factory

Building 114464672 22521467 0 136986139 9204147 3856287 0 13060434 123925705 105260525

Road 9379565 91354 0 9470919 1527645 1051843 0 2579488 6891431 7851920

Plant &

Machinery 221380762 6936871 0 228317633 30324373 15338087 0 45662460 182655173 191056389

Electric

Installation 13583501 625219 0 14208720 2495347 1530271 0 4025618 10183102 11088154

Furniture 319375 99845 0 419220 56186 37949 0 94135 325085 263189

Vehicle 3618292 0 0 3618292 916164 463200 0 1379364 2238928 2702128

Computer 694325 67025 0 761350 358308 121417 0 479725 281625 336017

Office

Equipments 765817 27800 0 793617 217718 197843 0 415561 378056 548099

INTANGIBLE ASSETS

Computer

Software 400000 643781

1043781 320000 208756 0 528756 515025 80000

Total 395191104 33083362 0 428274466 45419888 22805653 0 68225541 360048925 349771216

10.1 Balance as on 01st April, 2015 represents the balance of these assets / class of assets in Mohit Industries Limited (MIL) (demerged company), which have been

demerged and transferred to the company w.e.f. appointed date which is 01st April, 2015 pursuant to Scheme of Arrangement in the nature of demerger as approved by

Hon'ble Gujarat High Court.

85

11 Long Term Loans & Advances

(Unsecured, Considered Good by Directors)

(a) Security Deposits

3,354,686

(b) Capital Advances

691,430

TOTAL

4,046,116

12 Other Non-Current Assets

(a) MAT Credit entitlement

1,212,788

1,212,788

13 Inventories

1) Finished Goods

33,530,607

2) Stock in Process

536,096

3) Raw Material

7,383,118

4) Stores & Spares

758,500

5) Packing Material

737,300

TOTAL

42,945,621

14 Trade Receivables

Sundry Debtors

(Unsecured, considered good by Directors)

(a) Outstanding for more than 6 months from due date

39,024,859

(b) Others

137,908,823

TOTAL

176,933,681

15 Cash & Bank Balances

Cash & Cash Equivalents

(a) Cash on hand

2,181,222

(b) Balances with Current Account

5,203,330

Balances in Fixed deposits with Banks as margin money deposit

(c) F.D. With S.B.T.

250,000

TOTAL

7,634,552

16 Short Term Loans & Advances

(Unsecured, considered good by the Director)

(a) Balances with Revenue Authorities

3,771,229

(b) Interest Accrued on Bank FDR

19,239

(c) Advances to suppliers and staff

5,276,845

(d) Electricity Duty exemption receivable

3,752,099

TOTAL

12,819,412

17 Revenue from Operations

Sales of Manufactured Goods (See Note No. 27) 660,073,786

86

Sales of Traded Goods (See Note No. 27)

613,691

Factory Sales

819,910

661,507,387

18 Other Income

Interest from Debtors

279,365

Interest Received From DGVCL

272,931

Interest on F.D

339,057

Late Payment Charges received

66,848

TOTAL

958,201

19 Raw Material Consumed

Raw Material Consumed (See Note No. 28)

170,965,379

TOTAL

170,965,379

20 Employee Benefit Expenses

Salary & Bonus

30,113,361

Labour Wages

33,114,101

Staff Welfare

2,097,307

TOTAL

65,324,769

21 Finance Cost

Interest Paid

34,163,570

Other Bank & Finance Charges

980,774

TOTAL

35,144,344

22 Other Expenses

(Amount in Rupees)

Particulars For Year Ended on

31st March, 2016

Manufacturing Expenses

Power & Fuel charges

31,283,229

Stores & Spares Consumed

10,272,581

Carriage Inward

65,912,435

Factory Expenses

8,714,791

Repairs to Machinery

3,552,537

(a) 119,735,573

Administrative Expenses

Travelling & Conveyance

1,516,768

Electric Expenses

371,474

Printing & Stationery

390,425

Postage, Telegram & Telephone Expenses

493,938

Insurance Charges

120,755

Vehicle Expenses

1,352,434

Donation

111,111

Office & General Expenses

1,399,654

87

Security Service Charges

1,214,879

Computer Expenses

590,738

Membership Fees

40,700

Rent Paid

879,910

Demerger Expenses

796,794

Legal & Professional fees

2,891,303

Misc. Balances w/off

75,146

Municipal and Other Taxes

46,956

Interest on Excise duty

315,187

Interest on Service Tax

62,839

Penalty

86,801

Rate & Taxes

19,800

(b) 12,777,612

Selling & Distribution Expenses

Octroi

8,290,932

Discount & Claim

2,056,857

Packing Expense

5,363,522

Carriage Outward

140,602,523

Sales Promotion Expense

40,290

Rate Difference

232,480

Brokerage

6,918,652

Advertisement & Sales Promotion

27,000

(c) 163,532,256

TOTAL (a+b+c)

296,045,441

23 Changes in Inventories of Finished Goods

(Amount in Rupees)

Particulars For Year Ended on

31st March, 2016

Opening Stock of Finished Goods

40,356,307

Opening Stock of WIP

565,185

Less:- Closing Stock of Finished Goods

33,530,607

Less:- Closing Stock of WIP

536,096

TOTAL

6,854,789

24 CONTINGENT LIABILITY & COMMITMENTS:-

(i) Contingent Liablilities not provided for is Rs. NIL (P.Y. Rs. NIL).

(ii)

Commitments:

-

(a) Estimated amount of contracts remaining to be executed on capital account and not

provided for is Rs. NIL (P.Y. NIL)against which advance paid is Rs. NIL (P.Y. NIL).

(b) Uncalled Liability on shares and other investments partly paid Rs. Nil (P.Y. Rs. Nil)

(c) Other Commitments Rs. Nil (P.Y. Rs. Nil)

88

25 PRODUCTION DETAILS

ITEM UNITS ACTUAL

PRODUCTION

AAC Blocks KGS.

132389156

26

PARTICULARS OF OPENING & CLOSING STOCKS OF STOCK-IN-TRADE &

FINISHED GOODS

ITEM UNITS CLOSING STOCK

QTY.

AMOUNT

(Rs.)

AAC

BLOCKS KGS.

520254 1,476,980

RUBBLE &

WIP TONNES

18815.127 35,254,149

NXT FIX

BLOC

(TRADING) KGS.

800 4,400

27

PARTICULARS IN RESPECT OF PURCHASE & SALES OF FINISHED GOODS &

GOODS IN TRADE

ITEM UNITS PURCHASE SALES

QTY.

AMOUNT

(Rs.) QTY.

AMOUNT

(Rs.)

AAC BLOCK KGS. - - 132457035 653,658,601

RUBBLE &

WASTAGE TONNES - - 8722.818 6,415,185

NXT FIX

BLOC

(TRADING) KGS. 63480

349,140 62680

613,691

28 CONSUMPTION OF RAW MATERIALS

ITE

M

AMOUNTS

(RS)

RAW

MATERIAL

17,09,65,379

FOR

BLOCKS**

** There are various Raw Materials like Aluminium Powder, Lime Powder, Cement, Gypsum

Powder, Coal, Caustic Soda etc. are consumed to produce AAC Blocks. As quantity units of all

raw materials consumed are different fromeach other, the same arenot given above. However,

value of Raw Material consumed and Closing Stockare given.

29 a) Value of imports

NIL (P.Y. NIL)

b) Expenditure in Foreign

Currency

NIL (P.Y. NIL)

c) Amount remitted in

Foreign

NIL (P.Y. NIL)

currency on dividend

A/c.

30 a) Exports on F.O.B.

NIL (P.Y. NIL)

89

b) Earnings in Foreign

Currency

NIL (P.Y. NIL)

31 RELATED PARTY RELATIONSHIP AND TRANSACTION

A. Name of Related Parties & Nature of Relationships

a) Enterprises Controlled by Key Managerial Personnel & their relatives

1 Mohit Industries Limited 4 Mohit Texport Pvt. Ltd.

2 Soul Clothing Pvt. Ltd. 5 Mask Investments

Limited

3 Mohit Exim Pvt. Ltd.

b) Key Managerial Personnel

1 Narayan S. Saboo 3 Mohit N. Saboo

2 Naresh S. Saboo 4 Manish N. Saboo

B. Transactions with Related Parties

Amount in Rs. Lakhs

Particulars

Enterprises Controlled by

Key Management personnel

Key Managerial Personnel &

Their Relatives

Current

Year

Previous

Year Current Year

Previous

Year

Transaction during the

year

(a) Loans

Taken

1,586.50 -

- -

(b) Repayment of Loans

Taken

1,253.55 -

- -

(c) Interest Paid 2.59 - - -

Balances as at

Year End

(a) Unsecured Loans 335.28 - - -

C

.

Disclosure in respect of Material Related party transaction during the year

Amount in Rs. Lakhs

Particulars

Enterprises

Controlled by Key

Management

personnel

Key Management Personnel

& Relatives of Key

Management Peronnel

(a) Loans

Taken

-- Mohit Industries Limited

1,586.50 -

(b) Repayment of Loans Taken

-- Mohit Industries Limited

1,253.55 -

(c) Interest Paid

-- Mohit Industries Limited 2.59 -

90

32 EARNINGS PER SHARE

Sl.

No.

Particulars

UNIT OF

MEASUREME

NT

March 31,

2016

1 Net Profit / (Loss ) after tax

Rs.

4,665,444

2

Weighted Average Number of

Equity Shares * Number

14,157,575

3

Earnings Per Share -

Basic & Diluted 1 / 2

0.33

* The weighted average number of equity shares has been taken as number of equity shares to

be allotted to the shareholders ofMohit Industries Limited (MIL) as per Scheme of Demerger

as the Appointed date of Scheme has been taken as 01st April, 2015and the scheme has been

effective on 16th March, 2016 after approval of the Scheme by Hon'ble Gujarat High Court and

filing ofcerified copy of same with the ROC. Thus, effective weighted average number of

equity shares as on 01st April, 2015 of thecompany is number of shares allotted by company to

shareholders of MIL on 30th April, 2016

33

SCHEME OF ARRANGEMENT (DEMERGER) BETWEEN THE COMPANY AND

MOHIT INDUSTRIES LIMITED:-

The Company (Resulting Company) had entered into a Scheme of Arrangement ('the Scheme')

with Mohit Industries Limited (MIL)'Demerged Company') for demerger of the AAC Block

Division of MIL into the Company. In(Consideration of vesting of AAC Blockdivision of MIL

to the company as per terms of the Scheme, each shareholder of Demerged Company inrespect

of each share heldin MIL, is entitled to one share each of the Resulting company of face value

of Rs. 10/- each credited asfully paid up. Also as perTerms of the Scheme, the existing share

capital of the Resulting Company of Rs. 7,00,000/- standscancelled on allotment(issuance) of

shares of Resulting company to shareholders of the DemergedCompany.

The Scheme was approved by the Honourable High Court of Gujarat on February 22, 2016.

The Company has filed the order and the Scheme Approved by the High Court with the

Registrar of the Companies, Ahmedabad (ROC) onMarch 16, 2016.Thus, the scheme becomes

effective on March 16, 2016 and the effect of the same is given from AppointedDated which

is1st April, 2015. Thus, as the scheme has been approved by Hon'ble Gujarat High Court and

effective from16th March, 2016 all theassets and liabilities of AAC Block Division of MIL

with effect from 1st April, 2015 becomes Assets &Liabilities of the Company.These financial

statements have been prepared accordingly considering the AAC Block Division of MIL tobe

Undertaking of theCompany from 1st April, 2015.

However, the Company has allotted shares to shareholder of MIL in accordance with the

Scheme on 30th April, 2016 i.e. after the close of the year. Thus, Share Capital of the Company

of Rs. 7,00,000/- has not stood cancelled as on 31stMarch, 2016. Hence, ason 31st March, 2016

the reported share capital of the company is Rs. 7,00,000/- (as the same stoodcancelled on 30th

April, 2016).While, the share capital and securities premium to be allotted to shareholders of

MIL as per the scheme has been reflected in theBalance Sheet as on 31.03.2016 as "Share

Capital & Premium Pending Allotment". After allotment of Shares to shareholders ofMIL the

effect in Shareholders' Funds shall beas follows:-

Particulars

Amount

(Rs.)

A

Share Capital (Issued on 30-04-

2016)

141,575,75

0

91

B

Securities

Premium

58,767,000

200,342,75

0

Less:- Share Capital Cancelled on 30-

04-2016

700,000

199,642,75

0

This net amount of Rs. 19,96,42,750/- is reflected in "Share Capital & Premium Pending

Allotment" as on 31st March, 2016.

The net Asset and Liabilities of AAC Division transferred to the Company in accordance with

Scheme is Rs. 2384.02 Lakhs which

is taken in Financial Statements of the

Company as under:-

Particulars

Amount (In

Rs. Lakhs)

A Share capital (As stated above)

1,415.75

B

Securities Premium (As stated

above) 87.67

C

General

Reserve

380.60

2,384.02

Deferred Tax liability pertaining to the demerged undertaking (AAC Block Division) in the

accounts of demerged company (MIL)as on 31.03.2015 being Rs. 3,05,91,432/- has also been

transferred from the Demerged Company to the Company (resultingcompany) ans same being

opening balance (i.e. created out of profits of earlier years) has been reduced directly from

theGeneral Reserve transferred to the company pursuance to demerger as given in Note NO.

3(b).

34 Disclosures of the Micro, Small and Medium Enterprises:-

The management of the Company has not received any intimation from „suppliers‟ regarding

their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence

disclosure requirements in this regard asper Schedule IIIof the Companies Act, 2013 could not

beprovided.

As per our Audit Report

Attached


Directors

For RKM & CO.

Chartered

Accountants

Firm Registration No.:

108553W

(Deepak V. Bhatia)

Director Director

Partner

M. No. 102465

Surat, 24th May,

2016

92

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except as described below, there are no material outstanding litigations, suits or criminal or

civilprosecutions, proceedings or tax liabilities against our Company (in the name of our Company and

/ orentities which were acquired by our Company), our Directors and our Promoter and there are no

defaults,non-payment or overdue of statutory dues, institutional/bank dues and dues payable to holders

of any debentures, bonds and fixed deposits, other unclaimed liabilities against our Company or

Directors orPromoter. Further, no disciplinary action has been taken by SEBI or any stock exchanges

against ourCompany, our Directors and our Promoter and Group Companies.

Except as stated under there are no:

litigation or legal action pending or taken by any Ministry or Department of the Government or a

statutory authority against the Promoter of our Company during the last five years immediately

preceding the date of the Information Memorandum and no direction has been issued by such

Ministry or Department or statutory authority upon conclusion of such litigation or legal action.

pending litigation involving our Company, Promoter, Directorsor any other person, whose outcome

could have material adverse effect on the position of our Company

no pending proceedings initiated against our Company for economic offences

no defaults and non-payment of statutory dues etc.

Except as stated under there are no:

A. Outstanding litigation against Mohit Industries Limited which now stands transferred in the

name of Bigbloc Construction Limited

1. Miscellaneous matters:

EXCISE MATTER

DATE NOTICE NO. MATTER AMOUNT

(In Rs.)

16.10.2015 F.NO.V (CH.68) 15-

116/DEM/AUDIT - III , VAD

/MOHIT IND./14-15

Cenvat Credit Availed of Service

Tax Paid On Sales Commission.

2,82,440/-

24.11.2015

F.NO.V (CH.68) 15-


/MOHIT IND./14-15

Cenvat Credit Availed on Invoice

is in The name Of Head Office 1,70,879/-

26.11.2015

F.NO.V (CH.68) 15-


/MOHIT IND./14-15

The Company wrongly availed

Cenvat Credit on Capital Goods.

Reversed the credit by Debit

Entry No 1279 of Rg 23 C Part II

on 21.02.2015, but the interest

was not paid.

57,767/-

01.01.2016

F.NO.V (CH.68) 15-


/MOHIT IND./14-15

Cenvat Credit was availed on

Xerox Copy of Invoice 7,49,134/-

01.01.2016

F.NO.V (CH.68) 15-


/MOHIT IND./14-15

Cenvat Credit availed on Invoice

is in the name of Head Office 17,43,331/-

03.02.2016 F.NO.V (CH.68)/3-44/MOHIT

IND./SCN/DIV - UBR/2015-16

Cenvat credit availed of service

tax paid on sales commission. 3,84,890/-

93

B. Outstanding Litigation By Mohit Industries Limited which now stands transferred in the

name of BIgbloc Construction Limited

1. Criminal Cases :

Court /

Forum

Parties to

Dispute

Brief Facts of the Case Extent of

Liability

/ Claim

(in `)

Present Status

Court of

Surat A R Filament Under Section 138 in The

Negotiable Instruments Act,

1881 for Dishonour of cheque

nos. 904494 dated 07.12.13

904495 dated 05.12.13

904496 dated 01.12.13 drawn

on Syndicate Bank for Rs

70,000 each.

2,59,240 Case Transfer on

last hearing dated

11th March, 2016.

(Notice shall be

issue shortly)

Court of

Surat Ganesh Marketing Under Section 138 in The



nos. 000051 dated 23.09.13.

000070 dated 23.09.13 drawn

on Kotak Mahindra Bank for

amount Rs. 5,00,000 and

2,89,165.

7,89,165 Company has

applied for

issuance of Non-

Bailable Warrant

on last hearing

dated 18th April,

2016.

Court of

Surat Nirman Enterprises Under Section 138 in The



no. 420542 dated 11.04.15

drawn on Indusind Bank for

Rs. 1,25,000

1,40,000 Summon Notice

shall be issued –

Next Hearing

Date: 09th June,

2016

Court of

Surat A Square Engineer

& Contractors

Under Section 138 in The


1881 for Dishonour of

chequeno. 000386 dated

20.01.16 drawn on Bank of

India for Rs. 89,007/-.

2,17,227 Summon Notice

shall be issued-

Next Hearing

Date: 05th

August,

2016

2. Civil Cases

Court /

Forum

Parties to

Dispute

Brief Facts of the Case Extent of

Liability /

Claim (in

`)

Present Status

Court of

Surat

Balaji Sales Under Section 138 in The


1881 for Dishonour of

cheque No. 170285 dated

22.11.13 drawn on HDFC

Bank for amount of Rs.

105,535/-

1,99,213 In Process – Next

Hearing Date: 26th

June, 2016

There are no ligitations against our Directors and / or Promoter.

94

MATERIAL DEVELOPMENT AFTER THE DATE OF LAST AUDITED FINANCIAL

STATEMENTS AS ON MARCH 31, 2016

In the opinion of our Board, there have not arisen since the date of the last audited financial statements

i.e. March 31, 2016, any circumstances that materially or adversely affect or are likely to affect our

profitability taken as a whole or the value of our assets or our ability to pay our material liabilities

within the next 12 months.

95

OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority of Listing

The Hon‟ble High Court of Gujarat at Ahmedabadvide its Order dated February 22 ,2016(certified

copy received by the Company on March 15, 2016) has approved the Scheme of Arrangement and

Demerger between Mohit Industries Limited and Bigbloc Construction Limited and their respective

Shareholders and Creditors for demerger and transfer of undertakings of Mohit Industries Limited into

Big Bloc Construction Limited under sections 391 to 394 of the Companies Act, 1956. For more details

relating to the scheme of arrangement and demerger please refer to the Section titled “Scheme of

Arrangement” of this Information Memorandum. In accordance with the said Scheme, the equity shares

of our Company issued pursuant to the Scheme shall be listed and admitted to trading on the NSE and

BSE. Such listing and admission for trading is not automatic and is subject to fulfillment by the

Company of criteria of NSE and BSE and also subject to such other terms and conditions as may be

prescribed by NSE and BSE at the time of application by our Company seeking listing. Our Company

has received no objection from NSE and BSE in relation to scheme of Arrangement and Demerger and

consequent listing of equity shares issued pursuant to the Scheme of Arrangement vide their letters

dated September 22, 2016.

The Company has received the relaxation under Rule 19(2)(b) of the Securities Contract (Regulation)

Rules, 1957 from Securities and Exchange Board of India (“SEBI”) vide their letter no. [●] dated [●]

for listing of the Equity Shares of Bigbloc Construction Limited on stock exchanges. Further, the

Company has also received in-principle approval for listing of its Equity Shares on National Stock

Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) vide their letter no. [●] dated [●] and

[●] dated [●] respectively.

Prohibition by SEBI

The Company, its promoter, its promoter group, its directors, other companies promoted by the

promoter has not been prohibited from accessing the capital market under any order or direction passed

by SEBI.

Further, any of the directors of the Company are not associated with the securities market in any

manner, and SEBI has not initiated any action against any entity, which whom the directors of the

Company are associated.

Eligibility Criteria

There being no initial public offering or rights issue, the eligibility criteria in terms of Chapter III & IV

of the SEBI(Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended does not

become applicable.

Willful defaulters by Reserve Bank of India

The Company, its promoter, its promoter group, the relatives (as per the Companies Act, 2013) of

Promoter and other companies promoted by the Promoter are not identified as willful defaulters by

Reserve Bank of India Circular Ref. No. RBI/2015-16/100 DBR.No.CID.BC.22/20.16.003/2015-16

dated July 1, 2015 or other authorities.

General Disclaimer from the Company

The Company accepts no responsibility for statements made otherwise than in the Information

Memorandum or in the advertisements tobe published in terms of SEBI circular no.

CIR/CFD/DIL/5/2013 dated February 4, 2013 or any other material issued by or at the instance of the

Company and that anyone placing reliance on any other source of information would be doing so at his

own risk. All information shall be made available by our Company to the public and investors at large

and no selective or additional information would be available for a section of the investors in any

manner.

Jurisdiction

Exclusive jurisdiction for the purpose of this Information Memorandum is with the competent

courts/authorities in Surat, Gujarat, India.

96

In Principle Approval from BSE and NSE

The Company has received in-principle approval under clause 24(f) from BSE bearing no.

DCS/AMAL/AM/24(f)/161/2015-16 dated September 22, 2015and in-principle approval under clause

24(f) from NSE bearing no. NSE/LIST/43646 dated September 22, 2016.

Disclaimer Clause - BSE

As required, a copy of this Information Memorandum has been submitted to BSE. BSE has vide its

letter dated September 22, 2015 granted its observations on the Scheme of Arrangement and Demerger

under clause 24(f) of the Listing Agreementand by virtue of that approval, the BSE‟s name is included

in this Information Memorandum as one of the StockExchanges on which the Company‟s securities are


Disclaimer Clause - NSE

As required, a copy of this Information Memorandum has been submitted to NSE. NSE has vide its

letter dated September 22, 2015 granted its observations on the Scheme of Arrangement and Demerger

under clause 24(f) of the Listing Agreementand by virtue of that approval, the NSE‟s name is included

in this Information Memorandum as one of the StockExchanges on which the Company‟s securities are


Filing

Copy of this Information Memorandum has been filed with BSE and NSE.

Listing

Application has been made to BSE and NSE for permission for listing and trading in and for an official

quotation of theEquity Shares of the Company. The Company has nominated BSE as the Designated

Stock Exchange for the aforesaid listing of shares. The Company shall ensure that all steps for the

completion of necessary formalities forlisting and commencement of trading at all the Stock Exchanges

mentioned above within such period as approvedby SEBI.

Demat Credit

The Company has executed tri-partite Agreements with CDSL and NSDL dated March 03, 2016 and

March 01, 2016, respectively, for admittingits securities in demat form. The ISIN allotted to the

Company‟s Equity Shares is INE412U01017 Shares have beenallotted to those shareholders who have

provided necessary details to the Company and/or who were holding their shares in Mohit Industries

Limited in demat form as on the Record Date i.e. March 31, 2016. The demat shares have been credited

to the demat accounts of the shareholders by CDSL and NSDL on May 06, 2016 and May 11, 2016

respectively.

Dispatch of share certificates

Pursuant to the Scheme, on April 30, 2016, our Company has issued and allotted its Shares to eligible

shareholders of Mohit Industries Limited on the Record Date and our Company has dispatched share

certificates to those shareholders holdingshares in Mohit Industries Limitedin physical form was

completed on May 14, 2016.

Expert Opinions

Save as stated elsewhere in this Information Memorandum, we have not obtained an expert opinions.

Previous Public Issues

The Company has not made any public issue since incorporation.

Commission and Brokerage on previous issues

Since the Company has not issued shares to the public in the past, no sum has been paid or is payable

as commissionor brokerage for subscribing to or procuring or agreeing to procure subscription for any

of the Equity Shares sinceits inception.

Companies under the same management

There are no companies under the same management within the meaning of Section 370(1B) of the

erstwhileCompanies Act, 1956 other than the ones disclosed elsewhere in the Information

Memorandum.

97

Promise vis-à-vis Performance

This is for the first time the Company is getting listed on the Stock Exchange.

Outstanding Debenture or Bonds and Redeemable Preference Shares and Other Instruments

Issued by the Company

There are no outstanding debentures or bonds and redeemable preference shares and other instruments

issued by the Company.

Stock Market Data for Equity Shares of the Company

Equity shares of the Company are not listed on any stock exchanges. The Company is seeking approval

for listing of shares through this Information Memorandum.

Disposal of Investor Grievances

Adroit Corporate Services Private Limited is the Registrar and Transfer Agent of the Company to

accept the documents/requests/complaints from the investors/shareholders of the Company. All

documents are received at the inward department, where the same are classified based on the nature of

the queries/actions to be taken and coded accordingly. The documents are then electronically captured

before forwarding to the respective processing units. The documents are processed by professionally

trained personnel. The Company has set up service standards for each of the various processors

involved such as effecting the transfer/dematerialization of securities/change of address ranging from

3-7 days.

Mr. Sumit Nirmal Das, the Company Secretary and Compliance Officer of the Company is vested with

responsibility of addressing the Investor Grievance in coordination with Registrar & Transfer Agents.

Name and Contact Address of the Company Secretary and Compliance Officer:

Mr. Sumit Nirmal Das

Company Secretary and Compliance Officer

6th

Floor, A-601 /B, International Trade Centre, Majura Gate, Ring Road,

Surat – 395002 Gujarat India.

Tel: +91 261-2463261-63, 3234330

Fax: +91 261 2463264



Change in auditors during last three years

There has been no change in the auditor to the Company since incorproation.

Capitalisation of reserves or profits

Our Company has not capitalised reserves or profits since incorporation.

Revaluation of assets

Our Company has not revalued its assets since incorporation.



98

MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

The main provisions of the Articles of Association of our Company are given under:

Company has adopted Table – F of Schedule – 1 of the Companies Act, 2013 as its Articles of

Association Except following clause:

1. First directors of the company shall be

1. Narayan Sitaram Saboo

2. Naresh Sitaram Saboo

3. Manish Narayan Saboo

Directors shall be liable to retire by rotation.

99

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 entered into more than two years before the date of the Information Memorandum),

which are or may be deemed material have been entered or are to be entered into by our Company.

These contracts and the documents for inspection referred to hereunder, may be inspected at the

Registered Office of our Company situated at 6th

Floor, A-601/B,International Trade Centre, Majura

Gate, Ring Road, Surat, Gujarat – 395 002 from 10.00 a.m. to 02.00 p.m. on working days from the

date of the Information Memorandum.

Documents for Inspection 1. Certificate of Incorporation of our Company.

2. Memorandum and Articles of our Company.

3. Copy of the Fairness Report provided by SPA Capital Advisors Limited dated June 17, 2015.

4. Copy of the Undertaking and the Auditor's certificate dated June 25, 2016 submitted to

SEBIconfirming non application of clause 5.16 (a) of the SEBI circulars (CIR/CFD/DIL/5/2013

dated February 4, 2013 and CIR/CFD/DIL/8/ 2013 dated May 21, 2013).

5. Copy of the resolution passed by the Board of directors dated June 17, 2015 approving the scheme.

6. Scheme of Arrangement and Demerger between Mohit Industries Limited and Bigbloc

Construction Limited and their respective Shareholders and Creditors.

7. Letter under Clause 24(f) of Listing Agreement dated September 22, 2015 of BSE and NSE,

respectively approving the Scheme.

8. Order dated February 22, 2016 of the Hon‟ble High Court of Gujarat at Ahmedabad sanctioning

the Scheme of Arrangement under Section 391 to 394 of the Companies Act, 1956, received by the

Company on March 15, 2016.

9. Tripartite agreements dated March 03, 2016 and March 01, 2016 with CDSL & NSDL

respectively.

10. Statement of Tax Benefits dated May 27, 2016 from A.K. Ostwal & Co., Chartered Accountants.

11. Financial Statements of our Company for the period year ended March 31, 2016

Any of the contracts or documents mentioned in the Information Memorandum 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, 1956 / Companies Act, 2013 and other relevant statutes.

100

DECLARATION

All relevant provisions of the Companies Act, 1956 / Companies Act, 2013 (to the extent notified and

applicable), the rules made thereunder and the guidelines issued by the Government of India or the

regulations issued by Securities and Exchange Board of India, as the case may be, have been complied

with and no statement made in this Information Memorandum is in contrary to the provision of the

Companies Act, 1956 / Companies Act, 2013 (to the extent notified and applicable), the Securities and

Exchange Board of India Act, 1992 or the rules made thereunder. We further certify that all statements

made in the Information Memorandum are true and correct.

On behalf of the Board of Directors of Bigbloc Construction Limited

Sumit Nirmal Das

Company Secretary

ACS: A39980

Date: May 31, 2016

Place: Surat

BIGBLOC CONSTRUCTION LIMITED

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