Kabirdas Investments Limited - Metropolitan Stock ExchangeKabirdas Investments Limited The Company...

INFORMATION MEMORANDUMDated: 2nd March, 2015

Kabirdas Investments Limited

The Company was originally incorporated on December 27, 1974 under the Companies Act, 1956 as"Kabirdas Investments Private Limited" in the Union Territory of Delhi. The Word ‘Private’ deletedby Registrar of Companies Delhi & Haryana on December 27, 1977 consequent upon the Companybecoming Public Company by virtue of Section 43A of Companies Act, 1956 with effect fromDecember 16, 1977. Subsequently the registered office of the Company was changed from U.T. ofDelhi to the State of West Bengal pursuant to a fresh certificate of incorporation dated January 20,2011issued by the Registrar of Companies, West Bengal and the Corporate Identification Number(CIN) of the Company is L65993WB1974PLC15798.

Regd. Office: Vatsalya Chambers, Room No. 103, 1st Floor, 4A, N.C.Dutta Sarani, Kolkata-700001,Telefax: 033-22316085, Email ID:[email protected], Website:www.kabirdasinvestmentslimited.com

Contact Person: Aniket Bajpayee, Compliance Officer; Telefax: 033-22316085, Email ID:[email protected]

INFORMATION MEMORANDUM FOR LISTING OF 39, 57,170 EQUITY SHARES OFRe.1/-EACH FULLY PAID UP

GENERAL RISKSInvestment in equity and equity-related securities involve a degree of risk and investors should notinvest in the equity shares of Kabirdas Investments Limited unless they can afford to take the risk oflosing their investment. Investors are advised to read the Risk Factors carefully before taking aninvestment decision in the shares of Kabirdas Investments Limited. For taking an investmentdecision, investors must rely on their own examination of the Company including the risks involved.

ABSOLUTE RESPONSIBILITY OF SATYA MINERS & TRANPORTERS LIMITEDKabirdas Investments Limited having made all reasonable inquiries, accepts responsibility for, andconfirms that this Information Memorandum contains all information with regard to KabirdasInvestments Limited, which is material, that the information contained in the InformationMemorandum is true and correct in all material aspects and is not misleading in any material respect,that the opinions and intentions expressed herein are honestly held and that there are no other facts,the omission of which makes this Information Memorandum as a whole or any of such information orthe expression of any such opinions or intentions misleading in any material respect.

LISTINGThe Equity Shares of Kabirdas Investments Limited which are listed on the Calcutta StockExchange Limited and Delhi Stock Exchange are proposed to be listed and traded on MCX-SX Limited.

REGISTRAR & SHARE TRANSFER AGENTMCS SHARES TRANSFER AGENT LIMITED

12/1/5, Manohar Pukur Road,Kolkata-700001

Tel.: 033 4072 4051 to 53, Fax: 033 4072 4054Email ID :[email protected],

mailto:ID:[email protected]

www.kabirdasinvestmentslimited.com

mailto:[email protected]

TABLE OF CONTENTS

I. DEFINITIONS AND ABBREVIATIONS 01

II. GENERAL 03

Presentation Of Financial, Industry And Market Data 05

Forward Looking Statements 06

III. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF 07

IV. INTRODUCTION 08

Summary of Business 08

Summary of Financial Information 10

General Information 13

Capital Structure 17

V. ABOUT THE COMPANY 19

Our History and certain Corporate Matters 19

Our Management 21

Our Promoters 22

Management Discussion and Analysis 24

VI. FINANCIAL INFORMATION 25

Report of the Statutory Auditors, M/s B. CHHAWCHHARIA & CO, CharteredAccountant

25

Financial Statements 29

VII. OUTSTANDING LITIGATIONS 45

VIII. MATERIAL DOCUMENTS FOR INSPECTION 46

Declaration 47

mailto::[email protected]

Kabirdas Investments Ltd

3

SECTION I - DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise requires, in the Information Memorandum, all references to

“KABIRDAS”,“KABIRDAS”, “we”, “us”, “our” and “the Company” are to Kabirdas Investments Limited.

Term Description“The Company” or “Kabirdas” or“Kabirdas Investments” or “we” or “us”or “our”

Kabirdas Investments Limited having itsRegistered Office at V a t sa l ya Chambers, Room No.103,1st Floor, 4A, N.C.Dutta Sarani, Kolkata-700001

AOA/Articles/Articles of Association Article of Association of the Company, as amendedfrom time to time, unless the context otherwisespecifies

Auditors / Statutory Auditors The Statutory Auditors of the Company, M/sB.CHHAWCHHARIA & CO, Chartered Accountant.

Banker(s) to the Company The Bankers of the Company, HDFC Bank Ltd.,Kolkata, West Bengal.

Board of Directors/ Board/ Directors The board of directors of the Company or a committeeconstituted thereof, unless the context otherwisespecifies

MCX / MCX-SX Stock Exchange Limited MCX-SX Stock Exchange LimitedDirector(s) The director(s) of the Company, unless otherwise

specified.Equity Shares Equity shares of the Company of face value of Re. 1

each, fully paid up, unless otherwise specified in thecontext thereof

Information Memorandum This document as filed with the Stock Exchanges isknown as and referred to as the InformationMemorandum

Memorandum/ Memorandum ofAssociation

The Memorandum of Association of KabirdasInvestments Limited

Promoters The promoters of the Company.

Promoter Group Includes such persons and entities constituting ourpromoter group in terms of Regulation 2 (1)(zb) of theSEBI ICDR Regulations

Registered Office The registered office of the Company at VatsalyaChamber, Room No. 103, 1st Floor, 4A, N.C.DuttaSarani, Kolkata-700001

Registrar/ Registrar & Share TransferAgent

The Registrar & Share Transfer Agent of theCompany, MCS Share Transfer Agent Limited

Abbreviations

Term DescriptionAct or Companies Act The Companies Act, 2013, as amended from time to

timeAGM Annual General MeetingAS Accounting Standards issued by the Institute of

Chartered Accountants of IndiaAY Assessment YearBIFR Board for Industrial and Financial ReconstructionCG Central government


4

CIN Corporate Identification NumberCDSL Central Depository Services (India) LimitedCSE The Calcutta Stock Exchange LimitedDepositories NSDL and CDSLDepositories Act The Depositories Act, 1996 as amended from time to

timeDP/ Depository Participant A depository participant as defined underthe

Depositories Act, 1996EBITDA Earnings Before Interest, Tax, Depreciation and

AmortisationEGM Extraordinary General MeetingEPS Earnings per Equity ShareFinancial year/fiscal/ FY Period of twelve months ended March 31 of that

particular year, unless otherwise statedHUF Hindu Undivided FamilyI. T. Act The Income-tax Act, 1961, as amended from time to

time, except as stated otherwiseIndian GAAP Generally Accepted Accounting Principles in IndiaListing Agreement Listing agreement entered into by the Company with

the Stock ExchangesNA Not ApplicableNAV Net Asset Value being paid up equity share capital plus

free reserves (excluding reserves created out ofrevaluation) less deferred expenditure not written off(including miscellaneous expenses not written off) anddebit balance of Profit and Loss account, divided bynumber of issued Equity Shares

NSDL National Securities Depository LimitedP/E Ratio Price/Earnings RatioPAN Permanent Account Number allotted under the Income

Tax Act, 1961PAT Profit after taxPBT Profit before taxRBI Reserve Bank of IndiaRBI Act The Reserve Bank of India Act, 1934, as amended

from time to timeRoC Registrar of Companies, West BengalRs. Indian RupeesRSE Designated Regional Stock ExchangeSCRA Securities Contracts (Regulation) Act, 1956,

asamended from time to time

SCRR Securities Contracts (Regulation) Rules, 1957, asamended from time to timeSEBI The Securities and Exchange Board

of Indiaconstituted under the SEBI Act, 1992, as amendedfrom time to time

SEBI Act Securities and Exchange Board of India Act 1992, asamended from time to timeSEBI Guidelines SEBI (Issue of Capital and Disclosure Requirements)Regulations, 2009 including instructions

and clarifications issued by SEBI from time totime.

State Government The government of a state of the Union of IndiaUIN Unique Identification Number


5

SECTION II – GENERAL

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

Unless otherwise specified or the context otherwise requires, all references to “India” in thisInformation Memorandum are to the Republic of India, together with its territories and possessions.Unless the context otherwise requires, all references to the "Company", "we", "us" and "our" refers toKabirdas Investments Limited.

Financial Data

Unless indicated otherwise, the financial data in this Information Memorandum is derived from ourfinancial statements prepared in accordance with the Generally Accepted Accounting Principles in

India (“Indian GAAP”) and the Companies Act, 2013, as amended (“Companies Act”) includedelsewhere in this Information Memorandum.

The financial year commences on April 1 and ends on March 31, so all references to a particularfinancial year are to the twelve-month period ended March 31 of that year. In this InformationMemorandum, any discrepancies in any table between the total and the sums of the amounts listed aredue to rounding off.

Currency of Presentation

All references to “Rupees” or “INR” are to Indian Rupees, the official currency of the Republic ofIndia.

Industry and Market Data

Unless stated otherwise, industry data and the market data used throughout this InformationMemorandum have been obtained from industry publications, websites and other authenticatedpublished data. Industry publications generally state that the information contained in thosepublications has been obtained from sources believed to be reliable but that their accuracy andcompleteness are not guaranteed and their reliability cannot be assured. Although, the Companybelieves that industry data used in this Information Memorandum is reliable, it has not beenindependently verified. Similarly, internal company reports, while believed by us to be reliable, havenot been verified by any independent sources.

The extent to which the market and industry data used in this Information Memorandum ismeaningful depends on the readers familiarity with the understanding of the methodologies used incompiling such data. There are no standard valuation methodologies or accounting policies in the saidindustry in India and methodologies and assumptions may vary widely among different industrysources.


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FORWARD LOOKING STATEMENTS

This Information Memorandum contains certain words or phrases, including, “will”, “aim”, “willlikely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”,“contemplate”, “seek to”, “future”, “would”, “objective”, “goal”, “project”, “should”, “will pursue”and similar expressions or variations of such expressions, that are forward-looking statements. Allforward-looking statements are subject to risks, uncertainties and assumptions that could cause actualresults to differ materially from those contemplated by the relevant forward-looking statement.

All forward looking statements are subject to risks, uncertainties and assumptions that could causeactual results to differ materially from those contemplated by the relevant forward looking statement.Important factors that could cause actual results to differ materially from our expectations include,among others: -

• General economic and business conditions in India and other countries.• Our ability to successfully implement our strategy, our growth and expansion, our exposure to

market risks that have an impact on our business activities or investments.• The changes in monetary and fiscal policies of India, inflation, deflation, unanticipated

turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices.• The performance of the financial markets in India and globally, changes in domestic and

foreign laws, regulations and taxes and changes in competition in our industry.

• Changes in the value of the Rupee and other currencies.• The occurrence of natural disasters or calamities.• Change in political and social conditions in India.• The Loss or shutdown of operations of the Company at any time due to strike.• The Loss of our key employees and Staff.• Our ability to respond to technological changes.

Absolute Responsibility of Kabirdas Investments Limited

Kabirdas Investments Limited having made all reasonable inquiries, accepts responsibility for, andconfirms that this Information Memorandum contains all information with regard to the Company,which is material, that the information contained in the Information Memorandum is true and correctin all material aspects and is not misleading in any material respect, that the opinions and intentionsexpressed herein are honestly held and that there are no other facts, the omission of which makes thisInformation Memorandum as a whole or any of such information or the expression of any suchopinions are intentions misleading in any material respect.


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SECTION III - RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF

Risk Factors

The Company being a Non-Banking Financial Company (NBFC) is currently engaged in the financialactivities. The business of the Company largely depends on the policies framed by the Reserve Bankof India, Ministry of Finance as well as Global volatility in the financial market.

Recession in the economies of the abroad countries affects the economy of India which further resultsin the Financial Market performance. Our business is dependent on the performance of the SecuritiesMarket viz; Primary as well as Secondary Market in India, and our operations could be adverselyaffected if market conditions deteriorate.

Any adverse trend in the industry, adverse trends in domestic/global business environment will haveadverse impact on the performance of the Company.

Any adverse changes in political and economic environment in India will have negative impact onbusiness and performance of the Company.

Changes in government policies national or state wise will have adverse consequences on the businessof the Company.

Management Perception

The Company, at present follows such rules, regulations and guidelines as may be applicable to aNBFC. It follows and regularly complies with the guidelines issued by RBI from time to time and willalways strive to take due care to follow the same. Thus the applicability of such laws will have limitedconsequences upon business and performance of the Company.

The Company follows a systematic process for planning and implementation of its strategies. TheCompany is exposed to specific risks that are particular to its business and the environment withinwhich it operates. The measurement, monitoring management of risk remains key focus areas for thecompany.

The Company has in built balancing business strategy/approach so as to ensure minimum effect on thebusiness of the company in the adverse situations of political, economic scenario and governmentpolicies.


8

SECTION IV - INTRODUCTION

SUMMARY OF BUSINESS

In this section, unless the context requires otherwise, any reference to “we”, “our” and “us” refers tothe Company.

OVERVIEW

The Company was originally incorporated on December 27, 1974 under the Companies Act, 1956 as"Kabirdas Investments Private Limited" in the Union Territory of Delhi. The Word ‘Private’ deletedby Registrar of Companies Delhi & Haryana on December 27, 1977 consequent upon the Companybecoming Public Company by virtue of Section 43A of Companies Act, 1956 with effect fromDecember 16, 1977. Subsequently the registered office of the Company was changed from U.T. ofDelhi to the State of West Bengal pursuant to a fresh certificate of incorporation dated January 20,2011 issued by the Registrar of Companies, West Bengal and the Corporate Identification Number(CIN) of the Company is L65993WB1974PLC15798. The Company made an Initial Public Offering ofShares in the year 1978. The shares of the Company are listed on Calcutta Stock Exchange Limitedand Delhi Stock Exchange.

Five Companies namely Debikay Information Technology Limited, Showtime CommunicationsLimited, Vishakha Investments Limited Boat Crete Limited and Poonam Finance Limitedamalgamated with the Company in 2001.

The Company is registered as a Non-Banking Finance Company with Reserve Bank of India and ismainly engaged in financing and investment activities as its principal business. The Equity share ofthe Company is listed on Calcutta Stock Exchange.

Company’s major activities are carried out at its Kolkata offices.

Existing and proposed activities of the Company are within the scope of the Object Clause of ourMemorandum of Association.


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AREAS OF NBFC ACTIVITY OF THE COMPANY

The Company is mainly operating under two areas:

Major Area of Operations

Investments Loans & Advances

a) Investment:

Investment

PrivateCompanies Public Companies

Shares Debentures Shares DebenturesMutual Fund Units if

listed Company

The company is mainly into investing in and acquiring and holdingshares, stocks, debentures, debenture stocks, bonds, warrants, obligations/and/orother securities issued or guaranteed by any company constituted or carrying onbusiness in India and/or by any Government, state, public body-or authority.

It is also into acquisition of shares, stocks, debentures, debenture stocks, bonds,warrants, obligations and/or other securities, by original subscription,participation in- syndicates, tender, purchase, exchange or otherwise and tosubscribe the same, either conditionally or otherwise, and to exercise and powersconferred by or incidental to the ownership thereof.

b) Loans & Advances:

Loans & Advances

Company Firm Corporation Individual

The Company is also engaged in the business of financing, assisting,aiding, helping, supporting, promoting companies, firms, businesses, associations,concerns, corporations, partnership, individual or organization in the setting up,running, working, functioning, managing, conducting, operating of anycommerce, industry, trade, business, profession etc. through loans and advances .

As part of its strategy to expand business from this segment, it also advancesdeposits or lends money against securities and properties to or with any company,firm, person or association on such terms as may be determined, from time totime, and to lend and negotiate loans and every description and to transact

business as financiers.


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SUMMARY OF FINANCIAL INFORMATION

The following table provides a summary of financial information derived from the financialstatements as of and for the financial year 2014, 2013 and 2012. These financial statements have beenprepared in accordance with the Indian GAAP and the Companies Act, 1956. The summary offinancial information presented below should be read in conjunction with the financial statements, thenotes and annexures thereto on page no 34.

Summary Statement of Assets and Liabilities(Rs. In Lacs)

Particulars As at 31 March2014 2013 2012

Non-current assetsFixed AssetsGross Block 549.84 610.00 -Less: Deprecation 219.94 60.16 -Net Block 329.90 549.84 -Non-Current Investment 120.26 120.26 116.00Other Non-Current Assets 10.21 1.26 -Total 460.37 671.35 116.00

Current AssetsCurrent Investments 277.87 106.24 117.22Cash & Bank Balance 1.98 21.46 4.30Loans & Advances 10.85 6.35 612.19Trade Receivables 87.75 47.42 -Total 378.45 181.47 733.71

Liabilities & ProvisionSecured Loans - - -Unsecured Loans - - -Current Liabilities & Provision 3.40 7.59 3.55Total 3.40 7.59 3.55

Net WorthShare Capital 39.57 39.57 39.57Reserve & Surplus 795.84 805.66 806.59Total 835.41 845.23 846.16


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Summary Statement of Profit and Loss Account(Rs. In Lacs)

Particulars For the year ended 31 March2014 2013 2012

IncomeRevenue from Operation 210.00 60.17 9.44Other Income 3.64 6.54 7.93Total 213.64 66.71 17.37

ExpenditurePurchase - - -Administrative & Other Exp. 9.35 8.17 9.68Miscellaneous Adjustment - - -Depreciation 219.93 60.16 -Total 229.28 68.33 9.68

Profit before Exceptional items and tax (15.64) (1.62) 7.69Exceptional Items - - -Profit before tax (15.64) (1.62) 7.69Provision for Taxes 3.12 - 1.80Provision for Deferred tax (8.96) (1.26) -Net Profit after tax (9.80) (0.37) 5.89

Earnings Per Share (0.25) (0.01) 0.15

Summary Statement of Cash Flow(Rs. In Lacs)

Particulars For the year ended 31 March2014 2013 2012

Cash flow from operating activitiesNet profit/loss before tax (15.65) (1.63) 7.69Adjustment for:Depreciation/Amortisation 219.93 60.16 -Provision for Standard Assets written back - (1.52) -Provision For standard assets - - 1.52(Profit)/loss on sale of investment (3.64) (5.02) (7.93)Operating Cash flows before workingCapital changes 200.64 51.99 1.28Adjustment for:Decrease/(Increase) in trade Receivables/tradereceivable

(40.33) 561.08 (608.49)

Increase /(decrease) in short term provision - (1.86) -


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Increase /(decrease) in other current liabilities (7.31) 7.41 0.03Cash generated from / (used in) operatingactivities before taxes 153.00 618.62 (607.18)Direct taxes paid/Adjusted (net of refund) (4.49) (3.21) 3.28Net cash generated from /(used in) operating activities [A] 148.51 615.41 (603.90)

Cash flows from investing activitiesProceeds from sale/(purchase) of currentinvestments (Net)

(171.63) 10.98 544.09

Proceeds from sale/(purchase) of long-terminvestments (Net)

- (4.25) -

(Purchase)/Sale of fixed assets - (610.00)-

--(Profit)/loss on sale of investment 3.64 5.02 7.93

Net cash used in investingactivities [B]

(167.99) (598.25) 552.02

Cash flows from financingactivities:Net cash generated from/ (used in) financing activities [C] - - -

Net increase / (decrease) incash and cash equivalents [A+B+C] (19.48) 17.16 (51.88)

Cash and cash equivalents at the beginning ofthe year / period 21.46 4.30 56.18

Cash and cash equivalentsat the end of the year / period 1.98 21.46 4.30

Total Cash and Cash Equivalent 1.98 21.46 4.30


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GENERALINFORMATION

The Company was originally incorporated on December 27, 1974 under the Companies Act, 1956 as"Kabirdas Investments Private Limited" in the Union Territory of Delhi. The Word ‘Private’ deleted byRegistrar of Companies Delhi & Haryana on December 27, 1977 consequent upon the Companybecoming Public Company by virtue of Section 43A of Companies Act, 1956 with effect fromDecember 16, 1977. Subsequently the registered office of the Company was changed from U.T. of Delhito the State of West Bengal pursuant to a fresh certificate of incorporation dated January 20, 2011issued by the Registrar of Companies, West Bengal and the Corporate Identification Number (CIN) of theCompany is L65993WB1974PLC15798.

Registered Office of the CompanyVatsalya Chambers,Room no-103,1st Floor, 4A,N.C.Dutta Sarani,Kolkata, West Bengal -700001Telefax: 033-22316085,Email ID: [email protected],

Website: www.kabirdasinvestmentslimited.com

Address of Registrar of Companies

The Company is registered with the Registrar of Companies, West Bengal, Kolkata, situated at thefollowing address:

Nizam Palace2nd MSO Building2nd Floor, 234/4, A.J.C.B. RoadKolkata - 700020Tel.: 033-2287 7390 Fax: 033-2290 3795Email ID: [email protected]

Board of Directors

The Board of Directors comprises of:

Name and DIN Category Age(years)

Address

Mr. Pankaj KumarBhutoriaDIN: 01128602

Managing Director 39 46B, Garcha RoadKolkata, West Bengal – 700 019.

Mr. Kanti Chand SipaniDIN: 00028548

IndependentDirector

62 70/C, Ashutosh Mukherjee LaneHowrah, West Bengal -711106


www.kabirdasinvestmentslimited.com



14

Mr. Sanjay KumarAgarwalDIN: 07093461

IndependentDirector

38 70/E, Ashutosh Mukherjee Lane

Howrah, Sadar, West Bengal -711106

Mr. Pratap SinghBhutoriaDIN: 03018821

Non-executive Non-independentDirector

63 46B, Garcha Road

Kolkata, West Bengal – 700 019.

Compliance Officer

Mr. Aniket BajpayeeVatsalya ChamberRoom no-103,1st Floor, 4A, N.C.Dutta Sarani,Kolkata, West Bengal -700001Telefax: 033-22316085,Email ID: [email protected],

Share Transfer Agents:

MCS Share Transfer Agent Ltd.12/1/5, Manohar Pukur RoadKolkata-700026Tel.: 033-4072 4051 to 53Fax.: 033-4072 4054Email ID: [email protected]

Bankers to the Company

HDFC Bank Ltd.Jardine House,

4, Clive Row Kolkata,

Kolkata, West Bengal - 700001

Website: www.hdfcbank.com

Statutory Auditors

B.Chhawchharia & Co8A & 8B, Satyam Towers,3, Alipore RoadKolkata, West Bengal -700027Firm Registration No: 305123EContact No: 033 2479 1951

Fax : 033 2479 1952Email ID: [email protected]



www.hdfcbank.com



15

Eligibility Criterion

The Company is submitting its Information Memorandum, containing information about itself,making disclosures in line with the disclosure requirement for direct listing, as applicable, to MCX-SXfor making the said Information Memorandum available to public through their website viz.www.mcx-sx.com.

Prohibition by SEBI

The Company, its directors, its promoters, other companies promoted by the promoters and

companies with which the Company’s directors are associated as directors have not been prohibitedfrom accessing the capital markets under any order or direction passed by SEBI.

Filing

Copies of this Information Memorandum have been filed with MCX-SX in due compliance.

Listing

The Equity Shares of the Company are listed on the Calcutta Stock Exchange. Now the Equity Sharesof the Company shall be admitted for direct listing on MCX-SX Limited (MCX-SX) subject tofulfillment of listing criteria of direct listing of MCX-SX and also subject to such other terms andconditions as may be prescribed by MCX-SX at the time of the application by the Company seekinglisting.

Demat Credit

The Company has executed Tripartite Agreements with both the depositories i.e. NSDL and CDSLfor admitting its securities in demat form and have allotted ISIN: INE268D01019.

General Disclaimer from the Company

The Company accepts no responsibility for statement made otherwise than in the InformationMemorandum or any other material issued by or at the instance of the Company and anyone placingreliance on any other source of information would be doing so at his or her own risk. All informationshall be made available by the Company to the public and investors at large and no selective oradditional information would be available for a section of the investors in any manner.

Disclaimer Clause of MCX-SX

As required, a copy of this Information Memorandum is being submitted to MCX-SX.

The MCX-SX does not in any manner:• warrant, certify or endorse the correctness or completeness of any of the contents of this

Information Memorandum; or• warrant that this Company’s securities will be traded or will continue to be traded on the

MCX-SX; or

www.mcx-sx.com


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• take any responsibility for the financial or other soundness of this Company, its promoters, itsmanagement or any scheme or project of this Company; and it should not for any reason bedeemed or construed to mean that this Information Memorandum has been cleared orapproved by the MCX-SX. Every person who desires to acquire any securities of thisCompany may do so pursuant to independent inquiry, investigation and analysis and shall nothave any claim against the MCX-SX whatsoever by reason of any loss which may besuffered by such person consequent to or in connection with such subscription/ acquisitionwhether by reason of anything stated or omitted to be stated herein or for any other reasonwhatsoever.


17

CAPITAL STRUCTURE

Our share capital as of the date of this Information Memorandum is set forth below:

Sr.No.

Particulars Aggregate NominalValue (Rs.)

A Authorised Share Capital:1,10,00,000 equity shares of Re. 1 each 1,10,00,000

B Issued, Subscribed and Paid up Capital39,57,170 equity shares of Re. 1 each 39,57,170

C Calls in arrear Nil

Build up History of Paid-up Capital

Date of Allotment/Fully Paid Up/

Security Description

No. ofEquitySharesallotted

FaceValue (In

Rs.)

IssuePrice (In

Rs.)

Cumulativenumber of

equity shares

CumulativePaid up

Capital (InRs.)

On Incorporation(1)

(December 27, 1974)100 1 1 100 100

December 1 4 , 1977(2) 10 10 - 10 100

December 15, 1977 9,980 10 10 9,990 99,900

December 16, 1977 30,010 10 10 40,000 4,00,000

March 13, 1978 60,000 10 10 1,00,000 10,00,000

January 06, 2001(3) 10,00,000 1 - 10,00,000 10,00,000

April 29, 2002(4) 29,57,170 1 - 39,57,170 39,57,170

(1) Allotment of 100 equity shares pursuant to the subscription to the Memorandum of Association(2) 100 Equity Shares of Re. 1/- Converted into 10 Equity Shares of Rs. 10/- each(3) Sub division of Face Value from Rs.10/- per share to Re.1/- per share.(4) Allotment of 29,57,170 equity shares pursuant to takeover of assets of the amalgamatingCompany under amalgamation.


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Distribution of Shareholding (By Size) as on December 31, 2014

Share or Debentureholding of nominal value

Share/Debenture Holders Share/Debenture Amount

Rs. Rs. Number % to Total Rs. % to Total

(1) (2) (3) (4) (5)Upto - 5000 751829 19.00 751829 19.00

5001 - 10000 7840 0.20 7840 0.20

10001 - 20000 14000 0.35 14000 0.35

20001 - 30000 NIL NIL NIL NIL30001 - 40000 NIL NIL NIL NIL

40001 - 50000 NIL NIL NIL NIL

50001 - 100000 80000 2.02 80000 2.02

100001 and above 3103501 78.43 3103501 78.43TOTAL 3957170 100.00 3957170 100.00


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SECTION V - ABOUT THE COMPANY

OUR HISTORY AND CERTAIN CORPORATE MATTERS

The Company was originally incorporated on December 27, 1974 under the Companies Act, 1956 as"Kabirdas Investments Private Limited" in the Union Territory of Delhi. The Word ‘Private’ deletedby Registrar of Companies Delhi & Haryana on December 27, 1977 consequent upon the Companybecoming Public Company by virtue of Section 43A of Companies Act, 1956 with effect fromDecember 16, 1977. Subsequently the registered office of the Company was changed from U.T. ofDelhi to the State of West Bengal pursuant to a fresh certificate of incorporation dated January 20,2011issued by the Registrar of Companies, West Bengal and the Corporate Identification Number(CIN) of the Company is L65993WB1974PLC15798.

The Company is registered as a Non-Banking Finance Company with Reserve Bank of India and ismainly engaged in financing and investment activities as its principal business. The Equity share ofthe Company is listed on Calcutta Stock Exchange and Delhi Stock Exchange.

Situation of Registered Office

Registered office of the Company is situated at Vatsalya Chambers, Room No. 103, 1st Floor, 4A,N.C.Dutta Sarani, Kolkata-700001. It was shifted from the state of New Delhi to West Bengal videCLB order dated 07.12.2010.

Main Objects of the Company

• To carry on the business of investing in and acquiring and holding shares, stocks, debentures,debenture stocks, bonds, warrants, obligations/and/or other securities issued or guaranteed by anycompany constituted or carrying on business in India and/or by any Government, state, dominion,sovereign, ruler, commissioner, public body-or authority supreme, municipal, local or otherwise,whether in India or elsewhere.

To acquire any such shares, stocks, debentures, debenture stocks, bonds, warrants, obligationsand/or other securities, by original subscription, participation in- syndicates, tender, purchase,exchange or otherwise and to subscribe the same, either conditionally or otherwise, and toguarantee the subscription thereof and to exercise and powers conferred by or incidental to theownership thereof.


20

• To finance, assist, aid, help, support, promote any company, firm, business, association, concern,corporation, partnership, individual or organization in the setting up, running, working,functioning, managing, conducting, operating of any commerce, industry, trade, business,profession etc. and for the purpose of which to promote the information and mobilization ofcapital, to raise venture capital, or manage the issue of shares or other securities, to providetechnical research, market research, investment advice, consultancy services etc. and to makesuch grants, subsidies, gifts, donations, in cash or in kind as may be approved in General Meeting,and to invest in, acquire, underwrite, subscribe to, purchase and hold and otherwise deal in alltypes of securities including shares, stocks, debentures, debenture stocks, warrants, bonds issuedor guaranteed by any company or companies constituted or carrying on business in India and tovary, sell, exchange, transfer any of the investments of the Company and to investment and dealwith the moneys of the Company in real and personal property of all kinds in such manner as maybe determined from time to time and to generally assist in the promoting and/or assisting of anybusiness endeavour.

Major events

Year Event

1974 Incorporation of the Company.

1978 Initial Public Offer

2001 Amalgamation of Debikay Information Technology Limited, Showtime CommunicationsLimited, Vishakha Investments Limited Boat Crete Limited and Poonam Finance Limited withthe Company.

2011 Change in registered office from Delhi to West Bengal.

Various registrations / licenses / permissions

The Company is registered as a Non-Deposit taking NBFC with Reserve Bank of India.

Particulars Reg. Number Status as on dateNBFC Registration 14.00493 Active

Subsidiaries

The Company does not have any subsidiaries and company is not subsidiary of any company as ondate of this Information Memorandum.


21

OUR MANAGEMENT

The following table sets forth details of our Board as on the date of this Information Memorandum:

Name, Designation, Address,Nationality, PAN and DIN

Age(years)

Date ofAppointmentas Director

Address

Mr. Pankaj Kumar BhutoriaManaging director

Nationality: Indian

PAN: ADPPB7498H

DIN: 01128602

39 25/06/2010 46B, GARCHA ROAD,, 2ND FLOOR,BALLYGUNGE,, KOLKATA, 700019, WestBengal, INDIA

Mr. Kanti Chand SipaniIndependent Director

PAN: ALIPS9599R

DIN: 00028548

62 28/09/2011 70, ASHUTOSH MUKHERJEE L ANE, 4THFLOOR, HOWRAH, HOWRAH, 711106,West Bengal, INDIA

Mr. Pratap Singh BhutoriaNon-executive Non-independentdirector

PAN: AEFPB0715E

DIN: 03018821

63 24/12/2013 46B, GARCHA ROAD, GARIAHAT, KOLKATA,700019, West Bengal, INDIA

Mr. Sanjay Kumar AgarwalIndependent Director

PAN: AFJPA6591C

DIN: 07093461

38 13/02/2015 70/E ASHUTOSH MUKHERJEE LANE,SADAR, HOWRAH, 711106, West Bengal,INDIA


22

Brief Profiles of the Directors

Mr. Pankaj Kumar Bhutoria

Mr. Pankaj Kumar Bhutoria is the Managing Director of the Company. He is a commerce graduate andpossesses experience of over 10 years in the field of Capital Market, Financial Sector and BusinessStrategy. Mr Bhutoria is associated with the company as director since 25/06/2010 and has beenappointed as Managing Director on 01/08/2010 for a period of 5 years.

Mr. Kanti Chand Sipani

Mr. Kanti Chand Sipani has been associated with the Company as Director since 2011. He is aNon- Executive and Independent Director. He is a commerce graduate and having enrichedexperience of over 35 years in Company Law Matters, Business Advisory Services.

Mr. Pratap Singh Bhutoria

Mr. Pratap Singh Bhutoria is a commerce graduate and having experience of over 30 years in the fieldof Finance, Administration & Management. He is a Non- Executive Non-independent Director of theCompany and associated with the Company since 2013.

Mr. Sanjay Kumar Agarwal

Mr. Sanjay Kumar Agarwal is a Non-Executive and Independent Director. He has been associatedwith the Company as Additional Director since 2015. He is a commerce graduate and havingexperience of over 8 years in the field Capital Market, Equity Research, Company Law & Finance.

OUR PROMOTERS

Key Management Personnel (KMP) and their relatives:Mr. Pankaj Kumar Bhutoria, Managing DirectorMr. Pratap Singh BhutoriaMrs. Taruna BhutoriaMrs. Jayshree BhutoriaMr. Aniket Bajpayee, CFO

Bodies Corporate whereKMP/Relatives of KMP have significantFaith Suppliers Pvt. Ltd.Kinetic Vanijya Pvt. Ltd.Avighna Traders Pvt. Ltd.Sadabahar Commodities Pvt. Ltd.Sreedeb Suppliers & Traders Pvt. Ltd.


23

Mr. Pratap Singh Bhutoria holds 14000 Equity shares of Company which is 0.35% Shares, 43.89%Shares of the Company hold by bodies corporate where KMP / Relatives of KMP have significant holdingsof the bodies corporate are as follows,

Name No. of Shares Held PercentageAvighna Traders Private Limited 457,958 11.57%Faith Suppliers Private Limited 639,413 16.16%Kinetic Vanijya Private Limited 639,413 16.16%


24

MANAGEMENT DISCUSSION AND ANALYSIS

Business Environment

Industry Overview, Risks and Concerns

Kabirdes Investments Limited is registered as Non- Banking Financial Company (NBFC) with ReserveBank of India and is mainly engaged in financing and investments as its principal business. It alsoInvest in equities through the secondary markets and in debt instruments of varying maturitiesthrough mutual funds. In addition, Satya also looks for investment opportunities where it can acquirea strategic stake into other business.

Performance review

The management is pleased to report that company’s business plan is progressing as per themanagement’s satisfaction. Details shall be made at the appropriate time.

Regulatory

The Reserve Bank of India (RBI) has been continually strengthening the supervisory framework fromNBFCs in order to ensure sound and healthy functioning and avoid excessive risk taking. Infurtherance of these objectives, RBI issued new guidelines during past years:

1. Know your customer guidelines- Anti Money laundering Standards

2. Guidelines on classification, monitoring and reporting of frauds

3. Guidelines on Securitisation of Standards Assets

Cautionary Note

Certain statements in “Management Discussions and Analysis” section may be forward looking andare stated as required by law and regulations. Many factors, both external and internal, may affectthe actual results which could be different from what the Directors envisage in terms of performanceand outlook.


25

SECTION VI - FINANCIAL

INFORMATION INDEPENDENT

AUDITORS' REPORT

INDEPENDENT AUDITORS' REPORTTo the Members ofKABIRDAS INVESTMENTS LIMITED1. Report on the Financial Statements

We have audited the accompanying financial statements of KABIRDAS INVESTMENTS LIMITED ('theCompany'), which comprises the Balance Sheet as at March 31, 2014, the Statement of Profit & Loss andthe Cash Flow Statement for the year then ended and a summary of significant accounting policies andother explanatory information.

2. Management's Responsibility for the Financial StatementsManagement is responsible for the preparation of these financial statements that give a true and fairview of the financial position, financial performance and cash flows of the Company in accordance withthe Accounting Standards notified under the Companies Act, 1956 ('the Act') read with the GeneralCircular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section133 of the Companies Act, 2013. This responsibility includes the design, implementation andmaintenance of internal control relevant to the preparation and presentation of the financial statementsthat give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor's ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit in accordance with the Standards on Auditing issued by the Institute of CharteredAccountants of India. Those Standards require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the financial statements are free frommaterial misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditor's judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internal control relevant to theCompany's preparation and fair presentation of the financial statements in order to design auditprocedures that are appropriate in the circumstances, but not for the purposes of expressing an opinionon the effectiveness of the Company's internal control. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accounting estimates madeby management, as well as evaluating the overall presentation of the financial statements.We have relied upon the management's representation relating to the disclosures in the financialstatements regarding (a) segment reporting (Note 18); (b) related party disclosures (Note 19) and (c)dues to Micro, Small & Medium Enterprises (Note 22).We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.

4. OpinionIn our opinion, and to the best of our information and according to the explanations given to us, thefinancial statements give the information required by the Act in the manner so required and give a true


26

and fair view in conformity with the accounting principles generally accepted in India:(a)in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;(b)in the case of the Statement of Profit & Loss, of the loss for the year ended on that date; and(c)in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements5.1As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India

in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on thematters specified in paragraphs 4 and 5 of the Order.

5.2 As required by section 227(3) of the Act, we report that:(i) We have obtained all the information and explanations, which to the best of our knowledge and

belief were necessary for the purpose of our audit;

(ii) In our opinion, proper books of account as required by law have been kept by the company so far asappears from our examination of those books;

(iii) The Balance Sheet and the Statement of Profit & Loss dealt with by this report are in agreement withthe books of account;

(iv) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply withthe Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13thSeptember 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act,2013;

(v) On the basis of written representations received from the Directors as on March 31, 2014, and takenon record by the Board of Directors, none of the Directors is disqualified as on March 31, 2014, frombeing appointed as a Director in terms of clause (g) of Sub-Section (1) of Section 274 of the Act;

5.3 According to the information and explanations given to us and on the basis of test checks carried out byus during the course of the audit of the Company, our reports on the matters specified in Para 3A and 3Cof the Non-Banking Financial Companies Auditors' Report (Reserve Bank) Directions, 2008 are asfollows:(i) The Company is engaged in the business of non-banking financial institution and has obtained a

Certificate of Registration from the Reserve Bank of India;(ii) Based on the informations and explanations given to us, the Company is not entitled to continue to

hold the Certificate of Registration in terms of its asset/income pattern as on March 31, 2014;(iii) Based on the informations and explanations given to us, the Company has not been classified as an

'Asset Finance Company' (AFC) or a Non Banking Financial Company – Micro Finance Institution(NBFC-MFI);

(iv) The Board of Directors of the Company has passed a resolution for not accepting any public deposit;(v) The Company has not accepted any public deposit during the year;(vi) The Company has complied with the prudential norms relating to income recognition, accounting

standards, asset classification and provisioning for bad and doubtful debts as applicable to it in termsof Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms(Reserve Bank) Directions, 2007.

(vii)The Company is not a Systematically Important Non-deposit taking NBFC as defined in paragraph2(1)(xix) of the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies PrudentialNorms (Reserve Bank) Directions, 2007.

B Chhawchharia & CoFirm Registration No.: 305123E

Chartered AccountantsKolkata Vikram DhananiaMay 30, 2014 Partner Membership No. 060568


27

Annexure to the Auditors' ReportReferred to in paragraph 5 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) All the assets have been physically verified by the management at reasonable intervals during

the year and no material discrepancies were noticed on such verification.(c) As per the information and explanations given to us, substantial part of fixed assets has not

been disposed off during the year.(ii) There are no inventories in the Company and therefore, the provisions of clauses 4(ii)(a), 4(ii)(b)

& 4(ii)(c) of the Companies (Auditors') Report Order, 2003 are not applicable.(iii) As informed, the Company has neither given nor taken loans to/from companies, firms or parties

covered in the register maintained under section 301 of the Companies Act, 1956.(iv) In our opinion and according to the information and explanations given to us, there are adequate

internal control procedures commensurate with the size of the Company and the nature of itsbusiness with regard to purchases of shares, debentures, securities and other assets and for saleof goods and services. During the course of our audit, we have not observed any continuingfailure to correct major weaknesses in internal control.

(v) (a) According to the information and explanations given to us, the Company has not entered intoany contracts or arrangements referred to in section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, there are notransactions made in pursuance of contracts or arrangements entered in the registermaintained under section 301 of the Companies Act, 1956 and exceeding the value of rupeesfive lacs in respect of any party during the year.

(vi) No deposits within the meaning of section 58A, 58AA or any other relevant provisions of the Actand the rules framed there under have been accepted by the Company.

(vii) The Company does not have a formal internal audit system. However, in our opinion, thetransactions of the Company by itself do not require a formal internal audit system.

(viii) The Central Government has not prescribed maintenance of cost records under section 209(1)(d)of the Companies Act, 1956 for any of the products of the Company.

(ix) (a)The Company is regular in depositing with appropriate authorities undisputed statutory duesincluding provident fund, investor education protection fund, employees' state insurance,income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other materialstatutory dues applicable to it.According to the information and explanations given to us, no undisputed amounts payable inrespect of statutory dues as aforesaid were outstanding, as at 31 March 2014 for a period ofmore than six months from the date they became payable.

(b)According to the information and explanations given to us, there are no dues of sale tax,income tax, customs duty, wealth tax, service tax, excise duty and cess which have not beendeposited on account of any dispute.

(x) The Company does not have accumulated losses at the end of the financial year. The Companyhas not incurred any cash losses during the financial year covered by our audit and in theimmediately preceding financial year.


(xi) The Company does not have any dues to financial institutions or banks.(xii) According to the information and explanations given to us, the Company has not granted loans

and advances on the basis of security by way of pledge of shares, debentures and other securities.(xiii) The Company is not a chit fund or a nidhi mutual benefit fund/society.(xiv) In our opinion and according to the information and explanations given to us, the Company is not a

dealer or trader in shares, securities, debentures and other investments.(xv) According to the information and explanations given to us, the Company has not given any

guarantee for loans taken by others from bank or financial institutions during the year.(xvi) The Company has not raised any term loans during the year.(xvii) According to the information and explanations given to us and on an overall examination of the

balance sheet of the company, we report that no funds raised on short-term basis have been usedfor long term investment by the company.

(xviii) The Company has not made any preferential allotment of shares during the year.(xix) The Company has not issued any debentures during the year.(xx) The Company has not raised any money by public issue during the year.(xxi) According to the information and explanations given to us, no fraud on or by the Company has

been noticed or reported during the course of our audit.B Chhawchharia & Co

Firm Registration No.: 305123EChartered Accountants

Kolkata Vikram DhananiaMay 30, 2014 Partner


May 30, 2014 Directors

Balance Sheet as at 31st March, 2014

Note As at31st March, 2014

As at31st March, 2013

EQUITY & LIABILITIESShareholders' Funds

(a)Share Capital(b)Reserves & Surplus

Current Liabilities(a)Other Current Liabilities(b) Short-term Provisions

TOTAL

ASSETSNon-Current Assets

(a)Tangible Fixed Assets(b)Non-Current Investments(c)Deferred Tax Assets (net)

Current Assets(a) Current Investments(b) Trade Receivables(c) Cash and Cash equivalents(d) Short-term Loans and Advances

TOTALSignificant Accounting Policies

23

45

678

9101112

1

3,957,17079,584,431 83,541,601

340,090

3,957,17080,565,602 84,522,772

758,66428,090

312,000758,664

-

32,990,13712,025,862

1,021,203

54,983,56212,025,862

125,518

83,881,691 85,281,436

46,037,201

37,844,490

67,134,942

18,146,494

27,786,6848,775,136

198,0061,084,664

10,623,8374,741,6002,145,825

635,232

83,881,691 85,281,436

The accompanying notes are an integral part of the financial statements.As per our report of even date attached herewith

For B Chhawchharia & Co.Firm Registration No.: 305123EChartered Accountants

For and on behalf of the BoardPankaj Kumar Bhutoria

Managing Director

Vikram DhananiaPartnerM. No. 060568 Kanti Chand Sipani

Kolkata


Statement of Profit and Loss for the year ended 31st March 2014

NoteYear ended

31st March, 2014Year ended

31st March, 2013

I. Revenue from Operations

II. Other Income

III.Total Revenue (I + II)

IV. Expenses:(a)Employee Benefits Expense(b)Depreciation and amortization expense(c)Other expenses

Total expenses

V. Profit before Tax (IV - V)

VI.Tax Expenses(a)Current Tax(b)Deferred Tax

VII.Profit/(Loss) for the Period (V - VI)

VIII. Earning per Equity Share ( nominalvalue of share Re.1)(a) Basic(b) Diluted

13

14

156

16

21,000,000

363,647

21,363,647

592,10021,993,425

342,97722,928,502

(1,564,855)

312,000(895,684)

(981,171)

(0.25)(0.25)

6,017,189

653,925

6,671,114

547,4006,016,438

270,0066,833,844

(162,730)

-(125,518)

(37,212)

(0.01)(0.01)

The accompanying notes are an integral part of the financial statements.As per our report of even date attached herewith

For B Chhawchharia & Co.Firm Registration No.: 305123E


Chartered Accountants Managing Director

Vikram DhananiaPartner Kanti Chand SipaniM. No. 060568KolkataMay 30, 2014 Directors


Cash Flow Statement for the year ended 31st March 2014

31st March, 2014 31st March, 2013Cash flow from operating activitiesNet Profit/(loss) before taxNon-cash expenses

DepreciationProvision for Standard Assets written back

Loss/(profit) on sale of InvestmentsOperating profit before working capital changesMovements in working capital :Increase/(decrease) in short-term provisionsIncrease/(decrease) in other current liabilitiesDecrease/(increase) in loans and advances/trade receivablesCash generated from / (used in) operationsDirect taxes paid/Adjusted (net of refunds)Net Cash flow from / (used in) operating activities (A)Cash flow from investing activitiesProceeds from sale/ (purchase) of current investments (Net)Proceeds from sale/ (purchase) of long-term investments (Net)(Purchase)/Sale of Fixed Assets(Loss)/Profit on sale of InvestmentsNet Cash flow from / (used in) investing activities (B)Cash flow from financing activitiesNet Cash flow from / (used in) financing activities (C)Net increase/(decrease) in cash and cash equivalents (A+B+C)Cash and cash equivalents at the beginning of the yearCash and cash equivalents at the end of the yearComponents of cash and cash equivalentsBalances with Banks in Current AccountCash on handTotal cash and cash equivalents

(1,564,855)

21,993,425-

(363,647)20,064,923

-(730,574)

(4,033,304)15,301,045

(449,664)14,851,381

(17,162,847)--

363,647(16,799,200)

-(1,947,819)

2,145,825198,006

186,45111,555

198,006

(162,730)

6,016,438(152,123)(501,802)5,199,783

(185,548)741,010

56,107,63561,862,880

(321,330)61,541,550

1,098,398(425,862)

(61,000,000)501,802

(59,825,662)

-1,715,888

429,9372,145,825

2,104,48041,345

2,145,825

As per our report of even date

For B Chhawchharia & Co.Firm Registration No.: 305123E


Chartered Accountants Managing Director

Vikram DhananiaPartnerM. No. 060568 Kanti Chand SipaniKolkataMay 30, 2014 Directors


Notes to the financial statements for the year ended 31st March, 20141. Significant Accounting Policies1.1 Basis of Preparation of Financial StatementsThe Financial Statements have been prepared under the historical cost convention and in accordancewith the provisions of the Companies Act, 1956. Accounting policies not referred to otherwise areconsistent and are in consonance with the generally accepted accounting principles in India.1.2 Use of EstimatesThe preparation of financial statements requires estimates and assumptions to be made that affect thereported amount of assets and liabilities on the date of the financial statements and the reportedamount of revenues and expenses during the reporting period. Difference between the actual resultsand estimates are recognised in the period in which the results are known / materialized.1.3 Tangible Fixed AssetsTangible fixed assets are stated at cost, less accumulated depreciation, amortization and impairment, ifany.1.4 DepreciationDepreciation on tangible fixed assets is provided on 'Written down value Method' at the rates and in themanner provided in Schedule XIV of the Companies Act, 1956.1.5 Impairment of AssetsThe carrying amount of assets is reviewed at each balance sheet date. As asset is treated as impairedwhen the carrying cost of the asset exceeds its recoverable value. An impairment loss is charged to thestatement of profit & loss in the year in which the asset is identified as impaired.1.6 InvestmentsLong-term Investments are carried at acquisition cost. Investments intended to be held for less thanone year are classified as 'Current Investments' and carried at lower of cost and net realizable value.Provision for diminution in value is made if the decline in value is other than temporary in nature in theopinion of the management.1.7 Employee Retirement Benefits

(i) Short term employee benefits are charged off at the undiscounted amount in the period inwhich the related service is rendered.

(ii) Post employment and other long term employee benefits are charged off in the period in whichthe employee has rendered services. The amount charged off is recognized at the presentvalue of the amounts payable determined using actuarial valuation techniques. Actuarial gainsand losses in respect of post employment and other long term benefits are charged to Profit andLoss Account.

1.8 Taxes on IncomeProvision for Income Tax is made on the basis of estimated taxable income for the period at currentrates. Tax expense comprises both Current Tax and Deferred Tax at the applicable enacted orsubstantively enacted rates. Current Tax represents the amount of Income Tax payable/ recoverable inrespect of taxable income/ loss for the reporting period. Deferred Tax represents the effect of timingdifference between taxable income and accounting income for the reporting period that originates inone year and are capable of reversal in one or more subsequent years.1.9 Provisions, Contingent Liabilities and Contingent AssetsProvisions involving substantial degree of estimation in measurement are recognised when there is apresent obligation as a result of past events and it is probable that there will be an outflow of resources.Contingent Liabilities are not recognised but are disclosed in the Notes. Contingent Assets are neitherrecognised nor disclosed in the financial statements.1.10 Revenue RecognitionAll expenses and income to the extent considered payable and receivable respectively, unlessotherwise stated, are accounted for on accrual basis. Revenue is recognized to the extent that it isprobable that the economic benefit will flow to the Company and the revenue can be realibly measured.


31 March, 2014 31 March, 20132. Share Capital Rs Rsa) Capital StructureAuthorised

50,00,000Equity Shares of Re. 1/- each. 5,000,000 5,000,000(Previous year - 50,00,000 Equity Shares of Re. 1/- each.)

Issued, Subscribed and Fully Paid Up5,000,000 5,000,000

39,57,170 Equity Shares of Re. 1/- each.(Previous year - 39,57,170 Equity Shares of Re. 1/- each.)

3,957,170 3,957,170

3,957,170 3,957,170b) Share Capital Reconciliation

Equity Shares 31 March 2014 31 March 2013Nos. Amount Nos. Amount

Opening balance 3,957,170 3,957,170 3,957,170 3,957,170Issued during the period - - - -Closing Balance 3,957,170 3,957,170 3,957,170 3,957,170

c) Particulars of Equity Shareholders holding more than 5% Shares at Balance Sheet date31 March 2014 31 March 2013

No. of shares % holding No. of shares % holding

Avighna Traders Pvt. Ltd. 457,958 11.57% 56,079 1.42%

Kinetic Vanijya Pvt. Ltd. 639,413 16.16% 56,079 1.42%

Faith Suppliers Pvt. Ltd. 639,413 16.16% 56,079 1.42%

Shri R.H.Dalmia - - 784,455 19.82%Smt. Padma Dalmia - - 784,092 19.81%Varanasi Commercial Ltd. 590,265 14.92% 590,265 14.92%

3. Reserves & Surplus


General ReserveBalance b/f 5,272,850 5,272,850General Reserve on AmalgamationBalance b/f 23,300,330 23,300,330Reserve Fund (Sec 45IC of RBI Act, 1934)Opening Balance 5,284,300 5,284,300Add: Transfer during the year 120,000 120,000Closing Balance 5,404,300 5,404,300Investments Allowances ReserveBalance b/f 1,200,000 1,200,000Capital Redemption ReserveBalance b/f 1,000 1,000Surplus/(Deficit) in the Statement of Profit & LossOpening balance 45,387,122 45,480,024Add: Profit/(Loss) for the year (981,171) (37,212)Less: Income Tax Adjustments - 55,690Net Surplus/(Deficit) at the end of the year 44,405,951 45,387,122

Total Reserves & Surplus 79,584,431 80,565,602

KABIRDAS INVESTMENTS LIMITED

4. Other Current LiabilitiesOther payables

31 March, 2014 31 March, 2013Rs Rs

Statutory dues payable - 741,810Others (year end payables) 28,090 16,854

28,090 758,664

5. Short-term ProvisionsOther Provisions - for Income Tax 312,000 -

312,000 -

Note 6Fixed Assets

Description Gross Block Accumulated Depreciation Net Block

asat 31March

2013

Additions Sales/Adjustments

asat 31 March

2014

Upto31 March

2013

For theyear

Sales/Adjustments

Upto31 March

2014

as31 March

2014

asat 31 March

2013

Tangible AssetsMotor Vehicles 61,000,000 - - 61,000,000 6,016,438 21,993,425 - 28,009,863 32,990,137 54,983,562Total 61,000,000 - - 61,000,000 6,016,438 21,993,425 - 28,009,863 32,990,137 54,983,562

Qty. Amount (Rs) Qty. Amount (Rs)7. Non-Current Investments(fully paid-up; FV Rs 10 each,unless otherwise stated)Other Investments(a) Investments in Equity

Instruments (Unquoted)Kinetic Vanijya Pvt. Ltd. 100,000 5,000,000 100,000 5,000,000Faith Suppliers Pvt. Ltd. 100,000 5,000,000 100,000 5,000,000Avighna Traders Pvt. Ltd. 32,000 1,600,000 32,000 1,600,000N Marshall Hitech Engineers Pvt. Ltd. 106,200 425,862 106,200 425,862

12,025,862 12,025,862Aggregate Amount ofUnquoted Investments 12,025,862 12,025,862

12,025,862 12,025,862

27,786,684 10,623,83727,786,684 10,623,83730,169,268 11,565,835

8,775,136 4,741,6008,775,136 4,741,600

31 March 2014 31 March 2013

8. Deferred Tax Assets (net)Deferred tax AssetTax impact of unabsorbed depreciation and losses - 1,093,789Tax impact on difference between book value of depreciable assets and 1,021,203 (968,271)written down value for tax purposesNet Deferred Tax Assets 1,021,203 125,518

9. Current Investments

31 March 2014 31 March 2013Qty. Amount (Rs) Qty. Amount (Rs)

(fully paid-up; FV Rs 10 each, unless otherwise stated)(a)Investments in Mutual Funds (Unquoted)

HDFC Cash Management Fund - Retail (Growth) 193,633.750 4,604,963 193,633.750 4,604,963ICICI Prudential Savings Fund - Regular Plan (G) 25,366.795 4,799,800 - -Reliance Liquid Fund - Cash Plan - (G) - FV Rs 1000 4,968.202 9,899,600 - -Reliance Money Manager Fund -Growth Plan - FV Rs 1000 2,913.014 4,699,800 - -Reliance Money Manager Fund - Retail (G) - FV Rs 1000 2,653.481 3,782,521 4,258.384 6,018,874

27,786,684 10,623,837Aggregate Amount of

Unquoted Investments

Repurchase price of Units of Mutual Fund

10. Trade Receivables (Unsecured, considered good)Due for less than six months



11. Cash and Cash EquivalentsBalances with Banks in Current Account 186,451 2,104,480Cash on hand 11,555 41,345

12.Short-term Loans and Advances (Unsecured,198,006 2,145,825

considered good unless otherwise stated)OthersAdvances recoverable in cash or in kind or forvalue to be received 5,000 5,232Income Tax Advances & TDS 1,079,664 630,000

13. Revenue from Operations1,084,664 635,232

Lease Rent 12,000,000 6,000,000Hire ChargesInterest income

9,000,000-

-17,189

21,000,000 6,017,189

14. Other IncomeNet gain/(loss) on sale of Current Investments 363,647 501,802Provision for Standard Assets written back - 152,123

363,647 653,92515. Employee Benefits ExpenseSalaries, Bonus & Allowances 586,000 547,400Staff welfare expenses 6,100 -

16. Other Expenses592,100 547,400

Advertisement expensesAuditors' Remuneration

Audit Fees

22,440

16,854

21,212

16,854Certification Fees 14,045 14,045

Legal & Professional Charges 25,111 17,025Listing, Registrar, Depository & Demat expenses 71,887 81,776Other expenses 64,869 43,060Postage and Courier charges 56,635 39,920Printing & Stationery expenses 8,234 31,714Rates & Taxes 4,400 4,400Travelling & Conveyance expenses 58,503 -

342,977 270,006

17. Assets taken overThe Company has acquired certain leasehold heavy vehicles from the borrower, in recovery ofthe secured loans given to them. Since the acquisition, the lease rent of these assets is beingreceived by the Company.

18. Segment ReportingThe Company is predominantly engaged in the business of leasing activities and is a 'SingleSegment' Company.

19. Related Party DisclosuresAs per Accounting Standard 18 ‘Related Party Disclosures’ issued by ICAI, the disclosure oftransactions with related parties are given below:(i) Names of the related parties and description of relationshipList of Related Parties where control exists:

1 Key Management Personnel (KMP) and their relatives:Mr. Pankaj Kumar BhutoriaManaging Director

2 AssociatesFaith Suppliers Pvt. Ltd.Kinetic Vanijya Pvt. Ltd.N Marshall Hitech Engineers Pvt. Ltd.

3 Enterprises where KMP/Relatives of KMP have significantAvighna Traders Pvt. Ltd. SadabaharCommodities Pvt. Ltd. SreedebSuppliers & Traders Pvt. Ltd.

(ii) Transactions with related parties during the period (excluding reimbursements):

Sl. No. Name of the Related Party 31 March, 2014 31 March, 20131 Avighna Traders Pvt. Ltd.

Closing Balance:Year end Investments 1,600,000 1,600,000

2 Faith Suppliers Pvt. Ltd.Closing Balance:Year end Investments 5,000,000 5,000,000

3 Kinetic Vanijya Pvt. Ltd.Closing Balance:Year end Investments 5,000,000 5,000,000

4 N Marshall Hitech Engineers Pvt. Ltd.Closing Balance:Year end Investments 425,862 425,862

5 Pankaj Kumar BhutoriaTransactions:Remuneration Paid 300,000 300,000

20. Earning per share (EPS)The following reflects the profit and share data used in the basic and diluted EPS computations:

31 March, 2014 31 March, 2013Net Profit / (Loss) attributable to equity shareholders (981,171) (37,212)Weighted average number of equity shares in calculating EPS 3,957,170 3,957,170Nominal value of Equity Shares 1 1Basic & Diluted EPS (0.25) (0.01)

21. There are no employees eligible for gratuity and accordingly no provision has been made.

22. Details of dues to micro and small enterprises as defined under the MSMED Act,2006

On the basis of information available with the Company under the Micro, Small and Medium EnterprisesDevelopment Act, 2006, there are no Enterprises to whom the Company owes dues which are outstanding atyear end. This has been relied upon by the Auditors.

23. Particulars as required in terms of Paragraph 13 of Non-Banking Financial (Non-Deposit Accepting orHolding) Companies Prudential Norms (Reserve Bank) Directions, 2007 are given by way of an Annexure tothe financial statements.

24. Previous year figures have been reclassified wherever appropriate to confirm to current year's presentation.

As per our report of even date For and on behalf of the BoardPankaj Kumar Bhutoria

Managing Director

Kanti Chnad SipaniDirector

For B Chhawchharia & Co.Firm Registration No. :305123EChartered Accountant

Vikram DhananiaPartnerM. No. 060568

KolkataMay 30, 2014

Particulars as required in terms of Paragraph 13 of Non Banking Financial (Non-Deposit Accepting orHolding) Companies Prudential Norms (Reserve Bank) Directions, 2007:

(All amounts in Rs lacs)

LIABILITIES SIDEAmount outstanding Amount overdue

1. Loans and advances by the NBFC inclusive ofinterest accrued thereon but not paidInter-corporate loans and borrowings Nil NilOthers Nil Nil

Nil NilASSETS SIDE Amount outstanding

2. Break up of Loans and advances including billsreceivable [other than those included in (3) below](a) Secured Nil(b) Unsecured 87.80

87.803. Break up of Leased Assets and Stock on hire

and other assets counting towards AFC activities Nil4. Break up of Investments

Current Investments NilUnquoted:Mutual Fund 277.87Long Term InvestmentsUnquoted:Equity shares 120.26

Total 398.135. Borrower group-wise classification of assets financed as in (2) and (3) above

Category Amount net of provisionsSecured Unsecured Total

I) Related parties(a) Subsidiaries Nil Nil Nil(b) Companies in the same group Nil Nil Nil(c) Other related parties Nil Nil Nilii)Other than related parties Nil 87.80 87.80

Total Nil 87.80 87.806. Investor group wise classification of all investments

(current and long term) in shares and securities(both quoted and unquoted)

MarketValue/Break

up Fair Value or NAV

Book Value(net of provisions)

I) Related parties Nil Nil(a) Subsidiaries(b) Companies in the same group 120.26 120.26(c) Other related parties

ii) Other than related parties 301.69 277.87Total 421.95 398.13

7. Other informationI) Gross Non Performing Assets Nilii) Net Non Performing assets Niliii) Assets acquired in satisfaction of debt Nil

Note:Break up value of Investments in unquoted companies, for which Balance Sheets are not available, hasbeen shown at Book Value.

Financial Result for the Quarter Ended December 31, 2014

KABIRDAS INVESTMENTS LIMITEDCIN: L65993WB1974PLC157598

Regd. Office :- VATSALYA CHAMBERS, 1ST FLOOR,ROOM NO. 103, 4A N.C. DUTTA SARANI, KOLKATA - 700 001

UNAUDITED FINANCIAL RESULTS FOR THE QURTER ENDED 31.12.2014

(Rs in Lacs)

Sl. Quarter ended Nine Months Ended Year ended

No. Particulars 31.12.2014 30.09.2014 31.12.2013 31.12.2014 31.12.2013 31.03.2014(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)

1 Income From Operationa) Net Sales/Income from operations - - 45.00 40.00 165.00 210.00b) Other Operating Income 0.57 - - 0.57 - -

Total Income [1(a)+(b)] 0.57 - 45.00 40.57 165.00 210.002 Expenses

a) Cost of Material Consumed - - - - - -b) Purchase of stock-in-trade - - - - - -c) Change in inventories of finished good, work-in-progress, stock-in-trade - - - - - -d) Employee benefits expenses 1.63 1.62 2.00 4.76 4.41 5.92e) Depreciation and amortisation expense - 14.57 54.98 47.35 164.95 219.93f) Other Expenditure 2.17 3.53 0.68 6.13 2.74 3.43g) Total Expenditure 3.80 19.72 57.66 58.24 172.10 229.28

(any items exceeding 10% of total expenditure to be shown separately)i) Printing & Stationeries - 2.87 - - - -ii) Legal & Professional Exps. 0.76 - - - - -iii) Registrar Exps. - - - - - -

3 Profit/Loss from Operations before Other Income,Finance Cost & Exceptional Items (1-2) (3.23) (19.72) (12.66) (17.67) (7.10) (19.28)

4 Other Income - 17.45 1.19 17.45 3.64 3.645 Profit/Loss from ordinary activities before finance cost and

Exceptional Items (3+4) (3.23) (2.27) (11.47) (0.22) (3.46) (15.64)6 Finance Cost - - - - - -7 Profit/Loss from ordinary activities after finance cost but before

Exceptional Items (5+6) (3.23) (2.27) (11.47) (0.22) (3.46) (15.64)8 Exceptional Items - - - - - -9 Profit/(Loss)from ordinary activities

before tax (7+8) (3.23) (2.27) (11.47) (0.22) (3.46) (15.64)10 Tax expenses

a) Current Tax - - - - - 3.12b) Deferred Tax - - - - - (8.95)

11 Net Profit/Loss(-) from OrdinaryActivities after tax (9+10) (3.23) (2.27) (11.47) (0.22) (3.46) (9.81)

12 Extraordinary Items (net of tax expenses) - - - - - -13 Net profit (+)/Loss (-) for the period (11+12) (3.23) (2.27) (11.47) (0.22) (3.46) (9.81)14 Paid up equity share capital

(Face value : Re.1/- per share) 39.57 39.57 39.57 39.57 39.57 39.5715 Reserves excluding revaluation reserves 806.59

a) Basic & diluted EPS before Extraordinary items(not annualised) -0.08 -0.06 -0.29 -0.01 -0.09 -0.25b) Basic & diluted EPS after Extraordinary items(not annualised) -0.08 -0.06 -0.29 -0.01 -0.09 -0.25

PART - II SELECT INFORMATION FOR THE QUARTER ENDED 31ST DECEMBER, 2014A PARTICULARS OF SHARE HOLDINGS1 Public shareholding

- Number of shares 2206386 2206386 2206386 2206386 2206386 2206386- Percentage of shareholding 55.76 55.76 55.76 55.76 55.76 55.76

2 Promoters and promoter group Shareholdinga) Pledged/Encumbered

Number of Shares - - - - - -% of Shares (as a % of total shareholding of the Promoter Group) - - - - - -% of Shares (as a % of total share capital of the Company) - - - - - -

b) Non-encumberedNumber of Shares 1750784 1750784 1750784 1750784 1750784 1750784% of Shares (as a % of total shareholding of the Promoter Group) 100 100 100 100 100 100% of Shares (as a % of total share capital of the Company) 44.24 44.24 44.24 44.24 44.24 44.24

Particulars 31.12.2014B. INVESTOR COMPLIANTSPending at the begning of the quarter NILReceived during the quarter NILDisposed during the quarter NILRemaning unresolved at the end of the quarter NIL

1. The above results have been taken on record by the Board of Directors in their meeting held on 13.02.2015.2. The Company has only one reportable segment and hence Accounting Standard AS - 17"Segment Reporting" issued by The Institute of Chartered Accountants of India (ICAI) is not appliciable.3. The Statutory Auditor of the company have carried out a Limited Review of the above financial results.4. Pursuant to the companies Act, 2013 ('theAct') becoming effective from 1st April 2014, the Company has recomputed the depreciation beased on the useful life ofthe assets as perscribed in Schedule II of the Act.The depreciation charges for the nine months ended 31st December 2014 is lower by Rs 0.30. Lacs

5. Figures have been regrouped/rearranged wherever considered necessary.6. Provision for Tax & Deferred Tax will be made (as applicable) at the time of finalisation of accounts for the year ending 31st March, 2015.

By order of the BoardFor Kabirdas Investments Limited

Place : Kolkata (Pankaj Kumar Bhutoria)Date : 13.02.2015 Managing Director

Statement of Assets and Liabilities(Rs. In Lacs)

Particulars As at 31.03.2014 As at 31.03.2013(Audited) (Audited)

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 39.57 39.57(b) Reserves and surplus 795.84 805.66(c) Money received against share warrants - -

Sub-total - Shareholders' funds 835.41 845.23

2 Share application money pending allotment - -

3 Non-current liabilities

(a) Long-term borrowings - -(b) Deferred tax liabilities (net) - -(c) Other long-term liabilities - -(d) Long-term provisions - -

Sub-total - Non-current liabilities - -

4 Current liabilities

(a) Short-term borrowings - -(b) Trade payables - -(c) Other current liabilities 0.28 7.59(d) Short-term provisions 3.12 -

Sub-total - Current liabilities 3.40 7.59

TOTAL - EQUITY AND LIABILITIES 838.81 852.82

B ASSETS

1 Non-current assets

(a) Fixed assets 329.90 549.83(b) Non-Current Investments 120.26 120.26(c) Deferred tax assets (net) 10.21 1.26(d) Long-term loans and advances - -(e) Other non-current assets - -

Sub-total - Non-current assets 460.37 671.35

2 Current assets

(a) Current investments 277.87 106.24(b) Inventories - -

(c) Trade receivables 87.75 47.42(d) Cash and cash equivalents 1.98 21.46(e) Short-term loans and advances 10.84 6.35(f) Other current assets - -

Sub-total - Current assets 378.44 181.47

TOTAL - ASSETS 838.81 852.82

Notes:1) The above audited financial results were taken on record at the Board Meeting held on 30/05/2014.2) Previous period's figures have been regrouped/rearranged wherever necessary.

SECTION VII - OUTSTANDING LITIGATIONS

There are no outstanding or pending litigation, suit, criminal or civil prosecution, proceeding or taxliabilities against our Company that would have a material adverse effect on our business and thereare no defaults, non-payment or overdue of statutory dues, institutional/ bank dues or dues payable toholders of debentures, bonds and fixed deposits and arrears of preference shares (irrespective ofwhether they are specified under Part I of Schedule XIII of the Act), that would have a materialadverse effect on our business.

VIII. MATERIAL DOCUMENTS FOR

INSPECTION

The copies of the following documents will be available for inspection at the Registered Office from

10.00 am to 5.00 pm on Working Days

1. Certificate of Incorporation of the Company.

2. Memorandum and Articles of Association of the Company as amended from time to time.

3. Scheme of Amalgamation between Debikay Information Technology Limited, Showtime

Communications Limited, Vishakha Investments Limited, Boat Crete Limited, Poonam Finance

Limited and Kabirdas Investments Limited.

4. Copies of Annual Report of the Company for the last five years.

DECLARATION

All relevant provisions of the Companies Act, 1956, and the guidelines issued by the Government ofIndia or the regulations issued by Securities and Exchange Board of India, applicable, as the case maybe, have been complied with and no statement made in this Information Memorandum is contrary tothe provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 orthe rules made or guidelines or regulations issued there under, as the case may be, and that allapprovals and permissions required to carry on the business of the Company have been obtained, arecurrently valid and have been complied with. We further certify that all the statements in thisInformation Memorandum are true and correct.

For Kabirdas Investments Limited

Sd/-Mr. Pankaj Kumar BhutoriaManaging Director

Date:Place: Kolkata

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