SUNRISE SOYA PRODUCTS LIMITED … · The Equity Shares of Sunrise Soya Products Limited which are...

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INFORMATION MEMORANDUM Dated: May 16, 2015

SUNRISE SOYA PRODUCTS LIMITED

Our Company was incorporated as “Sunrise Soya Products Limited” on June 21, 1985 under the Companies Act, 1956 with the Registrar of Companies, Delhi & Haryana. The Corporate Identification Number (CIN) of the Company is L01111DL1985PLC021270.

Registered Office: 555, Double Storey, New Rajinder Nagar, New Delhi- 110060 Contact Person: Mrs. Babita Jain, Managing Director & Compliance Officer

Telephone: 011-32060782 Email ID: [email protected]

Website: www.sunrisesoya.in

INFORMATION MEMORANDUM FOR LISTING OF 5,68,000 EQUITY SHARES OF RS.10/-

EACH FULLY PAID UP

GENERAL RISKS

Investment in equity and equity-related securities involve a degree of risk and investors should not invest in the equity shares of Sunrise Soya Products Limited unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the shares of Sunrise Soya Products Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved.

ABSOLUTE RESPONSIBILITY OF SUNRISE SOYA PRODUCTS LIMITED

Sunrise Soya Products Limited having made all reasonable inquiries, accepts responsibilities for, and confirms that this Information Memorandum contains all information with regard to Sunrise Soya Products Limited, which are material, and that the information contained in this Information Memorandum are true and correct in all material aspects and are not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The Equity Shares of Sunrise Soya Products Limited which are listed on the Delhi Stock Exchange Limited (DSE) and proposed to be listed and traded on the Metropolitan Stock Exchange of India Limited (MSXI) formerly known as MCX- SX Stock Exchange Limited (MCX-SX).

Registrar & Transfer Agent

Bigshare Services Pvt. Ltd. SEBI Regn. No. : INR000001385

Branch Office Head Office 4E/8, First Floor, Jhandewalan Extensions,

E-2 & 3, Ansa Industrial Estate, Saki-Vihar Road New Delhi-110055 Sakinaka Andheri(E), Mumbai - 400 072 Phone No: 011- 23522373 Tel No.-+91-22-40430200 Fax No.: -011-23522373

Fax No.91-22-28475207 Website- www.bigshareonline.com Website- www.bigshareonline.com Email [email protected] Email id- [email protected]

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TABLE OF CONTENTS

I. DEFINITIONS AND ABBREVIATIONS 3-9

II. GENERAL

Presentation Of Financial, Industry And Market Data 10

Forward Looking Statements 11

III. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF 12-16

IV. INUSTRY OVERVIEW 17-20

V. OUR BUSINESS 21-23

VI. INTRODUCTION

Summary of Financial Information 24-26

General Information 27-28

Capital Structure 29-45

VII. OTHER REGULATORY & STATUTORY DISCLOSURES 46-47

VIII. ABOUT THE COMPANY

Our History and certain Corporate Matters 48-49

Our Management 50-54

Our Promoters 55

Related Party Transactions 55

IX. FINANCIAL INFORMATION

Financial Statements 56-71

X. OUTSTANDING LITIGATIONS 72-73

XI. LICENSE & GOVERNMENT APPROVALS 74

XII. PURPOSE OF LISTING 75-76

XIV. OTHER INFORMATION

Material Contracts And Documents For Inspection 77

Declaration 78

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SECTION I – DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates, the following terms have the meanings given below. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto.

General Terms

Term Description

We, us, Company, Our Company, The Company, Sunrise Soya, SSPL

Refers to “Sunrise Soya Products Limited”, a Company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 555 Double Storey, New Rajinder Nagar, New Delhi- 110060.

Company Related Terms

Term Description

“The Company” or “Sunrise Soya” or “Sunrise Soya Products” or "SSPL" or “we” or “us” or “our”

Sunrise Soya Products Limited having its registered Office at 555 Double Storey, New Rajinder Nagar, New Delhi- 110060

AOA/Articles/Articles of Association Article of Association of the Company, as amended from time to time, unless the context otherwise specifies

Auditors / Statutory Auditors The Statutory Auditors of the Company Mr. Sumit Arora Banker(s) to the Company The Bankers of the Company, IDBI, Punjabi Bagh, New Delhi

Board of Directors/ Board/ Directors The Board of Directors of the Company or a committee Constituted thereof, unless the context otherwise specifies

Director(s) The director(s) of the Company, unless otherwise specified.

DSE Delhi Stock Exchange Limited

Equity Shares Equity shares of the Company of face value of Rs. 10 each, fully paid up, unless otherwise specified in the context thereof

Information Memorandum This document as filed with the Stock Exchange is known as and referred to as the Information Memorandum.

Key Managerial Personnel The officers vested with executive powers and the officers at the level immediately below the board of directors of the issuer and include any other person whom the issuer may declare as key management personnel, in terms of Regulation 2(1)(s) of the SEBI ICDR Regulations.

Memorandum/ Memorandum of Association/MOA

The Memorandum of Association of Sunrise Soya Products

Limited MSXI Metropolitan Stock Exchange of India Limited

Promoters Includes such persons and entities constituting our promoters in terms of Regulation 2 (1)(za) of the SEBI ICDR Regulations.

Promoter Group Includes such persons and entities constituting our promoter group in terms of Regulation 2 (1)(zb) of the SEBI ICDR Regulations.

Registered Office The registered office of the Company is situated at 555 Double Storey, New Rajinder Nagar, New Delhi- 110060

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Registrar/ Registrar & Share Transfer Agent/RTA

The Registrar & Share Transfer Agent of the Company, Bigshare Services Pvt. Ltd.

Listing Related Terms

Term Description

Allotment The allotment of Equity Shares pursuant to earlier Issues.

Allottees

Persons to whom Equity Shares of our Company were issued pursuant to earlier Issues.

Banker(s) to the Company IDBI Bank Ltd., Punjabi Bagh New Delhi.

Equity Listing Agreements

The listing agreements entered into between our Company and the Stock Exchanges. Equity Shareholder(s)

Holder(s) of Equity Shares of our Company as on the date of filling this Information Memorandum.

Registrar & Share Transfer Agent

Bigshare Services Pvt. Ltd.

ABBREVIATIONS

TERMS DESCRIPTION

A/C Account

AGM Annual General Meeting

AS Accounting Standards as issued by the Institute of Chartered

Accountants of India

A.Y. Assessment Year

BIFR Board for Industrial and Financial Reconstruction

CAGR Compounded Annual Growth Rate

CDSL Central Depository Services (India) Limited

CFO Chief Financial Officer

CIN Company Identification Number

CESTAT Customs, Excise and Service Tax Appellate Tribunal

CENVAT Central Value Added Tax

CIN Corporate Identification Number

Companies Act Companies Act, 1956 or such other replaced provisions under the

Companies Act, 2013 as may be applicable.

CSO Central Statistical Organization

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Depositories NSDL and CDSL; Depositories registered with the SEBI under

the Securities and Exchange Board of India (Depositories and

Participants) Regulations, 1996, as amended from time to time

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

DIN Director Identification Number

DP Depository Participant

DP ID Depository Participant’s Identity

DB Designated Branch

DSE Delhi Stock Exchange Limited

EBIDTA Earnings before Interest, Depreciation, Tax, Amortization and

extraordinary items

ECS Electronic Clearing Services

EGM Extraordinary General Meeting

ESIC Employee State Insurance Corporation

ESOP Employee Stock Option Plan

EPS Earnings Per Share

FDI Foreign Direct Investment

FCNR Account Foreign Currency Non Resident Account

FEMA Foreign Exchange Management Act 1999, as amended from time

to time and the regulations framed there under

FEMA Regulations FEMA (Transfer or Issue of Security by Person Resident Outside

India) Regulations, 2000 and amendments thereto

FII(s) Foreign Institutional Investors

Fis Financial Institutions

FIPB

The Foreign Investment Promotion Board, Ministry of Finance,

Government of India

FPI(s) Foreign Portfolio Investor

FV Face Value

FVCI

Foreign Venture Capital Investor registered under the Securities

and Exchange Board of India (Foreign Venture Capital Investor)

Regulations, 2000

F.Y./FY Financial Year

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GAAP Generally Accepted Accounting Principles

GDP Gross Domestic Product

GIR Number General Index Registry number

GoI/ Government Government of India

HNI High Networth Individual

HUF Hindu Undivided Family

ICDR Regulations/ SEBI Regulations/ SEBI

(ICDR) Regulations

SEBI (Issue of Capital and Disclosure Requirements)

Regulations, 2009 as amended from time to time

Indian GAAP Generally Accepted Accounting Principles in India

ICAI Institute of Chartered Accountants of India

ICSI Institute of Company Secretaries of India

IFRS International Financial Reporting Standards

IPC Indian Penal Code

IPO Initial Public Offering

IPR Intellectual Property Right

IT Act

The Income Tax Act, 1961 as amended from time to time except

as stated otherwise

IT Rules The Income Tax Rules, 1962, as amended from time to time

INR Indian National Rupee

MAPIN Market Participants and Investors’ Integrated Database

Merchant Banker Merchant Banker as defined under the Securities and Exchange

Board of India (Merchant Bankers) Regulations, 1992

JV Joint Venture

Ltd. Limited

MoU Memorandum of Understanding

Mtr Meters

MSXI Metropolitan Stock Exchange of India Limited

N/A or N.A. Not Applicable

NAV Net Asset Value

NECS National Electronic Clearing Services

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NEFT National Electronic Fund Transfer

Net Worth

The aggregate of the paid up share capital, share premium

account, and reserves and surplus (excluding revaluation reserve)

as reduced by the aggregate of miscellaneous expenditure (to the

extent not adjusted or written off) and the debit balance of the

profit and loss account

NOC No Objection Certificate

NPV Net Present Value

NR Non Resident

NRE Account Non Resident External Account

NRI

Non Resident Indian, is a person resident outside India, who is a

citizen of India or a person of Indian origin and shall have the

same meaning as ascribed to such term in the Foreign Exchange

Management (Deposit) Regulations, 2000, as amended from time

to time

NRO Account Non Resident Ordinary Account

NSDL National Securities Depository Limited

NSE The National Stock Exchange of India Limited

p.a. per annum

PAN Permanent Account Number

PAT Profit After Tax

Pvt. Private

PBT Profit Before Tax

P/E Ratio Price Earnings Ratio

POA Power of Attorney

PIO Persons of Indian Origin

QIB Qualified Institutional Buyer

RBI Reserve Bank of India

RBI Act

The Reserve Bank of India Act, 1934, as amended from time to

time

RoNW Return on Net Worth

Rs. / INR Indian Rupees

RTA Registrar to Company

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RTGS Real Time Gross Settlement

SCRA Securities Contracts (Regulation) Act, 1956

SCRR Securities Contracts (Regulation) Rules, 1957

SCSB Self Certified Syndicate Bank

SEBI Securities and Exchange Board of India

SEBI Act

Securities and Exchange Board of India Act, 1992, as amended

from time to time

SEBI Insider Trading Regulations

The SEBI (Prohibition of Insider Trading) Regulations, 1992, as

amended from time to time, including instructions and

clarifications issued by SEBI from time to time

SEBI Takeover Regulations /Takeover

Regulations / Takeover Code

Securities and Exchange Board of India (Substantial Acquisition

of Shares and Takeovers) Regulations, 2011

Sec. Section

SICA

Sick Industrial Companies (Special Provisions) Act, 1985, as

amended from time to time

SME Small Medium Enterprise

SSI Undertaking Small Scale Industrial Undertaking

Stock Exchange (s) Regional Stock Exchange

Sq. Square

Sq. mtr Square Meter

TAN Tax Deduction Account Number

TRS Transaction Registration Slip

TIN Taxpayers Identification Number

TNW Total Net Worth

u/s Under Section

UIN Unique Identification Number

US/ U.S. / USA United States of America

USD or US$ United States Dollar

U.S. GAAP

Generally accepted accounting principles in the United States of

America

UOI Union of India

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Venture Capital Fund(s)/ VCF(s) Venture capital funds as defined and registered with SEBI under

the Securities and Exchange Board of India (Venture Capital

Fund) Regulations, 1996, as amended from time to time

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SECTION II – GENERAL

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions Unless otherwise specified or the context otherwise requires, all references to “India” in this Information

Memorandum are to the Republic of India, together with its territories and possessions. Unless the context

otherwise requires, all references to the "Company", "we", "us" and "our" refers to Sunrise Soya Products

Limited.

Financial Data Unless indicated otherwise, the financial data in this Information Memorandum is derived from the

financial statements prepared in accordance with the Generally Accepted Accounting Principles in India

(“Indian GAAP”) and the Companies Act, 1956, and the Companies Act, 2013 as amended (“Companies

Act”) included elsewhere in this Information Memorandum.

The financial year commences on April 1st and ends on 31st March, so all references to a particular financial

year are to the twelve-month period ended 31st March of that year. The Company publishes its financial

statements in Indian Rupees. In this Information Memorandum, any discrepancies in any table between the

total and the sums of the amounts listed are due to rounding off.

Currency of Presentation

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

Industry and Market Data

Unless stated otherwise, industry data and the market data used throughout this Information Memorandum have been obtained from industry publications, websites and other authenticated published data. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although, the Company believes that industry data used in this Information Memorandum is reliable, it has not been independently verified. Similarly, internal company reports, while believed by us to be reliable, have not been verified by any independent sources. The extent to which the market and industry data used in this Information Memorandum is meaningful

depends on the readers familiarity with the understanding of the methodologies used in compiling such data.

There are no standard valuation methodologies or accounting policies in the said industry in India and

methodologies and assumptions may vary widely among different industry sources.

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FORWARD LOOKING STATEMENTS

This Information Memorandum contains certain words or phrases, including, “will”, “aim”, “will likely

result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”,

“seek to”, “future”, “would”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions

or variations of such expressions, that are forward-looking statements. All forward-looking statements are

subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those

contemplated by the relevant forward-looking statement.

All forward looking statements are subject to risks, uncertainties and assumptions that could cause actual

results to differ materially from those contemplated by the relevant forward looking statement. Important

factors that could cause actual results to differ materially from our expectations include, among others: -

• General economic and business conditions in India and other countries.

• Our ability to successfully implement our strategy, our growth and expansion, our exposure to

market risks that have an impact on our business activities or investments.

• The changes in monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence

in interest rates, foreign exchange rates, equity prices or other rates or prices.

• The performance of the financial markets in India and globally, changes in domestic and foreign

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

• Changes in the value of the Rupee and other currencies.

• The occurrence of natural disasters or calamities.

• Change in political and social conditions in India.

• The Loss or shutdown of operations of the Company at any time due to strike.

• The Loss of our key employees and Staff.

• Our ability to respond to technological changes.

Material Contract

The Company has not entered into any material contract or agreement other than those entered into the

ordinary course of business.

Absolute Responsibility of Sunrise Soya Products Limited

Sunrise Soya Products Limited having made all reasonable inquiries, accepts responsibility for, and

confirms that this Information Memorandum contains all information with regard to the Company, which is

material, that the information contained in the Information Memorandum is true and correct in all material

aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are

honestly held and that there are no other facts, the omission of which makes this Information Memorandum

as a whole or any of such information or the expression of any such opinions are intentions misleading in

any material respect.

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SECTION III – RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF

An investment in Equity Shares involves a high degree of risk. One should carefully consider all the information in this Information Memorandum, including the risks and uncertainties described below, before making an investment in our Equity Shares. To obtain a complete understanding, this section should be read in conjunction with the section “Our Business” on page no. 21 as well as the other financial and statistical information contained in this Information Memorandum. The risks and uncertainties described in this section are not the only risks and uncertainties we currently face. Additional risks and uncertainties not known to us or the ones which we currently deem immaterial may also have an adverse effect on our business, financial condition and results of operations. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved therein. Unless otherwise stated, the financial data used in this section has been derived from our Company's audited financial statements for the financial years ended on March 31, 2014.

Internal Risk Factors

1. Change in Technology may render our current Technology obsolete or require us to make

substantial investments The Industry in which we operate is based on our in-house developed technology. To maintain the competitiveness of our Business, we need to keep pace with technological development in this field. If we are unable to adequately respond to the technological development and the technology currently employed by us become obsolete, our business, financial condition and result of operation may be materially and adversely affected. In addition cost of implementing new technology and upgrading our plant to keep pace with the technological development may be significant and may adversely affect our result of operation.

2. Company’s success significantly depends on its management and operational teams and other

skilled professionals. If it fails to retain, motivate and/or attract such personnel, its business may be

unable to grow and its revenues could decline, which may decrease the value of our Equity Shares

Company is dependent on the senior members of its management and operational team for its continued success and growth. Its success depends on its ability to attract, train, motivate and retain highly skilled professionals. If it cannot hire and retain the qualified personnel, its ability to continue to expand may be impaired and its revenues could decline.

3. Our Business may be affected by certain disruptions Industrial disruptions, work stoppages, labour disputes, installation of new plants etc. can result in production losses, which may adversely affected our production. Production may fall below estimated level due to these factors. 4. Constraints in the supply chain

Any constraints in the supply chain encompassing the process from vendor to the final customers via manufacturing involving amongst others the vendors and the dealers can have a serious impact on the performance of Genesis. 5. Availability of Finance

Availability of credit or finance is a major factor which can have a direct impact on the performance of Genesis. Tightening of credit norms by the Financer can have an adverse effect on the sale performance of Genesis.

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6. If the Company is not able to obtain, renew or maintain the permits and approvals required to

operate its business, this may have a material adverse effect on its business. The Company requires certain permits and approvals to operate its businesses, including permits required by the environmental regulatory authorities. There can be no assurance that the relevant authorities will issue any such permits or approvals in the time-frame anticipated by the Company or at all. If the Company fails to renew, maintain or obtain the required permits and approvals, and licenses in a timely manner or at all, it would interrupt its operations.

7. Our business requires us to obtain and renew certain registrations, licenses and permits from

government and regulatory authorities and the failure to obtain and renew them in a timely manner

may adversely affect our business operations.

Our business operations require us to obtain and renew from time to time, certain approvals, licenses, registrations and permits, some of which may expire and for which we may have to make an application for obtaining the approval or its renewal. We will be applying for certain approvals relating to our business. If we fail to maintain such registrations and licenses or comply with applicable conditions, or a regulatory authority claims we have not complied, with these conditions, our certificate of registration for carrying on a particular activity may be suspended and/or cancelled and we will not then be able to carry on such activity. Further, we may become liable to penal action if our activities are adjudged to be undertaken in the manner not authorized under the applicable law. This could materially and adversely affect our business, financial condition and results of operations. We cannot assure you that we will be able to obtain approvals in respect of such applications or any application made by us in the future.

8. If we are unable to retain the services of our Key Managerial Personnel, our business and our

operating results could be adversely impacted.

We are dependent on our Key Managerial Personnel for setting our strategic direction and managing our businesses. The loss of our key managerial personnel may materially and adversely impact our business, results of operations and financial condition. 9. Our inability to manage growth could disrupt our business and reduce our profitability.

A principal component of our strategy is to continue to grow by expanding the size and geographical scope of our businesses, as well as the development of our new business streams. This growth strategy will place significant demands on our management, financial and other resources. It will require us to continuously develop and improve our operational, financial and internal controls. Continuous expansion increases the challenges involved in financial management, recruitment, training and retaining high quality human resources, preserving our culture, values and entrepreneurial environment, and developing and improving our internal administrative infrastructure. Any inability on our part to manage such growth could disrupt our business prospects, impact our financial condition and adversely affect our results of operations. 10. Major fraud, lapses of internal control or system failures could adversely impact the company’s

business.

Our Company is vulnerable to risk arising from the failure of employees to adhere to approved procedures, system controls, fraud, system failures, information system disruptions, communication systems failure and interception during transmission through external communication channels or networks. Failure to protect fraud or breach in security may adversely affect our Company’s operations and financial performance. Our reputation could also be adversely affected by significant fraud committed by our employees, agents, customers or third parties.

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11. Our risk management policies and procedures may leave us exposed to unidentified risks or

unanticipated levels of risk which could lead to material losses.

Our risk management techniques and strategies may not be fully effective in mitigating our exposure to risks and may not cover risks that we fail to identify or anticipate. Some methods of risk management are based on the use of observed historical market behavior. We apply statistical and other tools to these observations to arrive at quantifications of our risk exposures. These tools and metrics may fail to predict future risk exposures. Our losses could therefore be significantly greater than those which the historical measures indicate. Our more qualitative approach to managing those risks could prove insufficient, exposing us to material unanticipated losses. Other risk management methods depend on evaluation of information regarding markets, clients or other matters that are publicly available or otherwise accessible by us. This information may not be accurate, complete, up-to-date or properly evaluated. Management of operational, legal and regulatory risk requires, among other things, policies and procedures to properly record and verify a large number of transactions and events. We cannot assure you that our policies and procedures will effectively and accurately record and verify this information. We seek to monitor and control our risk exposure through a variety of separate but complementary financial, credit, operational and legal reporting systems. Nonetheless, the effectiveness of our ability to manage risk exposure cannot be completely or accurately predicted or fully assured. For example, unexpectedly large or rapid movements or disruptions in one or more markets or other unforeseen developments could have a material adverse effect on our results of operations and financial condition. The consequences of these developments could include losses due to adverse changes in inventory values, decreases in the liquidity of trading positions, higher volatility in systemic risk.

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External Risk Factors 1. Changes in Government Policy

Change in Government Policy, change in interest rates, revision of duty structure, change in tax law, change in environmental regulation etc. may have an adverse impact on the profitability of textile business. Due to competitive nature of the market, the cost increase due to these changes may be passed on to the customers.

2. Slowdown in Economic Growth in India

The performance and growth of the company and the industry are dependent on the health of the Indian economy as well the secondary industries. The economy could be adversely affected by various factors such as political or regulatory action, including adverse changes in liberalization policies, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, commodity and energy prices and various other factors Any slowdown in the Indian economy may adversely impact business and financial performance and the price of Equity Shares.

3. Legal and Compliance Risk

We are subject to extensive regulation by SEBI, Stock Exchanges and other Market regulator in India. New law/rules and any changes in any law or application of any current law/rule could affect the manner of operation and profitability.

4. Terrorist attack and other act of violence

Terrorist attack or other act of violence of war, including those involving India, United States, United Kingdom or other countries may adversely affect the Indian and worldwide financial market. These acts may result in loss of business confidence and have other business consequences that could adversely affect our business, result of operation and financial condition. Increased volatility in the financial market can have adverse effect on the economies of India and other countries including economic recession.

5. After this listing, the price of the equity Company’s equity shares may be volatile, or an active

trading market for the Company’s equity shares may not develop

There is no trading of the shares of the company and there can be no assurance that an active trading market for equity share will develop or sustained after listing. The Company’s share price could be volatile. 6. Tax rates applicable to Our Company may increase and may have an adverse impact on our

business

Any increase in the tax rates may have an adverse impact on our business and results of operations and we can provide no assurance as to the extent of the impact of such changes. 7. Political instability or changes in the Central Government could adversely affect economic

conditions in India and consequently the Company’s business

The Company is incorporated in India, derives most of the revenues in India and substantially all its assets are located in India. Consequently, the Company’s performance and the market price and liquidity of the Shares may be affected by changes in exchange rates and controls, interest rates, government policies, taxation, social and ethnic instability and other political and economic developments affecting India.

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The Central Government has traditionally exercised and continues to exercise a significant influence over many aspects of the economy. The business of the Company, and the market price and liquidity of the Shares may be affected by interest rates, changes in Central Government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting India. If communal disturbances or riots erupt in India, or if regional hostilities increase, this would adversely affect the Indian economy, the health of which the business of the Company depends on. India has experienced communal disturbances, terrorist attacks and riots during recent years. If such events recur, the Company’s operational and marketing activities may be adversely affected, resulting in a decline in its income. 8. Civil unrest, acts of violence including terrorism or war involving India and other countries could

materially and adversely affect the financial markets and our business.

Any major hostilities involving India or other acts of violence, including civil unrest or similar events that are beyond our control, could have a material adverse effect on India’s economy and our business. Terrorist attacks and other acts of violence may adversely affect the Indian stock markets, where our Equity Shares will trade, and the global equity markets generally.

9. Any downgrading of India’s debt rating by a domestic or international rating agency could

adversely affect our Company’s business.

Any adverse revisions to India’s credit ratings for domestic and international debt by domestic or international rating agencies may adversely affect our Company‘s ability to raise additional financing, and the interest rates and other commercial terms at which such additional financing is available. This could harm our Company’s business and financial performance, ability to obtain financing for capital expenditures and the price of our Company’s Equity Shares. 10. The market value of your investment may fluctuate due to the volatility of the Indian securities

Markets.

Indian stock exchanges have, in the past, experienced substantial fluctuations in the prices of listed securities. Indian stock exchanges have experienced problems which, if such or similar problems were to continue or recur, could affect the market price and liquidity of the securities of Indian companies, including the Shares. These problems have included temporary exchange closures, broker defaults, settlement delays and strikes by brokers. In addition, the governing bodies of Indian stock exchanges have from time to time imposed restrictions on trading in certain securities, limitations on price movements and margin requirements. Furthermore, from time to time, disputes have occurred between listed companies, stock exchanges and other regulatory bodies, which in some cases may have a negative effect on market sentiment.

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This is only a summary and does not contain all information that one should consider before investing in the

Equity Shares offered by the Company. Investors should read this entire Information Memorandum, including

the information on the section titled “Risk Factors” beginning from page no.12 of this Information

Memorandum and the section titled “Financial Information” and related notes beginning from page no.56 of

this Information Memorandum before taking any decision to invest in the Equity Shares offered by the

Company.

SUMMARY OF INDUSTRY GENERAL MACRO-ECONOMIC ENVIRONMENT

After the setback in 2011-12, the early 2012-13 marked a more pronounced deterioration in activity across the globe. The recovery however became imminent as credit markets healed in US and short term risks in the Euro area trimmed. While investment dipped, consumption picked up across the globe in varied measures – slowly in advanced economies and steadily in emerging markets. Prudent macroeconomic policies have been leading the way to recovery across the economies. Financial markets have boosted the economic activity and the broad markets have rallied in late 2012-13. Rate cuts have been induced to combat slowdown by many central banking authorities. Back at home, weakening of growth in industrial and services sector earmarked one of the lowest growth rates in recent times. The growth rate which had declined in 2011-12 to 6.2 percent continued further southward in 2012-13 and the provisional estimates put it at a decadal low rate of 5.0 percent. Gross Domestic Product (GDP) estimates at factor cost at constant (2004-05) prices for FY13 is likely to be Rs. 55, 05,437 crore as against Rs. 52,43,582 crore for FY12 and the growth is expected to be 5.0 percent as compared to 6.2 in FY12. While the previous year witnessed Services sector supporting the growth rate amidst the stagnation prevailing in agriculture and industry, the current fiscal year saw all the three sectors losing the momentum. Global financial woes and the domestic concerns seem to have dampened domestic concerns seem to have dampened the economic expansion much in the 2012-13 as compared to the previous year. Agriculture growth rate fell from 3.6 percent in 2011-12 to 1.9 percent in 2012-13. Industry recorded a growth of 1.2 percent in 2012-13 as compared to a rate of 2.7% in the previous fiscal year. Services sector recorded sluggish growth on account of falling export of IT/ITeS and is expected to be 6.8 percent for 2012-13 while it stood at 7.9 percent for 2011-12. Source: SEBI Annual Report 2012-2013

Indian Financial Services Sector There has been a considerable broadening and deepening of the Indian financial markets due to various financial market reforms undertaken by the regulators, the introduction of innovative financial instruments in the recent years and the entry of sophisticated domestic and international players. Sectors such as banking, asset management and brokerage have been liberalised to allow private sector involvement, which has contributed to the development and modernisation of the financial services sector. This is particularly evident in the nonbanking financial services sector, such as equities, derivatives and commodities brokerage, residential mortgage and insurance services, where new products and expanding delivery channels have helped these sectors achieve high growth rates. Source: SEBI Annual Report 2012-2013

SECTION IV – INDUSTRY OVERVIEW

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Capital markets

Indian securities market started the year 2012-13 on a low note following the global economic signals of 2011- 12. The reform measures undertaken by the government as well as slender improvements visible in the global economic condition have however uplifted the mood in the domestic securities market. The Sensex which closed at 17,404 on March 30, 2012 reached 18,836 as on March 28, 2013. It touched the 20,000 mark during the year, which was last seen in October 2010. Nifty, too, touched the 6,000 mark while closing at 5,683 on March 28, 2013 while the Sensex registered a growth of 8.2 percent, Nifty recorded a growth of 7.3 percent. Indian markets also witnessed the establishment of a third stock exchange in the country with nationwide terminal with MCX-SX going live in equities and equities derivatives segment on February 11, 2013. The market capitalisation of BSE stood at Rs. 63, 87, 887 at end-March 2013 compared to Rs. 62, 14,941 crore as of end-March 2012 while its ratio to GDP stood at 63.7 percent for 2012-13. The market capitalisation of NSE was Rs. 62,39,035 at end-March 2013 compared to Rs. 60, 96,518 crore as of end-March 2012 while its ratio to GDP stood at 62.2 percent for 2012-13 The number of demat accounts at the two depositaries grew by over 5 percent during the fiscal year. The number of listed companies at NSE and BSE continued to rise. Source: SEBI Annual Report 2012-2013

In addition, the growth of the economy and Indian corporations has coincided with a sharp increase in foreign direct investment, including significant participation from private equity firms, a marked increase in investment in the real estate sector, increasing M&A activity, and a growing demand for credit from both corporations and consumers. With it, there has been a proliferation in the presence of intermediaries such as investment banks and securities firms that closely monitor the performance of the markets and provide extensive fundamental and technical research on the economy, sectors, and companies. All of these have contributed significantly to the growth of the Indian capital markets. Corporate borrowing requirements are primarily met through the domestic banking system, due to the limited development of the corporate bond market. Large corporations are able to tap into the international banking system for their funding requirements however the RBI has placed restrictions on these borrowings by establishing limits on the amount and the rate at which corporations can borrow abroad. It is widely believed that for the healthy development of the Indian capital markets and corporate sector, it is imperative that the debt markets develop in a systematic and scalable manner.

Primary Securities Market

Primary markets play the role of mobilizing the capital to the corporate both public and private. A healthy and efficient primary market is reflective of the economic stability that further accentuates the investor confidence in the markets. Indian Primary markets have seen a revival in the activity partly reflecting the recovery imminent in the global scenario. Resources mobilized in the primary market have risen by around 20 percent in the wake of the renewed economic fervor. A total of Rs. 15,474 crore of Equity capital has been raised in 2012-13 through 49 issues, compared with Rs. 12,857 crore raised through 51 issues in 2011-12. Certain reforms in policies have been undertaken to build up the investor confidence further. Source: SEBI Annual Report 2012-2013

Secondary Securities Market

Secondary markets are often referred to as the barometer to a nation’s health. The stock prices in FY13 started on a low note carrying forward the fluctuations of the past financial year but the current financial year saw the indices scaling new height and achieving the pre crisis levels. Initiatives have been taken to revive the investor confidence and participation which was dampened in the previous year on global cues.

19

Debt Markets

The Indian debt market is the third largest in Asia ex-Japan after China and Korea. A large variety of instruments are available to investors, ranging from government bonds and T-bills to certificates of deposit, commercial paper and private-sector bonds. Issuers include the central government, the states of the Indian Union, private and public sector companies, and financial institutions. The corporate bond market continues to lag behind the government debt market owing to problems such as non-availability of a trading platform, central clearing and settlement, stringent documentation requirements and secondary market volumes which continues to deter issuers from raising money via the bond route. Accordingly, Indian debt capital markets such as investment grade and high yield debt, mortgage and asset backed securities, both onshore and offshore, have remained underdeveloped relative to the equity capital markets. Debt financing requirements of Indian corporates is primarily met by Indian banks and select International banks that participate in foreign currency international syndications. Large corporations are increasingly able to tap into the international debt capital markets in order to meet their borrowing and acquisition financing requirements. Banks have recently been growing their assets by 20-30% per annum, but given the lack of depth in the asset and mortgage based securities markets, banks are unable to effectively manage their capital and balance sheets by offloading risk. There are several reasons for the underdeveloped debt markets in India such as regulatory limitations, underdevelopment of infrastructure, high transaction costs, and a limited investor base. RBI has placed restrictions on borrowings by establishing limits on the amount and the rate at which corporations can borrow abroad. It is widely believed and recognised by various constituencies that the development of the Indian debt markets is necessary in order to meet the large funding requirements of the growing corporate and financial sector. Investment Banking

With the strong growth in the economy, Indian companies have grown profits rapidly and have increased the scale of their operations. At the same time, their requirements for capital have increased as has their demand for increasingly sophisticated methods of funding, need for strategic advisory services related to mergers, acquisitions and restructurings, and need for risk management solutions. Indian companies have been increasingly raising funds from both domestic and international equity and equity linked and international debt capital markets. In addition, the pace of private equity activity has accelerated over the past few years. As private equity investing in India has gained momentum, the size and nature of investments has also evolved, increasingly moving from smaller start-up and early stage funding to later stage growth capital investments. There has also been a significant increase in merger and acquisition (“M&A”) activity by Indian companies in recent years. This continuing increase is evident in the inbound, outbound and domestic segments. Indian Financial Sector – The way forward

The far-reaching changes in the Indian economy since liberalization have had a deep impact on the Indian financial services sector. Financial sector reforms that were initiated by the government since the early ‘90s have been to meet the challenges of a complex financial architecture. This has ensured that the new emerging face of the Indian financial sector will culminate in a strong, transparent and resilient system. Broadly, financial sector reforms can be categorized in two phases. The first phase of economic reforms that started in 1985 focused on increasing productivity, new technology import and effective use of human resources. These efforts were in line with the changes in international markets, organisations and production areas. In the second phase, beginning in 1991-92, the government aimed at reducing fiscal deficit by opening the economy to foreign investments. Financial sector reforms during this period focused on modification of

20

the policy framework, improvement in financial health of the entities and creation of a competitive environment. These reforms targeted three interrelated issues viz. (i) strengthening the foundations of the banking system; (ii) streamlining procedures, upgrading technology and human resource development; and (iii) structural changes in the system. The last decade witnessed a significant broadening and deepening of financial markets with the introduction of several new instruments and products in banking, insurance and capital markets space. During this time, the Indian financial sector (banking, insurance and capital markets) opened up to new private players including foreign companies. The new players adopted international best practices and modern technology to offer a more sophisticated range of financial services to corporate, retail and institutional customers. The consequent competition in the market brought in innovation, better customer service and efficiency in the financial sector in India. Financial sector regulators too have been proactive in ensuring that new regulations and guidelines are more or less in tandem with the growth in the financial sector. Financial intermediaries have gradually moved to internationally acceptable norms for income recognition, asset classification, provisioning and capital adequacy. These developments have given a strong impetus to the development and modernization of the financial sector in India. Going forward the aim would be to achieve international standards in this area within the shortest possible period. India’s services sector has been the most dynamic part of its economy, leading GDP growth for past two decades. India serves as an example as to how services sector can play an important role in a country’s economic growth. India is doing reasonably well in retail sector and the financial sector including insurance. India is now eager to open up the pensions sector also to foreign investors. The way these sectors have been developed with a robust regulatory and policy framework also holds important lessons for other countries. India’s financial services sector has been one of the fastest growing sectors in the economy. The economy has witnessed increased private sector activity including an explosion of foreign banks, insurance companies, mutual funds, venture capital and investment institutions. Although significant steps have been taken in reforming the financial sector, some areas require greater focus.

• The ability of the financial services sector in its present structure to make available investible resources to the potential investors in coming years, such as equity and long term, medium and short-term debt.

• The inability of banks to quickly enforce security and access to collateral, and the capital constraints in recognizing large loan losses.

• Volatility in global commodity prices has had a major impact on Indian companies. This has led to non-performing loans and provisioning for credit losses becoming a key area of concern for the Indian financial system.

21

SECTION V – OUR BUSINESS

Our Company was incorporated as “Sunrise Soya Products Limited” on June 21, 1985 under the Companies Act, 1956 with the Registrar of Companies, Delhi & Haryana.. The Corporate Identification Number (CIN) of the Company is L01111DL1985PLC021270. The registered office of our company is situated at 555, Double Storey, New Rajinder Nagar, New Delhi- 110060.

Our Company is listed on Delhi Stock Exchange Limited (DSE). Its objective is to provide our clients a wide spectrum of financial products and services and it is a key player for providing opportunities in the financial sectors. Our company is providing the assorted services to its investors like loans and advances. The foremost object of our company is to meet the expectation of our investors why providing the timely services. The main business activity of the company is to trading of fabrics. We are a multi-product fabric trading Company and our range includes fabrics for Silk, Polyester, Lace Fabrics, Netting Fabrics, Coarse Cotton Fabric, suiting, shirting, linen, jute and other fabrics. We primarily cater to retailers in Delhi and NCR Regions, wherein we supply mid range of unstitched fabrics.

OUR COMPETITIVE STRENGTHS

• Bouquet of financial products and services:

Our Company offers various financial services and products ranging from providing financial advisory & consultancy services, providing funding solutions through debt and equity to cater to the specific needs of our clients. We believe that our presence in diverse lines of business enables us to reduce risks arising from service and client concentration.

• Knowledge of Multiple Financing Options

The knowledge and an independent view on the array of financing options available, provide us an important competitive advantage. We assist our clients throughout the exercise by being there at every stage, identify the problems and recommend & implement solutions that deliver measurable results.

• Long-term relationships: To realize the potential in most companies, a long-term perspective is necessary, especially when the ambition is to achieve sustainable growth. We work on the basis of creating long-term relationships with our clients and our team work closely with them to understand their short and long-term goals. We help our clients in their entire growth trajectory.

• Strong professional and execution team allows the Company to develop a strong business Our Company has a team of able and experienced professionals with ability to actively manage funding operations. This coupled with proven managements track record allow the Company to rapidly grow its client portfolio and business.

22

• Investment Focus

Our Company does not operate with any pre-defined restrictions in regards to which companies, which stages, which markets or which industries it should invest in. As a group, we have a proven track record of identifying and making good investments. The investment process is highly flexible. We are able to take a case from initial discussions to invested funds in a very short time. We are able to react to an opportunity when it is presented. Our Company also receives investment ideas from our network, from different intermediaries in various markets, and directly from target companies.

OUR BUSINESS STRATEGY

� Increase the number of Client Relationships:

We are focused on increasing the number of client relationships and having more number of relationship managers to service these relationships. Our strategy is to increase the number of client relationships and then leverage those client relationships into offering in a whole suite of financial products. During downturn of the markets we believe that increased number of client relationships will add stability to our earnings. As a part of this we also plan to strengthen our sales team to bring in new client relationships to leverage our existing group offerings.

� Offer Diversified Financial Products & Services:

Our Company offers to our clients a wide range of financial services and products allowing the clients to leverage their relationship with us and get products suiting their varied needs. This strategy allows us to gain “share of wallet” of the clients’ consumption of financial services. We offer to the client a comprehensive product offering and are able to increase our revenues per client by selling different products to the same client.

� Active Investment:

It is our belief that an active management role is a more effective route to reducing risk than diversifying investment over a range of different projects. We plan to make relatively small number of investments on their own specific merits, rather than hold a larger number of stakes as part of a portfolio diversification strategy.

� Collaborations

We have not entered into any technical or other collaboration.

� Risk Management

Your company operates in the Financial Services Sector, which is affected by variety factors linked to economic development in India and globally which, in turn, also affected global fund flows. Any economic event across the globe can have direct or indirect impact on your company. To mitigate this, Company has diversified its revenue stream across multiple verticals. Your Company’s risk management system is a comprehensive and integrated framework comprising structured reporting and stringent controls. Through its approach it strives to identify opportunities that enhance organizational values while managing or mitigating risks that can adversely impact the company’s future performance. Within the organization, every decision taken is after weighing the pros and cons of such a decision making taking note of the risk attributable.

23

Future Outlook

The future outlook of the Company is very prospective and it urges to diversify the various areas related to

financial markets. Besides continuing aggressively in the existing growth areas, there are certain specifics

initiatives that we would like to highlight which the company would be undertaking in the financial year

2014-15. The Company is effectively putting together a growth strategy in the area of Debt Syndication,

Private Placement, Corporate/Personal Loan, Advisory Services, Arranger and Distributions of Mutual

Fund & Liaison for Financial Products.

24

SUMMARY OF FINANCIAL INFORMATION

The following table provides a summary of financial information derived from the financial statements

for the last five financial years ended on 31st March, 2010, 2011, 2012, 2013 and 2014. These financial

statements have been prepared in accordance with the Indian GAAP and the Companies Act, 1956. The

summary of financial information presented below should be read in conjunction with the financial

statements, the notes and annexure thereto provided with this information memorandum.

Statement of Assets and Liabilities

As at 31st March Particulars

2014 2013 2012 2011 2010

Net Worth

Share Capital 56,80,000.00 56,51,250.00 56,51,250.00 56,51,250.00 56,51,250.00

Reserve & Surplus 36,89,871.00 36,55,610.00 38,23,751.00 40,47,850.00 40,49,702.00

Total Net Worth 93,69,871.00 93,06,860.00 94,75,001.00 96,99,100.00 97,00,952.00

Share Application

Money Pending Allotment - - - - -

Non-current Liabilities

Deferred Tax Assets (Net) - - - - -

Total Non-Current Liabilities - - - - -

Current Liabilities

Short-term Borrowings 37,750.00 - - - -

Short-term Provisions 6,350.00 - - 5,47,488.00 5,40,973.00

Sundry Creditors / Trade Payables - - 18,500.00 - -

Other Current Liabilities 7,368.00 7,368.00 47,265.00 - -

Total Current Liabilities 51,468.00 7,368.00 65,765.00 5,47,488.00 5,40,973.00

TOTAL EQUITY AND LIABILITIES 94,21,519.00 93,14,228.00 95,40,766.00 1,02,46,588.00 97,00,952.00

Non-current assets

Fixed Assets

Gross Block - - - - -

Less: Deprecation - - - - -

Net Block - - - - -

Non-Current Investment 27,88,750.00 22,88,750.00 29,78,750.00 29,78,750.00 29,78,750.00

Long-term Loans and Advances 39,56,430.00 39,49,900.00 39,49,900.00 - -

Total Non-current assets 67,45,180.00 62,38,650.00 69,28,650.00 29,78,750.00 29,78,750.00

Current Assets

Cash & Cash Equivalents 1,25,718.00 5,34,957.00 71,495.00 31,380.00 22,143.00

Short-term Loans & Advances 10,000.00 - - 46,93,887.00 46,93,887.00

Other Current Assets 25,40,621.00 25,40,621.00 25,40,621.00 25,42,571.00 25,47,145.00

Total Current Assets 26,76,339.00 30,75,578.00 26,12,116.00 67,20,350.00 72,63,175.00

TOTAL ASSETS 94,21,519.00 93,14,228.00 95,40,766.00 1,02,46,588.00 97,00.952.00

25

Statement of Profit And Loss Account

For the year ended 31st March Particulars

2014 2013 2012 2011 2010

Income

Income from Operations 1,00,000.00 - - 11,000.00 -

Other Income - 1,500.00 62,500.00 - 10,000.00

Total 1,00,000.00 1,500.00 62,500.00 11,000.00 10,000.00

Expenditure

Depreciation - - - - -

Other Expenses 65,739.00 1,69,641.00 1,71,905.00 12,852.00 15,794.00

Total 65,739.00 1,69,641.00 1,71,905.00 12,852.00 15,794.00

Profit before tax 34,261.00 (1,68,141.00) (1,09,405.00) (1,852.00) (5,794.00)

Less: Tax Expense

Current Tax 6,530.00 - - - -

Deferred Tax (6,530.00) - - - -

Earlier Year Tax - 1,14,694.00

Total Tax Expenses - - - - -

Profit after Tax 34,261.00 (1,68,141.00) (2,24,099.00) (1,852.00) (5,794.00)

Earnings Per Share

Basic 0.06 (0.30) (0.40) (0.0032) (0.010)

Diluted 0.06 (0.30) (0.40) (0.0032) (0.010)

26

Cash Flow Statement For the year ended 31st March

Particulars 2014 2013 2012 2011 2010

CASH FLOW FROM OPERATING

ACTIVITIES:

Net profit/loss before tax 34,261.00 (168,141.00) (109,405.00) (1,852.00) (5,794.00)

Adjustment for:

Depreciation - - - - -

Profit on sale of investment - - - - 10,000.00

Excess Provision Written Back - - - 6,515.00 6,265.00

Operating Cash flows before working

Capital changes 34,261.00 (168,141.00)

(109,405.00) (4,663.00)

10,471.00

Changes in Working Capital:

(Decrease)/Increase in Current Assets (10,000.00) - 1,950.00 4,574.00 -

Increase/ (Decrease) in Current Liabilities 37,750.00 (58,397.00) (202,530.00) -

Decrease/ Increase in Inventory - - - - 984.00

(Decrease)/Increase in Trade Receivables - - - - 277,831

(Decrease)/Increase in Trade and Other Payables - - - - 9,250.00

Cash generated from operations

62,011.00 (226,538.00)

(309,985.00)

(9,237.00) 298,536

Income Tax And FBT paid for the Year

-

-

-

-

-

Extraordinary Items

-

-

-

-

(10,000)

Net cash generated from /(used in)

operating activities [A] 62,011.00 (226,538.00)

(309,985.00)

(9,237.00)

288,536.00

CASH FLOWS FROM INVESTING

ACTIVITIES:

Investment Made (500,000.00)

-

-

- (690,000.00)

Advance against Property - -

-

-

-

Other Income -

690,000.00

-

-

680,000.00

Net cash used in investing activities

[B]

(500,000.00) 690,000.00

-

-

(10,000.00)

CASH FLOWS FROM FINANCING

ACTIVITIES:

Loans And Advances given - - 350,100.00 -

(650,000.00)

Receipt of Call in Arrear 28,750.00 - - - -

Loans And Advances Recd

28

GENERAL INFORMATION

CORPORATE IDENTIFICATION NUMBER

(CIN) L01111DL1985PLC021270

REGISTERED OFFICE OF THE COMPANY 555, Double Storey, New Rajinder Nagar, New

New -110 055

TELEPHONE 011-32060782

EMAIL-ID [email protected]

WEBSITE www.sunrisesoya.in

REGISTRAR OF COMPANIES

Delhi & Haryana – II

4th Floor, IFCI Tower,

61, Nehru Place, New Delhi-110019

Phone: 011-26235707

Fax: 011-26235702

STOCK EXCHANGES

(where the equity shares of the company are

listed)

Delhi Stock Exchange Limited (DSE)

(Scrip Code: 4974)

Board of Directors

Name of the Directors

Category DIN Address

Mrs. Babita Jain Managing Director / Executive Director

00560562 555, Double Storey, New Rajendra Nagar, New Delhi, 110060.

Mr. Virendra Jain Non Executive/ Non

Independent 00530078

555, Double Story Market, New Rajinder Nagar, New Delhi, 110060.

Mr. Deepu Singh Independent Director 06786614 63/12A, Rama Road, Karampura, Ramesh Nagar H.O., West Delhi, 110015

Mr. Anil Additional /

Independent Director 07041162

114, Dhikanada Bas Rabbudi, Rajgarh Dist Churu, Rajasthan, 331001

29

Compliance Officer

BABITA JAIN DIN : 00560562

Address : 555 , DOUBLE STOREY, NEW RAJENDRA NAGAR, NEW DELHI, 110060 Email ID: [email protected]

Telephone: 011-32060782

Share Transfer Agents

BIGSHARE SERVICES PVT. LTD.

SEBI Registration No.: INR000001385 Contact Person: Mr. Srinivas 4E/8, Jhandewalan Extension, First Floor, New Delhi-110055

Tel No: 011-23522373 Fax No: 011-23522373

Website: www.bigshareonline.com Email ID: [email protected]

Bankers To The Company

IDBI Bank Ltd., 2/46, Punjabi Bagh West, A.V. Road,

New Delhi -110026 Telephone: 011-4900 0501

Statutory Auditors

SUMIT ARORA 42-D, Pocket K, Phase-II, Shaikh Sarai, Saket, Delhi-110017

30

CAPITAL STRUCTURE

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

Sr. No. Particulars Aggregate Nominal

Value (Rs.) A Authorized Share Capital:

12,00,000 equity shares of Rs. 10/- each 1,20,00,000.00

B Issued, Subscribed and Paid up Capital

5,68,000 equity shares of Rs. 10/- each fully paid up 56,80,000.00

Build-up History of Paid-up Capital

Date of

Allotment/

Fully Paid Up

No. of

Equity

Shares

allotted

Face

Value

(In Rs.)

Issue Price

(In Rs.)

Nature of Allotment

Cumulative

number

of equity

shares

Cumulative

Paid-up

Capital

(In Rs.)

Conside

ration

Incorporation

(21.06.1985)

70 10 10 Subscribed to the Memorandum

70 700 Cash

1986 2,47,930 10 10 Public Issue 248,000 24,80,000 Cash

1996 3,20,000 10 10

Preferential Issue 5,68,000 56,80,000 Cash

CONVERTIBLE INSTRUMENTS / WARRANTS

The Company has not issued any Convertible instrument including warrants till now.

31

Shareholding pattern as per clause 35 of the Listing Agreement as on 31st March, 2015

Introductory sub-table (I)(a)

Name of the Company: SUNRISE SOYA PRODUCTS LIMITED

Scrip Code, Name of the scrip, class of security:; 4974,SUNRISE SOYA, EQUITY

LIST OF SHAREHOLDERS AS ON 31.03.2015

Partly paid-up shares:-

No. of

partly paid-

up shares

As a % of total no.

of partly paid-up

shares

As a % of total no. of

shares of the company

Held by promoter/promoter group 0 0 0

Held by public 0 0 0

Total – D 0 0 0

Outstanding convertible securities:-

No. of

outstanding

securities

As a % of total no.

of outstanding

convertible

securities


shares of the company,

assuming full conversion

of the convertible

securities



Total – E 0 0 0

Warrants:-

No. of

warrants

As a % of total

no. of warrants




of warrants



Total – F 0 0 0

Total paid-up capital of the

company, assuming full

conversion of warrants and

convertible securities

5,68,000

Shares of

Rs. 10/-

each

32

Statement Showing Shareholding Pattern

Table (I)(a)

Categ

ory

code

Category of

Shareholder

Number

of

Sharehol

ders

Total

number

of shares

Number

of shares

held in

demateri

alized

form

Total shareholding

as a percentage of

total number of

shares

Shares Pledged or

otherwise

encumbered

As a

percenta

ge

of(A+B)1

As a

percenta

ge of

(A+B+C)

Number

of shares

As a

percenta

ge

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)= (VIII)/ (IV)*100

(A) Shareholding of

Promoter and

Promoter Group2

1 Indian

(a) Individuals/ Hindu Undivided Family 4 45,400 0 7.99 7.99 0 0.00

(b) Central Government/ State Government(s) 0 0

- 0.00 0.00 0 0.00

(c) Bodies Corporate 0 0

- 0.00 0.00 0 0.00

(d) Financial Institutions/ Banks 0 0

- 0.00 0.00 0 0.00

(e) Any Others(Specify) 0 0

- 0.00 0.00 0 0.00

Sub Total(A)(1) 4 45,400 0 7.99 7.99 0 0.00

2 Foreign

A Individuals (Non-Residents Individuals/ Foreign Individuals) 0 0 0 0.00 0.00 0 0.00

B Bodies Corporate 0 0 0 0.00 0.00 0 0.00

C Institutions 0 0 0 0.00 0.00 0 0.00

D Any Others(Specify) 0 0 0 0.00 0.00 0 0.00

Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00

Total Shareholding of

Promoter and

Promoter Group (A)=

(A)(1)+(A)(2) 4 45,400 0 7.99 7.99 0 0.00

(B) Public shareholding

1 Institutions

(a) Mutual Funds/ UTI 0 0 0 0.00 0.00 0 0.00

33

(b) Financial Institutions /

Banks 0 0 0 0.00 0.00 0 0.00

(c) Central Government/ State Government(s) 0 0 0 0.00 0.00 0 0.00

(d) Venture Capital Funds 0 0 0 0.00 0.00 0 0.00

(e) Insurance Companies 0 0 0 0.00 0.00 0 0.00

(f) Foreign Institutional Investors 0 0 0 0.00 0.00 0 0.00

(g) Foreign Venture Capital Investors 0 0 0 0.00 0.00 0 0.00

(h) Any Other (specify) 0 0 0 0.00 0.00 0 0.00

Sub-Total (B)(1) 0 0 0 0.00 0.00 0 0.00

B 2 Non-institutions

(a) Bodies Corporate 6 59600 0 10.49 10.49 0 0.00

Individuals

I

Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh

538 77000 0 13.56 13.56 0

0.00

II ii. Individual shareholders holding nominal share capital in excess of Rs.1 lakh.

34 386000 0 67.96 67.96 0 0.00

(c) Any Other (specify) 0 0 0 0.00 0.00 0 0.00

Sub-Total (B)(2) 578 522600 0 92.01 92.01 0 0

(B)

Total Public

Shareholding (B)=

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

578 522600 0 92.01 92.01 0 0

TOTAL (A)+(B) 582 568000 0 100.00 100.00

0 0

(C) Shares held by

Custodians and

against which

Depository Receipts

have been issued

1 Promoter and Promoter Group

0 0 0 0 0.00 0 0.00

2 Public

Sub-Total (C ) 0 0 0 0 0 0 0

A

GRAND TOTAL

(A)+(B)+(C)

582 568000 0 100.00

0 0

34

1 (b) Statement showing holding of securities (including shares, warrants,

convertible securities) of persons belonging to the category “Promoter and

Promoter Group”

Details of Shares

held

Encumbered shares

(*)

Details

of

warran

ts

Details of

convertible

securities

Total

shares

(including

underlying

shares

assuming

full

conversion

of warrants

and

convertible

securities)

as a % of

diluted

share

capital

Sr.

No.

Name of the

shareholder

Number

of shares

held

As a %

of

grand

total

(A)

+(B)

+(C)

No. As a

percentage

As a %

of

grand

total

(A)+

(B)+

(C) of

sub-

clause

(I)(a )

No.

of

war

ran

ts

hel

d

As a

%

total

no. of

warra

nts

of the

same

class

No. of

conve

rtible

securi

ties

held

As a

%

total

no. of

conve

rtible

securi

ties

of the

same

class

(I) (II) (III) (IV) (V)

(VI)=

(V)/(III)*

100

(VII) (VI

II) (IX) (X) (XI) (XII)

1 Virendra Jain 11,350 2.00 0 0.00 0.00 0 0 0 0 2.00

2 Priti Jain 11,350 2.00 0 0.00 0.00 0 0 0 0 2.00

3 Babita Jain 11,350 2.00 0 0.00 0.00 0 0 0 0 2.00

4 Surendra Kumar

Jain

11,350 2.00 0 0.00 0.00 0 0 0 0 2.00

TOTAL 45,400 8.00 0 0 0.00 0 0 0 0 8.00

(*) The term “encumbrance” has the same meaning as assigned to it in

regulation 28(3) of the SAST Regulations, 2011

35

(I)(c)

(i)

Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging

to the category “Public” and holding more than 1% of the total number of shares

Details of

warrants

Details of

convertible

securities

Sr.

No.

Name of the shareholder Number

of shares

held

Shares as

a % of

total no.

of shares

{i.e.,

Grand

Total

(A)+(B)+

(C)

indicated

in

Statement

at para

(I)(a)

above

No. of

warrants

held

As a %

total

no. of

warrant

s of the

same

class

No. of

conve

rtible

securi

ties

held

%

w.r.t

total

no. of

conver

tible

securit

ies of

the

same

class

Total

shares

(including

underlying

shares

assuming

full

conversion

of warrants

and

convertible

securities)

as a % of

diluted

share

capital

1 SUDHISH KUMAR VERMA 11450 2.0158

0 0 0 0 2.0158

2 VINOD KUMAR 11350

1.99 0 0 0 0 1.99

3 ANIL KUMAR BANSAL 11350

1.99 0 0 0 0 1.99

4 ANIL PRAKASH 11350

1.99 0 0 0 0 1.99

5 AQUARIUS FINCAP &

CREDITS PVT. LTD.

11350 1.99 0 0 0 0 1.99

6 GPN ASSOCIATES PVT. LTD. 11350

1.99 0 0 0 0 1.99

7 JAI KISHAN 11350

1.99 0 0 0 0 1.99

8 LOVELY KUMARI 11350

1.99 0 0 0 0 1.99

9 RAMESH KUMAR 11350

1.99 0 0 0 0 1.99

10 DANVEER INVESTMENTS

PVT. LTD.

11350 1.99 0 0 0 0

1.99

11 PHOOL DEVI GHOSAL 11350 1.99

0 0 0 0 1.99

12 PARMANAND CHAUBEY 11350 1.99

0 0 0 0 1.99

13 ANUP VERMA 11350 1.99

0 0 0 0 1.99

14 BALBIR SINGH 11350 1.99

0 0 0 0 1.99

15 DINESH AGARWAL 11350 1.99

0 0 0 0 1.99

16 MEHAK ARORA 11350 1.99

0 0 0 0 1.99

17 MUKESH SAH 11350 1.99

0 0 0 0 1.99

36

18 RAJENDRA KUMAR 11350 1.99

0 0 0 0 1.99

19 SANJAY AGARWAL 11350 1.99

0 0 0 0 1.99

20 DEEPU SINGH 11350 1.99

0 0 0 0 1.99

21 SHWETA 11350 1.99

0 0 0 0 1.99

22 DEEPAK TYAGI 11350 1.99

0 0 0 0 1.99

23 BHARAT BHUSHAN 11350 1.99

0 0 0 0 1.99

24 DAYA SHANKAR 11350 1.99

0 0 0 0 1.99

25 NAVEEN KUMAR 11350 1.99 0 0 0 0 1.99

26 VIJAY KUMAR RANA 11350 1.99

0 0 0 0

1.99

27 DEEPAK KUMAR 11350 1.99

0 0 0 0 1.99

28 RAM SUNDER 11350 1.99

0 0 0 0 1.99

29 BRIJESH SINGHAL 11350 1.99

0 0 0 0 1.99

30 KRISHAN KUMAR 11350 1.99

0 0 0 0 1.99

31 NIRANJAN KUMAR

SHARMA

11350 1.99 0 0 0 0

1.99

32 RAMESH KUMAR MUOLIA 11350 1.99

0 0 0 0 1.99

33 UMESH AGARWAL 11350 1.99

0 0 0 0 1.99

34 BAGH KOTHI INV. &

FINANCE PVT. LTD.

11350 1.99 0 0 0 0

1.99

35 KAMAL KUMAR 11350 1.99

0 0 0 0 1.99

36 AJAY GARG 11350 1.99

0 0 0 0 1.99

37 CHHAGAN LAL SHARMA 11350 1.99

0 0 0 0 1.99

38 PAWAN KUMAR GUPTA 11350 1.99

0 0 0 0 1.99

39 MANISH KR. MODI 8600 1.51

0 0 0 0 1.51

40 HIBISCUS HOLDINGS PVT.

LTD

7100 1.25 0 0 0 0

1.25

41 NANDI MERCANTILES PVT.

LTD

7100 1.25 0 0 0 0

1.25

TOTAL 4,54,200 79.96 0 0 0 0 79.96

37

(I)(d) Statement showing details of locked-in shares

Sr.

No.


of

locked-in

shares

Locked-in shares as a percentage of

total number of shares {i.e., Grand

Total (A)+(B)+(C) indicated in

Statement at para (I)(a) above}

NIL

(II) (a) Statement showing details of Depository receipts (DRs)

Sr.

No.

Type of outstanding DR

(ADRs, GDRs, SDRs,

etc.)

Number of

outstanding

DRs

Shares underlying outstanding DRs as a

percentage of total number of shares {i.e.,

Grand Total (A)+(B)+(C) indicated in Statement

at para (1)(a) above}

NIL

(I)(c

)(ii)

Statement showing holding of securities (including shares, warrants, convertible

securities) of persons (together with PAC) belonging to the category “Public” and holding

more than 5% of the total number of shares of the company

Details of warrants Details of

convertible

securities

Sr.

No.

Name(s) of the

shareholder(s)

and

the Persons

Acting in

Concert (PAC)

with

them

Number

of

shares

Shares as a

percentage of

total number

of shares

{i.e., Grand

Total

(A)+(B)+(C)

indicated in

Statement at

para (I)(a)

above}

Number

of

warrants

As a

%

total

numb

er of

warra

nts of

the

same

class

Number

of

converti

ble

securitie

s

held

%

w.r.t

total

numbe

r of

convert

ible

securiti

es

of the

same

class

Total

shares

(including

underlyin

g

shares

assuming

full

conversion

of

warrants

and

convertibl

e

securities)

as a

% of

diluted

share

capital

TOTAL 0 0 0 0 0 0 0

38

(II) (b) Statement showing Holding of Depository Receipts (DRs), where underlying shares

held by 'promoter / promoter group' are in excess of 1% of the total number of shares

Sr.

No.

Name of the DR

holder

Type of

outstanding

DR (ADRs,

GDRs, SDRs,

etc.

Number of

shares

underlying

outstanding

DRs

Shares underlying outstanding DRs

as a percentage of total number of

shares{i.e., Grand Total (A)+(B)+(C)

indicated in Statement at para (1) (a)

above}

Nil

39

Shareholding pattern as per clause 35 of the Listing Agreement as on date 31st December, 2014

Introductory sub-table (I)(a)

Name of the Company: SUNRISE SOYA PRODUCTS LIMITED

Scrip Code, Name of the scrip, class of security: 4974,SUNRISE SOYA; Equity

LIST OF SHAREHOLDERS AS ON 31.12.2014

Partly paid-up shares:-

No. of

partly paid-

up shares

As a % of total no.

of partly paid-up

shares


shares of the company



Total – D 0 0 0

Outstanding convertible securities:-

No. of

outstanding

securities

As a % of total no.

of outstanding

convertible

securities




of the convertible

securities



Total – E 0 0 0

Warrants:-

No. of

warrants

As a % of total

no. of warrants




of warrants



Total – F 0 0 0

Total paid-up capital of the

company, assuming full

conversion of warrants and

convertible securities

5,68,000

Shares of

Rs. 10/-

each

40

Statement Showing Shareholding Pattern

Table (I)(a)

Categ

ory

code

Category of

Shareholder

Number

of

Sharehol

ders

Total

number

of shares

Number

of shares

held in

demateri

alized

form

Total shareholding

as a percentage of

total number of

shares

Shares Pledged or

otherwise

encumbered

As a

percenta

ge

of(A+B)1

As a

percenta

ge of

(A+B+C)

Number

of shares

As a

percenta

ge

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)= (VIII)/ (IV)*100

(A) Shareholding of

Promoter and Promoter

Group2

1 Indian

(a) Individuals/HinduUndivided 4 45400 0 7.99 7.99 0 0.00

(b) Central Government/ State Government(s) 0 0 - 0.00 0.00 0 0.00

(c) Bodies Corporate 0 0 - 0.00 0.00 0 0.00

(d) Financial Institutions/ Banks 0 0 - 0.00 0.00 0 0.00

(e) Any Others(Specify) 0 0 - 0.00 0.00 0 0.00

Sub Total(A)(1) 4 45400 0 7.99 7.99 0 0.00

2 Foreign

A Individuals (Non-Residents Individuals/ Foreign Individuals) 0 0 0 0.00 0.00 0 0.00

B Bodies Corporate 0 0 0 0.00 0.00 0 0.00

C Institutions 0 0 0 0.00 0.00 0 0.00

D Any Others(Specify) 0 0 0 0.00 0.00 0 0.00

Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00

Total Shareholding of

Promoter and

Promoter Group (A)=

(A)(1)+(A)(2) 4 45400 0 7.99 7.99 0 0.00

(B) Public shareholding

1 Institutions

(a) Mutual Funds/ UTI 0 0 0 0.00 0.00 0 0.00

(b) Financial Institutions /

Banks 0 0 0 0.00 0.00 0 0.00

(c) Central Government/ State 0 0 0 0.00 0.00 0 0.00

41

Government(s)

(d) Venture Capital Funds 0 0 0 0.00 0.00 0 0.00

(e) Insurance Companies 0 0 0 0.00 0.00 0 0.00

(f) Foreign Institutional Investors 0 0 0 0.00 0.00 0 0.00

(g) Foreign Venture Capital Investors 0 0 0 0.00 0.00 0 0.00

(h) Any Other (specify) 0 0 0 0.00 0.00 0 0.00

Sub-Total (B)(1) 0 0 0 0.00 0.00 0 0.00

B 2 Non-institutions

(a) Bodies Corporate 6 59600 0 10.49 10.49 0 0.00

(b) Individuals

I

Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh

538

77000

0

13.56

13.55

0

0.00

II ii. Individual shareholders holding nominal share capital in excess of Rs.1 lakh. 34 386000 0 67.96 69.96 0 0.00

(c) Any Other (specify) 0 0 0 0.00 0.00 0 0.00

Sub-Total (B)(2) 578 522600 0 92.01 92.01 0 0

(B)

Total Public

Shareholding (B)=

(B)(1)+(B)(2) 578 522600 0 92.01 92.01 0 0

TOTAL (A)+(B) 582 568000 0 100.00 100.00 0 0

(C) Shares held by

Custodians and against

which Depository

Receipts have been issued

1 Promoter and Promoter Group

0 0 0 0 0.00 0 0.00

2 Public

Sub-Total (C ) 0 0 0 0 0 0 0

A

GRAND TOTAL

(A)+(B)+(C) 582 568000 0 100.00 100.00 0 0

42

1 (b) Statement showing holding of securities (including shares, warrants,

convertible securities) of persons belonging to the category “Promoter and

Promoter Group”

Details of

Shares held

Encumbered

shares (*)

Details of

warrants

Details of

convertib

le

securities

Total

shares

(including

underlying

shares

assuming

full

conversion

of warrants

and

convertible

securities)

as a % of

diluted

share

capital

Sr.

No.

Name of the

shareholder

Number

of

shares

held

As a %

of

grand

total

(A)

+(B)

+(C)

No. As a

percent

age

As a %

of

grand

total

(A)+(B

)+(C)

of sub-

clause

(I)(a )

No. of

warra

nts

held

As a %

total

no. of

warrant

s

of the

same

class

No. of

conver

tible

securiti

es

held

As a

%

total

no.of

conve

rtible

securi

ties

of the

same

class

(I) (II) (III) (IV) (V)

(VI)=

(V)/(III)

*100

(VII) (VIII) (IX) (X) (XI) (XII)

1 Virendra Jain 11,350 2.00 0 0.00 0.00 0 0.00 0 0.00 0

2 Priti Jain 11,350 2.00 0 0.00 0.00 0 0.00 0 0.00 0

3 Babita Jain 11,350 2.00 0 0.00 0.00 0 0.00 0 0.00 0

4 Surendra Kumar

Jain

11,350 2.00 0 0.00 0.00 0 0.00 0 0.00 0

TOTAL 45400 8.00 0 0 0 0 0 0 0 0.00

(*) The term “encumbrance” has the same meaning as assigned to it in

regulation 28(3) of the SAST Regulations, 2011

(I)(c)

(i)

Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging

to the category “Public” and holding more than 1% of the total number of shares

43

Details of

warrants

Details of

convertible

securities

Sr.

No.


of shares

held

Shares as

a % of

total no.

of shares

{i.e.,

Grand

Total

(A)+(B)+

(C)

indicated

in

Statement

at para

(I)(a)

above

No. of

warrants

held

As a %

total

no. of

warrant

s of the

same

class

No. of

conve

rtible

securi

ties

held

%

w.r.t

total

no. of

conver

tible

securit

ies of

the

same

class

Total

shares

(including

underlying

shares

assuming

full

conversion

of warrants

and

convertible

securities)

as a % of

diluted

share

capital

1 SUDHISH KUMAR VERMA 11450 2.02 0 0 0 0 2.02

2 UMESH AGARWAL 11450 2.00 0 0 0 0 2.00

3 VIJAY KUMAR RANA 11350 2.00 0 0 0 0 2.00

4 VINOD KUMAR 11350 2.00 0 0 0 0 2.00

5 PARMANAND CHAUBEY 11350 2.00 0 0 0 0 2.00

6 PAWAN KUMAR GUPTA 11350 2.00 0 0 0 0 2.00

7 PHOOL DEVI GHOSAL 11350 2.00 0 0 0 0 2.00

8 RAJENDRA KUMAR 11350 2.00 0 0 0 0 2.00

9 RAM SUNDER 11350 2.00 0 0 0 0 2.00

10 RAMESH KUMAR 11350 2.00 0 0 0 0 2.00

11 RAMESH KUMAR MUOLIA 11350 2.00 0 0 0 0 2.00

12 SANJAY AGARWAL 11350 2.00 0 0 0 0 2.00

13 SHWETA 11350 2.00 0 0 0 0 2.00

14 AJAY GARG 11350 2.00 0 0 0 0 2.00

15 ANIL KUMAR BANSAL 11350 2.00 0 0 0 0 2.00

16 ANIL PRAKASH 11350 2.00 0 0 0 0 2.00

17 ANUP VERMA 11350 2.00 0 0 0 0 2.00

18 AQUARIUS FINCAP & CREDITS

PVT. LTD.

11350 2.00 0 0 0 0 2.00

44

19 BAGH KOTHI INV. & FINANCE

PVT. LTD.

11350 2.00 0 0 0 0 2.00

20 DANVEER INVESTMENTS PVT.

LTD.

11350 2.00 0 0 0 0 2.00

21 GPN ASSOCIATES PVT. LTD. 11350 2.00 0 0 0 0 2.00

22 BALBIR SINGH 11350 2.00 0 0 0 0 2.00

23 BHARAT BHUSHAN 11350 2.00 0 0 0 0 2.00

24 BRIJESH SINGHAL 11350 2.00 0 0 0 0 2.00

25 DAYA SHANKAR 11350 2.00 0 0 0 0 2.00

26 DEEPAK KUMAR 11350 2.00 0 0 0 0 2.00

27 DEEPAK TYAGI 11350 2.00 0 0 0 0 2.00

28 DEEPU SINGH 11350 2.00 0 0 0 0 2.00

29 DINESH AGARWAL 11350 2.00 0 0 0 0 2.00

30 CHHAGAN LAL SHARMA 11350 2.00 0 0 0 0 2.00

31 JAI KISHAN 11350 2.00 0 0 0 0 2.00

32 KAMAL KUMAR 11350 2.00 0 0 0 0 2.00

33 KRISHAN KUMAR 11350 2.00 0 0 0 0 2.00

34 LOVELY KUMARI 11350 2.00 0 0 0 0 2.00

35 MEHAK ARORA 11350 2.00 0 0 0 0 2.00

36 MUKESH SAH 11350 2.00 0 0 0 0 2.00

37 NAVEEN KUMAR 11350 2.00 0 0 0 0 2.00

38 Niranjan Kumar Sharma 11350 2.00 0 0 0 0 2.00

39 MANISH KR. MODI 8600 1.51 0 0 0 0 1.51

40 HIBISCUS HOLDINGS PVT.

LTD.

7100 1.25 0 0 0 0 1.25

41 NANDI MERCANTILES PVT.

LTD.

7100 1.25 0 0 0 0 1.25

TOTAL 454,200 79.96 0 0 0 0 79.96

45

(I)(d)

Statement showing details of locked-in shares

Sr.

No.


of locked-

in shares

Locked-in shares as a percentage of total

number of shares {i.e., Grand Total

(A)+(B)+(C) indicated in Statement at

para (I)(a) above}

NIL

(II) (a) Statement showing details of Depository receipts (DRs)

Sr.

No.

Type of outstanding DR

(ADRs, GDRs, SDRs,

etc.)

Number of

outstanding

DRs

Shares underlying outstanding DRs as a

percentage of total number of shares {i.e., Grand Total

(A)+(B)+(C) indicated in Statement at para (1)(a)

above}

NIL

(II) (b) Statement showing Holding of Depository Receipts (DRs), where underlying shares

held by 'promoter / promoter group' are in excess of 1% of the total number of shares

(I)(c)

(ii)

Statement showing holding of securities (including shares, warrants, convertible

securities) of persons (together with PAC) belonging to the category “Public” and holding

more than 5% of the total number of shares of the company

Details of warrants Details of

convertible

securities

Sr.

No.

Name(s) of the

shareholder(s)

and

the Persons

Acting in

Concert (PAC)

with

them

Number

of

shares

Shares as a

percentage of

total number

of shares

{i.e., Grand

Total

(A)+(B)+(C)

indicated in

Statement at

para (I)(a)

above}

Number

of

warrant

s

As a

%

total

numb

er of

warra

nts of

the

same

class

Number

of

converti

ble

securitie

s

held

% w.r.t

total

number

of

convertib

le

securities

of the

same

class

Total shares

(including

underlying

shares

assuming

full

conversion

of

warrants

and

convertible

securities) as

a

% of diluted

share capital

NIL

46

Sr.

No.

Name of the DR

holder

Type of

outstanding

DR (ADRs,

GDRs, SDRs,

etc.

Number of

shares

underlying

outstanding

DRs

Shares underlying outstanding DRs

as a percentage of total number of shares{i.e.,

Grand Total (A)+(B)+(C) indicated in

Statement at para (1) (a) above}

Nil

47

LIST OF TOP 10 SHAREHOLDERS AS ON 31.03.2015

Sr.

No. Name of the Shareholder No. of Shares % of Shares

1 Sudhish Kumar Verma 11450 2.02

2 Umesh Agarwal 11350 2.00

3 Vijay Kumar Rana 11350 2.00

4 Vinod Kumar 11350 2.00

5 Priti Jain 11350 2.00

6 Surendra Kumar Jain 11350 2.00

7 Virendra Jain 11350 2.00

8 Parmanand Chaubey 11350 2.00

9 Pawan Kumar Gupta 11350 2.00

10 Phool Devi Ghosal 11350 2.00

Disclosures:

1. No dividend and Cash Bonus has been paid during the last 10 years. 2. T he Company has not entered into any agreements (including agreements for technical advice

and collaboration), concessions and similar other documents (except those entered into in the

ordinary course of business carried on or intended to be carried on by the company).

3. No commission, brokerage, discount or other special terms including an option for the issue of

any kind of securities has been granted to any person.

4. T h ere are no outstanding warrants which are pending for conversion.

48

Authority for Secondary Listing with MCX SX

Our Board of Directors has approved the Secondary Listing pursuant to resolution passed at their meeting held

on 16th May, 2015.

Prohibition by SEBI or Other Governmental Authorities Our Company and natural persons in control, Directors, and Group Companies, have not been prohibited from accessing or operating in capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI or any other regulatory or governmental authority. There has been no regulatory action taken or penalty imposed by any regulator against our Company. The companies, with which Directors or persons in control of our Company are associated as promoter, directors or persons in control have not been prohibited from accessing in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority. There has been no action taken by SEBI against any entity belonging to the Group Companies.

No action has been taken by SEBI against our Directors or any entity our Directors are involved with as promoters or directors. None of the entities that our Directors are associated with, which are engaged in securities market related business and are registered with SEBI.

Prohibition by RBI

Neither our Company nor our Directors have been identified as willful defaulters by the RBI or any other governmental authority. There are no violations of securities laws committed by them in the past or are pending against them.

Declaration under the Companies Act

We are in compliance with the provisions of the Companies Act, and nothing in this prospectus is contrary to the provisions of the Companies Act, SCRA, SEBI Act, and the rules and regulations made thereunder.

Filing

Copies of this Information Memorandum has been filed with Metropolitan Stock Exchange of India Limited (MSXI) formerly known as MCX- SX Stock Exchange Limited (MCX-SX) in due compliance.

SECTION VII - OTHER REGULATORY AND STATUTORY DISCLOSURES

49

Listing

The Equity Shares of the Company are listed on Delhi Stock Exchange Limited (DSE). Now the

Equity Shares of the Company shall be admitted for direct listing on METROPOLITAN

STOCK EXCHANGE OF INDIA LIMITED (MSXI) formerly known as MCX- SX Stock Exchange

Limited (MCX-SX) subject to fulfillment of listing criteria of direct listing of MSXI and also

subject to such other terms and conditions as may be prescribed by MSXI at the time of the

application by the Company seeking listing.

Consents

The written consents of Directors, Auditors, Registrar of the Company and Bankers to the

Company to act in their respective capacities have been obtained and such consents have not been withdrawn up to the time of delivery of this Information Memorandum with the Stock Exchange.

To the best of our knowledge, there are no other consents required for making the listing of the Company on MSXI However, should the need arise, necessary consents shall be obtained by us.

De-mat Credit

The Company has appointed BIGSHARE SERVICES PVT. LTD. as its Register and Share Transfer Agent. The Company has entered into agreements with NSDL and CDSL for

dematerialisation of the Equity Shares. The ISIN of the company is INE137S01014.

General Disclaimer from the Company

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

Memorandum or any other material issued by or at the instance of the Company and anyone

placing reliance on any other source of information would be doing so at his or her own risk. All

information shall be made available by the Company to the public and investors at large and no

selective or additional information would be available for a section of the investors in any manner.

Disclaimer Clause of MSXI As required, a copy of this Information Memorandum is being submitted to The Metropolitan Stock Exchange Of India Limited (MSXI) formerly known as MCX- SX Stock Exchange Limited (MCX-SX). The MSXI 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 MSXI; or •take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company; and it should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by the MSXI. Every person who desires to acquire any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the MSXI whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription /acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.

50

Brief History of our Company Our Company was incorporated as “Sunrise Soya Products Limited” on June 21, 1985 under the Companies Act, 1956 with the Registrar of Companies, Delhi & Haryana and the Company has obtained Certificate of Commencement of Business on June 26, 1985. The Corporate Identification Number (CIN) of the Company is L01111DL1985PLC021270.

Situation of Registered Office 555- Double Storey, New Rajinder Nagar, New Delhi- 110060 Main Objects of the Company

1. To carry on the business of manufacturers, assemblers, miners, shippers, moulders, holders,

stockiest, distributors, buyers, sellers, Importers, exporters, agents, dealers and suppliers of the thermoplast and fibre glass, PVc and plastic products of all kinds, roofing and building materials of all kinds, agricultural, sea and food products, fertilizers, iron and steel and its all types of products, metals, minerals and its products, engineering goods, components, dyes, chemicals, pharmaceuticals, pigments, papers, cements, plastic leather goods, handicrafts, processed foods, vegetables, fruits, dry-fruits, oil and cakes baby foods, milk and products thereof, dairies and its products, transport and handling agents, order suppliers, departmental stores, tobacco and tobacco products, cigarettes, jute and its products, hessian, textile including cotton, woolen, art silk, natural silk, readymade garments, hosiery, synthetics fiber and fabric and mixed fabrics, surgical, electronics and surveying equipment and instruments, radar equipments Computers, dry and inert cells, electrical goods and equipment, lamps, tubes, electronics industry, automobile and aeronautical industry, cable and plastic industry, furniture, musical items and toys, ceramics and refractories, glass, soap, cosmetics, publishers, stationers and all types of commodities, merchandise and goods and to act as sellers, purchasers and dealers of licenses, release orders, permits, quotas and to enter into all sorts of agreements relating to the above and all other types of commodities and merchandise.

2. To hold, purchase, sale or otherwise deal acquired and ,flats ,multistoried complexes, houses, bunglows, orchards, shopping arcades, parking places, suites, quarters, apartments, farms and farmhouses, buildings, sheds and other fixtures and conveniences, commercial industrial and residential, and to let them out on hire- purchase, rent, contract or any other agreement as may be deemed fit or to buy and sell lands, houses, apartments to any person on terms and conditions as may deemed fit or to hold, maintain, sell, allot houses, apartments, sheds or buildings thereof to the shareholders, or any other person; to carry on the business of contractors, decorators, furnishers, agriculturists, horticulturists, colonizers, engineers, architects, wood-workers, paviours, surveyors, bricks and tile makers, lime burners, house and estate agents, forming/becoming members of societies to enter into partnership, sub-partnership, co-partnership, joint ventures and hire purchase agreements.

3. To carry on all or any of the business of financiers not amounting to banking business by way of

loaning, lending and advancing money, to industrials, individuals, commercials and other enterprises.

4. To carry on the business of agents commission agents, stockiest, distributors, engineers, brokers,

factors, consultants, turn-key projects, representative, middlemen, jewellary, property, precious/semi-precious articles and stones, diamonds, silver, bullion, gold, ornaments, antiques, utensils, gems, valuables, precious metals, pearls, coins, cups metals, shields, cutlery, presents and gifts.

Promoter

For details, please see the chapter entitled, “Our Promoter and Promoter Group” on page no.55 of this

Information Memorandum.

SECTION VIII - ABOUT THE COMPANY

51

Statutory Auditor

RDAK & ASSSOCIATES was the Auditor of the Company upto the financial year 2013-2014. The new

statutory auditor, Mr. Sumit Arora, has been appointed with effect from 30th of December, 2014.

Capital raising activities

For details regarding our equity capital, please see the chapter entitled “Capital Structure” on page no. 29

respectively, of this Information Memorandum.

Major events

Year Event

1985 Incorporation of the Company

1986 Listed on The Delhi Stock Exchange Limited

2015 Company entered into Tripartite Agreement for Dematerialization of Shares

Joint Ventures

The company has not entered into any Joint Ventures.

Time and Cost Overruns The nature of our Company’s business does not include implementation of projects and therefore our Company believes there have been no time and cost overruns in the implementation of our projects.

Lock-out, Strikes etc.

There have been no lock-outs, strikes etc. during the last five years preceding the date of this Information Memorandum.

Subsidiaries

The Company does not have any subsidiaries and company is not subsidiary of any company as on date of this Information Memorandum. Acquisitions of business / undertakings

Our Company has neither acquired any entity nor been involved in any scheme of arrangement.

Material Contracts There are no material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents (except those entered into in the ordinary course of business carried on or intended to be carried on by the company), executed or entered into by the Company.

52

OUR MANAGEMENT

Board of Directors

Sunrise Soya Products Limited is a professionally managed company. The overall management is vested

in the Board of Directors, comprised of qualified and experienced persons. We currently have four

Directors on our Board out of which 1 is Non Independent – Executive Director and one Non

Independent – Non Executive Director is and the other 2 are Non-executive Independent Directors.

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

(In

years)

Date of

Appointment as

Director

Address

MRS. BABITA JAIN

Designation: Managing Director

Nationality: Indian PAN: AGNPJ6077B

DIN: 00560562

36 03-02-2014 555 , Double Story Market, New Rajinder Nagar, New Delhi- 110060

MR. VIRENDRA JAIN

Designation: Director

Nationality: Indian PAN: AAGPJ3319P

DIN: 00530078

39 30-03-2011 555 , Double Story Market, New Rajinder Nagar, New Delhi- 110060

MR. DEEPU SINGH

Designation: Director

Nationality: Indian PAN: EVNPS1878A

DIN: 06786614

28 03-02-2014 63/12A, Rama Road, Karampura, Ramesh Nagar H.O., West Delhi- 110015

MR. ANIL Designation: Additional Director Nationality: Indian PAN: BNYPA3972M

DIN: 07041162

34 15-12-2014 114, Dhikanada Bas Rabbudi,

Rajgarh Dist Churu, Rajasthan, 331001

53

BRIEF PROFILES OF THE DIRECTORS

MR. BABITA JAIN

Date of Birth 17/10/1978

Father’s Name Sampat Mal Baid

DIN 00560562

PAN No. AGNPJ6077B

Address 555 , Double Story Market, New Rajinder Nagar, New Delhi- 110060

Brief Description of the Business, Work

Profile & Experience

She is Non-Executive Director of our

Company. She holds a Graduation Degree

from Rajasthan University. She joined the

management team in the year 03.02.2014.

She has vast Knowledge and Experience in

the field of Accounts. Finance, Taxation,

Financial Management etc. She is devoting

time in various social religious &

charitable activities.

Date of Joining 03-02-2014

MR. VIRENDRA JAIN


Father’s Name Jiwan Mal Jain

DIN 00530078

PAN No. AAGPJ3319P

Address 555 , Double Story Market, New Rajinder Nagar, New Delhi- 110060



He is Non Executive Non Independent

Director of our Company. He holds a

Graduation Degree from Rajasthan

University. He joined the management

team in the year 30-03-2011.


MR. DEEPU SINGH


Father’s Name Munna Singh

DIN 06786614

PAN No. EVNPS1878A

Address 63/12A, Rama Road, Karampura, Ramesh Nagar H.O., West Delhi- 110015



He is Independent Director of the

Company. He is a graduate and has

knowledge of finance industry. He posses

3 years of experience.


54

MR. ANIL


Father’s Name Om Prakash

DIN 07041162

PAN No. BNYPA3972M

Address 114, Dhikanada Bas Rabbudi, Rajgarh Dist Churu, Rajasthan, 331001



He is Independent Director of our

Company. He is graduate and joined the

management team on 15.12.2014 and has

vast Knowledge and Experience in the

field of Marketing and Finance.


Service Agreements with Directors

Our Company has not entered into any services contracts with any of our Directors for providing any

benefit upon termination of employment.

Remuneration to Managing Directors and Non-Executive Directors

Except as disclosed in this Information Memorandum, none of the beneficiaries of loans, advances and

sundry debtors are related to our Directors. No sitting fee has been paid to the Directors of our Company in

the earlier financial years.

Shareholding of Directors

Except as stated below, none of our Directors hold any Equity Shares as on the date of this Information

Memorandum.

Sr.

No.

Name No. of Shares % of Shares

1. Virendra Jain 11350 2.00

2. Babita Jain 11350 2.00 3. Deepu Singh 11350 2.00

4. Anil - -

TOTAL 34050 6.00

55

Corporate Governance

Company’s Philosophy on Code of Governance

The Company’s philosophy of Corporate Governance aims at establishing and practicing a system of good corporate governance which will assist the management in managing the Company’s business in an efficient and transparent manner in all facets of its operations and in its interaction with stakeholders namely :- � Shareholders: as providers of risk capital, to provide them a reasonable return and enhance

shareholder value;

� Customers: to provide adequate customer service focusing the activities on customer expectations and meeting them.

� Employees: to promote development and well-being

� Society: to maintain company’s economic viability as producer of goods and services and

� Other stakeholders: fulfilling the obligations towards other stakeholders namely government,

suppliers, creditors, etc.

Clause 49 of the Listing Agreement with Stock Exchange sets up norms and disclosures that are to be met by the Company on Corporate Governance front. We confirm our compliance with Corporate Governance criteria, as required under the said clause, is set out below. Committees of the Board

The Board has constituted committees of Directors, including,

(i) Audit Committee,

(ii) Remuneration Committee,

(iii) Share holders/Investor’s Grievance Committee,

The details of these committees as set out below:

Audit Committee

The members of the Audit Committee are:

1. Mr. Deepu Singh –Chairman of the Committee; 2. Mr. Anil – Member of the Committee; 3. Mrs. Babita Jain– Member of the Committee;

The Members of the Audit Committee are eminent professional and financially literate. One member has expertise in the field of Taxation, Accounting and Corporate Laws. The Audit Committee meetings are held at the Registered Office and are attended by the Internal Auditors and the Finance Head. A representative of the Statutory Auditors is invited, as required. The Director acts as the Secretary of the Audit Committee. The Chairman of the Audit Committee is an Independent director and was present at the last Annual General Meeting of the Company. The broad terms of reference of the Audit Committee are as follows:

56

� Review of the Company’s financial reporting process, and its financial statements; � Review of accounting and financial policies and practices; � Review of the internal control and internal audit system; � Review of risk management policies and practices; � Discussing with Statutory Auditors before the audit commences on the nature and scope of audit,

as well as having post audit discussion to ascertain any area of concern; � Review of related party transactions; � Review of process laid down for risk assessment and minimization procedure.

Remuneration Committee

The members of the Remuneration Committee are:

1. Mr. Deepu Singh – Chairman of the Committee; 2. Mr. Anil – Member of the Committee; 3. Mrs. Babita Jain – Member of the Committee;

The Committee decides remuneration policy of the Company. It also reviews from time to time the overall Remuneration structure and related policies with a view to attract, motivate and retain employees.

Stakeholders Relationship / Investor’s Grievance Committee

The members of the Share holders/Investor’s Grievance Committee are:

1. Mr. Deepu Singh – Chairman of the Committee; 2. Mr. Anil – Member of the Committee; 3. Mrs. Babita Jain – Member of the Committee;

The Committee resolves Complaints like transfer of shares, non-receipt of Annual Reports etc., as received from the Investors and provide information to the Board of Directors of the Company.

57

OUR PROMOTER AND PROMOTER GROUP

The Company is promoted by:

Name Virendra Jain

PAN AAGPJ3319P

DIN 00530078


Name Babita Jain

PAN AGNPJ6077B

DIN 00560562


Name Priti Jain

PAN AAKPJ4836F

DIN 00537234


Name Surendra Kumar Jain

PAN AAHPJ8940K

DIN 00530035


RELATED PARTY TRANSACTIONS

For details of the related party disclosures, as per the requirements under Accounting Standard 18

“Related Party Disclosures” issued by the Institute of Chartered Accountants in India and as reported in

the restated financial information, please see the chapter entitled “Financial Statements of our Company”

on page no.56 of this Information Memorandum.

58

SECTION IX - FINANCIAL INFORMATION

74

SECTION X - OUTSTANDING LITIGATIONS

Except as stated herein, there are no outstanding or pending litigation, suits, civil prosecution, criminal proceedings or tax liabilities against our Company, our Directors and Group Companies and there are no defaults, non-payment of statutory dues, over dues to banks and financial institutions, defaults against bank and financial institutions and there are no outstanding debentures, bonds, fixed deposits or preference shares issued by our Company; no default in creation of full security as per the terms of the issue, no proceedings initiated for economic or other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (I) of Part I of Schedule XIII of the Companies Act, 1956), and no disciplinary action has been taken by SEBI or any stock exchanges against Our Directors or Group Companies.

I. CASES FILED BY OUR COMPANY Civil Cases There are no civil proceedings filed by our Company. Criminal Cases There are no criminal proceedings filed by our Company.

II. Outstanding litigations of involving the Promoters/ Promoter Companies/ directors of Promoter Companies and Group Companies:

(A) All pending litigations in which the Promoters/ Promoter Companies/ directors of Promoter Companies are involved NIL

(B) All pending litigations in which the Group Companies/ directors of Group Companies are involved. NIL

(C) List of all defaults to the financial institutions or banks by Promoters/ Promoter Companies/ directors of Promoter Companies. NIL

(D) List of all defaults to the financial institutions or banks by Group Companies/ directors of Group Companies. NIL

(E) List of all non-payment of statutory dues by Promoters/ Promoter Companies/ directors of Promoter Companies. NIL

(F) List of all non-payment of statutory dues by Group Companies/ directors of Group Companies. NIL

(G) List of all dues towards instrument holders such as debt instrument holders, fixed deposits and arrears on cumulative preference shares by Promoters/ Promoter Companies/ directors of Promoter Companies. NIL

75

(H) List of all dues towards instrument holders such as debt instrument holders, fixed deposits and arrears on cumulative preference shares by Group Companies/ directors of Group Companies. NIL

(I) List of proceedings initiated for economic offences or civil offences (including the past cases, if found guilty) by Promoters/ Promoter Companies/ directors of Promoter Companies. NIL

(J) List of proceedings initiated for economic offences or civil offences (including the past cases, if found guilty) by Group Companies/ directors of Group Companies. NIL

(K) List of all disciplinary action taken by SEBI or recognised stock exchanges against the Promoters/ Promoter Companies/ directors of Promoter Companies. NIL

(L) List of all disciplinary action taken by SEBI or recognised stock exchanges against the Group Companies/

directors of Group Companies.

NIL (M) List of cases of pending litigations, defaults, etc. in respect of group companies with which the Promoters/

Promoter Companies/ directors of Promoter Companies, were associated in the past but are no longer associated, in case their name(s) continue to be associated with the particular litigation(s).

NIL

(N) List of past and present litigations/ defaults/ over dues or labour problems/ closure etc., faced by the Group Companies. NIL

(O) All the litigations against the Promoters/ Promoter Companies/ directors of Promoter Companies involving

violation of statutory regulations.

NIL (P) All the litigations against the Group Companies/ directors of Group Companies involving violation of

statutory regulations.

NIL

(Q) All the litigations against the Promoters/ Promoter Companies/ directors of Promoter Companies alleging criminal offence. NIL

(R) All the litigations against the Group Companies/ directors of Group Companies alleging criminal offence.

NIL (S) List of adverse findings, if any, in respect of the persons/entities connected with our Company/ Promoters/

Promoter Companies/ directors of Promoter Companies/ Group Companies/ directors of Group Companies as regards compliance with the securities laws.

NIL

76

SECTION XI- LICENSE & GOVERNMENT APPROVALS The Company has received the necessary consents, licenses, permissions and approvals from the Government of

India and various governmental agencies required for the present business (as applicable on date of this

Information Memorandum and except as mentioned below, no further approvals are required for carrying on the

existing business and expansion plans. It must be distinctly understood that, in granting these approvals, the

Government of India does not take any responsibility for the Company financial soundness or for the correctness of

any of the statements made or opinions expressed in this behalf.

In view of the approvals already obtained, the Company can undertake this Issue and the current/ proposed business

activities and no further major approvals from any governmental or regulatory authority or any other entity are

required to undertake the Issue or continue the business activities, except the pending approvals mentioned below.

Unless otherwise stated, these approvals are all valid as of the date of this Information Memorandum. The following

statement sets out the details of licenses, permissions and approvals taken by the Company under various central

and state laws for carrying out its business.

I. Approvals In Relation To Our Company’s Incorporation and business

Sl. No.

Particulars of License / Registration Approval

Name of Issuing Authority

Date of Issue and approval

No./ Registration No.

1.

Certificate of Incorporation issued under

the Companies Act, 1956

Registrar of Companies West Bengal

21st June, 1985

2.

CIN Registrar of Companies, Delhi & Haryana - II

L01111DL1985PLC021270

3.

Permanent Account Number Income Tax Dept. AAACS0949M

4.

TAN Account Number Income Tax Dept. DELS55384A

5.

Certificate of Registration under Delhi

Stock Exchange Limited

The Delhi Stock Exchange

Limited

05th May, 1986

II. Approvals for the Listing

Our Board of Directors has approved the Direct Listing pursuant to resolution passed at their

meeting held on 16th May, 2015.

77

SECTION XII- PURPOSE OF LISTING

The entire Equity Share Capital of the Company is currently listed at Delhi Stock Exchange Limited

(DSE). However, since no trading platform is available on any of the mentioned stock exchanges, the

trading of the securities of the Company is not carried out in these stock exchanges. Since Metropolitan

Stock Exchange Of India Limited (MSXI) formerly known as MCX- SX Stock Exchange Limited (MCX-

SX) is providing a host of services, Metropolitan Stock Exchange Of India Limited (MSXI) formerly

known as MCX- SX Stock Exchange Limited (MCX-SX) will provide the members of the Company,

investors and/or traders, the facility to trade in the shares of the company, better liquidity of funds, help in

mobilizing savings for economic development as well as protect the investors interest by ensuring full

disclosures. Further considering the followings benefits of listing, the Management has got motivated to get

the securities of the Company listed on Metropolitan Stock Exchange Of India Limited (MSXI) formerly

known as MCX- SX Stock Exchange Limited (MCX-SX) :-

a.) Fund Raising and exit route to investors:

Listing provides an opportunity to the Corporate / entrepreneurs to raise capital to fund new

projects/undertake expansions/diversifications and for acquisitions. Listing also provides an exit route to

private equity investors as well as liquidity to the ESOP-holding employees.

b.) Ready Marketability of Security:

Listing brings in liquidity and ready marketability of securities on a continuous basis adding prestige and

importance to listed companies.

c.) Ability to raise further capital:

An initial listing increases a company's ability to raise further capital through various routes like

preferential issue, rights issue, Qualified Institutional Placements and ADRs/GDRs/FCCBs, and in the

process attract a wide and varied body of institutional and professional investors.

d.) Supervision and Control of Trading in Securities:

The transactions in listed securities are required to be carried uniformly as per the rules and byelaws of the

exchange. All transactions in securities are monitored by the regulatory mechanisms of the stock

exchange, preventing unfair trade practices. It improves the confidence of small investors and protects

them.

e.) Fair Price for the Securities:

The prices are publicly arrived at on the basis of demand and supply; the stock exchange quotations are generally reflective of the real value of the security. Thus listing helps generate an independent valuation of the company by the market.

78

f.) Timely Disclosure of Corporate Information: The listing agreement signed with the exchange provides for timely disclosure of information relating to dividend, bonus and right issues, book closure, facilities for transfer, company related information etc by the company. Thus providing more transparency and building investor confidence. g.) Collateral Value of Securities: Listed securities are acceptable to lenders as collateral for credit facilities. A listed company can also borrow from financial institutions easily as it is rated favorably by lenders of capital; the company can also raise additional funds from the public through the new issue market with a greater degree of assurance.

h.) Better Corporate Practice: Since the violation of the listing agreement entails the de-listing/suspension of securities from the rings of the exchange, the listed companies are expected to follow fair practices to the advantage of investors and public. i.) Benefits to the Public: The data daily culled out by the stock exchange in the form of price quotations and others; provide valuable information to the public which can be used for project and research studies. The stock exchange prices can be an index of the state of the economy. Financial institutions, NRIs, individual investor’s etc. can take wise decisions before making investments.

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SECTION XIII – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following contracts which have been entered or are to be entered into by our Company

(not being contracts entered into in the ordinary course of business carried on by our Company or

contracts entered into more than two years before the date of this Information Memorandum) which are

or may be deemed material have been attached to the copy of the Information Memorandum delivered to

the ROC for registration. Copies of the above mentioned contracts and also the documents for inspection

referred to hereunder, may be inspected at the Registered Office between 10:00 a.m. and 04:00 p.m. on

all Working Days.

1. Certificate of Incorporation of the Company.

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

3. Copies of Annual Report of the Company for the last five financial years ended 31st March

2014, 2013, 2012, 2011 and 2010.

4. Copy of Board Resolution for approval of Secondary Listing dated May 16, 2015.

5. Agreement among NSDL, our Company and the Registrar to the Issue dated 6, February, 2015.

6. Agreement among CDSL, our Company and the Registrar to the Issue dated 31, March, 2015.

Any of the contracts or documents mentioned in this 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 and other relevant statutes.

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DECLARATION

All relevant provisions of the Companies Act, 1956 and Companies Act, 2013 and the guidelines

issued by the Government of India or the regulations issued by Securities and Exchange Board of

India, applicable, as the case may be, have been complied with and no statement made in this

Information Memorandum is contrary to the provisions of the Companies Act, 1956 and Companies

Act, 2013 the Securities and Exchange Board of India Act, 1992 or the rules made or guidelines or

regulations issued there under, as the case may be, and that all approvals and permissions

required to carry on the business of the Company have been obtained, are currently valid and have

been complied with. We further certify that all the statements in this Information Memorandum are

true and correct.

SIGNED ON BEHALF OF THE BOARD OF DIRECTORS

For SUNRISE SOYA PRODUCTS LIMITED

_____________________________

Mrs. Babita Jain

Chairman & Managing Director (DIN: 00560562)

Date: 16.05.2015

Place: New Delhi

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