memorandum- scintilla commercial & credit ltd. 7 risk factors internal risk factors ••••...

Information Memorandum- Scintilla Commercial & Credit Ltd.

6

SEBI The Securities and Exchange Board of India

SEBI Act The Securities and Exchange Board of India Act, 1992

SEBI (SAST)

Regulations, 2011

“SEBI (SAST) Regulations, 2011 means Securities and

Exchange Board of India (Substantial Acquisition of Shares

and Takeovers) Regulations, 2011 read with amendments

issued subsequent to that date.”

In the Information Memorandum all reference to ‘Rs.’ Refer to Rupees, the lawful

currency of India, reference to one gender also refers to another gender and the word

‘Lakh’ or ’Lac’ means ‘one hundred thousand’ and the word ‘million’ means ‘Ten Lacs’

and the word ‘Crore’ means ‘Ten Million’.


7

RISK FACTORS

INTERNAL RISK FACTORS

•••• Our Company’s investments include unquoted investments which involve a

degree of risk and such investments will not be adequately reflected in our

Company’s financial statements.

A major portion of our Company’s investments is in companies which are not listed on

any stock exchange in India. Our Company’s ability to dispose of such unquoted

investments may be constrained due to several factors such as appropriate valuation of

such investments and if required completing an initial public offering thereof. In view of

the inherent uncertainty in valuations of unquoted assets, the determination of fair

value of such investments may differ considerably from the value that would be

assessed if a ready market for such unquoted investments existed. Our Company may

not be able to liquidate its unquoted investments at their fair market value. These risks

will further increase if for any reason our Company is urgently required to liquidate any

investment. Our Company is required by accounting policies as per the Accounting

Standards issued by ICAI, subject to limited exceptions, to record the unquoted

investments at their book values. Therefore, our Company’s financial statements may

not reflect the fair market value of such investments.

•••• Our Company’s revenue and operating results will be influenced by factors

affecting the companies or funds in which it has invested.

Presently, our Company’s revenue is partly dependent on sale of its investments. The

profitability of our Company’s investments is, therefore, dependent on the factors

affecting the companies in which it has invested or the performance of entities in which

investments have been made. The companies in which our Company has invested may

experience decreased revenues, financial losses, difficulty in obtaining access to

financing and increased funding costs owing to difficult market conditions, slowdowns

in a particular sector or other factors beyond our company’s control. Any decline in the

profitability of these companies or the performance of entities, in which our Company

has invested, would directly affect our Company’s revenue.

•••• Any changes made by RBI in the regulations governing NBFC could have an

adverse effect on our business

In terms of Section 45-IA of the RBI Act, 1934, it is mandatory that every NBFC should

be registered with RBI to commence or carry on any business of non-banking financial

institution as defined in clause (a) of Section 45 I of the RBI Act, 1934. NBFCs are

governed under the rules laid down by RBI and any change in the laws including those

recommended by the Working Group constituted to review the existing regulatory and

supervisory framework of non-banking finance companies (NBFCs) and others, which

may change the current regime of regulations governing NBFC’s and any such adverse


8

change could affect our business operations and as a result, affect our financial

conditions.

• The company is dependent upon the expertise of its Promoter and key

management for its future performance and the loss of any such person could

harm the business.

Our success largely depends on the continued services and performance of our

management and other key personnel. The loss of service of the Promoters and other

senior management could seriously impair the ability to continue to manage and

expand the business efficiently. Further, the loss of any of the senior management or

other key personnel may adversely affect the operations, finances and profitability of

our Company. Any failure or inability of our Company to efficiently retain and manage

its human resources would adversely affect our ability to implement new projects and

expand our business.

EXTERNAL RISK FACTORS

• All of our revenue is derived from business in India and a decrease in

economic growth in India could cause our business to suffer.

We derive all of our revenue from our operations in India and, consequently, our

performance and the quality and growth of our business are dependent on the health of

the economy of India. However, the Indian economy may be adversely affected by

factors such as adverse changes in liberalization policies, social disturbances, terrorist

attacks and other acts of violence or war, natural calamities or interest rates changes,

which may also affect the microfinance industry. Any such factor may contribute to a

decrease in economic growth in India which could adversely impact our business and

financial performance.

• Changing laws, rules and regulations and legal uncertainties, including

adverse application of tax laws and regulations, may adversely affect our

business and financial performance.

Change in Government Policy, Change in interest rate, revision of duty structure, Change

in tax law, change in environmental regulation and emission norms etc may have an

adverse impact on the profitability of our Company. Due to competitive nature of the

market, the cost increase due to these changes may not be passed to the customers.

• We are subject to fluctuations in interest rates and other market risks, which

may materially and adversely affect our financial condition and results of

operations.

Our business substantially depends on interest income from operations. Market risk

refers to the probability of variations in our interest income or in the market value of

our assets and liabilities due to interest rate volatility. Changes in interest rates affect

our interest income and the volume of loans we issue. Increases in short-term interest


9

rates could increase our cost of borrowing and adversely affect our profitability. When

interest rates rise, we must pay higher interest on our borrowings while interest earned

on our assets does not rise as quickly because our loans are issued at fixed interest

rates. Interest rate increases could result in adverse changes in our interest income,

reducing our growth rate and the value of our financial assets. The market value of a

security with a fixed interest rate generally decreases when the prevailing interest rates

rise, which may have an adverse effect on our earnings and financial condition. In

addition, we may incur costs (which, in turn, will impact our results) as we implement

strategies to reduce future interest rate exposure. The market value of an obligation

with a floating interest rate can be adversely affected when interest rates increase.

Increases in interest rates may reduce gains or require us to record losses on sales of

our loans and, as a result, adversely affect our financial condition

• 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.


10

GENERAL INFORMATION

Our History and Background

Our Company was incorporated on January 29, 1990, as “SCINTILLA COMMERCIAL &

CREDIT PRIVATE LIMITED” under the provisions of the Companies Act, 1956 with the

Registrar of Companies, West Bengal. Subsequently, our Company was converted into a

Public Limited Company and the name of our Company was changed to “SCINTILLA

COMMERCIAL & CREDIT LIMITED” vide a fresh certificate of Incorporation dated

March 27, 1996, issued by the Registrar of Companies, West Bengal.

The Corporate Identification Number of our Company is L65191WB1990PLC048276.

The Registered Office of the Company is situated at Mercantile Building, Block-E, 2nd

Floor, 9/12, Lalbazar Street, Kolkata, West Bengal - 700001.

Now the Equity Shares of the Company i.e. Scintilla Commercial & Credit Limited

shall be admitted to trading on BSE. Such admission for trading will be subject to

fulfillment by the Company of listing criteria of BSE for such issues and also subject to

such other terms and conditions as may be prescribed by BSE at the time of the

application by the Company seeking listing.

Eligibility Criterion

Our Company is submitting its Information Memorandum, containing information about

itself, making disclosures in line with the disclosure requirement for listing through

Direct Listing, applicable, to BSE for making the said Information Memorandum available to public through their website viz. www.bseindia.com

Also the Company has made the said Information Memorandum available on its website viz. www.scintilla.co.in

Prohibition by SEBI

Our Company, its Directors, its Promoters, other Companies promoted by the our

promoters and companies with which the Company’s directors are associated as

directors have not been prohibited from accessing the capital markets under any order

or direction passed by SEBI.

Disclaimer Clause of BSE

As required, a copy of this Information Memorandum is being submitted to BSE Limited.

The BSE does not in any manner:


11

• 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 BSE; 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 BSE. 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 BSE 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.

Filing

This Information Memorandum has been filed with BSE in due compliance.

Listing

An application has been made to BSE for enlistment and permission to deal in the

existing Equity Shares of the Company

General Disclaimer from the Company

Our 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.

Demat Credit

Our Company has executed Agreements with NSDL and CDSL for its securities in Demat

form. Tripartite agreements have been signed between the Company, the Registrar and

CDSL and NSDL.

The ISIN allotted to the Company is INE892C01018


12

Details of PAN & TAN of the Company:

Name of the company PAN of the company TAN of the company

Scintilla Commercial & Credit

Limited

AAECS5064R CALS23701G

In case of any queries / clarifications, the under-mentioned official may be

contacted:

Name Mr. Jitendra Kumar Goyal

Designation Managing Director

Contact No +91 9831060841

Email - id [email protected]

Statutory Auditors:

S.K. Rungta & Co.,

Address: 1, Jagmohan Mullick Lane,

Kolkata - 700007

Tel No: (033) 2268 3278

Email: [email protected]

Contact Person: Mr. Sushil Kumar

Rungta

Registrar and Share Transfer Agent:

Niche Technology Pvt. Ltd.

Address: D-511, Bagree Market, 71,

B. R. B. Road, 5th Floor, Kolkata-700001

Tel No: +91 33 2235 7270/7271

Fax No: +91 33 2215 6823

E-mail: [email protected]

Contact Person: Mr. S. Abbas

Company Secretary & Compliance

Officer:

Name : Ms. Swati Sharma

Address: Merchantile building, Block –

E, 2nd Floor, 9/12, Lal Bazar Street,

Kolkata- 700001.

Tel No: (033) 2248 5664 E-mail: [email protected]

Banker to the Company:

Name : ICICI Bank

Address : Kolkata Branch 22 R.N. Mukherjee

Road, Kolkata – 700 001

Tel. No. : 033 44045977

(Investors can contact the Compliance Officer and Registrar & Share Transfer Agent

in case of transfer, transmission, conversion, endorsement, consolidation, splitting

of shares, issue of duplicate certificate or any other related problem.)


13

PROFILE AND BRIEF HISTORY

Our Company was originally incorporated on January 29, 1990, as “SCINTILLA

COMMERCIAL & CREDIT PRIVATE LIMITED” under the provisions of the Companies

Act, 1956 with the Registrar of Companies, Calcutta.

The Registered Office of our company is situated at Mercantile Building, Block-E, 2nd

Floor, 9/12, Lalbazar Street, Kolkata, West Bengal - 700001.

Details of changes in the name of the Company:

Initially our Company was incorporated as a Private Limited Company in the Name and

Style of SCINTILLA COMMERCIAL & CREDIT PRIVATE LIMITED. The Name was later

changed to “SCINTILLA COMMERCIAL & CREDIT LIMITED” followed by its conversion

to a public Limited Company on March 27, 1996.

Details of changes in the registered office of our Company since its incorporation:

i. On incorporation the registered office of the Company was situated at 31, G.T.

Road (N), Howrah - 711101.

ii. The registered office of the Company was changed from 31, G.T. Road (N),

Howrah – 711101 to 9/12, Lal Bazar Street, 2nd Floor, ‘E’ Block, Calcutta –

700001 with effect from 5th March, 1996.

iii. The registered office of the Company was changed from 9/12, Lal Bazar Street,

2nd Floor, ‘E’ Block, Calcutta – 700001 to 12 Park Street, 9 Queens Mansion, Suit

No. 412, 4th Floor, Kolkata - 700016 with effect from April 01, 2003.

iv. The registered office of the Company was changed from 12 Park Street, 9 Queens

Mansion, Suit No. 412, 4th Floor, Kolkata - 700016 to 3, Mangoe Lane, 4th Floor,

Kolkata – 700001 with effect from April 30, 2005.

v. The registered office of the Company was changed from 3, Mangoe Lane, 4th

Floor, Kolkata – 700001 to Mercantile Building, Block E, 2nd Floor, 9/12, Lal

Bazar Street, Kolkata – 700001with effect from January 06, 2011.


14

KEY MILESTONES:

Year Key Events / Milestone / Achievements

29.01.1990 Incorporation of the Company in the name and style of “SCINTILLA

COMMERCIAL & CREDIT PRIVATE LIMITED”.

27.03.1996 The Name of the Company was changed to “SCINTILLA COMMERCIAL &

CREDIT LIMITED” followed by its conversion to a public Limited Company.

03.10.1996 Our company came out with the Initial Public Offering (IPO) of 105,000

equity shares and got its Equity Shares listed on CSE

30.03.2002 Our company came out with a Preferential Issue of 1,750,000 equity

shares of Rs. 10 each.

30.11.2002 Our Company came out with Bonus Issue of 5,277,777 shares.


15

CAPITAL STRUCTURE

Share Capital

Particulars Amt. in Rupees

Present Authorized Capital

10,050,000 equity shares of Rs. 10 each.

100,500,000

Present Issued, Subscribed and Paid Up Capital

10,027,777 equity shares of Rs. 10 each fully Paid Up

100,277,770

Changes in Authorized Share Capital

Date of

Meeting Changes in Authorized Share Capital

29.01.1990 On Incorporation, the authorized share capital of the Company comprised

of Rs. 1,00,000/- divided into 10000 Equity Shares of Rs. 10/- each

26.03.1991

The authorized share capital of the Company was increased to Rs. 5,00,000

by addition thereto of the sum of Rs. 4,00,000 divided into 40000 Equity

Shares of Rs. 10/- each beyond the present authorized capital of Rs.

1,00,000

24.03.1993

The authorized share capital of the Company was further increased to Rs.

10,00,000 by addition thereto of the sum of Rs. 5,00,000 divided into

5000 Equity Shares of Rs. 10/- each beyond the present authorized capital

of Rs. 5,00,000.

24.02.1994


1,00,00,000 by addition thereto of the sum of Rs. 90,00,000 divided into

18000 Equity Shares of Rs. 50/- each beyond the present authorised

capital of Rs. 10,00,000 .

05.03.1996

The authorized share capital of the Company was further increased to

Rs. 3,25,00,000 by addition thereto of the sum of Rs. 2,25,00,000 beyond

the present authorised capital of Rs. 1,00,00,000.

*The Equity share capital of the Company was consolidated and sub-

divided into 32,50,000 Equity shares of Rs. 10/- each.

08.01.2002


5,00,00,000 by addition thereto of the sum of Rs. 1,75,00,000/- divided

into 17,50,000 Equity Shares of Rs. 10/- each beyond the present

authorised capital of Rs. 3,25,00,000.

06.09.2002


10,00,50,000 by addition thereto of the sum of Rs. 5,00,50,000/- divided

into 50,05,000 Equity Shares of Rs. 10/- each beyond the present

authorised capital of Rs. 5,00,00,000.


16

Issued, Subscribed and Paid up Share Capital Built up

Date of

Allotment

No. of

Equity

Shares

allotted

Cumulative

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Cumulative

Paid-up

Capital (Rs.)

Cons

ider

ation

Nature of

Issue and

Category of

Allottees

On

Incorporati

on

200

200

10

10

2,000

Cash

Subscribers to

the

Memorandum

24.10.1990 7,000 7,200 10 10 72,000 Cash Prefrential

allotment

28.02.1994 1,36,400 143600 50 50 68,92,000 Cash Prefrential

allotment

26.03.1994 45,000 188600 50 50 91,42,000 Cash Prefrential

allotment

31.03.1995 17,000 205600 50 50 99,92,000 Cash Prefrential

allotment

05.07.1996 4,00,000 605600 10 10 1,39,92,000 Cash Prefrential

allotment

30.08.1996 5,50,800 1156400 10 10 1,95,00,000 Cash Prefrential

allotment

03.10.1996 10,50,000 2206400 10 10 3,00,00,000 Cash Public Issue

30.03.2002 17,50,000 3956400 10 10 4,75,00,000 Cash Preferential

Issue

30.11.2002 52,77,777 9234177 10 10 10,02,77,770 Cash Bonus Issue


17

Shareholding Pattern as on March 31, 2014:

Category No. of Shares % of Shares

Promoters and Promoter Group

Individual Nil Nil

Body Corporate 1,886,489 18.813

Public Shareholding

Individuals 3,905,435 38.945


Any other Trust 14300 0.143

Total 10,027,777 100

(I)(a) Shareholding pattern as on March 31, 2014 as per Clause 35 of Listing

Agreement

The table below presents the current shareholding pattern of our Company as on March 31,

2014 pursuant to clause 35 of Listing Agreement.

Cate

gory

code

Category of

shareholder

No. of

sharehol

ders

Total no.

of shares

Number

of

shares

held in

demater

- ialized form

Total

shareholding

as a % of total

number of

shares

Shares Pledged

or otherwise

encumbered

As a %

of

(A+B)

As a %

of

(A+B+C)

Numb

er of Shares

As a %

of Shareho

lding (A) Promoter and Promoter Group (1) Indian (a) Individuals/

Hindu

Undivided

Family

Nil Nil Nil Nil Nil Nil Nil

(b) Central

Government

/ State Government

(s)


(c) Bodies

Corporate 1 1886489 893600 18.81 18.81 Nil Nil

(d) Financial

Institutions/ Banks


(e) Any Other

(specify) Nil Nil Nil Nil Nil Nil Nil

Sub-Total

(A)(1) 1 1886489 893600 18.81 18.81 Nil Nil


18

Cate

gory

code

Category of

shareholder

No. of

sharehol

ders

Total no.

of shares

Number

of

shares

held in

demater

- ialized

form

Total

shareholding

as a % of total

number of

shares

Shares Pledged

or otherwise

encumbered

As a %

of (A+B)

As a %

of (A+B+C)

Numb

er of Shares

As a %

of

Shareholding

(2) Foreign (a) Individuals

(Non-

Resident

Individuals/

Foreign

Individuals


(b) Bodies

Corporate Nil Nil Nil Nil Nil Nil Nil

(c) Institutions Nil Nil Nil Nil Nil Nil Nil (d) Any Other


Sub-Total

(A) (2) Nil Nil Nil Nil Nil Nil Nil

Total

Shareholdi

ng of

Promoters

and

Promoter

group (A)=

A)(1)+(A)(

2)

1 1886489 893600 18.81 18.81 Nil Nil

(B) Public shareholding (1) Institutions (a) Mutual

Funds/UTI Nil Nil Nil Nil Nil Nil Nil

(b) Financial

Institutions/ Banks


(c) Central

Government

/ State

Government

(s)


(d) Venture

Capital

Funds


(e) Insurance

Companies Nil Nil Nil Nil Nil Nil Nil

(f) Foreign

Institutional Investors



19

Cate

gory

code

Category of

shareholder

No. of

sharehol

ders

Total no.

of shares

Number

of

shares

held in

demater

- ialized

form

Total

shareholding

as a % of total

number of

shares

Shares Pledged

or otherwise

encumbered

As a %

of (A+B)

As a %

of (A+B+C)

Numb

er of Shares

As a %

of

Shareholding

(g) Foreign

Venture

Capital

Investors


(h) Nominated

investors (as

defined in

Chapter XA

of SEBI

(ICDR)

Regulations

)


(i) Market

Makers Nil Nil Nil Nil Nil Nil Nil

(h) Any Other


Sub-Total (B) (1)


(2) Non- institutions (a) Bodies

Corporate 119 4221553 1856592

42.10 42.10 NA NA

(b) Individuals - i. shareholder

s holding

Nominal

share

capital up

to Rs. 1 lakh

ii.

Shareholders

holding

Nominal

share capital

in excess of

Rs. 1 lakh.

780

78

1511004

2394431

644136

1041266

15.07

23.88

15.07

23.88

NA

NA

NA

NA

(c) Qualified

Foreign

Investors

Nil Nil Nil Nil Nil NA NA

(d) Any Other

Trust 1 14300 14300 0.14 0.14 NA NA

Sub-Total

(B) (2) 978 8141288 3556294 81.19 81.19 NA NA


20

Cate

gory

code

Category of

shareholder

No. of

sharehol

ders

Total no.

of shares

Number

of

shares

held in

demater

- ialized

form

Total

shareholding

as a % of total

number of

shares

Shares Pledged

or otherwise

encumbered

As a %

of (A+B)

As a %

of (A+B+C)

Numb

er of Shares

As a %

of

Shareholding

Total

Public

Shareholdi

ng (B) = (B) (1) + (B)

(2)

978 8141288 3556294 81.19 81.19 NA NA

TOTAL (A)

+( B) 979 10027777 4449894 100 100 NA NA

(C) Shares held by Custodians and against which Depository Receipts have been

issued (a) Promoters

and

Promoter

Group


(b) Public Nil Nil Nil Nil Nil NA NA

GRAND TOTAL (A)

+ (B) + (C)

979 10027777 4449894 100 100 Nil Nil

(1)(b) Statement Showing Holding of Securities includes (shares, warrants, convertible securities)

of person belonging to the category “promoter and promoter group”

Sr.

No.

Name of the Shareholder 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}

1. Centuple Finance Pvt. Ltd. 1886489 18.813

Total 1886489 18.813

(1)(c)(i) Statement showing Shareholding of persons belonging to the category “Public”

and holding more than 1% of the total number of shares of the Company:

Sr.

No.


shares


number of shares

1. Advance Fabrication Private

Limited

155553 1.551

2. Amol Credit & Fiscal Pvt.Ltd. 184511 1.840

3. G. M. Dandidar Commercial

Private Limited

130945 1.306


21

4. India Rollform Ltd 138889 1.385

5. Minimax Commerces Pvt Ltd 144445 1.440

6. Nitson Retailer Pvt Ltd 217223 2.166

7. Parag Refractories Private

Limited

230000 2.294

8. Prajapati Vinimay Pvt. Ltd. 188800 1.883

9. Pushpak Commercial Finance

Pvt Ltd

112311 1.120

10. S T Services Ltd 138889 1.385

11. Silicon Hotel Private Limited 112053 1.117

12. Silvertone Securities Private

Limited

111111 1.108

13. Sugam Commercial Private

Limited

130511 1.301

14. Sun Flower Vinimay Private

Limited

103437 1.032

15. Vibhor Management Pvt Ltd 144445 1.440

16. Rabindra Nath Patra 349550 3.486

Total 2592673 25.855

(1)(c)(ii) Statement showing Shareholding of persons belonging to the category “Public”


Sr. No.

Name of the Shareholder Number of shares

Shares as a percentage of total number of shares

Nil Nil Nil

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

Sr.

No.


shares


number of shares

Nil Nil Nil

The Top Ten Shareholders of our Company and their Shareholding as on March 31,

2014 is set forth below :-

Sr. No. Name of the Shareholders No. of Shares % of Pre-issue

Paid up capital

1. Aarti Solanki 992889 9.90

2. Abdul Razak Kasam 893600 8.91

3. Abdullah Nasir Ansari 349550 3.49

4. Adhish Manakchand Rathod 230000 2.29

5. Aditya Banka 217223 2.17

6. Aditya Jhunjhunwala 188800 1.88

7. Aditya Vintrade Pvt. Ltd. 184511 1.84

8. Advance Fabrication Private Limited 155553 1.55


22

Sr. No. Name of the Shareholders No. of Shares % of Pre-issue

Paid up capital

9. Agastya Vyapaar Private Limited 144445 1.44

10. Ajay Kumar Lakhotia 144445 1.44

10. Ajay Kumar Mishra 138889 1.39

10. Akhilesh Agencies Private Limited 138889 1.39

Shareholding Pattern as on June 30, 2014:



Individual Nil Nil


Public Shareholding

Individuals 3,905,435 38.945



Total 10,027,777 100

(I)(a) Shareholding pattern as on June 30, 2014 as per Clause 35 of Listing

Agreement

The table below presents the current shareholding pattern of our Company as on June 30,

2014 pursuant to clause 35 of Listing Agreement.

Category

code

Category of shareholde

r

No. of sharehol

ders

Total no. of shares

Number

of

shares held in

demater

- ialized

form

Total shareholding

as a % of total

number of

shares

Shares Pledged or

otherwise

encumbered

As a

% of

(A+B)

As a

% of (A+B

+C)

Numb

er of Shares

As a % of

Shareholdi

ng

(A) Promoter and Promoter Group (1) Indian (a) Individuals/

Hindu

Undivided

Family



23

Cate

gory

code

Category of

shareholde

r

No. of

sharehol

ders

Total no.

of shares

Number

of

shares

held in

demater

- ialized

form

Total

shareholding

as a % of total

number of

shares

Shares Pledged or

otherwise

encumbered

As a

% of (A+B)

As a

% of

(A+B+C)

Numb

er of Shares

As a % of

Shareholding

(b) Central

Government

/ State

Government

(s)


(c) Bodies


(d) Financial

Institutions/

Banks


(e) Any Other


Sub-Total (A)(1)

1 1886489 893600 18.81 18.81 Nil Nil


(Non-

Resident

Individuals/

Foreign

Individuals


(b) Bodies




Sub-Total


Total Shareholdi

ng of

Promoters

and

Promoter

group (A)= A)(1)+(A)(

2)

1 1886489 893600 18.81 18.81 Nil Nil




24

Cate

gory

code

Category of

shareholde

r

No. of

sharehol

ders

Total no.

of shares

Number

of

shares

held in

demater

- ialized

form

Total

shareholding

as a % of total

number of

shares

Shares Pledged or

otherwise

encumbered

As a

% of (A+B)

As a

% of

(A+B+C)

Numb

er of Shares

As a % of

Shareholding

(b) Financial

Institutions/

Banks


(c) Central

Government

/ State

Government

(s)


(d) Venture

Capital

Funds


(e) Insurance


(f) Foreign



(g) Foreign

Venture

Capital

Investors


(h) Nominated

investors

(as defined

in Chapter

XA of SEBI

(ICDR)

Regulations

)


(i) Market Makers


(h) Any Other


Sub-Total

(B) (1) Nil Nil Nil Nil Nil Nil Nil


Corporate 102 4653488 1856592

46.41 46.41 NA NA


25

Cate

gory

code

Category of

shareholde

r

No. of

sharehol

ders

Total no.

of shares

Number

of

shares

held in

demater

- ialized

form

Total

shareholding

as a % of total

number of

shares

Shares Pledged or

otherwise

encumbered

As a

% of (A+B)

As a

% of

(A+B+C)

Numb

er of Shares

As a % of

Shareholding

(b) Individuals - i.

shareholders

holding

Nominal

share capital

up to Rs. 1

lakh

ii.

shareholders

holding

Nominal

share capital

in excess of

Rs. 1 lakh.

780

64

1511004

1962496

644136

1041266

15.07

19.57

15.07

19.57

NA

NA

NA

NA

(c) Qualified

Foreign

Investors


(d) Any Other

Trust 1 14300 14300 0.14 0.14 NA NA

Sub-Total

(B) (2) 947 8141288 3556294 81.19 81.19 NA NA

Total

Public

Shareholdi

ng (B) = (B)

(1) + (B)

(2)

947 8141288 3556294 81.19 81.19 NA NA

TOTAL (A) +( B)

948 10027777 5442783 100 100 NA NA

(C) Shares held by Custodians and against which Depository Receipts have been issued (a) Promoters

and

Promoter

Group


(b) Public Nil Nil Nil Nil Nil NA NA

GRAND

TOTAL (A)

+ (B) + (C)

948 10027777 5442783 100 100 Nil Nil


26



Sr.

No.


shares






Total 1886489 18.813



Sr. No.

Name of the Shareholder Number of shares

Shares as a percentage of total number of shares


Limited

155553 1.551


19. G.M.Dandidar Commercial

Private Limited

130945 1.306

20. India Rollform Ltd 138889 1.385

21. Minimax Commerces Pvt Ltd 144445 1.440

22. Nitson Retailer Pvt Ltd 217223 2.166

23. Parag Refractories Private

Limited

230000 2.294



Pvt Ltd

112311 1.120

26. S T Services Ltd 138889 1.385

27. Silicon Hotel Private Limited 112053 1.117

28. Silvertone Securities Private

Limited

111111 1.108

29. Sugam Commercial Private

Limited

130511 1.301

30. Sun Flower Vinimay Private Limited

103437 1.032

31. Vibhor Management Pvt Ltd 144445 1.440


Total 2592673 25.855



Sr.

No.


shares


number of shares

Nil Nil Nil


27


Sr.

No.


shares


number of shares

Nil Nil Nil

Shareholding Pattern as on September 30, 2014:



Individual Nil Nil


Public Shareholding

Individuals 3,905,435 38.945



Total 10,027,777 100

(I)(a) Shareholding pattern as on September 30, 2014 as per Clause 35 of Listing

Agreement

The table below presents the current shareholding pattern of our Company as on

September 30, 2014 pursuant to clause 35 of Listing Agreement.

Category

code

Category of shareholder

No. of sharehol

ders

Total no. of shares

Number

of

shares held in

demater

- ialized

form

Total shareholding

as a % of total

number of

shares

Shares Pledged

or otherwise

encumbered

As a

% of

(A+B)

As a

% of (A+B

+C)

Numb

er of Shares

As a %

of Sharehol

ding (A) Promoter and Promoter Group (1) Indian (a) Individuals/

Hindu

Undivided

Family


(b) Central

Government

/ State

Government(s)



28

Cate

gory

code

Category of

shareholder

No. of

sharehol

ders

Total no.

of shares

Number

of

shares

held in

demater

- ialized

form

Total

shareholding

as a % of total

number of

shares

Shares Pledged

or otherwise

encumbered

As a

% of (A+B)

As a

% of

(A+B+C)

Numb

er of Shares

As a %

of

Shareholding

(c) Bodies


(d) Financial

Institutions/

Banks


(e) Any Other


Sub-Total

(A)(1) 1 1886489 893600 18.82 18.82 Nil Nil


(Non-Resident

Individuals/

Foreign

Individuals


(b) Bodies




Sub-Total


Total

Shareholdi

ng of Promoters

and

Promoter

group (A)=

A)(1)+(A)(

2)

1 1886489 893600 18.82 18.82 Nil Nil



(b) Financial

Institutions

/ Banks



29

Cate

gory

code

Category of

shareholder

No. of

sharehol

ders

Total no.

of shares

Number

of

shares

held in

demater

- ialized

form

Total

shareholding

as a % of total

number of

shares

Shares Pledged

or otherwise

encumbered

As a

% of (A+B)

As a

% of

(A+B+C)

Numb

er of Shares

As a %

of

Shareholding

(c) Central

Government

/ State

Government

(s)


(d) Venture

Capital

Funds


(e) Insurance


(f) Foreign



(g) Foreign

Venture

Capital

Investors


(h) Nominated

investors

(as defined

in Chapter

XA of SEBI

(ICDR) Regulations

)


(i) Market

Makers Nil Nil Nil Nil Nil Nil Nil

(h) Any Other


Sub-Total

(B) (1) Nil Nil Nil Nil Nil Nil Nil


Corporate 102 4653488 3279514

46.41 46.41 NA NA


30

Cate

gory

code

Category of

shareholder

No. of

sharehol

ders

Total no.

of shares

Number

of

shares

held in

demater

- ialized

form

Total

shareholding

as a % of total

number of

shares

Shares Pledged

or otherwise

encumbered

As a

% of (A+B)

As a

% of

(A+B+C)

Numb

er of Shares

As a %

of

Shareholding

(b) Individuals - i.

shareholders

holding

Nominal

share capital

up to Rs. 1

lakh

ii.

shareholders

holding

Nominal

share capital

in excess of

Rs. 1 lakh.

779

64

1511004

1962496

644136

1041266

15.07

19.57

15.07

19.57

NA

NA

NA

NA

(c) Qualified

Foreign

Investors


(d) Any Other

Trust 1 14300 14300 0.14 0.14 NA NA

Sub-Total

(B) (2) 946 8141288 4979216 81.19 81.19 NA NA

Total

Public

Shareholdi

ng (B) = (B)

(1) + (B)

(2)

946 8141288 4979216 81.19 81.19 NA NA

TOTAL (A) +( B)

947 10027777

6865705 100 100 NA NA

(C) Shares held by Custodians and against which Depository Receipts have been

issued (a) Promoters

and

Promoter Group


(b) Public Nil Nil Nil Nil Nil

GRAND

TOTAL (A)

+ (B) + (C)

948 10027777 6865705 100 100 Nil Nil


31



Sr.

No.


shares






Total 1886489 18.813



Sr.

No.


shares


number of shares


Limited

155553 1.551


35. G.M.Dandidar Commercial

Private Limited

130945 1.306

36. Linkup Vintrade Pvt. Ltd. 489446 4.881

37. Minimax Commerces Pvt. Ltd. 144445 1.440

38. Navrang Vintrade Pvt. Ltd. 476836 4.755

39. Parag Refractories Pvt. Ltd. 230000 2.294



Pvt. Ltd.

112311 1.120

42. Sanskar Commodeal Pvt. Ltd. 488890 4.875

43. Silicon Hotel Pvt. Ltd. 112053 1.117

44. Silvertone Securities Pvt. Ltd. 111111 1.108

45. Sugam Commercial Pvt. Ltd. 130511 1.301

46. Sun Flower Vinimay Pvt. Ltd. 103437 1.032

47. Vibhor Management Pvt. Ltd. 144445 1.440


Total 3552844 35.430



Sr.

No.


shares


number of shares

Nil Nil Nil


Sr.

No.


shares


number of shares

Nil Nil Nil


32

Details of Outstanding Convertible Instruments including Warrants Pending

Conversion

As on date there are no outstanding Convertible Instruments including Warrants

Pending Conversion

Statement showing dividends and cash bonuses paid during the last 10 years or

such shorter period as the company has been in existence

Our Company has not paid dividends and cash bonuses during last 10 years or such

shorter period as the company has been in existence

Statement containing particulars of the dates of and parties to all 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) together with the brief description of terms, subject matter and

general nature of the documents, if applicable

Not Applicable.

Statement containing particulars of any commission, brokerage, discount or other

special terms including an option for the issue of any kind of securities granted to

any person, if applicable

Not Applicable.


33

OUR HISTORY, BUSINESS AND MANAGEMENT

HISTORY

Name of Company SCINTILLA COMMERCIAL & CREDIT LIMITED Registered & Corporate

Office Mercantile Building, Block E, 2nd Floor, 9/12, Lal Bazar

Street, Kolkata – 700001

Company Website

Address www.scintilla.co.in

Name of Directors as on

date 1. Mr. Jitendra Kumar Goyal- Managing Director

2. Mr. Manoj Kumar Mundhara – Non- Executive

Independent Director

3. Mr. Vidhu Bhushan Verma – Non-Executive Independent

Director

4. Ms. Bharti Ranga - Non-Executive Director

Brief Nature of Business Our Company is Non-Banking Finance Company (NBFC)

registered with Reserve Bank of India. Its Registration

Number is 05.02226 dated 16th day of May 1998.

Our Company is engaged in the business of providing loans

and advances, investment in shares of other companies.

Name change of

Company in last five

years

There is no change in the name of the company since last 5

years.

Change in main line of business in last five years

There is no change in the business activities in the last five

years Exchanges where the Company is listed

indicating Regional Stock

Exchange

Calcutta Stock Exchange Limited

Status of listing fees to Stock Exchange

Listing fees has been paid till date to Calcutta Stock Exchange

Limited. Present Auditors and the Changes in last five years With reason for the same

Present Auditors: S. K. Runta & Co. 1, Jagmohan Mullick Lane, Kolkata- 700 007 Tel No: (033) 2268 3278 Email: [email protected]

Previous Auditor of the Company: M/s. R. K. Periwal & Co. (For F.Y 2008-09 & F.Y. 2009-10) Reason of change: Due to other occupancy.

Action taken against the Company by any

exchange in last five

years

No action has been taken against our Company by any stock

exchange in last five years.


34

Main Objects of the Company

The main objects of the Company as set forth in the Memorandum of Association of our

Company are as follows:

1. To carry on the business as investors, concessioners, and to undertake and carry

on and execute all kinds of financial trading and other operations and

undertakings.

2. To lend money, securities or other property, either with or without security and

on such terms as may be deemed expedient, and to guarantee the performance of

contracts by any persons or companies, provided that the company shall not

carry on banking business. Textiles, Handicraft, Engineering goods, Stores and

Spares, humpray on nylon, plastics wood, Metals, Sugar and Sugarcane, Coffee,

Electrical and Electronics goods.

3. To promote from or acquire any company and to take, purchase, or acquire

shares or interest in any company and to transfer to any such company any

property of this Company and to take or otherwise acquire, hold and dispose of

or otherwise deal in and invest in any shares, debentures and other securities of

any company or companies either out of its own funds that it might borrow by

issue of debentures or from bankers or otherwise, howsoever or in any other

manner, whatsoever, and to subsidise or otherwise assist any such company.

4. To buy acquire or otherwise receive any property movable or immovable and to

sell and/or dispose off the same, to negotiate, advance deposits or loan money or

securities, to buy sell discount and deal in promissory notes, bills of exchanges,

bundies warrants and all other negotiable or transferable securities or

actionable claims or chose in action.


35

INDUSTRY OVERVIEW

OVERVIEW OF THE INDIAN ECONOMY

The Indian economy remained resilient despite a slowdown in the third quarter of

2012-2013 amid a weaker global economy. During this period, India’s GDP grew 4.5%

as compared to 6.0% during the third quarter of 2011 (Source: RBI: Macroeconomic and

Monetary Developments in 2012-2013). Indian GDP growth continues to remain above

the global average. The IMF forecasts global growth to remain steady at 3.3% in 2013

before improving to 4.0% in 2014 (Source: RBI: Macroeconomic and Monetary

Developments in 2012-2013).

NON BANKING FINANCIAL COMPANIES

NBFCs are an integral part of the country’s financial system complementing the services

of commercial banks. The main reason attributed to the growth of NBFCs is the

comprehensive regulation of the banking system. Other factors include higher level of

customer orientation, lesser pre/post sanction requirements and higher rates of

interest on deposits being offered by NBFCs. It is mandatory that every NBFC should be

registered with RBI to carry on any business of non banking financial institution.

The activities of non-banking financial companies (NBFCs) in India have undergone

qualitative changes over the years through functional specialization. The role of NBFCs

as effective financial intermediaries has been well recognized as they have inherent

ability to take quicker decisions, assume greater risks, and customize their services and

charges more according to the needs of the clients. While these features, as compared to

the banks, have contributed to the proliferation of NBFCs, their flexible structures allow

them to unbundle services provided by banks and market the components on a

competitive basis. The distinction between banks and non-banks has been gradually

getting blurred since both the segments of the financial system engage themselves in

many similar types of activities. At present, NBFC’s in India have become prominent in a

wide range of activities like hire-purchase finance, investing activities, equipment lease

financing etc. By employing innovative marketing strategies and devising tailor-made

products, NBFCs have also been able to build up a clientele base among the depositors,

mop up public savings and command large resources as reflected in the growth of their

deposits from public, shareholders, directors and other companies, and borrowings by

issue of non-convertible debentures, etc.

The importance of NBFCs in delivering credit to the unorganized sector and to small

borrowers at the local level in response to local requirements is well recognized. The

rising importance of this segment calls for increased regulatory attention and focused

supervisory scrutiny in the interests of financial stability and depositor protection.

NBFCs can be divided into deposit taking NBFCs, i.e., which accept deposits from public

and non-deposit accepting or holding NBFCs being those which do not accept deposits

from public.


36

Our Business

Scintilla Commercial & Credit Ltd. was incorporated on January 29, 1990, with an object

to carry on the business as investors, concessioners, and to undertake and carry on and

execute all kinds of financial trading and other operations and undertakings.

Our company gives short term and long term loans to its borrowers and earns revenue

by way of interest on loans so given to the borrowers also the company invests in shares

and generates profits from the same. The Company will continue its focus and efforts in

Capital Market as well as in making loans to the potential and sound borrowers.

Keeping in view the growth story of NBFC sector, the company had applied to Reserve

Bank of India for obtaining certificate of registration for carrying on NBFC business and

it was registered with Reserve Bank of India as NBFC vide registration certificate no.

05.02226 dated 16th May, 1998.

Place of business

We operate our business from our Registered Office situated at Mercantile Building, Block-E, 2nd Floor, 9/12, Lalbazar Street, Kolkata, West Bengal - 700001.

Our company is currently engaged in NBFC business in the following verticals:

• Investment / Trading in Shares & Securities,

• Corporate Loans

• Trade Financing

Strengths

We believe that the following are our key strengths:-

• Diversified and Balanced mix of businesses and customers

We provide services to clients in most of the growing sectors of the economy like

Personal Loans, Trade Financing and Financial Services.

• Portfolio Quality

We believe that one of our major strengths is our ability to maintain the quality of our

asset portfolio. We derive significant benefits from the knowledge, experience and

businesses of our promoter and group companies to understand our corporate and

small business clients and provide them with financial services and products that meet

their requirements.

• Experienced Management Team

We have an experienced senior management team to manage the businesses supported

by capable and talented team. They would continue to be the principal drivers of our

growth and success in all of our existing and proposed businesses.


37

OUR MANAGEMENT

Sr.

No.

Name, Age, Designation,

Address, Experience,

Occupation,

Qualifications & DIN

Date of

Appointment

No. of Equity

Shares held

& % of

Share

holding

Other Directorships

1 Name: Mr. Manoj Kumar

Mundhara

Age: 37 year

Designation: Non-Executive Independent

Director

Address: 13/4/1, Dr. P.K.

Banerjee Road, 2nd Floor,

Opp. Mullick Fatak Jail,

Mullick Fatak, Howrah,

711101, West Bengal,

India

Experience: 15 Years

Occupation: Professional

Qualifications: MBA in Finance

DIN: 00097325

24/04/2013

NIL � Tax Professionals

India Limited

� Cent Percent Professional

Services Private

Limited

� Reachsmart

Property Private

Limited

� Gangour Fashion

Private Limited

� Manoj Mundhara

Enterprises Private

Limited

� Goldensight

Software Private

Limited

� Outhouse

Entertainment

Private Limited

� Tollywood Fashion

Private Limited

� Cemfil Enterprises

Limited

� Goldensight Tex Fab Private Limited

� Outhouse Events

Private Limited

� Outhouse Property

Private Limited

2 Name: Mr. Jitendra

Kumar Goyal

Age: 50 year

Designation: Managing

Director

29/01/1990

211 0.002%

� Kaushal

Investments Ltd

� Sumit Technisch & Engineering Pvt Ltd


38

Sr.

No.



Occupation,


Date of

Appointment

No. of Equity

Shares held

& % of

Share

holding

Other Directorships

Address: Arihant Enclave,

Block A-6, 2nd Floor, Flat

No.202, 493/b/57a, G. T. Road (South), Howrah,

711102, West Bengal,

India

Experience: More than

24 Years

Occupation: Business

Qualifications: B.Com(H) DIN: 00468744

� Goyal Commercial

Pvt Ltd

� Mahavat Holdings

Pvt Ltd

� Virat Leasing

Limited

� Horizon Agro Processing Private

Limited

� Decillion Finance Limited

� Marda Commercial

& Holdings Ltd

� Twinkle Vintrade

Private Limited

� Planet Dealtrade

Private Limited

� Daffodil Dealtrade

Private Limited

� Vedik Holdings Pvt Ltd

� Mangal Chand

Property &

Investments Pvt Ltd

� Seaside Merchandise

Private Limited

� Yerrow Finance And Investments Private

Limited

� ABM Finlease Private Limited

� Aurelian

Commercial Limited


39

Sr.

No.



Occupation,


Date of

Appointment

No. of Equity

Shares held

& % of

Share

holding

Other Directorships

3 Name: Mr. Vidhu

Bhushan Verma

Age: 52 year Designation: Non-

Executive Independent

Director

Address:Flat-302,

Eminent Complex-3, 141,

Debaipukur Road,

Hindmotor, Hooghly, 712233, West Bengal,

India

Experience: More than

25 years Occupation: Professional

Qualifications: Chartered

Accountant

DIN: 00555238

30/09/2013

NIL � Vish Advisers

Private Limited

� Sahai Mediquip

Private Limited

� Merit Commosales

Private Limited

� Silverlake Tradelinks Private

Limited

� Evergrow Vintrade Limited

� Fastflow

Commodeal Limited

4 Name: Ms. Bharti Ranga

Age: 25 years

Designation: Non-

Executive Director

Address:18, Kumar Rameshwar Malia Lane,

Howrah - 700007

Experience: 1 year

Occupation: Business

Qualifications: Company

DIN: 06846738

09/05/2014

NIL

� Decillion Finance

Ltd.


40

Brief write-up of Director

1. Mr. Manoj Kumar Mundhara, Non-Executive Independent Director, Age: 37

years

Mr. Manoj Kumar Mundhara is Non Executive Independent Director of our

company. He is a MBA in Finance and has almost 15 years of experience in the field

of finance, accounts and taxation. His experience in the field of financial services

brings value addition to the Board.

2. Mr. Jitendra Kumar Goyal, Managing Director, Age: 50 years

Mr. Jitendra Kumar Goyal is the Managing Director of our Company. He is a

commerce graduate and has more than 24 years of experience in the field of finance,

capital markets and related activities. He has been leading the company on almost all

levels of the organization which helps him understand and handle major functions of

our company. Under his leadership and vast experience, we are able to deliver

constant value to our customers time and again. He has been the architect of our

company's projects and expansion strategy.

3. Mr. Vidhu Bhushan Verma, Non-Executive Independent Director, Age: 52 years

Mr. Vidhu Bhushan Verma is a Non-Executive Independent Director of our

company. He is a Chartered Accountant from The Institute of Chartered Accountants

of India and has almost 25 years of experience in the field of accounts and finance.

He has been advising and managing the affairs of the company on almost all levels of

the organization which helps him understand and handle major functions of our

company.

4. Ms. Bharti Ranga, Non-Executive Director, Age: 25 years.

Ms. Bharti Ranga is a Non-Executive Director of our company. By qualification she is

a Company Secretary and has vast knowledge in the field of accounts and finance.


41

Changes in Board of Directors during last three years:

There have been no changes in our Board of Director during last three years except

following:

Sr.

No.

Name of the Director Date of

Appointment

Date of Cessation

1 Mr. Manoj Kumar Mundhara April 24, 2013 --

1 Mr. Navin Kumar Sharma July 21, 2009 September 30, 2013

2 Mr. Amar Nath Singh July 18, 2011 December 02, 2013

2 Ms. Nidhi Sinha September 30, 2013 February 1, 2014

3 Mr. Vidhu Bhushan Verma September 30, 2013 --

4 Ms. Bharti Ranga May 09, 2014 --

Details of Borrowing Powers of the Company

The Board may from time to time at its discretion, subject to the provisions of the

Companies Act, raise or borrow from and secure payments of any sum or sums of

money for the purposes of the Company.

Arrangements with major shareholders, customers, suppliers or others

There is no arrangement or understanding with major shareholders, customers,

suppliers or others, pursuant to which any Director was appointed as a Director or

member of senior management of Our Company.

Interest of Directors

All the Directors of the Company may be deemed to be interested to the extent of fees,

if any, payable to them for attending meetings of the Board or Committee thereof as

well as to the extent of other remuneration and/or reimbursement of expenses payable

to them for services rendered by them as officers of the Company in accordance with

the applicable laws. All the Directors may also be deemed to be interested to the extent

of normal transactions, if any, with the Company.

Corporate Governance

The Company is in compliance to all the applicable clauses of Corporate Governance

including the Corporate Governance norms under clause 49.

Our Company is in compliance with Clause 49 of the Listing Agreement pertaining to

composition of Board of Directors, appointment of Independent Directors and

constitution of Committees such as Audit Committee, Shareholders’ / Investor

Grievance Committee.


42

Composition of Board of Directors

The Board of Directors of the Company consists of 4 (Four) Directors out of which 3

(Three) are Non Executive Directors and 1 (One) is Executive Directors.

The Board of directors has formed various committees viz. Audit Committee,

Stakeholders Relationship committee and Nomination & Remuneration Committee as

required under Clause 49 of the Listing Agreement as under:

Committee Name of the Director Designation

Audit Committee

Mr. Vidhu Bhushan Verma Chairman - Non Executive


Mr. Manoj Kumar

Mundhara

Member - Non Executive


Ms. Bharti Ranga Member - Non Executive


Stakeholders Relationship Committee



Mr. Manoj Kumar

Mundhara





Nomination and Remuneration Committee



Mr. Manoj Kumar

Mundhara






43

Compliance Report on Corporate Governance for the quarter ended June 30, 2014

Particulars Clause of

Listing

Agreement

Compliance

status

(Yes/No/NA)

I. Board of Directors 49 I

(A) Composition of Board 49 (IA) Yes

(B) Non-executive Directors’ compensation

disclosures

49(IB) Yes

(C) Other provisions as to Board and Committees 49(IC) Yes

(D) Code of Conduct 49(ID) Yes

II. Audit Committee 49(II)

(A) Qualified & Independent Audit Committee 49(IIA) Yes

(B) Meeting of Audit Committee 49(IIB) Yes

(C) Powers of Audit Committee 49(IIC) Yes

(D) Role of Audit Committee 49(IID) Yes

(E) Review of Information by Audit Committee 49(IIE) Yes

III. Subsidiary Companies 49(III) N.A.

IV. Disclosures 49(IV)

(A) Basis of related party transactions 49(IV A) Yes

(B) Disclosures of Accounting Treatment 49(IV B) Yes

(C) Proceeds from Public Issues, rights issues,

preferential basis etc.

49(IV C) N.A

(D) Remuneration of Directors 49(IV E) Yes

(E) Management 49(IV F) Yes

(F) Shareholders 49(IV G) Yes

V. CEO/CFO Certification 49 (V) Yes

VI. Report on Corporate Governance 49(VI) Yes

VII. Compliance 49(VII) Yes


44

Board Procedure

The Board of Directors meets at least once in a quarter and there will be not less

than 4 meetings in a year. The agenda for the meeting together with the relevant notes

are circulated in accordance with the provisions of the Companies Act, 1956.

Report on Corporate Governance

Our Company is in compliance with the provisions of the clause 49 of the Listing

Agreement of the Stock Exchange regarding report on corporate governance.

Compliance Certificate on Corporate Governance Certificates from our Statutory Auditors confirming compliance with all the

conditions of the Corporate Governance, as stipulated in clause 49 of the Listing

Agreement of the Stock Exchange are in place.

Compliance with Listing Agreement Our Company is listed on Calcutta Stock Exchange and has complied with the

requirements under the Listing Agreement.

Declaration of Operating Results

We declare the Quarterly operating results which are reported to the Stock

Exchange in compliance with the provisions of the Listing Agreement. Payment or Benefit

No amount or benefit (other than salary ) has been paid or given by Our Company

within two preceding years or intended to be given to any officer of Our Company.


45

PROMOTERS

Details of the Promoters in category of Body Corporate:

Name Of the

Promoter Centuple Finance Pvt. Ltd.

Address 18 Giri Babu Lane, Ground Floor Kolkata West Bengal 700012

PAN No. AABCC0637K

Brief write-up

Centuple Finance Pvt Ltd, Paschim Bengal (West

Bengal) has been registered in Paschim Bengal (West Bengal)

as a Private Limited Company in 1993. Their Company CIN

Code (Corporate Identification Number)

is U67190WB1993PTC060863.

It is a Private Limited Company and the registration of Centuple

Finance Pvt Ltd has been done at ROC, West Bengal on

30-11-1993.

It has been registered to function as Non Banking Financial

Company or NBFC that normally cannot accept deposits from

general public as normal banks do but all of their business

operations defined as in banking system


46

DETAILS OF SUBSIDIARY COMPANIES

As disclosed in our Annual Reports pursuant to AS 21, Our Company has following Subsidiary

Companies:

Sr. No. Name Listing Status

1. JAIMATARANI MERCHANTS LIMITED Unlisted

2. MERICOGOLD TRADING LIMITED Unlisted

Name of the Company JAIMATARANI MERCHANTS LIMITED

Brief nature of Business To carry on the Business as importers,

exporters, buyers , sellers, traders,

merchants, indenters, agents, assemblers,

refiners, producer, sub-broker, marketing ,

chain marketing, net marketing,

commodity and derivative marketing in all

kinds of general commodities , homecare

products, life-care products, and consumer

goods and household goods, industrial

goods etc.

Date of Incorporation 25.09.2012

Date of Commencement of Business 26.09.2012

CIN U52390WB2012PLC186401

PAN Card no. AACCJ9459R

Registered Office Address 31, Ratu Sarkar Lane, 1st Floor, Room

No.5, Kolkata-700073

Board of Directors 1. NIDHI KUMAR SINGH

2. PINTU ADAK

3.YOGESH KUMAR

Name of the Company MERICOGOLD TRADING LIMITED

Brief nature of Business To carry on the Business as importers,

exporters, buyers , sellers, traders,

merchants, indenters, agents, assemblers,

refiners, producer, sub-broker, marketing ,

chain marketing, net marketing,

commodity and derivative marketing in all

kinds of general commodities , homecare

products, lifecare products, and consumer

goods and household goods, industrial

goods etc.

Date of Incorporation 25.09.2012

Date of Commencement of Business 26.09.2012

CIN U52100WB2012PLC186402

PAN Card no. AAICM2219A


47

Registered Office Address 31, Ratu Sarkar Lane, 1st Floor, Room

No.5, Kolkata-700073

Board of Directors 1. NIDHI KUMAR SINGH

2. PINTU ADAK

3.YOGESH KUMAR

None of the Directors of Scintilla Commercial & Credit Limited holds any shares in

the above subsidiary Company as on the date.

The entire group companies as stated above are unlisted Companies and further no

public issue (including any rights issue to the public) had been made in the preceding

three years. The companies have not become a sick Company under the meaning of

SICA.


48

OUTSTANDING LITIGATION AND OTHER REGULATORY DISCLOSURES

I. OUTSTANDING LITIGATION:

Company

As on date, there are no pending litigations by or against the company.

Subsidiary:

As on date, there are no pending litigations by or against our subsidiary Companies

Promoters/Directors

As on date, there are no pending litigations by or against our Promoters and Directors.

II. GENERAL DISCLOSURE:

There were no materially significant transactions with the related parties viz.

Promoters, Directors and their relatives, conflicting with Company’s interest.

No penalties or strictures have been imposed on the Company by Stock Exchange or

SEBI or any statutory Authority or any matter related to capital markets during the last

three years.


49

FINANCIAL INFORMATION

STANDALONE STATEMENT OF ASSETS AND LIABILITIES

(Amount in Rs.)

Particulars 31.03.2014 31.03.2013 31.03.2012

I. EQUITY AND LIABILITIES

1 Shareholder's Funds

(a) Share Capital 100,277,770 100,277,770 100,277,770

(b) Reserve and Surplus 2,040,347 1,448,603 (78,243)

2 Current Liabilities

(a) Trade Payables --- 616,150 ----

(b) Other current liabilities

13,000 27,538 101,486

(c) Short-Term Provisions

67,062 409,396 ----

TOTAL 102,398,179 102,779,457 100,301,013

II. ASSETS

1 Non-Current Assets

(a) Non-Current

Investment 68,640,000 75,385,000 83,179,000

2 Current Assets

(a)Inventories 3,021,000 ---- ----

(b) Trade Receivables 3,414,600 3,430,750 ----

(c) Cash and Cash

Equivalents 2,95,405 1,695,265 20,583

(d) Short-Term Loans &

Advances 27,027,174 22,268,442 17,101,430

TOTAL 102,398,179 102,779,457 100,301,013


50

STANDALONE STATEMENT OF ASSETS AND LIABILITIES

(Amount in Rs.)

*Note: Balance Sheet for the F.Y 2009-10 and F.Y. 2010-11 is as per the erstwhile

prescribed Schedule VI.

Particulars 31.03.2011 31.03.2010

Sources of Funds

1 Share Capital 100,277,770 100,277,770

2 Reserves and Surplus 233,096 175,410

3 Unsecured Loan - 307,989,041

TOTAL 100,510,868 408,442,221

Application for Funds

2 Investments 76,825,000 8,743,4430

3 Current Assets :

Sundry Debtors 500,000 190,000

Cash & Bank Balances 54,209 39,311

Loans & Advances 22,861,469 321,547,299

23,415,678 321,776,610

Less :

4 Current Liabilities & Provisions 43,545 1,027,525

Net Current Assets 23,372,133 320,749,085

Profit & Loss Account 313,733 258,706

TOTAL 100,510,866 408,442,221


51

STANDALONE STATEMENT OF PROFIT AND LOSS

(Amount in Rs.)

Particulars 31.03.2014 31.03.2013 31.03.2012

Revenue From Operations --- ---- ----

Other Income 2,770,268 2,859,724 296,219

Total Revenue

2,770,268 2,859,724 296,219

Expenses

Purchases of Stock-in-Trade 4,267,481 - -

Changes in Inventories of Stock-in-Trade (3,021,000) - -

Employee Benefit Expenses 482,589 493,000 90,000

Other Expenses 419,508 288,246 202,752

Total Expenses 2,148,578 781,246 292,752

Profit before Tax 621,690 2,078,478 3,467

Tax Expenses

(a)Current Tax 118,463 396,054 1,072

Profit/(loss) for the Period 503,227 1,682,424 2,395

Earning per Equity share:

(a) Basic & Diluted 0.05 0.17 0.00


52

STANDALONE STATEMENT OF PROFIT AND LOSS

(Amount in Rs.)

*Note: Statement of Profit & Loss for the F.Y 2009-10 and F.Y. 2010-11 is as per the

erstwhile prescribed Schedule VI.

Particulars 31.03.2011 31.03.2010

1 INCOME

Income from Investments 101,770 154,500

Other Income 7,512,381 22,679,995

TOTAL 7,614,151 22,834,495

2 EXPENDITURE

Loss from Capital Market Operations - 700,000

Administrative & Other Expenses 488,765 548,510

Audit Fee-Others 5,500 5,000

Filing Fees 3,000 15,000

Interest Paid on Inter Corporate Deposits 7,056,986 21,516,164

Listing Fees 56,051 57,938

TOTAL 7,610,302 22,790,472

Profit / Loss Before Tax 3,849 44,023

Provision for Taxation 1,190 6,801

Profit after tax 2,659 37,222

Transfer to Special Reserve 532 7,444

Transfer to Contingent Provisions against

Standard Assets

57,154 -

Income tax for earlier years - 10,852

Balance b/f from Last Year (258,706) (277,632)

Balance Carried to Balance Sheet (313,733) (258,706)

Basic & Diluted Earnings Per Share 0.0003 0.004


53

STANDALONE CASH FLOW STATEMENT (Amount in Rs.)

Particulars

31.03.2014 31.03.2013

31.03.2012

31.03.2011

31.03.2010

A. CASH FLOW FROM

OPERATING ACTIVITIES

Net Profit before Tax and

Extraordinary Items

621,690 2,078,478 3,467

3,849

44,023

621,690 2,078,478 3,467 3,849 44,023

Adjustments for :

Interest Received (2,770,268) (859,124) (296,219) (7,512,381) (22,679,995)

Income from Investment - (1,975,600) - (101,770) (154,500)

Others - - - - -

Operating Profit before

Working Capital

Changes

(2,148,578) (756,246) (292,752)

(7,610,302)

(22,790,472)

Adjustments for :

Current Assets (7,763,582) (8,597,762) 6,252,048 298,375,830 (308,930,495)

Current Liabilities (973,022) 796,019 13,037 (983,980) 882,019

(Increase)/Decrease in

Net Current Assets

(8,736,604) (7,801,743) 6,265,085

297,391,850

(308,048,476)

Cash Generated from

Operations

(10,885,182) (8,557,989) 5,972,332

289,781,548

(330,838,948)

Taxation (118,463) (396,054) (1,072) (1,190) (6,801)

Cashflow before

extraordinary items

(1,100,3645) (8,954,043) 5,971,260

289,780,358

(330,845,749)

Write Back of Statutory

Provisions

88,517 - -

-

-

Net Cash from

operating Activities

(10,915,128) (8,954,043) 5,971,260

289,780,358

(330,845,749)

A.CashFlow from

Investment Activities

Decrease/(Increase) of

Investments

6,745,000 7,794,000 (6,354,000)

10,609,430

1,000

Interest Received 2,770,268 859,124 296,219 7,512,381 22,679,995

Income from Investment - 1,975,600 - 101,770 154,500

Net Cash (used in)/ from

investing activities

9,515,268 10,628,724 (6,057,781)

18,223,581

22,835,495

Increase/(decrease) in

Borrowing

-

- -

(307,989,041)

307,989,041

Net Cash (used in)/from

Financing Activities

- - -

(307,989,041) 307,989,041


54

Net Increase in Cash and

Cash equivalents

(A+B+C):

(1,399,860) 1,674,681 86,521

14,898

(21,213)

Cash and Cash

equivalents at the

beginning of the year

1,695,265 20,583 107,104

39,311

60,524

Cash and Cash

equivalents at the close of

the year

295,405 1,695,265 20,583

54,209

39,311

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