dated: october 14 , 2015 trident indi a limi ted · information memorandum dated: october 14 , 2015...

68
INFORMATION MEMORANDUM Dated: October 14, 2015 TRIDENT INDIA LIMITED Our Company was incorporated as “Trident India Limitedon 22 nd February , 1985 under the Companies Act, 1956 with the Registrar of Companies, Delhi & Haryana having its registered office at Hari Nagar, Clock Tower Delhi 110064.The Company shifted its registered office from Hari Nagar, Clock Tower Delhi 110064 to 23, Ganesh Chandra Avenue, 3rd Floor, Dharmatala Kolkata West Bengal- 700013 having jurisdiction under Registrar of Companies Kolkata, West Bengal. The Corporate Identification Number (CIN) of the Company is L52110WB1985PLC196555.For details; see the section “General Information” on page 5. Registered Office: 23, Ganesh Chandra Avenue, 3rd Floor, Dharmatala Kolkata, West Bengal-700013 Contact Person: Alokanada Goswami (Company Secretary & Compliance Officer) Telephone: 033-22114457 Email ID: [email protected] Website: www.triindialtd.com INFORMATION MEMORANDUM FOR LISTING OF 9,96,000 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 Trident India 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 Trident India Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved. ABSOLUTE RESPONSIBILITY OF TRIDENT INDIA LIMITED Trident India Limited having made all reasonable inquiries, accepts responsibilities for, and confirms that this Information Memorandum contains all information with regard to Trident India 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 Trident India Limited which is listed on the Delhi Stock Exchange Limited (DSE)which has been derecognized by SEBI vide its order dated 19 th of November, 2014 and are proposed to be listed and traded on Metropolitan Stock Exchange of India (Formerly known as MCX Stock Exchange Ltd.). REGISTRAR AND SHARE TRANSFER AGENT MAHESHWARI DATAMATICS PVT. LTD. 6, Mangoe Lane, 2nd Floor, Kolkata - 700 001. Phone : 033 22435029/ 22482248|Fax : 033 22484787 Email : [email protected] COMPLIED AND COLLECTED BY HAMIRBASIA & ASSOCIATES Chartered Accountants 51, Bhupen Bose Avenue, Kolkata - 700 004, West Bengal. M : +91 9748629001; T : (033) 25308198 Contact Person: CA. Akash Hamirbasia B.Com (H), ACA, CS Disclaimer: This Information Memorandum is not a prospectus, abridged prospectus neither an offer document nor its intention is to solicit any subscription or investment in the Company. This is only for general information of the readers. Hamirbasia & Associates (“HA”) has collected and compiled information from the Company’s Management and has not performed any diligence. HA does not take any responsibility for the correctness of the statements made or opinions expressed or any other information mentioned in this Information Memorandum.”

Upload: others

Post on 16-Apr-2020

4 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

INFORMATION MEMORANDUM Dated: October 14, 2015

TRIDENT INDIA LIMITED

Our Company was incorporated as “Trident India Limited” on 22nd February, 1985 under the Companies Act, 1956 with the Registrar of Companies, Delhi & Haryana having its registered office at Hari Nagar, Clock Tower Delhi 110064.The Company shifted its registered office from Hari Nagar, Clock Tower Delhi 110064 to 23, Ganesh Chandra Avenue, 3rd Floor, Dharmatala Kolkata West Bengal- 700013 having jurisdiction under Registrar of Companies Kolkata, West Bengal. The Corporate Identification Number (CIN) of the Company is L52110WB1985PLC196555.For details; see the section “General Information” on page 5.

Registered Office: 23, Ganesh Chandra Avenue, 3rd Floor, Dharmatala Kolkata, West Bengal-700013

Contact Person: Alokanada Goswami

(Company Secretary & Compliance Officer)

Telephone: 033-22114457 Email ID: [email protected] Website: www.triindialtd.com

INFORMATION MEMORANDUM FOR LISTING OF 9,96,000 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 Trident India 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 Trident India Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved.

ABSOLUTE RESPONSIBILITY OF TRIDENT INDIA LIMITED

Trident India Limited having made all reasonable inquiries, accepts responsibilities for, and confirms that this Information Memorandum contains all information with regard to Trident India 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 Trident India Limited which is listed on the Delhi Stock Exchange Limited (DSE)which has been derecognized by SEBI vide its order dated 19th of November, 2014 and are proposed to be listed and traded on Metropolitan Stock Exchange of India (Formerly known as MCX Stock Exchange Ltd.).

REGISTRAR AND SHARE TRANSFER AGENT

MAHESHWARI DATAMATICS PVT. LTD. 6, Mangoe Lane, 2nd Floor, Kolkata - 700 001.

Phone : 033 22435029/ 22482248|Fax : 033 22484787 Email : [email protected]

COMPLIED AND COLLECTED BY

HAMIRBASIA & ASSOCIATES

Chartered Accountants

51, Bhupen Bose Avenue, Kolkata - 700 004, West Bengal. M : +91 9748629001; T : (033) 25308198 Contact Person: CA. Akash Hamirbasia B.Com (H), ACA, CS

“Disclaimer: This Information Memorandum is not a prospectus, abridged prospectus neither an offer document nor its

intention is to solicit any subscription or investment in the Company. This is only for general information of the readers.

Hamirbasia & Associates (“HA”) has collected and compiled information from the Company’s Management and has not performed any diligence. HA does not take any responsibility for the correctness of the statements made or opinions

expressed or any other information mentioned in this Information Memorandum.”

Page 2: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 1

TABLE OF CONTENTS

I. DEFINITIONS AND ABBREVIATIONS 2

II. GENERAL -

Presentation Of Financial ,Industry And Market Data 5

Forward Looking Statements 6

III. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF 7

IV. INUSTRY OVERVIEW 9

V. OUR BUSINESS 14

VI. INTRODUCTION -

Summary of Business 17

Summary of Financial Information 18

General Information 21

Capital Structure 23

VII. OTHER REGULATORY & STATUTORY DISCLOSURES 38

VIII. ABOUT THE COMPANY -

Our History and certain Corporate Matters 40

Our Management 42

Brief Profile of Directors 43

Our Promoters 46

IX. FINANCIALINFORMATION -

Financial Statements 47

X. OUTSTANDING LITIGATIONS 58

XI. LICENSE & GOVERNMENT APPROVALS 61

XII. PURPOSE OF LISTING 62

XIII. OTHERINFORMATION

Material Contracts And Documents For Inspection 64

Declaration 65

Page 3: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 2

SECTION I – DEFINITIONS AND ABBREVIATIONS

DEFINITIONS This Information Memorandum uses certain definitions and abbreviations, which unless the context indicates or implies otherwise, have the meanings as provided below. Reference to any legislation/s, act/s or regulation/s shall be to such legislation/s, act/s or regulation/s, as amended from time to time. Company Related Terms

Term Description

“The Company” or “Trident” or “Trident India” or "TIL" or “we” or “us” or “our”

Trident India Limited having its registered Office at 23,Ganesh Chandra Avenue,3rd Floor, Dharmatala, Kolkata West Bengal-700013 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 R. Jain & Associates.

Banker(s)to the Company The Bankers of the Company, Union Bank of India, Kolkata.

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. 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 Trident 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 at 23, Ganesh Chandra Avenue,3rd Floor, Dharmatala Kolkata West Bengal-700013 Registrar/ Registrar & Share

Transfer Agent/RTA The Registrar & Share Transfer Agent of the Company, Maheshwari Datamatics Pvt. Ltd. 6, Mangoe Lane, 2nd Floor, Kolkata - 700 001. Phone : 033 22435029 / 22482248Fax : 033 22484787 Email : [email protected]

Page 4: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 3

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 Union Bank Of India, Kolkata

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

Maheshwari Datamatics Pvt. Ltd.

Abbreviations

Term Description

Rs. or Rupees or INR

Indian Rupee Act or Companies Act The Companies Act, 1956, and The Companies Act,

2013, as amended from time to time. AGM Annual General Meeting.

AS Accounting Standards issued by the Institute of Chartered Accountants of India. AY Assessment Year.

BIFR Board for Industrial and Financial Reconstruction. MCX Multi Commodity Exchange Limited CAGR Compound Annual Growth Rate CG Central Government CIN Corporate Identification Number CDSL Central Depository Services (India) Limited Central Government The Central Government of India

Companies Act Companies Act , 1956 and Companies Act , 2013 Depositories NSDL and CDSL Depositories Act A depository registered with the SEBI under the

Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996

DIN Directors Identification Number

DP/ID Depository Participant Identity DP/Depository Participant A depository participant as defined under the Depositories Act, 1996

DSE Delhi Stock Exchange Limited

Direct Listing MCX–SX Direct Listing Norms

EBITDA Earnings Before Interest, Tax, Depreciation and Amortization

EGM Extraordinary General Meeting

EPS Earnings per Equity Share

ESOP Employees’ Stock Option Scheme

Financial year/fiscal/FY Period of twelve months ended March 31 of that particular year, unless otherwise stated

HUF Hindu Undivided Family IT Act The Income-tax Act,1961,as amended from time to time,

except as stated otherwise

Page 5: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 4

Indian GAAP Generally Accepted Accounting Principles in India IPO Initial Public Offer

ISO International Organisational for Standardisation ISIN

International Securities Identification Number NA Not Applicable NAV NetAssetValuebeingpaidupequitysharecapitalplusfreeres

erves(excluding reserves created out of revaluation) less deferred expenditure not written off(including miscellaneous expenses not written off) and debit balance of Profit and Loss account, divided by number of issued Equity Shares

NSDL National Securities Depository Limited MCX-SX Metropolitan Stock Exchange of India (Formerly known

as MCX Stock Exchange Ltd.). p.a. per annum PE Public Enterprise P/E Ratio Price/Earnings Ratio PAN Permanent Account Number allotted under the Income

Tax Act, 1961 PAT Profit after tax PBT Profit before tax RBI Reserve Bank of India RBI Act The Reserve Bank of India Act, 1934,as amended

fromtimeto time ROC Registrar of Companies, West Bengal, Kolkata RSE Regional Stock Exchange SCORES SEBI Complaints Redress System SEBI The Securities and Exchange Board of India

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

SWOT Strength, Weakness, Opportunities and Threats of the Company State Government The government of a state of the Union of India

Takeover Regulations

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended

Page 6: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 5

SECTION II – GENERAL

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA Certain Conventions Unless otherwise specified or the context otherwise requires, all references to “India” in

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 Trident India Limited.

Financial Data Unless indicated otherwise, the financial attain 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

Companies Act, 2013as amended (“Companies Act”) included elsewhere in this

Information Memorandum.

The financial year commences on 1st April 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.

Page 7: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 6

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 Trident India Limited Trident India Limited having made all reason able 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.

Page 8: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 7

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-14 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, 2015 Internal Risk Factors: 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. 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 being paired and its revenues could decline. 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. Availability of Finance Availability of credit or finance is a major factor which can have a direct impact on the performance of Trident. Tightening of credit norms by the Financer can have an adverse effect on the sale performance of Trident.

Page 9: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 8

External Risk Factors: 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. 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. 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. 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. 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.

Page 10: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 9

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.7 of this Information Memorandum and the section titled “Financial Information” and related notes beginning from page no.51 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 recovery of global economic conditions in late 2014-15, the current financial year unfolded an unprecedented stress to Indian economy and markets. The tightening of global liquidity increased external pressures and heightened the focus on India’s macroeconomic imbalances viz., high inflation, large current account and fiscal deficits and structural weaknesses particularly supply bottlenecks in infrastructure, power and mining. The impact of US Federal Reserve’s May 2014 announcement on Indian financial markets was one of the most severe amongst emerging markets with the rupee depreciation weighing on the stock market, foreign outflows from the debt market further aggravating the forex markets and impacting yields as also the equity market. Thus, the global developments since May 2014 have brought to the fore not just the stress in the financial markets and asset prices, but also their impact on other macroeconomic parameters, including growth, public finances and inflation, as also financial stability. In the wake of intense exchange rate pressures, stabilisation of the economy by restoring exchange rate stability was the foremost task. A series of exceptional monetary policy actions were taken to tighten interest rates to siphon off liquidity, to restrain the current account deficit (CAD) and to improve its financing. With the resultant improved stability in the foreign exchange market, exceptional liquidity and monetary measures were normalized. Having built the buffers in the interim, Indian economy and markets withstood the December 2014 tapering announcement better than its emerging market peers. In spite of the recent improvements in statistics, country faces a challenging macro-economic situation with growth slowing down, persistent inflation and lingering structural bottlenecks. The growth concerns remain dominant for Indian economy with GDP growth recording below 5 percent for seven successive quarters and index of industrial production (IIP) growth stagnating for two successive years. Even though the agriculture output and export performance strengthened, industrial growth continues to stagnate. The leading indicators of the services sector exhibited a mixed picture. During the year, growth picked up in emerging markets, but the momentum appeared to be weaker thanin the advanced economies mainly due to less favorable external environment and country specific concerns like high inflation and wide current account deficit producing weak investor sentiments for emerging markets. I. Growth the Indian economy, which witnessed a slowdown after a robust growth of over 8 percent in 2010-11, troughed to a decadal low rate of 4.5 percent in 2013-14 and the provisional estimate stood at a marginal high of 4.7 percent in 2014-15. As per the provisional estimates of Central Statistical Office (CSO), Gross Domestic Product (GDP) at factor cost at constant (2004-05) prices in the year 2013-14 is `57,41,791 crore, as against the first revised estimate of GDP for the year 2012-13 of `54,82,111 crore (Table 1.1). In 2014-15, the overall growth is expected to improve on the back of a reviving agriculture sector, with a growth rate of 4.7 percent as compared to 1.4 percent in 2012- 13. However, Industry which recorded a growth of 0.9 percent continues to dampen further over the previous year. Service sector continued to maintain its momentum over the previous two years with a growth of 6.2 percent in 2013-14. However, sub-sectors trade, hotels, transport and communication recorded a sluggish growth of 3.0 percent in 2014-15.

SECTION IV – INDUSTRY OVERVIEW

Page 11: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 10

Indian Financial Services Sector: Services sector has been a major contributor to India’s GDP and growth with a rising share of 67.3 percent in the GDP in 2013-14 as against 66.4 percent in 2013-14. The sector, however, is expected to grow at 6.2 percent in 2014-15, similar to growth observed in 2013-14 but much higher than the other two sectors of the economy. The sector with high growth potential was largely hampered due to a tad increase of 3.0 percent observed in ‘Trade, Hotels, Transport and Communication’ sub -sector, as compared to 5.1 percent recorded in 2012- 13. Weak consumer confidence has impacted the sale of passenger cars, commercial vehicles and three wheelers. Nonetheless, the reduction in excise duty on passenger vehicles and two wheelers, as announced in the interim budget for 2014-15, is expected to augur well for the sector. ‘Financing, Insurance, Real Estate and Business Services’ sub-sector has further increased its share in GDP from 19.1 percent in 2012-13 to 20.3 percent in the current year. The sub-sector continues to outperform the other three sub-sectors while recording a growth rate of 12.9 percent in 2013-14 as compared to 10.9 percent observed in 2012- 13. Construction sub sector, with 7.4 percent weight in GDP, is expected to grow at 1.6 percent in 2013-14 as against 1.1 percent recorded in the previous financial year. ‘Community, Social and Personal Services’ sub-sector, which contributes 13.1 percent share in GDP, is estimated to grow at 5.6 percent in the current year, slightly higher than the growth rate of 5.3 percent achieved in 2012-13. India’s services sector has emerged as a prominent sector over a decade in terms of its contribution to national and states incomes, FDI inflows and employment. Capital Markets: The year 2013-14 reaped accomplishments for Indian securities markets with benchmark indices, BSE Sensex and NSE Nifty registering all-time highs in the wake of high volatility observed throughout the year due to global headwinds. Indian stock markets extended their record breaking spree with the Sensex hitting a new peak and closing 22,386 on March 31, 2014, breaching the 20,000 mark touched during 2012-13. Nifty, too, crossed the 6,000 mark of 2012-13 and logged to a new lifetime high by closing at 6,704 on March 31, 2014. While Sensex observed a growth of 18.8 percent, Nifty recorded a growth of 18.0 percent. The market capitalization of BSE stood at `74, 15,296 crore as on last trading day of March 2014 as against `63,87,887 crore at end March 2013 while its ratio to GDP stood at 65.3 percent for 2013-14. The market capitalization of NSE was `72,77,720 crore at end-March 2014 compared to `62,39,035 crore as of end March 2013 while its ratio to GDP stood at 64.1 percent for 2013-14. The third national level stock exchange, MCX-SX, recorded a market capitalization of `72,39,670 crore in 2013-14 and its ratio to GDP at 64.0 percent. The demat statistics at depositories, NSDL and CDSL exhibited an accelerating trend in terms of number of demat accounts and demat quantity. The number of demat accounts at CDSL and NSDL witnessed a growth of 5.4 percent and 2.9 percent respectively over the previous year. Moreover, the number of listed companies at NSE and BSE continued to rise. (Table 1.5a and 1.5b) The trading activity rebounded slightly in the global listed derivatives markets in 2013, after suffering the largest decline in volumes in more than a decade. As per the Futures Industry Association (FIA) Annual Survey 2013, the total number of futures and options traded on exchanges worldwide reached to a level of 21.6 billion contracts, up by 2.1 percent compared to the previous year but still well below the levels seen in 2011 and 2010. Nonetheless, NSE’s CNX Nifty Index options were the world’s most traded options while, U.S. Dollar/Indian Rupee Futures at NSE and MCX-SX were ranked first and second respectively in terms of foreign exchange futures and options contracts traded in 2013. The turnover in the Equity derivative segment exhibited an increase of 22.9 percent and stood at `4,75,75,571 crore in 2013-14. Amidst the volatile rupee during the year, the currency derivative segment turnover registered a decline of 23.9 percent to reach `69,80,855 crore in 2013-14. The oldest Stock Exchange, BSE, commenced its operations in currency derivative segment in November 2013 and recorded `2,44,312

Page 12: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 11

crore turnover during November 2013 - March 2014. (Table 1.6) The introduction of cash settled Interest rate futures on 10-year GOI security in January 2014 heralds the beginning of a new era in the fixed income derivatives market. This step towards integration of the Indian Securities Market with the rest of the world may be seen as a path breaking initiative as it is expected to pave the way for various innovations at the derivative front in the time to come. Interest Rate Derivative segment at NSE also picked up the momentum in 2013- 14 and the combined turnover of NSE, BSE and MCX-SX stood at `39,944 crore. The foreign investments in India contributed by the FIIs/SAs stood at `15,93,869 crore in 2013-14, an increase of 19.3 percent over the previous year. On the same lines, FDI investments also witnessed a rise of 22.5 percent and assets under custody valued at `2,94,945 crore in 2013-14. (Table 1.7) SEBI also succeeded in promoting and sustaining an efficient and robust global financial infrastructure with a view to streamline investor protection and to make investors confident and aware while investing in securities market. Various policy reforms in the area of Investor Grievance Redressal Mechanism have been embarked during the financial year. Foreign Portfolio Investors Regulations were notified in order to harmonize the different routes for foreign portfolio investments along with introduction of Institutional Trading Platform (ITP) for SME including startups, adoption of new CPSS-IOSCO standards of PFMIs, launch of cash settled Interest Rate Futures, dedicated debt segment and many such reforms, elaborated in upcoming sections. Source: SEBI Annual Report 2014-15 Investments/developments: With the improvement in the economic scenario, there have been various investments leading to increased M&A activity. Some of them are as follows: India has emerged as one of the strongest performers with respect to deals across the world in terms of mergers and acquisitions (M&A). M&A activity increased in 2014 with deals worth US$ 38.1 billion being concluded, compared to US$ 28.2 billion in 2013 and US$ 35.4 billion in 2012. The total transaction value for the month of May 2015 was US$ 3.3 billion involving a total of 115 transactions. In the M&A space, pharma continues to be the dominant sector amounting to 23 per cent of the total transaction value. India’s Index of Industrial Production (IIP) grew by 4.1 per cent in April 2015

compared to 2.5 per cent in March 2015. The growth was largely due to the boost in manufacturing growth, which was 5.1 per cent in April compared to 2.8 per cent in the previous month.

India’s Consumer Price Index (CPI) inflation rate increased to 5.01 per cent in May 2015 compared to 4.87 per cent in the previous month. On the other hand, the Wholesale Price Index (WPI) inflation rate remained negative at 2.36 per cent for the seventh consecutive month in May 2015 as against negative 2.65 per cent in the previous month, led by low crude oil prices.

India's consumer confidence continues to remain highest globally for the fourth quarter in a row, riding on positive economic environment and lower inflation. According to Nielsen’s findings, India’s consumer confidence score in the first quarter of 2015 increased by one point from the previous quarter (Q4 of 2014). With a score of 130 in the first quarter (2015), India's consumer confidence score is up by nine points from the corresponding period of the previous year (Q1 of 2014) when it stood at 121.

India’s current account deficit reduced sharply to US$ 1.3 billion (0.2 per cent of GDP) in the fourth quarter of 2015 compared to US$ 8.3 billion (1.6 per cent of GDP) in the previous quarter, indicating a shrink in the current account deficit by 84.3 per cent quarter-on-quarter basis.

India's foreign exchange reserve stood at a record high of US$ 354.28 billion in the week up to June 12, 2015 – indicating an increase of US$ 1.57 billion compared to previous week.

Owing to increased investor confidence, net Foreign Direct Investment (FDI) inflows touched a record high of US$ 34.9 billion in 2015 compared to US$ 21.6 billion in

Page 13: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 12

the previous fiscal year, according to a Nomura report. The report indicated that the net FDI inflows reached to 1.7 per cent of the GDP in 2015 from 1.1 per cent in the previous fiscal year.

Government Initiatives: Numerous foreign companies are setting up their facilities in India on account of various government initiatives like Make in India and Digital India. Mr Narendra Modi, Prime Minister of India, has launched the Make in India initiative with an aim to boost the manufacturing sector of Indian economy. This initiative is expected to increase the purchasing power of an average Indian consumer, which would further boost demand, and hence spur development, in addition to benefiting investors. Besides, the Government has also come up with Digital India initiative, which focuses on three core components: creation of digital infrastructure, delivering services digitally and to increase the digital literacy. Currently, the manufacturing sector in India contributes over 15 per cent of the GDP. The Government of India, under the Make in India initiative, is trying to give boost to the contribution made by the manufacturing sector and aims to take it up to 25 per cent of the GDP. Following the government’s initiatives several plans for investment have been undertaken which are as follows: Foxconn Technology group, Taiwan’s electronics manufacturer, is planning to manufacture Apple iPhones in India. Besides, Foxconn aims to establish 10-12 facilities in India including data centers and factories by 2020.

India Electronics and Semiconductor Association (IESA) and Nasscom have signed a MoU to push electronics manufacturing share to 25 per cent of GDP by 2025. Under the MoU approval has been given to 21 electronic clusters.

Hyderabad is set to become the mobile phone manufacturing hub in India and is expected to create 150,000 – 200,000 jobs. Besides, the Telangana Government aims to double IT exports to Rs 1.2 trillion (US$ 18.7 billion) by 2019.

Ford Motor Company has started working on plans to manufacture EcoSport in India for exporting it to US. The company has provided the quotation for 90,000 units every year, which is greater than the vehicles it sells in India.

Hyundai Heavy Industries (HHI) and Hindustan Shipyard Ltd have joined hands to build warships in India. Besides, Samsung Heavy Industries and Kochi Shipyard will be making Liquefied Natural Gas (LNG) tankers.

Mercedes-Benz plans to increase the number of cars it manufactures in India by doubling the capacity to 20,000 vehicles a year and has come up with a new plant in Pune.

Under the Digital India initiative numerous steps have been taken by the Government of India. Some of them are as follows:

The Government of India has launched a digital employment exchange which will allow the industrial enterprises to find suitable workers and the job-seekers to find employment. The core purpose of the initiative is to strengthen the communication between the stakeholders and to improve the efficiencies in service delivery in the MSME ministry. According to officials at the MSME ministry over 200,000 people have so far registered on the website.

The Ministry of Human Resource Development recently launched Kendriya Vidyalaya Sangthan’s (KVS) e-initiative ‘KV Shaala Darpan’ aimed at providing information about students electronically on a single platform. The program is a step towards realising Digital India and will depict good governance.

The Government of India announced that all the major tourist spots like Sarnath, Bodhgaya and Taj Mahal will have a Wi-Fi facility as part of digital India initiative. Besides, the Government has started providing free Wi-Fi service at Varanasi ghats.

Page 14: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 13

Based on the recommendations of the Foreign Investment Promotion Board (FIPB), the Government of India has approved 10 proposals of FDI amounting to Rs 2,857.83 crore (US$ 445.21 million) approximately. Out of the 10 approved proposals, six belonged to the pharmaceutical sector with a total value of Rs 1,415 crore (US$ 221.05 million) excluding the outflows. The Union Cabinet, chaired by the Prime Minister Mr Narendra Modi, has given its approval to enter into a Memorandum of Understanding (MoU) for strengthening cooperation in the field of Micro, Small and Medium Enterprises (MSMEs), between India and Sweden. The purpose of the MoU is to achieve and promote cooperation between MSMEs of the two countries by providing a structured framework and creating an environment to identify each other’s technologies, strengths, markets, policies, etc. The Government of India has launched an initiative to create 100 smart cities as well as Atal Mission for Rejuvenation and Urban Transformation (AMRUT) for 500 cities with an outlay of Rs 48,000 crore (US$ 7.47 billion) and Rs 50,000 crore (US$ 7.78 billion) crore respectively. Smart cities are satellite towns of larger cities which will consist of modern infrastructure and will be digitally connected. The program was formally launched on June 25, 2015. The Phase I for Smart City Kochi (SCK) is set to launch in July 2015 which will be built on a total area of 650,000 sq. ft., having a floor space greater than 100,000 sq. ft. Besides, it will also generate a total of 6,000 direct jobs in the IT sector. Road Ahead: The International Monetary Fund (IMF) and the Moody’s Investors Service have forecasted that India will witness a GDP growth rate of 7.5 per cent in 2016, due to improved investor confidence, lower food prices and better policy reforms. Besides, according to mid-year update of United Nations World Economic Situation and Prospects, India is expected to grow at 7.6 per cent in 2015 and at 7.7 per cent in 2016. As per the latest Global Economic Prospects (GEP) report by World Bank, India is leading The World Bank’s growth chart for major economies. The Bank believes India to become the fastest growing major economy by 2015, growing at 7.5 per cent. According to Mr Jayant Sinha, Minister of State for Finance, Indian economy would continue to grow at 7 to 9 per cent and would double in size to US$ 4–5 trillion in a decade, becoming the third largest economy in absolute terms. Furthermore, initiatives like Make in India and Digital India will play a vital role in the driving the Indian economy. Exchange rate used: INR 1 = US$ 0.015 as on June 17, 2015

Source: http://www.ibef.org/economy/indian-economy-overview

Page 15: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 14

SECTION V – OUR BUSINESS

Our Company was incorporated as “Trident India Limited” on 22nd February, 1985 under the Companies Act, 1956 with the Registrar of Companies, Delhi & Haryana having its registered office at Hari Nagar, Clock Tower Delhi 110064. The Company shifted its registered office from Hari Nagar, Clock Tower Delhi 110064 to 23, Ganesh Chandra Avenue, 3rd Floor, Dharmatala Kolkata West Bengal- 700013 having jurisdiction under Registrar of Companies Kolkata, West Bengal with effect from 9th April, 2013. The Corporate Identification Number (CIN) of the Company is L52110WB1985PLC196555 The Company is listed with Delhi Stock Exchange Limited (DSE) which has been derecognized by SEBI vide its order dated 19th of November, 2014.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. The foremost object of our company is to meet the expectation of our investors why providing the timely services. Trident is merely engaged in the business of providing loans and advances to the investors and the financial institutions. The investors of the company are well pleased with the services of the company and expecting more diversification and resourceful services in the near future. 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 promoter track record allows the Company to rapidly grow its client portfolio and business.

Page 16: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 15

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 client have 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.

Plant and Machinery

Since we are a service sector company, we do not own any major plant and machinery.

Collaborations We have not entered into any technical or other collaboration.

UTILITIES & INFRASTRUCTURE FACILITIES We require computers and laptops for our data preparation work. Our registered office is equipped with latest computer systems, relevant software’s, uninterrupted power supply, internet connectivity, security and other facilities, which are required for our business operations to function smoothly.

Page 17: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 16

MANPOWER

Our Company is committed towards creating an organization that nurtures talent. We provide our employees an open atmosphere with a continuous learning platform that recognizes meritorious performance. As on the date of filling Information Memorandum, we have 7 people on the payrolls:

Category No. of Persons

Directors 04

Company Secretary or Compliance Officer 01

Chief Financial Officer 01

Head Administration Department 01

HEALTH, EMPLOYEE SAFETY & ENVIRONMENT

Our Company constantly takes initiatives to reduce the risk of accidents at our facilities including:

ensuring that plant employee safety manuals covering employee safety and environmental

procedures are in place and implemented;

providing training programs on employee safety and environment to all employees;

implementing regular proactive employee safety audits to identify and eliminate unsafe

incidence and unsafe acts, management review meetings and periodic employee safety

meetings;

implementing employee safety and environment regulations;

Implementing corrective and preventive measures for all incidents and accidents.

CAPACITY AND CAPACITY UTILIZATION

Our Company is engaged in the service sector and hence capacity and capacity utilization is not applicable to us. PROPERTY Registered Office: 23, Ganesh Chandra Avenue, 3rd Floor, Dharmatala Kolkata West Bengal- 700013 INTELLECTUAL PROPERTY Our Company does not hold any intellectual property. FUTURE OUTLOOK The future plans of our Company are in line with the way the industry is thinking and planning ahead. Our Company is trying to increase the geographical areas of operations to cater to the growing market.

Page 18: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 17

SECTION VI – INTRODUCTION SUMMARY OF BUSINESS

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

Overview Our Company was incorporated as “Trident India Limited” on 22nd February, 1985 under the Companies Act, 1956 with the Registrar of Companies, Delhi & Haryana having its registered office at Hari Nagar, Clock Tower Delhi 110064. The Company shifted its registered office from Hari Nagar, Clock Tower Delhi 110064 to 23, Ganesh Chandra Avenue, 3rd Floor, Dharmatala Kolkata West Bengal- 700013 having jurisdiction under Registrar of Companies Kolkata, West Bengal. With effect from 09th April, 2013 Delhi Stock Exchange Limited (DSE) which has been derecognized by SEBI vide its order dated 19th of November, 2014.The Corporate Identification Number (CIN) of the Company is L52110WB1985PLC196555. The Authorized Capital of the Company is Rs. 10,000,000/-and Paid-up Capital is Rs. 99, 60,000/-.

Page 19: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 18

SUMMARY OF FINANCIAL INFORMATION

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

financial statements for the last five financial year 2015-2011. 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.

Summary Statement of Assets and Liabilities

Particulars As at 31st March

2015 2014 2013 2012 2011

Net Worth

Share Capital 9960000 9960000 9960000 9960000 9960000

Reserve & Surplus -1234975.71 -1538339.71 -1676668 -1693807.21 -1719615.21

Total Net Worth 8725024.29 8421660.29 8283332 8266192.79 8240384.79

Share Application

Money Pending Allotment

Non-current Liabilities

Deferred Tax Assets (Net) 0 0 0 0 0

Total Non-Current Liabilities 0 0 0 0 0

Current Liabilities

Short-term Borrowings 0 0 0 0

Short-term Provisions 57954 25766 4036 6077 0

Sundry Creditors / Trade Payables 95590 284310 224239 80941 93026

Other Current Liabilities 0 0 0 0 0

Total Current Liabilities 153544 310076 228275 87018 93026

TOTAL EQUITY AND LIABILITIES 8878568.29 8731736.29 8511607 8353210.79 8333410.79

Non-current assets

Fixed Assets

Gross Block 0 0 0 0 879203.65

Less: Deprecation 0 0 0 0 842424.65

Net Block 0 0 0 0 36779

Non-Current Investment 3257400 3257400 3257400 3257400 3257400

Long-term Loans and Advances 0 0 0 0 0

Total Non-current assets 3257400 3257400 3257400 3257400 3294179

Current Assets

Cash & Cash Equivalents 276631.29 334043.29 71995.79 71995.79 121149.79

Trade receivables 277492 364174 364174 364174 364174

Short-term Loans & Advances 5067045 4776119 4818037 4659641 4553908

Other Current Assets 0 0 0 0 0

Total Current Assets 5621168.29 5474336.29 5254207 5095810.79 5039231.79

TOTAL ASSETS 8878568.29 8731736.29 8511607 8353210.79 8333410.79

Page 20: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 19

Statement of Profit And Loss Account

Particulars

For the year ended 31st March

2015 2014 2013 2012 2011

Income

Income from Operations 438629 280910 110640 180886 0

Other Income 0 0 0 9360 0

Total 438629 280910 110640 190246 0

Expenditure

Depreciation 0 0 0 0 7563

Other Expenses 134504 145689.5 89465 158361 77020

Total 134504 145689.5 89465 158361 84583

Profit before tax 304125 135220.5 21175 31885 -84583

Less: Tax Expense 761 -3108 4036 6077 0

Current Tax 0 0 0 0 0

Deferred Tax 0 0 0 0 0

Total Tax Expenses 761 -3108 4036 6077 0

Profit after Tax 303364 138328.5 17139 25808 -84583

Earnings Per Share

Basic 0.30 0.14 0.02 0.03 -0.08

Diluted 0.30 0.014 0.02 0.03 -0.08

Page 21: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 20

Cash Flow Statement

Particulars For the year ended 31st March

2015 2014 2013 2012 2011

CASH FLOW FROM OPERATING ACTIVITIES:

Profit before tax 304125 135220.5 21175 31885 -84583 Non-cash adjustment to reconcile profit before tax to net cash flows

- -

Depreciation/ amortization 7563

Loss/(profit) on sale of fixed assets - 1779

Interest Income -438629 -280910 110640 180886

Operating profit before working capital changes -134504 145689.5 -89465 147222 -77020

Movements in working capital:

Increase/ (decrease) in trade payables -188720 60071 143298 12085

Increase/ (decrease) in short term provisions 32188 21730 -2041 6077

Increase/ (decrease) in other current liabilities -123160

Decrease/(increase) in trade receivables 86682 2199963

Decrease/(increase) in short term loans and advances -290926 41918 158396 105733

Cash generated from/ (used in ) operations -495280 21970.5 106604 258963 1999783

Direct taxes paid(net of refunds) 761 -3108 4036 6077

Net cash flow from/ (used in) (A) -496041 18862.5 110640 265040

Cash flows from investing activities

Purchase of investment 1900000

Proceeds from sale of fixed assets 35000

Interest received 438629 280910 110640 180886

Net cash flow from/ (used in) Investing activities (B) 438629 280910 110640 215886 1900000

Cash flows from financing activities

Proceeds from short term borrowings

Interest from short term borrowings

Interest received

Net cash flows from / (used in) in financing activities ( C)

Net: Increase/(decrease) in cash and cash equivalents (A+B+C)

-57412 262047.5 0 -49154

99783

Cash and cash equivalents at the end of the year

334043.29 71995.79 71995.79 121149.7

9

21366.79

Components of cash and cash equivalents

276631.29 334043.29 71995.79 71995.79 121149.79

Cash in hand with banks in current account 51079.75 51079.75 51079.75 51079.75

Total cash and cash equivalents 225551.54 282963.54 20916.04 20916.04

Summary of significant accounting policies 276631.29 334043.29

71995.7

9 71995.79

Page 22: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 21

GENERAL INFORMATION

CORPORATE IDENTIFICATION NUMBER (CIN) L52110WB1985PLC196555

REGISTERED OFFICE OF THE COMPANY 23, Ganesh Chandra Avenue, 3rd Floor, Dharmatala Kolkata ,West Bengal-700013

TELEPHONE 033-22114457

EMAIL-ID [email protected]

WEBSITE www.triindialtd.com

REGISTRAR OF COMPANIES

Nizam Palace

2nd MSO Building

2nd Floor, 234/4, A.J.C.B. Road

Kolkata - 700020

Phone: 033-2287 7390

Fax 033-22903795

[email protected]

STOCK EXCHANGES (where the equity shares of the company are listed)

Delhi Stock Exchange Limited (DSE)

Board of Directors

Name of the Directors

Category DIN Address

Prakash Chand Sethi

Managing Director

01004493 Flat No. 1902, 9th Floor, Sgree Ran Garden, Kanke Road, Ranchi, 834008, Jharkhand, India

Vijay Kumar Jain Non-Executive

Director 01376813 Big Shop Gel Church Complex, Main

Road, Ranchi, 834001, Jharkhand, India

Rinku Adhikary Independent

Director 07140015 Churnipota, Subarna bihar, Kolkata,

741103, West Bengal, India

Sushil Kumar

Sharma Independent

Director 03223799

19 Jelia Para Lane,, 15, Howrah Municipal Corp. Golabari, Howrah, 711106, West Bengal, India

Page 23: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 22

Company Secretary And Compliance Officer

Alokananda Goswami Membership No. :A39510

Address :64, Santoshpur Avenue, 2b, Onobin Apartment, Kolkata, 700075, West Bengal, India

Email Id:[email protected] Telephone:033-22114457

Chief Financial Officer

Sobhan Kumar Roy PAN: AEEPR7903M

Address: New Amravati Colony,Near Rly. Colony, Chutia. Ranchi

D.O.B: (46 years) 29.06.1969 Date of Appointment: 15.10.2015

Share Transfer Agents

Maheshwari Datamatics Pvt. Ltd. 6, Mangoe Lane, 2nd Floor,

Kolkata - 700 001. Phone : 033 22435029 / 22482248

Fax : 033 22484787 Email : [email protected]

Bankers To The Company

Union Bank Of India (Add : Canning Street Branch Kolkata - 700001

Statutory Auditors

R. Jain & Associates, Ratanlal Surajmal Compound Main road

Ranchi - 834001

Page 24: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 23

CAPITAL STRUCTURE

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

Sr. No.

Particulars Aggregate Nominal

Value (Rs.)

A Authorized Share Capital:

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

B Issued, Subscribed and Paid up Capital

996000 equity shares of Rs.10/-each fully paid up 99,60,000.00

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.)

Consideration

18.03.1986 249000 10 10

Initial Public Issue

0 0 10

24.12.1986 747000 10 10 Further Issue 0 0 10

CONVERTIBLE INSTRUMENTS / WARRANTS

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

Page 25: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 24

Shareholding pattern as per clause 35 of the Listing Agreement as on 30th June, 2015

Introductory sub-table (I)(a)

Name of the Company: Trident India Limited

Scrip Code, Name of the scrip, class of security: 20067

Quarter ended: 30th June, 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 NIL NIL NIL

Held by public NIL NIL NIL

Total NIL NIL NIL

Outstanding convertible securities:-

No. of outstanding securities

As a % of total no. of outstanding convertible securities

As a % of total no. of shares of the company, assuming full conversion of the convertible securities

Held by promoter/promoter group

NIL NIL NIL

Held by public NIL NIL NIL

Total NIL NIL NIL

Warrants:- No. of warrants As a % of total no. of warrants

Outstanding convertible securities:-

Held by promoter/promoter group

NIL NIL NIL

Held by public NIL NIL NIL

Total NIL NIL NIL

Total paid-up capital of the company, assuming full conversion of warrants and convertible securities

996000 Shares of Rs. 10 each

Page 26: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 25

Statement Showing Shareholding Pattern

Table (I)(a)

Category code

Category of Shareholder

Number of Shareholders

Total number of shares

Number of shares held in dematerialized form

Total shareholding as a percentage of total number of shares

Shares Pledged or otherwise encumbered

As a percentage of (A+B)1

As a percentage of (A+B+C)

Number of

shares

As a percentage

(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 5 542920 - 54.51 54.51 - -

(b) Central Government/ State Government(s)

- 0.00 0.00 - -

(c) Bodies Corporate

- 0.00 0.00 - -

(d) Financial Institutions/ Banks

- 0.00 0.00 - -

(e) Any Others(Specify)

- 0.00 0.00 - -

(e-i)

0.00 0.00 - -

(e-ii)

0.00 0.00 - -

Sub Total(A)(1) 5 542920 0 54.51 54.51 0 0.00

2 Foreign

a Individuals (Non-Residents Individuals/ Foreign Individuals) - - - 0.00 0.00

-

b Bodies Corporate - - - 0.00 0.00

- c Institutions - - - 0.00 0.00

-

d Qualified Foreign Investor - - - 0.00 0.00

-

e Any Others(Specify) - - - 0.00 0.00

- e-i

0.00 0.00

-

e-ii

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) 5 542920 0 54.51 54.51 0 0.00

Page 27: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 27

(B) Public shareholding

1 Institutions (a) Mutual Funds/ UTI - 0.00 0.00 - -

(b) Financial Institutions / Banks

- 0.00 0.00 - - (c) Central

Government/ State Government(s) - 0.00 0.00 - -

(d) Venture Capital Funds

- 0.00 0.00 - -

(e) Insurance Companies - 0.00 0.00 - -

(f) Foreign Institutional Investors

- 0.00 0.00 - - (g) Foreign Venture

Capital Investors - 0.00 0.00 - -

(h) Qualified Foreign Investor - 0.00 0.00 - -

(i) Any Other (specify) - 0.00 0.00 - - Sub-Total (B)(1) 0 0 0 0.00 0.00 - -

B 2 Non-institutions (a) Bodies Corporate 20 346580 34.80 34.80 - - (b) Individuals 0.00 0.00 - -

I

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

85 63000 6.33 6.33 - - II ii. Individual

shareholders holding nominal share capital in excess of Rs. 1 lakh. 2 43500 4.37 4.37 - -

(c) Qualified Foreign Investor 0.00 0.00 - -

(d) Any Other (specify) 0.00 0.00 - -

Sub-Total (B)(2) 107 453080 0 45.49 45.49 - -

(B)

Total Public

Shareholding (B)=

(B)(1)+(B)(2) 107 453080 0 45.49 45.49 - -

TOTAL (A)+(B) 112 996000 0 100.00 100.00 - -

(C) Shares held by Custodians and

against which

Depository Receipts have been

issued

1 Promoter and Promoter Group

0.00 -

2 Public 0.00 -

Sub-Total (C ) 0 0 0 0

GRAND TOTAL

(A)+(B)+(C) 112 996000 0 100.00 0 0.00

Page 28: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 28

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

persons belonging to the category “Promoter and Promoter Group”

Sr. No

.

Name of the shareholder

Details of Shares held

Encumbered shares (*)

Details of warrants

Details of

convertible

securities

Total shares (including

underlying shares assuming

full conversion of warrants and convertible

securities) as a % of diluted

share capital

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 )

Numbe

r of warrant

s held

As a %

total number

of war

rants of

the sam

e class

Number of

convertible secur

ities held

As a %

total number

of conve

rtible securities

of the same

class

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

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

1 Kiran Devi

Jain

30300 3.04

0.00 0.00 0 0

2 Santosh Kumar Jain

30500 3.06

0.00 0.00 0 0

3 Nirmal Kumar

Jain(HUF)

391120 39.27

0.00 0.00 0 0

4 Vijay Kumar Jain

30000 3.01

0.00 0.00 0 0

5 Chandra Kala

Jain

61000 6.12

0.00 0.00 0 0

TOTAL 542920 54.51 0 0.00 0.00 0 0 0 0 0

(*) The term “encumbrance” has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011

Page 29: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 28

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

Sr. No.

Name of the shareholder

Number of

shares held

Shares as a

percentage of total

number of

shares {i.e.,

Grand Total

(A)+(B)+(C)

indicated in

Statement at para (I)(a)

above}

Details of warrants Details of convertible securities

Total shares

(including underlying

shares assuming

full conversion

of warrants

and convertible securities) as a % of diluted share

capital

Number of warrants held

As a % total number of warrants of the same class

Number of convertible securities held

% w.r.t total number of convertible securities of the same class

1 M.L.JAIN (HUF) 25000 2.51

2 NAHAR HOLDING PVT. LTD. 10000 1.00

3 RAVINDRA KR. SINHA (HUF) 18500 1.86

4 ESSKAY BUSINESS PVT. LTD. 30000 3.01

5 NAKAMICHI SECURITIES (P) LTD. 225080 22.60

TOTAL 308580 30.98 0 - 0 - 0

Page 30: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 29

(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

Sr. No. Name(s) of the

shareholder(s) and

the Persons Acting in

Concert (PAC) with

them

Numbe

r

of

shares

Shares

as a

percenta

ge of

total

number

of shares

{i.e.,

Grand

Total

(A)+(B)

+(C)

indicate

d in

Stateme

nt at

para

(I)(a)

above}

Details of

warrants

Details of

convertible

securities

Total

shares

(includ

ing

underl

ying

shares

assumi

ng full

conver

sion of

warra

nts

and

conver

tible

securit

ies) as

a

% of

diluted

share

capital

Num

ber of

warra

nts

As a %

total

numbe

r of

warran

ts of

the

same

class

Nu

mbe

r of

conv

erti

ble

secu

ritie

s

held

%

w.r.t

total

numbe

r of

convert

ible

securiti

es

of the

same

class

1 NAKAMICHI SECURITIES (P) LTD. 225080 22.60 0.00 0.00

TOTAL 616207 61.87 0 0 0 0 0

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

Sr. No. Name of the shareholder Number 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}

1 0.00

2 0.00

TOTAL 0 0.00

I)(a) Statement showing details of Depository Receipts (DRs)

Sr. No. Type of

outstanding DR

(ADRs, GDRs,

SDRs, etc.)

Number of

outstanding

DRs

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 (I)(a)

above}

1 0.00

2 0.00

TOTAL 0 0 0.00

Page 31: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 30

(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 (I)(a)

above}

1 0.00

2 0.00

TOTAL 0 0.00

Shareholding pattern as per clause 35 of the Listing Agreement as on 30th September, 2015

Introductory sub-table (I)(a)

Name of the Company: Trident India Limited

Scrip Code, Name of the scrip, class of security: 20067

Quarter ended: 30th Sept, 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 NIL NIL NIL

Held by public NIL NIL NIL

Total 0 NIL NIL

Outstanding convertible securities:-

No. of outstanding securities

As a % of total no. of outstanding convertible securities

As a % of total no. of shares of the company, assuming full conversion of the convertible securities

Held by promoter/promoter group NIL NIL

Held by public NIL NIL

Total 0 NIL NIL

Warrants:- No. of warrants

As a % of total no. of warrants

As a % of total no. of shares of the company, assuming full conversion of warrants

Held by promoter/promoter group NIL NIL

Held by public NIL NIL

Total 0 NIL NIL

Total paid-up capital of the company, assuming full conversion of warrants and convertible securities

996000 Shares of Rs. 10 each

Page 32: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 31

Statement Showing Shareholding Pattern

Table (I)(a) Category code

Category of Shareholder

Number of Shareholders

Total number of shares

Number of shares held in dematerialized form

Total shareholding as a percentage of total

number of shares

Shares Pledged or otherwise

encumbered

As a percentage of(A+B)1

As a percentag

e of (A+B+C)

Number of

shares

As a percentage

(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 5 542920 - 54.51 54.51 - - (b) Central Government/

State Government(s) - 0.00 0.00 - -

(c) Bodies Corporate - 0.00 0.00 - - (d) Financial Institutions/

Banks - 0.00 0.00 - -

(e) Any Others(Specify) - 0.00 0.00 - - Sub Total(A)(1) 5 542920 0 54.51 54.51 0 0.00 2 Foreign a Individuals (Non-

Residents Individuals/ Foreign Individuals) - - - 0.00 0.00 -

b Bodies Corporate - - - 0.00 0.00 - c Institutions - - - 0.00 0.00 - d Qualified Foreign

Investor - - - 0.00 0.00 - e Any Others(Specify) - - - 0.00 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) 5 542920 0 54.51 54.51 0 0.00

(B) Public shareholding 1 Institutions (a) Mutual Funds/ UTI - 0.00 0.00 - - (b) Financial Institutions /

Banks - 0.00 0.00 - - (c) Central Government/

State Government(s) - 0.00 0.00 - -

(d) Venture Capital Funds - 0.00 0.00 - - (e) Insurance Companies - 0.00 0.00 - - (f) Foreign Institutional

Investors - 0.00 0.00 - -

Page 33: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 33

(g) Foreign Venture Capital Investors

- 0.00 0.00 - -

(h) Qualified Foreign Investor - 0.00 0.00 - -

(i) Any Other (specify) - 0.00 0.00 - - Sub-Total (B)(1) 0 0 0 0.00 0.00 - -

B 2 Non-institutions

(a) Bodies Corporate 32 390580 39.21 39.21 - - (b) Individuals 0.00 0.00 - -

I

Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh 74 37500 3.77 3.77 - -

II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. 1 25000 2.51 2.51 - -

(c) Qualified Foreign Investor 0.00 0.00 - -

(d) Any Other (specify) 0.00 0.00 - -

Sub-Total (B)(2) 107 453080 0 45.49 45.49 - -

(B)

Total Public

Shareholding (B)= (B)(1)+(B)(2)

107 453080 0 45.49 45.49 - -

TOTAL (A)+(B) 112 996000 0 100.00 100.00 - -

(C) Shares held by

Custodians and

against which Depository

Receipts have been

issued 1 Promoter and

Promoter Group

0.00 -

2 Public 0.00 -

Sub-Total (C ) 0 0 0 0

GRAND TOTAL

(A)+(B)+(C) 112 996000 0 100.00 0 0.00

Page 34: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 33

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

persons belonging to the category “Promoter and Promoter Group”

Sr. No

.

Name of the shareholder

Details of Shares held

Encumbered shares (*)

Details of warrants

Details of

convertible

securities

Total shares (including

underlying shares assuming

full conversion of warrants and convertible

securities) as a % of diluted

share capital

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 )

Numbe

r of warrant

s held

As a %

total number

of war

rants of

the sam

e class

Number of

convertible secur

ities held

As a %

total number

of conve

rtible securities

of the same

class

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

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

1 Kiran Devi

Jain

30300 3.04

0.00 0.00 0 0

2 Santosh Kumar Jain

30500 3.06

0.00 0.00 0 0

3 Nirmal Kumar

Jain(HUF)

391120 39.27

0.00 0.00 0 0

4 Vijay Kumar Jain

30000 3.01

0.00 0.00 0 0

5 Chandra Kala

Jain

61000 6.12

0.00 0.00 0 0

TOTAL 542920 54.51 0 0.00 0.00 0 0 0 0 0

(*) The term “encumbrance” has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011

Page 35: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 34

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

Sr. No. Name of the shareholder

Number of

shares held

Shares as a

percentage of total

number of shares

{i.e., Grand Total

(A)+(B)+(C) indicated

in Statement

at para (I)(a)

above}

Details of warrants

Details of convertible securities

Total shares

(including underlying

shares assuming

full conversio

n of warrants

and convertibl

e securities) as a % of diluted share

capital

Number of warrants held

As a % total number of warrants of the same class

Number of convertible securities held

% w.r.t total number of convertible securities of the same class

1 M.L.JAIN (HUF) 25000 2.51

2 WebtechSoftwares& Services Limited 10000 1.00

3 ParijatTracom Limited 10000 1.00

4 Mahadev Pneumatics Trading Co. Pvt Ltd 10000 1.00

5 Payanta Merchants Pvt Ltd 10000 1.00

6 Exoimp Resources Pvt Ltd 10000 1.00

7 WebcomSoftwares& Services Pvt Ltd 10000 1.00

8 Supreme Telefilms Pvt Ltd 10000 1.00

9 Classic Media Maker Pvt Ltd 10000 1.00

10 Veea Fiscal Services Pvt Ltd 13000 1.31

11 PRJ Finance Pvt Ltd 15000 1.51

12 Boski Distributors Pvt Ltd 15000 1.51

13 PNC Capital Trust Limited 15000 1.51

14 ArdhiVanijyaPvt Ltd 15000 1.51

15 Knitworth Lease Finance Limited 12000 1.20

16 Bhawani Freight & Forwarder Pvt Ltd 10000 1.00

17 Cyndrella Tie - up Pvt Ltd 10080 1.01

18 Ideal BuildconPvt Ltd 15000 1.51

19 Pichu Sleepwear Pvt Ltd 17000 1.71

20 Fareast Distributors Pvt Ltd 15000 1.51

21 Ashwin Trading Pvt Ltd 27000 2.71

22 KarikishVyaparPvt Ltd 18000 1.81

Page 36: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 35

23 Globe Stocks & Securities Pvt Ltd 20000 2.01

24 B. L. ImpexPvt Ltd 20000 2.01

25 Rajeev Trading Co Pvt Ltd 20000 2.01

26 Ideal Motor Finance Pvt Ltd 20000 2.01

27 Binavadini Printing & Allied Works Pvt Ltd 15000 1.51

TOTAL 397080 39.87 0 - 0 - 0

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

Sr.

No.

Name(s)

of the

sharehol

der(s)

and

the

Persons

Acting

in

Concert

(PAC)

with

them

Num

ber

of

share

s

Shares

as a

percenta

ge of

total

number

of

shares

{i.e.,

Grand

Total

(A)+(B)

+(C)

indicate

d in

Stateme

nt at

para

(I)(a)

above}

Details of warrants Details of convertible

securities

Total

shares

(including

underlying

shares

assuming

full

conversion

of

warrants

and

convertible

securities)

as a

% of

diluted

share

capital

Number

of

warrant

s

As a %

total

number of

warrants

of the

same class

Number

of

converti

ble

securitie

s

held

% w.r.t

total

number of

convertible

securities

of the same

class

1

0.00 0.00 0.00

2

0.00 0.00 0.00

TOTAL 0 0.00 0 0 0 0 0

Page 37: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 36

(I)(d)

Statement showing details of locked-in shares

Sr. No. Name of the

shareholder

Number 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}

1 0.00

2 0.00

TOTAL 0 0.00

(II)(a) Statement showing details

of Depository Receipts

(DRs)

Sr. No. Type of outstanding

DR (ADRs, GDRs,

SDRs, etc.)

Number of

outstanding

DRs

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

(I)(a) above}

1 0.00

2 0.00

TOTAL 0 0 0.00

(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

(I)(a) above}

1 0.00

2 0.00

0.00

TOTAL 0 0.00

Page 38: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 37

LIST OF TOP 10 SHAREHOLDERS AS ON DATE

S. NO. NAME NO. OF SHARES PERCENTAGE

1 Nirmal Kumar Jain (HUF) 391120 39.27

2 Chandrakala Jain 61000 6.12

3 SANTOSH KR. JAIN 30500 3.06

4 KIRAN DEVI JAIN 30300 3.04

5 Vijay Kumar Jain 30000 3.01

6 Ashwin Trading Pvt Ltd 27000 2.71

7 M.L.JAIN (HUF) 25000 2.51

8 Globe Stocks & Securities Pvt Ltd 20000 2.01

9 B. L. Impex Pvt Ltd 20000 2.01

10 Rajeev Trading Co Pvt Ltd 20000 2.01

Disclosures:

1. No dividend and Cash Bonus has been paid during the last 10 years. 2. The 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. There are no outstanding warrants which are pending for conversion.

Page 39: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 38

Authority for the Direct Listing

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

their meeting held on 09th October, 2015.

Prohibition by SEBI or Other Governmental Authorities

Our Company, our Promoter, natural persons in control of the Promoter, Directors, Promoter Group 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 our Promoter, 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 Promoter Group or forming part of Group Companies. There has been no action initiated by SEBI/RBI or any other regulator (both domestic and overseas) against our Promoter or the promoters of our Promoter or any entitles forming part of 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 Promoter, relatives of our Promoter, 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.

Consents

The written consents of Promoters, 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.

SECTION VII - OTHER REGULATORY AND STATUTORY DISCLOSURES

Page 40: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 39

To the best of our knowledge, there are no other consents required for making the listing of the Company on MCX-SX. However, should the need arise, necessary consents shall be obtained by us. De-mat Credit The Company has appointed MAHESHWARI DATAMATICS PVT. LTD. as it’s Register and Share Transfer Agent as on 04th July, 2015 and entered into agreements with CDSL dated 27th August, 2015 and with NSDL 25th August, 2015 respectively for dematerialization of the Equity Shares. The ISIN of the company is INE349T01013. 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 any one 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 MCX - SX Over and Above the criteria, the Exchange may use its discretion for Listing of Securities of the Issuer(s). Further, the Exchange strictly reserves its rights for grant of approvals.

Page 41: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 40

SECTION VIII- ABOUT THE COMPANY

OUR HISTORY AND CERTAIN CORPORATE MATTERS

Brief History of our Company Our Company was incorporated as “Trident India Limited” on February 22nd, 1985 under the Companies Act, 1956 with the Registrar of Companies, Delhi & Haryana having its registered office at Hari Nagar, Clock Tower Delhi 110064. The Company shifted its registered office from Hari Nagar, Clock Tower Delhi 110064 to 23, Ganesh Chandra Avenue, 3rd Floor, Dharmatala Kolkata West Bengal- 700013 having jurisdiction under Registrar of Companies Kolkata, West Bengal with effect from 09th April, 2013. The Corporate Identification Number (CIN) of the Company is L52110WB1985PLC196555 Situation of Registered Office 23, Ganesh Chandra Avenue, 3rd Floor, Dharmatala Kolkata West Bengal- 700013 Main Objects of the Company

1. To carry on the business of purchasers, sellers, suppliers , traders, merchant brokers, agents, assemblers, packers, stockiest, distributors, dealers , indenters, importers of all kinds of goods , merchandise, articles, including agricultural products, food articles, forest products, plantations, crops like tea, coffee, tobacco plants, machinery, spare parts, component, raw materials, consumables, devices, bullion, precious stones, work of art, culture, cumulous, jewelry, ornaments, document information, projects, services and idea, and/or to act as principals, dealers, agents, sub-agents, manufacturers’ representatives either society or in conjunction and vice versa on connection therewith and for the above said purpose to establish or maintain services of maintenance or depot and or industries anywhere in the world.

2. To carry on business as buyers, sellers, importers, exporters, dealers, commission agents and dealers in plants, machines equipment’s, apparatus, gadgets, appliances, accessories, spare parts and dealers in woolen goods , handicrafts, jewelry, ornaments, steel, plastic, rubber, chemicals, engineering goods , minerals, electronic, cloth, dresses, garments, transports, vehicles, food products, live stocks, paper and paper products.

3. To finance, facilitate, encourage, promote and assist in the establishment and growth of industries of industrial sector.

4. To carry on the business of manufacturers, producers, processors, bleachers, dyers, printers,spinners, weavers,importers ,exporters buyers , sellers and dealers in all kinds of threads,yarns, fibers, textile and fabric whether synthetic, artificial or natural, nylon, polyester, acrylics, torylene, rayon, silk, artificial silk, linen, cotton , wool, jute and any other fibers or fibrous materials, allied products by –products and substitutes for all or any of them and utilize any waste arising from such manufacturing , production or process.

Promoter

For details, please see the chapter entitled, “Our Promoter and Promoter Group” on page 50 of this Information Memorandum.

Capital Raising Activities

For details regarding our equity capital, please see the chapter entitled “Capital Structure” on page 23, respectively, of this Information Memorandum.

Page 42: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 41

Major Events

Year Event

1985 Company received its first Certificate of Incorporation in the name of “Trident India Limited”

1986 Company got listed on Delhi Stock Exchange Limited (DSE) 2015 Company entered into Tripartite Agreement with NSDL & CDSL

Our Business For details in relation to our Business, please see the chapter entitled “Our Business‟ on page 14 of this Information Memorandum. Delisted from Stock Exchange

Our company has never been compulsory delisted from any stock exchange. 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.

Page 43: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 42

OUR MANAGEMENT

Board of Directors

Trident India 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 1Managing Director, 1

Non - Executive Director and 2 Independent Directors.

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

Memorandum:

Name Designation, PAN, and DIN

Age Date of Appointment

Address

Name

Prakash Chand Sethi

Age: (68 years) D.O.B.:

26.07.1947

22/03/2004

Flat No. 1902, 9th Floor,

Sgree Ran Garden,, Kanke Road,

Ranchi, 834008,

Jharkhand, India

Designation

Managing Director

PAN AGKP0797E

DIN 01004493

Name Rinku Adhikary

Age: (30 years)

D.O.B. 16.10.1985

25/03/2015

Churnipota,

Subarna Bihar,,

Kolkata, 741103, West Bengal, India

Designation Independent Director

PAN BJDPA4301F

DIN 07140015

Name Sushil Kumar Sharma

(56 years) D.O.B

07.05.1959

22/04/2015

19 Jelia Para Lane,, 15, Howrah

Municipal Corp. Golabari,

Howrah, 711106, West

Bengal, India

Designation Independent Director

PAN ALWPS8277Q

DIN 03223799

Name Vijay Kumar Jain

(31 years) D.O.B

28.04.1984

22/03/2004

Big Shop Gel Church

Complex, Main Road,

Ranchi, 834001, Jharkhand,

India

Designation Non-Executive Director

PAN AEZPJ9705J

DIN 01376813

Page 44: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 43

Name Sobhan Kumar Roy

(46 years) D.O.B

29.06.1969

15./9/2015

New Amravati Colony,Near Rly. Colony, Chutia.

Ranchi Designation CFO

PAN

AEEPR7903M

BRIEF PROFILES OF THE DIRECTORS:

MR. PRAKASH CHAND SETHI

Date of Birth (68 years) 26.07.1947

Father’s Name KANHAIYA LAL SETHI

DIN 01004493

PAN AGKP0797E

Address Flat No. 1902, 9th Floor, Sgree Ran Garden,, Kanke Road, Ranchi, 834008, Jharkhand, India

Brief Description of the Business, Work Profile & Experience

Mr. Sethi is working in the field of Finance from last 20 years. He is very good at his job. He always works for the betterment of the Company. His thoughts are always welcome for the future diagnosis of the Company.

Date of Joining 22.03.2004

MRS. RINKU ADHIKARY

Date of Birth (30 years) 16.10.1985

Father’s Name Manoranjan Adhikar

DIN 07140015

PAN BJDPA4301F

Address Churnipota, Subarna Bihar, Kolkata, 741103, West Bengal, India

Brief Description of the Business, Work Profile & Experience

Rinku Adhikaryis the woman director of the company. She is the youngest director of the company. She has done her graduation. She is diligent lady and Company always appreciates her valuable time devoted for the company.

Date of Joining 25/03/2015

MR. SUSHIL KUMAR SHARMA

Date of Birth (56 years) 07.05.1959

Father’s Name Hari Prashad Sharma

DIN 03223799

PAN ALWPS8277Q

Address 19 Jelia Para Lane,, 15, Howrah Municipal Corp. Golabari, Howrah, 711106, West Bengal, India

Brief Description of the Business, Work Profile & Experience

He is very hardworking and dedicated person in the board. He engages in the day-to-day activities of the business.

Date of Joining 22/04/2015

Page 45: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 44

MR. VIJAY KUMAR JAIN

Date of Birth (31 years) 28.04.1984

Father’s Name Santosh Kumar Jain

DIN 01376813

PAN AEZPJ9705J

Address Big Shop Gel Church Complex, Main Road, Ranchi, 834001, Jharkhand, India

Brief Description of the Business, Work Profile & Experience

Mr. Jain is having an experience of about 5 years in the field of finance and administration, which has helped the organization to run is financial activities smoothly.

Date of Joining 22/03/2004

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. Mr. Vijay Kumar Jain 30000 3.01% 2. Mr. Prakash Chand Sethi 5000 0.50% TOTAL 35000 3.51%

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

Page 46: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 45

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,

The details of these committees as set out below:

Audit Committee

The members of the Audit Committee are:

1. Mr. Sushil Kumar Sharma – Chairman of the Committee; 2. Ms. Rinku Adhikary – Member of the Committee; 3. Mr. Vijay Kumar 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 both at the Registered Office and are attended by the Finance Head. A representative of the Statutory Auditor 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:

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.

Page 47: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 46

OUR PROMOTER AND PROMOTER GROUP

The Company consists of dedicated promoters having a repute please find below details of the same:

Mrs. Kiran Devi Jain Address Arya Puri Ratu Road, Ranchi Date of Birth 20.05.1959 PAN AAVPJ1345A No. of Shares held 30300

Mrs. Santosh Kr. Jain Address Arya Puri Ratu Road, Ranchi Date of Birth 21.03.1953 PAN ABQPJ9603R No. of Shares held 30500

Mr. Vijay Kumar Jain Address Bigshop Gel Church Complex , Main

Road Ranchi, 834001,Jharkhand India Date of Birth 28.04.1984 PAN AEZPJ9705J No. of Shares held 30000

Mrs. Chandrakala Jain Address M R Market, Mahabir Chowk, Ranchi -

834001, Jharkhand Date of Birth 04.06.1965 PAN AAVPJ1347C No. of Shares held 61000

Nirmal Kumar Jain (HUF) Address 3/18, Brijdham Housing Complex, 255

Canal Streetkolkata - 700048, West Bengal

Date of Incorporation 01.09.2010 PAN AAFHN8939N No. of Shares held 391120 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.

Page 48: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

47

SECTION IX - FINANCIAL INFORMATION

INDEPENDENT AUDITOR’S REPORT

Page 49: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

48

Page 50: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

49

Page 51: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

50

Page 52: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

51

Page 53: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited
Page 54: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited
Page 55: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

52

Page 56: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

53

Page 57: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

54

Page 58: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

55

Page 59: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

56

Page 60: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

57

Page 61: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 58

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, our Promoters 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 relevant schedule of Companies Act, 2013 wherever applicable, and no disciplinary action has been taken by SEBI or any stock exchanges against our Promoters, 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

Page 62: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 59

Companies/ directors of Promoter Companies. NIL

(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

Page 63: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 60

(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

Page 64: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 61

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

Year Event

1985 Company received its first Certificate of Incorporation in the name of “Trident India Limited”

1986 Company got listed on Delhi Stock Exchange Limited (DSE) 2015 Company entered into Tripartite Agreement with NSDL & CDSL

II. Approvals for the Listing

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

passed at their meeting held on 9th October, 2015

III. Approvals in relation to our business

Our Company is required to obtain various approvals in relation to our business. The registrations and approvals obtained by our Company in respect of our business in India include the following:

Page 65: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 62

SECTION XII- PURPOSE OF LISTING

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

Exchange Limited (DSEL).However, since the concerned stock exchange has been de-

recognized by SEBI, No trading platform is available on any of the regional stock

exchanges, and the trading of the securities of the Company is not carried out in these

stock exchanges. Since the MCX – SX is the nationwide exchange in terms of listed

companies providing a host of services to capital market participants including risk

management, clearing, settlement, market data services and education, nation-wide

trading terminals and also has a global reach with customers around the world with a

nation-wide presence, getting the Company listed at 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 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.

Page 66: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 63

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.

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.

Page 67: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited

Page 64

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 years 4. Agreement between NSDL, our Company and the Registrar to the Company

dated 25th Day of August, 2015. 5. Agreement between CSDL, our Company and the Registrar to the Company

dated 27th Day of August, 2015.

6. Copy of Board Resolution for approval of Direct Listing dated 09th October, 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.

Page 68: Dated: October 14 , 2015 TRIDENT INDI A LIMI TED · INFORMATION MEMORANDUM Dated: October 14 , 2015 TRIDENT INDI A LIMI TED Our Company was incorporated DV´ Trident India Limited