indo bonito multinational ltd. · indo bonito multinational ltd. regd office: a-729 ttc industrial...

27
INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM 28 th May, 2013 The DCS–CRD, Bombay Stock Exchange Limited Pheeroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001 Ref: Letter No. DCS/COMP/OT/AJ/328/2012-13 Dated 29 th January, 2013 addressed to Indo Bonito Multinational Limited (the “Company”) (BSE Script Code: 531084 having ISIN No.: INE457B01012 FOR Sub: Submission of Information Memorandum of the Company. Dear Sir, With reference to the captioned subject and referring to above stated In principle approval letter received from your good office, We are submitting herewith Information Memorandum duly Certified by Managing Director of the Company. You are requested to kindly take all the above stated documents on your record and grant the Company approval for revocation of suspension trading of Equity Shares of the Company. Thanking You, Yours Faithfully, INDO BONITO MULTINATIONAL LIMITED Sumuna Rajan Pandian Managing Director Encl.:- As stated above

Upload: others

Post on 03-Aug-2020

8 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

INDO BONITO MULTINATIONAL LTD.

REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM

28th May, 2013

The DCS–CRD, Bombay Stock Exchange Limited Pheeroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001 Ref: Letter No. DCS/COMP/OT/AJ/328/2012-13 Dated 29th January, 2013 addressed to Indo Bonito Multinational Limited (the “Company”) (BSE Script Code: 531084 having ISIN No.: INE457B01012

FOR

Sub: Submission of Information Memorandum of the Company.

Dear Sir, With reference to the captioned subject and referring to above stated In principle approval letter received from your good office, We are submitting herewith Information Memorandum duly Certified by Managing Director of the Company.

You are requested to kindly take all the above stated documents on your record and grant the Company approval for revocation of suspension trading of Equity Shares of the Company. Thanking You, Yours Faithfully,

INDO BONITO MULTINATIONAL LIMITED

Sumuna Rajan Pandian Managing Director Encl.:- As stated above

Page 2: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

INDO BONITO MULTINATIONAL LTD.

REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM

COMPANY INFORMATION:- A. BOARD OF DIRECTORS 1. Mr. Subhabrata Sudhansu Datta (Non-Executive, Independent Chairman) 2. Mr. Vinayak Gopal Borikar (Non-Executive, Independent Director) 3. Mr. Marimuthu Rajangam (Non- Executive Director) 4. Mr. Sumuna Rajan Pandian (Managing Director) 5. Mr. Anand C. Raval (Executive Director) 6. Mr. Shivara Timmaryappa Venkatachala (Executive Director) Compliance Officer:- Mr. Subhabrata Sudhansu Datta B. REGISTERED OFFICE ADDRESS:- A 729, TTC Industrial Area, Koparkhairne, Navi Mumbai 400 705

Email:

CONTACT DETAILS:-

[email protected] Website:- http://www.indobonito.com Tel. :- 022-26616657 Fax:- 022-67258643 , 022-66715776 C. REGISTRAR AND SHARE TRANSFER AGENT Sharepro Services (India) Pvt. Ltd. Sam Hita Warehousing Complex, Warehouse No. 52 & 53, Plot No. 13AB, 2nd Floor, Sakinaka, Andheri (East), Mumbai – 400 072.

Page 3: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

INDO BONITO MULTINATIONAL LTD.

REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM

D. AUDITORS M/s. S. U. Radhakrishnani & Co., Chartered Accountants, 6A, Amarjeevan 41,Saint Martin’s Road, Near Bandra Police Station , Bandra (W), Mumbai:-400 050 E. BANKERS TO THE COMPANY Bank of India Union Bank of India Indusind Bank CITI Bank Limited State Bank of India HDFC Bank Limited LISTING INFORMATION Listing Information Listed On Bombay Stock Exchange (BSE) Market Lot Of Equity Shares 1 BSE Code 531084 NSE Code 0 BSE Group “T” Group

Page 4: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

INDO BONITO MULTINATIONAL LTD.

REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM

PURPOSE OF FILING INFORMATION MEMORANDUM The existing Equity Shares of the Company are listed on the Bombay Stock Exchange Limited, Mumbai, however, the securities of the Company suspended due to penal reasons from trading on the said exchange with effect from 20th April,2012. Now, the Company proposes to revoke the suspension on trading of equity shares of the company on the Bombay Stock Exchange Ltd. (BSE). A revocation of suspension application is being made along with this Information Memorandum to BSE seeking listing of Equity Shares of the Company, pursuant to requirements of In principle approval letter dated 29th January, 2013.

Page 5: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

INDO BONITO MULTINATIONAL LTD.

REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM

MAJOR EVENTS IN THE HISTORY OF THE COMPANY:- INDO BONITO MULTINATIONAL LIMITED was incorporated on 29th Day of September, 1994 with name under the provisions of Companies Act, 1956 . The Extra Ordinary General Meeting of the members of the Company held on 28th March, 2003, and the members passed necessary special resolution for delisting the equity shares of the Company from Jaipur Stock Exchange, Ahmedabad Stock Exchange and Madhya Pradesh Stock Exchange. The Scheme of Amalgamation of Bonito Impex Pvt. Ltd (Transferor Company) and Indo Castle Multimedia Ltd (Transferee Company) ("Scheme") approved by the Hon'ble High Court of Judicature at Bombay vide its Order dated August 22, 2008, the effective date being October 04, 2008, and the necessary consent was accorded by members to the issue and allotment of 1,87,00,000 Equity Shares of the face value of Rs 10/- each, out of the unissued Authorised Equity Share capital to the members of Transferor Company in the ratio of 187 Equity Shares of the Company of Rs 10/- each credited as fully paid up for every 200 Equity shares of Rs 1/- each fully paid up held by such member in the Transferor Company, subject to necessary provisions & approvals. The share holders of INDO-CASTLE MULTIMEDIA LIMITED passed Special Resolution in the General Meeting of the members of the Company held on 4th October, 2008 altered the provisions of its Memorandum of Association with respect to its objects and complied with the Section (18)(1) of the Companies Act, 1956. The name of the Company changed from INDO-CASTLE MULTIMEDIA LIMITED to INDO BONITO MULTINATIONAL LIMITED with effect from 16th April, 2009, by passing necessary resolutions under provisions of Companies Act, 1956 and in compliance with all applicable provisions.

Page 6: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

INDO BONITO MULTINATIONAL LTD.

REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM

The share holders of INDO BONITO MULTINATIONAL LIMITED having passed Special Resolution in the General Meeting held on 30th November, 2009 altered the provisions of its Memorandum of Association with respect to its objects and complied with the Section (18)(1) of the Companies Act, 1956. The trading in the Equity shares of the Company suspended with effect from April 20, 2012 on account of non-compliance with the provisions of the listing agreement, however, post such suspension, the Company met with all the pending compliance requirements and continued to comply with Listing agreement compliances till last quarter ended on 31st March, 2013. After meeting all the conditions stated in the of In- Principle Approval for revocation of suspension in trading in Equity shares of the Company, the Company management is now filing this Information memorandum with the Bombay Stock Exchange, for obtaining necessary In principle approval from the Exchange. DEMAT CREDIT The Company has executed Agreements with NSDL and CDSL for its securities in Demat form. Tripartite agreements have been signed between the Company, the Registrar and CDSL and NSDL. The ISIN No. allotted to the Company is INE457B01012. Investors may contact Registrar and Transfer Agent or Compliance officer in case of any query / difficulty in dealing with the securities of the company.

LISTING OF EQUITY SHARES ON BSE: The Company proposes to revoke the suspension on trading on equity shares of the Company and enabling its equity shares to be traded on BSE. Such admission for trading is subject to fulfillment of listing criteria and subject to such other terms and conditions as may be prescribed by BSE at the time of the application by the Company seeking revocation of suspension by the Company.

Page 7: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

INDO BONITO MULTINATIONAL LTD.

REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM

The Company is submitting this Information Memorandum, as one of the requirement of submitting application for revocation of suspension in trading of equity shares of the Company. The company has taken all steps for completion of necessary formalities for listing of its shares and commencement of trading at the Bombay Stock Exchange. PROHIBITION BY SEBI: The company, its directors, its promoters, other companies promoted by the promoters and companies with which the company's directors are associated as directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI. ANY OTHER STOCK EXCHANGES WHERE COMPANY’s SHARES ARE LISTED :- Not Applicable PRINCIPLE BUSINESS OF THE COMPANY:- The Company has changed its main line of business pursuant to the Scheme of Amalgamation of Bonito Impex Private Limited with Indo-Castle Multimedia Limited approved by the Hon’ble High Court of Judicature at Bombay vide its order dated 22nd August, 2008 and effective date being 4th October, 2008 and same was amended pursuant to the special resolution passed by the shareholders by postal ballot on 30-11-2009. Further for the purpose of diversification, the Company has explored the business of manufacturing as well as trading in water purification systems and technologies. With respect to such diversification, object clause in this regard has been proposed to be inserted in Memorandum of Association of the Company, by passing requisite resolution at the ensuing Annual General Meeting of the members of the Company.

Page 8: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

INDO BONITO MULTINATIONAL LTD.

REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM

Presently, the Company is primarily focusing on following three areas- 1. Providing Clean Drinking water to the rural schools through JALMANI (Central Govt Sponsored Program) and Shiksha Abhiyan (Central Govt Sponsored Program). 2. Creating Water Entrepreneurship through BOOT Projects by a tripartite agreement which will be entered between the Infrastructure Owner ,Water Entrepreneur and their company. 3. Promoting the “WATER ON WHEELS” concept i.e. BOOT Model wherein the process is mobile on a autorikshaw. BOARD OF DIRECTOR Company’s Management is vested with the charge of general supervision , direction and management of the operations of our company. The primary responsibilities of the Board of Directors includes: • Overseeing high standards of corporate governance and compliance with various laws. • Overseeing our financial management and approving various lines of business. • Shaping our policies and procedures. • Monitoring our performance and evolving the growth strategy. Board of Directors comprises of :-

Board of Directors Designation Mr. Subhabrata Sudhansu Datta Non-Executive, Independent Chairman Mr. Vinayak Gopal Borikar Non-Executive, Independent Director Mr. Marimuthu Rajangam Non- Executive Director Mr. Sumuna Rajan Pandian Managing Director Mr. Anand C. Raval Executive Director Mr. Shivara Timmaryappa Venkatachala Executive Director

Page 9: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

INDO BONITO MULTINATIONAL LTD.

REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM

BRIEF PROFILE OF DIRECTORS 1. Mr. Subhabrata Sudhansu Datta:- Mr. Subhabrata Sudhansu Datta, is Non-Executive, Independent Chairman of the Company. He is also designated as Compliance officer of the Company. His expertise lies in managing operations in a large business environment, formulating business strategies and identifying new markets. He has over 20 years of varied rich experience in the field of operations of the Company. He is ICMA, (London), ,Masters in Business Administration (MBA) and a graduate in commerce. 2. Mr. Vinayak Gopal Borikar Mr. Vinayak Gopal Borikar , is Non-Executive, Independent Director of the Company. He is post graduate in Commerce and has over three decades of work experience in the Banking and Finance sector. 3. Mr. Sumuna Rajan Pandian Mr. Sumuna Rajan Pandian is Managing Director of the Company. He is graduate in Commerce. His expertise lies in formulating business strategies and identifying new markets. 4. Mr. Marimuthu Rajangam Mr. Marimuthu Rajangam, is Non- Executive Director of the Company. He holds, Diploma in Electrical Engineering. His expertise lies in designing value based strategies for the business of the Company. 5. Mr. Anand C. Raval Mr. Anand C. Raval is an Executive director of the Company. He has a diversified experience as Engineers & Contractors. He is B.E. and has over two decades of work experience in the business fields.

Page 10: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

INDO BONITO MULTINATIONAL LTD.

REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM

6. Mr. Shivara Timmaryappa Venkatachala Mr. Shivara Timmaryappa Venkatachala is an Executive director of the Company. He is graduate in Commerce. He has a diversified experience as Engineers & Contractors. CODE OF CONDUCT:- Code of Business Conduct and Ethics (Code) has been adopted by Indo Bonito Multinational Limited to comply with applicable laws and the rules and regulations of the Stock Exchanges on which the securities of the Company are listed. The code of conduct of the Company runs as follows:- The Code of Conduct of the Company, covers a wide range of business practices and procedures and serves as a guide to ethical decision - making. This Code does not cover every issue that may arise, but it sets out basic policies to guide directors, officers and employees of the Company and its affiliates. All directors, officers and employees must become familiar with this Code and conduct themselves in accordance with these policies and seek to avoid even the appearance of improper behavior. The principal duty of the Board of Directors, along with management, is to ensure that the Company is well managed in the interests of its shareholders. The Board of Directors plays the central role in the Company’s governance. It is the Company’s decision - making authority on all matters except those reserved to shareholders or delegated to the management. The Board of Directors is not expected to assume an active role in the day - to - day management of the Company. Those who violate the policies in this Code will be subject to disciplinary action, up to and including discharge from the Company. If you are in a situation that you believe may violate or lead to a violation of this Code, you must report the situation as described herein. GUIDELINES FOR CONDUCT OF DIRECTORS Each director should seek to use due care in the performance of his / her duties, be loyal to the Company, act in good faith and in a manner such director reasonably believes to be not opposed to the best interests of the Company. A director should seek to also:

Page 11: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

INDO BONITO MULTINATIONAL LTD.

REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM

• make reasonable efforts to attend Board and committee meetings • dedicate time and attention to the Company and • seek to comply with all applicable laws, regulations, confidentiality obligations

and corporate policies of the Company. CORPORATE BUSINESS OPPORTUNITIES In carrying out their duties and responsibilities, employees and directors are prohibited from:

• appropriating corporate business opportunities for themselves that are discovered through the use of Company resources or information or their position as directors or employees

• using Company resources or information, or their position as directors or employees, for personal gain and

• competing with the Company, directly or indirectly.

A corporate business opportunity is an opportunity (1) which is in the Company’s line of business or proposed expansion or diversification, (2) which the Company is financially able to undertake and (3) which may be of interest to the Company. A director or employee who learns of such a corporate business opportunity and who wishes to avail of it should first disclose such opportunity to the Company’s Board of Directors. If the Board of Directors determines that the Company does not have an actual or expected interest in such opportunity, then, and only then, may the director or employee avail of it, provided that the director or employee has not wrongfully utilized the Company’s resources in order to acquire such opportunity. CONFLICTS OF INTEREST A “conflict of interest” occurs when the private interest of an employee, officer or director interferes in any way – or even appears to interfere – with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.

Page 12: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

INDO BONITO MULTINATIONAL LTD.

REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM

Each employee and director should avoid having his or her private interests interfere with (i) the interests of the Company or (ii) his or her ability to perform his or her duties and responsibilities objectively and effectively. Employees and directors should avoid receiving, or permitting members of their immediate family to receive, improper personal benefits from the Company, including loans from or guarantees of obligations by the Company. A director should make a full disclosure to the Board of any transaction or relationship that such a director reasonably expects could give rise to an actual conflict of interest with the Company and seek the Board’s authorization to pursue such transactions or relationships. COMPANY PROPERTY In carrying out their duties and responsibilities, all employees and directors should endeavor to protect the Company’s assets and proprietary information, and ensure that the same are being used by the Company and its employees only for legitimate business purposes of the Company. Any suspected incident of fraud, mismanagement of Company assets or theft should be immediately reported for investigation to the Chairman of the Board or such other person as designated in this regard. CONFIDENTIAL INFORMATION Employees and directors should maintain the confidentiality of confidential information entrusted to them in carrying out their duties and responsibilities, except where disclosure is approved by the Company or legally mandated or if such information is already in the public domain. Confidential information includes all non public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. The Company’s confidential information shall not be inappropriately disclosed or used for the personal gain or advantage of anyone other than the Company. These obligations apply while employed or serving as a director of the Company even after employment or the director’s term with the Company ends. FAIR DEALING In carrying out their duties and responsibilities, employees and directors should endeavor to deal fairly, and should promote fair dealing by the Company, its employees and agents, with customers, suppliers and competitors. No employee or director should seek to take unfair advantage of anyone (including the Company) through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

Page 13: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

INDO BONITO MULTINATIONAL LTD.

REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM

COMPLIANCE WITH LAWS AND REGULATIONS In carrying out their duties and responsibilities, directors and employees must comply with applicable laws, rules and regulations. In addition, if any director or employee becomes aware of any information that he or she believes constitutes evidence of a violation of any securities or other laws, rules or regulations applicable to the Company or the operation of its business, by the Company, any employee or director, then such employee or director should bring such information to the attention of the Chairman of the Board or such other person as designated in this regard. The Company holds information and training sessions to promote compliance with applicable laws, rules and regulations, including insider trading laws and it is the responsibility of each director and employee to attend such training sessions. INSIDER TRADING Employees and directors should observe all applicable laws and regulations including the Company’s policies and codes as applicable to them with respect to the purchase and sale of the Company’s securities. All non public information about the Company should be considered confidential information. To use non public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal. A more detailed discussion of the insider trading laws can be found in the Company’s Code of Conduct for prevention of Insider Trading. It is the responsibility of each employee and director to become familiar with and understand these laws, regulations, policies and codes, and to seek further explanations and advice concerning their interpretation, if required. ENCOURAGING THE REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOUR Directors and employees should endeavor to promote ethical behavior and to encourage employees to report evidence of illegal or unethical behavior to appropriate Company personnel. It is the policy of the Company to not allow retaliation against any employee who makes a good faith report about a possible violation of this Code.

Page 14: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

INDO BONITO MULTINATIONAL LTD.

REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM

Suspected violations of this Code may be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations will be appropriately investigated. When in doubt of the best course of action in a particular situation, employees are encouraged to talk promptly to their supervisor, managers or the Head of Human Resources. Employees are expected to fully cooperate in internal investigations of misconduct. A director charged with a violation of this Code should not participate in a vote of a Committee or the Board concerning his / her alleged violation, but may be present at a meeting of the Board or of a Committee convened for that purpose. Special Reporting Obligations and Procedures Relating to Concerns Regarding Accounting or Auditing Practices Employees should bring to the attention of the Audit Committee of the Company’s Board of Directors and or Compliance officer of the Company of any questions, concerns r complaints they may have regarding accounting, internal accounting controls or auditing matters. The Audit Committee will shortly notify the procedures for:

• The receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls and auditing matters and

• The confidential, anonymous submission by employees of concerns regarding what they may perceive as questionable accounting or auditing matters.

RECORD KEEPING; REPORTING The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Records and documents should always be retained or destroyed according to the prescribed statutory regulations. The Company shall provide full, fair, accurate, timely, and understandable disclosure in all reports and documents that it files with, or submits to, any governmental agency or securities exchange, and in other public communications made by the registrant.

Page 15: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

INDO BONITO MULTINATIONAL LTD.

REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM

NO RIGHTS CREATED This Code sets forth guidelines for conduct of the employees, officers and directors of the Company. This Code is not an expressed or implied contract of employment and does not create any contractual rights of any kind between the Company and its employees. In addition, all employees should understand that the Code does not modify their employment relationship, whether at will or governed by contract. All references in this Code to employees shall include officers. WAIVERS AND AMENDMENTS Any amendment to this Code must be approved by the Board of Directors and publicly disclosed as required by any applicable law or regulation. Any waiver of this Code for the benefit of any employees, officer or director of the Company may be made only by the Company’s Board of Directors and shall be disclosed promptly as required by applicable laws and regulations including the rules of any exchange on which the Company’s securities are listed or traded. COMPLIANCE STANDARDS AND PROCEDURES We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations there may be “grey areas” for which it may be difficult to know the right thing to do. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are some steps to keep in mind:

• > Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible

• > Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is

• > Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem

• Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision making process. Remember that it is your supervisor’s responsibility to help solve problems

Page 16: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

INDO BONITO MULTINATIONAL LTD.

REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM

• Seek help from the Company’s resources. In the rare case in which it may not be

appropriate to discuss an issue with your supervisor or where you do not feel comfortable approaching your supervisor with your question, discuss it with the Head of human resources

• > Your report of violations of this Code is in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of violations of this Code or questionable accounting or auditing matters. “Good faith” does not mean that you have to be right – but it does mean that you believe that you are providing truthful information. The important thing is that you bring your question or concern to our attention through one of the available channels

• > Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.

Further, as required pursuant to Clause 54 of the Listing Agreement, the above Code of Conduct of the Company has also been published on the functional website of the Company viz. www.indobonito.com. Further, we would like to inform the exchange that, on the above stated functional website of the Company also contains all the information about the Company, as required pursuant to Clause 54 of the Listing Agreement such as details of it’s business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievance, etc. CORPORATE SOCIAL RESPONSIBILITY CORPORATE SOCIAL RESPONSIBILITY (CSR) is the building block of the social pillar of sustainability. With industry leadership, come important responsibilities. As we grow, we understand the importance of giving back to society, which is a core element of our corporate values. An essential component of our corporate social responsibility is to care for the community. We endeavor to make a positive contribution to the underprivileged communities by supporting a wide range of socio-economic, educational and health initiatives. Our Company is committed to developing its business towards ecological, social and econornic sustainability.

Page 17: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

INDO BONITO MULTINATIONAL LTD.

REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM

All of these are recognized as shared responsibilities within the Group. enabling the continuous improvement of its operations. The ultimate objective is to see that each business decision takes into account its social impact and accordingly plans an intervention to mitigate the impacts arising out of that decision . It is equally important to ascertain that every activity done under CSR makes a socially responsible business sense. CAPITAL EVOLUTION AUTHORIZED SHARE CAPITAL The Authorized Share Capital of the Company increased from Rs. 6,50,00,000/- to Rs. 25,00,00,000/- by passing requisite Ordinary Resolution at the General meeting of Members of the Company held on 4th October, 2008. The present authorized share capital of the Company is Rs. 25,00,00,000/- divided into 2,50,00,000 equity shares of Rs. 10 each. ISSUED AND PAID-UP SHARE CAPITAL The present issued subscribed and paid-up share capital of the Company is Rs. 24,94,03,000/- divided into 2,49,40,300 equity shares of Rs. 10 each.

Page 18: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

INDO BONITO MULTINATIONAL LTD.

REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: WWW.INDOBONITO.COM

CHANGE IN THE REGISTERED OFFICE DURING LAST THREE YEARS: In preceding Three Years following changes took place in the Registered Office Address of the Company:- Date of Change of Registered Office

Registered Office shifted

From

Registered Office shifted

To

01/09/2010 OFFICE NO. 210, DHEERAJ HERITAGE, S.V.ROAD, MILAN SUBWAY JUNCTION, SANTACRUZ (WEST), MUMBAI- 400054

61-A, COLLECTOR COLONY, MAHUL ROAD, CHEMBUR, MUMBAI- 400074

08/04/2011 61-A, COLLECTOR COLONY, MAHUL ROAD, CHEMBUR, MUMBAI- 400074

1011, B WING, 11 FLOOR, I. J. MIMA COMPLEX, LINK, ROAD, BEHIND GOREGAON SPORTS CLUB, MALAD WEST, MUMBAI-400064

02/11/2011 1011, B WING, 11 FLOOR, I. J. MIMA COMPLEX, LINK, ROAD, BEHIND GOREGAON SPORTS CLUB, MALAD WEST, MUMBAI-400064

A 729, TTC INDUSTRIAL AREA, KOPARKHAIRNE, NAVI MUMBAI-400705

FOR INDO BONITO MULTINATIONAL LIMITED

Sumuna Rajan Pandian Managing Director

Page 19: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF
Page 20: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF
Page 21: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF
Page 22: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF
Page 23: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF
Page 24: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF

Name of the Company: INDO BONITO MULTINATIONAL LIMITED

Scrip Code: 531084 Quarter Ended: 31st March, 2013

(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 no. of shares {I.e. Grand Total (A)+(B)+C)

indicated in Statement at para (1)(a)above}

1

2

TOTAL

Name of the Company: INDO BONITO MULTINATIONAL LIMITED

Scrip Code: 531084 Quarter Ended: 31st March, 2013

(II)(a) Statement showing holding of Depository Receipts (DRs) where underlying shares are in excess of 1% of the total no.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 no. of shares {I.e. Grand Total (A)+(B)+C)

indicated in Statement at para (1)(a)above}

1

2

TOTAL

FOR INDO BONITO MULTINATIONAL LIMITED

Subhabrata Sudhansu Datta

COMPLIANCE OFFICER

-----------------NIL-----------------

-----------------NIL-----------------

Page 25: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF
Page 26: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF
Page 27: INDO BONITO MULTINATIONAL LTD. · INDO BONITO MULTINATIONAL LTD. REGD OFFICE: A-729 TTC INDUSTRIAL AREA, KOPARKHAIRANE, NAVI MUMBAI 400 705 WEB SITE: MAJOR EVENTS IN THE HISTORY OF