1

INFORMATION MEMORANDUM

(Private & Confidential)

PEARL AGRICULTURE LIMITED

Regd. Office: 401/A, Pearl Arcade, Opp. P.K. Jewellers, Dawood Baugh Lane, Off J.P. Road, Andheri (West), Mumbai-400058

Tel No. 022-26778155, Fax No. 022-26781187

Contact person: Mr. Manoj Bhatia, email: nouveauglobal@gmail.com

PEARL AGRICULTURE LIMITED was incorporated on 29th August, 2011 under the Companies Act,

1956 as Pearl Agriculture Limited.

INFORMATION MEMORANDUM FOR LISTING OF 10369271 EQUITY SHARES OF Rs.10/- EACH

GENERAL RISKS

Investment in equity and equity-related securities involve a degree of risk and investors should not

invest in the equity shares of Pearl Agriculture 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 Pearl Agriculture Limited. For taking an investment must rely

on their own examination of the Company including the risks involved.

ABSOLUTE RESPONSIBILITY OF PEARL AGRICULTURE LIMITED

PEARL AGRICULTURE LIMITED having made all reasonable inquiries, accepts responsibility for,

and confirms that this Information Memorandum contains all information with regard to Pearl

Agriculture Limited, which is material, that the information contained in this 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 and 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 Pearl Agriculture Limited are proposed to be listed on the Bombay Stock

Exchange (BSE).

SHARE TRANSFER AGENT

Bigshare Services Private Limited

E-2 & 3, Ansa Industrial Estate,

Saki-Vihar Road, Sakinaka.

Andheri(E), Mumbai - 400 072.

Tel: 91-22-2847 0652 | 40430200| 2847 0653

Email:investor@bigshare.com

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INDEX

S. No. Particulars Page No.

1 Glossary of Terms/Abbreviations 3

2 Risk Factors 4

3 General Information 6

4 Capital Structure 9

5 Scheme of Arrangement 13

6 History 16

7 Board of Directors & Management 18

8 Promoter of the Company 19

9 Status of Corporate Governance Compliance 20

10 Management Discussion and Analysis of Operations and Financial

Condition

25

11 Financial Information of the company 28

12 Main Provisions of Memorandum and Articles of Associations of the

Company

36

13 Documents for Inspection 51

14 Declaration 53

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GLOSSARY OF TERMS AND ABBREVIATIONS

NGVL Nouveau Global Ventures Ltd. (formerly Nouveau Multimedia Ltd.)

PEL Pearl Electronics Limited

BSE The Stock Exchange, Mumbai

Company/PAL Pearl Agriculture Limited

CDSL Central Depository Services (India) Ltd.

Demerged Company Nouveau Global Ventures Limited

DP Depository Participant

FEMA Foreign Exchange Management Act

Investor Grievance

Committee

The Investor Grievance Committee set up to attend to the

grievances of investors)

Issue The issue of equity shares of Pearl Agriculture Ltd in terms of this

Information Memorandum

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

PACs Persons Acting in Concert

RBI Reserve Bank of India

Registrar/Bigshare Bigshare Services Private Limited

RoC Registrar of Companies, Mumbai

SEBI Securities and Exchange Board of India

SEBI Act Securities and Exchange Board of India Act, 1992

Shares Fully paid-up equity shares of Rs. 10/- each of PAL

BSE Bombay Stock Exchange, Mumbai

CERTAIN CONVENTIONS, USE OF MARKET DATA

Unless stated otherwise, the financial data in this Information Memorandum is derived from our

financial statements prepared in accordance with Schedule VI of the Companies Act, 1956. Our

financial year commenced on August 29, 2011 and ended on March 31, 2012. In this

Information Memorandum, any discrepancies in any table between the total and the sums of the

amounts listed are due to rounding off.

All references to “India” contained in this Information Memorandum are to the Republic of

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

Republic of India.

For additional definitions, please see the section titled “Definitions, Abbreviations and Industry

Related Terms” of this Information Memorandum.

Unless stated otherwise, industry data used throughout this Information Memorandum has

been obtained from the published data and industry publications. 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 we believe that industry data used in this

Information Memorandum is reliable, it has not been independently verified.

The information included in this Information Memorandum about various other Companies is

based on their respective Annual Reports and information made available by the respective

companies.

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RISK FACTORS

1. Market Fluctuations

Although the Company carefully monitors changes in market conditions, it is difficult to

completely avoid the impact of market fluctuations due to economic cycles in countries around

the world and changes in the demand for end products. Market downturns, therefore, could lead

to decline in product demand and increase in production and inventory amount, as well as

lower sales price.

2. Competition

The industry is extremely competitive, and the Company is exposed to fierce competition from

rival companies in areas such as product performance, structure, pricing and quality. To

maintain and improve competitiveness, the Company takes various measures including

development of leading edge technologies, standardizing design, and cost reduction, but in the

event that the Company cannot maintain its competitiveness, the Company’s market share may

decline.

3. Information Management

The Company has in its possession a great deal of confidential information and personal

information relating to its business activities. While such confidential information is managed

according to law and internal regulations specifically designed for that purpose, there is always

the risk that information may leak due to unforeseen circumstances. Should such an event

occur, there is a likelihood that customer confidence and social trust would deteriorate,

resulting in a negative effect on the Company's performance. In addition, information systems

are growing importance in the Company's business activities. Although the company makes an

effort to manage stable operation of information systems, information systems may shut down

due to system failures, computer viruses and other factors, which may consequently adversely

affect the Company's business.

4. Legal Issues

As the company conducts business worldwide, it is possible that the company may become a

party to lawsuits, investigation by regulatory authorities and other legal proceedings in various

countries.

5. Strategic Alliance and Corporate Acquisition

For business expansion and strengthening of competitiveness, the Company may engage in

strategic alliances, including joint investments, and corporate acquisitions involving third

parties in the areas of R&D on key technologies and products, manufacturing, etc. The Company

studies from many aspects the potential of these alliances and acquisitions in terms of return on

investment and profitability, but time and money are necessary to achieve integration in areas

such as business execution, technology, products, and personnel, and it is possible that these

collaborative relationships cannot be sustained due to issues such as differences from the

company's partners on management strategy in areas such as capital procurement, technology

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management, and product development, or financial or other business problems the company's

partners may encounter. In addition, it is not guaranteed that strategic alliances and corporate

acquisitions would actually yield the results initially anticipated.

Litigations: The Company, its promoter and group companies are free from the litigation.

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GENERAL INFORMATION

Authority for Listing

The Honorable High Court of Judicature at Bombay vide its Order have approved the

Scheme of Demerger between Nouveau Global Ventures Limited, Pearl Agriculture

Limited and Pearl Electronics Limited w.e.f. October 01, 2011 (i.e. the Appointed Date

under the Scheme) under Sections 391 to 394 of the Companies Act, 1956. In

accordance with the said Scheme, the Equity Shares of the company issued pursuant to

the Scheme as well as its existing shares issued for the purpose of incorporation shall,

subject to applicable regulations, be listed with The Stock Exchange, Mumbai (BSE).

Such listing and admission for trading is not automatic and will be subject to fulfillment

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

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

Company seeking listing.

The aforesaid Order of the Honorable High Court Judicature at Bombay was filed by

Nouveau Global Ventures Limited, Pearl Electronics Limited and by the Company with

the concerned Registrar of Companies (RoC), on October 31, 2012 and, therefore, the

'Effective Date' of the Scheme is October 09, 2012.

Eligibility Criterion

There being no Initial Public Offering or Rights Issue, the eligibility criteria in terms of

Clause 2.2.1 of SEBI (DIP) Guidelines, 2000 does not become applicable. However, the

SEBI has relaxed the applicability of provisions of Regulation 19(2)(b) of Securities

Contract (Regulations) Rules, 1957 under Clause 8.3.5 of SEBI (DIP) Guidelines, 2000

vide letter No. CFD/DIL/NB/VG/111879/2007 dated 27th Dec 07. The Company has

submitted its Information Memorandum, containing information about itself, making

disclosures in line with the disclosure requirement for public issues, as applicable, to

BSE for making the said Information Memorandum available to public through their

websites viz. www.bseindia.com .

The Company will publish an advertisement in the newspapers containing its details in

line with the details required as per clause 8.3.5.4 of SEBI (DIP) Guidelines.

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.

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Caution

The Company accepts no responsibility for statements made otherwise than in the

Information Memorandum or in the advertisements to be published in terms of Clause

8.3.5.4 of SEBI (DIP) Guidelines, 2000 or any other material issued by or at the instance

of the Company and anyone placing reliance on any other source of information would

be doing so at his or her own risk. All information shall be made available by the

Company to the public and investors at large and no selective or additional information

would be available for a section of the investors in any manner

Disclaimer Clause of BSE

As required, a copy of this Information Memorandum has been submitted to BSE. The

BSE has vide its letter dated 28/02/2012 has approved the scheme of arrangement

under clause 24(f) of the Listing Agreement and by virtue of that approval the BSE’s

name in this information Memorandum as one of the Stock Exchanges on which the

Company’s securities are proposed to be listed.

The BSE does not in any manner:

• warrant, certify or endorse the correctness or completeness of any of the

contents of this Information Memorandum; or

• warrant that this Company s securities will be listed or will continue to be listed

on the BSE; or take any responsibility for the financial or other soundness of this

Company, its promoters, its management or any scheme or project of this

Company; and it should not for any reason be deemed or construed to mean

that this Information

• Memorandum has been cleared or approved by the BSE.

Every person who desires to apply for or otherwise acquire any securities of this

Company may do so pursuant to independent inquiry, investigation and analysis and

shall not have any claim against the BSE whatsoever by reason of any loss which may

be suffered by such person consequent to or in connection with such

subscription/acquisition whether by reason of anything stated or omitted to be stated

herein or for any other reason whatsoever.

Filing

Copies of this Information Memorandum have been filed with BSE in due compliance.

Listing

Applications have been made to BSE for permission to deal in and for an official

quotation of the Equity Shares of the Company. The Company has nominated BSE as

the Designated Stock Exchange for the aforesaid listing of the shares. The Company has

already taken steps for the completion of necessary formalities for listing and

commencement of trading at the Stock Exchanges mentioned above.

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Demat Credit

The Company has executed Agreements with NSDL and CDSL for admitting its

securities in demat form having ISIN No. INE160O01015.

Registered Office:

Pearl Agriculture Limited

401/A, Pearl Arcade,

Opp. P.K. Jewellers,

Dawood Baugh Lane,

Off J.P. Road, Andheri (W)

Mumbai-400058

Phone: 022- 26778155

Bankers to the Company:

Axis Bank Limited

Lokhandwala Complex,

Lokhandwala Main Road,

Mumbai- 400093

Share Transfer Agent

Bigshare Services Limited

E-2&3,AnsaIndustrialEstate,

Saki-ViharRoad,Sakinaka.

Andheri(E),Mumbai-400072.

Tel: 91-22-2847 0652|40430200|

2847 0653

Mr. Sharwan Mangla

Statutory Auditors

M/s. CPM & Associates

A-102, Rassaz Castle,

Malpa Donagri No.1,

Off Service Road, W.E. Highway,

Andheri(E), Mumbai-400093

Tel: 022-26872121

Telefax: 26871414

Email: cpmah@mtnl.net.in

Compliance Officer

Mr. Manoj Bhatia

Contact No.:022-26778155

Email : nouveauglobal@gmai.com

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CAPITAL STRUCTURE

A. Pre Scheme of Arrangement

Particulars As on 08th

October, 2012

Amt in Rs.

A. Authorized Capital

50,000 Equity Shares of Rs.10 each

500000

B. Issued, Subscribed & Paid-up Capital

50000 Equity Shares of Rs. 10/- each fully paid up

500000

B. Post Scheme of Arrangement

Particulars

As on 15th

November, 2012

Amt in Rs.

A. Authorized Capital

10370000 Equity Shares of Rs.10 each

103,700,000.00

B. Issued, Subscribed & Paid-up Capital

10369271 Equity Shares of Rs.10/- each fully paid up

103,692,710.00

Upon coming into effect of this Scheme and in consideration of the Demerger of the

Agriculture Division of NGVL into PAL., PAL shall issue and allot equity shares, credited

as fully paid up, in the following manner:

55.89 fully paid up equity shares of Rs. 10/- each of PAL shall be issued and allotted

for every 100 fully paid equity shares of Rs. 10/- each held in NGVL.

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C. Shareholding Pattern of the Company before and after the Scheme

Particulars Before After

No. of

Equity

Shares

%

No. of

Equity

Shares

%

A. Promoter's Holding

Indian Promoters & their

relatives

20000 40.00 1129870 10.89633

Bodies Corporate 30000 60.00 2672211 25.77048

Foreign Promoters - - -

Persons Acting in Concert - - -

Sub Total 50000 100.00 3802081 36.66681

B. Non-Promoters Holding

1) Institutional Investors

a. Mutual Funds and UTI - - -

b. Banking, Financial

Institution

- - -

c. Insurance Companies - - -

d. FII - - -

Sub Total - 0 0

2) Others

Private Corporate Bodies 3933266 37.93194

Indian Public - 2622106 25.28728

NRIs/ OBCs / Pak

Shareholders

- 11818 0.11397

Sub Total - 6567190 63.33319

Grand Total 50000 100.00 10369271 100.00

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D. List of persons / entities comprising Promoters are as follows

S.

No

Name of the Promoter No of

Equity

Shares

% of

Paid up

Capital

1 Individuals

Mr. Krishan Khadaria 714564 6.89117

Mrs. Asha Khadaria 407203 3.92702

Mr. Mohit Khadaria 3912 0.03773

Mrs. Sushila Devi Raghunath Prasad Khadaria 2794 0.02695

Ms. Mohini Khadaria 1397 0.1347

2 Companies Promoted by Promoters

M/s. Mumbadevi Finance & Investment Company Pvt.

Ltd.

212382 2.04819

M/s. Attribute Shares & Securities Pvt. Ltd. 367003 3.53933

M/s. Kashish Multi Trade Pvt. Ltd. 31685 0.30557

M/s. Forever Flourishing Finance & Investment Pvt.

Ltd.

43121 0.41585

M/s. Navyug Telefilms Pvt. Ltd. 747864 7.21231

M/s. Golden Medows Export Pvt. Ltd. 503010 4.85097

M/s. Kasturi Overseas Pvt. Ltd. 767146 7.39826

TOTAL 3802081 36.666%

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E. Top Ten Shareholders of the company after allotment are as follows:

S.

No

Name of the Shareholders

No of

Equity

Shares

% of

Paid up

Capital

1 M/s. Nirnidhi Consultant Pvt. Ltd. 516982 4.9857

2 M/s. Skylight Disributors Pvt. Ltd. 309492 2.9847

3 Praveen Kumar Agarwal 279450 2.6950

4 Babita Patwari 223560 2.1560

5 Sneha Patwari 223560 2.1560

6 Suryamukhi Projects Pvt. Ltd. 213734 2.0612

7 Esha Securities Ltd. 178454 1.7210

8 Deepak Patwari 139725 1.3475

9 Comfort Dealcom Pvt. Ltd. 132495 1.2778

10 Pinky Agarwal 111780 1.0780

Except as mentioned elsewhere, and as provided under the Scheme, there are no other

interests of the above shareholders in Pearl Agriculture Limited.

As on the date of this Information Memorandum, there are no outstanding warrants,

options or rights to convert debentures, loans or other instruments into equity shares

of the Company.

There will be no further issue of capital whether by way of issue of bonus shares,

preferential allotment, rights issue or in any other manner during the period

commencing from the date of approval of the Scheme by the High Court till listing of

the Equity Shares allotted as per the Scheme.

There shall be only one denomination for the Equity Shares of the Company, subject to

applicable regulations and the company shall comply with such disclosure and

accounting norms specified by SEBI, from time to time.

The Company has 1686 members as on the date of filing this Information

Memorandum.

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SCHEME OF ARRANGEMENT

The Scheme of Demerger was a part of the group’s initiative to reorganize the business

portfolios of Nouveau Global Ventures Limited with objective of unlocking the value of

the shareholders.

The Scheme of Arrangement (hereinafter referred to as “this Scheme’) was presented

under Sections 391 to 394 read with Sections 78 and 100 to 103 of the Companies Act,

1956 and would involve transfer on a going concern basis the following Divisions

(“Demerged Division” as defined later in this Scheme)

1. Electronic Division into Pearl Electronics Limited

2. Agriculture into Pearl Agriculture Limited

With NGVL focusing on the remaining business related to multimedia, real estate and

financial consultancy and in consideration thereof, issue of equity shares by Pearl

Electronics Limited and Pearl Agriculture Limited (“Resulting Companies”) to the

shareholders of NGVL (“Demerged/ Transferor Company”) on a proportionate basis,

pursuant to sections 391 to 394 read with sections 78 and 100 to 103 and other

relevant provisions of the Companies Act, 1956 and in compliance with the norms laid

down under Section 2 (19AA) of the Income Tax Act, 1961. This restructuring is

intended to provide greater business focus in Transferor and Resulting Companies.

The Scheme also provides for various other matters consequential, incidental or

otherwise integrally connected therewith.

The Board of Directors of all Resulting Companies and Transferor Company are of the

opinion that the demerger would result in benefit to the shareholders, creditors,

employees of all the companies and the general public.

This scheme has been drawn up to comply with the conditions relating to “Demerger” as

specified under Section 2(19AA) of the Income Tax Act, 1961. If any terms or provisions

of the scheme are found or interpreted to be inconsistent with the said provisions at a

later date including resulting from an amendment of law or for any other reason

whatsoever, the provisions of the said section of the Income Tax Act, 1961 shall prevail

and the Scheme shall stand modified to the extent determined necessary to comply with

Section 2 (19AA) of the Income tax act, 1961. Such modifications will however not affect

other parts of the Scheme.

The scheme of restructuring was approved by the High Court at Bombay effective from

October 09, 2012.

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TRANSFER OF AGRICULTRE DIVISION INTO PEARL AGRICULTURE LIMITED

With effect from the Appointed Date, Agriculture Division shall, pursuant to the

provisions contained in Section 391 to 394 of the Act and other provisions of law for

the time being in force and without any further act or deed, be demerged from the

Transferor Company, and be transferred to and vested in or be deemed to have been

transferred to and vested in Pearl Agriculture Limited on a going concern basis, so as to

become as and from the Appointed Date, the Division of Pearl Agriculture Limited,

5.1 All assets acquired by the Transferor Company after the Appointed date and prior to

effective Date for operation of the Agriculture Division or pertaining to the said

Demerged Division, shall also stand transferred to and vested in the Pearl

Agriculture Limited upon coming into effect of the Scheme, at their book values.

5.2 In respect of such of the assets of the Agriculture Division as are movable in nature

or otherwise capable of transfer by manual delivery, by paying order or by

endorsement and delivery, the same may be so delivered, paid over or endorsed and

delivered, by the Transferor Company and shall become the property of the Pearl

Agriculture Limited as an integral part of the Agriculture Division transferred to it.

Such delivery shall be made on a date mutually agreed upon between the Board of

Directors of the Transferor Company and the Board of Directors of Pearl Agriculture

Limited within thirty days from the Effective Date.

5.3 In respect of such of the assets of the Agriculture Division without any further act,

instrument or deed, be transferred to and vested in and/or be deemed to be

transferred to and vested in Pearl Agriculture Limited on the Appointed Date

pursuant to the provisions of Section 391 to 394 of the Act or other provisions of law

as applicable.

5.4 For the avoidance of doubt and without prejudice to the generality of forgoing, it is

clarified that upon the coming into effect of this scheme, in accordance with the

provisions of relevant laws, consents, permissions, license, certificates, authorities

(including for the operation of bank accounts) power of attorneys given by, issued to

or executed in favour of the Transferor Company, and the rights and benefits under

the same shall, in so far as they relate to the Agriculture Divisions and all quality

certifications and approvals, trademarks, patents and domain names, copyrights,

industrial designs, trade secrets, product registrations and other intellectual

property and all other interests relating to the goods or services being dealt with by

the Agriculture Division, be transferred to and vested in Pearl Agriculture Limited.

In so far as the various incentives, sales tax deferral benefits, subsidies (including

applications for subsidies) rehabilitation schemes, grants, special status and other

benefits or privileges enjoyed, granted by any Government body, local authority or

by any other person, or availed of by the Transferor Company are concerned, the

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same shall, without any further act or deed, in so far as they relate to Agriculture

Division, vest with and be available to the Pearl Agriculture Limited on the same

terms and conditions.

5.5 It is clarified that, upon the coming into effect of the Scheme, the following liabilities

and obligations of the Transferor Company as on the Appointed date and being a

part of the Agriculture Division shall, without any further act or deed be and shall

stand transferred to and vested in and shall be exercised by or against Pearl

Agriculture Limited undertakes to meet, discharged and satisfy the same:

(a) the liabilities which directly and specifically arose out of the activities or

operations of the Agriculture Division;

(b) specific loans or borrowings raised, if any, and incurred and utilized solely for

the activities or operations of the Agriculture Division;

(c) in case other than those referred to in sub- clauses (a) and (b) above,

proportionate part of the general or multipurpose borrowings and liabilities of

the Transferor Company allocable to the Agriculture Division in the same

proportion in which the value of the assets transferred under this scheme bears

to the total value of the assets of the Transferor Company immediately before

the demerger. It is hereby clarified that upon the coming into effect of this

Scheme, where any regulatory approvals are required for the purposes of

apportioning the general or multipurpose borrowings as provided herein, the

same shall be resolved mutually by the Board of Directors of the Transferor

Company and Pearl Agriculture Limited.

5.6 Where any of the liabilities and obligations of the Transferor Company as on the

Appointed Date deemed to be transferred to Pearl Agriculture Limited have been

discharged by the Transferor Company after the Appointed Date and prior to the

Effective Date, such discharge shall be deemed to be have been for and on account of

Pearl Agriculture Limited, and all loans raised and used and all liabilities and

obligations incurred by the Transferor Company for the operations of Agriculture

Division after the Appointed Date and prior to the Effective Date shall deemed to be

deemed to have been raised, used or incurred for and on behalf of the Pearl

Agriculture Limited and to the extent they are outstanding on the Effective Date,

shall also without any further act or deed be and stand transferred to the Pearl

Agriculture Limited and shall become its liabilities and obligations.

5.7 Upon the coming into effect of this Scheme, in so far as the security in respect of the

liabilities of the Transferor Company as on the Appointed Date is concerned, it is

hereby clarified that the Transferor Company and Pearl Agriculture Limited shall,

subject to confirmations by concerned creditor(s), mutually agreed upon and

arrange for such security as may be considered necessary to secure such liabilities,

and obtain such consents under law as may be prescribed.

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5.8 Upon the coming into effect of this Scheme, the borrowing limits of Pearl Agriculture

Limited in terms of Section 293(1) (d) of the Act shall be deemed without any

further act or deed to have been enhanced by the aggregate liabilities of the

Transferor Company which are being transferred to Pearl Agriculture Limited

pursuant to the Scheme, such limits being incremental to the existing limits of Pearl

Agriculture Limited, with effect from the Appointed Date.

5.9 The provisions of this Clause insofar as they relate to the transfer of liabilities to

Pearl Agriculture Limited shall operate notwithstanding anything to the contrary

contained in any deed or writing or the terms of sanction or issue or any security

document, all of which instruments shall stand modified and/ or superseded by the

foregoing provisions.

5.10 It is hereby clarified that all assets and liabilities of Agriculture Division shall be

transferred at values appearing in the books of account of the Transferor Company

as on the Appointed Date which are set forth in the closing balance sheet of the

Transferor Company as of the close business hours on the date immediately

preceding the Appointed Date.

5.11 It is clarified that since the Transferor Company beneficially owns over 90% of

the issued share capital of the respective Resulting Company as on the Appointed

Date, the transfer of the respective Demerged Division in pursuance of this Scheme

shall be eligible to the benefit under Notification No. 1, dated January 16, 1937

issued under Section 9(a) of the Indian Stamp Act, 1899.

The Equity Shares so issued and allotted by the Company in pursuance of the Scheme

would be listed on BSE.

HISTORY OF THE COMPANY

PEARL AGRICULTURE LIMITED was incorporated on 29th August, 2011 under the

Companies Act, 1956 as Pearl Agriculture Limited.

Pursuant to the order of the High Court dated 09th October 2012 the Company

consequent upon Scheme of Arrangement (hereinafter referred to as “this Scheme’)

presented under Sections 391 to 394 read with Sections 78 and 100 to 103 of the

Companies Act, 1956 and transferred to a on going concern basis the following

Divisions (“Demerged Division” as defined later in this Scheme) of Nouveau Global

Ventures Limited:

• Agriculture Division into Pearl Agriculture Limited

17

18

MEMORANDUM OF ASSOCIATION

OF

PEARL AGRICULTURE LIMITED

I. The name of the Company is PEARL AGRICULTURE LIMITED.

II. The Registered Office of the Company is situated in the State of Maharashtra

within the jurisdiction of Registrar of Companies, Maharashtra at Mumbai.

III. The objects for which the Company is established are:

A. MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON

ITS INCORPORATION.

1. To carry on business of trading in agriculture and natural resources and to store,

buy, sell, import, export , process, preserve, distribute and deal in all or any kinds

of agro and allied products including and consisting of the spices, spice oils,

extracts, essential oils, oleo-resins, cereals, pulses, millets, gram, grain, leaves,

branches, herbs, roots, seeds, vegetables, flowers, fruits, nuts, natural colors,

flavours, additives, perfumes, scents, aromatics, fragrances, grass, seaweed's and

any other foods and food related items and developing of land, planting, growing,

cultivating, producing and raising plantation of various species of crops and trees

raised or come up naturally, or other agricultural, plantation and horticultural,

medicinal and aromatics plants.

CHANGES IN THE MEMORANDUM OF ASSOCIATION OF COMPANY SINCE

INCORPORATION:

There were no changes in the Memorandum & Articles of Association of the

company so far.

BUSINESS

The Company is engaged in the trading of agriculture goods & products.

BOARD OF DIRECTORS AND MANAGEMENT

The composition of the Board is given below:

Promoter Group:

Mr. Krishan Khadaria , Director

Mrs . Asha Khadria, Director

Independent Directors:

Mr. Manoj Bhatia

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BRIEF PROFILE

1. KRISHAN KHADARIA: He is a Chartered Accountant as well as a Bachelor of Law. He

is the member of Audit Committee & Shareholders/Investor Grievances Committee.

2. ASHA KHADARIA: She is a Bachelor of Arts. She has an experience in the field of

Investment Activities. She is the member of Audit Committee & Shareholders/Investor

Grievances Committee.

3. MANOJ BHATIA: He is the independent director of the company. He is a Bachelor of

Commerce and CA-Inter. He advises the company in the field of finance, taxation and

audit which has helped the in making critical financial decisions. He is the chairman of

the Audit Committee, Shareholders Investor Grievances Committee.

PROMOTERS OF THE COMPANY

1. Krishan Khadaria

2. Asha Khadaria

3. M/s. Attribute Shares & Securities Private Limited

4. Forever Flourishing Finance & Investments Private Limited.

5. Kashish Multitrade Private Limited.

6. Laxmiramuna Investments Private Limited

7. Vibhuti Properties Private Limited

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STATUS OF CORPORATE GOVERNENCE

The Company is committed to implement the best Corporate Governance practices

reflecting its strong value system & ethical business conduct. The Company’s philosophy

on Corporate Governance envisages attainment of highest levels of transparency,

accountability and integrity in the functioning of the Company with a view to create

value that can be sustained continuously for the benefit of its stakeholders.

• Board of Directors:

The Board of Directors consists of three directors. The Board has a healthy blend of

executive and non-executive directors which ensures the desired level of independence

in functioning and decision making. The independent director is eminent professionals

and brings in wealth of expertise and experience for directing the management of the

Company.

Name of Director

Category

Mr. Krishan Khadaria Promoter

Mrs. Asha Khadaria Promoter

Mr. Manoj Bhatia Independent Director

• Committees of the Board

(a) Audit Committee

The Audit Committee consists of three directors of the Company – one non-executive &

independent and two executive & non-independent:

Sh. Manoj Bhatia Chairman Independent, Director

Sh. Krishan Khadaria Member Non-independent Director

Smt. Asha Khadaria Member Non-Independent Director

The constitution and terms of reference of the Audit Committee conforms to the

requirements of Clause 49 and Section 292A of the Companies Act, 1956. The following

functions are performed by the Audit Committee:

21

� Overseeing the company’s financial reporting process and the disclosure of

financial information to ensure that the financial statements are correct,

sufficient and credible;

� Recommending the appointment /removal of external auditors, fixing audit fees

and approving payments for any other service;

� Reviewing with management the annual financial statements before submission

to the Board;

� Reviewing with the management Quarterly/Half-yearly and other financial

statements before submission to the Board for approval;

� Reviewing with the management, external and internal auditor, the adequacy of

internal control systems and recommending improvements to the management;

� Reviewing the adequacy of internal audit function;

� Discussing with internal auditors of any significant findings and follow-up

thereon;

� Reviewing the findings of any internal investigation by the internal auditors into

matters where there is a suspected fraud or irregularity or a failure of the

internal control systems of a material nature and reporting the matter to the

Board;

� Discussing with the external auditors before the audit commences on the nature

and scope of audit as well as have post-audit discussions to ascertain any area of

concern;

� Reviewing the Company’s financial and risk management policies; and

� Initiating investigations into the reasons for substantial defaults in the payments

to the depositors, debenture holders, shareholders (in case of non-payment of

declared dividends) and creditors, if any.

(b) Shareholders/Investors’ Grievance Committee

The Shareholders/Investors’ Grievance Committee comprises of the following directors:

Sh. Manoj Bhatia Chairman Independent Director

Sh.Krishan Khadaria Member Non-Independent Director

Smt. Asha Khadaria Member Non-Independent Director

The Shareholders’/Investors’ Grievance Committee ensures speedy disposal of all

grievances/complaints relating to shareholders/investors. The Committee specifically

looks into redressal of investors’ complaints and requests such as transfer of shares,

non-receipt of annual report, non-receipt of declared dividend etc. In addition, the

Committee advises on matters which can facilitate better investor services/relations.

22

General Body Meetings

During the year two general meetings of the company were held as under:

Date Time Venue

18th May, 2012 (EGM) 01.00 P.M Conference Room, Axis

Bank, Springfield’s,

Lokahandwala Complex,

Andheri (West), Mumbai

400 053.

20th July 2012 (AGM) 11.00 A.M 401/A, Pearl Arcade, Opp.

P.K. Jewellers, Dawood

Bhaug Lane, Off. J.P. Road,

Andheri (West), Mumbai-

400058.

Secretarial Audit

The company has not carried out its first Secretarial Audit.

Disclosures

i. There were no transactions of material nature with the directors or the

management or their subsidiaries or relatives etc. during the year that had

potential conflict with the interests of the Company at large.

ii. The financial statements have been prepared in compliance with the

requirements of the Companies Act, 1956 and in conformity, in all material

respects, with the generally accepted accounting principles and standards in

India. The estimates/judgements made in preparation of these financial

statement are consistent, reasonable and on prudent basis so as to reflect true

and fair view of the state of affairs and results/operations of the Company.

iii. The Company has well-defined Risk Management Policies for its business, which

are periodically reviewed to ensure that the executive management controls risk

by means of a properly defined framework.

iv. The Company has not raised any funds from the capital market

(public/rights/preferential issues etc.) during the financial year under review.

10. Means of communication

The annual audited results were sent through postage/courier.

The company did not make any presentation to the analysts/institutional investors.

The Company has made application to Bombay Stock Exchange (BSE) for listing its

entire equity share capital. The Company has received in-principal listing approval

from BSE vide letters dated 28th Feb, 2012.

23

The company has entered into tripartite agreement with National Securities

Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and Big

Share Services Private Limited, for dematerialization of shares of the company.

Share Price Data

Company is presently is not listed in any Stock Exchange; however the Company’s

shares would be listed on BSE.

The Company has appointed Big share Services Private Limited as Registrar and Share

Transfer Agents for providing electronic connectivity & handling physical share

transfer work of the company.

The contact detail of the agent is as follows:-

Bigshare Services Private Limited

E-2&3,Ansa Industrial Estate,

Saki-Vihar Road, Sakinaka.

Andheri( E), Mumbai-400072.

Tel: 91-22-28470652|40430200|28470653

Fax: 91-22-2847 5207

Email: investor@bigshareonline.com

Mr. Babu Rapheal

Share Transfer system

Besides Compliance Officer and the secretarial staff for the smooth and quick disposal

of Share Transfer, the Company has appointed Big share Services Private Ltd., Mumbai

as its Registrar and Share Transfer agent.

The power to approve transfer of shares has been delegated by the Board to the

securities transaction committee. Share transfer requests are processed within 30 days

from the date of receipt by the Registrar and Transfer Agents.

Distribution of shareholding as on 12/12/2012 (Date of allotment of shares to the

equity shareholders under the Scheme of arrangement)

No. of

Shareholders

Folio Shares

Number % Number %

1536 1-500 91.10320 395370 3.81290

32 5001-10000 1.89798 216413 2.08706

44 10001-20000 2.60973 634376 6.11785

12 20001-30000 0.71174 314797 3.03586

12 30001-40000 0.71174 435016 4.19524

06 40001-50000 0.35587 262839 2.53479

22 50001-100000 1.30486 1523977 14.69705

22 100001 and Above 1.30486 6586483 63.51925

1686 10369271

24

Pattern of shareholding as on Record Date i.e. 12/12/2012.

S.No. Category No. of Shares % to total

Capital

1 Promoters 3802081 36.6681

2 Indian Financial Institutions 0 0

3 Central Govt./State Govt. 0 0

4 Mutual Funds 0 0

5 Bodies Corporates 3933266 37.93194

6 NRIs/OCB 11818 0.11397

7 Individuals and Others 2622106 25.28728

Total 10369271 100

Dematerialisation of shares and liquidity

The shares of the company are dematerialized through both the depositories operating

in India viz. NSDL and CDSL after their approval received; vide letters dated 16

December, 2012 and November 29, 2012.

Address for communication:

Compliance Officer

Manoj Bhatia

Pearl Agriculture Ltd.

Mumbai

Contact No.: 022-26778155

Email: nouveauglobal@gmail.com

Share Transfer Agent

Bigshare Services Pvt. Ltd.

E-2 & 3, Ansa Industrial Estate,

Saki-Vihar Road, Sakinaka.

Andheri(E), Mumbai - 400 072.

Tel: 91-22-2847 0652 | 40430200|

2847 0653

Fax: 91-22-2847 5207

E-Mail: investor@bigshareonline.com

Mr. Babu Rapheal

25

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management’s Discussion and Analysis (“MD&A”) is designed to provide the reader with a greater

understanding of the Company’s business, business strategy and performance, as well as how it manages

risk and capital resources. It is intended to enhance the understanding of the audited annual financial

statements and accompanying notes, and should therefore be read in conjunction with these documents,

and should also be read together with the text below on forward-looking statements. Statements made

in this MD&A that describe the Company’s or management’s budgets, estimates, expectations, forecasts,

objectives, predictions or projections of the future may be “forward-looking statements”, which can be

identified by the use of the conditional or forward-looking terminology such as “anticipates”, “believes”,

“estimates”, “expects”, “may”, “plans”, “projects”, “should”, “will”, or the negative thereof or other

variations thereon. The Company cautions that, by their nature, forward-looking statements involve

risks and uncertainties, and that its actual actions and/or results could differ materially from those

expressed or implied in such forward-looking statements, or could affect the extent to which a particular

projection materializes.

1. Business Environment

Agriculture is the essence of India. Since time immemorial, the majority of its population

bank on agriculture sector directly or indirectly. This is the reason; the contribution of Indian

agriculture industry to GDP (Gross Domestic Products) is around 25 per cent. Agriculture in

India is a crucial sector in socio-economic development of the country. Comparing the total

farming output of India with other countries, India is ranked second worldwide. Because of

transforming farming scenario and international competition, augmentation in production

and meticulous distribution of food receive higher priority across the globe.

Agriculture industry in India has seen some remarkable changes since independence, also

become very important from the perspective of employment generation, so Indian economy

is reckoned as agri oriented. With increased level of sophisticated technologies, application

of modern bio technologies, and rendering considerable importance to seeds, fertilizers,

irrigation sources, agriculture business has reached a new height.

2. Industry structure and development

The company Pearl Agriculture Limited was established in 2011. The company is dealing in

Agriculture Products, Cereals and grains of multi variety. The company is committed to

provide its customers overall services and values that is the best. It prospects to contribute

significantly to our national output & employment.

3. Risk Management

Company follows well-established and detailed risk assessment and minimization procedures,

which are periodically reviewed by the Board.

26

4. Future Outlook and Opportunities

• Advanced technologies that are not only "cost effective" but also "in conformity" with

natural climatic regime of the country

• Technologies applicable to rain-fed areas particularly

• Continued genetic improvements for improved seeds and yields

• Improvements in data for superior research, results, and sustainable planning

• Bridging the gap between knowledge and practice; and

• Judicious land use resource surveys, effective management practices and sustainable

use of natural resources.

5. Company’s Financial Performance & Analysis

Company‘s objective is to create long-term value for shareholders and to have that value

reflected in our share price. Our strategies to deliver value to shareholders are concentrated

on acquiring, building and growing high-quality businesses. We believe that Company has the

operating philosophy, human resources, financial resources, track record and structure to

continue to deliver on its objective.

6. Internal Control Systems

Your Company has evolved a system of internal controls to ensure that the assets are

safeguarded and transactions are authorised, recorded and correctly reported. The internal

control system is supplemented by management reviews and independent periodical reviews

by the outside chartered accountancy firms which evaluate the functioning and quality of

internal controls and provides assurance of its adequacy and effectiveness. The scope of

internal audit covers a wide variety of operational methods and, as a minimum, ensures

compliance with specified standards with regard to availability and suitability of policies and

procedures, extent of adherence, reliability of management information system and

authorization procedures including steps for safeguarding of assets. The Reports of internal

audit are placed before Audit Committee of the Directors. Audit Committee reviews such audit

findings and the adequacy of internal control systems. The Statutory Auditors, Internal

Auditors and the Cost Auditors of the Company also interact with the Audit Committee to

share their findings and the status of corrective actions under implementation.

7. Human Resources

The Company lays great emphasis on proper management of human resources and believes

that this is the most important ingredient for achieving excellence in performance and

sustainable growth. The management constantly reviews the skill mix and takes appropriate

steps to achieve desired skill mix. For upgrading the skill, special emphasis is laid on training.

Selective and intensive training is being imparted to employees at various levels.

8. Cautionary Statement

Statements in this “Management’s Discussions and Analysis” describing the Company’s

objectives, projections, estimates, expectations or predictions may be “forward looking

statements” within the meaning of applicable securities laws and regulations. Actual results

could differ materially from those expressed or implied, depending upon conditions,

Government policies and other incidental/related factors.

27

Statements in the Management Discussion and Analysis, describing the Company’s objectives,

projections and estimates may be forward-looking statements within the meaning of

applicable securities laws and regulations. Actual results may vary from those expressed or

implied, depending upon conditions, Government policies and other incidental/related

factors.

28

FINANCIAL INFORMATION OF PEARL AGRICULTURE LIMITED

AUDITORS REPORT:

TO THE MEMBERS OF PEARL ELECTRONICS LIMITED

1. We have audited the attached Balance Sheet of PEARL ELECTRONICS LIMITED as at 31st

March, 2012 and also the Statement of Profit & Loss of the Company for the year ended on

that dated annexed thereto. These financial statements are the responsibility of the

Company's management. Our responsibility is to express an opinion on these financial

statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India.

Those Standards require that we plan and perform the audit to obtain reasonable assurance

about whether the financial statements are free of material misstatement. An audit includes

examining, on a test basis, evidence supporting the amounts and disclosures in the financial

statements. An audit also includes assessing the accounting principles used and significant

estimates made by management, as well as evaluating the overall financial statement

presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2004 issued by the Central

Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956,

we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the

said order, to the extent applicable to the Company during the period.

4. Further to our comments on the Annexure referred above, we report that:

a) We have obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the

Company so far as appears from our examination of the books;

c) The Balance Sheet dealt with by this report in agreement with the books of account;

d) In our opinion, the Balance Sheet and statement of Profit & Loss dealt with by this

report comply with Accounting Standards referred to in the sub-section (3C) of section 211 of

the Companies Act, 1956.

e) On the basis of the written representations received from the directors, as on 31st

March, 2012, and taken on record by the Board of Directors,

Contd......2

29

* 2 *

We report that none of the directors is disqualified as on 31st March, 2012 from being

appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the

Companies Act, 1956;

vi) In our opinion and to the best of our information and according to explanations

given to us, the said accounts, read together with the Accounting Policies &

notes thereon give the information required by the Companies Act, 1956, in the

manner so required and give a true and fair view, in conformity with the

accounting principles generally accepted in India;

a) In the case of Balance Sheet, of the state of affairs of the Company as at 31st

March 2012

and

b) In the case of statement of Profit & Loss, of the Loss for the year ended on

that date.

For CPM &Associates

Chartered Accountants

SD/-

(C.P. Maheshwari)

Date : 15th June , 2012 Mem. No. 36082

Place : Mumbai

30

ANNEXURE referred to in paragraph (3) of our Report of even date of the Auditors to the

members of M/s. PEARL ELECTRONICS LIMITED on the Accounts for the period ended 31st

March, 2012.

1. The Company does not have any fixed assets. Therefore, the provisions of Clause 4(i) (a) (b)

and (c) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

2. The Company does not have any inventory. Therefore, the provisions of Clause 4(ii) of the

Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

3. The Company had taken unsecured loan from one other company covered in the Register

maintained under section 301 of the Companies Act, 1956. The maximum amount involved

during the year was Rs. 5, 00,000 and the year-end balance of loans taken from such parties

was NIL. The company has granted loans to one party covered in the register maintained

under section 301 of the Companies Act, 1956. The maximum amount involved during the

year was Rs. 3, 90,000 and the year-end balance of loans granted to such parties was Rs.3,

90,000.

4. In our opinion, and according to the information and explanations given to us, there are

adequate internal control systems commensurate with the size of the Company and the

nature of its business with regard to purchase of Fixed Assets. There has not yet commenced

its commercial operations and on sale of goods/provision of services was undertaken during

the year under review. During the course of our audit, we have not observed any continuing

failure to correct major weaknesses in internal controls.

5. (a) According to the information and explanations given to us, we are of the opinion that

the transactions that need to be entered into the register maintained under section 301 of the

Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there

are no transactions made in pursuance of contracts or arrangements entered in the register

maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rupees

five lakhs in respect of any party during the year.

6. In our opinion and according to the information and explanations given to us, the Company

has not accepted any deposits to which the provisions of section 58A, 58AA or any other

relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits)

Rules, 1975 apply.

Contd….2

31

…2…

6. In our opinion and according to the information and explanations given to us, the

Company has not accepted any deposits to which the provisions of section 58A, 58AA or any

other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of

Deposits) Rules, 1975 apply.

7. The provisions of Clause 4(vii) of the Companies (Auditor’s Report) Order, 2003 are

not applicable to the company as neither the paid up capital and reserves at the

commencement of the financial year exceeds Rs. 50 lacs nor the average annual turnover for

preceding three consecutive financial year exceeds 5 Crores.

8. The provisions of Section 209(1)(d) of the Companies Act, 1956 regarding

maintenance of Cost records is not applicable to the Company.

9. (a)In our opinion and according to the information and explanations given to us, the

Company has been regular in depositing undisputed statutory dues applicable to it.

(b)In our opinion and according to the information & explanations given to us, there are

no disputed statutory dues.

(c) According to the information and explanations given to us, there are on dues of sale

tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited

on account of any dispute.

10. Keeping in view the facts that (i) no profit and loss Account has been prepared by the

company till date and (ii) Commercial Operation have not been commenced during the year,

there cannot be any accumulated losses or cash losses. Therefore, the provisions of clause 4

(x) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

11. The Company has not taken any loans from financial institution or bank. Therefore, the

provisions of clause 4(xi) of the Companies (Auditor’s Report) Order 2003 are not applicable

to the company.

12. The Company has not granted any loans and advances on the basis of security by way of

pledge of shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of

the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

13. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the

provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not

applicable to the company.

Contd…3

32

…3…

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures

and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies

(Auditor’s Report) Order, 2003 (as amended) are not applicable to the Company.

15. In our opinion, the Company has not given to us, the company has not given guarantees for

loans taken by others. Therefore, the provisions of clause 4(xv) of the Companies (Auditor’s

Report) Order, 2003 are not applicable to the company.

16. In our opinion and according to the information and explanation given to us the company

has not taken term loans. Therefore, the provisions of clause 4 (xvi) of the Companies

(Auditor’s Report) Order, 2003 are not applicable to the company.

17. According to the information and explanation given to us and on an overall examination of

the balance sheet of the Company, we report that no funds raised on short-term basis have

been used for long-term investment. No long-term funds have been used to finance short-

term asset except permanent working capital.

18. According to the information and explanation given to us, the Company has not made any

preferential allotment of shares to parties and companies covered in the register maintained

under Section 301 of the Act. Therefore, the provisions of clause 4 (xviii) of the Companies

(Auditor’s Report)Order, 2003 are not applicable to the company.

19. According to the information and explanations given to us, during the period covered by

our audit report, the company had not issued debentures. Therefore, the provisions of Clause

4 (xix) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

20. The Company has not raised any money by way of public issue during the year. Therefore,

the provisions of clause 4(xx) of the Companies (Auditor’s Report) Order, 2003 are not

applicable to the company.

21. According to the information and explanation given to us, no fraud on or by the Company

has been noticed or reported during the course of our audit.

For CPM & Associates

Chartered Accountants

(Firm No. 114923W)

SD/-

(C.P. Maheshwari)

Date : 15th June, 2012 Mem. No. 36082

Place : Mumbai

33

Balance Sheet as 31st March, 2012

Particulars

Note No.

As on 31st March,

2012

EQUITY & LIABILITIES

Shareholders’ Funds :

Share Capital 3 500,000.00

Current Liabilities:

Other Current Liabilities 4 15,281.00

Total 515,281.00

ASSETS

Non Current Assets

Pre-operative Expenses 5 15,58940

Current Assets

Cash & cash equivalent 6 85191.60

Short Term Loans & advances 7 390,000.00

Other Current Assets:

Un-Amortized Expenses 24,500.00

Total 515,281.00

Significant Accounting Policies 1 to 7

Notes on Financial Statement

AS PER OUR REPORT OF EVEN DATE ATTACHED

FOR CPM & ASSOCIATES For Pearl Agriculture Limited

Chartered Accountants SD/- SD/-

(Firm Registration No. 114923W) Krishan Khadaria Manoj Bhatia

Place: Mumbai

Date: 15th June, 2012

34

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2012

PEARL AGRICULTURE LIMITED

SIGNIFICANT ACCOUNTING POLICIES:

a) Method of Accounting: The accounts are prepared under historical cost convention, on the accounting principles of a

going concern as per provisions of the Companies Act, 1956, the applicable Accounting Standards

and Generally Accepted Accounting Principles.

b) Fixed Assets and Capital Work in Progress: Fixed Assets are stated at cost of acquisition including incidental cost thereof less accumulated

depreciation.

Pre-operative Expenditure during construction period: Direct expenses as well as identifiable

indirect expenses, incurred on the project during the period of construction are being capitalized

treated as deferred revenue expenses, as considered appropriate by the Management. c) Depreciation:

The Depreciation on fixed assets is provided on written down value method at the rate specified

in schedule XIV to the Companies Act 1956.

d) Revenue Recognition: The Company follows mercantile system of accounting and recognizes income and expenditure

on accrual basis unless otherwise expressly stated and except those with significant

uncertainties.

e) Other Accounting Policies: These are consistent with the generally accepted accounting practices.

NOTES ON ACCOUNTS FOR YEAR ENDED MARCH 31, 2012

1. Statement of Profit and Loss Account has not been prepared since the Company is in the

process of implementation of the operations. The Company has instead prepared the

‘Statement of Pre-operative Expenditure during the Construction Period (Pending

Allocation)’. The Pre-operative Expenditure incurred during the construction period will be

apportioned to fixed assets relating to the project, treated as deferred revenue expenditure or

charged to the revenue account as the case may be, in accordance with the generally accepted

accounting principles, upon commencement of its operations.

2. No provision towards deferred taxation has been considered in the Accounts, since on

commercial activities are carried out by the Company during the year and no Profit and Loss

Account has been prepared.

35

3. SHARE CAPITAL Amt in Rs. As on

31.03.2012

AUTHORISED CAPITAL

50,000 Equity Shares of Rs.10/- each 500000.00

_____________

ISSUED, SUBSCRIBED & PAID-UP CAPITAL

50,000 Equity Shares of Rs. 10/- each fully paid-up 500000.00

_____________

AS PER OUR REPORT OF EVEN DATE ATTACHED

FOR CPM & ASSOCIATES For Pearl Agriculture Limited

Chartered Accountants SD/- SD/-

(Firm Registration No. 114923W) Krishan Khadaria Manoj Bhatia

Place: Mumbai

Date: 15th June, 2012

36

ARTICLES OF ASSOCIATION

OF

PEARL AGRICULTURE LIMITED

Interpretation

1. The headings, sub headings, marginal notes etc. as the case may be shall not effect the const-

ruction hereof and in these presents unless there is something in the subject or context

Inconsistent therewith.

“The Act” means the Companies Act, 1956 or any statutory modification or re-enactment

thereof for the time being in force.

“Annual General Meeting” means General Meeting of the Members held in accordance with

the provisions of section 166 of the Act, or such other provisions of the Act or Acts relating

to incorporated Companies appointed as such for the time being in force in India.

“Auditor” means and includes those persons appointed as such for the time being of the

Company.

“The Board” or “The Board of Directors” means a meeting of the Directors duly called and

constituted or as the case may be the Directors assembled at the Board or the requisite

number of Directors entitled to pass circular resolution in accordance with those Articles.

“Capital” means the capital for the time being raised or authorized to be raised for the

purpose of the Company.

“The Company” or “This Company” means PEARL AGRICULTURE LIMITED.

“The Directors” means and includes the persons appointed as such for the time being of

the Company and includes any person occupying the position of Director by whatsoever

name called.

37

“Dividend” includes bonus.

“Executor” or “Administrator” means and includes the person who has obtained a probate

or letters of administration as the case may be from a competent court.

“Extra-Ordinary Meeting” means an Extra-Ordinary General Meeting of the members duly

called and constituted and any adjourned holding thereof.

“In Writing” and “Written” include printing, lithography and other modes of representing

or reproducing words in a visible form.

“Meeting” or “General Meeting” means meeting of members.

“Members” means a duly registered holder from time to time of the shares of the

Company.

“Month” means calendar month.

“The Office” means the registered office for the time being of the Company.

“Ordinary Resolution” and “Special Resolution” shall have the meanings assigned thereto

respectively by Section 189 of the Act.

“Paid up” means and includes credited as paid.

“Proxy” means an instrument whereby any person is authorized to vote for a member at a

General Meeting on poll.

“These Presents” means these Articles of Association as originally framed or altered from

time to time and includes the Memorandum where the context so requires.

“The Register” means the Register of Members to be kept pursuant to Section 150 of the

Act.

“Relative” has the meaning assigned to it by Section 6 of the Act.

“The Seal” means the Common Seal for the time being of the Company.

“Share” means a share in the Share Capital of the Company and includes stock, except

where a distinction between stock and shares is expressed or implied.

“Year” means the calendar year and “Financial Year” shall have the meaning assigned

thereto by Section 2 (17) of the Act.

Words importing persons include corporations.

38

Words importing the singular number include, where the context admits or requires, the

plural number and vice versa.

Words importing the masculine gender also include feminine gender.

Save as aforesaid, any words or expressions defined in the Act, shall, if not consistent with

the subject or context bear the same meaning in these Articles as in the Act.

CONSTITUTION

Table A to the Companies Act, to apply as notified

2. The regulations contained in Table A in Schedule I to the Companies Act, 1956 shall apply

to the Company save in so far they are expressly or impliedly excluded or varied by the

following regulations of the Company or any provisions of law.

SHARES

Share Capital

3. The Authorised share capital of the company shall be as stated in Clause V of the

Memorandum of Association of the Company.

The Company in General Meeting shall have the power to increase or reduce the share

capital from time to time in accordance with the regulations of the Company and the

legislative provisions for the time being in force in this behalf and also the power to divide

the Shares in the Capital for the time being into several classes and to attach thereto

respectively any preferential, qualified or special rights, privileges or conditions and to

vary, modify or abrogate the same in such manner as may be determined by or in

accordance with these regulations.

Method of Issuing Shares

4. The Shares in the Capital of the Company shall be under the control of the Directors who

may allot or otherwise dispose of the same or any of them to such persons (whether

already members or not) in such proportion and on such terms and conditions and either

at a premium or at a par or at a discount against payment in cash or kind and at such time

as they may from time to time think fit and proper, subject always to the provisions of

Articles 2 and 3 hereof. The Director may issue any Redeemable preference shares and

redeem the same when they so choose, subject always to the term of issue.

Only absolute ownership recognized

5. The Company shall not be bound to recognize or take notice of any interest or claim, in or

any shares other than the ownership of the registered holder for the time being, and the

Company shall be entitled to treat such ownership as absolute not withstanding any notice

to the contrary.

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Allotment of fully paid or partly paid shares by Directors for goods and services etc.

6. Subject to the provisions of the Act and these Articles, the Directors may allot and issue

shares in the capital of the Company as payment or part payment for any property

(including goodwill of any business) sold or transferred, goods or machinery supplied or

for service rendered to the Company in or about the formation or promotion of the

Company or the conduct of the business any shares which may also be allotted and be

issued, shall be deemed to be fully paid up or partly paid up shares as aforesaid.

Issue of Sweat Equity Shares

7. The Company may, if authorized by a Special Resolution passed in a general meeting, issue

equity shares, hereinafter referred to as “Sweat Equity Shares” to employees or directors

of the company at a discount or for consideration other than cash for providing know-how

or making available rights in the nature of intellectual property rights or for providing any

value additions, by whatever name called.

8. The allotment of sweat Equity Shares to each individual employee or director is subject to

the unanimous approval of the Board of Directors.

9. All the limitations, restrictions and provisions relating to equity shares shall be applicable

to Sweat Equity Shares.

Buy Back of Shares

10. The Company may purchase its own shares in accordance with the provisions of the Act

and the rules and regulations pursuant thereto.

Joint holders of shares

11. Where two or more persons are registered as the holders of any shares, the following

provisions shall apply :

(a) Any notice, shall be considered sufficiently given to all the joint members, if given to the

one, whose name stand first on the register in respect of shares held jointly.

(b) Any one of such joint holders may give effectual receipts and discharge for dividend or

other sum or benefit including any return of capital in respect of shares held jointly.

(c) Upon the death of a joint holder, the survivor or survivors shall be the only person or

persons recognised by the Company as having a title to or interest in the shares and the

Directors may require such proof to be given of the death as they shall think fit.

Nomination of Shares

12. Every shareholder of a company together with their joint shareholder (s), if any, may at

any time, nominate, in the manner prescribed in the Act or the rules made there under

from time to time, a person to whom his shares in the company shall vest in the event of

40

his death. Such a nomination may be varied or cancelled in the manner prescribed in the

Act or the rules made thereunder.

13. Nomination can be made by individual shareholders only. Non Individuals such as

Society, Trust, Body Corporate, Partnership Firm, Karta of Hindu Undivided Family can

neither nominate nor be a nominee.

14. Nomination stands rescinded upon transfer of shares.

Lien on Shares

15. The Company shall have in addition to the powers conferred by the provisions of Table A

in this respect, a first and paramount lien upon all the shares (whether partly paid or fully

paid) registered in the name of each member (whether solely or jointly with another or

others) and upon the proceeds of sale thereof for his debts, liabilities and engagements

solely or jointly with any other person to or with the Company whether the period for the

payment, fulfillment or discharge thereof shall have actually arrived or not.

Issue of Share Warrants

16. The Company may issue share warrants subject to and in accordance with the provisions

of section 114 and 115 and accordingly the Board may in its discretion, with respect to

any share which is fully paid-up, on application in writing signed by the person registered

as holder of the share, and authenticated by such evidence (if any) as the Board may, from

time to time, require as to the identity of the person signing the application, and on

receiving the certificate (if any) if the share, and the amount of the stamp duty on the

warrant and such fee as the Board may from time to time require, issue a share warrant.

17. The bearer of a share warrant may at any time deposit the warrant at the office of the

Company, and so long as the warrant remains so deposited. the depositor shall have the

same right of signing a requisition for calling a meeting of the company, and of attending

and voting and exercising the other privileges of a member at any meeting held after the

expiry of two clear days from the time of deposit, as if his name were inserted in the

register of members as the holder of the shares included in the deposited warrant. Not

more than one person shall be recognized as depositor of the share warrant. The company

shall on two days written notice, return the deposited share warrant to the depositor.

18. Subject as herein otherwise expressly provided, no person shall, as bearer of a share

warrant, sign a requisition for calling a meeting of the company or attend or vote or

exercise any other privileges of a member at a meeting of the company, or be entitled to

receive any notice from the company.

19. The bearer of the share warrant shall be entitled in all other respect to the same

privileges and advantages as if he were named in the register of members as the holder of

the shares included in the warrant, and he shall be a member of the company.

20. The board may from time to time make rules as to the terms on which (if it shall thinks

fit) a new share warrant or coupon may be issued by way of renewal in case of

defacement, loss or destruction .

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CALLS

Money due to shareholders from the company

21. Any money due from the Company to shareholders may without the consent of such

shareholder, be applied by the Company in or towards the payment of any money due

from him to the Company for call or otherwise.

ALTERATION OF CAPITAL

Alteration of Share Capital

22. The Company may by special resolution alter the conditions of the memorandum as

follows, that is to say, it may

(a) Increase its Share Capital by such amount as it thinks expedient by issuing new shares;

(b) Consolidate and divide all or any of its Share capital into shares of larger amount than

its existing shares;

(c) sub-divide shares or any of them, into shares of smaller amount than is fixed by the

Memorandum, and on sub-division attach preferential rights to some of the sub-

divided shares over others, so however that in sub-division the proportion between

the amount paid and the amount, if any, unpaid on each reduced share be the same as

it was in the case of the shares from which the reduced share is derived;

(d) Cancel shares which, at the date of the passing of the resolution in that behalf, have not

been taken or agreed to be taken by any person, and diminish the amount of its share

capital by the amount of the shares so cancelled.

TRANSFER AND TRANSMISSION OF SHARES

Restriction on transfer of shares

23. It is hereby provided that the right of members to transfer their shares shall be as per

provisions contained in Act.

Notice for refusal of transfer

24. If the Directors refuse to register the transfer of any share or transmission of any right

therein, they shall within 60 days from the date on which the instrument of share transfer

or the intimation of transmission was delivered to the Company, send notice of refusal to

the proposed transferee and the proposed transferor.

Directors’ power to refuse transfer

25. As per provisions applicable in the Act.

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Conditions for transfer

26. (i) The Directors may decline to recognize any instrument of transfer unless,

(a) the instrument of transfer is accompanied by the Certificate of the shares to which

it relates and such other evidence as the Directors may require to show the rights

of the transferor to make the transfer ,

(b) the instrument of transfer is in respect of only one class of shares,

(ii) The Directors may similarly decline to register any transmission of shares on any of

the grounds justifying a refusal to register a transfer.

Transmission

27. Any person becoming entitled to shares in consequence of the death, lunacy, bankruptcy

or insolvency of any member or by any lawful means other than by a transfer in

accordance with these presents, may with consent of Directors (which they shall not be

under any obligation to give,) upon producing such evidence that he proposes to act under

this Article or of his such shares or may subject to the regulations as to transfer herein

contained transfer such shares.

GENERAL MEETINGS

Notice for calling General Meeting

28. Any General Meeting may be called by giving to the member’s 21 days clear notice. A

shorter notice may be given if consented to by members of the company holding not less

than 95% of the paid up share capital of the company.

Quorum

29. Five members personally present shall be a quorum of any General Meeting of the

Company.

Voting Rights

30. On a show of hands every member present in person shall have one vote. On a poll every

member present in person or by proxy shall have one vote for each share held by him.

Appointment of Proxy

31. Provisions of Section 176 of the Companies Act, 1956 shall apply for appointment of

proxy. A proxy can vote only on a poll.

Entitlement to Vote

32. No member shall be entitled to vote at any General Meeting unless all calls and other

sums presently payable by him in respect of shares in the Company have been paid and no

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member shall exercise any voting rights in respect of any shares in regard to which the

Company has or has exercised any right of lien.

DIRECTORS

Number of Directors

33. Until otherwise determined by the Company in a General Meeting the number of

Directors shall not be less than three and not more than twelve.

First Directors

34. The first Directors of the Company are :

1. Mr. Krishan Khadaria

2. Mrs. Asha Khadaria

3. Mr. Manoj Bhatia

Qualification Shares

31. A Director need not hold any shares in the Capital of the Company to qualify him to act as

a Director of the Company.

Contracts in which directors are interested

32. Every director who is in any way interested or concerned in any contract including

contracts for lease, brokerage, commission etc. shall disclose his interest in the contract or

arrangement in the manner provided in Section 299 and other applicable provisions of the

Companies Act, 1956.

Appointment of Additional Director and filling up of casual vacancy

33. The Directors shall have power to appoint any person other than a person who has been

removed from the office of a Director of the Company to be a director of the Company so

long as the total number of Directors shall not any time exceed the maximum number

fixed. The Directors shall also power to fill up any casual vacancy in accordance with the

provisions of Section 262 of the Act at any meeting of the Board of Directors.

POWERS OF THE BOARD

General and Specific Powers of the Board

34. (a) A meeting of the Directors in which a quorum is present as laid down in Section 287 of

the Act shall be competent to exercise all or any of the authorities, powers and discretions

by or under the Articles of the Company and the Act for the time being vested in or

exercisable by the Directors.

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(b) The management and overall control of the business shall be vested with the Directors

who shall do all such acts and things as may be exercised or done by the Company are

not hereby or by law expressly directed or required to be exercised or done by the

Company in General Meeting but subject nevertheless to the provisions of any law and

of these presents, and to any regulations, not being inconsistent with these presents,

from time to time, made by the Company in the General Meeting, provided that no

regulation so made shall invalidate any prior act of the directors which would have

been valid if such regulation had not been made.

(c) The Powers of the Board in respect of matters specified in Section 292 shall be

exercised by the Directors only in a duly convened meeting of the Board.

Committee of Directors

35. The Directors may subject to compliance of the provisions of the Act, from time to time,

delegate any of their powers to the committees consisting of such member or members of

their body as they think fit, and may from time to time revoke delegation. Any committee

so formed shall in exercise of powers so delegated and subject to such conditions as may

be imposed by the Board shall be competent to perform the functions of the Board. The

meeting and proceedings of any such committee, if consisting of two or more members,

shall be governed by the provisions for regulating the meetings and proceedings of the

Directors so far as the same are applicable thereto and are not superceded by any

regulation made by the Directors under this Article.

Resolution by Circulation

36. A resolution may be passed by the Board by circulation in accordance with the provisions

of Section 289 of the Act.

Delegation of Authority

37. (a) Without prejudice to the general powers conferred by the preceding Articles, the

Directors may, from time to time, subject to the restrictions contained in the Act,

delegate to any of the Directors, Managing Director (s), Whole Time Director (s)

employees or other persons including any firm or body corporate, any of the powers,

authorities, and discretion for the time being vested in the Directors.

(b) All deeds, agreements and all cheques, promissory notes, drafts, hundies, bills of

exchange and other negotiable instruments and all receipts for moneys paid to the

Company, shall be signed, drawn, accepted or endorsed or otherwise executed, as the

case may be, by such persons (including any firms or body corporate) whether in the

employment of the Company or not in such manner as the Directors shall, from time to

time determine.

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Declaration of Dividend

38. The Board of Directors or any General Meeting sanctioning or declaring a dividend in

terms of these articles may direct payment of such dividend wholly or in part, by the

distribution of :

(a) Partly or fully paid up shares,

(b) Debentures or debenture stock,

(c) Any specific assets or property of the Company or in any one or more of such ways and

the Directors shall give effect to such direction but where any difficulty arises in regard to

the distribution they may settle the same as they think expedient.

MEETING OF THE BOARD OF DIRECTORS

Proceedings at Board Meetings

39. The meetings and proceedings of any committee consisting of two or more members of

the Board shall be governed by the provisions herein contained for regulating the

meetings and proceedings of the Directors so far as the same are applicable thereto and

are not superceded by any regulations made by the Board.

Appointment of Manager

40. The Company may appoint any individual as the manager of the Company and may entrust

to him the general management of business of the Company subject to the

superintendence, control and direction of the Board of Directors. Subject to the terms and

conditions of agreement between them and the Company and subject to the provisions of

law applicable to private companies the manager shall exercise all the power of and do all

such acts, deeds and things as may be necessary for the conduct and management of the

Company and shall be paid such remuneration as may be agreed to between them and the

company in accordance with the provisions of law.

MANAGING DIRECTORS

Appointment of Managing Director and Whole time Directors

41. The Board of Directors may from time to time by resolution, appoint one or more of the

directors to be the Managing Director or whole time Director(s) of the Company either for

a fixed term or without any limitation as to the period for which he or they is or are to

hold such office and may from time to time subject, to the provisions of any contract

between him or them office and appoint another or others in his or their place or places.

46

Office of the Managing Director and whole time Director(s)

42. Subject to the provisions of any contract between him and the Company, the Managing

Director or the whole time Director shall be subject to the same provisions as to rotation,

resignation and removal as the other Directors, of the Company, and he shall ipso facto

immediately, cease to be a Managing Director or whole time Director if he ceases to hold

office of director from any cause.

Powers and Duties of Managing Director and whole time Director(s)

43. Subject to the provisions of law applicable to public companies, the Directors may from

time to time entrust to and confer upon the Managing Director and/or whole time

Directors for the time being such of the powers exercisable under these presents or other

provisions of law by the Directors as they may think fit and confer such powers for such

time and to be exercised for such objects and purposes and upon such terms and

conditions and with such restrictions as they may think expedient and they may confer

such powers, either collaterally with, or to the exclusion of and in substitution for all or

any of the powers of the Directors in that behalf as from to time revoke, withdraw, alter or

vary all or any of such powers.

Remuneration to Directors

44. The Managing Director or the whole time director or any other Director shall be entitled to

receive such remuneration as such Managing Director or whole time Director or such

other Director for managing the affairs of the Company as may be fixed by the Board from

time to time which may be by way of salary, bonus, commission, pension, perquisites,

allowances and benefits of participation in profits or by way of any or all of such modes

and such remuneration shall be in addition to the fees and traveling allowances payable to

all the Directors of the Company for attending the Board of Committee Meetings. He may

also be given provident fund and other benefits, gratuity, pension or any retirement

benefits or pension or compensation for the loss of office as may be decided by the Board.

Fees to Directors

45. Every Director shall be paid out of the funds of the Company such sum not exceeding the

limits prescribed by the Act, as the Directors may from time to time determine for

attending every meeting of the Board or any committee of the Board.

Special Remuneration to Directors

46. If any Director, being willing, shall be called upon to perform extra services which

expression shall include work done by a Director as a member of any Committee formed

by the Directors or to make any special exertions in going or residing abroad, or otherwise

for any of the purposes of the Company, the Board may resolve to remunerate such

Director either by a fixed sum or by percentage of profits or otherwise as may be

determined by the Directors and such remuneration may be in addition to the

remuneration above provided.

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Traveling Allowance to Directors

47. In addition to the remuneration payable to them in pursuance of the aforesaid articles, the

Directors may be paid return fare, hotel and other expenses incurred by them and any

halting allowances as may be determined by the Board for the purpose of attending and

returning from meetings of the Board of Directors or any Committee thereof any General

Meetings of the Company or in connection with the business of the Company.

LOANS AND DEBENTURES

Powers to Accept Deposits

48. Subject to the provisions of the Act and of these Articles, the Board, may from time to time

as its discretion, accept deposits from Members (either in advance of calls or otherwise),

and from other persons, subject to the stipulations in these presents and generally raise or

borrow from the Directors or from elsewhere and secure payment of any sum or sums of

money for the purposes of the Company.

Borrowing Powers

49. Subject to the provisions of the Act and these Articles, the Board may borrow, raise and

secure the repayment of such sum or sums in such manner and upon such terms and

conditions in all respects as it thinks fit and in particular by the issue of bonds, notes,

convertible or non-convertible, perpetual or redeemable debentures, or debenture stock

or any mortgages, charge, hypothecation, pledge, lien or other security on the undertaking

of the whole or any part of the property of the Company (both present and future)

including its uncalled capital for the time being.

Issue of Debentures

50. Any debentures, debenture-stock, bonds and other securities may be issued at a discount,

premium or otherwise and with any special privileges as to redemption, surrender,

drawings, allotment of shares, or conversion, appointment of Directors and otherwise,

Debentures, debenture-stock, bonds and other securities may be assignable free from any

equity between the Company and the person to whom the same may be issued.

Guarantee by Directors

51. The directors or any of them may guarantee the whole or any part of the loans or debts

raised or incurred on behalf of the Company or any interest payable thereon and shall be

entitled to receive such payments consideration for the giving of such guarantee as may be

determined by the Directors with power to them to indemnify the guarantors from or

against liability under their guarantees, by means of mortgage or charge on the

undertaking of the Company or upon any of its property or assets or otherwise. If the

Directors or any of them or any other person, shall become personally liable for the

payment of any sum primarily due from the Company the Directors may execute or cause

to be executed any mortgage, charge or security, over or affecting the whole or any part of

the assets of the Company by way of indemnity to secure the Directors or persons so

becoming liable as aforesaid from any loss in respect of such liability.

48

INDEMNITY

Right of Indemnity to Directors and other officers

52. Subject to the provisions of Section 201 of the Act every, Secretary and other officer or

employee of the Company shall be indemnified against and it shall be the duty of the

Directors to pay out of the funds of the Company all costs, losses and expenses (including

traveling expenses) which any such Directors, or Secretary or other officer or employee

may incur or become liable to by reason of any contract entered into or any in the

discharge of his or their duties and in particular, and so as not to limit the generality of the

foregoing provisions against all liabilities incurred by him or them as such Director,

Secretary, Officer or employees in defending any proceedings whether civil or criminal, in

which judgment is given in his or their favour or he or they are acquitted or in

connection with any application under Section 633 of the Act in which relief is granted by

the Court and the amount for which such indemnity is provided shall immediately attach

as a lien on the property of the Company and priority as between the members over all

other claims.

Liability of Directors, Auditors, or other officers restricted.

53. Subject to the provisions of the Act and so far as such provision permit, no Director,

Auditor or other Officer of the Company shall be liable for acts, receipts, neglects or

defaults of any other Director, or Officer, or for joining, in any receipt or at for conformity,

or for any loss or expense happening to the Company, through the insufficiency or

deficiency of title to any property acquired by order of the Directors for or on behalf of the

Company or for the insufficiency or deficiency of any security in or upon which any of the

moneys of the Company shall be invested, or for any loss occasioned by any error of

judgement, omission, default or oversight on his part, or for any loss, damage or

misfortune whatever which shall happen in the execution of the duties or his office or in

relation thereto, unless the same happens through his own dishonesty.

Capitalization of Reserves

54. Board may resolve that any moneys, investment, or other assets forming part of the

undivided profits of the Company standing to the credit of the Reserves, or any Capital

Redemption Reserves account or the Share Premium Account be capitalized and

distributed amongst such of the shareholders as would be entitled to receive the same if

distributed by way of dividend in the same proportions on the footing that they become

entitled thereto as capital and that all or any of such capitalized fund be applied on behalf

of such shareholders in paying up in full any unissued shares, debentures or debenture-

stock of the Company which shall be distributed accordingly or in or towards payment of

uncalled liability on any issued shares, and that such distribution or payment shall be

accepted by such shareholders in full satisfaction of their interest in the said capitalized

sum. Provided that any sum standing to the credit of a Share Premium Account or Capital

49

Redemption Reserve Account may, for the purposes of this article only, be applied in the

paying up of unissued to be issued to members of the Company as fully paid bonus shares.

SEAL

Common Seal

55. The Board of Directors shall provide for the safe custody of the seal which shall not be

affixed on any instrument except by the authority of a resolution of the Board or of a

committee of the Board authorised in that behalf and except in the presence of at least one

Director who shall sign every document to which the seal of the Company is so affixed.

Authentication of Documents

56. Save as otherwise expressly provided by the Act a document or proceedings requiring

authentication by the Company may be signed by a Director or the Manager or the

Secretary or other authorized officer of the Company and need not be under its Common

Seal.

SECRECY

Secrecy Clause

57. Every Director, manager, auditor, treasurer, trustee, member or committee, officer,

servant, agent, accountant, or other person employed in the business of the Company

shall, if so required by the Board before entering upon the duties, sign a declaration

pledging himself to observe a strict secrecy respecting all transactions and affairs of the

Company with its customers and the state of the account with individuals and in matters

relating hereto, and shall by such declaration pledge himself not to reveal any of the

matters which may come to his knowledge on the discharge of his duties except which

required so to do by the Board or bye-laws or by the person to whom such matters relate

and except so far as may be necessary in order to comply with any of the provisions

contained in these presents.

Permission of Directors

58. Subject to the provisions of Act no member shall be entitled to visit or inspect any works

of the Company without the permission of the Directors, Manager or Secretary or to

require discovery of or any information respecting any detail or of the Company’s

business or trading, or any other matter which is or may be in the nature of trade secret,

mystery of trade or secret process or which may relate to the conduct of the business of

the company and which in the opinion of the Directors will be inexpedient in the interest

of the members of the Company to communicate to the public.

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WINDING UP

Distribution of assets

59. (a) Subject to the provisions of the Act, if the Company shall be wound up whether

voluntarily or otherwise the liquidator may with the sanction of a Special Resolution

divide among the contributories in specie or in kind, any part of the assets of the

Company and any with the like sanction vest any part of the assets of the Company in

Trustee upon such Trusts of the benefit of the contributories or any of them as

liquidators, with the like sanction, shall deem fit.

(b) If thought expedient, any such division may be otherwise than in accordance with the

legal rights of the contributories (except where unalterably fixed by the Memorandum

of Association) and in particular any class may be given ( subject to the provisions of

the Act), preferential or special rights or may be excluded altogether or in part, but in

case any division otherwise than in accordance with the legal rights of the

contributors shall be determined any contributory who would be prejudiced thereby

shall have the right, to dissent if such right be given by the Act.

(c) In case of the shares to be divided as aforesaid, involve a liability to calls or otherwise,

any person entitled under such division to any of the said shares may, within ten days

after the passing of the Resolution by notice in writing direct the liquidator to sell his

proportion and pay him the net proceeds, and the liquidator shall, if practicable act

accordingly.

Surplus assets to be distributed

60. If the Company shall be wound up and the surplus assets shall be more than sufficient to

repay the whole of the paid up capital, the excess shall be distributed among the members

in proportion to the capital paid up, or which ought to have been paid up on the Equity

Shares held by them respectively at the commencement of the winding up, but these

clauses is to be without prejudice to the rights of the holders of shares issued upon special

conditions.

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SECTION IX- OTHER INFORMATION

MATERIAL DOCUMENTS FOR INSPECTION

Following documents have been delivered to the Stock Exchange along with this

Information Memorandum.

1. Listing Agreement

2. Letter of Application duly completed along with Distribution Schedule.

3. Certified true copy of the Board Resolution in which new shares were allotted.

4. List of allottees together with their address and category in CD.

5. Shareholding pattern as per Clause 35 of Listing Agreement.

6. Shareholding pattern of the listed transferor company as on record date.

7. Copy of Form No. 21 filed by the Company with Registrar of Companies, Maharashtra at

Mumbai, along with the order of the High Court of the Scheme.

8. Form 2 & Form 5 filed with ROC in respect of shares allotted pursuant to the scheme of

arrangement.

9. Brief particulars of the transferee/ resulting company and transferor/ demerged company

as per the format enclosed as Annexure I & II.

10. Confirmation by the Managing Director/ Company Secretary as per format enclosed as

Annexure III.

11. Details of each of the Board of Directors of the company as per the format enclosed as

Annexure IV. [Soft copy of the form can be downloaded from www.bseindia.com under the

link for Clause49 Forms].

12. Processing fee (non-refundable) payable will be Rs.1, 00,000/- plus Service Tax as

applicable. Favoring ‘BSE Limited’.

13. Initial Listing Fee of Rs.20,000/- and Annual Listing Fee as per the Schedule of Listing Fee

along with Service Tax as applicable, favoring ‘Favoring ‘BSE Limited’.

14. A copy of the circular sent to the shareholders intimating allotment of new shares issued

pursuant to the scheme.

15. Detail about treatment of fraction shares if any arises on account of the Exchange Ratio.

16. Three specimen of share certificates after affixing company’s common seal on it.

17. Copy of ‘no-objection’ letters obtained for the scheme of amalgamation/ arrangement,

from Exchanges where company’s securities are listed.

18. Copy of the Notice sent by the transferor and transferee companies to the shareholders/

creditors for getting Scheme approved by their shareholders/creditors.

19. Certified true copy of High Court Order received by both the companies along with the

Scheme of Demerger.

a) Anything stated therein regarding listing, dividend entitlement, allotment of shares of

Transferee Company, ratio of exchange of shares, mode of Exchange of shares, cancellation

of shares due to cross holdings in each other & such relevant matters concerning listing

should be underlined.

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20. Names of the Board of Directors, promoters and its associate companies.

21. Compliance report in respect of the requirements for considering application for listing, as

per the SEBI circular no. SEBI/CFD/SCRR/01/2009/03/09 dated September 3, 2009, as per

the format enclosed as Annexure VII.

22. Certified true copy of the resolution passed by the Board of Directors nominating Bombay

Stock Exchange Limited as a designated Stock Exchange for referring their application to SEBI

as required in the SEBI circular no. SEBI/CFD/SCRR/01/2009/03/09 dated September 3,

2009.

23. Networth certificate (excluding Revaluation Reserve) together with related workings of

the company pre and post Scheme of Amalgamation / Arrangement.

24. As per SEBI Circular No. SMDRP/POLICY/CIR-03/01 dated the 22nd January, 2001, all the

entities seeking listing for the first time are required to comply with the provisions of

Corporate Governance at the time of listing. Accordingly, the company is required to submit

the compliance report on Corporate Governance as required under Clause 49 of the Listing

Agreement in the format enclosed as Annexure VIII.

25. Compositions of various committees such as Audit Committee, Shareholders/Investors

Grievance Committee etc. set up by the company in compliance with Clause 49 of the Listing

Agreement.

26. MOU signed with RTA.

27. Memorandum and Articles of Association of the Company.

28. Latest Annual Reports of the company.

53

DECLARATION

All the relevant provisions of the Companies Act, 1956, and the Guidelines issued by the

Government of India or the Regulations issued by the Securities and Exchange Board of India,

established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the

case may be, have been complied with and no statement made in this Information

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

Exchange Board of India Act, 1992 or rules or Regulations made there under or guidelines

issued, as the case may be. We further certify that all the disclosures made in this Information

Memorandum are true and correct.

SIGNED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY

(MANOJ BHATIA)

DIRECTOR