Information Memorandum Dated: March 04, 2016 JECO EXPORTS ...€¦ · 1 Information Memorandum . Dated: March 04, 2016 . JECO EXPORTS AND FINANCE LIMITED (Corporate Identity Number:

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Information Memorandum Dated: March 04, 2016

JECO EXPORTS AND FINANCE LIMITED (Corporate Identity Number: L51109WB1982PLC035005)

Our Company was incorporated under the Companies Act, 1956 as “Jeco Exports Limited pursuant to a certificate of incorporation date 23rd day of June,1982 issued by the Registrar of Companies, West Bengal. Subsequently, the name of our Company was changed to ‘Jeco Exports and Finance Limited vide fresh certificate of incorporation dated 20th day of September, 1993 issued by the Registrar of Companies, West Bengal.

Registered Office: Raja Road, P.O. Sukchar 24 Paraganas(N), Kolkata-700115, WEST BENGAL

Tel No. 033-25533160/ 25232443 E-mail: [email protected] Website: www.jecoexports.com

Contact Person: Barkha Jain , Company Secretary and Compliance Officer

INFORMATION MEMORANDUM FOR LISTING 14,82,000 EQUITY SHARES OF RS.10/-EACH FULLY PAID UP

PROMOTERS OF THE COMPANY-Mr Madhab Prasad Jhunjhunwala(HUF), Mrs. Moulshree Jhunjhunwala, Mr. Rishik Jhunjhunwala , Mr. Shivanshu Jhunjhunwala Mrs. Sita Devi Jhunjhunwala , Vikram Jhunjhunwala(HUF), Mr. Vikram Jhunjhunwala ABSOLUTE RESPONSIBILITY OF JECO EXPORTS AND FINANCE LIMITED

Jeco Exports And Finance Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Document contains all information with regard to the Company, which is material, that the information contained in this Information Document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Document 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 are proposed to be listed on the Metropolitan Stock Exchange of India Limited as per secondary listing norms.

http://www.jecoexports.com/

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TABLE OF CONTENTS

1. DEFINATION AND ABBREVIATIONS 3

2. GENERAL 5

Industry And Market Data

Forward Looking Statements

3. BUSINESS ACTIVITY 6

4. GENERAL INFORMATION 7

5. CAPITAL STRUCTURE 8

6. ABOUT THE COMPANY 18

Our History and certain Corporate Matters

Our Management

Our Promoters

7. FINANCIAL INFORMATION 26

8. OUTSATANDING LITIGATION 45

9. OTHER REGULATORY AND STATUTORY DISCLOSURES 47

10. PURPOSE OF LISTING 49

11. OTHER INFORMATION 50

Material Contracts And Document For Inspection

15 DECLARATION 51

3

DEFINITIONS AND ABBREVIATIONS

In the Information Memorandum, unless the context otherwise requires, the terms defined and abbreviations stated hereunder shall have the meanings as assigned therewith as stated in this Section. GENERAL TERMS

Term Description

“JECO Exports and Finance Limited”, “JEFL”, “We” or “us” or “our Company”

Unless the context otherwise requires, refers to Jeco Exports and Finance Limited a Company incorporated under the Companies Act, 1956 vide a certificate of incorporation issued by the Registrar of Companies, West Bengal

Company Related Terms

“The Company” or “JEFL” or “JECO” or “we” or “us” or “our”

Jeco Exports and Finance Limited, having its registered Office at Raja Road, P.O. Sukchar 24 Paraganas(N), Kolkata-700115, WEST BENGAL

AOA/Articles/Articles of Association Article of Association of the Company, as amended from time to time,

unless the context otherwise specifies. Auditors / Statutory Auditors The Statutory Auditors of the Company, Khetawat & Co

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

CSE The Calcutta Stock Exchange Limited

Director(s) The director(s) of the Company, unless otherwise specified. Equity Shares Equity shares of the Company of face value of Rs. 10 each fully paid

up, unless otherwise specified in the context thereof.

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

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

Memorandum/ Memorandum of

/

The Memorandum and Articles of Association of Jeco Exports and Finance Ltd as amended from time to time.

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

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

Registered Office The Registered Office of the Company is at Raja Road, P.O. Sukchar 24 Paraganas(N), Kolkata-700115, WEST BENGAL

Registrar/ Registrar & Share Transfer Agent/RTA

The Registrar & Share Transfer Agent of the Company is Niche Technologies Private Limited

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Other Terms

Terms Description

Bankers to our Company Indian Overseas Bank

Depository A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996

Depository Participant A Depository Participant as defined under the Depositories Act, 1996

Listing Agreement Unless the context specifies otherwise, this means the Equity Listing Agreement to be signed between our company and the Stock Exchange where it is listed..

Technical Terms

Terms Description

GDP Gross Domestic Product

FDI Foreign Direct Investment

GOI Government of India

RONW Return on Net Worth

PAT Profit After Tax

PAN Permanent Account Number

SCRA Securities Contract (Regulation) Act, 1956, as amended from time to time

CIN Corporate Identification Number

CDSL Central Depository Services (India) Limited

DIN Director Identification Number

DIN Depository Participant

NAV Net Asset Value

NRE Account Non Resident External Account

NRIs Non Resident Indians

NRO Account Non Resident Ordinary Account

NSDL National Securities Depository Limited

P/E Ratio Price/Earnings Ratio

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GENERAL Certain Conventions Unless otherwise specified or the context otherwise requires, all references to “India” in this Information Memorandum are to the Republic of India, together with its territories and possessions. Unless the context otherwise requires, all references to the "Company", "we", "us "and "our" refers to JECO EXPORTS AND FINANCE LIMITED. Currency of Presentation All references to “Rupees” or “INR” are to Indian Rupees, the official currency of the Republic of India. Industry and Market Data Unless stated otherwise, industry data and the market data used throughout this Information Memorandum have been obtained from industry publications, websites and other authenticated published data. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although, the Company believes that industry data used in this Information Memorandum is reliable, it has not been independently verified. Similarly, internal company reports, while believed by us to be reliable, have not been verified by any independent sources. The extent to which the market and industry data used in this Information Memorandum is meaningful depends on the readers familiarity with the understanding of the methodologies used in compiling such data. There are no standard valuation methodologies or accounting policies in the said industry in India and methodologies and assumptions may vary widely among different industry sources. Forward –Looking Statements

Statements included in this Information Memorandum which contain words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “ should”, “will pursue” and similar expression or variations of such expressions, that are “forward-looking statements”. All forward looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others: -

General economic and business conditions in India and other countries. Our ability to successfully implement our strategy, our growth and expansion plans and technological

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

interest rates, foreign exchange rates, equity prices or other rates or prices. The performance of the financial markets in India and globally, changes in domestic and foreign laws,

regulations and taxes and changes in competition in our industry. Changes in the value of the Rupee and other currencies. Changes in pricing policies or those of the competitors. The occurrence of natural disasters or calamities. Change in political and social conditions in India. The ability to retain the existing clients and acquire new clients

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BUSINESS ACTIVITY

Our Company was incorporated under the Companies Act, 1956 as “Jeco Exports Limited as a public limited company pursuant to a certificate of incorporation dated 23rd June , 1982 issued by the Registrar of Companies, West Bengal., Kolkata. We received the certificate for commencement of business on August 14, 1982. Subsequently, the name of our Company was changed to ‘Jeco Exports and Finance Ltd ’ vide fresh certificate of incorporation dated 21st September 1993 issued by the Registrar of Companies, West Bengal, Kolkata. We are currently engaged in the business of investments and dealing in shares and securities, lending and trading in Alluminium products.

Location We operate from the following premises:

Type of Facility Location Registered Office Raja Road, P.O. Sukchar 24 Paraganas(N),

Kolkata-700115, WEST BENGAL

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GENERAL INFORMATION CORPORATE IDENTIFICATION NUMBER

CORPORATE IDENTIFICATION NUMBER (CIN) L51109WB1982PLC035005

REGISTERED OFFICE OF THE COMPANY Raja Road, P.O. Sukchar 24 Paraganas(N), Kolkata-700115, WEST BENGAL

TELEPHONE 033-25533160/ 25232443

EMAIL-ID [email protected]

WEBSITE www.jecoexports.com

REGISTRAR OF COMPANIES

NIZAM PALACE 2nd MSO BUILDING 2nd FLOOR, 234/4, A.J.C.B. ROAD KOLKATA - 700020

PHONE 033-22473156, 22473404 FAX 033-22473795

COMPANY SECRETARY AND COMPLIANCE OFFICER Mrs. BARKHA JAIN

Board Of Directors

Name Of The Directors

Designation and Category

DIN Address

MOUL SHREE JHUNJHUNWALA

MANAGING DIRECTOR

00185781

9, PRETORIA STREET, MIDDLETON ROW, KOLKATA, 700071, WEST BENGAL, INDIA

DINESH KUMAR PANDEY

NON EXECUTIVE/ INDEPENDENT

01676842

5 NANDA GHOSH ROAD, HOWRAH, HOWRAH, 711101, WEST BENGAL, INDIA

LAXMI KANT PARWA

NON EXECUTIVE / INDEPENDENT DIRECTOR

03533525 174, RAMKRISHNAPUR LANE, 30, SHIBPUR, HOWRAH, 711102, WEST BENGAL, INDIA

MAHESH KUMAR JUNJHUNWALA

NON EXECUTIVE/INDEPENDENT

07357662

3/3,RAMLAL MUKHERJEE LANE, GOLABARI, HOWRAH, 711106, WEST BENGAL, INDIA

Statutory Auditors M/s Khetawat & Co. 9, Lal Bazar Street , 1st Floor (Block ‘D’) Kolkata : 700001 Phone No : 22488089/5236 E-mail:. [email protected]

Registrar to the Company NICHE TECHNOLOGIES PRIVATE LIMITED D-511, BAGREE MARKET, 5TH FLOOR 71, B.R.B.BASU. ROAD KOLKATA Phone: 2235-7270/ 7271 Fax : 2215-6823 E-mail : [email protected] Website: www.nichetechpl.com

http://www.nichetechpl.com/

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CAPITAL STRUCTURE

Share Capital Particulars Amt. in Rupees

Present Authorised Capital 15,00,000 Equity Shares of Rs. 10/- Each

1,50,00,000

Present Issued, Subscribed and Paid Up Capital 14,82,000 Equity Shares of Rs. 10/- Each Fully Paid Up

1,48,20,000

Issued, Subscribed and Paid up Share Capital Built up

year of Allotment / year of Fully Paid Up

No. of Equity Shares allotted

Cumulative No. of Equity Shares

Face Value (Rs.)

Issue Price (Rs)

Nature of Issue and Category of Allottees

Shares issued for cash, Consideration other than cash

1982 700 700 10 10 Subscriber of MOA

Cash

1983 9,87,300 9,88,000 10 10 Public Issue Cash

1994 4,94,000 14,82,000 10 10 Right Issue Cash

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

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SHAREHOLDING PATTERN AS ON 4TH MARCH 2016

Format of holding of specified securities

1 Name of Listed Entity : JECO EXPORTS & FINANCE LTD. 2 Scrip Code/Name of Scrip/Class of Security : 3 Share Holding Pattern Filed under: Reg. 31(1) ( b ) : As On 04/03/2016 4 Declaration:

Particulars Yes No

1 Whether the Listed Entity has issued any partly paid up shares NO

2 Whether the Listed Entity has issued any Convertible Securities or Warrants? NO

3 Whether the Listed Entity has any shares against which depository receipt are issued? NO

4 Whether the Listed Entity has any shares in locked-in? NO

5 Whether any shares held by promoters are pledge or otherwise encumbered? NO

5 The tabular format for disclosure of holding of specified securities is as follows:-

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Table I - Summary Statement holding of specified securities

Category (I)

Category of shareholder (II)

Nos. of shareholders (III)

No. of fully paid-up equity shares held (IV)

No. of partly paid-up equity shares held (V)

No. of shares underlying Depository Receipt (VI)

Total nos. shares held (VII) = (IV)+(V)+(VI)

Shareholding as a % of total no. of shares (calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)

Number of Voting Rights held in each class of securities (IX)

No. of Shares Underlying convertible securities (Including Warrants) (X)

Shareholding as a % assuming full conversion of convertible securities (as a percentage of diluted share capital) (XI)=(VII)+(X) as a % of (A+B+C)

Number of Locked in shares (XII)

Number of Shares pledged or otherwise encumbered (XIiI)

Number of equity shares held in dematerialized form (XIV)

No. of Voting Rights Total

as a % of (A+B+C)

No. (a)

As a % of total Shares held (b)

No. (a)


Class eg:x Class eg:y

Total

(A) Promoter & Promoter Group

7 771400 0 0 771400 52.05 771400 0 771400 52.05 0 52.05 0 0 0 0 771400

(B) Public 598 710600 0 0 710600 47.95 710600 0 710600 47.95 0 47.95 0 0 0 0 653000

(C) Non Promoter - Non Public

(C1)

Shares underlying DRs

(C2)

Shares held by Employee Trusts

TOTAL 605 1482000 0 1482000 100 1482000 0 1482000 100 0 100 0 0 0 0 1424400

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Table II - Statement showing shareholding pattern of the Promoter and Promoter Group

Category & Name of shareholders (I)

PAN (II)




Nos. of shares underlying Depository Receipt (VI)


Shareholding % calculated as per SCRR, 1957 As a % of (A+B+C2) (VIII)


No. of Shares Underlying Outstanding convertible securities (Including Warrants) (X)

Shareholding as a % assuming full conversion of convertible securities (as a percentage of diluted share capital) (XI)= (VII)+(X) as a % of (A+B+C)




No. of Voting Rights Total as a % of Total Voting rights

No. (a)


No. (a)


Class x

Class y

Total

(1) Indian 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(a) Individuals/Hindu undivided Family

7 771400 0 0 771400 52.05 771400 0 771400 52.05 0 52.05 0 0 0 0 771400

MADHAB PRASAD JHUNJHUNWALA

AACHM8965Q 0 55600 0 0 55600 3.75 55600 0 55600 3.75 0 3.75 0 0 0 0 55600

MOULSHREE JHUNJHUNWALA

ACQPJ6330E 0 145800 0 0 145800 9.83 145800 0 145800 9.83 0 9.83 0 0 0 0 145800

RISHIK JHUNJHUNWALA

AHOPJ3470C 0 130000 0 0 130000 8.77 130000 0 130000 8.77 0 8.77 0 0 0 0 130000

SHIVANSHU JHUNJHUNWALA

AHOPJ3469P 0 139100 0 0 139100 9.38 139100 0 139100 9.38 0 9.38 0 0 0 0 139100

SITA DEVI JHUNJHUNWALA

ACYPJ1479N 0 134500 0 0 134500 9.07 134500 0 134500 9.07 0 9.07 0 0 0 0 134500

VIKRAM JHUNJHUNWALA

ACYPJ1478P 0 104400 0 0 104400 7.04 104400 0 104400 7.04 0 7.04 0 0 0 0 104400

VIKRAM JHUNJHUNWALA

AABHV3792F 0 62000 0 0 62000 4.18 62000 0 62000 4.18 0 4.18 0 0 0 0 62000

(b) Central Government/State

0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

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Government(s)

(c) Financial Institutions/Banks

0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(d) Any Other 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

Bodies Corporate 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

Trusts 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

Clearing Members 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

Sub-Total (A)(1) 7 771400 0 0 771400 52.05 771400 0 771400 52.05 0 52.05 0 0 0 0 771400

(2) Foreign 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(a) Individuals (Non-Resident Individuals/Foreign Individuals)

0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(b) Government 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(c) Institutions 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(d) Foreign Portfolio Investor

0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(e) Any Other 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

OCBs 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

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

Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)

7 771400 0 0 771400 52.05 771400 0 771400 52.05 0 52.05 0 0 0 0 771400

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Table III - Statement showing shareholding pattern of the Public shareholder

Category & Name

of shareholders (I)

PAN (II)














No. (a)


No. (a)


Class x

Class y

Total

(1) Institutions 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(a) Mutual Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(b) Venture Capital Funds

0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(c) Alternate Investment Funds

0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(d) Foreign Venture Capital Investors

0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(e) Foreign Portfolio Investors

0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(f) Financial Institutions/Banks

0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(g) Insurance Companies

0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

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(h) Provident Funds/Pension Funds

0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(i) Any Other 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

Foreign Institutional Investors

0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

QFI - Corporate 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

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

(2) Central Government/State Government(s)/President of India

0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

Sub-Total (B)(2) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(3) Non-Institutions 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(a) Individuals 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

i) Individual shareholders holding nominal share capital up to Rs.2 Lakhs.

590 47400 0 0 47400 3.20 47400 0 47400 3.20 0 3.20 0 0 0 0 0

ii) Individual shareholders holding nominal share capital in excess of Rs.2 Lakhs.

2 196900 0 0 196900 13.29 196900 0 196900 13.29 0 13.29 0 0 0 0 196900

SATYAM MOHATTA

AFCPM0615A

0 124900 0 0 124900 8.43 124900 0 124900 8.43 0 8.43 0 0 0 0 124900

VIJAY KUMAR MOHATTA

ADUPM7990A

0 72000 0 0 72000 4.86 72000 0 72000 4.86 0 4.86 0 0 0 0 72000

(b) NBFCs registered with RBI

0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(c) Employee Trusts 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

(d) Overseas Depositors (holding DRs)(balancing figure)

0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

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(e) Any Other 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

Bodies Corporate 6 466300 0 0 466300 31.46 466300 0 466300 31.46 0 31.46 0 0 0 0 456100

ATASH PROPERTIES & FINANCE (P) LTD

AAECA3080F

0 95200 0 0 95200 6.42 95200 0 95200 6.42 0 6.42 0 0 0 0 95200

PARAMSUKH PROPERTIES (P) LTD

AABCP9050D

0 289500 0 0 289500 19.53 289500 0 289500 19.53 0 19.53 0 0 0 0 289500

VINTAGE SECURITIES LIMITED

AAACV7747A

0 71400 0 0 71400 4.82 71400 0 71400 4.82 0 4.82 0 0 0 0 71400

QFI - Individual 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

NRI / OCBs 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

Trusts 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

Clearing Memebers

0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0

Sub-Total (B)(3) 598 710600 0 0 710600 47.95 710600 0 710600 47.95 0 47.95 0 0 0 0 653000

Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)

598 710600 0 0 710600 47.95 710600 0 710600 47.95 0 47.95 0 0 0 0 653000

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Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public shareholder

Category & Name of shareholders (I)

PAN (II)














No. (a)


No. (a)


Class x

Class y

Total

(1) Custodian.DR Holder

(2) Employee Benefit Trust (under SEBI (share based Employee Benefit) Regulations, 2014

Total Non-Promoter - Non-Public Shareholding (C)=(C)(1)+(C)+(2)

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LIST OF TOP TEN SHAREHOLDERS AS ON THE DATE OF INFORMATION MEMORANDUM

NAME NO. OF SHARES % OF TOTAL SHAREHOLDING

PARAMSUKH PROPERTIES (P) LTD 289500 19.53

MOULSHREE JHUNJHUNWALA 145800 9.83

SHIVANSHU JHUNJHUNWALA 139100 9.39

SITA DEVI JHUNJHUNWALA 134500 9.07

RISHIK JHUNJHUNWALA 130000 8.77

SATYAM MOHATTA 124900 8.43 VIKRAM JHUNJHUNWALA

104400 7.04 ATASH PROPERTIES & FINANCE (P) LTD

95200 6.42 VIJAY KUMAR MOHATTA

72000 4.86 VINTAGE SECURITIES LIMITED

71400 4.82 Disclosures:

1. The Company has not entered into any agreements (including agreements for technical advice and collaboration), concessions and similar other documents (except those entered into in the ordinary course of business carried on or intended to be carried on by the company).

2. No commission, brokerage, discount or other special terms including an option for the issue of any kind of securities has been granted to any person.

3. There are no outstanding warrants which are pending for conversion

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ABOUT THE COMPANY

History and Corporate Structure Our Company was incorporated under the Companies Act, 1956 as “Jeco Exports Limited as a public company pursuant to a certificate of incorporation dated 23rd, June 1982 issued by the Registrar of Companies, Kolkata, West Bengal. Subsequently, the name of our Company was changed to ‘Jeco exports and Finance Limited’ vide fresh certificate of incorporation dated 20th day of September,1993 issued by the Registrar of Companies, Kolkata, West Bengal. Our current promoters are Mr Madhab Prasad Jhunjhunwala(HUF), Mrs. Moulshree Jhunjhunwala, Mr. Rishik Jhunjhunwala, Mr. Shivanshu Jhunjhunwala Mrs. Sita Devi Jhunjhunwala , Vikram Jhunjhunwala(HUF)Mr. Vikram Jhunjhunwala Major Events and Milestones The table below sets forth some of the major events in the history of our Company:

Year/Date Achievement

1982 Formation of our Company as a Public limited company viz., Jeco Exports Limited

1983 Listed at Calcutta Stock Exchange 1993 Change of name to Jeco Exports and Finance Limited Raising of capital by Our Company Other than as disclosed under “Capital Structure” of the Information Memorandum, we have not raised any capital either in the form of equity or debt. Changes in the activities of Our Company during the last five years We have not changed any activities of our Company during last five years. Defaults or rescheduling of borrowings with Financial Institutions/Banks Our Company has not defaulted or rescheduled its borrowings since the date of incorporation of our Company. Lock-Out or Strikes There have been no lock-outs or strikes in our Company since inception. Injunctions or restraining order against Our Company There have been no injunctions or restraining order against our Company. Total number of Shareholders of Our Company As of the date of filing of the Information Memorandum, the total number of holders of Equity Shares is 605.

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Main Objects of Our Company

The Main Objects Of The Company As Per Memorandum Of Association Are As Follows:

1.To carry on all or any of the business as buyers, sellers, Importers, exporters, distributors, agents, brokers, factors, stockists, commission agents, and dealers of engineering goods, machine tools, small tools, metals, alloys, iron, pipe fittings, nuts, and bolts, bicycles, and accessories, automobile parts steel and stainless steel and iron products ores and scraps metallurgical residues hides, skins leather goods furs bristles tobacco (raw manufactured), hemp, seeds, oils, and cakes, Vanaspati textile fibre and wastes coir and jute and products thereof, wood and timber, bones crushed and uncrushed industrial diamonds, coal and charcoal, glue.gums and resins, ivory lac, shellac manures, pulp or wood rags, rubber, tanning substances, wax, quartz, crystal chemicals and chemical preparations, plastic and linoleum articles, glass and glassware handicrafts, handloom, toys, diamonds, liquid gold, precious stones, ornaments, jewelleries, pearls, drugs and medicines paints, instruments, apparetus and appliances machinery and mill work and parts thereof, paper and stationery, sports goods textile including decorative hand and machine made, readymade garments carpets rugs, druggets artificial silk fabrics, cotton woolen cloth and all sorts of apparels, dressing materials, wigs, belts, belting, cinematograph films, gramophone records, rubber plastic goods starch umbrellas crowncrock batteries surgical and musical instruments, marble and hardware items traditional calendars, all kinds of books and manuscripts and electronic products of all kinds, sanitaryware and fitting woolen textiles natural yarn, hosiery and mixed fabrics natural silk fabrics and garments fish and fish products, fodder, bran, fruits, nuts cashew nuts, mernels grains pulses flour confectionery provisions alcohol beverage perfumed spirits, spices and tea, coffee sugar and molasses, vegetables and vegetable products. Processed foods and packed food products and to act as export agents and purchase and sale representatives to stockists, producers, processing units and units engaged in village industries, home industries, cottage industries, small and medium scale industries and to act as an export house and to carry on any business in any way connected therewith.

2.To carry on the business or importers, exporters, wholesale and retail dealers, manufacturers stockists distributors, commission agents of and in men”s and women’s and children’s clothing and wearing, apparel of every kind, nature and description including shirts, bush shirts, pyjama, suits, vests, underwears, suits, pants, workmen’s clothes, uniforms for the army, Navy and Air Force and other personal foundation garments, for ladies dresses, brasseries, maternity, belts, knee caps, coats, penties, nighties, hosiery, goods of every kind nature and description socks, stocking seaters, laces carpets durries mats, rugs, namdas, blankets, shawls, tweeds, linens flancels and all other articles of woolen and worsted materials and of all articles similar to the foregoing or any of them or connected therewith.

3. To invest in acquire buy sell transfer, underwrite subscribe for hold dispose of shares, bonds, obligations, stocks, securities, debentures, debentures stock, issued or guaranteed by any company constituted and carrying on business in india or elsewhere and Government State, dominions, soveleign Central or State Commisioners, Port Trust Public Body or authority, Supreme Municipal Local or otherwise weather in India or elsewhere and to invest money on personal Security or on any other security and generally to lend and advance money to such persons, firms or companies and upon such terms and subject to such conditions as may seem expedient.

4.“To acquire Membership/ Dealership of any bodies/ Institutions which regulate Primary Markets of Shares and Securities including OVER THE COUNTER Exchange of India and to carry on such other functions as these institutions may prescribe”.

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Group Companies & Subsidiaries The Company does not have any promoter group company/Subsidiaries and company is not subsidiary of any company as on date of this Information Memorandum.

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

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OUR MANAGEMENT

As on the date of this Information Memorandum, our Company has 6 Directors on its Board. The following table sets forth the details of the Board of Directors as on the date of this Information Memorandum Name, Age, Father’s/ Husband’s Name, Designation, Address, DIN, Occupation, Qualification, Term and Nationality

Date of Appointment Other Directorships/ Proprietor/ Partnership/ HUF/ Trust in which Director is a Trustee

Mrs. Moulshree Jhunjhunwala Age: 49 years Designation: Managing Director & Promoter Address: 9, PRETORIA STREET, MIDDLETON ROW, KOLKATA, 700071, West Bengal, INDIA DIN: 00185781 Occupation: Business Qualification: Commerce Graduate Nationality: Indian

11/05/1995

N.A

Mr. Dinesh Kumar Pandey Age: 51 Years Designation: Non Executive / Independent Director Address: 5 NANDA GHOSH ROAD, HOWRAH, HOWRAH, 711101, West Bengal, INDIA DIN: 01676842 Occupation: Business Qualification: Commerce Graduate Nationality: Indian

28/05/2013 N.A

Mr. LAXMI KANT PARWA Age: 45 Years Designation: Non Executive / Independent Director Address : 174, RAMKRISHNAPUR LANE, 30, SHIBPUR, HOWRAH, 711102, West Bengal, INDIA DIN: 03533525 Occupation: Business Qualification: C.A. Inter Nationality: Indian

28/05/2013

N.A

Mr. MAHESH KUMAR JUNJHUNWALA Age: 54 Years Designation: Non Executive / Independent Director Address: 3/3,RAMLAL MUKHERJEE LANE, GOLABARI, HOWRAH, 711106, West Bengal, INDIA DIN: 07357662 Occupation: Business Qualification: Commerce Graduate Nationality: Indian

15/12/2015 N.A

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Brief Biography of the Directors Mrs. Moulshree Jhunjhunwala (Director and Promter) aged 49 years, is a Commerce graduate. She is well experienced in marketing and also having more than 15 years of experience in Aluminum Sector. Mr. Dinesh Kumar Pandey, (Director), aged 51 years, is a Commerce graduate. He has experience of 30 years in the field of Aluminum Sector. Mr. Laxmi Kant Parwa (Director), aged 45 years, is a C.A. Inter. He is well experienced in the field of Finance and Accounts for more than 25 years. Mr. Mahesh Kumar Jhunjhunwala, (Director), aged 54 years, is an Commerce graduate. He has an experience of almost 20 years in Aluminum Sector. Shareholding of Directors in our Company Except as below, the Directors do not hold any Equity Shares in our Company. Name of Director No. of Equity Shares held Percentage (%)

Mrs. Moulshree Jhunjhunwala 145800 9.84

Changes in the Auditors There has been no change in the Statutory Auditor of our Company in last 3 years. Capitalisation of Reserves or Profits Except as stated in the section titled “Capital Structure” of this Information Memorandum, our Company has not capitalized its reserves or profits at any time since inception. Revaluation of Assets Our Company has not revalued its assets in the last five (5) years

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OUR PROMOTERS The Promoters of our Company are: Mr Madhab Prasad Jhunjhunwala(HUF), Mrs. Moulshree Jhunjhunwala, Mr. Rishik Jhunjhunwala , Mr. Shivanshu Jhunjhunwala Mrs. Sita Devi Jhunjhunwala , Vikram Jhunjhunwala(HUF)Mr. Vikram Jhunjhunwala DETAILS OF OUR PROMOTERS ARE AS UNDER The Promoters of the Company are:- 1. Madhab Prasad Jhunjhunwala(HUF)

Name Madhab Prasad Jhunjhunwala(HUF)

DIN N.A

PAN No. AACHM8965Q

Address

9, Pretoria Street, Middleton Row, Kolkata-700071, West Bengal, India

Brief Profile Madhab Prasad & Sons is a HUF, incorporated on 21.5.1975 by Shri M.P. Jhunjhunwala engaged in the field of Consultancy & Finance.

2. Mrs. Moulshree Jhunjhunwala

Name Mrs. Moulshree Jhunjhunwala

DIN 00185781

PAN No. ACQPJ6330E

Address 9, Pretoria Street, Middleton Row, KOLKATA-700071, West Bengal, India

Brief Profile Mrs. Moulshree Jhunjhunwala, aged 49 years, is the Director of our Company. She holds a bachelor Degree in Commerce.She is well experienced in marketing and also having more than 15 years experience in Aluminum Sector.

3. Mr. Rishik Jhunjhunwala

Name Mr. Rishik Jhunjhunwala

DIN N.A

PAN No. AHOPJ3470C


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Brief Profile Mr. Rishik Jhunjhunwala , son of Mr. Vikram Jhunjhunwala having good experience in the relevant field.

4. Mr. Shivanshu Jhunjhunwala

Name Mr. Shivanshu Jhunjhunwala

PAN NO. AHOPJ3469C


Brief Profile Mr. Shivanshu Jhunjhunwala , son of Mr Vikram Jhunjhunwala aged about 26 years, is the Chief Financial Officer of the Company . He is young , energetic and competent to deal with company financial matter . He has an experience of approximately 2 years in Aluminum Sector/.

5. Mrs. Sita Devi Jhunjhunwala

Name Mrs. Sita Devi Jhunjhunwala

DIN N.A

PAN No. ACYPJ1479N


Brief Profile Mrs. Sita Devi Jhunjhunwala , wife of Late Madhab Prasad Jhunjhunwala , aged about 75 years having more than 35 years of experience in Aluminum Sector.

6. Mr. Vikram Jhunjhunwala

Name Mr. Vikram Jhunjhunwala

DIN N.A

PAN No. ACYPJ1478N

Address 9, Pretoria Street, Flat No-29, KOLKATA-700071, West Bengal, India

Brief Profile Mr. Vikram Jhunjhunwala aged about 51 years is a Commerce Graduate and he is having 30 years of experience in the field of Aluminum industry.

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7. Vikram Jhunjhunwala(HUF)

Name Vikram Jhunjhunwala(HUF)

DIN N.A

PAN No. AABHV3792F

Address 9, Pretoria Street, Flat No-29, KOLKATA-700071, West Bengal, India

Brief Profile Vikram Jhunjhunwala(HUF) is incorporated by Shri Vikram Jhunjhunwala engaged in the field of consultancy & Finance.

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FINANCIAL INORMATION

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OUTSTANDING LITIGATIONS

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

I. CASES FILED BY OUR COMPANY

Civil Cases

There are no civil proceedings filed by our Company. Criminal Cases

There are no criminal proceedings filed by our Company.

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

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

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

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

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

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

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

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

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

(I) List of proceedings initiated for economic offences or civil offences (including the past cases, if found guilty) by

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Promoters/ Promoter Companies/ directors of Promoter Companies. NIL

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

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

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

directors of Group Companies. NIL

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

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

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

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

violation of statutory regulations. NIL

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

regulations. NIL

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

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

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

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

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OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Direct Listing Our Board of Directors has approved the Listing pursuant to resolution passed at their meeting held on 12th Febraury, 2016. Prohibition by SEBI or Other Governmental Authorities Our Company, our Promoter, natural persons in control of the Promoter, Directors, Promoter Group, have not been prohibited from accessing or operating in capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI or any other regulatory or governmental authority. There has been no regulatory action taken or penalty imposed by any regulator against our Company. The companies, with which our Promoter, Directors or persons in control of our Company are associated as promoter, directors or persons in control have not been prohibited from accessing in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority. There has been no action taken by SEBI against any entity belonging to the Promoter Group or forming part of Group Companies. There has been no action initiated by SEBI/RBI or any other regulator (both domestic and overseas) against our Promoter or the promoters of our Promoter or any entitles forming part of Group Companies. No action has been taken by SEBI against our Directors or any entity our Directors are involved with as promoters or directors. None of the entities that our Directors are associated with, which are engaged in securities market related business and are registered with SEBI. Prohibition by RBI Neither our Company nor our Promoter, relatives of our Promoter, Directors, have been identified as wilful defaulters by the RBI or any other governmental authority. There are no violations of securities laws committed by them in the past or are pending against them. Declaration under the Companies Act We are in compliance with the provisions of the Companies Act, and nothing in this Information Memorandum is contrary to the provisions of the Companies Act, SCRA, SEBI Act, and the rules and regulations made there under. Listing The Equity Shares of the Company are listed on Calcutta Stock Exchange Limited (CSE), Now the Equity Shares of the Company shall be admitted for listing on Metropolitan Stock Exchange Limited (MSEI) subject to fulfilment of listing criteria of Secondary listing of MSEI and also subject to such other terms and conditions as may be prescribed by MSEI at the time of the application by the Company seeking listing.

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Consents The written consents of Promoters, Directors, Auditors, Registrar of the Company and Bankers to the Company to act in their respective capacities have been obtained and such consents have not been withdrawn up to the time of delivery of this Information Memorandum with the Stock Exchange. To the best of our knowledge, there are no other consents required for making the listing of the Company on MSEI. However, should the need arise, necessary consents shall be obtained by us.

De-mat Credit

The Company has appointed Niche Technologies Private Limited as its Register and Share Transfer Agent.

General Disclaimer from the Company

The Company accepts no responsibility for statement made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner.

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PURPOSE OF LISTING The entire Equity Share Capital of the Company is currently listed in Calcutta Stock Exchange Limited (CSE), getting the Company listed at MSEI will provide the members of the Company, investors and/or traders, the facility to trade in the shares of the company, better liquidity of funds, help in mobilizing savings for economic development as well as protect the investors interest by ensuring full disclosures. Further considering the followings benefits of listing, the Management has got motivated to get the securities of the Company listed on MSEI:- Fund Raising and exit route to investors:

Listing provides an opportunity to the Corporate / entrepreneurs to raise capital to fund new projects/undertake expansions/diversifications and for acquisitions. Listing also provides an exit route to private equity investors as well as liquidity to the ESOP-holding employees. Ready Marketability of Security:

Listing brings in liquidity and ready marketability of securities on a continuous basis adding prestige and importance to listed companies. Ability to raise further capital:

An initial listing increases a company's ability to raise further capital through various routes like preferential issue, rights issue, Qualified Institutional Placements and ADRs/GDRs/FCCBs, and in the process attract a wide and varied body of institutional and professional investors. Supervision and Control of Trading in Securities:

The transactions in listed securities are required to be carried uniformly as per the rules and byelaws of the exchange. All transactions in securities are monitored by the regulatory mechanisms of the stock exchange, preventing unfair trade practices. It improves the confidence of small investors and protects them. Fair Price for the Securities:

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

The listing agreement signed with the exchange provides for timely disclosure of information relating to dividend, bonus and right issues, book closure, facilities for transfer, company related information etc by the company. Thus providing more transparency and building investor confidence. Collateral Value of Securities:

Listed securities are acceptable to lenders as collateral for credit facilities. A listed company can also borrow from financial institutions easily as it is rated favorably by lenders of capital; the company can also raise additional funds from the public through the new issue market with a greater degree of assurance. Benefits to the Public:

The data daily culled out by the stock exchange in the form of price quotations and others; provide valuable information to the public which can be used for project and research studies. The stock exchange prices can be an index of the state of the economy. Financial institutions, NRIs, individual investor’s etc. can take wise decisions before making investments.

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OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The copies of the following contracts which have been entered or are to be entered into by our Company (not being contracts entered into in the ordinary course of business carried on by our Company or contracts entered into more than two years before the date of this Information Memorandum) which are or may be deemed material have been attached to the copy of the Information Memorandum delivered to the MSEI for registration. Copies of the above mentioned contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered Office between 10:00 a.m. and 04:00 p.m. on all Working Days. 1. Certificate of Incorporation of the Company 2. Certificate of Commencement of business 3. Memorandum and Articles of Association of the Company as amended from time to time 4. Agreement between NSDL, our Company and the Registrar to the Company. 5. Agreement between CSDL, our Company and the Registrar to the Company. 6. Copy of Board Resolution for approval of Listing dated 12th Febraury 2016. Any of the contracts or documents mentioned in this Information Memorandum may be amended or modified at any time if so required in the interest of our Company or if required by the other parties, without reference to the shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

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DECLARATION

We, the Directors, hereby certify and declare that, all relevant provisions of the Companies Act, 2013 and Companies Act, 1956 (to the extent applicable) and the guidelines issued by the Government of India or the regulations / guidelines issued by 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 the Information Memorandum is contrary to the provisions of the Companies Act, 2013, applicable sections of Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or rules made there under or regulations / guidelines issued, as the case may be. We further certify that all the disclosures and statements made in the Information Memorandum are true and correct.

SIGNED BY THE COMPANY SECRETARY & COMPLIANCE OFFICER

Sd/-

Date-04/03/2016

Place- Kolkata

Documents

Information Memorandum Dated: March 04, 2016 JECO EXPORTS ...€¦ · 1 Information Memorandum . Dated: March 04, 2016 . JECO EXPORTS AND FINANCE LIMITED (Corporate Identity Number: