Scheme IM NATHBIOGEN

INFORMATION MEMORANDUM
NATH BIO-GENES (INDIA) LIMITED

(Incorporated as Public Limited company on 13th September, 2000)
Incorporated initially as a Priv ate Limited Company on 14th July, 1993 in the name and style of “SHIVNATH
FARMS PVT. LTD.” and converted into Public Limited Company on 13th day of September 2000 under the
name and style of "SHIVNATH FARMS LTD." under the provisions of the Companies Act, 1956 in the state
of Maharashtra, and later changed the name as NATH BIO-GENES (INDIA) LTD., on 5th March, 2001.
Registered Office: Nath House, Nath Road, Aurangabad – 431 005

Phone : 0240-2376314-17 Fax: 0240-2376188
INFORMATION MEMORANDUM FOR LISTING OF 64,34,000 EQUITY SHARES OFRS.10 EACH
NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED

PURSUANT TO THIS INFORMATION MEMORANDUM
GENERAL RISKS
Investors in equity and e quity related securities involve a degree of risk a nd investors should not invest in the
equity shares of Nath Bio-Genes (India) Ltd., 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
Nath Bio-Genes (India) Ltd. For taking an investment decision, investors must rely on their own examination of
the Company including the risks involved.
ABSOLUTE RESPONSIBILITY OF NATH BIO-GENES (INDIA) LTD.
Nath Bio-Genes (India) Ltd., having made all reasonable inquiries, accepts responsibility for, and confirms that
this Information Memorandum contains all information with regard to Nath Bio-Genes (India) Ltd., which is
material, that the information contained in th e Information Memorandum is tru e and correct in all material
aspects and is not m isleading in any material respect, that the opinions and intentions expressed herein are
honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a
whole or any of such Information or the expression of any such opinions or intentions misleading in any
material respect.
LISTING
The Equity Shares of Nath Bio-Genes (India) Ltd., are proposed to be listed on the Stock Exchange, Mumbai
and the Ahemedabad Stock Exchange & The National Stock Exchange. The Securities and Exchange Board of
India (SEBI) vide its Letter No. CFD/DIL/UR/41173/2005 dated 25th May, 2005 has granted relaxation from
the strict enforcement of the requirements of Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957
for the purpose of listing of shares of Nath Bio-Genes (India) Ltd., subject to the transferor company viz. Nath
Seeds Limited complying with all the provisions of Clause 8.3.5 of the SEBI (DIP) Guidelines, 2000
SHARE TRANSFER AGENT

M/s.Bigshare Services Pvt.Ltd.,
E-2/3, Ansa Industrial Estate,
Sakivihar Road,
Saki Naka, Andheri (East),
MUMBAI – 400 072
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TABLE OF CONTENTS
S.No. TOPIC Page No.

Glossary of Terms/Abbreviations 3
Risk Factors & Information 4-9
I. General Information 10-13
II. Capital Structure 14-25
III. Objects of the Scheme of Arrangements 26-32
IV. History 32-34
V. Business 34
VI. Products 34-35
VII. Management of the Company 35-39
VIII. Management Discussion & Analysis of the Financial Condition 39-40
and Result of Operations as reflected in the Financial Statements
IX. Financial Information of Nath Bio-Genes (India) Limited. 41-74
X. Group Companies 75-82
XI. Outstanding Litigation, Defaults and Material Development 83
XII. Government Approvals 83
XIII. Other Regulatory Disclosures 83-84
XIV. Main Provisions of the Articles of Association of Agri-Tech 84-108
(India) Ltd.
XV. Material Contracts and Documents 108
XVI. Declaration 109
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GLOSSARY OF TERMS/ ABBREVIATIONS
Articles / articles of Association Articles of Association of Nath Bio-Genes (India) Ltd.

ASE The Ahmedabad Stock Exchange Limited
Auditors The Statutory Auditors of Nath Bio-Genes (India) Ltd.
Banker)s) to the Company The Bankers of Nath Bio-Genes (India) Ltd.
Board of Directors/Board/Directors The Board of Directors of Nath Bio-Genes (India) Ltd.
BSE The Bombay Stock Exchange Limited
CDSL Central Depository Services (India) Ltd.
Companies Act / Act The Companies Act, 1956 as amended from time to time
DSE Designated Stock Exchange
EPS Earnings per equity share
Equity Shares Equity shares of the Company of Rs.10/- each unless
otherwise specified in the context thereof
Financial Year / Fiscal / FY The twelve months ended 30th June, unless otherwise stated.
HUF Hindu Undivided Family
Information Memorandum This documents as filed with the Stock Exchanges is known
as and referred to as the Information Memorandum
I.T.Act The Income Tax Act, 1961,as amended from time to time,
except as stated otherwise
Memorandum/Memorandum of Memorandum of Association of Nath Bio-Gene (India) Ltd.
Association
NAV Net Asset Value
NSDL National Securities Depository Limited
NSE The National Stock Exchange of India Limited
RBI Reserve bank of India
ROC Registrar of Companies, Maharashtra
SEBI The Securities and Exchange Board of India constituted
under the Securities and Exchange Board of India Act, 1992
SEBI Act Securities and Exchange Board of India Act,1992, as
amended from time to time
SEBI Guidelines SEBI (Guidelines for Disclosure and Investor Protection)
2000 issued by securities and Exchange Board of India
effective from January 27, 2000as emended, including
instructions and clarifications issued by Securities and
Exchange Board of India from time to time.
Stock Exchange BSE, NSE and ASE
Transferor Company Nath Seeds Limited
Transferee Company Nath Bio-Genes (India) Ltd.
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RISK FACTORS
An investment in equity shares i nvolves a high degree of ri sk. You should carefully consider all of t he
information in this Information Memorandum, including the risks and uncertainties described below. If any of
the following risks actually occu r, our business, financial condition and resu lts of operations could suffer, the
trading price of our Equity Shares could decline, and you may loose all or part of your investment.
Risk envisaged by the Management:
A. Risks Internal to the Company
1. Risks relating to business operations
The operations of the Company are subject to the assumptions in demand and supply position
in terms of quantity and price of raw material and finished goods.
2. The primary focus of the c ompany is in the area of agriculture. The company is i n the
business of producing high quality hybrid seeds of v arious agricultural products. Bein g in
agro based business, company totally depends on the weather conditions. Weather plays an
important role in the prospects of the company and any deviation/change in the weather
condition may have an adverse effect on the profitability.
3. The end users of our products are farmers. Th e products are sold through a w ide dealer
network through out the country to the farmers. Company faces competition from the market
from other competitors.
4. The company needs to be in constant research and development, which is the main forte of the
company, to develop genetically modified, hybrid seeds and even to invent new species to
produce highly productive seeds. T he input cost for this research and development is on
higher side, which may not necessarily be compensated in the short run.
5. Company’s success largely depends upon its management team and k ey personnel and its
ability to attract an d retain su ch persons. Attracting and retain ing talented professionals is a
key element of our strategy and we believe it to be a sig nificant source o f competitive
advantage. An inability to attract and retain talented professionals, or the resignation or loss of
key management personnel, may have an adverse impact on o ur business, future financial
performance and the price of our Equity Shares.
6. Cordial relationship with the employees is crucial for smooth functioning of our operations.
Our operations rely h eavily on employees and on the employees' ability to provide high-
quality services. In the event there is a sho rtage of skilled labour or stoppage caused by
disagreements with employees in future, it co uld affect o ur ability to meet the quality
standards and timely completion of orders, which could lead to reduced business or may cause
potential damage to our reputation.
B. Risks External to the Company

1. The company enjoys a very good rapport with farmers and t he name “Nath” has become a
household name among the farmers’ community. Company’s constant efforts to come up with
new species of high quality high yielded s eeds are widely accepted and applaude d. Eve n
though, tough competition in the market may adversely affect the operations of the company.
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Management Perception
1. The Company carries ap propriate sensitive analysis of various assumptions while
drawing the business plans so as to minimize the risk relating, which may be caused
due to sudden change in various assumptions considering for drawing the business
plan.
2. The company is actively considering exploring the possibilities of tapping the export
market for its products.
2. Company’s results may be affect ed significantly by factors outside our control such as
political unrest, cross-border hostilities, civil commotion and acts of terrorism either in India
or outside India. Change of government policies and regulations including change in
environmental regulations may also have a negative impact. The company is also subject to
the risk of lo ss of revenues and assets du e to fire an d natural calamities, such as flood . The
occurrence of all such events including natural calamities could interrupt our business for
significant periods.
3. Dismal economic conditions could adversely affect o ur financial results. Our bu siness is
seasonal and largely sensitive to changes in the climatic conditions. The farming sector is
totally dependent on the weather and any unfavorable weather conditions will prove disastrous
for the farmers in particular and the whole country in general. Under such circumstances
company’s operations will come under pressure and to sustain such pressures, company may
have to compromise with its profitability.
4. After listing, the prices of our Company's shares may be volatile, or an active trading market
for our Company's shares may not develop. There has been no public market for the
Company's equity shares till now and the prices of the Company's shares may fluctuate after
listing. There can be no assurance that an activ e trading market for the shares will develop or
be sustained after this listing. The Company's share price could be volatile.
Note to risk factors:

As per the Scheme of Arr angement, approved by the Hon'ble High Court of Bombay vide its order
dated 27.08.2003, the entire running business of the Seed D ivision of the transferor company (Nath
Seeds Limited) stand transferred to the transferee company (Nath Bio-genes (India) Limited) and the
same will be carried on by the transferee company on a going concern basis. Accordingly all the above
risks are being addressed and will con tinue to be so addressed by the transferee company also and the
company does not foresee any adverse impact on the business of the company in future on this account.
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INTRODUCTION
Summary
Nath Seeds Limited, a pioneering research driven Seed Company, had formulated a Scheme of Arrangement to
de-merge the company into three separate companies, namely Nath Bio-Genes (India) Ltd., and Agri-Tech
(India) Ltd., on 14/03/2001. The Scheme was filed before the Hon’ble High Court of Bombay for approval and
the Hon’ble High Court of Bombay had approved the scheme vide its order dated 27/08/2003. Pursuant to the
order being passed the Hon’ble High Court of Bombay approving the scheme, Nath Seeds Limited has
transferred the seed business to Nath Bio-Genes (India) Ltd.
Nath, as a brand, is a household name amongst the farming community. The salient features of the company are
enumerated as under.
Quality Policy
At Nath Bio-Genes (India) Limited we are com mitted to developing producing and supplying consistently
superior quality hybrid seeds to all our customers in a timely manner to help them realize high returns.
The company believes that by implementing the above stated quality policy, the company shall be able to realize
its organizational goals of ‘continuously improved market share and e nhancing national agricultural
productivity’.
Quality Objectives
We believe that quality policy will be realized by our achieving the following objectives: -
Continually developing better hybrids than existing ones and also adding new crops to widen its
products range by taking advantage of the technological advances network.
Helping the seed growers improve the quality of their produce and increase productivity in their fields
by supplying tested seeds and by helping them adopt good seed production practices.
Developing and maintaining long term harmonious business relationship with our suppliers, seed
growers, dealers and distributors.
Developing and maintaining adequate skills and com petence and a sp irit of t eamwork among our
employees.
Ensuring that all the conversion and delivery processes are capable and are so carried out as to
consistently yield the desired results.
Incorporating modern management methods and utilizing of ad vanced performance enhancing tools
such as information technology.
Implementing and m aintaining a quality management system in accorda nce with the requirement of
ISO 9001 of International standards.
Complying with all statuary and regulatory requirements applicable to our business and to do more
than the minimum required possible.
Intensified Research Efforts
The company was set up to provide quality hybrid seeds to the Indian farmers. With this view R&D activities
were started right from the first day of the company’s incorporation, ever since the company has been working
on development of hybrids in various crops. Newer and newer crops have been added every year. The whole
focus of the Research and Development program has been custom-oriented, meaning thereby what Indian
farmers want was given as an objective to the breeders. These objectives have also been changing year after year
depending on the farmer’s demands. C ompany has so far been able to develop excellent hybrids in Cotton,
Jowar, Bajra, Maize, Sunflower, Mustard, Wheat and Paddy.
The company continues to provide substantial financial allocations to further strengthen its R&D programs. In
fact, intensification of our R&D infrastructure (men and materials, all over the country) was the largest in any
single financial year (2 011-12), thus far. Th e competitive environment in the area of hybrid seeds is rap idly
growing worldwide, so also in our country as well.
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It is no longer good enough to offer high yielding hybrid varieties to the Indian Farmers. It is now becoming a
mandatory requirement that such hybrids carry add itional built-in value through seed embedded
technologies/genes providing durable protection agains t specific diseases , pests and vagaries of nature
(floods/drought/heat stress etc).
Seeds endowed with multiple value additions, in addition to high yield potential, are much in demand and
eagerly sought after by the modern Indian Farmers. At NBIL, your Company has undertaken specific initiatives
of reaching out even to the rain-fed and largely un-reached farmers. This is in congruence with our national
priorities and commitments, as also in harmony with finding newer areas of opportunities for business. NBIL is
pursuing both Genetic Engineering Technologies as wel l as M olecular-Aided Selection systems to enrich our
crop breeding and product development programs.
Considering the increasing importance of germplasm resources for genetic enhancement of our products, critical
evaluation and long term storage of germplasm collection ass umes greater priority than ever before. The
importance of this vital R&D resou rce has become all the more critical in view of the stringent restrictions
imposed by many public institutions for access to public sector germplasm collection and views.
Your company has, t herefore, viewed these developments with utmost seriousness. We have reviewed and
revamped our entire program of germplasm collections, storage, evaluation and retrieval system.
Numerous duplicate accessions have been removed; the existing ones rejuvenated, re-evaluated and catalogued.
Through R&D asso ciations with institutions such as IRRI (Philippines), International Crop Research Institute
(ICRISAT), Hyderabad, and o ur R&D Co llaborations in Ch ina, Pakistan and several institutions within the
country, we have been strengthening our germplasm collections, especially collecting specific genetic stocks,
breeding lines and elite germplasm to complement our existing collections.
We have also revised the system of peri odic rejuvenation and evaluation using modern tools of molecular
biology so as to better c haracterize our collections as also access the germplasm with greater confidence. The
overall maintenance procedure has been revised ensuring that all precautions and safety majors are all in.
In addition to adding value to our elite range of Bt-cotton hybrids, your Company has undertaken a very large-
scale breeding program of developing GMS (Genetic Male Sterility) based hybrid seed production system. So as
to speed this development process, involving two different Bt technologies (Fusion-Bt and Bollgard-II) and a
wide range of elite breeding lines, the program runs round the year, in specially constructed large poly-houses at
our Isarwadi R&D Farms.
Marketing Initiatives
The company’s product sold under the brand name “NATH” is widely accepted and appreciated by the farming
community of India.
Initially, the company’s marketing thrust was mainly on cotton crop. In the past three years, we have introduced
new hybrids in several crops of national importance namely paddy, bajra, maize, mustard and also vegetables.
Diversification of crop range with region specific and season specific products has helped us in enlarging our
geographical coverage and market share.
The market for the c ompany’s products is spr ead all ov er India. However, the Company commands an
especially strong market position in Andhra Pradesh, Karnataka, Gujrat and Maharashtra.
Nath Bio-Genes (India) Limited is also the leading producer of hybrid cotton seeds in India. Farmers use its
hybrid seeds all o ver the country except parts of North – East Kerala and Kashmir. T he company has so far
developed and commercially released 72 differe nt hybrids that have be en well accepted by the farmers on
account of their superior yields and characteristics which make them attractive for cultivation.
We have aggressively developed a strong network for distribution and marketing of seeds comprising of 16
branches, 257 distributors and more than 1000 dealers.
Marketing of Seeds needs unconventional methods. Customer being a farmer has to be convinced about the
superiority of the company’s seeds. T o achieve this, the company has organized its marketing activity by
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creating a network of full-fledged branches all over the country. The Branches are well equipped with godown,
accountant and supporting staff. The marketing staff operates on two levels. Marketing Supervisors deals with
commercial aspects of the selling, whereas, Nath Farmers Advisers (NFA) assists them by promoting hybrid
seeds directly to the farmers. Currently the company has about 100 marketing personnel and more than 300
NFA’s.
Company has also Central Research trial statio ns in important zones of the count ry. Selected hybri ds are
demonstrated in this trial stations season wise. Every branch has a network of distributors and dealers. Dealers
are appointed in practically each and e very Mandy a nd the c ompany has a strong force of dealers and
distributors all over the c ountry. The selected hybrids are made available to the farmers through this elaborate
network. The company being present in the Indian market for over 30 years understands the requirements of the
farmers and knows the pulse of the seeds market. It has a research and breeding program for developing hybrids
for Indian conditions in India.
The company has rural advertising medium like wall painting, hoarding, leaflets, posters, Video, Van campaign,
jeep campaign, participating in farmers meals etc. Th e Company also uses mass media, like Press, R adio and
T.V. for larger reach.
Production Network
The company has a net work of over 10,000 experienced and loyal seed growers in the states of Ma harashtra,
Gujarat, Andhra Pradesh, Karnataka and Madhya Pradesh. The company regularly organises training programs
for seed growers to enhance the quality and productivity of seeds. The company develops elite hybrids/ varieties
through in-house breeding activity at Aurangabad and Hyderabad. Newly developed hybrids are tested for their
performance, initially in the Company’s research farms. The promising hybrids as identified at these trials are
planted in fields at Head Quarter to demonstrate their superiority over the best available competitor’s hybrids of
similar characteristics to potential farmers, dealers, and distributors. Based on the opinion / feedback received
from farmers, dealers and distributors during their visit, the hybrids are short listed for further development.
They are demonstrated in many locations covering all the major agro climatic zones of the country. The hybrids
preferred by farmers in this stage are produced and marketed on c ommercial scale. The ce rtified seed is
produced on the farmer’s field under the supervision of company’s technical personnel and t his is the see d
which goes to the farming community for commercial cultivation.
Product Portfolio
The following hybrids were introduced in last three years and are well received by the farmers and are capturing
a large market share.
Field Crop Product Vegetable Crop Product

Cotton Jagannath-2, Arjun-21, Bhendi NOH 100, NOH 200, NOH-
Express, Kashinath. 443, Super Lady Luck.
Paddy Loknath 505, Gorakhnath Bottle Gourd Prasad, Pratik
509, Kabir-508, Loknath-
510, Vishwanath-511, Ford-
140, Menka, Super Menka,
Nath Poha, Kareena, Rajani.
Wheat Mohan Wonder, NW 111 Sponge Gourd Komal, Kajal
Bajra NBH-1717, Big-B(NBH- Ridge Gourd Praveen, Shruti
1188)
Maize Big Boss, Singham (NMH- Cabbage Bhagyashree, Barkha
02), Nath Samrat-1144,
NWMH-2002(White).
Jowar Amaranth 251, Amarnath Chilli Mahesha, Vyankateshwara,
2000 NOH-886, 791
Sunflower Suryanath 666, Suryanath Tomato Akash, Aditya, 1222,1144
999
Mustard Nath Sona 212, Goldie Brinjal NBH 1000, NBH 1003,
NBH-13
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The company has launched “Win-Chi-Win”, a bio-stimulant under exclusive license from a Chinese company.
This wonder product is helping farmers in increasing yield and improving quality of their produce.
Collaborations and achievements
International R&D Collaborations:

During the years 20 09 & 2010, Nath Bio-Genes, jointly with its sister concern Global Transgenes Ltd, have
signed agreements for R&D collaboration and commercialization thereof, of Fusion-Bt cotton technology, with
specific partners in Pakistan and Philippines. Due processes of trans-boundary regulations, in accordance to the
provisions of the Cartgena Protocol, have been a followed strictly for transfer of Fusion-Bt embedded cotton
seeds. Whereas in Pakistan, our collaboration is a Tripartite Agreement involving Biocentury Transgene (China)
Co. Ltd in China, Guard Agricultural Research & Serv ices (Private) Ltd in Pakistan, in the Philippines our
collaboration is directly with the Cotton Development Administration, Ministry of Philippines, Govt. of
Philippines. During 2011 permission was granted, BY THE Govt of Pakistan for conducting Large Scale Trial
of some of the NBIL Bt-Cotton hybrids in Pakistan.
After considerable efforts and several interactions with the GM Regulatory officials and committees of the Govt
of Philippines, we could succeed in obtaining approval for conducting t he first Contained Open Field Trial in
the Philippines. In this case, the GMO regulatory procedures are even more stringent than what we have in
India. The field trial conducted at Polomolok, South Mindanao, was the was the first of its kind in the country.
We are pleased to announce that the three three star products of your Company, namely NCEH-21 (Arjun-21),
NCEH-14 (EXPRESS) and NCEH-34 (Jagannath-2) are shining stars in the Philippines as well.
Based on the impressive results of trial, the Biosafety Authority of the Philippines have granted permission for
Multi-Location Trials to be conducted in 2 012-13. These MLTs are cu rrently in p rogress in Southern
Philippines.
Human Resource Development:
Your company will continue to invest in its people. We are developing a programme of recognition and rewards
directly linked to performance. It shall be our continued endeavor to provide each employee the opportunity to
realize his / her full potential. A structured recruitment process has helped your Company attract the right talent.
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I. GENERAL INFORMATION
Incorporated initially as a Priv ate Limited Company on 14th July, 1993 in the name and style of “SHIVNATH
FARMS PVT.LTD.” and converted into Public Limited Company on 13 th day of Se ptember 2000 under the
name and style of "SHIVNATH FARMS LTD." under the provisions of the Companies Act, 1956 in the state
of Maharashtra, and later changed the name as NATH BIO-GENES (INDIA) LTD., on 5th March, 2001.
ADDRESS OF THE REGISTERED OFFICE:

Nath House, Nath Road,
AURANGBAD- 431 005.
Phone: 0240-2376314/315/316
Registration Number 11 - 72842
Address of Registrar of Companies

Registrar of Companies, Mumbai,
MUMBAI
Board of Directors as on the date of filing of the draft Information Memorandum

1. Mr. Nandkishor Kagliwal
2. Mr. Satish Kagliwal
3. Mr. Kashinath Iyer
3. Mr. Hitesh Purohit
For further details of the Board of Directors of the Company, please see the Section titled “Management".
Authority for Listing

The Hon'ble High Court of Bombay vide its order dated 27.08.2003 had approved the Scheme of Arrangement
between Nath Seeds Limited and Nath Bio-Genes (India) Ltd., whereby the entire business pertaining to Seeds
Division of Nath Seeds Limited, has been transferred to and vested in Nath Bio-Genes (India) Ltd., w.e.f.
January 1, 2001 (i.e. the Appointed Date under the Scheme) under Sections 391 to 394 read with Section 100 of
the Companies Act, 1956. In accordance with the said Sc heme, the Equity Shares of Nath Bio-Genes (India)
Ltd., issued pursuant to the Scheme shall, subject to applicable regulations, be listed and admitted to trading on
The Bombay Stock Exchange Limited (BSE), The National Stock Exchange (NSE) and the Ahmedabad Stock
Exchange (ASE). Such listing and admission for trading will be subject to fulfillment by the Company of listing
criteria of BSE & ASE for such issues and also subject to such other terms and conditions as may be prescribed
by BSE & ASE at the time of the application by the Company seeking listing.
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. The Securities and Exchange Board of India (SEBI) vide
its Letter No. CFD/DIL/192B/UR/41173/2005 dated 25th May, 2005 has granted relaxation from the strict
enforcement of th e requirements of Ru le 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 for the
purpose of listing of shares of Nath Bio-Genes (India) Limited subject to the transferee company complying
with all the provisions of Clause 8.3.5 of the SEBI (DIP) Guidelines, 2000.
The Company has submitted its Information Memorandum, containing information about itself, m aking
disclosures in line with the disclosure requirement for public issues, as applicable, to BSE & NSE for making
the said Information Memorandum available to public through their websites viz. www.bseindia.com.
The Company has published an advertisement in the newspapers containing its d etails in line with the details
required as per clause 8.3.5.4 of SEBI (DIP) Guidelines, 2000. The advertisement will draw a specific reference
to the availability of aforesaid Information Memorandum on its website.
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Prohibition by SEBI
The Company, its directors, its promoters, the 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.
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 a ny 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 th is Information Memorandum will be submitted to BSE. Th e approval of Sch eme of
Arrangement under Clause 24(f) of the Listing Agreement is not applicable as the company had submitted its
scheme in the year 2001 and at the time it was not required.
BSE does not in any manner:
o warrant, certify or e ndorse the correctness or completeness of an y of the contents of this

Information Memorandum; or
o warrant that this Company's securities will be listed or will continue to be listed on BSE; or
o 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 pu rsuant to independent inquiry, investigation and anal ysis and s hall 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 will be filed with BSE, NSE and ASE in due compliance.
Listing
Applications have been made to BSE, NSE and ASE 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.
Demat Credit
Company has executed Tri-partite Agreem ents with NSDL and CDSL and Big Share Services Pvt.Ltd., for
admitting its securities in demat form. Company has been allotted ISIN No . INE448G01010. All th e
shareholders holding shares in electronic form have already been given credit of their respective holdings as on.
14th January, 2006. through NSDL
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Dispatch of Share Certificates
With respect to the sharehol ders holding shares in ph ysical form, the new shares have been allotted and the
company has already dispatched the physical share certificates to the address of such shareholders as appearing
in the records of the Registrar on the record date i.e. 23rd March, 2004 as above.
Expert Opinions
Save as stated elsewhere in this Information Memorandum, we have not obtained any expert opinions.
Previous rights and public issues

The Company has not made any public issue since incorporation.
Companies under the same management

There are two companies under the same management within the meaning of erstwhile Section 370 (1B) of the
Companies Act. List of Group Companies is mentioned at Page No. - 73 to this Information Memorandum.
Promise vis--vis performance

This is for the first time the Company is getting listed on the Stock Exchange
Stock Market Data for Equity shares of the Company

The Equity shares of the Company are listed on the Ahmedabad Stock Exchange. The Company is seeking
approval for listing of its shares through this Information Memorandum.
Disposal of Investor Grievances

The Company estimates that the average time require d by the Com pany or the Regis trar for the redressal of
routine investor grievances shall be 15 day s from the date of receipt of the com plaint. In case of non routine
complaints and com plaints where external agencies are involved, the Company will seek t o redress these
complaints as exp editiously as po ssible. The Company has appointed Ms. Laveen a Chanchlani as t he
Compliance Officer a nd she may be contacted at the fo llowing address in case of an y matters pertaining to
shares/securities.
Ms. Laveena Chanchlani

Compliance Officer,
Aurangabad – 431 005.
Tel: 0240-2376314, 2376315
E-mail: investor@nathbiogenes.com
Website: www.nathbiogenes.com
The Company has also appointed M/s Big Share Services Pvt.Ltd., as the Registrar and Share Transfer Agent of
the Company. Investors may contact M/s.Big Share Services Pvt.Ltd., for any matters related to shares/securities
of the Company at the following address:
Mr. Ansar
M/s.Bigshare Services Pvt.Ltd.,
E-2/3, Ansa Industrial Estate,
Sakivihar Road,
Saki Naka, Andheri (East),
Mumbai – 400 072
Tel: 022-40430200
Fax: 022-28475207
12
Auditors
M/s.Gautam N. Associates
Chartered Accountants
Shangrilla Complex,
2nd Floor, CBS Raod,
Aurangabad 431 005.
Bankers to the Company

Janakalyan Sahakari Bank Limited
Vivek Darshan, 140, Sindhi Society,
Chembur,
Mumbai-400071
Compliance Officer
Ms. Laveena Chanchlani

Aurangabad – 431 005.
Tel: 0240-2376314
Investors can contact the Compliance Officer in case of any share transfer related problem.
13
II. CAPITAL STRUCTURE
Consequent to the Scheme coming into effect and issue and allotment of shares pursuant to the Scheme and Pre-
Scheme, the Share Capital of the Company is as follows:
Particulars Pre-Scheme De-merger Post-Scheme De-merger

No.of
Shares Value (Rs.) No.of Shares Value (Rs.)
A. Authorised Share Capital
Equity Shares of Rs.10/-
Each 10,00,000 1,00,00,000 130,00,000 13,00,00,000
Total 10,00,000 1,00,00,000 130,00,000 13,00,00,000
B. Issued Share Capital
Each 10,00,000 1,00,00,000 64,34,000 6,43,40,000
Total 10,00,000 1,00,00,000 64,34,000 6,43,40,000
C. Subscribed & Paid-up
Share Capital
Each 10,00,000 1,00,00,000 64,34,000 6,43,40,000
Total 10,00,000 1,00,00,000 64,34,000 6,43,40,000
Details of Changes in Capital Structure of the Company
Issued, Subscribed & Paid-up

Date as on Authorised Capital Capital
Type of No.of Amount Type of No.of Amount
Shares Shares (Rs.) Shares Shares (Rs.)
12/07/1998 Equity 50,000 5,00,000 Equity 70 700
10/12/2002 Equity 50,000 5,00,000 Equity 50,000 5,00,000
16/08/2003 Equity 10,00,000 1,00,00,000 Equity 10,00,000 1,00,00,000
13/01/2004 Equity 1,35,00,000 13,50,00,000 Equity 64,34,000 6,43,40,000
15/06/2006 Equity 1,55,00,000 15,50,00,000 Equity 64,34,000 6,43,40,000
21/04/2011 Equity 1,60.04,000 16,00,40000 Equity 1,60,04,000 16,00,40000
1. The Company was incorporated initially as a Private Limited Company on 14th July, 1998 in the name
and style of “SHIVNATH FARMS PVT.LTD.” and converted into Public Limited Company on 13th
day of September 2000 under the name and style of "SHIVNATH FARMS LTD." under the
provisions of th e Companies Act, 19 56 in the state of M aharashtra, and later changed the name as
NATH BIO-GENES (INDIA) LTD., on 5th March, 2001
(a) For every 100 equity shares of the face val ue of Rs.10/- each fully paid up hel d by the equity
shareholders of the transferor company, the shareholders shall be allotted 22 equity shares of
face value of Rs.10/- fully paid up in the transferee company, i.e. Nath Bio-Genes (India) Ltd.
Those shareholders holding the Shares in physical form shall get shares in the physica l form
and those holding in Demat shall be credited in Demat form.
2. The Authorized Share Capital of the Company at the time of incorporation was Rs. 5,00,000/-, divided
into 50,000 equity shares of Rs. 10/- each.
14
3. The Authorized Share Capit al of the Company stood increased to Rs. 16,00,40,000/- divided into
1,60,04,000 Equity Shares of Rs. 10/- each. Also the Issued, Subscribed and the Paid up Capital of the
Company is increased to Rs. 16,00,40,000/- divided into 1,60,04,000 Equity Shares of Rs. 10/- each.
STATEMENT SHOWING SHAREHOLDING PATTERN

(PRE DE-MERGER) AS ON 22/03/2004
Cate- Category of shareholder Number of Total Number of Total shareholding as a
gory shareholders number of shares held in percentage of total number of
code shares dematerialized shares
form
As a As a
percentage of percentage of
(A+B)1 (A+B+C)
(A) Shareholding of Promoter

and Promoter Group2
(1) Indian
(a) Individuals/ Hindu 7 70 0 0.01 0.01
Undivided Family
(b) Central Government/ State 0 0 0 0.00 0.00
Government(s)
(c) Bodies Corporate 4 999930 0 99.99 99.99
(d) Financial Institutions/ Banks 0 0 0 0.00 0.00
(e) Any Other 0 0 0 0.00 0.00
(specify)
Sub-Total (A)(1) 11 1000000 0 100.00 100.00
(2) Foreign
(a) Individuals (Non-Resident 0 0 0 0.00 0.00
Individuals/ Foreign
Individuals)
(b) Bodies Corporate 0 0 0 0.00 0.00
(c) Institutions 0 0 0 0.00 0.00
(d) Any Other (specify) 0 0 0 0.00 0.00
Sub-Total (A)(2) 0 0 0 0.00 0.00
Total Shareholding of 11 1000000 0 100.00 100.00
Promoter and Promoter
Group (A)= (A)(1)+(A)(2)
1
For determining public shareholding for the purpose of Clause 40A.
2
For definitions of “Promoter” and “Promoter Group", refer to Clause 40A.
15
form
As a As a
(A+B)3 (A+B+C)
(B) Public shareholding4

(1) Institutions
(a) Mutual Funds/ UTI 0 0 0 0.00 0.00
(b) Financial Institutions/ Banks 0 0 0 0.00 0.00
(c) Central Government/ State 0 0 0 0.00 0.00
Government(s)
(d) Venture Capital Funds 0 0 0 0.00 0.00
(e) Insurance Companies 0 0 0 0.00 0.00
(f) Foreign Institutional 0 0 0 0.00 0.00
Investors
(g) Foreign Venture Capital 0 0 0 0.00 0.00
Investors
(h) Any Other (specify) 0 0 0 0.00 0.00
Sub-Total (B)(1) 0 0 0 0.00 0.00
(2) Non-institutions
(a) Bodies Corporate 0 0 0 0.00 0.00
(b) Individuals - 0 0 0 0.00 0.00
i. Individual shareholders
holding nominal share
capital up to Rs. 1 lakh.
ii. Individual shareholders
capital in excess of Rs. 1
lakh.
(c) Any Other (specify) 0 0 0 0.00 0.00
Sub-Total (B)(2) 0 0 0 0.00 0.00
Total Public Shareholding 0 0 0 0.00 0.00
(B)= (B)(1)+(B)(2)
TOTAL (A)+(B) 11 1000000 0 100.00 100.00
(C) Shares held by Custodians 0 0 0 0.00 0.00
and against which
Depository Receipts have
been issued
GRAND TOTAL 11 1000000 0 100.00 100.00
(A)+(B)+(C)
(I)(b) Statement showing Shareholding of persons belonging to the category “Promoter and Promoter
Group”
Sr. No. Name of the shareholder Number Shares as a percentage of total number of shares {i.e.,
of shares Grand Total (A)+(B)+(C) indicated in Statement at
para (I)(a) above}
3
4
For definitions of “Public Shareholding”, refer to Clause 40A.
16
1. Mr.Sunil Buit 10 0.001
2. Mr.Satish Kagliwal 10 0.001
3. Mrs.Jeevanlata Kagliwal 10 0.001
4. Mr.Sunil Dixit 10 0.001
5. Mr.Shrirang Agarwal 10 0.001
6. Mr.Kashinath Iyer 10 0.001
7. Mr.Nandkshor Kagliwal 10 0.001
8. Nath Securities Limited 337000 33.70
9. Barkha Farms Pvt. Ltd. 337000 33.70
10. Akash Farms Pvt. Ltd. 15930 1.60
11. Ferry Fax Farms Pvt. Ltd. 310000 31.00
TOTAL 1000000 100.00
(I)(c) Statement showing Shareholding of persons belonging to the category “Public” and holding more
than 1% of the total number of shares – NOT APPLICABLE
of shares Grand Total (A)+(B)+(C) indicated in Statement at para
(I)(a) above}
1. NIL NIL NIL
TOTAL NIL NIL NIL
(I)(d) Statement showing details of locked-in shares – NOT APPLICABLE
Sr. No. Name of the shareholder Number of Locked-in shares as a percentage of total number of shares
locked-in {i.e., Grand Total (A)+(B)+(C) indicated in Statement at
shares para (I)(a) above}
1. NIL NIL NIL
TOTAL NIL NIL NIL
(II)(a) Statement showing details of Depository Receipts (DRs) - NOT APPLICABLE
Sr. No. Type of outstanding DR Number of Number of Shares underlying outstanding DRs as a
(ADRs, GDRs, SDRs, etc.) outstanding shares percentage of total number of shares
DRs underlying {i.e., Grand Total (A)+(B)+(C) indicated
outstanding in Statement at para (I)(a) above}
DRs
1. NIL NIL NIL NIL
TOTAL
(II)(b) Statement showing Holding of Depository Receipts (DRs), where underlying shares are in excess
of 1% of the total number of shares
Sr. No. Name of Type of outstanding Number of shares Shares underlying outstanding DRs as a
the DR DR (ADRs, GDRs, underlying percentage of total number of shares {i.e.,
Holder SDRs, etc.) outstanding DRs Grand Total (A)+(B)+(C) indicated in
Statement at para (I)(a) above}
1. NIL NIL NIL NIL
TOTAL NIL NIL NIL NIL
17
STATEMENT SHOWING SHAREHOLDING PATTERN
(POST DE-MERGER) AS ON 23/04/2004

gory shareholders number of shares held in percentage of total number
code shares dematerialized of shares
form
As a As a
(A+B)5 (A+B+C)

and Promoter Group6
(1) Indian
Undivided Family
Government(s)
(d) Financial Institutions/ 0 0 0 0.00 0.00
Banks
(e) Any Other 0 0 0 0.00 0.00
(specify)
Sub-Total (A)(1) 85 3163863 1796450 49.17 49.17
(2) Foreign
Individuals)
Sub-Total (A)(2) 0 0 0 0.00 0.00
Group (A)= (A)(1)+(A)(2)
5
6
18
form
As a As a
(A+B)7 (A+B+C)

(1) Institutions
Government(s)
Investors
Investors
Sub-Total (B)(1) 17 5522 0 0.09 0.09
(b) Individuals -
i. Individual shareholders 31048 2463997 1669182 38.30 38.30
holding nominal share 0 0 0 0.00 0.00
lakh.
Sub-Total (B)(2) 32445 3264615 2315851 50.74 50.74
(B)= (B)(1)+(B)(2)
TOTAL (A)+(B) 32547 6434000 4112301 100.00 100.00
and against which
been issued
GRAND TOTAL 32547 6434000 4112301 100.00 100.00
(A)+(B)+(C)
7
8
19
Group”
Sr. No. Name of the shareholder Number Shares as a percentage of total number of shares
of shares {i.e., Grand Total (A)+(B)+(C) indicated in
1. S.R.Attal 37574 0.58

2. Attal K.S. 37574 0.58
3. Ramprasad B.Attall 37574 0.58
4. Attal R.R. (HUF) 31601 0.49
5. Nandkishor Rasiklal agarwal 28600 0.44
6. Anvikar S.J. 11544 0.18
7. Anvikar R.P. 7238 0.11
8. Jayant K. Anvikar 6677 0.10
9. Sunita Laxminarayan Attal 6037 0.09
10. A.L.Attal 5515 0.09
11. Anvikar J.G. 5347 0.08
12. Sunita Attal 4400 0.07
13. Sureshchandra Attal 3832 0.06
14. Aniket R. Attal 3813 0.06
15. Anupam R.Attal 3813 0.06
16. Attal R.R. 3702 0.06
17. Akshay Attal 3410 0.05
18. Laxminarayan Attal (HUF) 2948 0.05
19. Rameshchandra R. Attal 2899 0.05
20. Prakash (HUF) 2564 0.04
21. Anvikar R.K. 2394 0.04
22. Prakashchandra R.Attal 2341 0.04
23. Rajgopal Ramprasad Attal 2297 0.04
24. S.P.Anvikar 2244 0.03
25. Ramprasad Bhagwandas Attal 2150 0.03
26. Rajendra J.Anvikar 2084 0.03
27. Anurag Radheshyam Attal 2075 0.03
28. Saroj Rameshchandra Attal 1897 0.03
29. V.V.Bhallad 1811 0.03
30. Narauanibai R.Attal 1737 0.03
31. Attal P.S. 1393 0.02
32. Laxminarayan S.Attal (HUF) 1364 0.02
33. Radheshyam S.Attal (HUF) 1276 0.02
34. Rajni Radheshyam Attal 1003 0.02
35. Kiran Sureshchandra Attal 713 0.01
36. Aruna Prakashchandra Attal 651 0.01
37. Ramesh HUF 616 0.01
20
38. R.S.Attal 558 0.01

39. K.G.Anvikar 558 0.01
40. Anirudh Alias Giriraj attal 541 0.01
41. Ritu Sureshchandra Attal 484 0.01
42. Geeta Anilchandra Anvikar 440 0.01
43. Ritu S.Attal 418 0.01
44. Mukund Anilchandra Attal 418 0.01
45. Attal L.S. 396 0.01
46. Rajagopal Attal HUF 352 0.01
47. Suchitra S.Attal 315 0.00
48. J.Kagliwal 293 0.00
49. Anvikar N.K. 288 0.00
50. Satyanarayan M.Baheti 286 0.00
51. Mithulal D.Baheti 286 0.00
52. Ramesh Attal HUF 242 0.00
53. Attal R.R. 176 0.00
54. Rajashree R.Attal 168 0.00
55. N.L.Kagliwal 147 0.00
56. Ramesh Attal 132 0.00
57. P.R.Attal 88 0.00
58. Attal S.R. 66 0.00
59. Fulabai Shriram Attal 66 0.00
60. Shrikishan R.Baheti 44 0.00
61. Snehal Attal 34 0.00
62. Sheetal P.Attal 34 0.00
63. Vijay Nandlal Baheti 22 0.00
64. Nandkishor Kagliwal 10 0.00
65. Satish Kagliwal 10 0.00
66. Sunil Dixit 10 0.00
67. Jeevanlata Kagliwal 10 0.00
68. Sunil Buit 10 0.00
69. Shrirang Agarwal 10 0.00
70. Kashinath Iyer 10 0.00
71. Nath Royal Ltd. 1081543 16.81
72. Nath Securities Ltd. 337000 5.24
73. Barka Farms Pvt.Ltd. 337000 5.24
74. Ferry Fax farms Pvt.Ltd. 310000 4.82
75. Jeevan Inv.& Fin. Pvt.Ltd. 179365 2.79
76. Nath Holding & Inv. Pvt.Ltd. 124982 1.94
77. Nath Biotechnologies Ltd. 101200 1.57
21
78. Nath Pulp & Paper Mills Ltd. 67940 1.06
79. Tingli Finvest Pvt.Ltd. 62177 0.97
80. Nath Capital & Fin.Services Ltd. 53940 0.84
81. Paresh Farms Pvt.Ltd. 53218 0.83
82. Swamini Leasing & Investment 53064 0.82
.Pvt.Ltd.
83. Prabha Farms Pvt.Ltd. 53042 0.82
85. Akash Farms Pvt.Ltd. 15930 0.25
TOTAL 3163863 49.17
(I)(a) above}
1. NIL NIL NIL
TOTAL NIL NIL NIL
1. NIL NIL NIL
TOTAL NIL NIL NIL
DRs
1. NIL NIL NIL NIL
TOTAL
1. NIL NIL NIL NIL
22
STATEMENT SHOWING SHAREHOLDING PATTERN AS ON DATE 31.03.2013
form
As a As a
(A+B)9 (A+B+C)

and Promoter Group10
(1) Indian
(a) Individuals/ Hindu 5 470 0 0 0
Undivided Family
(b) Central Government/ State 0 0 0 0 0
Government(s)
(e) Any Other 0 0 0 0.00 0.00
(specify)
Sub-Total (A)(1) 20 7652743 6874030 47.81 47.81
(2) Foreign 0 0 0 0 0
Individuals)
Sub-Total (A)(2) 0 0 0 0.00 0.00
Group (A)= (A)(1)+(A)(2)

(1) Institutions
Government(s)
Investors
9
10
09
10
11
23
Investors
Sub-Total (B)(1) 18 4805522 3508110 30.03 30.03
(b) Individuals - 31109 2745117 2003935 17.15 17.15
i. Individual shareholders
capital in excess of Rs. 1 0 0 0 0 0
lakh.
Sub-Total (B)(2) 32506 3545735 2588466 22.16 22.16
(B)= (B)(1)+(B)(2)
TOTAL (A)+(B) 32544 16004000 12970606 100.00 100.00
and against which
been issued
GRAND TOTAL 32544 16004000 12970606 100.00 100.00
(A)+(B)+(C)
Group”
(I)(a) above}
1. Akash Farms Pvt Ltd 1865930 11.66

2. Ashu Farms Private Limited 1850000 11.56
3. Nath Royal Ltd 1081543 6.76
4. Tingli Finvest Pvt Ltd 632177 3.95
5. Nath Securities Ltd 337000 2.11
6. Barkha Farms Pvt Ltd 337000 2.11
7. Ferry Fax Farms Private Limited 310000 1.94
8. Pithambar Farms Private Limited 250000 1.56
9. Arati Farms Private Limited 250000 1.56
10. Jeevan Investment & Fin Pvt Ltd 179365 1.12
11. Nath Holding & Inv Pvt Ltd 124982 0.78
12. Nath Biotechnologies Ltd 101200 0.63
13. Nath Pulp & Paper Mills Ltd 67940 0.42
14. Nath Capital & Fin Services Pvt 53980 0.34
15. Paresh Farms Pvt Ltd 53218 0.33
16. Swamini Leasing & Inv Pvt Ltd 53064 0.33
17. Prabha Farms Pvt Ltd 53042 0.33
18. Nath Securities Ltd 51832 0.32
19. J N Kagliwal 293 0.00
24
20. N L Kagliwal 147 0.00
TOTAL 7652743 47.82
(I)(a) above}
1. NIL NIL NIL
TOTAL NIL NIL NIL
1. NIL NIL NIL
TOTAL NIL NIL NIL
DRs
1. NIL NIL NIL NIL
TOTAL
1. NIL NIL NIL NIL
4. There shall be only one denomination for the Equity Shares of the C ompany, subject to applicable
regulations and the company shall comply with such disclosure and accounting norms specified by
SEBI, from time to time.
5. The Transferee Company has 32547 members as on the date of filing this Information Memorandum.
25
III. OBJECTS OF THE SCHEME OF ARRANGEMENT
Nath Seeds Limited, a listed com pany with BSE, ASE and NSE, is a nam e to reckon with in the field of
research and development of high quality, high yielded hybrid seeds and plant biotechnology. The company
belongs to the renowned “Nath Group”, which is a diversified group having interests in Paper, chemicals and
biotechnology business.
Nath Seeds Limited was carrying on its business activities in three different divisions, viz. Corporate Farming
Division, Seeds Division and Plantation Division. T he company has a n elaborate res earch and development
center at Aurangabad in the state of Maharashtra and is constantly engaged in various research and development
activities to produce high quality, high yielded hybrid seeds.
In order to have a more focused business, the management of Nath Seeds Limited had decided to de-merge the
company into three separate entities. Acco rdingly, Nath Seeds Limited had formulated a Sch eme of
Arrangement and filed it before the Hon’ble High Court of Bombay for approval.
The objective of the Scheme was mainly to split and transfer the business of Nath Seeds Limited (the Transferor
company) to the new companies. Accordingly, Nath Seeds Limited (the Transferor company) had transferred its
business of Seeds Division to Nath Bio-Genes (India) Limited, Corporate Farming division to Agri-Tech (India)
Ltd., and retained the Plantation Division with itself.
THE MAIN FEATURES OF THE SCHEME OF ARRANGEMENT

1. Nath Seeds Limited (the transferor company) is having its registered officer Nath House, Nath Road,
Aurangabad (Maharashtra). The company was en gaged in th e business activities with its t hree
divisions, viz. Seeds Division, Corporate Farming Division and Plantation Division.
2. The company had filed the Scheme of Arrangement before the Hon’ble High Court of Bombay on
14/03/2001 for approval and the Hon’ble High Court of Bombay approved the Scheme vide its order
dated 27/08/2003.
3. Pursuant to the Scheme of Arrangement, Nath Seeds Limited had been de-merged in to three separate
entities, viz. Nath Bio-Genes (India) Ltd., Agri-Tech (India) Ltd. and Nath Seeds Limited.
Accordingly, the Seeds Division of the company has been transferred to Nath Bio-Genes (India) Ltd.,
along with all the assets and liabilities.
2. The Scheme of Arrangement became operational from the appointed date, which is 1st January, 2001.
3. The entire business including all assets and liabilities pertaining to the Seeds Division of Nath Seeds
Limited (the transferor company) as on the appointed date shall stand transferred to and vested in the
name of Nath Bio-Genes (India) Ltd. on a going concern basis.
4. The Paid-up Share Capital of Nath Seeds Limited is Rs.24.70 Crore divided into 2,47,00,000 Equity
Shares of Rs.10/- each out of whic h Rs.5.43 Crore divided into 54,34,000 Equity Shares of Rs.10/-
each shall be transferred to Nath Bio-Genes (India) Ltd. Upon the Scheme coming into effect, the Paid-
up Capital of Nath Seeds Limited shall be reduced from Rs.24.70 Crore to Rs.14.,33 Crore divided into
1,43,26,336 Equity Shares of Rs.10/- each and the Paid-up Capital of Nath Bio-Genes (India)Ltd., shall
be Rs.6.43 Crore divided into 64,34,000 Equity Shares of Rs.10/- each.
5. Upon the Scheme becoming operative, in consideration of the transfer of and vesting of the undertaking
the seed division of the Nath Seeds Ltd., (the transferor Company) in Nath Bio-Gene (India) Ltd., in
terms of the scheme, Nath Bio-Gene (India) Ltd., shall without any further application or deed issue
and allot to every member of Nath Seeds Ltd., (other than Nath Bio-Gene) holding fully paid-up equity
shares in Nath Seeds and whose names appear in the Regis ter of members of Nath Seeds on such date
thereinafter called the “Record Date” as th e Board of Directors of Nath Bio-Gene (India) Ltd., will
determine, his/her heirs, executors, administrators or the successors in title , as the case may be in
respect of every 100 equity shares of the face value of Rs.10/- each fully paid-up hel d by him/her/it in
26
Nath Seeds Ltd., 22 equity shares of the face value of Rs.10/- each of Nath Bio-Gene (India) Ltd.,
credited as fully paid-up with rights attached thereto.
APPROVALS WITH RESPECT TO THE SCHEME OF ARRANGEMENT

The Honorable High Court of Bombay vide its Order dated 27th August, 2003 had approved the Scheme of
Arrangement for de-merging Nath Seed s Limited to vertically split the company into three separate entities.
Pursuant to this Scheme, Nath Seeds Limited (the Transferor Company) had transferred the entire seeds division
together with all the assets and liabilities, to the Nath Bio-Genes (India) Ltd. (the Transferee Company) with
effect from 1st January, 2001, (the Appointed Date under the Scheme) under Sections 391 to 394 read with
Section 100 of the Companies Act, 1956. In accordance with and pursuant to the said Scheme, the Equity Shares
of Nath Bio-Genes (India) Ltd., issued subject to the applicable regulations shall be admitted to trading on BSE
and NSE. Su ch listing and admission for trading is not automatic and will be subject to such other terms and
conditions as may b e prescribed by the Stock Exchanges at the time of application by Nath Bio-Genes (India)
Ltd.
The aforesaid Court Orders were fi led by Nath Seeds Limited and Nath Bio-Genes (India) Limited with the
Registrar of Companies, Maharashtra on 9th October , 2003, which is th e effective date of th e Scheme of
Arrangement.
Subsequently, SEBI, vide its Letter CFD/DIL/192B/UR/41173/2005 dated 25th May, 2005 has granted
relaxation from the strict en forcement of th e requirements of Rule 19(2)(b) of the Securities Contract
(Regulation) Rules, 1957 for the purpose of listing of shares of Nath Bio-Genes (India) Ltd. subject to the
transferee company viz. Nath Bio-Genes (India) Ltd., complying with all the provisions of Clause
8.3.5 of th e SEBI (DIP) Guidelines, 2000. Nath Bio-Genes (India) Ltd., has submitted its I nformation
Memorandum containing information and 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.
Nath Bio-Genes (India) Limited will publish an adve rtisement in the newspa pers containing the details in line
with the details as per Clause 8.3.5.4 of the SEBI (DIP) Guidelines, 2000.
Nath Bio-Genes Li mited also undertakes that all material information about itself shall b e disclosed to Stock
Exchanges on a continuous basis so as to make the same available to public.
STATEMENT OF TAX BENEFITS

As per the present provisions of Income-tax Act, 1961 (hereinafter referred to as "the Act") and other laws as
applicable for the time being in force in India, the following tax benefits are available to the Company and to the
shareholders of the Company, subject to fulfillment of prescribed conditions:
A. To the Company under the Income Tax Act, 1961 ('the Act')
1 Under Section 32 of the Act, the Company is entitled to claim depreciation allowance at the prescribed
rates on all its tangible and intangible assets acquired and put to use for its business.
2 Under Section 10(34) of the Act, dividend income (whether interim or final) received by the Company
from any other domestic company (in which the Company has invested) is exempt from tax in the
hands of the Company.
3 The income received by the Company from distri bution made by any mutual fund specified under
Section 10(23D) of the Act or from the Administrator of the specified undertaking or from the specified
companies referred to in Sectio n 10(35) of the Act is ex empt from tax in the hands of the Company
under Section 10(35) of the Act.
4 Under Section 10(38) of the Act, the Long-term Capital Gains arising on transfer of any listed equity
shares in an y other company or units of equity oriented mutual funds, which are chargea ble to
Securities Transaction Tax, are exempt from tax in the hands of the company.
27
5 As per the provisions of Section 112(1)(b) of t he Act, other Long-term Capital Gains arising to the
Company are subject to tax at the rate of 20% (plus applicable surcharge and education cess). However,
as per the Proviso to that section, the long-term capital gains resulting from transfer of listed securities
or units [not covered by section 10(36) and 10(38) of the Act], are subject to tax at the rate of 20% on
long-term capital gains worked out after considering indexation benefit (plus applicable surcharge and
education cess), which would be restricted to 10% of Lo ng-term capital gains worked out without
considering indexation benefit (plus applicable surcharge and education cess).
6 As per the provisions of section 111A of the Act, Short-term Capital Gains arising to the Company
from transfer of any listed Equity Shares in any other company or f rom sale of uni ts of any equity
oriented mutual fund defined in Section 10(38) of the Act, are subject to tax @ 10%(plus applicable
surcharge and education cess), if such a transaction is subjected to Securities Transaction Tax.
7 In accordance with and subject to the conditions speci fied in Section 54EC and Section 54ED of the
Act, the Company would be entitled to exemption from tax on Long-term Capital Gain [not covered by
section 10(36) and section 10 (38) of the Act] if such capital gain is invested in any of the long-term
specified assets (hereinafter referred to as the "new asset") to the extent and in the manner prescribed in
the said sections. If the new asset is transferred or converted into money at any time within a period of
three years in case of new assets specified in Section 54EC and within a period of one year in case of
new assets specified in Section 54ED, from the date of its acquisition, the amount of capital gains for
which exemption is av ailed earlier wou ld become chargeable to tax as l ong term capital gains in the
year in which such new asset is transferred or converted into money. 8 As per the provisions of section
88E of th e Act, where the bu siness income of the Company includes profits and gains from sale o f
securities liable to Securities Transaction Tax, a rebate is allowable from the amount of income tax on
such business income, to he extent of Securities Transaction Tax paid on such transaction. The amount
of rebate shall, however, be limited to the amount of income tax arrived at by applying the average rate
of income tax on such business income.
B. To the Shareholders of the Company
I. Resident Shareholders
1. Under Section 10(34) of the Act, dividend (whether interim or final) received from a
domestic company is exempt from tax in the hands of the resident shareholders of the
Company.
2. Under Section 10 (38) of the Act, the Long-term Capital Gain arising on transfer of
any listed equity shares in any other company or units of equity oriented mutual fund,
which are chargeable to Securities Transaction Tax, are exempt from tax in the hands
of the resident shareholders.
3. As per the provisions of Section 112(1)(a) of the Act, other Long-term Capital Gains
arising to the resident shareholders are subject to tax at the rate of 20% (plus
applicable surcharge and education cess). However, as per Proviso to that section, the
long-term capital gains resulting from transfer of listed securities or units [not
covered by section 10(36) and 10(38) of the Act], are subject to tax at the rate of 20%
on long term capital gains after co nsidering the indexation benefit (plus applicable
surcharge and education cess), which would be restricted to 10% of long term capital
gains without considering the indexation benefit (plus applicable surcharge and
education cess).
4. As per the provisions of section 111A of the Act, Short-term Capital Gains arising to
the resident shareholders from the transfer of any listed Equity Shares in a co mpany
or units of equity oriented mutual fund defined in sectio n 10(38) of the Act, are
subject to tax @ 10 % (plus applicable surcharge and education cess) if s uch a
transaction is subjected to Securities Transaction Tax.
5. As per the provisions of section 88E of the Act, where the business income of an
assessee includes profits and gains from sale of securities liab le to Securities
28
Transaction Tax, a rebate is allowable from the amount of income tax on such
business income, to the extent of Securities Transaction Tax paid on such
transactions. The amount of rebate shall, however, be limited to the amount of
income tax arrived at by applying the average rate of i ncome tax on su ch business
income.
6. In accordance with and subject to the conditions specified in Section 5 4EC and
Section 54ED of the Act, the resident shareholders would be entitled to ex emption
from tax on Long-term Capital Gains [not covered by section 10(36) and section 10
(38) of the Act], if such capital gains are invested in any of the long-term specified
assets (hereinafter referred to as the " new asset") to the extent and in the manner
prescribed in the said sections. If the new asset is transferred or converted into money
at any time within a period of three years in case of new assets specified in Section
54EC and w ithin a period of one year in case of new assets specified in Section
54ED, from the date of its acquisition, the amount of capital gains for which
exemption is av ailed earlier wou ld become chargeable to tax as l ong term capital
gains in the year in which such new asset is transferred or converted into money.
7. In case of a shareholder being an individual or a Hindu Undivided Family, in

accordance with and subject to the conditions and to the extent provided in Section
54F of the Act, the shareholder is en titled to exemption from Long-term Capital
Gains arising from the transfer of any long term capital asset, not being a residential
house [not covered by sections 10 (36) and 10 (38) of t he Act], if the net
consideration is invested for purchase or construction of a residential house. If part of
the net consideration is invested within the prescribed period in a residential house,
such gains would not be chargeable to tax on a proportionate basis. If, such new
residential house in which the investment has been made is tran sferred within a
period of three years from the date of its purchase or construction, the amount of
capital gains for which the exemption was availed earlier wo uld be taxed as lon g-
term capital gains of the year in which such residential house is transferred.
II. Mutual Funds

In case of a shareholder being a M utual fund, as per the provisions of Section
10(23D) of the Act, any income of Mutual Funds registered under the Securities and
Exchange Board of India Act, 1992 or Regulations made there under, Mutual Funds
set up by public sector banks or public financial institutions and Mutual Funds
authorized by the Reserve Bank of India are exempt from income-tax, subject to the
conditions notified by Central Government in this regard.
III. Non-Resident / Non-Resident Indian Member

1 Dividend (both interim and final) income, if any, recei ved by the nonresident/non-
resident Indian shareholders from the domestic company shall be e xempt under
Section 10(34) read with Section 115-O of the Act.
2 Benefits outlined in Paragraph B(I) abo ve are also available to a nonresident/non-

resident Indian shareholder except that under first proviso to Section 48 of the Act,
the capital gains arising on tran sfer of cap ital assets bein g shares of an Indian
Company need to be computed by converting the cost of acquisition, expenditure in
connection with such transfer and full value of the consideration received or accruing
as a resu lt of the transfer into the same foreign currency in which the shares were
originally purchased. The resultant gains thereafter need to be reconverted into Indian
currency. The conversion needs to be at the pre scribed rates prevailing on dates
stipulated. Further, the benefit of indexation is not available to non-resident
shareholders.
3 Benefits outlined in Paragraph A(8) above are also applicable to the nonresident/non-
resident Indian shareholder.
4 As per Section 90(2) of the Act, the provisions of the Act would prevail over the
provisions of the tax treaty to the extent they are more beneficial to the non-
29
resident/non-resident Indian shareholder. Thus, a n on-resident/nonresident Indian
shareholder can opt to be governed by the beneficial provisions of an applicable tax
treaty.
5. Capital gains tax - Options available to a non-resident Indian under the Act: Non -
resident Indian: As per Section 115C (e) of the Act, a 'non-resident Indian' means an
individual, being a citizen of India or a person of Indian origin who is not a 'resident'.
As per the Explanation to the said clause, a person shall be deemed to be of Indian
origin if he, or either of his parents or any of his grandparents, was born in undivided
India.
6. Where shares have been subscribed in convertible foreign exchange, the nonresident
Indians [as defined in section 115C (e) of the Act], being shareholders of an Indian
company, have the option of being governed by the provisions of Chapter XII-A of
the Act, which, inter alia, entitles them to the following benefits in respect of income
from shares of an Indian com pany acquired, purchased or subscribed to in
convertible foreign exchange:
As per the provisions of section 115D read with section 115E of the Act and subject
to the conditions specified therein, long term capital gains (in cases not covered
under section 10(38) of the Act) arising on transfer of an Indian company's shares,
will be subject to tax at the rate of 10 percent (plus applicable surcharge on tax and
education cess on tax and surcharge), without indexation benefit.
As per the provisions of section 115F of th e Act and subject to the conditions
specified therein, gains arising on transfer of a long term capital asset (in cases not
covered under section 10(38) of the Act) being shares in an Indian company shall not
be chargeable to tax if he entire net consideration received on such transfer is
invested within the prescribed period of six months in any specified asset or savings
certificates referred to in section 10(4B) of the Act. If part of such net consideration
is invested within the prescribed period of six m onths in any s pecified asset or
savings certificates referred to in section 10(4B) of the Act then such gains would not
be chargeable to tax on a pr oportionate basis. For th is purpose, net consideration
means full value of the consideration received or accrued as a result of the transfer of
the capital asset as reduced by any expe nditure incurred wholly and exclusively in
connection with such transfer.
Further, if the specified asset or savings certificates in which the investment has been
made is tran sferred within a p eriod of three years fro m the date of investment, the
amount of capital gains tax exempted earlier would become chargeable to tax as long
term capital gains in the year in which such specified asset or savings certificates are
transferred.
As per the provisions of section 115G of the Act, non-resident Indians are not
obliged to file a return of income under section 139(1) of the Act, if their only source
of income is income from investments or long term capital gains earned on transfer
of such investments or b oth, provided tax has been deducted at source from such
income as per the provisions of Chapter XVII-B of the Act.
Under section 115H of the Act, where the non-resident Indian becomes assessable as
a resident in India, he may furnish a declaration in writing to the Assessing Officer,
along with his return of income for t hat year under section 139 of the Act to the
effect that the Provisions of the Chapter.
XII-A shall continue to apply to him in relation to such investment income derived
from the specified assets for that year and sub sequent assessment years u ntil such
assets are converted into money.
As per the provisions of section 115I of the Act, a non-resident Indian may elect not
to be governed by the provisions of Chapter XII-A for any assessment year by
30
furnishing his return of income for that assessment year under section 139 of the Act,
declaring therein that the provisions of Chapter XII-A shall not apply to him for that
assessment year and accordingly his total income for tha t assessment year will be
computed in accordance with the other provisions of the Act.
IV. Foreign Institutional Investors (FIIs)

1. Dividend (both interim and final) income, if any, received by the s hareholder from
the domestic company shall be exempt under Section 10(34) read with Section 115O
of the Act.
2. Capital gains
Under Section 115AD, income (other than income by way of dividends referred in
Section 115O) received in respect of securities (other than units referred to in Section
115AB) shall be t axable at the rate of 20% (plus applicable surcharge on t ax and
education cess on tax and surcharge).
Under Section 11 5 AD, cap ital gains arising from transfer of securities (other than
units referred to in Section 115AB) which are not exempt under Section 10(38), shall
be taxable as follows:
Securities which are held for the period of upto or less than twelve months and where
such transaction is ch argeable to Securities Transaction Tax ("STT") l evied under
Chapter VII of the Finance (No. 2) Act of 2004, shall be taxable at the rate of 10%
(plus applicable surcharge on tax and education cess on tax and surcharge). Securities
other than those held for the period of upto or less than twelve months and where
such transaction is not chargeable to STT l evied under Chapter VII of the Finance
(No. 2) Act of 2004, shall be taxable at the rate of 30% (plus applicable surcharge on
tax and education cess on tax and surcharge);
Securities which are held for the peri od exceeding twelve months or more shall be
taxable at the rate of 10% (plus applicable surcharge on tax and education cess on tax
and surcharge). Such capital gains would be com puted without giving effect of
indexation as provided in the first and second proviso to Section 48. In other words,
the benefit of indexation, as mentioned under the two provisos would not be allowed
while computing the capital gains.
3. Long-term capital gains arising on transfer of equity shares in the Company, which is
held for the period of more than twelve months or more and where such transaction is
chargeable to STT, shall be exempt from tax under Section 10(38) of the Act.
4. Benefit of exemption under Section 54EC and 54ED shall be available as outlined in
Paragraph B(I)(6) above.
5. Benefit as outlined in Paragraph A(8) above are also available to FIIs.
6. As per Section 90(2) of the Act, the provisions of the Act would prevail over the
provisions of the tax treaty to the extent they are more beneficial to then non-
resident. Thus, a non-resident can opt to be governed by the beneficial provisions of
an applicable tax treaty.
Note: There is a legal uncertainty over whether a FII can elect to be governed by the
normal provisions of the Act, instead of the provisions of Section 115AD.Investors
are advised to consult their tax advisors in this regard.
C. Benefits available under the Wealth Tax Act, 1957

'Asset' as defi ned under section 2(ea) of the Wealth Tax Act, 1957, does n ot include share in
companies. Hence, the shares in companies are not liable to Wealth Tax.
D. Benefits available under the Gift Tax Act, 1958
31
Gift tax is not leviable in respect of any gifts made on or after October 1, 1998. Therefore, any gift of
shares will not attract gift tax.
Notes:
1. All the above benefits are as per the current tax law and will be available only to the first named holder
in case the shares are held by joint holders. Shareholder is advised to consider in his/her/its own case,
the tax implications of any new enactments which may change / modify the law.
2. In view of the nature of tax consequences, being based on all the facts, in totality, of the investors, each
investor is advised to consult his/her own tax advisor with respect to specific tax consequences.
32
IV. HISTORY
The Company was originally incorporated in the name and style of SHIVNATH FARMS PRIVATE
LIMITED under the Companies Act, 1956 as Pr ivate Limited Company which was converted into Public
Limited Company on 13th day of September 2000 under the name and style of "SHIVNATH FARMS LTD."
under the provisions of the Companies Act, 19 56 in the state of Maha rashtra, and later c hanged the name as
NATH BIO-GENES (INDIA) LTD., on 5th March, 2001 vide Certificate of Incorporation No. 11-72842 dated
5th March, 2001 issued by the Registrar of Companies, Maharashtra, Mumbai. The Registered Office of the
Company is situated at Nath House, Nath Road, Aurangabad – 431 005.
Pursuant to the Scheme of Arrangement approved by the Hon'ble High Court of Bombay vide its order dated
27.08.2003, the entire business and assets of Seeds Division of Nath Seeds Limited (Transferor Company) stand
transferred to and vested in Nath Bio-Genes (India) Limited (Transferee Company) w.e.f. 1st January, 2001.
MAIN OBJECTS OF THE COMPANY

1. To own or acquire and cultivate agricultural land
1A. To carry on the b usiness as cultivators, tillers, husbandrymen, nurserymen, seedsmen, agriculturists,
horticulturists, sericulturists, farmers, gardeners and producers of seeds with a view to raise crops ,
vegetables, plants, trees, fruits, flowers, herbs, shrubs, sprouts, bulbs, roots, creepers, garden plants,
grapes, viners, sugercane, cotton, tea, cocoa, coffee, rubber and products and process, treat and refine
seeds and to produce, breed and grow hybrid seeds, grains and farm produce and to grow, cultivate,
plant, produce, process, buy, sell, make marketable import, export or otherwise deal in agricultural,
horticultural, sericultural, botanical and garden products and farm products, grains, seeds, crops,
including commercial crops.
1B. To do scientific and industrial research and development, sale or give royalty or otherwise deal in the
products of research work, enter into research collaboration in India or abroad, give consultancy in the
field of research in India or abroad, to establish, provide, maintain, and conduct or otherwise subsidize
research laboratories and experimental workshops for scientific a nd technical research and
experimental and to and tests of all kinds and to promote studies and research, investigations both
scientific and technological by conducting agricultural schools, c olleges, training ce nters, research
centers, model towns and the like and providing for the remuneration of professors or teachers and by
providing for awards, scholarships, prizes and encourage, promote and reward studies, research and
investigations, experiments, tests and assist any of the business with the company is authorized to carry
on.
1C. To buy, sell manufacture, repair, alter, improve, exchange, let out on hire, import, export and otherwise
deal in all types of fertilizers, pesticides, agriculture and non agriculture inputs, implements, works,
plants, machinery, utensils, apparatus, produce material, substances, articles and other things capable of
being used for cultivation and irrigation.
1D. To buy, sell, let out on hire, give and take on lease, give and take on right to grow basis land, plantation
of all types.
1E. To produce seedlings by the use of Tissu e Culture, Biotechnologies in the field of cu ltivators, tillers
husbandry men, nursery men, seed men, agriculturist, horticulturists, sericulturists, farmers, gardeners
and producers of see ds with a vi ew of raise crops, vegetables, plants, trees, fruits, flowers, herbs,
shrubs, sprouts, bulbs, roots, creepers, garden plants, grapes, wines, sugar canes, cotton, tea, coca,
coffee and to process, treat and refined seeds and produce, breed and grow hybrid seeds, grains and
farm products and to grow, cultivate, plant, produce, process, buy, sell, make marketable, import,
export or o therwise deal in agricultural, horticultural, sericultural, botanical and garden products and
farm products, grains, seeds and crops.
33
Change in Memorandum of Association since the Company’s inception.
Sr.No. Date Particulars

1. 16/08/2003 Increase in Authorised Capital of the Company to
Rs.1,00,00,000/-
Rs.13,50,00,000/-
Rs.15,50,00,000/-
V. BUSINESS
Office location and other details of business transferred to the Company as per the Scheme of Arrangement.
Seed Division
The Seed Division of the com pany is located at Aurang abad in the stat e of Maha rashtra. The See d Division
comprises Research & Development Centre with state-of-the art laboratory equipments.
VI. PRODUCTS
Products Principal Raw Materials Principal End Users

Various types of hybrid Modified Genetic Seeds & Farmers
Seeds & Seed Saplings Germ Plasms
After the Scheme becoming effective, the Company will b e carrying on the same business of developing and
marketing of various types of hybrid seeds.
MANUFACTURING PROCESS
Selection of germplasm is the first stage of process. The Germ Plasms are crossed to produce the Foundation
Seed for various crops and hybrids.
The Foundation Seed is th en issued to growers and farmers for sowing and production of Commercial Seed.
This seed is tested for qu ality. If fo und O.K. it is p rocessed chemically treated and then packed into saleable
quantity.
RAW MATERIALS
Raw material used in Foundation Seed is genetically verified germ plasm, which are basic property of t he
company.
LAND, BUILDING AND PLANT & MACHINERY
Processing plant is located at Aurangabad (Maharashtra). Factory building consists total 1536 Sq.Mtrs over total
plot area of 3 Acres. The factory building consists of Production Hall, Finished Goods Godown, Raw Material
Godown, Dehumidified Godown and Store.
Plant machinery in this kind of industry is minimal. It is required for delinting and process of seed.
POWER, FUEL & UTILITIES
Main sources of the power is through the MSEB connections supplied to the company.
34
WATER
Water is mainly used for drinking and for other common purposes and is drawn through Municipal Corporation.
MANPOWER REQUIREMENTS
Total employees strength of the company as on the 30th September, 2012 are as under:
Sr. No. Department Employees

01. Production 40
02. Marketing 173
03. H.R. & A 9
04. Accounts & Finance 33
05. Purchase 3
06 I.T 3
07 Admin 10
EFFLUENT TREATMENT
Being an agriculture company, there is no significant problem of industrial effluents.
VII. MANAGEMENT OF THE COMPANY
Sr.N Name of the Age Father’s Name Residential Address Occupation

o. Director (Yrs)
1. Nandkishor 60 Laxminarayan “Akash”, Near Industrialist
Kagliwal Kagliwal Mahanubhav
Ashram,Paithan
Road, Aurangabad-
431 005.
2. Satish Kagliwal 49 Laxminarayan “Utsah”, Industrialist
Kagliwal Adalat Road,
Auranagabad – 431
005.
3. Hitesh Purohit 59 Rajnikant Purohit A-210, Saroj Villa Service
Samta Ngr, Ambadi
Rd, Vasai Rd-W
PO Bassein Road
4. Mr. Kashinath G. 60 Ganapathy Iyer F No. B - 6, Shanta Service
Iyer Ganga App.
Dashmesh Nagar
Aurangabad
The details regarding the Board of Directors is as follows:
1. Mr Nandkishor Kagliwal
Age : 66 years
PAN : AAGPK2869M
Position : Director
Date of Appointment : 29/03/2000
Mr.Nandkishor Kagliwal is a first generation entrepreneur who has set up Nath Group. He is the
Chairman & Managing Director of Nath Pulp & Paper Mills Ltd., the flagship company of the Group.
2. Mr.Satish Kagliwal
35
Age : 55 Years
PAN : AHKPK9953B
Position : Director
Mr.Satish Kagliwal is h aving rich experience in the field of a griculture especially in seeds business.
He is looking after the marketing net work of Nath Bio-Gene (India) Ltd.
3. Mr. Hitesh Purohit

Age : 59 years
PAN : ADMPP5960B
Position : Director
4. Mr. Kashinath G. Iyer

Age : 60 Years
PAN : AAJPI8357D
Position : Director
COMPENSATION TO DIRECTORS
The company pays Managerail Remuneration as per the extant guidelines, details being given in the Audited
Balance Sheet Note. 32
PROMOTERS AND THEIR BACKGROUND

Details of Promoters companies
1. Nath Seeds Limited

2. Nath Bio-Genes (India) Limited
3. Nath Biotechnologies Limited
4. Global Transgenes Limited
Committed to provide quality products, Nath Bio-Gene (India) Ltd., is the largest manufacturer of hybrid seeds
in the country. Mr. Nandkishor Kagliwal is the founder of entire Nath Group.
CORPORATE GOVERNANCE
Corporate Governance refers to a co mbination of laws, regulations, procedures and practices that enable
companies to attract financial and human capital, perform efficiently and thereby maximize long term value for
shareholders, including the society at large.
The Company is committed to good Corporate Governance practices that serve and protect the short and long
term interests of the stakeholders. It is Your Com pany because it belongs to you, the sha reholders. The
Chairman and Directors a re your fi duciaries and trust ees. Their objective is to ta ke the business forward to
maximize the long-term value/wealth
The provisions of the listing agreement to be entered into with the Stock Exchanges with respect to corporate
governance will be applicable to the Company immediately upon the listing of its Equity Sh ares on the Stock
Exchanges.
Mr. Nandkishor Kagliwal is Chairman of the Board. T he Board of the Company comprising four directors,
including two Independent Directors. Th e Board has also constituted the Audit Committee,
Shareholders/Investors' Grievance Committee as required under the Companies Act, 1956 and Clause 49 of the
Listing Agreement as under:
36
Director Designation Category Member of Audit Member of Investors’
Committee Grievance Committee
Mr..Nandkishor Director Promoter, Non- No No

Kagliwal Executive
Mr. Satish Managing Promoter, Executive Yes Yes
Kagliwal Director
Mr. Hitesh Director Independent, Non- Yes Yes
Purohit Executive
Mr. K. G. Iyer Director Independent, Non- Yes Yes

Executive
Change in Board of Directors of the Company since incorporation
Sr.No. Name of Director Date of Date of Cessation

Appointment
1 Mr.Sunil Buit 12/07/1998 30/08/1999
2. Mrs.Jeevanlata Kagliwal 12/07/1998 30/08/1999
3. Mr.Srirang Agarwal 12/07/1998 10/09/2003
4 Mr.Nandkishor Kagliwal 30/08/1999 NA
5 Mr.Satish Kagliwal 30/08/1999 NA
6 Mr.S.U.Baig 10/09/2003 NA
7 Mr Akash Kagliwal 30/03/2007 10/10/2012
8 Mr. Mohammed Samad Ullah 10/09/2003 10/10/2012
Baig
9 Mr. Hitesh Purohit 10/10/2012 NA
10 Mr. Kashinath Iyer 10/10/2012 NA
The role, powers, scope of functions and duties of the Audit Committee, Shareholders/Investors' Grievance
Committee and Remuneration/Compensation Committee of the Board are as per the applicable provisions of the
Companies Act, 1956 and Clause 49 of the Listing Agreement.
AUDIT COMMITTEE
Committee Members:
Name of Director Position held in the Committee

Mr.Kashinath Iyer Chairman
Mr. Hitesh Purohit Member
Mr. Nandkishor Kagliwal Member
The Audit Committee consists of two Independent, Non-Executive Directors.
Functions of Audit Committee

The functions of the Audit Committee include:
 To review the Company’s financial reporting process and its financial statements.
 To review the accounting and financial policies and practices.
 To review the efficacy of the inte rnal control mechanism and m onitor risk management policies
adopted by the Company and ensure compliance with regulatory guidelines.
 To review reports furnished by the internal and statutory auditors and ensure that suitable follow-up
action is taken.
 To examine accountancy, taxation and disclosure aspects of all significant transactions.
37
The terms of refere nce of this Com mittee are wide enough covering the matters specified under the Listing
Agreement.
SHAREHOLDERS GRIEVANCE COMMITTEE

The Shareholders Investor Grievances & Share Transfer Approval Committee comprising of three directors has
been constituted with the necessary powers to carry out Share transfers, dematerialization/re-materialization of
shares as well as handling shareholders/investor grievances. In short, the terms of reference of the Committee
include, redressal of shareholders and investors complaints regarding transfer and transmission of shares,
dematerialization of s hares and issue of duplicate share certificates, non-receipt of Balance Sheet etc. T he
Committee oversees the pe rformance of the Registrar and Transfer Agents of t he Company and recommends
measures for the overall improvement in the quality of investor services.
Committee Members:
Name of Director Position held in the Committee

Mr.Kashinath Iyer Chairman
Mr. Hitesh Purohit Member
Mr. Nandkishor Kagliwal Member
Name of Compliance Officer
Ms.Rabina Talbani is the compliance officer of the Company.
Shareholding of Directors
Sr.No. Name of the Director No.of Shares
1. Mr.Nandkishor Kagliwal 10
2. Mr.Satish Kagliwal 10
Interest of the Directors

The other than reimbursement of ex penses incurred for the Company, the directors of the Company have no
other interest in the Company.
Key Managerial Personnel

As per the Scheme of Arrangement, all the employees of the transferor Company who are in its employment of
the effective date of the scheme shall as from such date, become the employees of the transferee Company on
the basis that their services have not been interrupted by the vesting of t he undertaking of the transferor
Company.
Accordingly details of Key Managerial Personnel being transferred from the transferor company are as follows:
Key Managerial Persons are as under:

Sr. Name Age Father's Name Residential Designation
No. Address
01 Satish Kagliwal 53 Laxminarayan Kagliwal "Utsah" Adalat Director
Road,
Aurangabad
02. Samadullah Baig 58 Usman Baig Dilras Colony, Director
Aurangabad
03. Devinder Khurana 53 Gursharan Khurana 63, Shreya S. V. P. (F & A)
Nagar,
Aurangabad
04. Naveed Maghrabi 49 Usman 35 Juna Mondha, S. G.M. (Mktg)
Nr. Abhinay
Theatre,
Aurangabad
05. Prabhakar Ambulgekar 48 Suryakant Ambulgekar 55, Jyoti – Nagar, D.G.M. (Prod)
Aurangabad
06. Gajanan Biradar 42 Laxman Biradar 236, Samarth A.G.M. (Q.C.)
Nagar,
Aurangabad
38
Shareholding of the Key Managerial Personnel
Mr.Satish Kagliwal, Director, is holds 10 equity shares in the Company.
Bonus or Profit Sharing Plan for Key Managerial Personnel

The bonus is payable as per the policy of the Company as applicable to all employees. There is no profit sharing
plans.
Change in Key Managerial Personnel since inception

There is no change in Key Managerial Personnel.
VIII. MANAGEMENT DISCUSSION & ANALYSIS OF THE

FINANCIALCONDITION AND RESULT OF OPERATIONS AS REFLECTED
IN THE FINANCIAL STATEMENTS
(a) SEED INDUSTRY

Indian Seed Industry has grown in size and level of performance over the past four decades and today
is one of the largest in the world. Seed is the most important input component for productive
agriculture. In the significant advances that India made in agriculture in the last four decades, the role
of the seed sector has been substantial. The expansion of seed industry has occurred in parallel with
growth in agricultural productivity. Given the fact th at sustained growth to cope with increasing
demand would depend more and m ore on the pace of development and a doption of i nnovative
technologies, the seed would continue to be a vital component for decades to come.
Over the decades the growth of organized seed industry of the country has been phenomenal. India is
one of the few countries where the seed sector is already reasonably advanced
Today with an overall t urnover of Rs.5000 crores, out of which the private sector accounts for 70% in
terms of market share, Indian seed industry is poised for a leap.
(b) MANGEMENT PERCEPTION OF RISKS AND CONECERNS

Though the company has a significant presence in the Indian seed industry, competition from domestic
as well as international players come as a spee d breaker for the company in its journey to gai n a
substantial market share. The company proposes to address these risks by continuous production and
development of n ew breed and species of high quality hybrid seeds, focused efforts to study the
farmers’ genuine requirements and al so by diversifying existing market network and enhancing the
existing relationships with dealers/customers.
(c) PERFORMANCE
Financial Performance of the Company
(Rs. in lakh)
Particulars 31/03/2012 33/03/2011 31/03/2010
Sales 12391.53 10040.66 9088.91
Profit before Dep. & 1697.91 1407.76 1185.98
Interest
Depreciation 470.00 474.65 491.24
Net Profit 920.06 795.6 232.94
EPS (Rs.) 5.75 12.37 3.16
(d) FUTURE OUTLOOK

At present the Seeds Division of Transferor Company which has been de-merged into the Transferee.
This includes land, building, plant & m achinery and the operational technology, indeed, a t otal
operating undertaking. The de-merger of the transferor Company into the transferee Company would
ensure expansion in the Company’s business leading to growth in profits.
39
The Scheme of Arrangement will p rovide a strong resource base and focused business environment,
which would enable the Company to undertake expansion and growth of the business more rapidly and
advantageously.
(e) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls commensurate with the size and nature of
business of the Company to ensure adequate protection of the Company’s resources, provision of
accurate and s peedy financial statement and reports and compliance with th e Company policies and
procedures, and legal obligations.
The Company has a balanced organization structure, well-defined authority levels and set guidelines
and rules for conducting business transactions and to promote ethical conduct. The Company’s Internal
Auditors conduct audit to ensure adequacy of i nternal control systems, adherence to management
instructions and policies and compliance with laws and regulations of the co untry. The Internal Audit
Reports are circulated to the Management who initiates action where appropriate and the action taken
reports of the management is considered and discussed by the Audit Committee.
(f) DEVELOPMENT IN HUMAN RESOURCES

Employees are t he future of our company and t he organization continues to develop the internal
capabilities of its people through various training and development initiatives.
The Company continued with initiatives to develop its employees at professional and personal levels. A
sizeable number of em ployees have undergone training that accord a n opportunity to s harpen their
skills, improve their performance and widen their perspective.
Company has also put in pl ace a sy stem of performance appraisal to ensure a di rect link betwee n
employees’ performance and their variable pay as well as training needs. Company has a strong belief
that to attract, retain and nurture the optimal talent, effective management of human capital is
imperative and to that end, it consistently strives toward improvement in the standards of environment,
occupational health and safety of all its employees as well as at the work place. This not only improves
productivity but also provides a safe and healthy environment and an atmosphere of congeniality.
CURRENCY OF PRESENTATION
In this Information Memorandum all references to "Rupees" or "Rs." are to Indian Rupees, the legal currency
of the Republic of India.
DIVIDEND POLICY
Dividend is intended to be declared based on the quantum and availability of future profits and will be disbursed
based on shareholder approval based on the recommendation of the Board of Directors.
The Company has not paid any dividend in the past.
40
IX. FINANCIAL INFORMATION OF NATH BIO-GENES (INDIA) LIMITED
AUDITORS' REPORT
To,
THE MEMBERS
1. We have audited the a ttached Balance Sheet of NATH BIO-GENES (INDIA) LIMITED as at 31st
March 2012, the Statement of Profit and Loss and the C ash Flow Statement of the Company for the year
ended on that date annexed theret o. These financial statements are the responsibility of the Company's
Management. Our responsibilit y is to express an op inion on thes e financial statements based on our
audit.
2. We conducted our audit i n accordance with auditin g standards generally accepted in Indi a. Those
Standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement. An audit also includes exa mining, on a tes t
basis, evidence supporting the am ounts and disclo sures in the financial statements. An audit also
includes assessing the a ccounting principles used and significant esti mates made by management, as
well as evaluating the overall financial statement presentation. We believe t hat our audit provides a
reasonable basis for our opinion.
3. As required by the Com panies (Auditor’s Report) Order, 2003 (as amended) issued by the Central
Government of India in term s of Section 227 (4A) o f the Companies Act, 1956 (hereinafter referred to
as the "Act") we enclose in the Annexure a st atement on the matters specified in paragraphs 4 and 5 of
the said Order to the extent applicable to the Company.
4. Further to our comments in the Annexure referred to in paragraph (3) above, we report that:
a) Trade discount amounting to Rs. 9,21,14,473 (Previous year Rs. 8,12,62,877) has been shown in
the Statement of Profit and Loss which should have been netted off from the Sales. Had this
treatment been made, the sales for the year would have been Rs. 1,14,70,38,809 (Previous year Rs.
92,28,03,702) instead of Rs. 1,23,91,53,282 (Previous year Rs. 1,00,40,66,579) as shown in Note
26D.
b) Certain accounts of Sundry Debtors, Creditors, Unsecured Loans, Employees Account, Loans and
Advances (including advances given to growers and inter transfer party balances) are subject to
confirmations and reconciliation. Refer Note No. 29.
c) On the basis of written representations received fr om the Dir ectors of the Com pany as on 31st
March 2012 and taken on record by the Board of Directors, we report that no ne of the directors is
disqualified from being appointed as a Director of the Company in terms of section 274( 1)(g) of
the Act.
d) Subject to what is stated at paragraphs (b) above we have obtained all t he information and
explanations which to the best of our knowledge and belief were necessary for the purposes of our
audit;
e) Subject to what is stated at paragraphs (a) above, in our opinion, proper books of account as
required by law have been kept by the Company so far as it appears from our examination of those
books;
41
f) Proper returns for the purposes of our audit have been received from the branches not visited by
us;
g) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report
are in agreement with the books of account;
h) Subject to what is stated hereinabove, in our opinion, the Balance Sheet, Statement of Profit and
Loss and Cash Flow Statement dealt with by this report have been prepared in compliance with the
Accounting Standards referred to in Section 211(3C) of the Act, to the extent applicable;
i) In our opinion and to the best of our information and according to the explanations given to us, the
said read together with Si gnificant Accounting Policies, Contingent liabilities and other Notes
appearing in said Schedu le and elsew here in the Financial Statements, and our comments in
Annexure referred to in paragraph (3) above, give the information required by the Act, i n the
manner so required and give a true and fair vi ew in conformity with the accounting pri nciples
generally accepted in India.
I. In the case of the Balance Sheet, of the state of affairs of the Com pany as at 31st March
2012; and
II. in the case o f the State ment of Profit a nd Loss of the profit of the Co mpany for the year
ended on that date.
III. in the case of Cash Flow Statement of the cash flows for the year ended on that date.
For Gautam N Associates

Firm Registration No 103117W
(Gautam Nandawat)
Partner
M No 32742
Place: Aurangabad
Dated: 04th Aug 2012
42
Annexure referred to in Para 3 of our report of even date to the Members of Nath Bio-Genes (India)
Limited for the period ended on 31st March 2012
i) a) The Company has maintained fixed assets records showing full particulars including quantitative
details and situation of its fixed assets including in respect of intangible assets.
b) As explained to us, so me of the fixed assets have been physically verified by the management
during the year according to the phased program of verification, which in our opinion, should
be such so as to cover more items of fixed assets with more frequency having regard to the size
of the Company and nature of its fixe d assets. As explained, discrepancies as may be noticed
on reconciliation with the fixed assets records as and when updated w ill be appropriately
adjusted and accounted for.
c) The Company has not disposed off substantial part of its fixed assets during the year.
ii) a) The Inventory has been physically verified during the year by the management. In our opinion,
the frequency of verifications is reasonable.
b) The procedures of phy sical verification of inv entories followed by the management are
reasonable and adequate in relation to the size of the Company and the nature of its business.
c) The Company is maintaining records of i nventory. The discrepancies noticed on verification

between the physical stock and book records have been properly dealt with in the books of the
account.
iii) a) The Company has taken l oans from ten companies covered in t he register maintained under
section 301 of the Act. The maximum amount involved during the year was Rs. 14,3 2,39,274
and the year end balance of loans taken from such parties was Rs. 6,13,56,709. There are one
Company covered in the register maintained under section 301 of Act, to which the Company
has granted loans. The maximum amount involved during the year was Rs. 2,65,50,000 and
the year end balance of loans granted to such parties was Rs. 2,65,50,000.
b) In our opinion, the terms and conditions including non charging of int erest on which the loans/
advances have been taken from / granted to com panies, firms or other partie s listed in the
register maintained under section 301 of the Act, are, pri ma facie not considered to be
prejudicial to the interest of the Co mpany for the reasons st ated in the Note No 18 to the
Financial Statements.
c) The company is regular in repaying the principal amounts as stipulated and has
been regular in the payment of interest, wherever applicable.
d) There are no overdue amounts of loans taken f rom or granted to com panies, firms
or other parties listed in the register maintained under section 301 of the Act.
iv) In our opinion and according to the information and explanations given to us, internal
control procedures are comm ensurate with the size of the C ompany and nature of
its business with regard to purchase of inventory, productio n of seeds, fi xed assets
and for the sale of goods. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal control.
43
v) a) A ccording to the inform ation and explanations given to us, we are of the opinion
that the transactions that need to be entered into th e register m aintained under
Section 301 of the Act, have been so entered.
b) In our opinion and according to the information and explanations given to us, the
transactions made in pur suance of contracts or ar rangements entered in the
register maintained under section 3 01 of the Act and ex ceeding the value of
rupees five lacs in resp ect of each party during the year co uld not be com pared
being specialized in nature.
vi) The Company has not accepted deposit within the meaning under section 58A and
58AA of the Act and Rules framed there under accepted during the year.
vii) In our opinion, the Company’s internal audit system needs to be strengthened by
expanding the scope and coverage.
viii) The Central Government has not prescribed for maintenance of cost records under
Section 209(1)(d) of the Act, for the products of the Company.
ix) a) According to the records of the Co mpany, the Company is regular in depositing
with appropriate authorities undisputed statutory dues in cluding Investor
Education and Protection Fund, Employee State Insurance a nd other statutory
dues applicable to it.
b) According to the information and explanations given to us, there are no dues
of Wealth Tax, Sales Tax, Custom Duty, cess, etc. as at 31st March 2012, which
have not been deposited on account of any dispute.
x) The Company does not have accu mulated losses as at 3 1st March 2012. The
Company has not incurred cash losses during the financial year ended on that date
as well as in the immediately preceding financial year.
xi) The Company has not defaulted in repa yment of dues to Banker and Financial
Institutions.
xii) In our opinion, the Company has not grante d any loans and advances on the basis
of security by way of pledge of shares, debentures and other securities.
xiii) In our opinion, the Company is not a ch it fund or a nidhi / m utual benefit
fund/society.
xiv) In our opinion, the Company is not deali ng or trading in shares, securities,
debenture and other investments.
xv) As per the infor mation and explanations given to us, the Company has not given
any guarantee for loans taken by others from banks or financial institutions.
xvi) In our opinion, the term loans have been applied for the purpose for which they
were raised.
xvii) According to the inform ation and explana tions given to us and on an overall
examination of the balance sheet of the Com pany, we report that generally no
funds raised on short-term basis have been used for long-term investment and
vice versa.
xviii) According to the inform ation and explan ations given to us, the Company has
made preferential allotment of shares during the year to companies covered in the
44
register maintained under section 301 of the Act. In view of the Schem e of
Arrangement as approved by the Hon’ble Bombay Hi gh Court, judicature at
Mumbai, in our opinion, the price at which the shares have been issued is not
prejudicial to the interest of the Company.
xix) According to the inform ation and explan ations given to us , during the year
covered by our audit report, the Company has not issued any debentures.
xx) The Company has not raised any money by public issues during the year.
xxi) During the course of our exam ination of the books and records of the Company,
carried out in accordance with the genera lly accepted auditing practices in India,
and according to the in formation and explan ations given to us, we hav e neither
come across any instance of fraud on or by the Com pany, noticed or reported
during the period, nor have we been informed of any such case by the
Management.
For Gautam N Associates

Firm Registration No 103117W
(Gautam Nandawat)
Partner
M No 32742
Place: Aurangabad
Dated: 04th Aug 2012
45
BALANCE SHEET AS AT 31 MARCH 2012
Amount in Rs.
NOTE
As at 31st March As at 31st
NO
2012 March 2011
I. EQUITY AND LIABILITIES
(1) Shareholders' Funds
a) Share Capital 3 160,040,000 64,340,000
b) Reserves & Surplus 4 297,244,068 205,237,705

c) Money Received against share warrant 0 0
457,284,068 269,577,705
(2) Share Application money pending
allotment - 95,700,000
(3) Non current Liabilities
a) Long Term Borrowings 5 7,738,004 15,815,311
b) Deferred Tax Liabilities - -
c) Other Long Term Liabilities - -
d) Long Term Provisions 6 14,129,000 12,010,000
21,867,004 27,825,311
(4) Current Liabilities
a) Short Term Borrowings 7 81,646,979 56,984,392
b) Trade Payables 8 163,604,549 130,228,031
c) Other Current Liabilities 9 474,599,378 440,613,679
d) Short Term Provisions 10 550,000 2,700,000
720,400,905 630,526,103
TOTAL
1,199,551,978 1,023,629,118
46
NOTE As at 31st March
As at 31st March 2011
NO 2012
II. ASSETS
(1) Non Current Assets
a) Fixed Assets
i) Tangible Assets 11 58,680,901 49,381,277
ii) Intangible Assets 11 149,989,377 183,513,724
iii) Capital Work In Progress - -

iv) Intangible assets under
development - -
208,670,278 232,895,001
b) Non Current Investments 12 5,056,075 13,675
c) Deferred Tax Assets (Net) 13 8,624,461 6,747,800

d) Long Term Loans and
Advances 14 15,000,000 15,000,000
e) Other Non Current Assets - -
28,680,536 21,761,475
(2) Current Assets
a) Current Investments - -
b) Inventories 15 657,556,828 637,368,469
c) Trade Receivables 16 124,520,284 76,298,470
d) Cash and Cash Equivalents 17 32,909,272 8,048,579

e) Short Term Loans and
Advances 18 134,555,152 31,053,416
f) Other Current Assets 19 12,659,628 16,203,709
962,201,164 768,972,642
TOTAL 1,199,551,977 1,023,629,119

Cash Flow Statement 1
NOTES FORMING PART OF
THE FINANCIAL STATEMENTS
AS PER OUR ATTACHED

REPORT OF EVEN DATE
For Gautam N Associates For and on behalf of the Board
FRN: 103117W
Gautam Nandawat Satish Kagliwal Akash Kagliwal
Partner Managing Director Director
M No 32742
Place : Aurangabad
Dated : 04 Aug 2012
47
STATEMENT OF PROFIT AND LOSS
FOR THE PERIOD ENDED 31ST MARCH, 2012
Amount in Rs.
NOTE For year ended on For the year
PARTICULARS NO. 31st March 2012 ended on 31st
March 2011
REVENUE
Revenue from operations 20 1,239,153,282 1,004,066,579
Other Income 21 9,080,097 6,298,322
1,248,233,379 1,010,364,901
EXPENDITURE
Purchase of stock in trade 22 61,104,134 30,487,285
Production Expenses 371,294,678 253,748,826
Change in Inventories 23 (23,229,166) 57,777,229
Employees Benefits Expenses 24 92,180,552 62,473,088
Finance Costs 25 18,063,270 18,753,582
Depreciation and Amortisation 46,999,560 47,465,745
Other Expenses 26 577,091,911 465,101,733
1,143,504,940 935,807,488
PROFIT FOR THE YEAR BEFORE

PRIOR PERIOD EXPENSES 104,728,439 74,557,413
Prior period expenses 27 13,978,140 (1,993,902)
PROFIT /(LOSS) BEFORE TAX 90,750,299 76,551,315
Tax Expenses
Provision for Income Tax 550,000 2,700,000
Provision for Wealth Tax 70,597 53,282
Provision for Deferred Tax (Assets) (1,876,661) (5,762,760)
Profit for the year 92,006,363 79,560,793
Earning Per Shares - Basic 5.75 12.37
- Diluted 5.75 4.97
Cash Flow Statement 1
NOTES FORMING PART OF THE
FINANCIAL STATEMENTS
AS PER OUR ATTACHED REPORT OF

EVEN DATE
For Gautam N Associates For and on behalf of the Board
FRN : 103117W
Akash
Gautam Nandawat Satish Kagliwal Kagliwal
M No 32742
Place : Aurangabad
Dated : 04 Aug 2012
48
Note No 2-
SIGNIFICANT ACCOUNTING POLICIES:
A GENERAL
i) The Financial Statements are prepared on the basis of historical cost convention, on the accounting principles of a
going concern and in accordance with the applicable accounting standards. All the expenses and incomes to the extent
considered payable and receivable, respectively, unless specifically stated to be otherwise, are accounted for on
accrual basis.
ii) Interest on overdue debtors is accounted for as and when received, as the collection cannot be ascertained with
reasonable certainty.
iii)Sales return are accounted for / provided for in the year in which they pertain to, as ascertained till finalization of the
books of account.
iv) Compensation on account of crop quality discounts and claims for non-fulfillment of supply commitments etc are
accounted for as and when settled.
B FIXED ASSETS:
Fixed Assets are stated at cost including freight, duties, taxes and all incidental expenses related thereto.
C CAPITAL WORK-IN-PROGRESS
D DEPRECIATION / AMORTIZATION
i) Depreciation on Fixed Assets, except for Intangible Assets, Development and Research Assets (Seed Development
Know-How), is provided for on written down value method at the rates specified in Schedule XIV to the Companies Act
1956 (hereinafter referred to as the “Act”)
ii) Intangible assets such as Brands, Trade Marks, Marketing Rights, Development and Research Assets (Seed
Development Know-How) are amortized in ten equal yearly installments commencing from the year in which the
tangible benefits start accruing to the Company from such assets.
E RESEARCH AND DEVELOPMENT EXPENDITURE:
i) Research and Development expenditure is capitalized to Seed Development Know-how comprising of germ plasms,
nucleus and breeder seeds etc. The same is written off in ten equal yearly installments commencing from the year of
acquisition / incurring such expenditure.
ii) The expenditure incurred on new product development has been charged off to the Statement of Profit & Loss.
iii) Certain expenses to the extent of 20% are transferred to Research and Development expenses as considered
expedient by the management. Refer Note No 41
F INVENTORIES:
i) The inventories including sales returns are valued at lower of cost and net realizable value except as stated here
below. Cost is assigned on weighted average basis. Obsolete, defective and unserviceable stocks are provided for.
ii) Cost of finished products comprises the cost of processing and other cost incurred in bringing the inventories to their
present location & condition.
iii) Breeder seeds and seed parental lines are valued by the management on an estimated basis considering their
production potentiality and relied upon by the auditors being a technical matter.
G FOREIGN CURRENCY TRANSACTIONS:
i) Transactions in foreign currency are recorded at the rate prevailing on the date of the transaction.
ii) Current Assets and Current Liabilities in foreign currency outstanding as at the year-end are stated at the rates of
exchange prevailing at the close of the year. The resultant gains/losses of the year are recognized in the Statement of
Profit and Loss.
H GOVERNMENT GRANTS
i) Grants are accounted for where it is reasonably certain that the ultimate collection will be made.
ii) Grants relating to Fixed Assets in the nature of Project Capital Subsidy are credited to capital reserve.
iii) Others are credited to Statement of Profit and Loss.
I RETIREMENT BENEFITS:
Liability as at the year end in respect of retirement benefits is provided for and/ or funded and charged to Statement
of Profit and Loss as follows:
i) Provident Fund / Family Pensions:
At a percentage of salary/wages for eligible employees.
ii) Gratuity
The liability in respect of future payment of gratuity is changed and the same is provided based on the actuarial
valuation.
ii) Leave Encashment
The liability in respect of accumulated leave of the employees is provided based on the actuarial valuation.
J BORROWING COST
Borrowing cost directly attributable to acquisition, construction, production of qualifying assets are capitalized as a
part of the cost of such assets up to the date of completion. Other borrowing costs are charged to Statement of Profit
and Loss.
K TAXATION
i) Provision for Current Tax is made and retained in the accounts on the basis of estimated tax liability as per
applicable provisions of Income Tax Act 1961.
49
L AGRICULTURAL ACTIVITIES
i) Income from the agricultural activities is accounted for up to the stage of dispatch of goods.
ii) Expenses which are directly related to the agricultural activities have been accounted for in the books of account
under the respective activities. Expenses which are not related to the specific activities are allocated on the basis of
turnover (net of return and Schemes & Discounts) of Agricultural activities and Trading activities.
iii) Certain unallocable expenses like extra-ordinary items / prior period expenses are not allocated.

NOTE -- 3
SHARE CAPITAL Amount in Rs.
As at 31st March As at 31st March
PARTICULARS
2012 2011
AUTHORIZED :
1,65,00,000 Equity Shares of Rs.10 each 165,000,000 165,000,000
50,000, 16% Cum. Redeemable Preference Shares of Rs.100 each 5,000,000 5,000,000
170,000,000 170,000,000
ISSUED, SUBSCRIBED AND PAID UP :
Opening balance : 64,34,000 Equity Shares of Rs 10 each fully paid up 64,340,000 64,340,000
Add: Issued during the year 95,700,000 -

95,70,000 Equity Shares of Rs 10 each fully paid up
Closing Balance: 1,60,04,000 Equity Shares of Rs 10 each fully paid up 160,040,000 64,340,000
(2) List of shareholders having 5% or more shares in the company:-

No of Shares No of Shares
a) Akash Farms Pvt Ltd 1,865,930 -

b) Ashu Farms Pvt Ltd 1,850,000 -
c) Nath Royal Ltd 1,081,543 1,081,543
d) ARC Trust Fund 4,800,000 -
9,597,473 1,081,543
NOTE -- 4
RESERVES & SURPLUS Amount in Rs.
PARTICULARS
2012 2011
Capital Reserve 126,400,203 126,400,203
General Reserve 29,700,000 29,700,000
Statement of Profit & Loss

Opening Balance 49,137,502 (30,423,291)
Add: Profit for the year 92,006,363 79,560,793
Closing Balance 141,143,865 49,137,502
297,244,068 205,237,705
50
NOTE -- 5
LONG TERM BORROWINGS Amount in Rs.

PARTICULARS
2012 2011
SECURED LOANS
a) Term Loan against Vehicles 5,715,135 2,647,795
Secured by hypothecation of vehicles purchased in the name of company/
directors of the company.
b) Term Loan from Banks and Financial Institution 0 10,378,000
UNSECURED LOANS
Deferred Sales Tax Loan 2,022,869 2,789,516
7,738,004 15,815,311
NOTE -- 6
LONG TERM PROVISIONS Amount in Rs.
As at 31st As at 31st
PARTICULARS
March 2012 March 2011
Provisions for Employee Benefits
Gratuity 9,509,000 8,013,000
Leave encashment 4,620,000 3,997,000

14,129,000 12,010,000
NOTE -- 7
SHORT TERM BORROWINGS Amount in Rs.
PARTICULARS
SECURED
a) From bank 11,580,167 -
(Secured against pledge of stock of seeds)
UNSECURED
a) Deposits from Dealers 21,479,457 19,980,482
b) From related parties 48,587,355 37,003,910
81,646,979 56,984,392
51
NOTE -- 8
TRADE PAYABLES Amount in Rs.
PARTICULARS
Sundry Creditors for Seeds/Supplies 135,792,671 104,080,327
Sundry Creditors - SME Sector 1,390,211 2,608,024
Sundry Creditors for staff balances 25,066,894 22,469,121
Others Creditors 1,354,773 1,070,559
163,604,549 130,228,031
NOTE -- 9
Amount in
OTHER CURRENT LIABILITIES Rs.
PARTICULARS
Current maturities of long term debts
Term Loan from Banks 16,800,000 54,662,000
i) The term loan is secured by equitable mortgage of land situated at Ittekheda,

Aurangabad owned by an Associate Concern and also land situated at Mandwane, Tq.
Karjat, Dist. Raigad (M.S.) owned by an associate Company and a relative of the
Promoters of Nath Seeds Ltd.
ii) Guaranteed jointly & severally by the promoters/directors.
Current maturities of Vehicle Loan 5,268,563 2,366,658
Interest accrued and due - 5,180,000
Other Payables
Credit Balance in Debtors 113,367,204 75,595,396
Deferred Sales Tax Loan 1,259,511 1,163,583
Statutory Liabilities 7,056,280 16,141,904
Advance against Sales 330,847,819 285,504,138
474,599,378 440,613,679
52
NOTE -- 10
SHORT TERM PROVISIONS Amount in Rs.
PARTICULARS
Provision for Income Tax 550,000 2,700,000
550,000 2,700,000
NOTE NO – 12 :
DEFERRED TAX ASSETS
Amount in Rs.
Calculation of Deferred Tax Asset as on 31.03.2012 is given as under: - Deferred Liability Tax Amount
(Assets) (Rs.)
WDV of Fixed Asset (8,704,075) (2,689,559)

Gratuity (9,509,000) (2,938,281)
Provident Fund (952,754) (294,401)
Interest on PF cont (111,084) (34,325)
Bonus (2,171,349) (670,947)
Leave Encashment (4,620,000) (1,427,580)
Value added Tax (1,855,281) (573,282)
Total Deferred Tax assets at the year end (8,628,375)
Less: Opening deferred tax assets (6,747,800)
Deferred Tax Assets recognised during the year (1,880,575)
NOTE -- 13
NON CURRENT INVESTMENTS Amount in Rs.
PARTICULARS
UNQUOTED; AT COST; NON-TRADE
Nath Cooperative Society 6,000 3,600
National Saving Certificate 10,075 10,075
UNQUOTED; AT COST; TRADE

Equity shares in Paithan Mega Food Parks Pvt Ltd 5,040,000 -
504000 Equity Shares of Rs. 10 each
5,056,075 13,675
53
NOTE -- 14
LONG TERM LOANS AND ADVANCES Amount in Rs.
PARTICULARS
(Unsecured, Considered good)

Capital Advances for land purchase to a related party 15000000 15000000
15000000 15000000
0
NOTE -- 15
INVENTORIES Amount in Rs.
PARTICULARS
(As taken, valued and certified by the management)
Stores and Packing Materials 37,806,520 40,847,327
Processed Seeds 609,215,196 577,413,418
Unprocessed Seeds 10,535,112 19,107,724
657,556,828 637,368,469
The inventories are valued at lower of cost or net realizable value
NOTE -- 16
Amount in
TRADE RECEIVABLE Rs.

PARTICULARS
2012 March 2011
i) Secured: Considered Good
Due for a period of less than six months 6,536,567 7,098,000
Due for a period of more than six months 1,658,498 4,159,101
ii) Unsecured: Considered Good
Due for a period of less than six months 89,567,095 34,891,086
ii) Unsecured: Considered doubtful:
54
Less: Provision for doubtful debtors (11,774,838) (8,606,457)
124,520,284 76,298,470
NOTE -- 17
Amount in
CASH AND CASH EQUIVALANTS Rs.

PARTICULARS
2012 March 2011
Cash on hand 708,122 732,390
Balances with Banks:
i) In Current Accounts 24,025,897 6,404,076
ii) In Fixed Deposit Accounts having original maturity beyond 12 months 8,175,253 912,114
32,909,272 8,048,579
NOTE -- 18
Amount in
SHORT TERM LOANS AND ADVANCES Rs.

PARTICULARS
2012 March 2011
(Unsecured, Considered good)
Advances to a related party 26,550,000 -
Advances for seed production 72,287,722 20,305,296
Advances to Staff 2,933,410 5,973,700
Income Tax deducted at source/Tax paid 32,784,020 4,774,420
134,555,152 31,053,416
No provision has been made for Interest amounting to Rs. 21,24,000 for the year on loans and business advances given to
related parties as considered appropriate by the management.
55
NOTE -- 19
Amount in
OTHER CURRENT ASSETS Rs.

PARTICULARS
2012 March 2011
Sales Tax Receivables - 2,555,067
VAT Receivable 3,441,092 -
Sundry Deposits 8,073,439 12,647,734
Interest receivable 14,952 -
Rent advance - 212,600
Insurance claim receivable 35,548 410,896
Prepaid Expenses 1,094,596 377,412
12,659,628 16,203,709
NOTE -- 20
REVENUE FROM OPERATIONS
PARTICULARS
Sale of Products
Commercial seeds and Remnant
Foundation seeds
NOTE -- 21
OTHER INCOME
PARTICULARS
Interest Received
Profit on Sale of Assets
Insurance claim received
Excess Provision W/back

Other Income
56
NOTE -- 22
PRODUCTION EXPENSES
PARTICULARS
Land Preparation Expenses
Fertilizer & Pesticides
Labour Wages
Lease Rent for agricultural land
Other Farm Expenses
Incentive to Growers
NOTE -- 23
CHANGE IN INVENTORIES
PARTICULARS
SEEDS:
Closing Stock
Processed Goods
Unprocessed Goods
Opening Stock
Processed Goods
Unprocessed Goods
NOTE -- 24
EMPLOYEES BENEFITS EXPENSES
57
PARTICULARS
Salaries, Wages and Bonus
Contribution to Provident and Other Funds
Staff Welfare Expenses
Staff Incentive
NOTE -- 25
FINANCE COSTS
PARTICULARS
Interest Expenses
Finance Charges
NOTE -- 26
OTHER EXPENSES Amount in Rs.
For year ended For the year
PARTICULARS on 31st March ended on 31st
2012 March 2011
A. Seed Conditioning Expenses

Freight Inward, Hamali & Cartage 16,675,428 13,754,678
Stores and Processing Materials consumed 63,214,290 55,651,297
Power and Fuel 3,398,833 2,580,892
Repairs and Maintenance (Machinery) 765,902 748,332
Repairs and Maintenance (Factory Building) 801,636 102,087
Other Manufacturing Expenses 9,403,339 10,169,668
94,259,428 83,006,953
B. Administrative Expenses
Rent 6,725,372 6,147,572
Rates and Taxes 913,314 591,310
Insurance 1,637,423 1,367,629
Legal Expenses & Advocates Fee 166,825 869,280
Professional Exp 3,493,256 3,881,337
Listing & Share Maintenance Charges 189,796 150,239
Repairs and Maintenance - Office Building 436,670 143,711
58
Running and maintenance - Vehicle 15,051,529 10,610,011
Repairs and Maintenance - Others 2,732,381 2,344,255
Communication 4,364,154 4,008,675
Printing & Stationery 829,586 1,730,006
Auditors' Remuneration:
Statutory Audit Fee 308,990 220,600
Tax Audit Fee 84,270 55,150
Reimbursement of Expenses - 10,000
Directors' remuneration 1,868,813 1,875,481
Miscellaneous Expenses 2,821,202 2,645,466
Security Charges 3,210,827 570,192
Loss on Sale of Assets 288,824 113,521
45,123,231 37,334,434
C. Selling Expenses
Travelling and Conveyance 17,312,109 13,042,858
Advertisement and Sales Promotion 30,661,600 25,003,119
Freight Outward 39,521,584 32,078,706
Commission 396,168 1,155,374
Other selling expenses 4,637,159 4,269,985
Bad Debts Provisions 3,168,381 3,847,698
Bad Debts 96,256 4,004,973
Sundry debit balances written off 1,195,535 854,572
96,988,792 84,257,286
D. Discount, Schemes and Incentives
Trade Discounts 92,114,473 81,262,877
Cash Discounts 11,281,037 9,729,177
Scheme Discounts 5,079,383 43,715,150
Quantity Discounts 44,066,603 18,697,304
Incentive Discounts 2,121,086 50,192,435
Additional Discount 114,154,292 -
268,816,873 203,596,944
E. Research and Development Expenses
R & D Farmer Advisory Expenses 29,299,266 24,316,277
Research and Development Expenses 29,087,006 23,790,329
R & D Field Valuation Expenses 11,190,598 7,491,129
Farming Expenses 1,015,942 715,335
Large Scale Trial Expenses 524,676 4,150
Workshop & Meeting Expenses 519,935 471,264
Fees for Workshops & Meetings 210,165 51,640
Crop Seminar Expenses 56,000 65,991
71,903,588 56,906,116
Total (A+B+C+D+E) 577,091,911 465,101,733
NOTE -- 27
59
PRIOR PERIOD EXPENSES
For year For the year
PARTICULARS ended on 31st ended on 31st
INCOME
Excess Provision Written Back 29,79,073
- 29,79,073
EXPENSES
Interest on CC loan 1,27,92,000 -
Office Rent 64,500
R&D Farmer Advisory Services 11,21,640 9,85,171
1,39,78,140 9,85,171
1,39,78,140 (19,93,902)
NOTE NO – 28 :
Current Previou
Contingent liabilities not provided for in respect of:- Year s year
a) Claims against the Company not acknowledged as debts including Amount Amount
legal cases transferred from the demerged company unascer unascer
tainable tainable
d) Estimated amount of contracts remaining to be executed on capital 250000 250000
account and not provided for (net of advance Rs 1,50,00,000) 0 0
(Previous year 1,50,00,000)
c) Liability as may arise in respect of the compensation claimed by Amount Amount
the farmers for low productivity of certain seeds. The Management, unascer unascer
however, does not expect any liability in this regard. tainable tainable
d) Amount of interest liability /penalty / liquidated damages, if any, on Amount Amount
delayed / non-payment of certain creditors / loans (secured or unascer unascer
unsecured) / statutory dues. The Management, however, does not tainable tainable
expect any liability in this regard.
NOTE NO – 29
In the opinion of the Board, Current and Non-current Assets, Loans and Advances are
approximately of the value stated, if realized in the ordinary course of the business.
NOTE NO – 30
60
i) Certain accounts of Sundry Debtors, Creditors, Unsecured Loans, Employees Account,
certain current account balances with banks, Loans and Advances (including advances
given to growers and inter party transfer & balances) are subject to confirmations and
reconciliation’s, if any. The difference as may be noticed on reconciliation will be duly
accounted for on completion thereof. In the opinion of the management, the ultimate
difference will not be material.
NOTE NO – 31 :
The Company does not have whole-time Company Secretary as required under the provision
of Section 383 A of the Act
NOTE NO – 32
Current Previou
Managerial Remuneration: Year s year
a) Technical Director :-
Salary & Allowances 663817 671869
Contribution to Provident Fund 38448 38448
702265 710317
b) Managing Director :-
120499 120500
Salary & Allowances 6 0
Contribution to Provident Fund 0 0
120499 120500
6 0
Tota 190726 191531
l 1 7
NOTE NO – 33:
The Company has dispatched letters to certain vendors to ascertain their status under the
Micro, Small and Medium Enterprises Development Act, 2006. Based upon the confirmation
received following parties, the principal dues and interest worked out @18% p.a. thereon are
as under:-
Sr Name of Am Interest
No parties oun due
t
pay
able
(Cr)
/ Dr
1 Balu Industries - 18438
184
361
2 Gubba Green Cold Pvt Ltd - 618
112
63
3 Incotech India Pvt Ltd - 0
227
121
61
4 Printwell International Pvt Ltd - 44581
152
619
5 Gubba Cold Storage Pvt Ltd - 3655
128
48
6 Jagruti Offset - 6786
401
999
7 Marks Packaging Industries - 22093
400
000
8 Zaware Creative Enterprises Pvt Ltd 111 63287
455
4
Total (Net) - 159458
275
657
NOTE NO – 34 :
The Company is primarily engaged in the business of Research, Production and Processing
of Seeds. Since the inherent nature of activities as a whole are governed by the same set of
risks and returns, these have been grouped as a single segment. The treatment is in
accordance with the accounting standard: ‘AS 17-Segment Reporting’ issued by the Institute
of Chartered Accountants of India.
NOTE NO – 35 :
In the opinion of the Board, fixed assets have been stated at cost, which is at least equal to
less than the realizable value if sold in the ordinary course of business. Consequently, the
management is of the opinion that there is no impairment of assets.
NOTE NO – 36:
i The company is enganged in agricultural activities of production of seeds on lease hold
land situated at various parts of India.
ii The company has entered into agreements with various growers for cultivation in view of
the fact that the company itself is unable to carry on such activities which are spread
over various parts of India. The company has reimbursed the cultivation expenses
based upon the agreements entered into with the growers.
NOTE NO – 37 :
Employee Benefits
The company has classified the various benefits provided to employees as under
Defined Contribution Plans :
During the year, the Company has recognized the following amounts in the Profit &
Loss Account
62
Cu Pre
rre vio
nt us
Ye Yea
ar r
- Employers Contribution to Provident Fund 29, 26,3
03, 8,62
06 9
0
- Employers Contribution to ESI 38, 45,2
72 71
6
- Employers Contribution to Labour Welfare 9,2 9,39
Fund 16 6
Defined Benefit Plans

The company has neither created fund nor contributed to Scheme framed by the Insurance
Company for the defined benefit plans for the qualifying employees. The present value of the
defined benefit obligation and the related current service cost were measured using the
Projected Unit credit method with actuarial valuations being carried out at each balance sheet
date.
In accordance with accounting Standard 15, actuarial valuation was done in respect of the
aforesaid defined benefit plan of gratuity based on the following assumptions: -
Particulars Cu Pre
rre vio
nt us
Ye Yea
ar r
Discount Rate 8% 8%
Salary escalation rate 6% 6%
Expected rate of return on Plan Assets - -
Expected average remaining service of employee in the - -
number of years
Disclosures for defined benefit plans based on Actuarial Reports as at 31st March
2012
a) Change in Present Value of Defined Benefit Obligation
Particulars Cu Pre
rre vio
nt us
Ye Yea
ar r
Present value of obligations at the beginning of the year 80, 72,8
13, 7,00
63
00 0
0
Current Service Cost 9,8 8,25
4,4 ,198
48
Interest Cost 6,2 5,57
4,6 ,363
84
Actuarial (Gain) / Loss 2,9 -
5,7 16,6
77 33
Benefit paid - -
4,0 6,39
8,9 ,928
09
Present value of obligations at the end of the year 95, 80,1
09, 3,00
00 0
0
b) Change in Fair value of plan assets
Particular Cur Pr
rent evi
Yea ou
r s
Ye
ar
Fair Value of plan assets at the beginning of the year - -
Expected return on plan assets - -
Employer's contributions 4,08 6,3
,909 9,9
28
Actuarial gain / (loss) on plan assets - -
Benefit paid - -
4,08 6,3
,909 9,9
28
Fair value of plan assets at the end of the year - -
c) Percentage of each category of plan assets to total fair value of plan

assets as at 31st March 2012
Particulars Cu Pre
rre vio
nt us
Ye Yea
ar r
64
Obligation on the part of the Company 10 100
0% %
d) Reconciliation of the present value of defined benefit obligations and the

fair value of plan assets
Particulars Cu Pre
rre vio
nt us
Ye Yea
ar r
Present value of funded obligations as at the end of the year 0 0
Fair value of plan assets as at the end of the year 0 0
Funded (Assets)/liability recognized in the Balance Sheet as 0 0
at the end of the year
Present value of unfunded (assets) / obligations as at the 95, 80,1
end of the year 09, 3,00
00 0
0
Unrecognized past service cost 0 0
Unrecognized actuarial (gain)/loss 0
Unfunded net (Assets)/liability recognized in the 95, 80,1
Balance Sheet as at the end of the year 09, 3,00
00 0
0
e) Net employee benefit expense (Recognized in employment cost) for the

year ended on 31st March 2012
Particulars Cu Pre
rre vio
nt us
Ye Yea
ar r
Current Service Cost 9,8 8,25
4,4 ,198
48
Interest Cost 6,2 5,57
4,6 ,363
84
Expected return on plan assets - -
Net Actuarial (Gain) / Loss recognized in the year 2,9 -
5,7 16,6
77 33
Past Service cost 0 0
Net Gratuity (income) / expense 19, 13,6
04, 5,92
90 8
65
9
f) Detail of Present value of obligation, Plan Assets and Experience

Adjustments
Particulars Cu Pre
rre vio
nt us
Ye Yea
ar r
Present value of obligation 95, 80,1
09, 3,00
00 0
0
Fair value of plan assets - -
(Surplus) / Deficit 95, 80,1
09, 3,00
00 0
0
Experience Adjustment - -
(Gain)/ Loss on plan liabilities - -
(Gain)/ Loss on plan assets - -
g) Expected contributions to Gratuity Fund next year Rs. NIL (Previous Year
Rs. NIL)
h) The liability for leave encashment and compensated absences as at year end is Rs.
46,20,000 (Previous year liability Rs. 39,97,000)
NOTE NO – 38:
Related parties disclosure as per Accounting Standard - 18:
List of related parties
a) Associates:-
i) Nath Pulp & Paper Mills Ltd.
ii) Global Trangenetics Ltd.
iii) Agri Tech (India) Ltd.
vi) Nath Biotechnologies Ltd.
vii) Nath Seeds Ltd.
vii) Tapovan Paper & Board Mills Ltd
viii) Nath Royal Seed Ltd
b) Relatives
Ms. Soniya Kagliwal
c) Key Management Personnel:-
Mr. Satish Kagliwal (Managing Director)
66
Mr. S. U. Baig, (Technical Director)
Transactions carried out with related parties as referred to in (a) to (c) above, in the
d) ordinary course of the business:
Amount
in
Rupees
Sr Nature of Current Previou
no Name of party transactions year s year
Amount
1 Nath Pulp & Paper Mills Ltd. Received 0 155000
Transfer (debit to
account) 0 333085
Reimbursement of
expenses received 0 145304
Global Trangenetics Amount 131489 268455
2 Ltd. Paid 47 83
Amount 111783 173301
Received 22 50
Transfer (debit to
account) 369515 0
Transfer (credit 615605
to account) 0 708675
Transfer (debit to
3 Nath Royal Ltd. account) 0 275197
Transfer (credit
Amount
Paid 0 162797
Transfer (debit to 254062 917883
4 Agri Tech (India) Ltd. account) 03 4
Amount 198006 246396
Paid 34 41
Amount 662996 281390
Received 7 00
Transfer (debit to 718530
5 Nath Biotechnologies Ltd. account) 0 81000
Transfer (credit 173529 737843
to account) 38 9
Unsecured loan 256010
taken 00 0
Repayment of 425058
Unsecured Loan 70 0
Amount 693604
Paid 0 9
Amount 730000
Received 0 0
67
Transfer (debit to 292335 512255
6 Nath Seeds Ltd. account) 428 680
to account) 0 853
Reimbursement of 21,94,4
expenses paid 8,031 0
Production 166300
Incentive 27 0
149107
Purchases 0 336
Amount 257748 188285
Paid 021 523
Amount 324942
Received 0 83
Transfer (debit to 179902
7 Tapovan Paper & Board Mills Ltd account) 50 61075
to account) 00 0
Amount 495240 910647
Paid 00 5
Amount 660000 104540
Received 00 0
Amount 16,08,9
8 Nath Royal Seed Ltd Paid 9,998 178665
97,19,9
Purchases 94 0
Amount 17,74,4
Received 9,402 0
Transfer (debit to 6,77,03,
account) 091 0
Transfer (credit 6,61,01,
Consultancy
9 Soniya Kagliwal charges paid 233500 120000
Conveyance
Reimb paid 36000
as on as on
31.03.2 31.03.2
e) Out standing balances at the year end 012 Rs. 011 Rs
288460 288460
1 Nath Pulp & Paper Mills Ltd. Cr Cr
195897 157773
2 Global Trangenetics Ltd. 18 Cr 808 Cr
201293 147041
3 Agri Tech (India) Ltd. 48 Cr 17 Cr
441433 717866
4 Nath Biotechnologies Ltd. Cr 5 Cr
5 Nath Seeds Ltd. 384489 650473
68
79 Dr 23 Cr
166077 800000
6 Tapovan Paper & Board Mills Ltd 50 Cr 0 Cr
246679
7 Nath Royal Seed Ltd 82 Cr 0
42750 22500
8 Ms Soniya Kagliwal Cr Cr
Notes:
1 Related party relationship is as identified by the Company and relied upon by the
Auditors.
2 No amounts in respect of related parties have been written off/back during the
year, nor have been provided for as doubtful debts.
NOTE NO – 39 :
Current Previou
Year s Year
CIF value of Imports: –
126569 118307
Purchase of Win Chi Win & Vegetable Seeds 11 64
Expenditure in Foreign Currency: -

Travelling & Others 504894 409257
Earning in Foreign Currency:-

200977 799595
F O B value of Exports 94 8
NOTE NO – 40 :
Difference in Foreign Exchange Gain / (Loss) 9263 17396
NOTE NO – 41:
Research & Development Expenditure comprises 20% of the following expenses under the
various heads allocated as deemed to be expedient by the management.
Current Previou
Year s Year
a Payment to and provisions for employee Rs Rs
129101 109740
Salaries, wages and bonus 27 98
Contribution to provident and other funds 747363 682936
Staff Welfare Expenses 247775 232674
703252 485340
b Other Manufacturing Expenses 5 7
c Administration and Selling Expenses
Miscellaneous Expenses 206379 168013
69
4 6
382130 317548
Travelling and Conveyance 4 7
Rates & Taxes 193724 112541
159234 153689
Rent 6 3
Tota 286089 232481
l 58 72
NOTE NO – 42 :
The net profit (loss) for the purpose of measurement of basic and diluted earnings per share
in terms of Accounting Standard - 20 on Earnings Per Share issued by the Institute of
Chartered Accountants of India has been calculated as under:
Current Previou
Year Rs s Year
Rs.
Net Profit (loss) as per Profit & Loss Account 920063 795607
63 93
Less :- Dividend on Preference Shares
0 0
Numerator: Profit Available for equity share holders 920063 795607
63 93
Denominator: Number of Equity shares outstanding (nos) 160040 643400
00 0
Denominator for Diluted equity share holder 160040 160040
00 00
Basic Earnings per share is arrived at by dividing Numerator by
Denominator 5.75 12.37
Diluted Earnings per share is arrived at by dividing Numerator for
diluted equity share holder by Denominator 5.75 4.97
The nominal value per equity shares is Rupees
10 10
NOTE NO – 43 :
Previous year’s figures have been regrouped / rearranged wherever necessary to conform to
the current year’s presentation.
Satish
Kagliw Akash
al Kagliwal
Manag
ing
Directo
r Director
Place : Aurangabad
Date : 04 Aug 2012
70
UNAUDITED FINANCIAL RESULTS FOR THE THREE MONTHS ENDED 31/12/2012
Rs. in Lacs
YEAR TO YEAR TO
SR. THREE PRECEDING CORRESPONDING DATE DATE PREVIOUS
FIGURES FIGURES
NO. MONTHS 3 MONTHS 3 MONTHS IN FOR FOR ACCOUNTING YEAR
CURRENT PERVIOUS
ENDED ENDED PREVIOUS YEAR PERIOD YEAR ENDED
31/12/2012 30/09/2012 31/12/2011 31/12/2012 31/12/2011 31/03/2012
Unaudited Unaudited Unaudited Unaudited Unaudited Audited
Net Sales / Income from

1 operations 1430.10 1743.77 1072.58 11445.84 11353.83 12391.53
2 Expenses
a) Changes in Inventory (54.02) 719.22 (43.22) (400.35) (10.55) 232.29
b) Cost of Material
Consumed 42.98 848.46 34.38 4425.35 4866.62 5266.58
c) Employee benefit
expense 286.26 298.43 229.01 837.29 721.55 921.81
d) Selling & Distribution

Expenses 462.12 866.17 369.70 3492.79 3059.34 3658.06
e) Depreciation &
Amortisation 150.00 105.00 120.00 375.00 345.00 469.99
f) Other Expenditure 96.88 149.99 98.67 387.44 482.72 1170.26
g) Total 1092.26 1548.83 894.97 9918.22 9485.77 11254.41
71
Profit from Operations
3 before Other Income 337.84 194.94 177.60 1527.62 1868.05 1137.12
4 Other Income 5.64 6.89 5.40 17.03 21.74 90.80
Profit before Interest &

5 Other Items 343.48 201.83 183.00 1544.65 1889.79 1227.92
6 Finance Costs 60.00 89.03 14.20 179.68 41.33 180.63
Profit before Exceptional

7 Items 283.48 112.80 168.80 1364.97 1848.46 1047.29
8 Exceptional Items 0.00 0.00 0.00 0.00 0.00 0.00
9 Profit/(Loss) before Tax 283.48 112.80 168.80 1364.97 1848.46 1047.29
10 Tax expense 0.00 0.00 0.00 0.00 0.00 (12.56)
11 Net Proft / (Loss) after Tax 283.48 112.80 168.80 1364.97 1848.46 1059.85
12 Extraordinary Items 3.43 0.00 0.00 3.43 179.72 139.79
Net Proft / (Loss) for the

13 period 280.05 112.80 168.80 1361.54 1668.74 920.06
Share of Profit/(Loss) of
14 Associates 0.00 0.00 0.00 0.00 0.00 0.00
15 Minority Interest 0.00 0.00 0.00 0.00 0.00 0.00
Net Profit/(Loss) after

16 Associates interest 280.05 112.80 168.80 1361.54 1668.74 920.06
Paid Up Equity Share

17 Capital
72
(Face Value Rs. 10/- each) 1600.40 1600.40 1600.40 1600.40 1600.40 1600.40
Reserves (excluding
18 Revaluation Reserves) 4333.98 3085.24 3721.12 4333.98 3721.12 2972.44
19 Basic and Diluted EPS 1.75 0.70 1.05 1.75 10.43 5.75
Particulars of Shareholding
Public Shareholding
No of Shares 8351257 8351257 8351257 8351257 8351257 3551257
% of Shareholding 52.18 52.18 52.18 52.18 52.18 55.19
Promoters and Promoter group

Shareholding
a) Pledged/Encumbered
No of Shares 644560 644560 644560 644560 644560 644560

8.42 8.42 8.42 8.42 8.42 22.35
% of Shares (as a % of the

total shareholding of
promoter and promoter
group)
4.03 4.03 4.03 4.03 4.03 10.01

total share capital of the
Company
b) Non Encumbered
73
No of Shares 7008183 7008183 7008183 7008183 7008183 2238183
91.58 91.58 91.58 91.58 91.58 93.91

total shareholding of
promoter and promoter
group)
43.79 43.79 43.79 43.79 43.79 34.78

total share Capital of the
Company
NOTES : (1) Above financial results were taken on record by the Board of Directors in their meeting held on 24th January 2013. (2) The
Company's nature of business is seasonal. The major sales of the Company take place during April-June quarter. Both Sales & Operating
Profit figures need to be compared accordingly. (3) The company is dealing in one major product segment. (4) Investor complaints -
Opening Balance - 0, Received and Solved - 3, Closing Balance - 0 (5) The trade discount has been shown as part of the profit & Loss
Account instead of netting the same from sales as a company policy. However this has no effect on the profitability fo the company, (6) The
qualifications of the auditor's referred in the last audited accounts for the year ended 31 March 2012, have been adequately explained in
the para above.
Place : Aurangabad
Date : 24th January 2013 DIRECTOR
74
X. GROUP COMPANIES
Listed Companies
NATH SEEDS LIMITED

Date of Incorporation : 30.10.1980
Registration No. : 11/023364
PAN : AAACN9213B
Address of ROC : Registrar of Companies, Mumbai
Maharashtra.
Bank Account Details : Citibank Limited,

Au rangabad
Principal Business : Hybrid Seeds Production
Shareholding Pattern as on March 31, 2013 is set forth below:

form
As a As a
(A+B)12 (A+B+C)

(1) Indian
Undivided Family
Government(s)
(e) Any Other 0 0 0 0.00 0.00
(specify)
Sub-Total (A)(1) 13 4963591 4290021 34.65 34.65
(2) Foreign
Individuals)
Sub-Total (A)(2) 0 0 0 0.00 0.00
Group (A)= (A)(1)+(A)(2)
12
13
75
form
As a As a
(A+B)14 (A+B+C)

(1) Institutions
Government(s)
Investors
Investors
Sub-Total (B)(1) 29 128126 110208 0.89 0.89
(b) Individuals -
lakh.
Sub-Total (B)(2) 30214 9234283 8029288 64.46 64.46
(B)= (B)(1)+(B)(2)
TOTAL (A)+(B) 30256 14326000 12429516 100.00 100.00
and against which
been issued
GRAND TOTAL 30256 14326000 12429516 100.00 100.00
(A)+(B)+(C)
14
15
76
Group”
1. Nath Royal Ltd. 2851340 19.90

2. Jeevan Inv.& Fin. Pvt.Ltd 472872 3.30
3. Nath Holding & Inv. Pvt.Ltd 329498 2.30
9. Swamini Leasing & Inv. Pvt. Ltd. 139896 0.98
Total 4963591 34.65
than 1% of the total number of shares
(I)(a) above}
1. M V Chandrashekar 279850 1.95
TOTAL 279850 1.95
1. NIL NIL NIL
TOTAL NIL NIL NIL
DRs
1. NIL NIL NIL NIL
TOTAL
77
1. NIL NIL NIL NIL
Board of Directors
The Board of Directors is set forth below:
1. Mr. Satish Kagliwal

1. Mr. Shrirang Agrawal
2. Mr. Radhyesham Attal
3. Mr. Akash Kagliwal
Financial Performance
(Rs. in lacs)
Particulars 31/03/2012 30/06/2011 30/06/2010
Sales 2360.78 1591.44 2822.06

Profit before Dep. & Interest 115.45 215.46 29.97
Depreciation 3.41 3.59 3.78
Net Profit/(Loss) 11.40 103.19 (70.70)
EPS (Rs.) (1.51) (0.64) (0.73)
Details of Listing and Highest & Lowest Market Price during the preceding six months
The shares are listed on BSE, NSE and ASE. The details of the highest and lowest prices during the preceding
six months on BSE are as follows:
Month Highest Lowest

September 2011 21.95 12.39
October 2011 14.28 9.85
November 2011 14.25 7.85
December 2011 9.70 6.37
January 2012 9.98 7.40
February 2012 9.69 7.90
March 2012 8.50 6.07
There is no change in capital structure during last six months and there was no public/rights issue by Nath Seeds
Ltd
Mechanism of redressal of investor grievance
Nath Seeds Limited has constituted a Share Transfer and Shareholders/ Investors Grievance Committee which
meets as and when required, to deal with matters relating to transfer/ transmission of shares and monitors
redressal of c omplaints/grievances from shareholders relating to tra nsfers, non receipt of bala nce sheet, non
receipt of dividend declared, etc. Typically the investor grievances are dealt within a fortnight of receipt of the
complaint from the investor.
78
AGRI-TECH (INDIA) LIMITED
Date of Incorporation : 02/08/1993
Registration No. : 11-73268
PAN : AAECA3539K
Address of ROC : Registrar of Companies, Mumbai
Maharashtra.
Bank Account Details : Citibank Limited

Principal Business : Corporate Farming
Shareholding Pattern as on March 31, 2013 is set forth below:

gory shareholders number of shares held in percentage of total
code shares dematerialized number of shares
form
As a As a
percentage of percenta
(A+B)16 ge of
(A+B+C)
(1) Indian
Undivided Family
Government(s)
(e) Any Other 0 0 0 0.00 0.00
(specify)
Sub-Total (A)(1) 24 2711585 1949292 45.65 45.65
(2) Foreign
Individuals)
Sub-Total (A)(2) 0 0 0 0.00 0.00
Group (A)= (A)(1)+(A)(2)
16
17
79
form
As a As a
(A+B)18 (A+B+C)

(1) Institutions
Government(s)
Investors
Investors
Sub-Total (B)(1) 16 39220 27840 0.66 0.66
(b) Individuals -
lakh.
Sub-Total (B)(2) 31471 3189195 2496009 53.69 53.69
(B)= (B)(1)+(B)(2)
TOTAL (A)+(B) 31511 5940000 4473140 100.00 100.00
and against which
been issued
GRAND TOTAL 31511 5940000 4473140 100.00 100.00
(A)+(B)+(C)
18
19
80
Group”
1. Nath Royal Ltd. 983221 16.55

2. Barkha Farms Pvt.Ltd. 337000 5.67
4. Ferry Fax Farms Pvt.Ltd. 320000 5.39
5. Jeevan Inv.& Fin. Pvt.Ltd. 163059 2.75
6. Nath Holding & Inv. Pvt.Ltd. 113620 1.91
11. Swamini Leasing & Inv.Pvt.Ltd. 48240 0.81
15. Jeevan Farms Pvt.Ltd. 15930 0.27
20. Sunil Dixit 10 0.00
22. Sunil Buit 10 0.00
23. Shrirang Agrawal 10 0.00
24. Kashinath Iyer 10 0.00
Total 2711585 45.65
(I)(a) above}
1. NIL NIL NIL
TOTAL NIL NIL NIL
1. NIL NIL NIL
TOTAL NIL NIL NIL
81
DRs
1. NIL NIL NIL NIL
TOTAL
1. NIL NIL NIL NIL
Board of Directors
The Board of Directors is set forth below:
1. Mr.Satish Kagliwal
2. Mr Akash Kagliwal
3. Mr.Shrirang Agarwal
Financial Performance
(Rs. in lakh)
Particulars 2012 2011 2010
Sales 24.77 19.86 16.84
Profit before Dep. & Interest 1759.02 (30) (23)
Depreciation 18.69 21 24
Net Profit/(Loss) 1723.82 69 (58)
EPS (Rs.) 28.34 (6.02) (3.04)
Details of Listing and Highest & Lowest Market Price during the preceding six months
The company is listed on the Ahmedabad Stock exchange, hence details of the highest and lowest price during
the preceding six months is not applicable.
There is no change in capital structure during last six months and there was no public/rights issue by Nath Bio-
Gene (India) Ltd
Mechanism of redressal of investor grievance
Nath Bio-Gene (India) Limited has constituted a Share Transfer and Shareholders/ Investors Grievance
Committee which meets as and when required, to deal with matters relating to transfer/ transmission of shares
and monitors redressal of complaints/grievances from shareholders relating to transfers, non receipt of balance
sheet, non receipt of di vidend declared, etc. Typically the investor grie vances are d ealt within a fo rtnight of
receipt of the complaint from the investor.
82
XI. OUTSTANDING LITIGATION, DEFAULTS AND MATERIAL
DEVELOPMENTS
The following litigations are pending against Nath Bio-Genes (India) Limited.
1. C.C. No. 3601/SS/2007 (539/SS/2008) filed by M/s Astec LifeSciences Limited in the court of
Metropolitan Magistrate, 28th Court at Esplanade, Mumbai u/s 138/141 of the Negotiable Instrument
Act, 1881.
2. Appeal No. 12088/12 in Special CA No. 1003/12 filed by Banaskantha DHCSP Farmers Association
with High Court of Gujrat.
The following litigations have been filed by M/s Nath Bio-Genes (India) limited against various companies.
1. RCC:569/09 u/s 156(3) with JMFC, Aurangabad against Narmada Agro, Hyderabad
2. SPL 305/10 Civil Recovery Suit with CJSD Aurangabad against Astec LifeSciences Limited.
3. SCC:4395/10 u/s 138 N I Act with JMFC Aurangabad against Paturu Seeds, Hyderabad
Litigation pending against Group Companies:
1) Nath Seeds Ltd.

There is a pending litigation in Debt Recovery Tribunal against Nath Seed Ltd., V/s. Maharashtra State
Financial Corporation.
2) Agri-Tech (India) Ltd.

There is no litigation pending against this company.
XII. GOVERNMENT APPROVALS
The Company has all the necessary permissions and approvals from the Government and various Government
agencies for the existing activities.
As per the Scheme of Arrangement the entire business of Seed Division of the transferor Company with all its
approvals, permissions, benefits, rights, registrations, consents etc. is being transferred to the transferee
Company which would be carried on by the transferee Company on a going concern basis. No further approvals
from any Government authority/ Reserve Bank of India (RBI) are required by the Company to undertake the
existing activities, save and except those approvals, which may be required to be taken in the normal course of
business from time to time.
The Central Government/ RBI accepts no responsibility for t he financial soundness or c orrectness of t he
statements made in this Information Memorandum.
XIII. OTHER REGULATORY DISCLOSURES
The Stock Market Data for Equity Shares of the Company are not listed on any Stock Exchanges. The Company
is seeking approval for listing of its shares through this Information Memorandum.
Particulars Regarding Previous Public or Rights Issues during the Last Five Years:
The Company has not made any previous public or rights issue since incorporation of the Company.
There is no issue of shares otherwise than for cash and there are no outstanding debentures.
Companies under the same Management
83
There are two companies under the same management within the meaning of Section 370(1B) of the Companies
Act, 1956 other than the ones disclosed elsewhere in the Information Memorandum.
a) Nath Seeds Limited

b) Agri-Tech (India) Limited
Disclosure on negative net worth/ winding up/ sick/ BIFR/ disassociation/ strike off from
ROC
There is no group company having a n egative net working or under winding up or a sick company or under
BIFR. Further, the Company has not disassociated from any company.
XIV. MAIN PROVISIONS

OF
THE ARTICLES OF ASSOCIATION
OF
NATH BIO-GENE (INDIA) LTD
SHARE CAPITAL
The Authorized share capital of the company is Rs. 13,00,00,000 (Rupees Thirteen Crore Only) divided
into 1,30,00,000 (One Crore Thirty Lacs) Equity shares of Rs. 10/- (Rupees Ten only) each and 50,000
(Fifty Thousand) 16% Cumulative Redeemable Preference shares of Rs.100/- (Rupees Hundred only),
amounting to Rs.50,00,000/- (Rupees Fifty lakh only)
REDEEMABLE PREFERENCE SHARES

5. Subject to the Provisions of these Articles, the Company shall have power to issue preference shares
carrying a right to redemption out of profits which would otherwise be available for dividend, or out of
the proceeds of a f resh issue of sha res made for the purposes of such redemption, or liable to be
redeemed at the option of the Company, and the Board may subject to the provision of Section 80 of
the Act, exercise such power in such manner as it things fit.
ALLOTMENT OF SHARES
6. Subject to the provisions of these Articles and of section B1 of the Act the shares shall be under the
control of the Board who may allot or otherwise dispose of the same to such persons on such terms and
conditions, and at such time, as the Board thinks fit provided that option or right to call of shares shall
not be given to any other person except with the sanction of the Company in General Meeting subject
to the provision of the Act.
COMMISSION & BROKERAGE

7. The Company may exercise the powers of paying commission conferred by Section 76 of the Act in
such case shall comply with the requirements of that Section. Such commission may be satisfied by
the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the
other. The company may also on any issue of shares or debentures pay such brokerage as may be
lawful.
INSTALLMENTS ON SHARES TO BE DULY PAID

8. If by the conditions allotment of the share, the whole or party of the amount or issue price thereof shall
be payable by installm ents, every such installment shall, when due, be paid to the company by the
person who for the time being shall be registered holder of the share or by his executor or
administrator.
84
LIABILITY OF JOINT-HOLDERS OF SHARES
9. The joint-holders of a share shall be severally as well as jointly liable for the repayment of all of shares
installments and calls due in respect of such share.
TRUSTS NOT RECOGNIZED.

10. Save as herein otherwise provided, the Company shall be entitled to threat the registered holder of any
share as the a bsolute owner thereof and accordingly shall not, exce pt as orde red by a Court of
competent jurisdiction, or as by statute required, by bound to recognize any equitable other claim to or
interest in such share on the part of any other person.
WHO MAY BE REGISTERED.

11. Shares may be registered in the name of any person, company or other body corporate. Not more than
four persons shall be registered as Joint-holders of any share. Shares may also at the discretion of the
Directors, be registered in the name of a minor provided the said shares are fully paid up.
CERTIFICATE
12(1) Every member shall be enti tled free of c harge to one certificate for all the shares of each class
registered in his name or, if any member so wishes to several certificates each for one or more of such
shares but, in respect of each additional certificate, which does not comprise shares in lots of the
market unit of trading, the Board my charge a fee of Rs.2 or such less sum as it may determine. Unless
the conditions of issue of any shares otherwise provide, the Company shall, either within thee months
after the date of allotment and on surrender to the company of its letter making the allotment or of its
fractional coupons of requisite value save in the case of issue against letters of bonus shares) or within
one month of receipt of the application of registration of the transf er, sub-division, consolidation or
renewal of any of its shares, as the case maybe, complete and have ready for delivery the certificates of
such shares. In res pect of any shares held jointly by several persons, the Company shall not be bound
to issue more than one certificate and delivery of a certificate to one of several joint-holder shall be
sufficient delivery to a ll such holders. For ev ery certificate issued in replacement of an e xisting
certificate save for those which are issued on a splitting or consolidation of share certificates into lots
of the market unit or which are old, decrepit, worn out or where the cages on the reverse for recording
transfers have been full utilized charge a fee o f Rs.2 or such smaller sum to gether with such out of
pocket expenses incurred by the Company in investigating evidence as it may determine.
ISSUE OF SHARE CERTIFICATES

12(2) The issue of share certificates and duplicates and the issue of new share certificates on consolidation or
sub-division or in replacement of share certificates, which are surrendered for cancellation due to their
being defaced, torn, old, decrepit or worn out or he cages for recording transfers having been utilized or
of share certificates which are lost or destroyed shall be in accordance with th e provisions of the
companies (issue of Share Certificates ) Rules, 1960 or any statutory modification or re-enactment
thereof. If any share certificate be lost or destroyed, then upon poof thereof to the satisfaction of the
Board, and on such indemnity as the Board thinks fit being given, a new certificate in lieu thereof shall
be given to the party entitled to the shares to which lost or destroyed certificate shall relate.
CALLS
13. The Board may from time to time, subject to the terms on which any shares may have been issued, and
subject to the provisions of Sectio n 91 of the Act, make such calls as the Board thinks fit upo n the
members in respect of all moneys unpaid on the shares held by them respectively, and not by the
conditions of allotment thereof made payable at fixed times, and each member shall pay the amount of
every call so made on him to the persons and at th e times and places appointed by the Board. A ca ll
may be made payable by installments and shall be deemed to have been made when the resolutions of
the Board authorizing such all was passed.
NOTICE OF CALL
14. Not less than fourteen days notice of any call shall be given specifying the time and place of paym ent
and to who such call shall be paid.
85
WHEN INTEREST ON CALL OR INSTALLMENT PAYABLE
15(1) If the sum payable in respect of any call or installment be not paid on or before the day appointed for
payment thereof, the holder for the time being of the share in respect of which the call shall have been
made or the installment shall be due shall pay interest for the same at the rate of 12 per cent per annum
from the day appointed for the payment thereof to the time of the actual paym ent or at such lowe r rate
(if any) as the Board may determine.
WAIVER OF INTEREST
15(2) The Board shall be at liberty to have waive payment of any such interest either wholly or in part.
AMOUNT PAYABLE AT FIXED TIMES OR PAYABLE BY

INSTALLMENTS AS CALLS
16. If by the terms of issue of any share or otherwise any amount is made payable at any fixed / time or by
installments at fixed times, whether on account of the amount of the share or by way of premium, every
such amount or installment shall be payable as if it were a call duly made by the Board and of which
due notice, had been given, and all the provisions herein contained in respect of calls sh all relate to
such amount or installment accordingly.
EVIDENCE IN ACTION BY COMPANY AGAINST MEMBER

17. On the trial or hearing of any action or suit brought by the company against any member or his
representatives to recover any debt of money claimed to be due to the company in respect of his shares,
it shall be sufficient to prove that the name of the defendant, is, or was when the claim aro se on the
Register as a holder, or one of the holders, of the number of shares in respect of which such claim is
made, and that the amount claimed is not entered as paid in the books of the company and it shall not
be necessary to prove the appointment of the Board who made any call, nor that a quorum was present
at the Board meeting at which any call was made nor that the meeting at which any call was made was
duly convened or constituted, nor any other matter whatsoever, but the proof of the matters aforesaid
shall be conclusive evidence of the debit.
PAYMENT OF CALL IN ADVANCE

18. The Board may, if it thinks fit, receive from any member willing to advance the same all or any part of
the money due upon the shares held by him beyond the sums actually called for, and upon the money
so paid or satisfied in advance, or so much thereof as from time to time exceeds the amount of the calls
then made upon the sha res in respect of which suc h advance has been made, the company m ay pay
interest at such rate not exceeding 6 per cent per annum as the member paying such sum in advance
and the Board agree upon. Money so paid in excess of the amount of calls shall not rank for dividends
or confer a right to participate in profits. The Board may at any time repay the amount so advanced
upon giving to such member not less that three months notice in writing.
REVOCATION CALL
19. A call may be revoked or postponed at the discretion of the Board.
FORFEITURE AND LIEN
IF CALL OR INSTALLMENT NOT PAID NOTICE MAY BE GIVEN

20. If any member falls to pay any call or installment on or before the day appointed for the repayment of
the same, the Board may at any time thereafter, during such time as the call or installment remains
unpaid, serve a notice on such member requiring him to pay the same, together with any interest that
may have acc rued and all expenses that may have been incurred by the company by reason of such
non-payment
FORM OF NOTICE
21. The notice shall name a day (not being less that fourteen days from the date of the notice) and a place
or paces on and at whic h such call or installment and such interest and expenses as aforesaid are to be
paid. The notice shall also state that in the event of non-payment at or before the time, and at the place
appointed, the shares in respect of which such call was mad e or in stallment is made payable will be
liable to be forfeited.
86
IF NOTICE COMPLIED WITH SHARES MAY BE FORFEITED
22. If the requirements of any such notice as aforesaid be not complied with any shares in respect of which
such notice has been given may at any time thereafter, before payment of all calls or installments,
interests and expenses, due in respect thereof be forfeited by a resolution of the Board to that effect.
Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually
paid before the forfeiture.
NOTICE AFTER FORFEITURE

23. When any share shall have been so forfeited, notice of the resolution shall be given to the member in
whose name it stood immediately prior to the forfeiture an d an en try of the forfeiture, with the date
thereof, shall forthwith be made in the Register but no forfeiture shall be in any manner invalidated by
any omission or neglect to the give such notice or to make such entry as aforesaid.
FORFEITED SHARES TO BECOME PROPERTY OF THE COMPANY

24. Any share so forfeited shall be deemed to be the property of the company, and the Board may sell, re-
allot or otherwise dispose of the same in such manner as it thinks fit.
POWER TO ANNUL FORFEITURE

25. The Board may, at any time before any share so forfeited shall have been sold, re-allotted or otherwise
disposed of, annul the forfeiture thereof upon such conditions as it thinks fit.
FORFEITURE
26. A person whose share has been forfeited s hall cease to be a member in respect of the forfeited share,
but shall, notwithstanding such forfeiture remain liable to pay, and shall forthwith pay to the company
all calls, installments, interest and expenses, owing upon or in respect of such share at the time of the
forfeiture, together with interest thereon, from the time of forfeiture until payment at twelve per cent
per annum and the Board may enforce the payment thereof, without any deduction or allowance for the
value of the share at the time of forfeiture, but shall not be under any obligation to do so.
EVIDENCE OF FORFEITURE
27(1) A duly verified declaration in writing that the declarant is a Direct or of the Company and that certain
shares in the C ompany have been duly forfeited on a date stated in the declaration shall be conclusive
evidence of the facts th erein stated as against all persons claiming to be entitled to the share and such
declaration and the receipt of the company for the consideration, if any, given for the shares on the sale
or disposition thereof shall constitute a good title to such shares, and the person to whom the shares are
sold shall be registered as the hold of such shares, and shall not be bound to see to the application of
the purchase money, nor shall his title to such shares be affected by any irregularity or invalidity in the
proceedings in reference to such forfeiture, sale or disposition
EFFECT OF FORFEITURE
27(2) The forfeiture of shares shall involve the extinction of all interest in and also all claims and demands
against the company in respect of the shares and all other rights incidental to the shares.
FORFEITURE PROVISIONS TO APPLY TO NON PAYMENT IN

TERMS OF ISSUE
28. The provisions of Articles 20 to 27 hereof shall apply in the case of non-payment of any such which by
the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value
of a share or by way of a premium, as if the same had been payable by virtue of a call duly made and
notified.
COMPANIES LIEN ON SHARE

29. The company shall have a first and paramount lien upon all the shares (other than fully paid shares)
registered in the name of each member (whether solely or jointly with others), and upon the proceeds of
sale thereof for moneys called or payable at a fixed time in respect of such shares whether the period
for the payment thereof shall have actually arrived or not, and no equitable interest in any share shall be
created except upon the footing and condition that Article 10 hereof is to have full effect. In case of
87
partly paid shares the Companies lien shall be restricted to moneys called or payable at a fixed time in
respect of such shares. Any such lien shall extend to all dividends from time to time declared in respect
of such shares. Unless otherwise agreed, the registration of a trans fer of s hares shall operate as a
waiver of the company’s lien, if any, on such shares.
AS TO ENFORCING LIEN BY SALE

30. For the purpose of enforcing such lien the Board may sell the shares subject thereto in such manner as
it thinks fit, but no sale shall be made until such time for payment as aforesaid shall have arrived and
until notice in writing of the intention to sell shall have been served on such member, his executors or
administrators or his committee, curator bonus or other legal curator, and default shall have been made
by him or them in the payment of moneys called or payable at a fixed time in respect of such shares for
seven days after the date of such notice.
APPLICATION OF PROCEEDS OF SALE

31. The net proceeds of the sale shall be received by the company and applied in or towards payment of
such part of the amount in respect of which the lien exists as is presently payable, and the residue, if
any, shall (subject to a lik e lien for sums not presently payable as existed upon the share before the
sale) be paid to the person entitled to the proceeds at the date of the sale.
VALIDITY OF SALES IN THE EXERCISE OF LIEN AND AFTER

FORFEITURE
32. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the power hereinbefore
given, the Board may appoint some person to execute an instrument of transfer of the share sold and
cause the purchaser’s name to be entered in the Register in respect of the shares sold, and the purchaser
shall not be bound to see to the regularity of the proceedings, nor to the applications of the purchase
money, and after such s hares the validity of the sa le shall not be im peached to any pers on, and the
remedy of any person aggrieved by the shall be in damages only and against the Company exclusively.
BOARD MAY ISSUE NEW CERTIFICATES

33. Where any shares under the powers in that behalf herein contained are sold by the Board and the
certificate in respect the reof has not been delivered upto the Company by the former holder of such
shares, the Board may issue a new certificate for such shares distinguishing it in such manner as it may
think fit from the certificate to so delivered up.
TRANSFER AND TRANSMISSION
REGISTRATION OF TRANSFER OF SHARES

34(1) Subject to the provisions of Section 108 of the Act, no transfer of shares shall be registered unless a
proper instrument of transfer duly stamped and executed by or on behalf of the transferor and by or on
behalf of the t ransferee has been delivered to the company together with the certificate, or if no suc h
certificate has been issued, the letter o f allotment of the share. The tran sferor shall; be deemed to
remain the member in respect of such share until the name of the transferee is entered in the Register in
respect thereof.
FORM OF TRANSFER
34(2) The instrument of transfer shall be in writing and all the provisions of Section 108 of the Act and of
any statutory modification thereof for the time being shall be duly complied with in respect of all
transfers of shares and the registration thereof. A common form of transfer shall be used for transfers.
APPLICATION BY TRANSFERORS
35. Application for the registration of the transfer of a share may be made either by the transferor or the
transferee, provided that where such application is m ade by the transferor no registration shall in th e
case of partly paid share be effected unless the company gives notice of the Application to the
88
transferee in the m anner prescribed by Section 110 of the Act, an d subject to the provisions of these
Articles the company shall unless objection is made by the transferee within two weeks from the date
of the receipt of the notice, either to register the name of the transferee in the same manner and subject
to the same conditions as if the application for registration of the transfer was made by the transferee
IN WHAT CASES THE BOARD MAY REFUSE TO REGISTER TRANSFER

36(1) The Board, without assigning any reason for such refusal may, within two m onths from the date on
which the instrument of transfer was lodged with the company, refuse to register any transfer of shares
upon which the company has a lien and in t he case of shares not fully paid up may refuse to register a
transferee of whom the board does not approve. Provided that registration of a t ransfer shall not be
refused on the ground of the transferor being either alone or jointly with any other persons indebted to
the company or any account whatsoever.
36(2) The Board shall not accept applications for transfer of less than 50 (fifty) equity shares of the company,
provided that this restriction shall not apply to;
(a) The transfer of equity shares made in pursuance of statutory provisions, government order, or
order of court of law.
(b) The transfer of the e ntire equity shares by an existing equity share holder of the company
holding less than 50 (fifty) equity shares by a single transfer to a single or joint names.
( c) The transfer of more than 50 (fifty) equit y shares in the aggregate in favour of t he same
transferee under two or more Transfer Deeds out of which, one or more relate/s to the transfer
of less than 50 (fifty) equity shares.,
Provided that where a person is hol ding shares in lots higher than the market trading unit and sells the
market trading unit the remaining shares even though less th an 50 (fifty) in number of the Board of
directors.
NO TRANSFER MINOR
37. No transfer shall be made to a minor unless it relates to fully paid up shares.
TRANSFER TO BE LEFT AT OFFICE AND WHEN TO BE RETAINED

38. Every instrument of transfer shall be left at the office for registration accompanied by the certificate of
the shares to be transferred or if no such certificate h as been issued by the letter of allo tment of the
shares and such other evidence as the Board may require to prove the title of the transferor or his right
to transfer the shares. Every instrument of transfer which shall be registered shall be retained by the
company, but any instrument of transfer which the Board may refuse to register shall be returned to the
person depositing the same.
NOTICE OF REFUSAL TO REGISTER TRANSFER

39. If the Board refuses whether in pursuance of the above Article 36 or ot herwise to register the transfer
of, or the transmission by operation of Law of the right to any share, the company shall give notice of
he refusal in accordance with the provisions of Section 111 (2) of Act.
FEE ON REGISTRATION OF PROBATE ETC

40. A fee not exceeding Rs. 2 may be charged for th e registration of grant of probate, grant of
administration, certificate of death or marriage, power-of-attorney or other instrument and shall, if
required by the board, be paid before the registration thereof. No fee will be charged for registration of
transfers of shares and debentures.
TRANSMISSION OF SHARES
41. The executors or administrators of a deceased member (not being one of severa l joint holders) shall be
the only persons recognized by the company as having any title to the shares registered in the name of
such ember, and in case of death of any one or m ore of the joint-holders of any registered shares the
survivor or survivors shall alone be recognized by the company as having any title to or interest in such
shares, but nothing herein contained shall be taken to release the estate of a deceased joint-holder from
89
any liability on shares held by him jointly with any other person. Before recognizing any executor or
administrator the Board may require him to obtain a grant of Probate of Letter of administration or
other legal representation as case may be, fr om a com petent Court in India and having effect in
Bombay: Provided nevertheless that in any case where the Board, in its absolute discretion, thinks fit, it
shall be lawful for the Board to dispense with the production of Probate or Letters of Administration or
such other legal representation upon such terms as to indemnity or otherwise as th e Board, in its
absolute discretion, may consider necessary.
AS TO TRANSFER OF SHARES OF INSANE, MINOR DECEASED OR

BANKRUPT MEMBERS
42. Any committee or guardian of a lun atic (which term shall include one who is an id iot or non-
composementis) or any person becoming entitled to or to transfer shares in consequence of the death
or bankruptcy or insolvency of an member upon producing such evidence that he sustains the character
in respect of which he propose to act un der this Article o r of his title as the Board thinks sufficient,
may, with the consent of the Board (which the Board shall not be bound to give), be registered as a
member in re spect of s uch shares, or may, sub ject to th e regulations as t o transfer hereinbefore
contained, transfer such shares. This Article is hereinafter referred to as the “Transmission Articles”
ELECTION UNDER THE TRANSMISSION ARTICLE

43(1) If the person so becoming entitled under the Transmission Article shall elect to register as holder of the
shares himself he shall deliver or send to the Company as notice in writing signed by him stating that
he so elects.
(2) If the person aforesaid shall elect to transfer the shares he shall testify h is election by ex ecuting an
instrument of transfer of the shares.
(3) All the limitations, restrictions and provisions of these Articles relating to the right to trans fer and the
registration of instruments of transfer of shares shall be applicable to any such notice or transfer as
aforesaid as of the death, l unacy, bankruptcy or i nsolvency of t he member had not occurred and the
notice or transfer were a transfer signed by that member.
RIGHTS OF PERSON ENTITLED TO SHARES UNDER THE

TRANSMISSION ARTICLE
44. A person so becoming entitled under the transmission Article to a share by reason of the death, lunacy,
bankruptcy or insolvency of the holder shall subject to the provisions of Article 75 and of Section 206
of the Act, be entitled to the same dividends and other advantages to which he would be entitled if he
were the registered holder of the s hares except that no such person (Other than a p erson becoming
entitled under the transmission Article to the share of a lunatic) shall before being registered as a
member in respect of the share, be entitled to ex ercise in respect thereof an y right conferred by
membership in relating to meetings of the company.
Provided that the Board may at any tim e give notice requiring any such person to elect eith er to be
registered himself or to transfer the shares, and if the notice is not compiled with within ninety days,
the Board may thereafter withhold payment of al l dividends, bonuses or ot her moneys payable in
respect of the shares, until the requirements of the notice have been complied with.
INCREASE AND REDUCTION OF CAPITAL
POWER TO INCREASE CAPITAL

45. The company may, from time to time, in General Meeting increases its capital by the creation of new
shares of such amounts as may be deemed expedient.
46. Subject to any special rights or privileges for the time being attached to any shares in the capital of the
company already issued, the new shares may be issued upon such terms and conditions and with such
rights and privileges attached thereto as the General Meeting resolving upon the creation thereof shall
direct and if no direction be given, as the Board shall determine, and in particular such shares may be
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issued with a p referential or qualified right to dividends and i n the distribution of assets of t he
company.
PROVISION RELATING TO ISSUE

47. Before the issue of any new shares, the company at General Meeting may make provisions as to t he
allotment and issue of the new shares, and in p articular may determine to whom the same shall be
offered in the first instance and whet her at par or at a premium or, subject to the provisions of section
79 of the Act, at a discount, in default of any such provision, or so far as the same shall not extend, the
new shares may be issued in conformity with the provisions of Article 6.
HOW FAR NEW SHARES TO RANK WITH EXISTING SHARES

48. Except so far as otherwise provided by the conditions of issue or by these Articles any capital raised by
the creation of new shares shall be considered part of the then existing capital of the company and shall
subject to the provision herein contained with reference to the payment of dividends, voting rights,
calls and installments, transfer and transmission, forfeiture, lien, surrender and otherwise.
INEQUALITY IN NUMBER OF NEW SHARES

49. If, owing to any inequality in the number of new shares to be issued and the number of shares held by
member entitled to have the offer of such new shares, any difficulty shall arise in the appointment of
such difficulty shall, in the absence of any d irection in the resolution creating the shares or b y the
company in general meeting, be determined by the Board.
DEDUCTION OF CAPITAL ETC

50. The company may, from time to time, by Special resolution, reduce its cap ital and any Capital
Redemption Reserve Account or Shares Premium Account or Shares Premium Account in any manner
and with and subject to any incident authorized and consent required by law.
ALTERTION OF CAPITAL
POWER TO SUBDIVIDE AND CONSOLIDATE SHARES
51. The company in General Meeting by ordinary resolution may from time to time:
(1) Consolidate and divide all or any of its shares capital into like shares of larger amount than its existing
shares:
(2) Sub-divide existing shares or any of them into shares of smaller amount than is fixed by the
Memorandum so h owever that in the sub-division the proportion between the amount, paid and the
amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from
which the reduced share is derived.
(3) Cancel any shares which, at the date of passing of the resolution, 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.
POWERS ON SUB-DIVISION
52. The resolution whereby any share is sub-divided may determine that, as bet ween the holders of the
shares resulting from such s ub-division, one or more of such s hares shall have s ome preference or
special advantage as regards dividend, capital, voting, or otherwise over or as compared with the others
or other, subject nevertheless to the provisions of Sections 85, 87, 88 and 106 of the Act.
SURRENDER OF SHARES
53. Subject to the provisions of Sections 100 to 104 inclusive of the Act, the Board may accept from any
member the surrender on such terms and conditions as shall be agreed of all or any of his shares.
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MODIFICATION OF RIGHTS
POWER TO MODIFTY RIGHTS

54. If at any tim e the share capital is divided into difference classes of s hares the rights attached to a ny
class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not
the company is being wound up, be varied with the consent in writing of the holders of three-fourths of
the issued shares of that class, or with the sanction of a Special Resolution passed at a Separate General
Meeting of the holders of the shares of that class. To every such separate meeting at the provisions of
these Articles relating to General Meetings shall apply but so that the necessary quorum shall be two
persons at least holding or representing by proxy one-firth of the issued shares of that class but so that
if at any adjourned meeting of such holders a quorum as above defined is not present, those members
who are present shall be a quo rum and that any holder of shares of the class present in person or by
proxy may demand a poll and, on a poll shall have one vote for each shar e of the class of which he is
the holders. This Article is n ot by implication to curtail the power of modification which the company
would have if this Article were omitted. The company shall comply with the provisions of section 192
of the Act as to forwarding a copy of any such agreement of resolution to the Registrar.
BORROWING POWERS
POWER TO BORROW
55. The Board, may from time to time, as its discretion, raise or borrow and secure the payment of any sum
or sums of money for the purposes of the company.
CONDITIONS ON WHICH MONEY MAY BE BORROWED

56. The Board may raise or secure the repayment of such sum or sums in such manner and upon such terms
and conditions in all resp ects as it thinks fit, and, in particular, by the issue of bonds, perpetual or
redeemable debentures, stock or any mortgage or other security on the undertaking of the whole or any
part of the property of the c ompany (both present and future) including its uncalled capital for the time
being.
ISSUE AT DISCOUNT ETC. OF WITH SPECIAL PRIVILEGES

57. Any debentures, debenture-stock, bonds or other securities may be issued at a d iscount, premium or
otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares,
appointment of Directors and otherwise Debentures, debenture-stock, bonds and other securities may
be made assignable free from any equities between the company and the person to whom the same may
be issued; Provided that debenture with the right to allotment of or conversion into shares shall not be
issued except in conformity with the provisions of Section 81(3) of the Act.
INSTRUMENT OF TRANSFER
58. Save as provided in Section 108 of the Act, no transfer of debentures shall be registered unless a proper
instrument of transfer duly stemped and executed by the transferor and transferee has been delivered to
the company together with the certificate or certificates of the debentures.
NOTICE OF REFUSAL TO REGISTER TRANSFER

59. If the Board refuses to register the transfer of any debentures, the company shall, within two months
from the date on which the instrument of transfer was lodged with the company, send to the transferee
and to the transferor, notice of refusal.
GENERAL MEETINGS
WHEN ANNUAL GENERAL MEETING TO BE CALLED

60. In addition to any other meetings, General Meetings of the company shall be held within such intervals
as are specified in Section 166(1) of the Act, and subject to the provisions of Section 166(2) of the Act
at such tim es and places a s may be determined by the Board. Each such General Meeting s hall be
called and `Annual General Meeting’ and sh all be specified as su ch in the notice convening the
meeting. Any other meeting of the company shall be called an “Extraordinary General Meeting”.
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WHEN EXTRA ORDINARY GENERAL MEETING TO BE CALLED
61. The Board may, whenever it thi nks fit, and it shall on the requisition of the members in accordance
with Section 169 of the Act, proceed to call an Extraordinary General Meeting. The requisition may in
default of the Board convening the same convene the Extraordinary General Meeting as provided by
Section 169 of the Act, provided that unless the Board shall refuse in writing to permit the
requisitionists to hold the said meeting at the Office, it shall be held at the office.
CIRCULATION OF MEMBERS’ RESOLUTION

62. The company shall comply with the provisions of Section 188 of the Act, as t o giving notice of
resolutions and circulating statements on the requisition of members.
NUMBER OF MEETINGS
63. Subject to the provisions of Sections 171 and 176(2) of the Act, notice of every meeting of the
company shall be given to such persons and in such manner as provided by Section 172 of the Act.
Where any business consists of “Special Business ” as hereinafter defined in Article 64 there shall be
annexed to the notice a statement complying with Sections 173(2) and (3) of the Act.
A General Meeting of the company can be called up by giving not less than 21 days Notice in writing.
The Accidental omission to give any such notice to or its non-receipt by any member or other person to
whom it should be given shall not invalidate the proceedings of the meeting.
PROCEEDINGS AT GENERAL MEETING
BUSINESS OF MEETING
64. The ordinary business of an Annual General Meeting shall be to receive and consider the Profit & Loss
Account, the Balance Sheet and the Reports of the Directors and the Auditors, to elect Directors in t he
place of t hose retiring by rotation, to a ppoint Auditors and fi x their remuneration and to decla re
dividends. All other business transacted at Annual General Meeting and all business transacted at
Extraordinary General Meeting shall deemed special business.
QUORUM TO BE PRESENT WHEN BUSINESS COMMENCES

65. No business shall be transacted at any General Meeting unless a quorum of members is present at the
time when the meeting proceeds to business. Save as herein otherwise provided five m embers
personally present shall be a quorum.
WHEN IF QUORUM NOT PRESENT, MEETING TO BE DISSOLVED AND

WHEN TO BE ADJOURNED
66. If within half-an-hour from the time appointed for the meeting, a quorum be not present, the meeting, if
convened upon the requisition of members as aforesaid, shall be dissolved; but in any other case it shall
stand adjourned in accordance with the provisions of sub-section (3) , (4) and (5) of Section 174 of the
Act.
RESOLUTION TO BE PASSEE BY COMPANY IN GENERAL MEETING

67. Any act or resolution which, under the provisions of these Articles or of the Act, is p ermitted or
required to be done or passed by the company in General Meeting shall b e sufficiently so done or
passed if effected by an Ordinary Resolution as defined in Section 189(1) of the Act unless either the
Act or th ese Articles specifically require such act to be done or resolution passed by a Sp ecial
Resolution as defined Section 189(2) of the Act.
CHAIRMAN OF GENERAL MEETING
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68. The Chairman of the Board shall take the chair at every General Meeting, if, however, there be no such
Chairman, or if at any meeting he shall not be present within fifteen minutes after the time appointed
for holding such meeting, or is unwilling to act, the member present shall choose another Director as
Chairman, and if no Director be present, or if all the Directors present decline to take the chair, then the
members present shall, on a show of hands or on poll if properly demanded, elect one o f their
members, being a member entitled to vote, to the Chair.
HOW QUESTION TO BE DECIDED AT THE MEETINGS

69. Every question submitted to a meeting shall be decided, in the first instance by a show of hands, and in
the case of equality of votes, both on a show of hands and on a poll, the Chairman of the meeting shall
have a casting vote in addition to the vote to which he may entitled as a member.
WHAT IS TO BE EVIDENCE OF PASSING OF A RESOLUTION

WHERE POLL NOT DEMANDED
70. At any General Meeting, unless a po ll is (b efore or on the declaration of the result of the show of
hands) demanded in accordance with t he provisions of Section 179 of the Act, a declaration by a
particular majority, and on entry to that effect in the book containing the minutes of the proceedings of
the Company shall be conclusive evidence of the fact, without proof of the number of proportion or the
votes casts in favour of, or against the resolution.
71(1) If, as aforesaid, a poll be demanded it shall be taken forthwith on a question of adjournment or election
of a Chairman and in any ot her case in suc h manner and at such time, not being later than forty-eight
hours from the time when the dem and was made, and at such place as t he Chairman of the m eeting
directs, and, subject as aforesaid, either at once or after an interval or adjournment or otherwise, and the
result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll
was demanded.
(2) The demand of a poll may be withdrawn at any time.
(3) Where a poll is to be taken the Chairman of the meeting shall appoint two scrutineers, one at least of
whom shall be a member (not being an officer or employee of the c ompany) present at the meeting
provided such a member is available and willing to be appointed, to scrutinise the votes given on the
poll and to report to him thereon.
(4) On a poll a member entitled to more than one vote, or his proxy or other person entitled to vote for him,
as the case may be need not, if he votes, use all his votes of cast in the same way all the votes he uses.
(5) The demand for a poll shall not present the continuance of a meeting for the transaction of any business
other than the question on which a poll has been demanded.
POWER TO ADJOURN GENERAL MEETING

72(1) The Chairman of a General Meeting may adjourn the same from time to time and from place to place,
but no business shall be transacted at any adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place.
(2) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as
in the case of an origi nal meeting. Save as aforesaid and as provided in Article 66 it shall not be
necessary to give any notice of a n adjournment or of the business to be transacted at an a djourned
meeting.
VOTES OF MEMBERS
VOTES OF MEMBERS
73(1) On a show of hands every member present in person and being a holder of Equity Shares shall have
one vote and every person present either as a pro xy on behalf of a holder of an E quity Share or as a
representative of a body corporate (in accordance with Article 74) being a holder of an Equity Share, if
he is not entitled to vote in his own right, shall have one vote.
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(2) On a poll the voting rights of a holder of Equity Shares shall be as specified in Section 87 of the Act.
(3) No company or body corporate shall vote by p roxy so long as a r esolution of its Bo ard of Directors
under the provisions of Sec tion 187 of the Act is in force and t he representative named in such
resolution is present at the General Meeting at which the vote by proxy is tendered.
(4) The voting rights of holders of preference shares shall be as specified in Section 87 of the Act.
PROCEDURE WHERE A COMPANY OR THE PRESIDENT OF INDIA OR

THE GOVERNOR OF A STATE IS A MEMBER OF THE COMPANY
74(1) Where a co mpany or a body co rporate (hereinafter called `member company’) is a member of the
company, a person duly appointed by resolution in accordance with the provisions of section 187 of the
Act to represe nt such m ember company at a meeting of the com pany shall not, by reason of s uch
appointment, be deemed to be a proxy and the production at the meeting of a copy of such resolution
duly signed by one Director of such member company and certified by him as being a true copy of the
resolution shall be accepted by the com pany as sufficient evidence of the validity of his appointm ent.
Such a person shall be entitled to exercise the same rights and powers, including the right to vote by
proxy on behalf of the member company which he represents, as that member company could exercise
if it were an individual member.
(2) Where the President of India or the Governor of a State is a member of the company, the Present or, as
the case may be, the Governor may appoint such person as he thinks fit to act as his representative at
any meeting of the c ompany or at a ny meeting of any class of members of the company and such
person shall be deemed to be a member of the company and shall he entitled to exercise the same rights
and powers, including the right to vote by proxy, as the President or, as t he case may be, the Governor
could exercise as a member of the company.
VOTES IN RESPECT OF INSANE MEMBERS

75. If any member be a lunatic, idiot or non-composementis, he may vote whether of a show of hands or at
a poll by his committee, curator bonis or other legal curator and such last mentioned persons may give
their votes by proxy, provided that forty-eight hours at least b efore the time of holding the meeting or
adjourned meeting, as the case may be, at which any such person proposes to vote he shall satisfy the
Board of his rights under the Transmission Article to the shares in respect of which he proposes to
exercise his right under this Article, unless the Board shall have previously admitted his right to vote at
such meeting in respect thereof.
JOINT HOLDERS
76. Where there are joint registered holders of any shares any one of such persons may vote at any meeting
either personally or by proxy in respect of such share as if h e were solely entitled thereto; and if more
than one of such joint holders be present at any meeting either personally or by proxy, that one of t he
said persons so present whose name stands first on the Register in respect of such share shall alone be
entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose
name any deemed joint-holders thereof.
INSTRUMENT APPOINTING PROXY TO BE IN WRITING

77. The instrument appointing a proxy shall be in writing under hand of the appointer, or of h is Attorney
duly authorised in writing or if such appointer is a body corporate be under its common seal or the hand
of its officer or Attorney duly authorised. A proxy who is appointed for a specified meeting only shall
be called Special Proxy. Any other proxy shall be called a General Proxy.
A person may be ap pointed a pr oxy though he is not a member of t he company and every notice
convening a meeting of the company shall state this and that a member entitled to attend and vote at the
meeting is entitled to appoint a proxy to attend and vote instead of himself.
INSTRUMENT APPOINTING A PROXY TO BE DEPOSITED AT THE

OFFICE
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78. The instrument appointing a proxy and the Power of Attorney or other authority (if any) under which it
is signed, or a notarially certified copy of that power or authority, shall be deposited at the office not
less than forty-eight hours before the time for holding the meeting at wh ich the person named in the
instrument purports to vote in respect thereof and in default the instrument of proxy shall not be treated
as valid.
WHEN VOTE BY PROXY VALID THOUGH AUTHORISED

REVOKED
79. A vote gi ven in accorda nce with the term s of an instrument appointing a proxy shall be valid
notwithstanding the previous death or insanity of the principal, or revocation of the instrument, transfer
of the share in respect of which the vote is given provided no intimation in writing of the death,
insanity, the company at the office before the vote is given; provided nevertheless that the Chairman of
any meeting shall be entitled to require such evidence as he may in his discretion think fit of the due
execution of an instrument of proxy and that the same has not been revoked.
FORM OF INSTRUMENT APPOINTING A SPECIAL PROXY

80. Every instrument appointing a Special proxy shall be ret ained by the company and shall, as nearly as
circumstances will admit, be in any form set out in Schedule ix to the Act or as near thereto as possible
or in any other form which the Board may accept.
RESTRICTION ON VOTING
81. No member shall be entitled to exercise any voting rights either personally or by proxy at any meeting
of the company in respect of any shares registered in his name on which any calls or other sums
presently payable by him have not been paid or in regard to which the company has, and has exercised,
any right of lien.
ADMISSION OR REJECTION OF VOTES

82(1). Any objection as to the admission or rejection of a vote, either on a show of hands or on a s how of
hands or on a poll, made in due time shall be referred to the Chairman who shall forthwith determine
the same, and such determination made in good faith shall be final and conclusive.
(2) No objection shall be raised as to the qualification of any voter e xcept at the meeting or adjourned
meeting at which the vote objected to is given or tendered and every vote not disallowed at such
meeting shall be valid for all purposes.
DIRECTORS
NUMBER OF DIRECTORS
83. The number of Directors of the company shall not be less than three nor more than twelve.
FIRST DIRECTOR
84. The persons hereinafter named were the First Directors of the company; that is to say;
1. Smt. Jeevanlata Kagliwal
2. Shri Shrirang Agrawal
3. Shri Sunil Buit
SHARE QUALIFICATION OF DIRECTORS

85. Unless otherwise determine by the company in General Meeting, as Dire ctor shall not requi re a share
qualification.
REMUNERATION OF DIRECTORS
86(1). The remuneration of a Director for his services for attending a Board Meeting on a Committee of the
Board shall be a sum not exceeding Rs.250/- for each meeting attended by him as may be fixed by the
Directors from time to time.
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The Directors (other than a Managing Director) and a Director in the whole time employment of the
company shall also be paid by way of further remuneration three per cent of the annual net profits of
the company; (the rate of such commission shall be reduced to one per cent in the circumstances
referred to in Section 309(4) of the Act); such net profits being computed in the manner laid down in
Section 349 of the Act; except that the remuneration of Directors shall not be deducted from the gross
profit. Such remuneration under this sub-para shall be paid to all the Directors for the time being or to
any one o r more of them in such proportioin as t he Directors may by the resolution of t he Board
authorising such payments decide, and in default of such decision, equality amongst all the Directors
for the time being in office during the year. Such remuneration in respect of each financial year shall be
paid in the next subsequent year.
TRAVELLING AND OTHER EXPENSES

(2) The Directors may allow and pay to any Director who travels for the purpose of attending and returning
from meetings of the Board of Directors or any Committee thereof or General Meetings, or otherwise
in connection with the business of the company, traveling and hotel and other expenses for himself, his
wife and an attendant as approved by the Board for the purpose of his attendance, and in connection
with the business of the company in addition to his fees for attending such meetings as above specified
and other remuneration payable to him. The Directors shall be entitled to all fees fo r filing documents
which they may be required to file under the Act.
WHERE OF THIS COMPANY APPOINTED DIRECTOR OF COMPANY IN

WHICH THIS COMPANY IS INTERESTED
87. A Director of this company may be or become a Director of any c ompany promoted by this company
or in which it may b e interested as a vendor, shareholder or otherwise, and no such Director shall be
accountable for any benefits received as a Director or member of such company.
BOARD MAY ACT NOTWITHSTANDING VACANCY

88. The continuing Directors may act, not wi thstanding any vacancy in their body; but so that if the
number falls below the minimum above fixed the continuing Directors or continuing Director, as the
case may be, shall not, e xcept for the purpose of filling in vacancies or for summ oning a Ge neral
Meeting of the company, act so long as the number is below the minimum.
VACATION OF OFFICE OF DIRECTORS

89. The office of a Director shall ipso facto become vacant if at any time he commits any of the acts set out
in Section 283 of the Act.
HOLDING OF OFFICE OR PLACE OF PROFIT UNDER THE COMPANY

90. Any Director or other person referred to in Section 314 of the Act, may be appointed to or hold any
office or place of profit under the company or under any subsidiary of the company in accordance with
the provisions of Section 314 of the Act.
CONDITIONS UNDER WHICH DIRECTORS MAY CONTACT

WITH THE COMPANY
91. Subject to the provisions of Section 297 of the Act, a Director shall not be disqualified from
contracting with the company either as vendor, purchaser or otherwise for goods, materials or services
or for underwriting the subscription of any shares in or debentures of the company nor shall any such
contract or arrangement entered into by or on behalf of the company with a relative of such Director, or
a firm in which such director or relative is a partner or with any other partner in such firm or with a
private company of which such director is a member or director be avoided nor shall any director so
contracting or being such member or so interested be liable to account to the company, for any profit
by any such c ontract or ar rangement by reason of s uch director holding office or of the fiduciary
relating thereby established.
DISCLOSURE OF A DIRECTOR’S INTEREST

92. Every Director shall comply with the provisions of Section 299 of the Act, in regard to disclosure of his
concern or interest in any contract or arrangement entered into or to be entered into by the company.
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DISCUSSION AND VOTING BY DIRECTOR INTERESTED
93. No Director shall, as a Director, ta ke any part in the discussion of, or vote on any contracts or
arrangements in which he is in any way whether directly or indirectly concerned or interested nor shall
his presence count for the purpose of forming a quorum at the time of such discussion or vote. This
prohibition shall not apply to (a) an y contract of indemnity against any loss which the Directors or a
surety for the company; or (b) any contract or arrangement entered into or to be entered into by the
company with a pub lic company, in wh ich the interest of the Director consist solely in his being a
Director of such com pany and the holder of shares not exceeding in number of val ue the am ount
requisite to qualify him for appointment as a Dire ctor thereof, he hav ing been nominated as such
director by the company or in his being a member of the company holding not more than two per cent
of the paid up share capital of the company.
APPOINTMENT AND RETIREMENT OF DIRECTORS
BOARD MAY FILL UP CASUAL VACANCIES

94. Any casual vacancy occurring among the Directors may be filled up by the Board but any person so
appointed shall retain his office so long only as the vacating Director would have retained the same if
no vacancy had occurred. Provided that the Board may not fill such a vacancy by appointing thereto
any person who has been removed from the office of Director under Article 100.
POWER OF BOARD TO ADD TO ITS NUMBER

95. The Board shall have power at any time and from time to time to appoint any person as a Director as an
addition to the Board but so that the tota l number of Directors shall not at any time exceed the
maximum number fixed by these Articles. Any Director so appointed shall hold office only until the
next Annual General Meeting of the company and shall then be eligible for re-election.
POWER TO APPOINT ALTERNATE DIRECTOR

96. The Board may appoint any person to act as Al ternate Director for a Director during the latter’s
absence for a period of not less than three months from the State in which meetings of the Board are
ordinarily held and such appointment shall have effect and such appointee, whilst he holds office as an
Alternate Director shall be entitled to notice of meetings of the Board and to attend and vote thereat
accordingly, but he shall not require any qualification and shall ipso facto vacate office if and when the
absent Director vacates office as a Director, whichever is earlier.
ROTATION AND RETIREMENT OF DIRECTORS

97. At each Annual General Meeting of the company one-third of such of the Directors for the time being
as are liable to retire by rotation, or if their number is not three or a multiple of three, then the number
nearest to one-third shall retire from office. A Managing Director shall not be liable to retire by rotation
within the meaning of this Article.
PROPORTION TO RETIRE BY ROTATION

98. Not less than two-thirds of the total number of Directors shall be pe rsons whose period of office is
liable to determination by retirement of Directors by rotation.
99(a) Subject to the provisions of the Companies Act, 1956 and notwithstanding anything to the contrary
contained in these Articles, so long as any moneys remain owning by the company to any Financing
Company or Body or Financial Corporation or Credit Corporation or Bank or any Insurance
Corporation (each such Financing company or Body or Financial Corporation, Credit Corporation or
Bank or any Insurance Corporation is hereinafter referred to as “Financial Institution”) out of any loans
granted by the Financial Institution to the company or so long as the Financial Institution continues to
hold debentures in the company by director subscription or private placement, or so long as the
Financial Institution hold shares in the company as a result of underwriting or direct subscription or so
long as any liability of the company arising out of any guarantee furnished by the Financial Institution
on behalf of th e company remain outstanding, the Financial Institution shall have a rig ht to appoint
from time to time, its n ominee/s as a Director or Directors which Director or Directors is/are
(hereinafter referred to as Nominee Director/s) on the Board of the co mpany and to remove from such
office the Nominee Director/s so ap pointed, and at the tim e of such removal and also in the case of
death or resignation of the Nominee Director/s so a ppointed at any time appoint any other
98
person/persons in his/their place/ s and also fill any vac ancy which may occur as a result of suc h
Director/s ceasing t o hold office for any reasons wh atsoever; such appoint ment or removal shall be
made in writing on behalf of the Financial Institution appointing such Nominee Director/s and shall be
delivered to the company at its registered office.
(b) The Nominee Director/s shall not be required to hold any qualification shares in the company to qualify
him/them for the office of a Director/s nor shall he/they be liable to retirement by rotation. The Board
of Directors of the com pany shall have no power to remove from office the Nom inee Director/s s o
appointed. Subject to the aforesaid, the said Nominee Director/s shall be entitled to same rights and
privileges and be subject to the same obligations as any other Director of the company.
(c ) The Nominee Director/s so appointed shall hold the office only so long as any moneys remain owing
by the company to the Financial Institution or so long as the Financial Institution holds debentures in
the company as a result of direct subscription or private placement or s o long as the Financial
Institution holds shares in the company as a result of underwriting or direct subscription or the liability
of the company arising out of any guarantee, is outstanding and the Nominee Director/s so appointed in
exercise of the said power shall ipso facto vacate such office, imme diately the moneys owing by the
company to the Financial Institution is paid of or on the Financial Institution ceasing to hold
debentures/shares in the company or on the satisfaction of the liability of the company arising out of
any gurantee furnished by the Financial Institution.
(d) The Nominee Director/s appointed under t his Article shall be entitled t o receive all notices of and
attend all General Meetings, Board Meetings and the Meetings of the Committee of which the Nominee
Director/s is/are member/s as also the minutes of such meeting. The Financial Institution shall also be
entitled to receive all such notices and minutes.
(e) The company shall pay to the Nominee Director/s sittin g fees an d expenses to which the other
Directors of the company are en titled. Provided that if the Nominee Director is an officer of the
Industrial Development Bank of India (IDBI) the sitting fees in relation to such Nominee Director shall
accrue to IDBI and the sam e shall accordi ngly be paid by the com pany directly to the IDBI. Any
expenses that may b e incurred by the Financial Institution or su ch Nominee Director/s in connection
with his/their appointment of Direct orship shall be paid by the com pany. The IDBI or the Fi nancial
Institution shall be entitled to depute observer to attend the Meeting of the Board or any other
Committee constituted by the Board.
(f) The Nominee Director/s shall, notwithstanding anything to the contrary contained in these Articles, be
at liberty to disclose any information obtained by him/them to the Financial Institution appointing
him/them as such Director/s.
WHICH DIRECTORS TO RETIRE

100(1) The Directors to retire by rotation at every Annual General Meeting shall be t hose who have been
longest in office since their last appointment, but as between persons who becam e Directors on the
same day those to retire shall, in default of a nd subject to any agreement among themselves by
determined by lot.
(2) If at any Annual General Meeting all the Directors appointed under Articles 99 and 116 hereof are not
exempt from retirement by rotation under Section 255 of the Act, then to the extent permitted by the
said Section the exemption shall extend to the Director or Directors appointed under Article 99, Subject
to the foregoing provisions as between Directors appointed under any of the Articles referred to above,
Director or Directors who shall not be liable to retire by rotation shall be det ermined by and in
accordance with their respective seniorities as may be determined by the Board.
POWER TO REMOVE DIRECTORS BY ORDINARY RESOLUTION

ON SPECIAL NOTICE
101. The company may, subject to the provisions of Section 254 of the Act, by Ordinary Resolution of
which Special Notice has been given remove any Director before the expiration of his period of office
and may by Ordinary Resolution of which Special Notice has been given, appoint another person in his
stead, if the Director so removed was appointed by the company in General Meeting or by the Board
under Article 94. The pe rson so ap pointed shall hold office if he ha d not been so r emoved. If t he
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vacancy created by the removal of a Director under the provision of this Article is not so filled by t he
meeting at which he i s removed the Board may at any time thereafter till such vacancy under the
provisions of Articles 94.
PROCEEDINGS OF DIRECTORS
MEETINGS OF BOARD
102. The Board shall meet together at least once in every three months for the dispatch of business and may
adjourn and otherwise regulate its meetings and proceedings as it thinks fit. Notice in writing of every
meeting of the Board shall be given to every Director for the time being in India, and at his usual
address in India to every other Director.
DIRECTOR MAY SUMMON MEETING

103. Any director or the Secretary shall, upon the request of one third of the total number of Directors made
at any time convene a meeting of the Board.
CHAIRMAN
104. The Board may appoint a Chairman of its meetings and determine the period for which he is to hold
office. If no such Chairman is appointed or if at any meeting of the Board the Chairman be not present
within fifteen minutes after the time appointed for holding the same, the Directors present shall choose
someone of their members to be Chairman of such meeting.
QUORUM
105. The quorum for a meeting of the Board shall be determined fr om time to time in accordance with the
provisions of the Section 287 of the Act. If a quorum shall not be present within fifteen minutes from
the time appointed for holding a meeting of the Board, it shall be adjourned until such date and time as
the Chairman of the Board shall appoint.
POWER OF QUORUM
106. A meeting of the Board at which a quorum be present shall be competent to exercise all or any of the
authorities, powers and discretions by or under these Articles or the Act, for the time being vested in or
exercisable by the Board.
HOW QUESTIONS TO BE DECIDED

107. Subject to the provisions of Sections 316, 375(5) and 386 of the Act, questions arising at any meeting
shall be decided by a majority of votes, and, in case of an equality of votes the Chairman shall have a
second or casting vote.
POWER TO APPOINT COMMITTEE AND TO DELIGATE

108. The Board may, subject to the provisions of the Act, from time to time and at any time delegate any of
its powers to a committee consisting of such director or directors as it thinks fit, and may from time to
time revoke such delegation. Any committee so formed shall, in the exe rcise of the power s o
delegated, conform to any regulations that may from time to time be imposed upon it by the Board.
PROCEEDINGS OF COMMITTEE
109. The meetings and proceedings of any such committee consisting of two or m ore members shall be
governed by the provisions herein contained for regulating the meetings and proceedings of the Board
so far as the sa me are applicable thereto and are not superseded by any regulations made by the Board
under the last preceding Article.
WHEN ACTS OF A DIRECTOR VALID NOTWITHSTANDING

DEFECTIVE APPOINTMENT
110. Acts done by a person as a Director shall be valid notwithstanding tat it may afterwards be discovered
that its appointment was invalid by reason of any defect or disqualification or had terminated by virtue
of any provisions contained in the Act or in these Articles. Providing that nothing in this Article shall
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be deemed to give validity to acts done by a Di rector after his appointment has been sh own to the
Company to be invalid or to have terminated.
RESOLUTION WITHOUT BOARD

111. Subject to the provisions of the Act, a resolution circulated in draft, together with the necessary papers,
if any, to all t he Directors or to all th e members of the Committee, then in India (not being less in
number then the quorum fixed for meeting of the Board or committee, as the case m ay be, and to al l
other directors or members, at their usual addresses in India and approved by such of the Directors as
are then in India or by a majority of such of them as are entitled to vote on the Resolution, shall be
valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted. A
statement in the Minutes that a Reso lution has been passed in accordance with this Article sh all be
prima facie evidence of the fact.
MINUTES
MINUTES TO BE MADE
112. (i) The Board shall, in accordance with the provisions of Section 193 of the Act, caus e minutes
to be kept of every General Meeting of the Company and o f every meeting of the Board or of
every Committee of the Board.
(2) Any such Minutes of any meeting of the Board or of any Committee of the Board or of the
Company in General Meeting, if kept in accordance with the provisions of Section 193 of the Act,
shall be evidence of the matters stated in such minutes. The Minute Books of General Meetings of
the Company shall be kept at th e office and shall be open to inspection by members during the
hours of 10 a.m. and 12 noon on such business days as the Act requires them to be ope n for
inspection.
POWER OF THE BOARD
GENERAL POWER OF COMPANY VESTED IN THE BOARD

113. Subject to the provisions of the Act, the control of the Company shall be vested in the Board who
shall be entitled to exercise all such powers, and to do all such acts and things as the Company is
authorized to exercise and do, provided that the Board shall not directed or required, whether by
the Act or any other statute or by the Memorandum of t he Company or a ny other Articles or
otherwise, to be exercised or done by the company in general meeting. Provided further that in
exercisi8ng any su ch power or doing any such act or thing, t he Board shall be subject to the
provisions in that behalf contained in the Act, or any other statute or in the Memorandum of the
Company or in these Articles, or in any regulations not inconsistent therewith and duly made
thereunder including regulations made by the company in general meeting shall invalidate any
prior act of the Board which would have been valid if that regulation had not been made.
LOCAL MANAGEMENT
LOCAL MANAGEMENT POWERS OF ATTORNEY SEAL FOR USE

ABROAD AND FOREIGN REGISTRARS.
114. Subject to the provisions of the Act, the Board, may make such arrangements as it may think fit for
the management of the Company’s affairs abroad or in any specified locality in India and for this
purpose appoint local boards, attorneys and agents and fix their remuneration and delegate to them
such powers as the Board may deem requisite or expedient. Any such Board member or Attorneys
or agents as aforesaid may be aut horized by the Board to sub-delegate all or any of the powers,
authorities and discretions for the time being vested in them. The company may exercise all the
powers of Section 50 of the Act and the official seal shall be affixe d by the authority and in the
presence of and the instruments sealed therewith shall be signed by such persons as the Board shall
from time to time by writing under the Seal appoint. The company may also exercise the powers
of Sections 157 and 158 of the Act with reference to the keeping of Foreign Registrars.
101
MANAGING DIRECTORS
POWER TO APPOINT MANAGING DIRECTOR

115. Subject to the provisions of Section 316 and 317 of the Act, the Board may, from time to time
appoint one or more Directors to be Managing Director or Managing Directors of the Company,
for a fixed term and may from time to time, subject to the provisions of any contract between him
or them and the company remove or dismiss him or them from office and appoint another or others
in his or their place or places.
WHAT PROVISION SHALL BE THE SUBJECT

116. (1) Subject to the provision of Section 255 of the Act, a M anaging Director shall not while he
continues to hold that office be subject to retirement by rotation and he shall not be reckoned as a
director for the purpose of determining the rotation of retirement of Directors o r in fixing the
number of Directors to retire, and (subject to the provisions of any contract between him and the
company) he shall be s ubject to the same provision as to resignation and removal as the other
director, and he shall ips o facto and imm ediately cease to be Mana ging Director if he ceases to
hold the office of Directors from any cause.
SENIORITIES OF MANAGING DIRECTOR

(2) If at time total number of M anaging Director is more than one-third of the total number of
directors, the Managing Directors who shall not retire shall be determined by in accordance with
their respective seniorities. For the purpose of this Article th e seniorities of the managing
Directors shall be determined by the date of their respective appointments as Managing Directors
by the Board.
REMUNERATION OF MANAGING DIRECTOR

117. Subject to the provisions of ‘section 309, 310 and 311 of the Act, a M anaging Director shall in
addition to the rem uneration payable to him as Direct or of the company under these Articles,
receive such additional remuneration as may from time to time be sanctioned by the company.
POWER OF MANAGING DIRECTOR

118. Subject to the provisions of the Act and in particular to the prohibition and restrictions contained in
Section 292 thereof, th e Board may, from time to time, entrust to and confer upon a Managing
Director for the time being such of the powers exercisable under these presents by the Board as it
may think fit, and may 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 it thinks fit, and it may
confer such powers, either collaterally with, or to the exclusion of and in substitution for all or any
of the powers of the Board in that behalf and may from time to time revoke, withdraw, alter or
vary all or any of such powers.
SECRETARY/SECRETARIES
POWER TO APPOINT SECRETARY/SECRETARIES

119. The Board may appoint a Secretary or Secretaries of the Company on such terms and conditions as
it may think fit and may remove any such persons so appointed and may fill in the vacancy in th e
said office. T he Secretary or S ecretaries shall exercise s uch powers and carry out such duties as
the Board may from time to time determine
THE SEAL
CUSTODY OF SEAL
120. The Board shall provide for the safe custody of the Seal and the Seal shall never be used except by
the authority previously given by the Board of a committee of the Boa rd authorized by the Board
in that behalf and, save as provided in Article 12 hereof, any two Directors or one director and the
secretary/Secretaries or o ne director and such other person as t he Board may appoint shall sign
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every instrument to which the seal is affixed. Provided nevertheless, that any instrument being the
Seal of the Com pany and issue d for val uable consideration shall be binding on the co mpany
notwithstanding any irregularity touching the authority of the Board to issue the same.
RESERVES
RESERVES
121. The Board may, before recommending any dividend, set aside out of the profits of the company
such sums as it thinks proper as a reserve or reserves which shall at the discretion of the Board, be
applicable for any purpose to which the profits of the company may be properly applied and the
Board may, whether or not it places any sum to reserve, carry forward any profits which the Board
may think it prudent to divide.
INVESTMENT OF MONEY
122. All moneys carried to reserve shall nevertheless remain and be profits of the company applicable,
subject to due provisions being made for actual loss or depreciation, for the payment of dividends
and such moneys and al l the pother moneys of t he company not immediately required for the
purposes of the company may, subject to the provisionss of Sections 370 and 372 of the Act, be
invested by the Board in or upon such investments or securities as it may select or may be used as
working capital or may be kept at any Bank on deposit or otherwise a the Board may from time to
time think proper.
CAPITALISATION OF RESERVES
123. Any General Meeting may resolve that any moneys, investments, or other assets forming part of
the undivided profits of the co mpany stranding to the credit of the reserves, or any Capital
Redemption Reserves Account, or in the hands of the Company and available for dividend or
representing premium received on the iss ue of s hares and sta nding to the credit of t he Share
Premium Account be ca pitalized and distributed amongst such o f the shareholders as would be
entitled to receive the same if distributed by way of dividend and in the same proportions on the
footing that they become entitled thereto as capital and that all or any part of such capitalized fund
be applied on behalf of such shareholders in paying up in full any unissued shares of the Company
which shall be distributed accordingly or in o r towards payments of the 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 cap italized sum, provided that any sum standing to the
credit of a Share Premium Account or a Capital Redemption Reserve Account, for the purpose of
this Article, only be applied in paying up unissued shares to be iss ued to shareholders of the
Company as fully paid bonus shares.
DISTRIBUTION OF CAPITAL PROFITS

124. The Company in General Meeting may at any time and from time to time resolve that any surplus
moneys in the hands of the Company representing capital profits a rising from the receipt of
moneys received or recovered in respect of or a rising from the realization of any capital assets of
the company or any investment representing the same instead of being applied in the purchase of
other capital assets or for other capital purposes be distributed amongst the ordinary shareholders
on the footing that the receive the same as capital and in the shares and proportions in which they
would have been entitled to receive the sa me if it had been distributed by way of divide nd,
provided always that no such profits and aforesaid shall be so distributed unless there shall remain
in the hands of the company a su fficiency of other assets to answer in full the whole of th e
liabilities and paid-up share capital of the company for the time being.
FRACTIONAL CERTIFICATE
125. For the purpose of giving effect to any resolution under the two last preceding Articles the Board
may settle any difficulty which may arise in regard to the distribution as it thinks expedient and, in
particular, may issue fractional certificates, and m ay determine that cash payments shall be made
to any members fixed in order to adjust the rights of all parties and may vest such cash in trustees
upon such trusts for the persons entitled to the dividend or capitalized fund as may seem expedient
to the Board. Where requisite a proper contract shall be filed in accordance with Section 75 of the
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Act, and the Board may appoint any person to sign such contract on behalf of the person entitled to
the dividend or capitalized fund and such appointment shall in effective
DIVIDENDS
HOW PROFITS SHALL BE DIVISIBLE

126. Subject to the rights of m embers entitled to shares (if any) with preferential or special rights
attached thereto, the profits of the company which shall from time to time be determined to be
divided in respect of any year or other shall be applied in the payment of a dividend on the equity
shares of the Company but so that a partly paid up share shall only entitle the holder with respect
thereof to such a proportion of t he distribution upon a fully paid up share as the amount paid
thereon bears a fully paid up share as the amount paid thereon bears to the nominal amount of such
share and so that where capital is paid up in advance of calls su ch capital shall not rank for
dividends or others a right to participate in profits.
DECLARATION OF DIVIDENDS
127. The Company in Annual General Meeting may declare a di vidend to be pai d to the members
according to their rights and interest in the profits and may, subject to the provisions of Section
207 of the Act, fix the time for payment.
RESTRICTION ON AMOUNT OF DIVIDEND

128. No larger dividend shall be declared than is recommended by the Board, but the company in
General Meeting may declare a smaller dividend.
DIVIDEND OUT OF PROFIT ONLY AND NOT

TO CARRY INTEREST
129. Subject to the provisions of Section 205 of the Act no dividend shall be payable except out of the
profits of the Company or of moneys provided by the Central or State Government for the payment
of the dividend in pursuance of any guarantee given by such Government.
WHAT TO BE DEEMED NOT PROFITS

130. The declaration of the Board as t o the amount of t he net profits of the company shall be
conclusive, subject to the provisions of the Act.
INTERIM DIVIDENDS
131. The Board may from time to time pay to the members such interim dividends as in its ju dgment
the position of the Company justifies.
DEBTS MAY BE DEDUCTED

132. The Board may deduct from any dividend payable to any member all sums of m oney, if any,
presently payable by him to the company on account of calls or otherwise in relation to the sha res
of the Company.
DIVIDEND AND CALL TOGETHER

133. Subject to the provisions of Article 14, any General Meeting declaring a dividend may make a call
on the members of such amount as the meeting fixes, but so that the call on each member shall not
exceed the dividend payable to him, and so that the call be made payable at the sam e time as the
dividend and the dividend may be set off against the call.
DIVIDEND IN CASH
134. No dividend shall be payable except in cash, provided that nothing on the foregoing shall be
deemed to prohibit the capitalization of profits or reserves of the Company for the purpose of
issuing fully paid up bonus shares or paying up any amount for the time being unpaid on the shares
held by the members of the Company.
EFFECT OF TRANSFER
104
135. A transfer of shares shall not pass the right to any dividend declared thereon before the registration
of the transfer by the Company.
PAYMENT OF INTEREST ON CAPITAL

136. The Company may pay interest on capital for the construction of works or buildings when and so
far as it shall be authorized to do by and subject to Section 208 of the Act.
TO WHOM DIVIDENDS PAYABLE

137. No dividend shall be paid in respect of any share except to the registered holder of such share or to
his order or to his bankers, but nothing contained in this Article shall be deem ed to require the
bankers of a registered shareholder to make a separate application to the Company for the payment
of the dividend. Nothing in this Article shall b e deemed to affect in any manner the operation of
Article 135.
DIVIDEND TO JOINT HODERS

138. Any one or several persons who are registered as the joint holders of any share may give effectual
receipts for all dividends, bonuses and other payments in respect of such share.
PAYMENT BY POST
139. unless otherwise directed in accordance with Section 206 of the Act, any dividend, interest or other
moneys payable in cash in respect of shares may be paid by cheque or warrant sent through the
post to the registered address of the holder o, in the case of joint-holders, to the registered address
of that one of the joint-holders who is first named on the Register in respect of the joint-holding or
of such person and such address as the holder or joint-holders, as the case may be, may direct and
every cheque or warrant so sent shall be made payable to the order of the person to whom it is sent.
UNCLAIMED DIVIDEND
140. Subject to Section 205A of the Act, all dividends unclaimed for one year after having been
declared may be invested or otherwise made use of by the Board for the benefit of the Company
until claimed and all dividends unclaimed till th e claim thereto becomes barred by law may be
forfeited by annual the forfeiture wherever it may think proper.
ACCOUNTS
BOOKS OF ACCOUNTS TO BE PRESERVED

141. The Books of Account of the Company relating to a period of not less than eight years
immediately preceding the current year together with the vouchers relevant to a ny entry in suc h
books of account shall be preserved in good order.
WHEN ACCOUNTS TO BE DEEMED

FINALLY SETTLED
142. Every Balance Sheet and Profit and Loss Account of the Company when audited and adopted by
the company in General Meeting shall be co nclusive except as re gard any error, discove red
therein.
SERVICE OF NOTICES AND OTHER DOCUMENTS
HOW NOTICES TO BE SERVED ON MEMBERS

143. A notice or other document may be gi ven by the Company to its members in accordance with
Sections 53 and 172 of the Act.
Where a document is sent by post, service of notice shall be deem ed to be effected by properly
addressing, prepaying and posting a letter containing the document. Provided where a member has
intimated to the company in advance that the document should be sent to him under Certificate of
Posting or by Registered Post with our without acknowledgement due and has deposited with the
Company a sum sufficient to defray the expenses of doing so, service of the document shall not be
105
deemed to be effected unless it is sent in th e manner intimated by the member, and unless the
contrary is proved such service shall be deemed to have been effected:
(i) in the case of notice of a meeting at the expiration of forty-eight hours after the same is posted
and
(ii) in any of the case, at the time at which the letter would be delivered in the ordinary course of
post.
TRANSFEREE ETC. BOUND BY PRIOR NOTICE

144. Every person who by operation of law, transfer or other means whatsoever shall become entitled to
any share shall be bound by every notice in respect of such share which previously to his name and
address being entered on the Register shall have been duly given to the person from whom he
derives his title to such share.
NOTICE VALID THOUGH MEMBER DECEASED

145. Subject to the provisions of Articles 143, any notice or document delivered or sent by post to or
left at the registered address of any member in pursuance of these Articles shall, notwithstanding
such member be then deceased and whethe r or not the com pany have notice of his decease, be
deemed to have been duly served in respect of any registered shares, whether held solely or jointly
with other persons by such member, until some other person be registered in his stead as the holder
or joint-holder thereof and such service shall, fo r all purposes of these presents, be deemed a
sufficient service of such notice or documents on his heirs, executors or administrators and all
persons, if any, jointly interested with him in any such share.
SERVICE OF PROCESS IN WINDING UP

146. Subject to the provisions of Section 497 and 509 of the Act, in the event of wi nding up o f the
company, every member of the Company who is not for the time being in Bo mbay may, with in
eight weeks after the passing of an effective resolution to wind up the company voluntarily or the
making of an order for the winding up of the company, serve notice in writing in the company
appointing some householder residing in the neighborhood of the office upon whom all summons,
notices, process, orders and judgments in relation to or provisions of this Article shall not prejudice
the right of t he Liquidator of the company to serve a ny notice or other document in any other
manner prescribed by these Articles.
INSPECTION
INSPECTION
147(1) The Books of Accounts and other books and papers shall be opened to inspection by any Director
during business hours.
(2) The Board shall, from time to time, determine whether and to what extent, and at what times and
places, and under what conditions or regulations, the Books of Account and books and documents
of the company, other than those referred to in articles 112(2) and 148 or a ny of them, shall be
opened to the inspection of the members not being Directors and no member (net being a director)
shall have any right of inspecting any Books as conferred by law or authorized by the Board or by
the company in General Meeting.
INSPECTION OF REGISTERS ETC.

148. Subject to the provisions of Section 209(4)(b) of the act, whereunder any provision of the Act, any
person, whether a m ember of the company or no t, is entitled to inspect any register, return,
certificates, deed, instrument or document required to be kept or maintained by the company, the
person so entitled to inspection, shall, on his giving to the company not less than twenty four hours
previous notice in writing of his intention specifying which register, etc., he intends to inspect, be
permitted to inspect the same between the hours of 11.00 a.m. and 1.00 p.m. on such business days
as the Act requires them to be opened for inspection.
RECONSTRUCTIONS
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RECONSTRUCTION
149. On any sale of the undertaking of the company the board or the liquidator, on a winding up may, if
authorized by a Special Resolu tion accept fully paid-up shares, debentures or securities of any
other company, whether incorporated in India or not, either then existing on to be formed for the
purchase in whole or in part of the property of the company, and the Board (if the profits of the
company permit) or the Liquidators (in a winding up) may distribute such shares or securities or
any other property of the company amongst the members without realization, or vest the same in
trustees for them and any Special Resolution may provide for the distribution or appropriation of
the cash, shares or other securities, benefits or property otherwise then in accordance with the strict
legal rights of the members or co ntributors of t he company and for the valuation of any such
securities or property at such price and in such manner as the meeting may approve and all holders
of shares shal l be bound to accept and shall be bound by any valuation or distri bution so
authorized, and waive all rights in relation thereto, save only in case the company is proposed to be
or in the course of being wound up, such statutory rights, if any, under section 492 of the Act, as
are incapable of being varies or excluded by these Articles.
WINDING UP
DISTRIBUTION OF ASSETS
150. If the Company shall be wound up and the assets available for distribution among the members as
such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed
so that as nearly as may be the losses s hall be borne by the m ember in proportion to the capital
paid up or which ought to have been paid up at the commencement of the winding up on the shares
held by them respectively. And if in a winding up the assets available for distribution among the
members shall be more than sufficient to repay the whole of the capital paid up at th e
commencement of t he winding up the excess shall be distributed amongst the members in
proportion to the capital at the commencement of the winding up paid up or which ought to have
been this Article is to be without prejudice to the rights of the holders of shares issued upon special
terms and conditions.
DISTRIBUTION OF ASSET IN SPECIE

151. 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 kind any part of the
assets of the company and may, with the like sanction, vest and part of the assets of the company
in trustees upon such trusts for the benefits of the contributors, or any of them as the Liquidators,
with the like sanction, shall think fit.
SECRECY
SECRECY
152. Every director, manager, secretary, trustee for the company, its members, or debenture holders,
member of a c ommittee, officer, servant, agent, accountant or other person employed in or about
the business of the company shall, if so required by the Board before entering upon his duties sign
a declaration pledging him self to observe a strict secre cy respecting all tran sactions of the
company with its custom ers and the state of acc ounts with individuals and in matters relating
thereto, and shall by such de claration pledge himself not to revel any of the matters which may
come to his knowledge in the discharge of his duties except when required so to do by the Board or
by any General Meeting in order to comply with any of the provisions of these Articles contained.
NO MEMBER TO ENTER THE PREMISES OF THE

COMPANY WITHOUT PERMISSION
153. No member or other person (not being a director) shall be entitled to enter upon the property of the
company or to inspect or examine the company’s premises or properties without the permission of
the Board or, subject to Articles 147(2) to require discovery of or any information respecting any
details of the trading of the company or any matter which is or m ay be in the nature of a t rade
107
secret, mystery of trade pr secret to process or of any matter whatsoever which may relate to the
conduct of the Board it will b e inexpedient in the interest of the company to communicate to the
public.
INDEMNIFY
INDEMNIFY
154. Every Director , Manager, secretary or office of the Company or any person (whether an office of the
company or not) employed by the Company and any person appointed as Auditor shall be indemnified
out of the funds of the company against all liability incurred by him as suc h Director, Manager,
Secretary, Officer, employee or Auditor in defending any proceedings, whether civil or c riminal in
which judgment is given in his favour or in which he is acquitted, or in connection with any application
under Section 633 of the ‘act, in which relief is granted to him by the Court.
XV. MATERIAL CONTRACTS AND DOCUMENTS
1. Memorandum and Articles of Association of the Company

2. Certificate of Incorporation dated 14th July, 1998.
3. Certificate of Commencement of Business dated 14th July, 1998
4. Scheme of Arrangement between Nath Seeds Limited and Nath Bio-Gene(India) Ltd.
5. Order dated 27th August 2003 of the Hon’ble High Court of Bombay approving the
Scheme of Arrangement.
6. Application made to BSE for listing of the securities.
7. Copies of Agreement with National Securities Depository Ltd. (NSDL) dated 19th
April, 2004.
8. SEBI Letter bearing reference No. CFD/DIL/192B/UR/41173/2003 dated 25th May,
2005.
9. Annual Report 2012.
108

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INFORMATION MEMORANDUM

NATH BIO-GENES (INDIA) LIMITED

Registered Office: Nath House, Nath Road, Aurangabad – 431 005

INFORMATION MEMORANDUM FOR LISTING OF 64,34,000 EQUITY SHARES OFRS.10 EACH

NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED

ABSOLUTE RESPONSIBILITY OF NATH BIO-GENES (INDIA) LTD.

SHARE TRANSFER AGENT

S.No. TOPIC Page No.

Articles / articles of Association Articles of Association of Nath Bio-Genes (India) Ltd.

Risk envisaged by the Management:

A. Risks Internal to the Company

1. Risks relating to business operations

B. Risks External to the Company

Note to risk factors:

Intensified Research Efforts

Field Crop Product Vegetable Crop Product

Collaborations and achievements

International R&D Collaborations:

Human Resource Development:

ADDRESS OF THE REGISTERED OFFICE:

Registration Number 11 - 72842

Address of Registrar of Companies

Board of Directors as on the date of filing of the draft Information Memorandum

Authority for Listing

Disclaimer Clause of BSE

BSE does not in any manner:

o warrant, certify or e ndorse the correctness or completeness of an y of the contents of this

Previous rights and public issues

Companies under the same management

Promise vis--vis performance

Stock Market Data for Equity shares of the Company

Disposal of Investor Grievances

Ms. Laveena Chanchlani

Bankers to the Company

Ms. Laveena Chanchlani

Particulars Pre-Scheme De-merger Post-Scheme De-merger

Details of Changes in Capital Structure of the Company

Issued, Subscribed & Paid-up

STATEMENT SHOWING SHAREHOLDING PATTERN

(A) Shareholding of Promoter

(B) Public shareholding4

(I)(d) Statement showing details of locked-in shares – NOT APPLICABLE

(II)(a) Statement showing details of Depository Receipts (DRs) - NOT APPLICABLE

Cate- Category of shareholder Number of Total Number of Total shareholding as a

(A) Shareholding of Promoter

(B) Public shareholding8

1. S.R.Attal 37574 0.58

38. R.S.Attal 558 0.01

(I)(d) Statement showing details of locked-in shares – NOT APPLICABLE

(II)(a) Statement showing details of Depository Receipts (DRs) - NOT APPLICABLE

(A) Shareholding of Promoter

(B) Public shareholding11

1. Akash Farms Pvt Ltd 1865930 11.66

(I)(d) Statement showing details of locked-in shares – NOT APPLICABLE

(II)(a) Statement showing details of Depository Receipts (DRs) - NOT APPLICABLE

THE MAIN FEATURES OF THE SCHEME OF ARRANGEMENT

APPROVALS WITH RESPECT TO THE SCHEME OF ARRANGEMENT

STATEMENT OF TAX BENEFITS

B. To the Shareholders of the Company