Proposal for transfer of promoters stake in

Public Ltd. Company ( NBFC)

Supra Pacific Management Consultancy Limited
PART I: BASIC INFORMATION
Registration & Authorization details
1. Status: A registered Public Limited Company listed with Regional Stock
Exchange up to 31/03/2014
2. Date Of Incorporation: April 1986
3. Authorized Equity Capital: Rs. 600 Lakhs
4. Paid Up Equity Capital: Rs. 479 lakhs
5. Equity calls outstanding: Rs. 71 lakhs
6. Total equity capital: Rs. 550 lakhs
7. Shares held by Promoters / Friend / Associates:

(a)

In name of self and through private 74.99%

limited company 100% owned by
Promoters:

(b)

The shares lying in name of friends 17.41%

and Associates which could be
acquired and delivered along with
Promoters shares:
Maximum offer by Promoters

92.41%

8. Public Issue: Nov 1996

9. Listing on Regional Stock Exchange: Since 1996. The company is delisted
or defaulted and is paying the fees to Regional Stock Exchange every year.
10. Listing will be migrated on BSE main board in April 2014 as NBFC
registered under Reserve Bank of India Department of Non Banking
Supervision and it has not accepted public deposit. Year of Registration:
1999 ( Under Process)
11. Main Business of Company:
a. Financial Services. Earlier Portfolio Management Services.
b. NBFC Non Banking Financial Services (Currently no business
transaction)

PART II: FINANCIALS

The company currently has no major business and has accumulated losses. But has a
positive net worth of Rs.500 lacs as reflected below:
Proposed

(Rs. in Lacs)

31st March, 2014

31st March, 2013

31st March, 2012

Share capital

550.00

479.06

479.05

Reserves and surplus

(49.00)

(70.30)

(70.85)

--

22.00

22.00

Trade payables

--

1.50

1.42

Other Current Liabilities

--

2.04

0.43

501.00

434.34

430.05

1.00

82.15

84.14

--

171.26

171.26

429.00

148.36

143.53

71.00

0.57

0.10

--

30

30

--

1.97

501.00

434.31

Equity and Liabilities

Shareholders funds

Non-Current Liabilities
Long Term Borrowings
Current Liabilities

TOTAL
Assets
Non-current assets
Fixed assets
Tangible assets
Noncurrent Investments
Long-term loans and advances
Current assets
Cash and cash equivalents
Short-team loans and advances
Other current Assets

Total

1.02

430.05

PART III: MIGRATION FROM REGIONAL STOCK EXCHANGE TO

BOMBAY STOCK EXCHANGE (BSE) IN PROCESS
The company is meeting with the basic criteria defined by SEBI for migration
from Regional Stock Exchange to BSE. ( In Process)
1. Minimum Requirement:
a. Paid up capital should be more than Rs. 500 lakhs.
Our capital is Rs. 550 lakhs.
b. Number of shareholders should be more than 500.
Our number of shareholders is approximately 1200.
c. There should be profit in 2 years out of last 3 years.
Our company has profit in year 2013-14.
2. Additional requirement to be complied before applying for migration:
a. The company should have own website
(Website is under construction).
b. There should be R & T agent with demat account.
At the moment, there is no R & T agent, but it is being appointed.
100% promoters stake will be dematted and 50% of public holding will be
dematted before 31/03/2014.
c. Outstanding call money from the shareholders.
There are few shareholders who have not yet paid call money.
Now, the company will make final call and expects to receive call money and get
their shares dematted.
3. Appointment of merchant banker for migration:
Our company has complete discussion with company secretary and merchant
banker. Soon, we will be able to file required documents with SEBI.
We hope to get listed by April 2014.

4. Valuation/pricing:
a.
Sr. No. Particulars
1
Promoters stake
2
From Friends and Associates
Total

Percentage
74.99%
17.41%
92.40%

Nos. of shares
41.2 Lakhs
9.6 Lakhs
50.8 Lakhs

Note: Some of the shares are partly paid, but expected to receive call money
soon.
b. Valuation for promoter stake Rs. 550 lac. (Including Office)
This works out to be Rs.10.82 per share for face value of Rs. 10/-.
1. Actual procedure for transfer of Promoters stake:
I. MOU between old going and new incoming promoters with agreed price
and agreed quantity of shares.
II. New promoters will pay fund as under:
a) Advance with MOU
b) Pay for fully paid up 8 lakhs shares of
associates @ Rs. 5/-

zero date = Rs. 50 lakhs

+7 days = Rs. 40 lakhs

c) Provide name and address of at least 500

shareholders to whom partly paid 8 lakhs
@ Rs. 2.5/- can be transferred
+ 14 days = Rs. 20 lakhs
Note: Payment made under item a, b and c is part of the total
price.
d) New promoters has to make payment of Rs. 71 lakhs in addition to
above agreed price, but this payment of Rs. 71 lakhs will remain as
cash on hand in the balance sheet for new promoters.
6. Fund required for transfer of loan and advances from old promoters to the
new Promoters borrowers or (new Promoters Private Limited Companies,
will become borrower in place of old promoters Private Limited Companies)
Note: There will be no real out go of funds, but at least Rs. 50 lakhs will be
required from new promoters to old promoters for this purpose.

This amount is part of the price and not any additional out go for new
promoters.
7. Expected Profit & Loss account and Balance sheet as on 31/03/14:
a. Profit and loss position:
We expect profit for the year of about Rs. 20 lakhs. The old promoters will
pay necessary taxes on profit.
b. Sale of investment and office, etc:
As of 31/03/2013, in the balance sheet, there was book value of office is
Rs. 85 lakhs and there was investment Rs. 150 lakhs, etc. The existing
promoters are disposing off assets from both heads and shall pay
necessary taxes, (if any).( if required not required to proposed buyer).
c. The existing promoters will be responsible to file necessary IT return as of
31/03/2014. Also, any tax refund is received in due course, the new
promoter will pay equivalent amount as additional price to outgoing
promoter. However, if there is any income tax demand on company due
to previous assessment the out going promoters will pay equal and to new
promoters as compensation/reduction in the price.
8. What are the benefits to new promoter with acquisition of this company?
1. A functional NBFC which can be fully operationally leveraged in no time.
2. It is NBFC category SI NI immediately. It does not require any prior
approval, etc.
3. The company can borrow 20 times. Its paid up capital i.e. Rs. 110 Crores
4. The company can offer various loan to public such as Home loans , Auto
loans , Personal loans , Business loans, Commercial loans and Industrial
loans .
5. The fact that it is a publicly listed entity lot of information can be gather
from public domain for proper due diligence, unlike an unlisted where
the reliability will have to be on the seller and may not be verified
independently.
6. Since the NBFC is listed in case of the transaction happening, it can be
routed on stock exchange platform, which in later years in case of exit will
give tax free gains (Zero Long Term Gains)
7. Being listed itself, shares can act as currency for any more takeovers in
future for business expansion.
8. Compared to Fresh listing of shares, buying a listed entity will require
lesser extend of disclosures.
9. Capital raising in future will be easy, it can easily make rights issue and
increase part up capital.
10. A listed entity also attracts talent in case of expansion.
11. Being listed, due diligence will have to carried out by certified Merchant
Banker and hence we are sure of buying a quality asset.

12. Being listed also brings a visibility and faith and builds confidence with all
stakeholders.
13. The valuation, visibility and credibility of the entity would become almost
double once it Is listed on BSE.

DUE DILIGENCE PROCESS FOR TAKEOVER

9. SECRETARIAL & REGULATORY DUE DILIGENCE:
a. Shareholders register:
The company is maintaining computerized and hard copy of shareholder
register is presented format.
b. The company is maintaining minutes of meeting from inception to till date
and is readily available for inspection.
c. Compliances & Filings under Companies Act.
d. Compliances & Filings under SEBI TAKEOVER CODE.
e. Compliances & Filings under RBI ACT (45IA AS ITS A NBFC CO).
f. Compliances & Filings under PMLA, Prohibition Of Insider Trading and
such other laws
10. LEGAL DUE DILIGENCE:
Check all Permits & Licenses & other consents/approvals (e.g. Tax deduction
Account (TAN) Number, Service Tax Registration, Professional Tax
Registration, Employees Provident Fund Registration, Employee State
Insurance Corporation Registration, Shops and Establishment Registration,
other statutory and/or regulatory consents, licenses, approvals, filings,
registrations, applications made to authorities for obtaining or renewal any of
the aforementioned consents, permits, licenses, approvals, filings, registrations,
or orders).
11. LITIGATION & PROCEEDINGS:

Litigation, claim involving the Company/Promoters/Directors of the

Company
Current, pending or threatened dispute, litigation, arbitration,
investigation
or
regulatory
agency action involving the Company/Promoters/Directors of the
Company
Check if there are any notice(s) from Government or any other local body
or
authority
viz.
the Income-tax Authority, RBI, ROC, etc. or under any legislative
enactment,
Government
ordinance, order or notification has been received by or served upon the
Company.

12. FINANCIAL DUE DILIGENCE:

Returns filed by the Company under the Income-tax as also under and
other tax laws for the past three years
Analysis of Related Party Transaction for last five years
Other company specific diligence.