OUR MANAGEMENT
In terms of the Companies Act, 2013 and our Articles of Association, our Company is
required to have not less than three Directors and not more than 15 Directors. As on the
date of this Draft Prospectus, our Board comprises of five Directors, including one
Managing Director, one Executive Director, one Non-Executive Non-Independent Director and
two Independent Directors (including one woman Independent Director). The present
composition of our Board and its committees is in accordance with the requirements
provided under the Companies Act, 2013.
The details of the directors are as follows:
Sr. No. Name of the Director |
DIN |
Current Designation |
Date of Joining# |
| 1 Akshay Dudani |
07344754 |
Managing Director |
01/12/2015 |
| 2 Charu Dudani |
07344739 |
Whole-time Director |
01/12/2015 |
| 3 Neetu Yadav |
10552512 |
Non-Executive Director |
01/09/2025 |
| 4 Rahul Sharma |
10498796 |
Independent Director |
01/09/2025 |
| 5 Madhvi Sharma |
10700674 |
Independent Director |
20/12/2024 |
#Original date of appointment as per MCA database
The following table sets forth details regarding the Board of Directors as on the date
of this draft prospectus:
Name, Director Identification Number, date of birth,
qualifications, experience, address, occupation and date of expiration of the current term
of office and period of directorship |
Age |
Other Directorship (s) |
Name: Akshay Dudani |
46 Years |
Companies: |
Designation: Managing Director |
|
Nil |
Director Identification Number: 07344754 |
|
|
Date of Birth: May 21, 1979 |
|
Other Ventures: |
Qualification: Bachelor of Commerce and Master of Business |
|
Akshay Dudani HUF |
| Administration |
|
|
Experience: 9 Years |
|
|
Address: E-29 B, Sumitra Path, Durga Marg, Bani Park, Jaipur, |
|
|
| Rajasthan 302016 |
|
|
Occupation: Business |
|
|
Date of expiration of the current term of office: 17/03/2028; |
|
|
| Liable to retire by rotation |
|
|
Period of Directorship: Since Incorporation; Re-designated as |
|
|
| MD w.e.f. 18/03/2025 |
|
|
Name: Charu Dudani |
41 Years |
Companies: |
Designation: Whole-time Director |
|
Nil |
Director Identification Number: 07344739 |
|
|
Date of Birth: February 24, 1985 |
|
Other Ventures: |
Qualification: Bachelor of Arts (Hons.) and Master of |
|
Dudani Enterprises (sole proprietorship |
| Journalism and Mass Communication |
|
firm) |
Experience: 9 Years |
|
|
Address: E-29 B, Sumitra Path, Durga Marg, Bani Park, Jaipur, |
|
|
| Rajasthan 302016 |
|
|
Occupation: Business |
|
|
Date of expiration of the current term of office: 17/03/2028; |
|
|
| Liable to retire by rotation |
|
|
Period of Directorship: Since Incorporation; Re-designated as |
|
|
| WTD w.e.f. 18/03/2025 |
|
|
Name, Director Identification Number, date of birth,
qualifications, experience, address, occupation and date of expiration of the current term
of office and period of directorship |
Age |
Other Directorship (s) |
Name: Neetu Yadav |
28 Years |
Companies: |
Designation: Non-Executive Non-Independent Director |
|
Nil |
Director Identification Number: 10552512 |
|
|
Date of Birth: July 16, 1997 |
|
Other Ventures: |
Qualification: Bachelor of Laws (LLB), Bachelor of Science |
|
Sristie Legal Consultant LLP |
Experience: 11 Years |
|
|
Address: Asti Kalan, Jaipur, Rajasthan, 303602 |
|
|
Occupation: Business |
|
|
Date of expiration of the current term of office: Till
resignation or removal; Liable to retire by rotation |
|
|
Period of Directorship: Since 01/09/2025 |
|
|
Name: Madhvi Sharma |
36 Years |
Companies: |
Designation: Independent Director |
|
- IKEDA Limited |
Director Identification Number: 10700674 |
|
- Swastika Infra Limited |
IDDB Registration No. with IICA: IDDB-NR-202309-051887, |
|
- Indoedge Exim Private Limited |
| valid from September 11, 2023 till Lifetime |
|
|
Date of Birth: February 01, 1990 |
|
Other Ventures: |
Qualification: Bachelor of Commerce, Company Secretary |
|
Nil |
Experience: 5 Years |
|
|
Address: 3935, Deep Kunj, Dinanath Ji ki gali, Navgarh Mandir
ke paas, Last Crossing, Chandpole Bazar, Jaipur, Rajasthan, 302001 |
|
|
Occupation: Professional |
|
|
Date of expiration of the current term of office: 20/12/2029 |
|
|
Period of Directorship: Since 21/12/2024 |
|
|
Name: Rahul Sharma |
30 Years |
Companies: |
Designation: Independent Director |
|
- Kundan Minerals and Metals |
Director Identification Number: 10498796 |
|
Limited |
IDDB Registration No. with IICA: IDDB-NR-202309-021304, valid
from September 04, 2023 till September 02, 2026 |
|
Other Ventures: |
Date of Birth: August 02, 1995 |
|
Nil |
Qualification: Company Secretary |
|
|
Experience: 8 |
|
|
Address: Bansi Khurd, Bharatpur, Rajasthan, 321303 |
|
|
Occupation: Professional |
|
|
Date of expiration of the current term of office: 31/08/2028 |
|
|
Period of Directorship: Since 01/09/2025 |
|
|
BRIEF BIOGRAPHIES OF THE DIRECTORS:
Mr. Akshay Dudani, aged about 46 years, is one of the Promoters and Managing
Director of our Company. He has been associated with our Company since incorporation as
one of the First Directors. He holds a Bachelor of Commerce degree from (2002) and a
Master of Business Administration degree (2004), both from the University of Rajasthan. He
has over 9 years of experience in textile industry. In our Company, he oversees the
Company's overall operations, including strategic planning, business development, and
financial decision-making. He plays a key role in managerial decisions and operational
policies, driving growth and strengthening the Company's market presence.
Mrs. Charu Dudani, aged about 41 years, is one of the Promoters and Wholetime
Director of the Company. She has been associated with our Company since incorporation as
one of the First Directors. She holds a Bachelor of Arts degree (2006) and Master of
Journalism and Mass Communication (2008), both from the University of Rajasthan. She holds
more than 9 years of experience in Textile sector. Currently, she oversees the Company's
design and administrative departments, driving product innovation, brand positioning, and
operational efficiency. She ensures alignment with market trends while maintaining quality
and creativity. Her strategic insights shape new designs, collections, and marketing
initiatives, enhancing brand appeal and customer engagement. Additionally, she streamlines
administrative processes to support the Company's growth.
Ms. Neetu Yadav, aged about 28 years, is the Non-Executive Non-Independent Director
of the Company. She holds a Bachelor of Science and a Bachelor of Laws degree, both from
the University of Rajasthan. She has been associated as a Designated Partner of Sristie
Legal Consultant LLP since March 16, 2024 and continues to hold such position as on date.
She was appointed as a Non-Executive Director of our company with effect from September
01, 2025.
Ms. Madhvi Sharma, aged about 36 years, is the Independent Director of the Company.
She is a member of the Institute of Company Secretaries of India and has been in practice
as a Company Secretary since June 10, 2020. She holds a Bachelor of Commerce degree from
the University of Rajasthan and has experience in corporate secretarial compliance and
advisory matters under applicable laws. She has been appointed on the Board of our company
with effect from December 21, 2024 for a term of 5 (five) years ending on December 20,
2029.
Mr. Rahul Sharma, aged about 30 years, is the Independent Director of the Company.
He was appointed on our Board with effect from September 01, 2025. He is a fellow member
of the Institute of Company Secretaries of India and is a Company Secretary in practice
since May 25, 2017. He has an experience of 8 years in corporate law advisory, secretarial
compliance, and regulatory matters under the Companies Act, 2013 and applicable Securities
and Exchange Board of India regulations. He has been appointed on the Board of our company
for a term of 3 (three) years commencing from September 01, 2025 and ending on August 31,
2028.
COMMON DIRECTORSHIPS OF THE DIRECTORS IN LISTED COMPANIES WHOSE SHARES HAVE BEEN/WERE
SUSPENDED FROM BEING TRADED ON ANY OF THE STOCK EXCHANGE DURING HIS/HER TENORS FOR A
PERIOD BEGINNING FROM FIVE (5) YEARS PRIOR TO THE DATE OF THIS DRAFT PROSPECTUS
None of the Directors are/were directors of any company whose shares were suspended
from being trading by Stock Exchange(s) or under any order or directions issued by the
stock exchange(s)/ SEBI/ other regulatory authority in the last five (5) years or to the
extent applicable.
COMMON DIRECTORSHIPS OF THE DIRECTORS IN LISTED COMPANIES THAT HAVE BEEN/WERE DELISTED
FROM STOCK EXCHANGES IN INDIA DURING THEIR TENURE
None of the Directors are/were directors of any entity whose shares were delisted from
any Stock Exchange(s). Further, none of the directors are/ were directors of any entity
which has been debarred from accessing the capital markets under any order or directions
issued by the Stock Exchange(s), SEBI or any other Regulatory Authority.
NATURE OF ANY FAMILY RELATIONSHIP BETWEEN ANY OF THE DIRECTORS OR DIRECTORS AND KEY
MANAGERIAL PERSONNEL / SENIOR MANAGEMENT
Except as mentioned below, none of the Directors, KMP and SMP of our Company are
related to each other, within the meaning of section 2(77) of the Companies Act, 2013.
Sr. No. |
Name of the Director / KMP / Senior Management |
Relationship with other Directors |
| 1 |
Akshay Dudani and Charu Dudani |
Spouse |
ARRANGEMENTS WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR OTHERS
There are no arrangements or understanding between major shareholders, customers,
suppliers or others pursuant to which any of the Directors were selected as a director or
member of a Senior Management as on the date of this draft prospectus.
SERVICE CONTRACTS
Our Company has not executed any service contracts with its directors providing for
benefits upon termination of their employment.
BORROWING POWERS OF THE BOARD
The Articles, subject to the provisions of Section 180(1)(c) of the Companies Act, 2013
authorize the Board to raise, borrow or secure the payment of any sum or sums of money for
the purposes of our Company. The Members vide the special resolution passed at their
Extraordinary General Meeting dated September 01, 2025, allowed the Board to borrow and
that the total outstanding amount so borrowed shall not at any time exceed the limit of 50
Crores.
OTHER CONFIRMATIONS:
- None of our Directors are on the RBI List of wilful defaulters or fraudulent
borrowers as on the date of this draft prospectus.
- None of our Directors of our Company are a fugitive economic offender.
- Further, none of our directors are or were directors of any listed company whose
shares
(a) have been or were suspended from trading on any of the stock exchanges during the
five years prior to the date of filing this draft prospectus or (b) delisted from the
stock exchanges.
- None of the directors of our Company are debarred from accessing the capital market
by SEBI.
- None of the Directors has been or is involved as a promoter, director or person in
control of any other company, which is debarred from accessing the capital market under
any order or directions made by SEBI or any other regulatory authority.
- In respect of the track record of the directors, there have been no criminal cases
filed or investigations being undertaken with regard to alleged commission of any offence
by any of our directors and none of our directors have been charge-sheeted with serious
crimes like murder, rape, forgery, economic offence etc. except as mentioned in this Draft
Prospectus.
DIRECTOR'S ASSOCIATION WITH THE SECURITIES MARKET
None of the Directors of our Company are associated with securities market.
POLICY ON DISCLOSURES AND INTERNAL PROCEDURE FOR PREVENTION OF INSIDER TRADING:
The provisions of regulation 9(1) of the SEBI (Prohibition of Insider Trading)
Regulations, 2015 will be applicable to our Company immediately upon the listing of its
Equity Shares on the SME Platform of BSE Limited. We shall comply with the requirements of
the SEBI (Prohibition of Insider Trading) Regulations, 2015 on listing of Equity Shares on
stock exchanges. The Company Secretary & Compliance Officer will be responsible for
setting forth policies, procedures, monitoring and adherence to the rules for the
preservation of price sensitive information and the implementation of the Code of Conduct
under the overall supervision of the Board.
POLICY FOR DETERMINATION OF MATERIALITY & MATERIALITY OF RELATED PARTY TRANSACTIONS
AND ON DEALING WITH RELATED PARTY TRANSACTIONS:
The provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 will be applicable to our Company immediately upon the listing of Equity
Shares of our Company on SME Platform of BSE Limited. We shall comply with the
requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 on listing of Equity Shares on the SME Platform of BSE Limited.
COMPENSATION OF OUR MANAGING DIRECTOR AND WHOLETIME DIRECTOR AND EXECUTIVE DIRECTOR
The compensation payable to Managing Director and Wholetime Director will be governed
as per the terms of their appointment and shall be subject to the provisions of Sections 2
(54), 2(94), 188, 196, 197, 198 and 203 and any other applicable provisions of the
Companies Act, 2013 read with Schedule V to the Companies Act, 2013 and the rules made
there under (including any statutory modification(s) or re-enactment thereof or any of the
provisions of the Companies Act, 1956, for the time being in force).
The following compensation has been approved for Managing Director and Whole Time
Director
Name of the Managing Director |
Akshay Dudani |
Appointment/Change in Designation |
Appointed since incorporation and thereafter re-designated as MD w.e.f.
18/03/2025 |
Current Designation |
Managing Director (MD) |
Terms of Appointment |
Appointed for 3 years commencing from 18/03/2025 till 17/03/2028 Liable
to retire by rotation |
Remuneration, Perquisites and |
|
Benefits |
20,00,000 per annum (including perquisites and other allowances, if any) |
Compensation paid in the FY 2024-25 |
10.00 Lakhs |
Name of the Wholetime Director |
Charu Dudani |
Appointment/Change in Designation |
Appointed since incorporation and thereafter re-designated as WTD w.e.f.
18/03/2025 |
Current Designation |
Wholetime Director (WTD) |
Terms of Appointment |
Appointed for 3 years commencing from 18/03/2025 till 17/03/2028 Liable
to retire by rotation |
Remuneration, Perquisites and Benefits |
20,00,000 per annum (including perquisites and other allowances, if any) |
Compensation paid in the FY 2024-25 |
10.00 Lakhs |
BONUS OR PROFIT-SHARING PLAN FOR OUR DIRECTORS
We have no bonus or profit-sharing plan for our directors.
PAYMENT OR BENEFIT TO NON-EXECUTIVE DIRECTORS OF OUR COMPANY
Apart from the remuneration to Executive Directors, our Non-Executive Directors are
entitled to be paid a sitting fee of 10,000/- (Rupees Ten Thousand only) per meeting and
actual travel, boarding and lodging expenses for attending the Board or committee
meetings.
THE DETAILS OF THE SHAREHOLDING OF OUR DIRECTORS AS ON THE DATE OF THIS DRAFT
PROSPECTUS ARE AS FOLLOWS:
Sl. No. Name of the Director Shareholder |
Category/ Status |
No. of Equity Shares |
Percentage of the pre-offer paid up share capital (%) |
Percentage of the post-offer paid up share capital (%) |
| 1 Akshay Dudani |
Managing Director |
48,59,955 |
72.00% |
46.79% |
| 2 Charu Dudani |
Wholetime Director |
18,90,000 |
28.00% |
18.20% |
INTEREST OF OUR DIRECTORS
Our Directors may be deemed to be interested to the extent of their remunerations paid
to them for services rendered and with the reimbursement of expenses payable to them as
mentioned above. For further details, please refer to section titled
" Our Promoters and Promoter Group" beginning on page
no. 148 of this draft prospectus.
Except as stated in the heading titled "Properties" under the chapter titled "Our
Business", and Chapter titled "Our Promoters and Promoter
Group" beginning on pages 101 and 148 of this Draft Prospectus, none of our
Directors have interest in any property acquired or proposed to be acquired of our Company
or by our Company. Further, except as disclosed under sub-section "Shareholding
of Directors in our Company" above, none of our Directors hold any Equity
Shares, Preference Shares or any other form of securities in our Company. Our directors
may also be interested to the extent of Equity Shares, if any, held by them or held by the
entities in which they are associated as promoters, directors, partners, proprietors or
trustees or held by their relatives or that may be subscribed by or allotted to the
companies, firms, ventures, trusts in which they are interested as promoters, directors,
partners, proprietors, members or trustees, pursuant to the Issue.
Other than as stated above and except as stated in the sections titled "Financial
Information as Restated" and "Our Promoters and Promoter
Group" beginning on pages 153 and 148 respectively of this draft prospectus,
our Directors do not have any other interest in the business of our Company.
None of the relatives of our directors have been appointed to a place or office of
profit in our Company other than mentioned elsewhere in the Draft prospectus. For further
details, please refer to section titled "Our Management" on page
no. 134 of this draft prospectus.
Our directors may also be regarded as interested in the Equity Shares, if any, held by
them or that may be subscribed by and allotted to the companies, firms, and trusts, if
any, in which they are interested as directors, members, promoters, and /or trustees
pursuant to this Issue. Some of the directors also hold directorships in Promoter Group
and Group Companies of our Company.
Our directors may also be deemed to be interested to the extent of any dividend payable
to them and other distributions in respect of the said Equity Shares. Except as stated in
this section "Our Management" or the section titled "Financial
Information Related Party Transactions" beginning on page no 134 and 153
respectively of this draft prospectus, and except to the extent of shareholding in our
Company, our Directors do not have any other interest in the business of our Company.
CHANGES IN THE BOARD OF DIRECTORS OF OUR COMPANY IN THE LAST THREE (3) YEARS OR TO THE
EXTENT APPLICABLE ARE AS FOLLOWS:
Name |
Date of appointment/ cessation reappointment/ resignation/
regularisation |
Designation (at the time of appointment/ cessation reappointment/
resignation/ regularisation) |
Reason |
| Sushila Dudani |
20/11/2024 |
Director |
Resignation |
| Akshay Dudani |
18/03/2025 |
Managing Director |
Re-designation |
| Charu Dudani |
18/03/2025 |
Whole-Time Director |
Re-designation |
| Rajat Kasliwal |
21/12/2024 |
Independent Director |
Appointment |
| Madhvi Sharma |
21/12/2024 |
Independent Director |
Appointment |
| Rajat Kasliwal |
05/08/2025 |
Independent Director |
Resignation |
| Neetu Yadav |
01/09/2025 |
Independent Director |
Appointment |
| Rahul Sharma |
01/09/2025 |
Independent Director |
Appointment |
MANAGEMENT ORGANIZATIONAL STRUCTURE:
CORPORATE GOVERNANCE
In terms of Regulation 15(2)(b) of the SEBI Listing Regulations, compliance with the
corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22,
24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46
and para C, D and E of Schedule V of the SEBI Listing Regulations shall not apply, in
respect of listed entity which has listed its specified securities on the SME Exchange.
Furthermore, in terms of Regulation 15(3) of the SEBI Listing Regulations,
notwithstanding Regulation 15(2) of the SEBI Listing Regulations, the provisions of the
Companies Act, 2013 shall continue to apply, wherever applicable.
As per the abovementioned provisions of the Listing Regulations, we are not required to
comply with the requirements of corporate governance relating to the composition of its
board of directors, constitution of committees such as audit committee, nomination and
remuneration committee, stakeholders' relationship committee, etc., as provided under
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Our Board has been duly constituted in compliance with the Companies Act. Our Board
functions either as a full board or through various committees constituted to oversee
specific functions. In compliance with the requirements of the Companies Act, our Board of
Directors consists of 5 (Five) Directors (including One Woman Director).
Sl. No. Name of the Director |
DIN |
Current Designation |
| 1 Akshay Dudani |
07344754 |
Managing Director |
| 2 Charu Dudani |
07344739 |
Wholetime Director |
| 3 Neetu Yadav |
10552512 |
Non-Executive Director |
| 4 Madhvi Sharma |
10700674 |
Independent Director |
| 5 Rahul Sharma |
10498796 |
Independent Director |
COMMITTEES OF OUR BOARD
The Board of Directors functions either as a full board or through various committees
constituted to oversee specific operational areas. In addition to the Committees detailed
below, our Board of Directors may, from time to time constitute Committees for various
functions.
Sl. No. Committee |
| 1 Audit Committee |
| 2 Nomination and Remuneration Committee |
| 3 Stakeholders' Relationship Committee |
- Audit Committee
As per section 177 of the Companies Act, 2013, The Board of Directors of every listed
company and such other class or classes of companies, as may be prescribed, shall
constitute an Audit Committee. The Audit Committee shall consist of a minimum of three
directors with independent directors forming a majority: Provided that majority of members
of Audit Committee including its Chairperson shall be persons with ability to read and
understand, the financial statements.
Our Audit Committee was constituted pursuant to a resolution of our Board Meeting dated
September 17, 2025. The Audit Committee comprises of:
Director Name |
Position in |
Designation |
|
Committee |
|
| Madhvi Sharma |
Chairperson |
Independent Director |
| Rahul Sharma |
Member |
Independent Director |
| Akshay Dudani |
Member |
Managing Director |
Any member of this Committee ceasing to be a director shall also be ceased to be a
member of this Committee. The Company Secretary of the Company shall act as the Secretary
of the Audit Committee.
Set forth below are the scope, functions and the terms of reference of our Audit
Committee, in accordance with Section 177 of the Companies Act, 2013 and the rules made
thereunder.
Powers of Audit Committee: The Audit Committee shall have powers, including the
following:
- To investigate any activity within its terms of reference, seek information from any
employee, obtain outside legal or other professional advice and secure attendance of
outsiders with relevant expertise, if it considers necessary;
- To have full access to information contained in the records of the company;
- To invite the finance director or head of the finance function, head of internal
audit and a representative of the statutory auditor and any other such executives to be
present at the meetings of the committee;
- To call for the comments of the auditors about internal control systems, the scope of
audit, including the observations of the auditors and review of financial statement before
their submission to the Board and may also discuss any related issues with the internal
and statutory auditors and the management of the company;
- To occasionally meet without the presence of any executives of the Company.
Role of Audit Committee: The terms of reference of the Committee shall be such
as enumerated in the Companies Act, SEBI LODR Regulations (as and when and to the extent
applicable) and such other functions as may be delegated by the Board of Directors from
time to time subject to the provisions of any law for the time being in force, inter-alia
including the following:
(1) Overseeing the Company's financial reporting process, examination of the financial
statement and the auditors' report thereon and the disclosure of its financial information
to ensure that the financial statement is correct, sufficient and credible; (2)
Recommendation for appointment, remuneration and terms of appointment of auditors of the
Company; (3) Approval of payment to statutory auditors for any other services rendered by
the statutory auditors; (4) Reviewing, with the management, the annual financial
statements and auditor's report thereon before submission to the board for approval, with
particular reference to: (a) matters required to be included in the director's
responsibility statement to be included in the board's report in terms of clause (c) of
sub-section (3) of Section 134 of the Act; (b) changes, if any, in accounting policies and
practices and reasons for the same; (c) major accounting entries involving estimates based
on the exercise of judgment by management; (d) significant adjustments made in the
financial statements arising out of audit findings; (e) compliance with listing and other
legal requirements relating to financial statements; (f) disclosure of any related party
transactions; (g) modified opinion(s) in the draft audit report; (5) Reviewing, with the
management, the quarterly financial statements before submission to the Board for
approval; (6) reviewing, with the management, the statement of uses / application of funds
raised through an issue (public issue, rights issue, preferential issue, etc.), the
statement of funds utilized for purposes other than those stated in the offer document /
prospectus / notice and the report submitted by the monitoring agency monitoring the
utilisation of proceeds of a public issue or rights issue or preferential issue or
qualified institutions placement, and making appropriate recommendations to the board to
take up steps in this matter; (7) Reviewing and monitoring the auditor's independence and
performance, and effectiveness of audit process; (8) Approval or any subsequent
modification of transactions of the Company with related parties; (9) Scrutiny of
inter-corporate loans and investments; (10) Valuation of undertakings or assets of the
Company, wherever it is necessary; (11) Appointment of Registered Valuer under Section 247
of the Companies Act, 2013; (12) Evaluation of internal financial controls and risk
management systems; (13) Reviewing, with the management, performance of statutory and
internal auditors, adequacy of the internal control systems; (14) Reviewing the adequacy
of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit; (15) Discussion with internal auditors
of any significant findings and follow up there on; (16) Reviewing the findings of any
internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and
reporting the matter to the board; (17) Discussion with statutory auditors before the
audit commences, about the nature and scope of audit as well as post-audit discussion to
ascertain any area of concern; (18) To look into the reasons for substantial defaults in
the payment to the depositors, debenture holders, shareholders (in case of non-payment of
declared dividends) and creditors; (19) To review the functioning of the whistle blower
mechanism; (20) Approval of appointment of chief financial officer after assessing the
qualifications, experience and background, etc. of the candidate;
(21) Reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing
as on the date of coming into force of this provision; (22) Formulating, reviewing and
making recommendations to the Board to amend the Terms of Reference of Audit Committee
from time to time; (23) Establishing a vigil mechanism for directors and employees to
report their genuine concerns or grievances; (24) To consider and comment on rationale,
cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the
Company and its shareholders; (25) Reviewing: i. Any show cause, demand, prosecution and
penalty notices against the Company or its Directors which are materially important
including any correspondence with regulators or government agencies and any published
reports which raise material issues regarding the Company's financial statements or
accounting policies; ii. Any material default in financial obligations by the Company;
iii. Any significant or important matters affecting the business of the Company; and (26)
Carrying out any other functions as may be required / mandated and/or delegated by the
Board as per the provisions of the Companies Act, 2013, SEBI LODR and/or any other
applicable laws or by any regulatory authority and performing such other functions as may
be necessary or appropriate for the performance of its duties.
Further, the Audit Committee shall mandatorily review the following information:
- management discussion and analysis of financial condition and results of operations;
- management letters / letters of internal control weaknesses issued by the statutory
auditors; - internal audit reports relating to internal control weaknesses; and
- the appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the audit committee. - statement of deviations: (a) half
yearly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1) of SEBI LODR Regulations; (b)
annual statement of funds utilized for purposes other than those stated in the draft
prospectus/notice in terms of Regulation 32(7) of SEBI LODR Regulations.
The audit committee shall meet at least four times in a financial year and not more
than one hundred and twenty days shall elapse between two consecutive meetings. The quorum
for audit committee meeting shall either be two members or one third of the members of the
audit committee, whichever is greater, with at least two independent directors.
- Nomination and Remuneration Committee
As per section 178 (1) of the Companies Act, 2013, The Board of Directors of every
listed company and such other class or classes of companies, as may be prescribed shall
constitute the Nomination and Remuneration Committee consisting of three or more
non-executive directors out of which not less than one-half shall be independent
directors: Provided that the chairperson of the company (whether executive or
non-executive) may be appointed as a member of the Nomination and Remuneration Committee
but shall not chair such Committee.
Our Nomination and Remuneration Committee was constituted pursuant to a resolution of
our Board Meeting dated September 17, 2025. The Nomination and Remuneration Committee
comprises of:
Director Name |
Position in |
Designation |
|
Committee |
|
| Madhvi Sharma |
Chairman |
Independent Director |
| Rahul Sharma |
Member |
Independent Director |
| Neetu Yadav |
Member |
Non-Executive Director |
Any member of this Committee ceasing to be a director shall also be ceased to be a
member of this Committee. The Company Secretary of the Company shall act as the Secretary
of the Nomination and Remuneration Committee.
Role of the Nomination and Remuneration Committee the terms of reference of the
Committee shall be such as enumerated in the Companies Act, 2013, SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (as and when and to the extent
applicable) and such other functions as delegated by the Board of Directors from time to
time, which shall inter-alia include the following:
1. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to,
the remuneration of the directors, key managerial personnel and other employees;
2. The Nomination and Remuneration Committee shall, while formulating the above policy
ensure that
(a) the level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate directors of the quality required to run the company successfully; (b)
relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and (c) remuneration to directors, key managerial personnel and senior
management involves a balance between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the working of the company and its goals:
3. For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For
the purpose of identifying suitable candidates, the Committee may: a. use the services of
an external agencies, if required; b. consider candidates from a wide range of
backgrounds, having due regard to diversity; and c. consider the time commitments of the
candidates.
4. Formulation of criteria for evaluation of performance of independent directors and
the board of directors;
5. Devising a policy on diversity of board of directors;
6. Identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the board
of directors their appointment and removal.
7. Whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors.
8. Recommend to the board, all remuneration, in whatever form, payable to senior
management.
The committee shall meet at least once in a financial year and the quorum for a meeting
of the committee shall be either two members or one third of the members of the committee,
whichever is greater, including at least one independent director in attendance.
- Stakeholders' Relationship Committee
As per section 178 (5) of the Companies Act, 2013, The Board of Directors of a Company
which consists of more than one thousand shareholders, debenture-holders, deposit-holders
and any other security holders at any time during a financial year shall constitute a
Stakeholders Relationship Committee consisting of a chairperson who shall be a
non-executive director and such other members as may be decided by the Board
Our Stakeholders' Relationship Committee was constituted pursuant to a resolution of
our Board Meeting dated September 17, 2025. The Stakeholders' Relationship Committee
comprises of:
Director Name |
Position in Committee |
Designation |
| Madhvi Sharma |
Chairman |
Independent Director |
| Akshay Dudani |
Member |
Managing Director |
| Charu Dudani |
Member |
Wholetime Director |
Any member of this Committee ceasing to be a director shall also be ceased to be a
member of this Committee. The Company
Secretary of the Company shall act as the Secretary of the Stakeholders' Relationship
Committee.
Role of the Stakeholders Relationship Committee
The terms of reference of the Committee shall be such as enumerated in the Companies
Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as
and when and to the extent applicable) and such other functions as delegated by the Board
of Directors from time to time, which shall inter-alia include the following:
- Resolving the grievances of the security holders of the Company including complaints
related to transfer/transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc.
- Review of measures taken for effective exercise of voting rights by shareholders.
- Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar & Share Transfer Agent.
- Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company.
- Resolving grievances of debenture holders related to creation of charge, payment of
interest/principal, maintenance of security cover and any other covenants.
Frequency of meeting and quorum thereof shall be in accordance with the provisions of
the Companies Act, SEBI LODR Regulations and Secretarial Standards issued by the Institute
of Company Secretaries of India.
- Corporate Social Responsibility Committee:
As per section 135 (1) of the Companies Act, 2013, Every company having net worth of
rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a
net profit of rupees five crore or more during any financial year shall constitute a
Corporate Social Responsibility Committee of the Board consisting of three or more
directors, out of which at least one director shall be an independent director.
The Corporate Social Responsibility committee is not applicable to our company till the
date of this draft prospectus. We will comply with the requirement as and when the CSR is
applicable to us.
OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Our Company is supported by a team of professionals having exposure to various
operational aspects of our business. A brief detail about the Key Managerial Personnel
& Senior Management Personnel of our Company is provided below:
Name, Designation, Educational Qualification & Term of office
(with date of expiration of term) and details of service contracts including
termination/retirement benefits, if any Akshay Dudani |
Age |
Year of joining |
Compensation paid for F.Y. 2024-25 (Amount in Rs. Lakhs) |
Overall experience (in years) |
Previous employment |
Designation: Managing Director |
|
|
|
|
|
Qualification: Bachelor of |
|
|
|
|
|
| Commerce (2002) and Master of |
|
Since |
|
|
|
| Business Administration (2004) from |
46 |
Incorporation; |
|
|
|
University of Rajasthan, respectively Term of office: 3 years
w.e.f. |
Years |
Re-designated as MD w.e.f. |
10.00 |
9 Years |
N/A |
| 18/03/2025 |
|
18/03/2025 |
|
|
|
Details of service contracts including
termination/retirement benefits: N/A |
|
|
|
|
|
Charu Dudani |
|
|
|
|
|
Designation: Wholetime Director |
|
|
|
|
|
Qualification: Bachelor of Arts |
|
|
|
|
|
| (Hons.) (2006) and Master of Journalism and Mass Communication (2008)
from University of Rajasthan, respectively |
41 years |
Since Incorporation; Re-designated as WTD w.e.f. |
10.00 |
9 Years |
N/A |
Term of office: 3 years w.e.f. 18/03/2025 |
|
18/03/2025 |
|
|
|
Details of service contracts including
termination/retirement benefits: N/A |
|
|
|
|
|
Ashok Kumar Pingoliya |
|
|
|
|
|
Designation: Chief Financial Officer |
|
01/06/2022; |
|
|
|
Qualification: Master of Commerce (2014) and Bachelor of
Commerce (2013) from University of Rajasthan, respectively |
33 Years |
Promoted as CFO w.e.f. 01/09/2025 |
9.32 Lakh |
10 Years |
Nandani Creation Limited |
Name, Designation, Educational Qualification & Term of office
(with date of expiration of term) and details of service contracts including
termination/retirement benefits, if any |
Age |
Year of joining |
Compensation paid for F.Y. 2024-25 (Amount in Rs. Lakhs) |
Overall experience (in years) |
Previous employment |
Term of office: Till resignation or removal or cessation by
natural causes |
|
|
|
|
|
Details of service contracts including
termination/retirement benefits: N/A. CFO shall be covered under retirement benefits
as applicable to all the existing employees. |
|
|
|
|
|
Ramgopal Sharma |
|
|
|
|
|
Designation: Company Secretary and Compliance Officer |
|
|
|
|
|
Qualification: Bachelor of Commerce, Master of Commerce,
Bachelor of Laws, Member of the Institute of Company Secretaries of India |
33 |
|
As he joined the company on September 01, 2025, no |
|
1. Deem Construction Company Private Limited |
Term of office: Till resignation or removal or cessation by
natural causes |
Years |
01/09/2025 |
remuneration was paid him for the FY |
7 Years |
2. Sree Lakshmi Gayatri |
Details of service contracts including
termination/retirement |
|
|
2024-25 |
|
Hospitals Private Limited |
benefits: N/A. CS shall be covered under retirement benefits as
applicable to all the existing employees. |
|
|
|
|
|
Ajay Kumar Yadav |
|
|
|
|
|
Designation: Sr. Business |
|
|
|
|
|
| Development Manager |
|
|
|
|
|
Qualification: Diploma in Fashion Merchandising & Retail
Management (2013) |
|
14/01/2020; |
|
|
|
Term of office: Till resignation or removal or cessation by
natural causes |
34 Years |
Promoted as SMP w.e.f. 04/09/2025 |
9.24 Lakh |
5 Years |
N/A |
Details of service contracts including
termination/retirement benefits: N/A. SMP shall be covered under retirement benefits
as applicable to all the existing employees. |
|
|
|
|
|
BRIEF PROFILE OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
The details of the Key Managerial Personnel and Senior Management as on the date of
this draft prospectus are set out below. All the Key Managerial Personnel and Senior
Management are permanent employees of our Company. Except for certain statutory benefits,
there are no other benefits accruing to the Key Managerial Personnel and Senior
Management.
Our Key Managerial Personnel
1. Mr. Akshay Dudani, aged about 46 years, is one of the Promoters and
Managing Director of our Company. For details, please refer section titled "Our
Management" beginning on page no. 134 of this Draft Prospectus.
2. Mrs. Charu Dudani, aged about 41 years, is one of the Promoters and
Wholetime Director of our Company. For details, please refer section titled "Our
Management" beginning on page no. 134 of this Draft Prospectus.
3. Mr. Ashok Kumar Pingoliya, aged about 33 years, is the Chief Financial
Officer of our Company. He holds a degree of Master of Commerce (2014) and Bachelor of
Commerce (2011) from University of Rajasthan, respectively. He was appointed in our
Company in 2022 as Senior Accounts Officer. Thereafter, he was recently promoted to CFO of
the Company with effect from September 01, 2025. He holds a rich experience of more than
10 years in finance and accounting field. Prior to joining our Company, he has worked for
Nandani Creation Limited as a Senior Accountant from 2015 till 2022. In our Company, he is
responsible for preparing and reviewing budgets and financial statements, financial
planning and providing strategic directions. As he joined the Company during the financial
year 2025-26, no remuneration was paid to him for the financial year 2024-25.
4. Mr. Ramgopal Sharma, aged about 33 years, is the Company Secretary and
Compliance Officer of our Company. He joined our company in the capacity of Company
Secretary and Compliance Officer with effect from September 01, 2025. He is an Associate
Member of the Institute of Company Secretaries of India, holding Membership No. ACS 42711
since December 15, 2015. He holds a Bachelor of Laws degree from Dr. Bhimrao Ambedkar
University, Jaipur, and a Bachelor of Commerce and Master of Commerce degree from the
University of Rajasthan. With over 7 years of professional experience in secretarial and
legal matters, he is entrusted with ensuring corporate law compliances, managing
secretarial functions, and overseeing all legal and regulatory affairs of our Company. As
he joined the Company during the financial year 2025-26, no remuneration was paid to him
for the financial year 2024-25.
OUR SENIOR MANAGEMENT
1. Mr. Ajay Kumar Yadav, aged 34 years, is the Senior Business Development
Manager of our Company. He joined the Company on January 14, 2020, as a Business
Development Manager and was promoted to his current designation as Senior Management
Personnel (SMP) with effect from September 04, 2025, in recognition of his significant
contributions to business growth. He holds a degree of diploma in Fashion Merchandising
& Retail Management from Footwear Design & Development Institute, Rohtak which he
was completed in the year 2013 and has over 5 years of professional experience, all of
which has been with our Company. In his current role, he is responsible for driving
business expansion, managing key client relationships, identifying new market
opportunities, and supporting strategic initiatives to strengthen the Company's market
presence and revenue performance. In the financial year 2024-25, he received a
remuneration of 9.24 Lakh.
STATUS OF KEY MANAGEMENT PERSONNEL OR SENIOR MANAGEMENT IN OUR COMPANY
Except Managing Director and Wholetime Director, all our Key Managerial Personnel or
Senior Management are permanent employees of our Company.
PAYMENT OF BENEFITS TO OFFICERS OF OUR COMPANY (NON-SALARY RELATED)
Except as disclosed in this draft prospectus and any statutory payments made by our
Company to its officers, our Company has not paid any sum, any non-salary related amount
or benefit to any of its officers or to its employees including amounts towards
super-annuation, ex-gratia/rewards.
Except statutory benefits upon termination of employment in our Company or
superannuation, no officer of our Company is entitled to any benefit upon termination of
such officer's employment in our Company or superannuation. Contributions are made by our
Company towards provident fund, gratuity fund and employee state insurance.
Except as stated under section titled "Financial Information as
Restated" beginning on page no 153 of this draft prospectus, none of the
beneficiaries of loans and advances or sundry debtors are related to our Company, our
Directors or our Promoter.
BONUS OR PROFIT-SHARING PLAN OF THE KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT
Our Company does not have a performance linked bonus or a profit-sharing plan for the
Key Management Personnel or Senior Management. However, our Company pays incentive to all
its employees based on their performance including the Key Managerial Personnel or Senior
Management of our Company.
ARRANGEMENT AND UNDERSTANDING WITH MAJOR SHAREHOLDERS/CUSTOMERS/ SUPPLIERS
None of the above Key Managerial Personnel or Senior Management have been selected
pursuant to any arrangement/understanding with major shareholders/customers/suppliers.
CHANGES IN OUR COMPANY'S KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT DURING
THE LAST THREE (3) YEARS
The changes in the Key Managerial Personnel or Senior Management of our Company in the
last three (3) years are as follows:
Name |
Date |
Designation |
Reason |
| Akshay Dudani |
18/03/2025 |
Managing Director |
Re-designation |
| Charu Dudani |
18/03/2025 |
Wholetime Director |
Re-designation |
| Ashok Kumar Pingoliya |
01/09/2025 |
CFO |
Re-designation |
| Ramgopal Sharma |
01/09/2025 |
Company Secretary |
Appointment |
| Ajay Kumar Yadav |
04/09/2025 |
Senior Business Development Manager |
Re-designated |
SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL IN OUR
COMPANY
The details of the shareholding of the Key Managerial Personnel and Senior Management
Personnel as on the date of this draft prospectus are as follows: -
Sl. No. Name |
Category/ Status |
No. of Equity Shares |
Percentage of the pre- offer paid up share capital (%) |
Percentage of the post- offer paid up share capital (%) |
| 1 Akshay Dudani |
Managing Director |
48,59,955 |
72.00% |
46.79% |
| 2 Charu Dudani |
Wholetime Director |
18,90,000 |
28.00% |
18.20% |
| 3 Ashok Kumar Pingoliya |
CFO |
9 |
Negligible |
Negligible |
| 4 Ajay Kumar Yadav |
Senior Business Development Manager |
9 |
Negligible |
Negligible |
INTERESTS OF KEY MANAGEMENT PERSONNEL OR SENIOR MANAGEMENT
Except as mentioned above in this draft prospectus, the Key Management Personnel or
Senior Management do not have any interest in our Company, other than to the extent of the
remuneration or benefits to which they are entitled to as per their terms of appointment
and reimbursement of expenses incurred by them during the ordinary course of business.
DETAILS OF SERVICE CONTRACTS OF THE KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT
Except for the terms set forth in the appointment letters, the Key Managerial Personnel
or Senior Management have not entered into any other contractual arrangements with our
Company for provision of benefits or payments of any amount upon termination of
employment.
LOANS AVAILED BY DIRECTORS / KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT OF OUR
COMPANY
None of the Directors or Key Managerial Personnels or Senior Management have availed
loan from our Company which is outstanding as on the date of this draft prospectus.
EMPLOYEE STOCK OPTION OR EMPLOYEE STOCK PURCHASE SCHEME
Our Company has not granted any options or allotted any Equity Shares under the ESOP
Scheme or stock appreciation right as on the date of this draft prospectus.
OUR PROMOTERS AND PROMOTER GROUP
1. Our Promoters:
The Promoters of our Company are (i) Mr. Akshay Dudani and (ii) Mrs. Charu
Dudani.
As on the date of this draft prospectus, our Promoters jointly hold 67,49,955 Equity
Shares which in aggregate, constitutes almost 100.00% of the pre issued paid-up Equity
Share capital of our Company. For details of the build-up of the Promoters' shareholding
in our Company, see "Capital Structure", on page 58 of this Draft
Prospectus.
(i) Details of Individual Promoters of our Company
A. Mr. Akshay Dudani
|
Name |
Akshay Dudani |
|
Father's Name |
Late Subhash Chander Dudani |
|
Date of Birth |
May 21, 1979 |
|
Age |
46 Years |
|
Designation |
Managing Director |
|
DIN |
07344754 |
|
Occupation |
Business |
|
Nationality |
Indian |
|
|
E-29 B, Sumitra Path, Durga Marg, |
|
Personal Address Educational Qualification |
Bani Park, Jaipur, Rajasthan 302016 Bachelor of Commerce and Master of
Business Administration |
|
Experience |
9 Years |
|
Positions/Post held in the |
N.A. |
|
Past |
|
|
Directorship held |
Nil |
|
Other Ventures |
Akshay Dudani HUF |
|
Special Achievements |
Nil |
|
PAN |
AKVPD5015D |
B. Mrs. Charu Dudani |
|
|
|
Name |
Charu Dudani |
|
Father's Name |
Ashok Kumar Jain |
|
Spouse Name |
Akshay Dudani |
|
Date of Birth |
February 24, 1985 |
|
Age |
41 years |
|
Designation |
Whole-time Director |
|
DIN |
07344739 |
|
Occupation |
Business |
|
Nationality |
Indian |
|
|
E-29 B, Sumitra Path, Durga Marg, |
|
Personal Address |
|
|
|
Bani Park, Jaipur, Rajasthan 302016 |
|
|
Bachelor of Arts (Hons.) and Master of |
|
Educational Qualification |
|
|
|
Journalism and Mass Communication |
|
Experience |
9 Years |
|
Positions/Post held in the |
|
|
|
N.A. |
|
Past |
|
|
Directorship held |
Nil |
|
|
Dudani Enterprises (sole proprietorship |
|
Other Ventures |
|
|
|
firm) |
|
Special Achievements |
N.A. |
|
PAN |
ARCPD5102B |
Our Company confirms that it will submit the details of the Permanent Account Numbers,
Bank Account Numbers, Passport numbers, Aadhaar card numbers and driving license numbers
of our Promoters to BSE separately at the time of filing the draft prospectus.
(ii) Details of Body Corporate Promoters of our Company:
There is no body corporate promoter of our Company.
CHANGE IN THE MANAGEMENT AND CONTROL OF OUR COMPANY
There has not been any change in the control of our Company in the five years
immediately preceding the date of this Draft Prospectus.
EXPERIENCE OF OUR PROMOTERS IN THE BUSINESS OF OUR COMPANY
For details in relation to experience of our Promoters in the business of our Company,
please refer the chapter titled "Our Management" beginning on page
134 of this Draft Prospectus.
INTERESTS OF OUR PROMOTERS
Interest in the Promotions of our Company:
Our Promoters are interested in our Company to the extent of the promotion of our
Company and to the extent of their respective equity shareholding in our Company and any
dividend distribution that may be made by our Company with respect to their equity shares
in the future. For details pertaining to our Promoter's shareholding, please refer to
chapter titled
" Capital Structure" beginning on page 58 of this Draft
Prospectus.
Interest in the property of our Company:
Except as given in the chapter titled "Our Business" beginning
on page 101 of this Draft Prospectus, our Promoters or Group Company do not have any
interest in any property acquired by our Company in the preceding three (3) years of the
date of this Draft Prospectus or proposed to be acquired by it or in any transaction in
acquisition of land or any construction of building or supply of machinery.
Interest as Member of our Company:
As on the date of this Draft Prospectus, our Promoter and Promoter Group collectively
hold 67,49,955 equity shares of our Company and is therefore interested to the extent of
their shareholding and the dividend declared, if any, by our Company. Except to the extent
of shareholding of the Promoter in our Company and benefits as provided in the section
titled "Our Management" in that Remuneration details of our
Directors on page 134 of this Draft Prospectus, our Promoter does not hold any other
interest in our Company.
Interest in transactions for acquisition of land, construction of building and supply
of machinery:
None of our Promoters or Directors is interested in any transaction for the acquisition
of land, construction of building or supply of machinery.
Interest of Promoters in Sales and Purchases:
There are no sales/purchases between our Company and our Group Company other than as
stated in the section titled
" Financial Information - Related Party Transactions"
beginning on page no. 153 of this draft prospectus.
Other Interests in our Company:
For transactions in respect of loans and other monetary transactions entered in past
please refer "Financial Information - Related Party Transactions"
beginning on page no. 153 of this draft prospectus.
Further, our promoters may be interested to the extent of personal guarantees given by
them in favour of the Company's Bankers. For the details of Personal Guarantee given by
Promoters towards Financial facilities availed by our Company, please refer to "Financial
Indebtedness" and "Financial Statements as Restated"
on page 203 and 153 respectively of this Draft Prospectus.
Except as disclosed in this draft prospectus, our Promoters have not entered into any
contract, agreements or arrangements in which our Promoters are directly or indirectly
interested, and no payments have been made to them in respect of the contracts, agreements
or arrangements which are proposed to be made with them including the properties purchased
by our Company other than in the normal course of business.
PAYMENT OR BENEFITS TO THE PROMOTERS IN THE LAST TWO (2) YEARS
No payment or benefit has been made to the Promoters except as disclosed in the related
party transaction. For further details, please refer to section titled "Financial
Information - Related Party Transactions" beginning on page no. 153 of this
draft prospectus.
MATERIAL GUARANTEES PROVIDED BY OUR PROMOTERS
Except as stated in the chapter titled "Financial Indebtedness"
beginning on page 203 of this Draft Prospectus, there are no material guarantees given by
our Promoters to third parties with respect to specified securities of the Company as on
the date of this Draft Prospectus.
DISASSOCIATION BY THE PROMOTERS IN THE LAST THREE YEARS
None of our Promoters have disassociated themselves from any of the entities in the
last three years.
OTHER VENTURES OF OUR PROMOTERS
Name of the Promoter |
|
Other Ventures |
|
Companies: Nil |
|
| Akshay Dudani |
|
|
|
Other Ventures: Akshay Dudani HUF |
| Charu Dudani |
Companies: Nil |
|
|
Other Ventures: Dudani Enterprises (sole
proprietorship firm) |
EXPERIENCE OF OUR PROMOTERS IN THE BUSINESS OF OUR COMPANY
For details in relation to experience of our Promoters in the business of our Company,
please refer the chapter titled "Our Management" beginning on page
134 of this Draft Prospectus.
RELATED PARTY TRANSACTIONS
Except as stated in "Related Party Transactions" beginning on
page 153 forming part of "Financial Statements as Restated" of
this Draft Prospectus, and as stated therein, our Promoter or any of the Promoter Group
Entities do not have any other interest in our business.
LITIGATION DETAILS PERTAINING TO OUR PROMOTERS
For details on litigations and disputes pending against the Promoters and defaults made
by our Promoters please refer to section titled "Outstanding Litigations and
Material Developments" beginning on page no. 215 of this draft prospectus.
COMMON PURSUITS OF PROMOTERS AND PROMOTER GROUP COMPANIES
Some of our Promoter Group Companies are involved in similar line of business as that
of our Company. For further information on common pursuits and risks associated, please
refer risk factor on 'conflicts of interest' in chapter titled "Risk Factors"
beginning on page 22 of this Draft Prospectus.
Confirmations:
Our Company hereby confirms that:
- None of our Promoters or Directors have been declared as a wilful defaulter or
fraudulent borrower or is a fugitive economic offender.
- Neither our Company nor our Promoters, Promoter Group and Directors our Company are
debarred from accessing the Capital Market by SEBI
- None of the promoters or directors of our Company is a promoter or director of any
other company which is debarred from accessing the capital market by SEBI.
Promoter Group:
Apart from our Promoters, the following individuals and entities constitute our
Promoter Group in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations.
Individuals forming part of our Promoter Group
Name of Promoter |
Name of member of Promoter group |
Relationship with Promoter |
|
Late Subhash Chander Dudani |
Father |
|
Sushila Dudani |
Mother |
|
N/A |
Brother |
|
N/A |
Sister |
|
Charu Dudani (also a promoter) |
Spouse |
Akshay Dudani |
Aditya Dudani |
Son |
|
N/A |
Daughter |
|
Ashok Kumar Jain |
Spouse's Father |
|
Late Veena Jain |
Spouse's Mother |
|
N/A |
Spouse's Brother |
|
Rakhi Sharma |
Spouse's Sister |
|
Ashok Kumar Jain |
Father |
|
Late Veena Jain |
Mother |
|
N/A |
Brother |
|
Rakhi Sharma |
Sister |
|
Akshay Dudani (also a promoter) |
Spouse |
Charu Dudani |
Aditya Dudani |
Son |
|
N/A |
Daughter |
|
Late Subhash Chander Dudani |
Spouse's Father |
|
Sushila Dudani |
Spouse's Mother |
|
N/A |
Spouse's Brother |
|
N/A |
Spouse's Sister |
Entities forming part of the Promoter Group
Nature of Relationship |
Name of entities |
Any body corporate in which twenty per cent. or more of the equity
share capital is held by the promoter or an immediate relative of the promoter or a firm
or Hindu Undivided Family in which the promoter or any one or more of their relative is a
member |
Nil |
Any body corporate in which a body corporate as provided above holds
twenty per cent. or more, of the equity share capital |
Nil |
Any Hindu Undivided Family or firm in which the aggregate share of the
promoter and their relatives is equal to or more than twenty per cent. of the total
capital |
Dudani Enterprises (Sole Proprietorship Firm) Akshay Dudani HUF |
As per Regulation 2(1)(pp)(v) of the SEBI ICDR Regulations, all persons whose
shareholding under the heading
"shareholding of the promoter group": Nil