+ All Categories
Home > Documents > FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an...

FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an...

Date post: 08-May-2019
Category:
Upload: hathien
View: 233 times
Download: 0 times
Share this document with a friend
212
(Incorp ISSUE I AND AL CAPITA THE ISS AS DEF REGUL WITH R ICDR R OFFER OR OUT RECOR YOU AR THIS PL MARKE REPROD INSTRU JURISD INVEST SHOULD THE AM AN INV THE PA PLACEM All of ou Equity Sh Listing R and BSE and trad expressed our Comp A copy o Placemen any other PAS-4) w Mahar and Allot circulated QIBs by Company Invitation hereinaft persons r delivery this Place The info indirectly available The Equ state of t registrat United S applicab This Prel Sun per porated in the Repu Regist T IN RELIANCE LLOTMENT OF AL AND DISCLO SUE AND THE FINED UNDER ATIONS, 2009, RULE 14 OF TH REGULATIONS. OR INVITATIO TSIDE INDIA O RDED BY OUR C RE NOT AUTH LACEMENT DO ETING OR DIST DUCTION OF UCTION MAY R DICTIONS. TMENTS IN EQ D NOT INVEST MOUNT INVEST VESTMENT DEC ARTICULAR CO MENT DOCUME ur Company’s out hares on NSE and Regulations (as de E vide its letter no ding approvals for d or reports contai pany or the Equity of this Placement nt Document has n r regulatory or list will be filed with t ashtra at Mu m tment of Securiti d or distributed to way of a private y solely for provi ns, offers and sal er) and the CAN retained by QIBs of this Placemen ement Document. rmation contained y linked to our Co e through, such web uity Shares have the United States tion requirements States in “offshor ble laws of the jur liminary Placemen ndaram Multi Pap Equity Share, inclublic of India unde tered & Corporat Telephone: +91 22 UPON SECTIO F SECURITIES) OSURE REQUIRE DISTRIBUTION THE SECURIT AS AMENDED HE COMPANIES . THIS PLACEM ON OR SOLICIT OTHER THAN Q COMPANY PRIO ORISED TO AN OCUMENT IN A TRIBUTION CHA THIS PLACEM RESULT IN A QUITY AND EQ T ANY AMOUNT TED BY THEM CISION RELATI ONSEQUENCES ENT AND THIS tstanding Equity S d BSE on Novemb fined hereinafter) o. DCS/IPO/CS/2 r the Equity Sha ined herein. Admi y Shares. Document, which not been reviewed ting authority and the BSE and NSE m bai (the “ROCies) Rules, 2014, the public in India placement and is iding information es of the Equity (as defined herei to advise them w nt Document, agre See “Issue Proced d in this Placemen ompany’s website d bsites. not been and wi s and may not be s of the U.S. Secu re transactions” ( risdictions where nt Document is dat Limited (the “Com uding a premium er the Companies A te Office: 5/6 Pap 2 67602200; Fax: ON 42 OF THE RULES, 2014, A EMENTS) REGU N OF THIS PLA TIES AND EXC (THE “ICDR RE S (PROSPECTU MENT DOCUME TATION OF AN QIBs. THIS PLA OR TO MAKING ND MAY NOT ( ANY MANNER W ANNELS OR AG MENT DOCUME VIOLATION O QUITY-RELATE T IN THE ISSUE . PROSPECTIVE ING TO THE IS S OF AN INVE PLACEMENT D Shares are listed o ber 11, 2016, was for listing of the 28(1)/524/2016-17 ares offered throu ission of the Equit h includes disclosu by the Securities is intended only f E in accordance wi ) and the SEBI w as amended. Thi a or any other juri s not an offer to in connection with Shares shall only inafter). The distri with respect to thei ees to observe th dure”. nt Document is no does not form part ll not be register offered or sold w urities Act and a (as defined in Re those offers and ted November 15, D 13, Community C Ph. No. +91-11-2 Email: dafspl@g mpany”) is issuing of Rs. [*] per EquSUNDARAM Act, 1956, as a com pa Industrial Estat +91 22 67602244 E COMPANIES AND CHAPTER ULATIONS, 2009 ACEMENT DOCU CHANGE BOAR EGULATIONS” US AND ALLO ENT IS PERSON OFFER TO THE ACEMENT DOCU G AN INVITATIO (1) DELIVER TH WHATSOEVER; GENTS TO INFO ENT IN WHOLE OF THE ICDR ED SECURITIES E UNLESS THEY E INVESTORS A SSUE. EACH PR STMENT IN TH DOCUMENT. on the NSE Lim s Rs. 4.10 and Rs Equity Shares hav 7 dated 15 th Nove ugh the Issue. NS ty Shares to tradin ures prescribed un and Exchange Bo for use by QIBs. A ith the ICDR Regu within the stipulat is Placement Docu isdiction and will the public or to h the Issue. y be made pursua ibution of this Pla ir purchase of the he foregoing restr ot complete and m t of this Placemen red under the U.S within the United applicable state se egulation S unde sales occur. For f 2016. LEAD MANAGE D & A FINANCIA Centre, East of K 26218274/2641907 gmail.com, dafspl g up to 30000000 e ity Share, aggregaM MULTI PAP LI mpany with limited te, Suren Road, A 4; Email: -info@su ACT, 2013, R R VIII OF THE 9, AS AMENDED UMENT IS BEIN RD OF INDIA ) IN RELIANCE OTMENT OF S NAL TO EACH P E PUBLIC OR T UMENT WILL B ON TO SUBSCRI HIS PLACEME OR (3) RELEA ORM THE PUB E OR IN PART REGULATIONS S INVOLVE A Y ARE PREPAR ARE ADVISED ROSPECTIVE IN HE EQUITY SH ited (the “ NS E s. 4.11 per Equity ve been received f ember, 2016. App SE and BSE assum ng on the NSE and nder Form PAS-4 ard of India (the A copy of the Plac ulations. Our Com ted period as requ ument has not been not constitute a pu o any other class ant to this Placem acement Documen e Equity Shares, is rictions and make may be changed. nt Document and p S. Securities Act d States except pu ecurities laws. Ac er the U.S. Secur further details, se ER TO THE PLA AL SERVICES (P Kailash, New Delh 79; Fax No. +91-1 l.investor@gmail. equity shares of fac ting up to Rs. [*] IMITED d liability having c Andheri (East), Mu undaramgroups.in READ WITH RU SECURITIES A D NG MADE TO Q (ISSUE OF CA E UPON SECTIO SECURITIES) R PROSPECTIVE TO ANY OTHER BE CIRULATED IBE TO EQUITY ENT DOCUMEN ASE ANY PUBLI BLIC AT LARGE T IS UNAUTHO S OR OTHER A HIGH DEGREE RED TO BEAR T TO CAREFULL NVESTOR IS AD HARES BEING E ”) and BSE Lim y Share respectivel from the NSE lett plications will be m me no responsibilit d BSE should not b (as defined herei SEBI”), the Rese c ement Document mpany shall make uired under the C n and will not be r ublic offer in Indi s of investors. T ment Document to nt or the disclosur s unauthorized an e no copies of thi The information prospective investo of 1933, as amen ursuant to an exe ccordingly, the E rities Act (“Regul ee “Selling Restric ACEMENT P) LIMITED hi-110065 11-26219491 .com; Website: w ce value Re. 1/- ea (the “Issue). Preliminar Not for Ci Serial Num Strictly Co corporate identity umbai-400093, M n site: www.sunda ULE 14 OF TH AND EXCHANGE QUALIFIED INS APITAL AND D ON 42 OF THE RULES, 2014, A INVESTOR AN R PERSON OR C D ONLY TO SU Y SHARES OFFE T TO ANY OTH IC ADVERTISM E ABOUT THE I ORISED. FAILU APPLICABLE L E OF RISK AN THE RISK OF L LY READ “RISK DVISED TO CO ISSUED PURSU mited (the “BSE) ly. In-principle app ter no. NSE/LIST made to the NSE ty for the correctn be taken as an indi inafter), has been erve Bank of India t (which will inclu the requisite filin Companies Act, 2 registered as a pro ia or any other jur This Placement D ogether with the r re of its contents nd prohibited. Each is Placement Docu on our Companyors should not rely nded (the “U.S. S emption from, or Equity Shares are lation S”)) in acc ctions” and “Tran www.dnafinserv.c ach, (the “Equity S ry Placement Docu irculation mber [] onfidential number L21098M Maharashtra, India aramgroups.in HE COMPANIE E BOARD OF I STITUTIONAL DISCLOSURE R COMPANIES A AND CHAPTER ND DOES NOT C CLASS OF INVE UCH QIBs WHO ERED IN THE IS HER PERSON; MENT OR UTILI ISSUE. ANY DIS URE TO COMP LAWS OF IND ND PROSPECTI LOSING ANY PA K FACTORS” BE ONSULT ITS AD UANT TO THE ). The closing pric provals under Reg T/93734 dated 15 and BSE for obt ness of any stateme ication of the meri delivered to the N a (the “RBI”), the ude disclosures pre ngs with the Regis 2013 and the Com spectus with the R risdiction. The Issu Document has bee r espective Applica to any person, ot h prospective inv ument or any docu s website or any y on such informa Securities Act”), in a trans action e being offered an cordance with R nsfer Restrictionsom Shares”) at a price ument MH1995PLC08633 a ES (PROSPECTU INDIA (ISSUE O BUYERS (“QIB REQUIREMENT ACT, 2013, REA R VIII OF TH CONSTITUTE A ESTORS WITHI OSE NAMES AR SSUE. (2) REPRODUC IZE ANY MEDIA STRIBUTION O PLY WITH THI IA AND OTHE IVE INVESTOR ART OR ALL O EFORE MAKIN DVISORS ABOU E PRELIMINAR ce of the outstandin gulation 28(1) of th th November, 201 taining final listin ents made, opinio its of the business NSE and BSE. Th Stock Exchanges escribed under For strar of Companie mpanies (Prospect ROC, and will not ue is meant only f en prepared by o ation Form (defin ther than QIBs an vestor, by acceptin uments referred to y website directly ation contained in, or the laws of an not subject to, th nd sold outside th Regulations and th . e of [*] 7) US OF ) S) AD HE AN IN RE CE A, OR IS ER RS OF NG UT RY ng he 16 ng ns of his or rm es, us be for our ed nd ng in or or ny he he he
Transcript
Page 1: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

(Incorp

ISSUE IAND ALCAPITA THE ISSAS DEFREGULWITH RICDR ROFFER OR OUTRECOR

YOU ARTHIS PLMARKEREPRODINSTRUJURISD

INVESTSHOULDTHE AMAN INVTHE PAPLACEM

All of ouEquity ShListing Rand BSEand tradexpressedour Comp

A copy oPlacemenany otherPAS-4) wM a h a rand AllotcirculatedQIBs by Company

Invitationhereinaftpersons rdelivery this Place

The infoindirectlyavailable

The Equstate of tregistratUnited SapplicabThis Prel

Sunper

porated in the RepuRegist

T

IN RELIANCE LLOTMENT OFAL AND DISCLO

SUE AND THE FINED UNDER ATIONS, 2009,

RULE 14 OF THREGULATIONS.

OR INVITATIOTSIDE INDIA O

RDED BY OUR C

RE NOT AUTHLACEMENT DOETING OR DISTDUCTION OF

UCTION MAY RDICTIONS.

TMENTS IN EQD NOT INVEST

MOUNT INVESTVESTMENT DECARTICULAR COMENT DOCUME

ur Company’s outhares on NSE and

Regulations (as deE vide its letter noding approvals ford or reports contaipany or the Equity

of this Placement nt Document has nr regulatory or listwill be filed with ta s h t r a at M u mtment of Securitid or distributed toway of a private

y solely for provi

ns, offers and salter) and the CAN retained by QIBs of this Placemen

ement Document.

rmation containedy linked to our Coe through, such web

uity Shares have the United Statestion requirementsStates in “offshorble laws of the jurliminary Placemen

ndaram Multi Pap LEquity Share, inclu

ublic of India undetered & CorporatTelephone: +91 22

UPON SECTIOF SECURITIES) OSURE REQUIRE

DISTRIBUTIONTHE SECURIT

AS AMENDED HE COMPANIES. THIS PLACEMON OR SOLICITOTHER THAN QCOMPANY PRIO

ORISED TO ANOCUMENT IN ATRIBUTION CHATHIS PLACEMRESULT IN A

QUITY AND EQT ANY AMOUNTTED BY THEMCISION RELATIONSEQUENCESENT AND THIS

tstanding Equity Sd BSE on Novembfined hereinafter) o. DCS/IPO/CS/2r the Equity Shained herein. Admiy Shares.

Document, whichnot been reviewed ting authority and the BSE and NSE

m b a i (the “ROC”ies) Rules, 2014, the public in Indiaplacement and is

iding information

es of the Equity (as defined hereito advise them w

nt Document, agreSee “Issue Proced

d in this Placemenompany’s website dbsites.

not been and wis and may not be s of the U.S. Secure transactions” (risdictions where nt Document is dat

Limited (the “Comuding a premium o

er the Companies Ate Office: 5/6 Pap2 67602200; Fax:

ON 42 OF THERULES, 2014, A

EMENTS) REGU

N OF THIS PLATIES AND EXC(THE “ICDR RE

S (PROSPECTUMENT DOCUMETATION OF AN QIBs. THIS PLAOR TO MAKING

ND MAY NOT (ANY MANNER W

ANNELS OR AGMENT DOCUME

VIOLATION O

QUITY-RELATET IN THE ISSUE. PROSPECTIVEING TO THE ISS OF AN INVEPLACEMENT D

Shares are listed ober 11, 2016, wasfor listing of the

28(1)/524/2016-17ares offered throuission of the Equit

h includes disclosuby the Securities is intended only f

E in accordance wi”) and the SEBI was amended. Thi

a or any other juris not an offer to in connection with

Shares shall onlyinafter). The distri

with respect to theiees to observe thdure”.

nt Document is nodoes not form part

ll not be registeroffered or sold w

urities Act and a(as defined in Rethose offers and

ted November 15,

D13, Community CPh. No. +91-11-2Email: dafspl@g

mpany”) is issuingof Rs. [*] per Equi

SUNDARAMAct, 1956, as a com

pa Industrial Estat+91 22 67602244

E COMPANIESAND CHAPTERULATIONS, 2009

ACEMENT DOCUCHANGE BOAREGULATIONS”

US AND ALLOENT IS PERSONOFFER TO THE

ACEMENT DOCUG AN INVITATIO

(1) DELIVER THWHATSOEVER;GENTS TO INFOENT IN WHOLEOF THE ICDR

ED SECURITIESE UNLESS THEYE INVESTORS ASSUE. EACH PRSTMENT IN TH

DOCUMENT.

on the NSE Lims Rs. 4.10 and RsEquity Shares hav7 dated 15th Noveugh the Issue. NSty Shares to tradin

ures prescribed unand Exchange Bo

for use by QIBs. Aith the ICDR Reguwithin the stipulatis Placement Docuisdiction and will

the public or toh the Issue.

y be made pursuaibution of this Plair purchase of the

he foregoing restr

ot complete and mt of this Placemen

red under the U.Swithin the Unitedapplicable state seegulation S undesales occur. For f2016. LEAD MANAGE

D & A FINANCIACentre, East of K26218274/2641907gmail.com, dafspl

g up to 30000000 eity Share, aggregat

M MULTI PAP LI

mpany with limitedte, Suren Road, A4; Email: -info@su

ACT, 2013, RR VIII OF THE 9, AS AMENDED

UMENT IS BEINRD OF INDIA) IN RELIANCE

OTMENT OF SNAL TO EACH PE PUBLIC OR TUMENT WILL B

ON TO SUBSCRI

HIS PLACEME OR (3) RELEAORM THE PUBE OR IN PARTREGULATIONS

S INVOLVE AY ARE PREPARARE ADVISED

ROSPECTIVE INHE EQUITY SH

i ted ( the “NSEs. 4.11 per Equityve been received fember, 2016. AppSE and BSE assumng on the NSE and

nder Form PAS-4ard of India (the “

A copy of the Placulations. Our Comted period as requument has not beennot constitute a pu

o any other class

ant to this Placemacement Documene Equity Shares, isrictions and make

may be changed.nt Document and p

S. Securities Actd States except puecurities laws. Acer the U.S. Securfurther details, se

ER TO THE PLA

AL SERVICES (P

Kailash, New Delh79; Fax No. +91-1l.investor@gmail.

equity shares of facting up to Rs. [*] (

IMITED d liability having c

Andheri (East), Muundaramgroups.in

READ WITH RUSECURITIES A

D

NG MADE TO Q(ISSUE OF CA

E UPON SECTIOSECURITIES) RPROSPECTIVETO ANY OTHERBE CIRULATEDIBE TO EQUITY

ENT DOCUMENASE ANY PUBLIBLIC AT LARGET IS UNAUTHOS OR OTHER A

HIGH DEGREERED TO BEAR T

TO CAREFULLNVESTOR IS ADHARES BEING

E”) and BSE Limy Share respectivelfrom the NSE lettplications will be mme no responsibilitd BSE should not b

(as defined herei“SEBI”), the Resecement Document

mpany shall makeuired under the Cn and will not be rublic offer in Indis of investors. T

ment Document tont or the disclosurs unauthorized ane no copies of thi

The informationprospective investo

of 1933, as amenursuant to an execcordingly, the Erities Act (“Regulee “Selling Restric

ACEMENT

P) LIMITED hi-110065 11-26219491 .com; Website: w

ce value Re. 1/- ea(the “Issue”).

Preliminar Not for Ci Serial Num Strictly Co

corporate identity umbai-400093, Mn site: www.sunda

ULE 14 OF THAND EXCHANGE

QUALIFIED INSAPITAL AND DON 42 OF THE

RULES, 2014, AINVESTOR AN

R PERSON OR CD ONLY TO SU

Y SHARES OFFE

T TO ANY OTHIC ADVERTISME ABOUT THE IORISED. FAILUAPPLICABLE L

E OF RISK ANTHE RISK OF LLY READ “RISKDVISED TO COISSUED PURSU

mited (the “BSE”)ly. In-principle appter no. NSE/LISTmade to the NSE ty for the correctnbe taken as an indi

inafter), has been erve Bank of Indiat (which will incluthe requisite filin

Companies Act, 2registered as a proia or any other jur

This Placement D

ogether with the rre of its contents

nd prohibited. Eachis Placement Docu

on our Company’ors should not rely

nded (the “U.S. Semption from, or Equity Shares are

lation S”)) in accctions” and “Tran

www.dnafinserv.c

ach, (the “Equity S

ry Placement Docuirculation mber [●] onfidential

number L21098MMaharashtra, Indiaaramgroups.in

HE COMPANIEE BOARD OF I

STITUTIONALDISCLOSURE R

COMPANIES AAND CHAPTER

ND DOES NOT CCLASS OF INVEUCH QIBs WHOERED IN THE IS

HER PERSON;MENT OR UTILI

ISSUE. ANY DISURE TO COMPLAWS OF IND

ND PROSPECTILOSING ANY PAK FACTORS” BE

ONSULT ITS ADUANT TO THE

). The closing pricprovals under Reg

T/93734 dated 15and BSE for obt

ness of any statemeication of the meri

delivered to the Na (the “RBI”), theude disclosures prengs with the Regis2013 and the Comspectus with the Rrisdiction. The Issu

Document has bee

respective Applicato any person, ot

h prospective invument or any docu

’s website or anyy on such informa

Securities Act”),in a trans action

e being offered ancordance with R

nsfer Restrictions”

om

Shares”) at a price

ument

MH1995PLC08633a

ES (PROSPECTUINDIA (ISSUE O

BUYERS (“QIBREQUIREMENTACT, 2013, REAR VIII OF THCONSTITUTE AESTORS WITHI

OSE NAMES ARSSUE.

(2) REPRODUCIZE ANY MEDIASTRIBUTION OPLY WITH THIIA AND OTHE

IVE INVESTORART OR ALL OEFORE MAKINDVISORS ABOUE PRELIMINAR

ce of the outstandingulation 28(1) of th

th November, 201taining final listinents made, opinioits of the business

NSE and BSE. ThStock Exchanges

escribed under Forstrar of Companie

mpanies (ProspectROC, and will not ue is meant only fen prepared by o

ation Form (definther than QIBs an

vestor, by acceptinuments referred to

y website directly ation contained in,

or the laws of an not subject to, thnd sold outside th

Regulations and th”.

e of [*]

7)

US OF

”) S)

AD HE AN IN

RE

CE A,

OR IS

ER

RS OF NG UT RY

ng he 16 ng ns of

his or

rm es, us be for our

ed nd ng in

or or

ny he he he

Page 2: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

GLOSSANOTICEREPRESOFFSHODISCLADISCLO

PRESENFORWAENFORCRISK FASUMMAINDUSTSUMMAUSE OF

CORPORBUSINECAPITACAPITAMARKEMAJOR DIVIDENAUDITO

STATEMRELATE

SELECT BOARD O MANAG OPERAT REGULA SECURI LEGAL P ISSUE P SELLING TRANSF GENERA DECLAR

ARY OF TERME TO INVESTSENTATIONSORE DERIVAAIMER CLAUOSURE REQUNTATION OF

ARD-LOOKINCEMENT OF ACTORS........ARY OF THE TRY OVERVIARY OF THE

PROCEEDS .RATE INFORESS................LIZATION ...

AL STRUCTUET PRICE INF

SHAREHOLNDS..............

ORS ................MENT OF TAX BED PARTY TRT FINANCIALOF DIRECTORS GEMENT’S DTIONS...........ATIONS ANDTIES MARKEPROCEEDINROCEDURE G RESTRICTFER RESTRICAL INFORMARATION .......

MS / ABBREORS .............S BY INVEST

ATIVE INSTRUSE OF THE SUIREMENTS F FINANCIALNG STATEME

CIVIL LIAB......................BUSINESS..

IEW ...............ISSUE..........

......................RMATION AN............................................RE ................

FORMATIONLDERS.......................................................BENEFITS ……RANSACTIOL INFORMAT……………….

DISCUSSION .....................

D POLICIES..ET IN INDIA

NGS.....................................

TIONS ...........CTIONS........ATION.................................

TABL

EVIATIONS.......................

TORS.............RUMENTS ....STOCK EXCHUNDER THEL, INDUSTRENTS ............ILITIES ...................................................................................................................ND ORGANI................................................................

N.......................................................................................………………

ONS...............TION ..................................AND ANALY............................................

A .........................................................................................................................................................

LE OF CONT

......................

......................

......................

......................HANGES .....

E COMPANIERY, MARKET

......................

......................

......................

......................

......................

......................

......................ZATIONAL S.........................................................................................................................................................

……………….................................................................YSIS OF FIN........................................................................................................................................................................................................

TENTS

......................

........................................................................................ES ACT.........

T AND OTHER..........................................................................................................................................................STRUCTURE........................................................................................................................................................………………..................................................................

NANCIAL CO........................................................................................................................................................................................................

.....................

.....................

......................

.....................

.....................

......................R DATA.............................................................................................................................................................E ............................................................................................................................................................................

……………….................................................................

ONDITION AN.......................................................................................................................................................................................................

......................

......................

......................

......................

......................

...................................................................................................................................................................................................................................................................................................................................................................................………………................................................................ND RESULTS.......................................................................................................................................................................................................

 

.............2

.............7

.............9

...........13

...........14

...........15 ............17 ...........19 ...........20 ...........21 ...........31 ...........33 ...........40 ...........41 ............42 ...........45 ...........49 ...........50 ...........52 ...........55 ...........58 ...........59

….. 60 ...........73 ...........77 ............179 S OF ..........181 ..........186 ..........190 .........193 ..........195 ..........203 .........207 .........208 .........209

Page 3: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

The followof the read The termscontext othfrom time

Compan

“Sundar“Compa“Issuer”

“ArticleAssociaAuditor

“Board”

Register

DirectorEquity S“Memorof AssocPromotePromote

SharehoSubsidia

Subsidia

E-ClassLimited

wing list of ceder/prospectiv

defined in thherwise implito time.

ny Related Te

Term ram Multi Papany”, ”

es” or “Aation” or “AoArs

” or “Board of

red & Corpora

r(s) Share(s) randum” or “Mciation” or “Mer er Group

older(s) aries

aries

Term

s Education Syd

GLO

ertain capitalizve investor only

his Placementies, references

erms:

p”, “SMPL”,

Articles ofA”

f Directors”

ate Office

Memorandum MoA”

ystems

OSSARY OF

zed terms usey and is not ex

t Document ss to any statu

S u n d a r aincorporateL21098MHIt is clarifietogether wi

f The articleTime The StatutoCo., LLP CThe Boardcommittee.The Regist5/6 Papa 400093, MThe directoThe equityThe memotime to timeThe promotThe promoRegulationShareholdeThe direct a

To carry onencourage, equip, deveeither on iteducationalpurpose of training, dcoaching clestablish plgraduation,publish, suaudio/visuacontent, anprovide necand appropaffiliates anstudents or other person

TERMS / AB

ed in this Placxhaustive.

shall have theute or regulati

m M u l t i ed under the CH1995PLC086ed that referenth its Subsidia

s of associati

ory AuditorsChartered Accod of Director

tered and CoIndustrial Es

Maharashtra, Inor(s) of our Coshare(s) of ourandum of ase ters of our Cooter group o2(1)(zb) of thrs of our Comand indirect su

n the business provide, mai

elop, operate, ts own or in jl institutions, f Imparting, spdevelopment lasses, teachinlay school, pr doctoral degupply educatal, multimediany digital or cessary infraspriate solutionnd/or other ind

abroad to stuns and entities

BBREVIATI

cement Docum

e meaning setons or policie

DescripP a p Limit

Companies Act6337. nces to “us”, “aries, on a con

on of our Co

of our Compountants rs of our Co

orporate officstate, Suren ndia.ompanyur Company hassociation of

mpanyof our Comphe ICDR Regumpanyubsidiaries of

Descrip

in India or abintain, organizconduct acadeoint venture wcenters, sch

preading and and educati

ng classes for re-primary, seree courses intion literatura bases conten

electronic mtructure suppns, by any mdependent entudents, corpors.

IONS

ment is intend

t forth in thises shall includ

ptionted, a publit, 1956 a

“we” or “our” nsolidated bas

ompany, as am

pany, namely

ompany or a

ce of our CoRoad, Andh

aving a face vour Compan

pany as deterulations

our Company

ption

broad to set upze, franchise, emic and nonwith other un

hools, collagepromoting k

ion through various exam

econdary, undn all fields ane, learning nt, any digital

media or any ort and facilit

means by itsetities whether rates, entrepre

ded for the co

section and de amendmen

c limited coand having

are to our Cois

mended from

y M/s Bhuta

any duly con

ompany is locheri (East) M

value of Re. 1/ny, as amende

rmined in te

y

p, establish, prundertake, m

-academic eduniversities, acas, institutes

knowledge, leschools, co

ms and coursesder graduationnd/or faculties

materials in l or electronic

other form ties as also eflf or throughin India or ab

eneurs, investo

onvenience

unless the nts thereto,

ompanyg CIN

ompany,

time to

Shah &

nstituted

cated at Mumbai-

/- eached from

erms of

romote, manage, ucation ademic, for the

earning, ollages, s and to n, post- and to

print, c based and to

ffective h or its broad to ors and

Page 4: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

Issue Re

“Alloca

“Allot” “AllotmAllottee“ApplicApplicaApplica

Bid(s)

Bid/Issu

Bid/IssuBid/Issu

Bidder(

“Lead M“LEAD“Confiror “CAN

Closing

Cut-off

Designa

Escrow

Escrow Floor Pr

Issue

Issue PrIssue Si

Mutual

Mutual

lated Terms Term

ated” or “Alloc

or “Ament” es cation Form” ation Form” ation

ue Closing Da

ue Opening Daue Period

s)

Manager” or MANAGERmation of AlloN”

g Date

Price

ated Date

Account

Collection Barice

rice ize

Fund

Fund Portion

cation”

Allotted” or

or “Bid-Cum

ate

ate

R” ocation Note”

ank

The allocatIssue Pricethem, by ocompliance

r Unless theEquity SharQIBs to wh

m The form (shall submiAn offer bythe Equity SIndication modificatiofor the Equ[*], whichaccepted [*]The perioBid/IssueprospectiveAny prospsubmittingan ApplicaD & A Fina

” The note orto such QIBof the entirsuch QIBsThe date on The minimuCompany inThe date ofas applicabThe bank aBank pursumonies recdeposited bYES Bank LThe floor Regulationwith referenIn accordan29, 2016 anat its absoluPrice.The offer aSection 42Rules, and C[*] per EquThe issuem a x i m uA mutual Exchange B10% of the

tion of the Eqto QIBs on t

our Company e with Chapter

context otheres to be issue

hom the Equity(including anit a Bid for they a QIB pursuShares under tof interest

ons thereto, asuity Shares in t

is the last da

od between Closing Dat

e Bidders canpective inves

ation Formancial Service

r advice or intBs after discore applicable

n which Allo

um price at wn consultationf credit of thele to the respe

account openeuant to the Eceived towardby the QIBs Limited price for th85 of the ICD

nce to 15th Nonce with the Snd Regulationute discretion,

and placemenof the CompChapter VIII o

uity Shareof up to 3,00m o f Rupefund register

Board of IndiaEquity Share

Descripquity Shares fthe basis of thin consultatio

r VIII of the ICerwise requireed pursuant toy Shares are is

ny revisions the Equity Shareuant to the Apthe Issue of a Bidde

provided in tthe Issue ate up to whic

the Bid/Iste inclusivesubmit their B

stor, being a

in accordanes (P) Limited

timation sent tovery of the I

Issue Price f

tment shall b

which the Issuen with the Leae Equity Shareective Allotteeed by our ComEscrow Agreeds subscriptio

he Issue, asDR Regulationovember, 2016Shareholders’ n 85(1) of the, offer a discou

nt of the Equanies Act, 20of the ICDR R

0,00,000 Equies 15 Crore red with the a (Mutual Funes proposed to

ptionfollowing thehe Applicatioon with the LCDR Regulaties, the issue a

the Issue ssued and Allohereof) pursues in the Issuepplication Form

er, includingthe Applicatio

ch the Applic

ssue Openinof both d

Bids a QIB, who

nce with the

to QIBs confissue Price anfor the Equity

e made, i.e. o

e Price shall bd Manager es to the Allotes. mpany with thement, into won of the Eq

calculated ns, is Rs. 4.3

6, as the Relevspecial resolu ICDR Regulunt of up to 5.

uity Shares t13, read withRegulations

ity Shares ag

SEBI underds) Regulation

o be Allotted i

determinationon Form submLead Manageions and allotment

otted uant to whiche m for subscrip

g all revisioon Form, to su

cation Forms s

ng Date andays, during

o makes a

e provisions

irming the Alld requesting py Shares Allo

on or about [

be determined

ttee’s demat a

he Escrow Cowhich the appquity Shares

in accordanc0 per Equity

vant Date. ution dated Alations, the Bo.00% to the Fl

o QIBs, pursh Rule 14 of th

gregating up

r the Securitns, 1996 in the Issue, w

n of themitted by er and in

t of the

h a QIB

ption of

ns andubscribe

shall be

nd the which

Bid by

of the

locationpayment

ocated to

* ]

d by our

account,

ollectionplication shall be

ce with Share

August oard mayloor

suant to he PAS

to

ties and

which is

Page 5: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

Pay-in D

Placeme

Prelimin“QIB” Buyers”

QIP

Relevan

Stock E“BSE”

Convent

AGM AIF

AS

AY BSE NSE CalendaCARO Categor

Civil CoCIN CIT Compan

CompanCompan

DepositDeposit

DepositDIN EGM

Term

Date

ent Document

nary Placemenor “Qualified

nt Date

Exchanges or “

tional and Ge

Term

ar Year

ry III FPIs

ode

nies Act

nies Act, 1956nies Act, 2013

tories Act tory

tory Participan

t

nt Document d Institutional

“NSE” or

eneral Terms/

6 3

nt

available foThe last daIssue PriceThis placeaccordanceread with RRegulationsThe prelimi

l A qualifiedthe and noRegulationsQualified iRegulationsNovember decided to oNational St

/Abbreviatio

The annuaAlternativeBoard of InAccountinof India AssessmenBSE LimitNational SPeriod of 1The CompAn FPI reFPI RegulaThe CodeCorporateCommissioThe CompRequiresThe CompThe CompthereunderThe DeposA depositExchange1996 A depositoDirector idAn extraor

or Allocation tate specified ifor the Equity

ement docume with the proRule 14 of ths. inary placeme

d institutionalot excluded ps institutions ps 15, 2016, beinopen the Issuetock Exchang

ns

al general meee investmentndia (Alternat

ng standards is

nt yeartedStock Exchan12 months endpanies (Auditogistered as aations of Civil Proceidentity numboner of Incom

panies Act, 20

panies Act, 19panies Act, 20r, to the extentsitories Act, 1tory registereBoard of Ind

ory participantdentification nrdinary genera

Descripto Mutual Funin the CAN sy Shares Allocment dated [ovisions of Sehe PAS Rule

ent document dbuyer as defi

pursuant to R

placement un

ng the date oe ge of India Lim

Descreting of the Shfunds as defintive Investmenssued by the

nge of India Lded Decemberor’s Report) Ocategory III f

edure, 1908ber

me Tax013 and the C

56, to the exte013, as amendt notified 996ed with the dia (Deposito

t as defined unnumberal meeting of t

ptionndssent to the Bcated has to be[*], issued

ection 42 of Ces, and Chapt

dated Novembfined under ReRegulation 86

der Chapter

of the meeting

mited and BS

riptionhareholdersned in the Secnt Funds) RegInstitute of C

Limitedr 31 of that pa

Order, 2015foreign portfo

ompanies Act

ent not repealeded and the ru

SEBI underories and Part

nder the Depo

the shareholde

idders, by whe paid by our Com

Companies Acter VIII of th

ber 15, 2016. egulation 2(1)

6(1)(b) of the

VIII of the

g in which the

SE Limited.

curities and Egulations, 2012Chartered Acc

articular year

olio investor u

t, 1956, as the

ed ules and clari

r the Securiticipants) Reg

ositories Act, 1

ers

hich the

mpany inct, 2013, he ICDR

)(zd) ofe ICDR

e ICDR

e Board,

Exchange2 countants

under the

e context

ifications

ities andgulations,

1996

Page 6: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

Equity L

Eligible

FDI FEMA

FEMA R

FII(s) FII Reg

“Financ

FPI(s)

FPI Reg

Form PAFVCI

GAAP GDP “GovernICAI ICDR R

IFRS

IND AS

India Indian GInsider T

ISIN IT IT Act ITAT Listing

Listing Agree

Term e FPI

Regulations

gulations

cial Year” or “

gulations

AS-4

nment” or “Go

Regulations

S

GAAP Trading Regu

Regulations

ment

“Fiscal”

oI”

ulations

The erstwhour CompEquity ShaIn accordaRegulationagreementrequired texchange(Regulation

FPIs that aCategory IIForeign dirThe ForeiregulationsThe ForeigPerson ResForeign insThe SecuriInvestors) RPeriod ofotherwise sForeign poIncludes a p

Any FII whFPI till thepaid as peInstitutionaThe SecurInvestors) RThe Form PA foreignSEBI undeVenture Caunder the apGenerally aGross domeThe GovernInstitute of The SecuriDisclosureInternationaAccountingIndian AccIndian AccAffairs, GoThe RepublThe generaSecurities aRegulationsInternationaInformationThe IncomeIncome TaxThe Securand DiscloSEBI, on S

hile listing agpany with eacares. ance with thens, a listedt(s) with recoto execute ths) within sixns.

are eligible toII FPIs who arect investmenign Exchang, notifications

gn Exchange Mident Outsidetitutional inveities and ExcRegulations, 112 months entated

ortfolio investperson who ha

ho holds a va expiry of theer the Secural Investors) Rrities and ExRegulations, 2PAS-4 prescribventure capiter the Securapital Investopplicable laws

accepted accouestic productnment of IndiaChartered Acities and ExcRequirementsal Financial g Standards Bocounting Stanounting Stand

overnment, onlic of Indially accepted a

and Exchanges, 2015 al Securities In technologye Tax Act, 196x Appellate Trrities and Exosure RequireSeptember 02,

greement as hch of the Stoc

e requirementd entity whognized stockhe Uniform L

months of th

Descripo participate ire not allowedntge Managemes and circularsManagement (

India) Regulaestors as definchange Board995

nded March 3

tors as defineas been registe

alid certificatee block of thrrities and Ex

Regulations, 19xchange Boa

2014 bed under thetal investor asities and Exrs) Regulations in India unting princip

a, unless otherccountants of Ichange Boards) Regulations Reporting oard ndards (Ind Adards” as notiFebruary 25,

accounting prine Board of Ind

dentification N

61ribunal

xchange Boarements) Regu

2015.

had previouslyck Exchanges

ts of Regulatich has pre

k exchange(s)Listing Agreehe date of not

ptionin the Issue ad to participate

ent Act, 19s issued thereu(Transfer or Iations, 2000ned under the Fd of India (

31 of that pa

ed under theered under the

e of registratioree years forxchange Boar995 ard of India

PAS Ruless defined and

xchange Boarns, 2000 regi

ples

rwise specifieIndiad of India (Is, 2009 Standards o

AS) 101 “Firified by the M2011

nciples followdia (Prohibitio

Number

rd of Indiaulations, 2015

y been enteres for the listi

tion 109 of teviously ent)to list its seement with stification of t

and does not e in the Issue.

999 and theunder ssue of Secur

FPI Regulatio(Foreign Insti

articular year

FPI Regulatioe FPI Regulati

on is deemed which fees hard of India

a (Foreign P

d registered wrd of India istered with th

d

Issue of Capi

of the Intern

rst-time AdopMinistry of Co

wed in India on of Insider T

(Listing Obl5 as notified

ed into bying of the

the Listing tered into ecurities is such stock the Listing

include

e rules,

rity by a

ons itutional

, unless

ons andions.

to be an ave been (Foreign

Portfolio

with the(Foreign he SEBI

ital and

national

ption oforporate

Trading)

ligationsby the

Page 7: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

MCA MVAT NRI

p.a. P/E RatPAN PAS Ru

RBI RegulatRoC Re./ Rs.RTGS R&D SC SCRA SCRR SEBI SEBI ASTT Takeove

Uniform

UnpubliInforma

“USA” US$/U.VCF

tio

ules

Term

tion S

./ Rupee(s)

Act

er Regulation

m Listing Agre

ished Priceation

or “US” S. dollar

s

eement

e Sensitive

Ministry ofThe MaharaNon-residencitizen of Inmeaning ofPer annumPrice/EarniPermanentThe Compa

The ReservRegulationThe RegistrThe legal cuReal-TimeResearch anSupreme CoThe SecuritThe SecuritThe SecuritThe SecuritSecurities trThe SecuritShares and

The uniform2015. Our Compacontinuing requirements

e Unpublishe

Exchange B2015 United StatUnited StatA VentureSecurities Regulations

f Corporate Afashtra Value Ant Indian, beindia or is an

f Section 7(A)

ings RatioAccount Num

anies (Prospec

ve Bank of IndS under the U

rar of Companurrency of IndGross Settlemnd developmeourt of Indiaties Contractsties Contractsties and Exchaties and Excharansaction taxties and ExchTakeovers) R

m listing agreem

any has entethe listing os of Regulatio

ed price sensitBoard of Indi

tes of Americates DollarsCapital Fundand Exchangs, 1996

ffairsAdded Tax Acing an individ‘overseas citiz of the Citizen

mberctus and Allotm

DescripdiaU.S. Securitiesnies Mumbai,diamentent

(Regulation)(Regulation)

ange Board ofange Board ofxhange Board oRegulations, 20

ment as notifi

ered into thof its Equityon 109 of the L

tive informatioia (Prohibition

a

as defined ange Board of

ct, 2002dual resident ozen of India’nship Act, 195

ment of Secur

ption

s ActMaharashtra

Act, 1956Rules, 1957

f Indiaf India Act, 19

of India (Subst011 ied by the SEB

he uniform ly Shares wiListing Regul

on as defined n of Insider T

nd registeredf India (Ven

outside India cardholder, w

55

rities) Rules, 2

992

tantial Acquis

BI, on Octobe

listing agreemith BSE purlations.

in the SecuriTrading) Regu

with SEBI unnture Capital

who is awithin the

2014

sition of

er 13,

ment for rsuant to

ities andulations,

nder the Fund)

Page 8: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

Our CompDocumentPlacementShares, whrelating toand not mCompany,relevant creasonableShares, thDocumentCompany t Each persoManager naffiliates ineach such involved iPlacement No personDocumentauthorizedany time d The distribCompany subscribe tto advise prospectivrestrictionsDocument The Equityof the Unior in a trasecurities transactionjurisdictionrestrictionsEquity ShInvestors” The distribrestricted connectionauthorizedbeen takendistributionnot be offconnectionwould reqRestriction In makingof the IssPlacementand advisoneither ouEquity Sha

pany has furnit and having mt Document chich is mater

o our Companmisleading. Th its Subsidiar

circumstancese assumptionshe omission ot misleading to ascertain su

on receiving tnor on any on connection person must

in investing t Document as

n is authorizedt and any infd by or on behdoes not imply

bution of thisto any personto the Issue (them with r

ve investor, bs and to maket.

y Shares haveited States, anansaction not laws. The E

ns” (as definns where thoss described inares will be dand “Transfe

bution of this by law. As

n with, an offd or to any pern by our Con of this Placefered or sold, n with the Eq

quire registratins” and “Tran

g an investmensue, includingt Document asors as to inv

ur Company nares regarding

ished and accmade all reasocontains all inrial in the cony, its Subsidihe opinions aries and the , are based

s. There are nof which wou

in any mateuch facts and t

this Placemenof its sharehowith its invesrely on its o

in the Equitys legal, busine

d to give any formation or half of our Coy that the infor

s Placement Dn, other than in consultatiorespect to theby accepting e no copies o

e not been andnd may not be

subject to, thEquity Shares ned in Regulase offers and n the sectionsdeemed to m

er Restrictions

Placement Dsuch, this Pl

fer or solicitatrson to whom

ompany or thement Documdirectly or in

quity Shares mion of the Eqnsfer Restrictio

nt decision, ing the merits s legal, tax, a

vestment, leganor the Lead g the legality

NOTIC

epts full respoonable enquirnformation wntext of theiaries and theand intentionEquity Shareon informati

no other factsuld, in the c

erial respect. to verify the a

nt Documentolders, emplostigation of thown examinaty Shares. Anss, tax, accoun

information representationompany or thrmation conta

Document orQIBs whose

on with the Leeir purchasedelivery of

of this Placem

d will not be re offered or sohe registration

are being oations) in acsales occur. T

s titled “Sellinmake the repres”.

Document andlacement Doction by anyon

m it is unlawfuhe Lead Manment in any jur

ndirectly, andmay be distribquity Shares ions”.

nvestors mustand risks in

accounting oral, tax, accouManager is m

y of an investm

CE TO INVE

onsibility forries, confirms

with respect toIssue. The st

e Equity Shars expressed i

es are honestlion presentlys in relation tcontext of the Further, all

accuracy of all

acknowledgeoyees, counsehe accuracy oftion of our Cny prospectivnting or inves

or to make ann not so con

he Lead Manaained in it is co

the disclosurenames are recead Managerof the Equitthis Placeme

ment Documen

registered undold in the Unn requirementffered and so

ccordance witThe Equity Shng Restrictionesentations se

d the issue ofcument doesne in any juriul to make sucnager which wrisdiction, othd neither thisbuted or publn such countr

rely on theirnvolved. Inve

investment aunting and remaking any rment in the E

STORS

all of the info, to the best oo our Compatatements conres are, in allin this Placemly held, have

available toto our Compae Issue, mak reasonablel such informa

s that such peels, officers,f such inform

Company, its Sve investor shtment advice.

ny representantained mustager. The deliorrect as at an

e of its contencorded by ouor its represety Shares isent Documennt or any docu

der the U.S. Sited States exts of the U.S.old only outsth Regulationhares are tran

ns” and “Tranet forth in the

the Equity Shnot constitut

isdiction in wch offer or solwould permit

her than India.Placement D

lished in or fry or jurisdic

r own examinaestors shoulddvice. Investo

elated mattersrepresentationEquity Shares

ormation contof its knowledany, its Subsintained in this

material respment Documee been reacheo our Compaany, its Subs

ke any statemenquiries ha

ation and state

erson has neitdirectors, rep

mation or its inSubsidiaries ahould not con

ation not contanot be relied

ivery of this Pny time subseq

nts without thur Company pentatives) and

unauthorizednt, agrees touments referr

ecurities Actxcept pursuant. Securities Aside the Unitns and the a

nsferable only nsfer Restrictie sections titl

hares in certate, and may

which such offlicitation. In pt an Issue of Accordingly,

Document norfrom any counction. See the

ation of our Cd not construeors should cons concerningn to any offers by such offe

tained in this dge and belieidiaries and ts Placement pects, true andent with regaed after consiany and are idiaries and t

ment in this ave been madements.

ther relied onpresentatives, nvestment decand the meritsnstrue anythi

ained in this Pd upon as haPlacement Doquent to its da

he prior consprior to the inv

those retainedd and prohibi

observe the red to in this

or the laws ot to an exemp

Act and applicted States in applicable lawin accordanc

ions”. Purchased “Represen

ain jurisdictionnot be used

fer or solicitatparticular, no f the Equity , the Equity Sr any Issue mntry or jurisdsections title

Company ande the contennsult their owthe Issue. Inree or purchaeree or purcha

Placement f, that this the Equity Document d accurate ard to our idering all based on

the Equity Placement de by our

n the Lead agents or

cision, and s and risks ng in this

Placement aving been ocument at ate.

ent of our vitation to d by QIBs ited. Each foregoing

Placement

f any state ption from, cable state

“offshore ws of the ce with the sers of the ntations by

ns may be for or in

tion is not action has Shares or hares may

materials in diction that ed “Selling

d the terms nts of this wn counsel n addition, aser of the aser under

Page 9: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

applicable acknowledof the ICDdealing inopportunitShares. Each subagreed ththe Compand that dealing indirectly orBook RunDocumentwebsites. Tare qualifi

legal, investmdged, represenDR Regulationn securities. Ety to request

scriber of that it is eligib

panies Act 20they are not

n securities inr indirectly l

nning Lead t. ProspectiveThis Placemened in their ent

ment or similanted and agreens and is not pEach purchasfrom our Co

he Equity Shble to invest i013, read witht prohibited ncluding the linked to our Manager or

e investors shnt Document tirety by the te

ar laws or regued that it is eliprohibited byer of the Eqmpany and re

hares in thein India andh Rule 14 ofby the SEBIEquity ShareCompany’s

its affiliatehould not rely

contains summerms and cond

ulations. Eachgible to invesSEBI or any

quity Shares aeview inform

Issue is deein our Compthe PAS RulI or any othes. The informwebsite i.e.

es, does noty on the infomaries of cert

ditions of such

h purchaser oft in India and other regulatalso acknowl

mation pertaini

emed to havpany under Iles, and Chap

her statutorymation on our www.sundar

t constitute ormation conttain terms of ch documents.

f the Equity Shin our Comp

tory authority ledges that iting to our Co

ve acknowledIndian law, inpter VIII of tauthority fr

r Company’sramgroups.inor form pa

tained in, orcertain docum

hares is deemany under Chfrom buying,

t has been afompany and t

dged, represencluding Secthe ICDR Re

rom buying, website or anor the webs

art of this available thro

ments, which s

med to have hapter VIII , selling or fforded an the Equity

ented and tion 42 of egulations selling or

ny website ite of the Placement ough such summaries

Page 10: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

By Biddrepresent

1. y

paE

2. y

i 3. i

(amur

4. y

na

5. y

r 6. y

oe

7. y

pF

f 8. y

pFwR

9. y

b 10. y

Fp

11. y

yttnD

12. y

pC

ding for and/oted, warranted

you are an elipursuant to Rapplicable lawEquity Shares

you undertakeincluding any

if you are no(including a sand (ii) have amultilateral ounder the poregulatory aut

you are eligibnotifications, any other regu

you will makerequired unde

you confirm tof one year frexchange;

you are awarprospectus unFurther, you aSEBI, the Rofor use by QIB

you are awarpurposes onlyFurther, you awith the RoCRules;

you have fullbe required th

you are awareFor details, spurchase the “Selling Restr

you are entitlyou and that to enable youthereto (inclunecessary conDocument), a

you confirm presentations Company or t

R

or subscribind, acknowledg

igible QIB, asRegulation 86 ws and regulas that are Allo

e to comply wy reporting req

ot a resident osub-account ota valid and ex

or bilateral devortfolio investthorities, as re

ble to invest circulars or c

ulatory author

e all necessaryer applicable la

that if you arerom the date o

re that the Eqnder the Compare aware thatC, the Stock EBs;

re that this Py and has beare aware that

C and the SEB

y observed suhereunder and

e that additionee the sectionEquity Sharerictions”.

led to acquireyou have all

u to commit tuding, withoutnsents and aund will honou

that, either: by our Com

the Issue; or (

REPRESENT

ng to any Eqged and agreed

s defined in Rof the ICDRations of Indicated to you i

with the ICDRquirements pre

of India, youther than a suxisting registravelopment fintment scheme

equired, pursu

in India undeclarifications irity, from buyi

y filings withaws;

e Allotted theof Allotment,

quity Shares hpanies Act, tht this PlacemeExchange or a

Placement Doeen displayedt the Company

BI within the t

uch laws andcomplied with

nal requiremenn titled “Sellines in complian

e the Equity Snecessary capo this participt limitation, iuthorities tour such obligat

(i) you havmpany or its(ii) if you hav

TATIONS BY

quity Shares d with/to the C

Regulation 2(1Regulations,ia and undertn accordance

R Regulations,escribed under

are an eligibub-account whation with SEBnancial institue and will m

uant to applicab

er applicablessued thereuning, selling or

appropriate re

Equity Sharesell the Equity

have not beehe ICDR Regent Documentany other regu

ocument has on the websy is required ttime periods p

obtained all sh all necessar

nts are applicang Restrictionnce with the

Shares under tpacity and havpation in then the case ofagree to thetions;

ve not particis agents (“Cve participated

Y INVESTOR

offered in thCompany and t

1)(zd) of the having a valitake to acquirwith Chapter

, the Companir such laws;

ble QIB, andhich is a foreiBI under the a

ution or an FVmake all necble laws;

laws, includinnder, and haver dealing in sec

egulatory auth

s pursuant toy Shares so ac

n and will noulations or unt has not beenulatory or stat

been filed wsites of our Cto make the represcribed und

such governmy requirement

able to you if ans” and “Tralegal requirem

the laws of alve obtained alIssue and to

f any person terms set ou

ipated in or ompany’s Pd in or attende

RS

he Issue, youthe Lead Man

ICDR Regulaid and existingre, hold, manVIII of the IC

ies Act and al

(i) you are angn corporate oapplicable lawVCI. You areessary filings

ng the FEMAe not been procurities;

horities, includ

the Issue, youcquired excep

ot be offered nder any othe

n verified or aftutory authori

with the StockCompany and

equisite filingsder the Comp

mental and othts;

are any jurisdiansfer Restrictments describ

ll relevant jurll necessary cperform youron whose behut or referred

attended anyresentations”ed any Comp

u are deemednager as follow

ations and notg registration nage or dispoCDR Regulatio

ll other applic

n FPI includior a foreign in

ws in India an investing in s with the ap

A Regulationsohibited by th

ding the RBI,

u shall not, fopt on a recogn

and/or sold r law in forceffirmed by theity and is inte

k Exchange fd the Stock Es in relation topanies Act and

her consents w

iction other thtions”. You a

bed in the sec

risdictions thaconsents and ar obligations ihalf you are d to in this P

y investor me”) with regarany’s Present

d to have ws:

t excluded under the

ose of any ons;

able laws,

ing an FII ndividual) d (iii) or a this Issue

ppropriate

s, and any e SEBI or

as maybe

or a period nized stock

through a e in India. e RBI, the nded only

for record Exchange. o the Issue d the PAS

which may

han India. are able to ction titled

at apply to authorities in relation acting, all Placement

eetings or rd to our tations: (a)

Page 11: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

yimimyPp

13. n

eatccya

14. y

naCA

15. y

Ed

16. y

D

o

ceoenPaD

17. y

P

18. y

o 19. t

iclcohiEr

20. y

you understainformation, amade at sucinformation pmisstatementsyou not to rPresentations,publicly avail

neither our employees, cadvising you that participatclient of the counsels, offiyou for proviand are in no

you are awarnumber of Eqand you conCompany, ouAllotment as p

you are awareshall be requiExchange, andisclosures;

you understanDocument, instrategy, planobjectives relstatements incause actual expressed or on numerousenvironment inot place undPlacement Doassume no reDocument;

you have beePlacement Do“Forward-Lo

you are awareoffered to the

that in makingits Subsidiariconsulted youlimitation, thecontained in tour Companyhave receivedinvestment deEquity Sharesresources in d

you are a sop

and and ackanswers, matech Companyprovided to ys or omissionrely in any w, and (b) conflable;

Company noounsels, repreregarding the

tion in the IssLead Manag

ficers, directording the proteway acting in

re that our Coquity Shares Asent to such ur Company per Section 93

e that if you aired to disclosnd they will

nd that all stancluding, withns and objectivating to our C

nvolve known results to beimplied by su

s assumptionin which our due reliance ocument. Yousponsibility to

en provided aocument in it

ooking Stateme

e and understageneral publi

g your investmies and the teur own indepe effects of lothis Placemeny, and no othed all informaecision in resps and the term

deciding to inv

phisticated inv

knowledge therials, documy’s Presentatiyou at such

ns, and, accorway on anyfirm that you

or the Lead esentatives, ae suitability osue is on theger and thatrs, representaection afforde a fiduciary ca

ompany is reqAllotted to you

disclosures.will be requ

3 of the Comp

are Allotted mse your name make the s

atements othehout limitationves of manag

Company’s bun and unknowe materiallyuch forward-ls regarding Company wion forward-lu understando update any

a serially numts entirety, inents”;

and that the Eic and the Allo

ment decisionerms of the Ipendent adviscal laws and t

nt Document, wer disclosure oation that yopect of the Eqms of the Issuvest in this Iss

vestor and hav

hat the Leadents and stateions and are

Company’srdingly you ainformation have not bee

Manager nogents or affil

of an investmebasis that yothe Lead M

atives, agentsed to their clieapacity to you

quired to discu to the RoCFurther, if y

uired to makepanies Act, 20

more than 5%and the numb

same availabl

r than statemn, those regargement for futusiness), are fwn risks, unce

different fromlooking statemour Companyill operate inlooking statem

and acknowof the forwar

mbered copyncluding, in p

Equity Sharesotment of the

, (i) you haveIssue, includisors or otherwtaxation mattewhich has beeor representatu believe is

quity Shares; (ue; and (vi) yue;

ve such know

d Manager mements that oue therefore uPresentations

acknowledgethat was pro

en provided an

or any of itliates is makient in the Equ

ou are not andManager or an

or affiliatesents or for prou;

close details sand the SEBI

you are one oe a filing wit

013;

% of the Equitber of Equityle on their w

ments of historrding our Comture operationforward-lookinertainties andm future res

ments. Such foy’s present athe future. Thments, which

wledge that thrd-looking sta

of this Placeparticular, the

are being offsame shall be

relied on youing the meritswise have saers, (iii) you hen independention by our Co necessary or

(v) you have myou have relie

wledge and exp

may not havur Companyunable to ds may havethat the Leadovided to yony material in

ts shareholdeing any recomuity Shares o

d will not, up ny of its shahave no duti

oviding advice

such as yourI in accordancof the top teth the RoC w

ty Shares in thy Shares Allotwebsites and

rical fact inclumpany’s finanns (includingng statementsd other imporsults, performorward-lookinand future bhus, you unde

speak onlyhe Company aatements cont

ment Docume sections titl

fered only to Qon a discretio

ur own examins and risks in

atisfied yoursehave relied sontly prepared ompany or anr appropriate made your owed upon your

perience in fi

ve knowledgor its agents

determine whincluded any

d Manager haou at such Cnformation tha

ers, directorsmmendations offered in the

to the Allotmareholders, eies or response in relation to

name, addresce with applicen shareholdewithin 15 da

he Issue, our tted to you to you consen

uded in this Pncial positiondevelopment . Such forwarrtant factors t

mance or achng statements business straterstand that yas of the daand the Leadained in this P

ent and haveed “Risk Fac

QIBs and are onary basis;

nation of our Cnvolved, (ii) elf concernin

olely on the inand provided

ny other partyin order to

wn assessmentown investig

inancial inves

10 

e of any may have

hether the y material as advised

Company’s at was not

, officers, to you or Issue and

ment, be a mployees, ibilities to o the Issue

ss and the able laws,

ers of our ays of the

Company the Stock t to such

Placement n, business

plans and rd-looking that could ievements are based egies and

you should ate of this d Manager Placement

read this ctors” and

not being

Company, you have g without

nformation d solely by y; (iv) you make an

t of us, the gation and

tment and

Page 12: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

b

tLrakerybI

21. y

oaopodrI

Ca

22. t

wfai

23. y

tr

24. y

dtitP

25. y

B 26. y

fe

27. t

tw

28. t

be

business mattShares. You athe economicLead Managrepresentativeare able to suknowledge, sevaluating therespect to theyour or their cby you or theIssue for your

you understaofficers, empladvice or otownership or proceeds fromon the Bookdirectors, reprrelation to theIssue). You wshareholders, Company witauthorities, w

that where yowarrant that yfor each manaand agreemeninclude such a

you are not a to any ‘promrepresent the P

you have no defined underto appoint anyin the capacitto be a ‘promPromoter(s) o

you are awarBid/Issue Clo

you are eligibShares so Allofurther confirexceed the lev

that the Appltriggering anywith the Take

to the best obelonging to texceed 50% o i. The exp

“CompanAct, 195

ters as to be and any accou risk of the iner or any o

es, agents or austain a compsophistication e merits and re investment circumstances

em of all or anr investment p

and that our loyees, counstherwise maddisposal of t

m the Equity Sk Running Leresentatives, ae Equity Sharewaive and agemployees,

th respect to twherever situat

ou are acquirinyou are authoraged account nts herein foraccounts;

‘promoter’ (amoter’, either d

Promoter(s) o

rights under r the ICDR Rey nominee dirty of a lender,moter’, a persoof our Compan

re, understandsing Date;

ble, includingotted and togerm that your avel permissibl

lication Formy requiremen

eover Regulati

of your knowthe same grou

of the Issue Sizression “Belony under the 6.

capable of evunts for whichnvestment in tof their respeaffiliates for aplete loss on

and experienrisk of the purin the Equitys, financial orny part of the

purposes and n

Company oels, represent

de any reprethe Equity ShShares). Youead Manageragents or affiles (including bgree not to acounsels, off

the tax aspectted;

ng the Equityrized in writinand to maker and on beh

as defined unddirectly or in

or Promoter Gr

any shareholegulations) orrector on the B and where su

on related to tny;

d and agree th

g without limiether with anyaggregate holle as per any a

m submitted byt to make a pions;

wledge and bup or are undze. For the puongs to the Ssame Group”

valuating theh you are substhe Equity Shaective sharehall or part of athe investme

nce in financrchase of the Ey Shares, andr otherwise, we Equity Sharenot with a view

r the Lead Matives, agentssentations re

hares (includinwill obtain yo

r or any of iates or our Cbut not limitedassert any clafficers, directots of the Equ

y Shares for ong by each su(and you here

half of each s

der the ICDRndirectly, androup or group

lders’ agreemr a person relaBoard of Direuch acquisitiothe Promoter(

hat you have

itation undery securities oflding in our Capplicable law

y you wouldpublic announ

belief, your ader common courposes of thisSame Group”” as provided

merits and riscribing the Eqares; (ii) will

holders, emplany such lossnt in the Equ

cial and businEquity Shares(vi) have no

which may caues. You seekw for resale or

Manager ors or affiliatesgarding the

ng but not limour own indeits sharehold

Company whend to the Issueaim against tors, represent

uity Shares or

one or more much managed aeby make) thesuch account,

R Regulations)your Applica

p companies of

ment or votingated to any ‘pectors other thon has not and(s) or Promote

no right to w

applicable lawf our CompanyCompany upo

ws;

not at any stncement to a

aggregate holontrol as you, representatio shall be intein sub section

sks of the invquity Shares (not look to o

loyees, counss or losses thauity Shares; (ness matterss; (v) have noo reason to anuse or requireto purchase t

r distribution;

any of its shave not provtax consequ

mited to the Isependent tax aders, employen evaluating tand the use othe Lead Matatives, agentas a result o

managed accouaccount to acqe representatio, reading the

) of the Compation does nof the Promoter

g agreement wpromoter’, norhan the rightsd will not resuer Group or g

withdraw your

w, to apply foy held by you

on the issue a

tage result, dcquire Equity

lding together, pursuant to t

on: erpreted by an11 of section

vestment in t(i) are each abur Company sel, officers, at may be suffiv) you have so as to be c

o need for liqunticipate any any sale or di

the Equity Sha

shareholders, vided you witences of subssue and the uadvice and wiees, counselsthe tax conseqof the proceedanager or anyts or affiliatef any tax aud

unts, you reprquire the Equons, acknowle

reference to

pany or a persot directly or r(s) of our Co

with the ‘promr any veto righyou may have

ult in you beingroup compan

r Application

for and hold tu prior to the Iand Allotment

irectly or indy Shares in ac

r with other the Allotment

applying the n 372 of the C

11 

the Equity ble to bear and/or the directors,

ffered; (iii) sufficient

capable of uidity with change in istribution ares in the

directors, th any tax bscription, use of the ll not rely , officers, quences in

ds from the y of their es or our dits by tax

resent and uity Shares edgements

“you” to

son related indirectly

ompany;

moter’ (as ht or right e acquired ng deemed nies of the

after the

the Equity Issue. You t shall not

directly, in ccordance

Allottees t shall not

concept of Companies

Page 13: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

i

29. y

poE

30. y

Rwtrn

31. y

t 32. y

Clidtcci

tio

33. y

aiir

34. A

tj

35. T

cE

36. Y

clanthth

37. y

taCaC

38. y

ii. “Control”Takeove

you understanpassu in all rother distribuEquity Shares

you are awareRegulations, were made anthe final listinresponsible fonon-receipt;

you shall not time that the f

you understanCompany andliability for aninformation pdecision to pathis Placemenconfirm that committing yinformation bShares and yostatement madthe Lead Manin the Issue bobtained or re

you understanany part of tindirectly susincluding norepresentation

Any dispute athe laws of jurisdiction to

That each of continue to beEquity Shares

You agree to ilaims, liabilitiny breach of that the indemnhe managed ac

you understanthe truth andand undertakiCompany anacknowledgemCompany and

you have masection, name

” shall have ter Regulations.

nd that the Eqrespects with

utions declareds;

e that (i) applifor listing annd such approng and tradinor any delay o

undertake anfinal listing an

nd that the cod that neither ny informatiopreviously puarticipate in thnt Document the only inf

yourself to acbeing all that you have neithde by or on bnager nor our based on any eceived;

nd that the Lthe Equity Shstained or incn-performancns or warrantie

arising in connthe Republic

o settle any dis

the represente true and accs in the Issue;

indemnify andies and expenthe representanity set forth ccounts;

nd that our Cd accuracy of ings, which ad are irrevoments and

d the Lead Ma

ade, or been ely “Represent

the same mea

quity Shares wthe existing E

d, made or pa

ications for innd admission oval has beenng approval wor non-receipt

ny trade in thend trading app

ontents of thisthe Lead Man

on, representatublished by orhe Issue based

or otherwiseformation youcquire the Eqyou deem nec

her received nbehalf of the L

Company norother inform

Lead Managehares purchascurred by yo

ce by us ofes by us, whet

nection with tc of India ansputes that ma

tations, warranurate at all tim

d hold our Conses (includingations, warranin this section

ompany, thef the foregoinare given to tocable and it

undertakingsanager; and

deemed to hatations By Inv

ning as is ass

will, when issEquity Shares

aid in respect o

n-principle appof the Equityreceived from

will be made ot of such final

e Equity Shareproval for the E

Placement Dnager nor anytion or statemr on behalf od on any infoe. By participu are entitledquity Sharescessary to maknor relied on aLead Managerr any other peation, represe

r does not hsed by you inou for any re

any of ourther to you or

the Issue willnd the courtsay arise out of

nties, acknowmes up to and

ompany and thg legal fees an

nties, undertakn shall survive

Lead Manageng representatthe Lead Mant is agreed t

are no lo

ave made, asvestors”.

signed to it by

sued, be credis including thof the Equity

proval, in termy Shares andm the Stock Eonly after Alll approvals or

es credited toEquity Shares

Document arey person acting

ment containedof our Compaormation, reprpating in the

d to rely on, is containedke an investmany other infor or our Comperson will be lentation, warra

ave any oblign the Issue oeason whatso

respective ootherwise;

be governed bs at Mumbai,f or in connect

wledgements aincluding the

he Lead Mannd expenses)

kings, and agree the resale of

er, its respectitions, agreemnager on its othat if any oonger accurat

s applicable, t

y clause 1(e)

ited as fully phe right to rec

Shares after

ms of Regulatfor trading on

Exchange, andlotment. Ourr any loss aris

o your benefics are issued by

exclusively thg on its behal

d in this Placeany and will resentation ore Issue, you

and on whiin this Place

ment decision iormation, reprpany or any oliable for youranty or statem

gation to puror to support oever in connobligations o

by and constr, India, Indiation with the I

and agreemente Allotment, li

ager harmlessarising out ofeements in thif the Equity S

ive affiliates aents, warrantiown behalf aof such reprete, you wil

the representa

of Regulation

paid and will ceive all dividthe date of is

ion 28(1) of thn the Stock E

d (ii) the appliCompany sh

sing from such

ciary account y the Stock Ex

he responsibillf has or shallement Docume

not be liablestatement conagree to the ch you have ement Documin respect of tresentation, wother person anr decision to p

ment that you

rchase or acquany losses d

nection with or any breac

rued in accorda shall have ssue;

ts set forth abisting and trad

s from any anf or in connectis section. Yo

Shares by or on

and others wiies, acknowle

and on behalesentations, wll promptly n

ations set for

12 

n 2 of the

rank pari dends and sue of the

he Listing Exchange, ication for

hall not be h delay or

until such xchange;

lity of our l have any ent or any e for your ntained in same and relied in

ment, such the Equity

warranty or nd neither participate may have

uire all or directly or the Issue, h of any

dance with exclusive

bove shall ding of the

nd all costs, tion with

ou agree n behalf of

ill rely on edgements lf of our

warranties, notify our

rth in this

Page 14: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

Subject tRegulatiounregulatvirtue of derivative7, 2014),instrumensecurities(all such compensawhich areestablishmfurther isby appropto this Plincluding

In terms osame set of the toinvestmensubscribeas a singand as a of the FP

Any P-Nclaims onestablishmNotes thaCompanyP-Notes amay be isLead Mapermissib

ProspectdisclosurSEBI nothereto. Pregardinwith app

o complianceon 22 of the Fted broad basetheir investme instrument w, including thnts such as pas, listed or pro

offshore deration from the regulated byment subject ssue or transfepriate foreignlacement Docg, without limi

of the FPI Reof ultimate be

otal issued capnt restriction

ers of offshorele subscriber subscriber of I and offshore

Notes that mayn or interests iment of the teat may be offy. Our Compaand does not ssued are not anager. FII oble under law

tive investorsres as to the ir any other rProspective i

ng any contemplicable laws a

OFF

e with all appFPI Regulationed funds, whi

ment manager bwith an FII prihe affiliates oarticipatory nooposed to be lrivative instrue purchasers y any approprto complianc

er of any P-Nn regulatory aucument. This Pitation, any in

gulations, theeneficial ownepital of a com

ns shall also e derivative inof the offshooffshore deriv

e derivative in

y be issued ain our Compa

erms of any P-fered are issueany and the Laccept any resecurities of f FPI affiliatand may issu

s interested iissuers of sucregulatory auinvestors are mplated inveand regulatio

FSHORE DE

licable Indianns, FPIs (otherich are classifbeing approprior to Januaryof the Lead Motes, equity-lilisted on any

uments are reof such instruriate foreign rce with “kno

Note issued byuthorities. P-NPlacement Doformation reg

issue of equier(s) investingmpany. As peapply to su

nstruments hare derivativevative instrum

nstruments inv

are not securitany. Our Com-Notes, or in ted by, and areLead Manageresponsibilitythe Lead Man

tes of the Lee P-Notes in r

in purchasinh P-Notes an

uthority has rurged to con

stment in P-Nons.

RIVATIVE I

n laws, rules,r than Categofied as Categoriately regulat

y 7, 2014 or wManager, mayinked notes orrecognized st

eferred to heruments. P-Noregulatory aut

ow your clieny or on behalfNotes have noocument doesgarding any ris

ity shares to ag through muler the circula

ubscribers ofaving a comminstruments. I

ments, these investments held

ties of our Cmpany has not

the preparatioe the sole oblr does not mawhatsoever innager and doead Managerrespect thereo

ng any P-Notnd the terms areviewed or ansult their owNotes, includ

INSTRUMEN

regulations, gory III FPIs, asory II FPIs (asted unless sucere registeredy issue or otr any other simtock exchangerein as “P-Nootes may be isthorities in thnt” requiremef of it, is madot been and ar

not contain ask factors relat

single FPI orltiple entities)ar issued by S

offshore dermon beneficialIn the event anvestment restd in the underl

ompany andparticipated i

on of any disclligations of, thake any recomn connectionnot constitutemay purchas

of.

tes have theand conditionapproved anywn financial, ding whether

NTS

guidelines ands defined in ths defined in thh FPIs have e

d as clients of atherwise deal milar instrume in India, sucotes”), for whssued only in

he countries oents. An FPI de only to perre not being oany informatioting thereto.

r an investor g is not permit

SEBI on Novrivative instrul owner shallan investor hatrictions shall lying company

do not constin any offer oflosure related hird parties thmmendation awith the P-N

e any obligatise, the Equity

responsibilitns of any suchy P-Notes orlegal, accoun

r P-Notes are

d approvals inhe FPI Regulahe FPI Regulentered into anan FII prior toin offshore

ments against uch as the Equ

which they man favor of thoof their incorp

shall also enrsons who areoffered or soldon concerning

group (which tted to be 10%vember 24, 20uments. Two be considered

as investmentsapply on the

y.

itute any oblif any P-Notesto the P-Note

hat are unrelaas to any inve

Notes. Any P-Nons of or claiy Shares to t

ty to obtain h P-Notes. Nany disclosurnting and taxe issued in co

13 

n terms of ations, and lations) by n offshore o January derivative

underlying uity Shares ay receive se entities

poration or nsure that regulated d pursuant g P-Notes,

means the % or above 014, these

or more d together s as a FPI aggregate

igation of, s, or in the es. Any P-

ated to our estment in Notes that ims on the the extent

adequate either the re related x advisors ompliance

Page 15: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

As requiBSE doe

1. w

D 2. w

3. t

m and it shoor approvShares magainst Nto or in cstated her

ired, a copy es not in any m

warrant, certiDocument; or

warrant that th

take any respmanagement o

ould not for anved by the N

may do so purNSE and BSEconnection wrein or for any

DISCLAI

of this Placemanner:

fy or endorser

he Equity Sha

ponsibility foor any scheme

ny reason be dNSE and BSE

suant to an inE whatsoever,

with such subsy other reason

IMER CLAU

ement Docum

e the correctn

ares will be lis

or the financie or project of

deemed or conE. Every persondependent in, by reason oscription/acquwhatsoever.

USE OF THE

ment has been

ness or comple

sted or will con

ial or other f the Company

nstrued to meon who desir

nquiry, investif any loss wh

uisition, wheth

STOCK EXC

n submitted t

eteness of any

ntinue to be li

soundness ofy;

an that this Plres to apply figation and anhich may be sher by reason

CHANGE

to the NSE an

y of the conte

isted on the N

f the Compan

lacement Docfor or otherwinalysis and shsuffered by su

n of anything

nd BSE. The

ents of this P

NSE and BSE;

ny, its Prom

ument has beeise acquire an

hall not have uch person costated or omi

14 

NSE and

Placement

or

moters, its

en cleared ny Equity any claim onsequent itted to be

Page 16: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

The tablerelevant provided

#

1. a.

b. c.

d. e. f. g.

(i) (ii) (iii) (iv) h.

2. a. b. c. d.

e. f. g. (i) (ii) (iii) (iv) (v) h. i. j.

k. 3.

i.

ii.

iii. iv.

DIS

e below sets opages in thi

d.

GENERAL IName, addreboth registereDate of incorpBusiness carrbranches or uBrief particul

Names, addreManagementDetails of dedefault and prstatutory duesdebentures andeposits and iloan from anyNames, desigcompliance process; PARTICULADate of passinDate of passinKinds of secuPrice at whicjustification oName and adAmount whicTerms of raisDuration, if aRate of dividRate of intereMode of paymRepayment; Proposed timPurposes andContribution separately in

Principle termDISCLOSURLITIGATIOAny financiapersonnel in tinterests of otDetails of aDepartment oofferee compcirculation ofor statutory disclosed. Remuneration

Related parimmediately loans made o

SCLOSURE

out the disclosis Placement

INFORMATIess, website anded office and corporation of the ried on by the

units, if any; lars of the mana

esses, DIN and ’s perception of

efault, if any, inresent status, ins; nd interest thereinterest thereony bank or financgnation, addreofficer of the

ARS OF THEng of board resng of resolutionurities offered (ch the security iof the price; ddress of the vch the companysing of securitieapplicable; end; or est; ment; and

me schedule for wd objects of the

being made byfurtherance of

ms of assets chaRES WITH R

ON ETC. al or other matethe offer and thther persons.

any litigation oof the Governmpany during thef the offer letterauthority upon

n of directors (d

rty transactionpreceding the yr, guarantees gi

REQUIREM

sure requiremDocument w

Disclosure R

ON d other contac

orporate office;company;

e company and

agement of the c

occupations off risk factors;ncluding therei

n repayment of –

eon; n; cial institution aess and phone company, i

OFFERolution;n in the generali.e. whether shais being offered

valuer who pery intends to raises:

which the offeroffer;y the promotersuch objects;

arged as securityR E G A R D TO

erial interest ofhe effect of such

or legal actionment or a statue last three yer and any direcn conclusion o

during the curre

ns entered dyear of circulativen or securitie

MENTS UNDE

ments as proviwhere these d

Requirement

ct details of the

d its subsidiarie

company;

f the directors;

in the amount–

and interest thene number, ef any, for th

l meeting, authoare or debentured including the

rformed valuatie by way of sec

r letter is valid;

rs or directors e

y, if applicableO I N T E R E S T

f the directors, ph interest in so

n pending or utory authorityars immediateltion issued by

of such litigati

ent year and las

during the lation of offer lees provided.

ER THE COM

ided in Formdisclosures, to

e company ind

es with the det

involved, dura

reon.email ID of he private pla

orizing the offere) and class of spremium, if an

ion of the secucurities;

either as part o

;T OF D I R E C

promoters or kfar as it is diff

taken by anyagainst any pr

ly preceding thsuch Ministry oon or legal ac

st three financia

ast three finetter including w

MPANIES A

PAS-4 under o the extent

dicating

tails of

ation of

the nodal /acement offer

r of securities;security;ny, along with

urity offered;

of the offer or

C T O R S ,

key managerial ferent from the

y Ministry orromoter of the he year of theor Departmentction shall be

al years).

nancial years with regard to

ACT, 2013

the PAS Ruleapplicable, h

Relevant PThis Docu

Cover P

43 45

179179

22-3Not Appli

Not AppliNot AppliNot AppliNot Appli

-

25th July, 29th Augus

Equit

Cover P

Not AppliCover P

40 Not AppliNot AppliNot AppliNot AppliNot Appli

60 Da41

Not Appli

Not Appli

Not Appli

193

106,142

105,140

15 

es and the have been

Page of ument

Page

9 9 1 icable

icableicableicableicable

2016 st, 2016 ty

Page icable

Page

icableicableicableicableicableays

icable

icable

icable

3

2,174

0,173

Page 17: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

v.

vi.

vii.

4. a.

(i)(a)

(b) (c)

(d) (ii)

b.

c.

d.

e.

f.

5. a.

b.

c.

Summary of five financialtheir impact ocorrective stereservations oDetails of anCompanies Apreceding thesubsidiaries. imposed, comyear of the ofof its subsidiaDetails of actif any, and if FINANCIALthe capital strthe authorizeddescription ansize of the prepaid up capita(A) after the(B) After co

Share premiumthe details oindicating theshares allotteconsiderationProvided thateach of the aletter separatethe details of Profits of thfinancial yearDividends decoverage ratioA summary osheets immedAudited Cashcirculation ofAny change profits and thA DECLARAthe companythereunder. the complianinterest or rGovernment. The monies rindicated in th

reservations orl years immediaon the financialeps taken and por qualification

ny inquiry, inspAct, 2013 or anye year of circulAlso if there w

mpounding of offer letter and iaries. ts of material frso, the action t

L POSITION Oructure of the cod, issued, subscnd aggregate noesent offer; al:

e offer; nversion of conm account (bef

of the existing erein with regaed, the face vn. t the issuer com

allotments wereely indicating t

f the consideratihe company, bers immediately eclared by the co for last three of the financialdiately precedinh Flow Statemef offer letter. in accounting p

he reserves of thATION BY THy has complied

ce with the Actrepayment of d

received under he Offer letter.

r qualificationsately precedingl statements anproposed to bes or adverse rem

pections or invey previous complation of offer

were any prosecoffences in theif so, section- w

rauds committedaken by the comOF THE COMompany in the fcribed and paid ominal value);

nvertible instrumfore and after th

share capital ard to each allovalue of the sh

mpany shall ale made in the lathe allotments mion in each caseefore and afterpreceding the dompany in respyears (Cash prol position of th

ng the date of cient for the thre

policies duringhe company. HE DIRECTOd with the pr

t and the rulesdebentures, if

the offer shall

s or adverse rem the year of circd financial postaken by the c

mark. estigations initipany law in theletter in the cacutions filed (wlast three year

wise details the

d against the company.

MPANYfollowing mannup capital (num

ments (if appliche offer).of the issuer ctment, the datehares allotted,

so disclose theast one year prmade for conside.r making provdate of circulatipect of the saidofit after tax pluhe company asirculation of offee years immed

the last three

ORS THATrovisions of th

does not implyapplicable, is

l be used only

marks of auditculation of offeition of the com

company for ea

iated or conduce last three yearase of companywhether pendingrs immediatelyereof for the com

ompany in the la

ner in a tabular mber of securiti

cable).

company in ae of allotment, t the price and

e number and preceding the datderations other

vision for tax, ion of offer lettethree financial

us interest paid/in the three au

fer letter. diately precedin

years and their

he Act and th

y that payment o guaranteed by

for the purpos

ors in the laster letter and of mpany and the ach of the said

cted under thers immediately y and all of its g or not) finespreceding the mpany and all

ast three years,

form-ies,

tabular form,the number of

d the form of

price at whichte of the offer than cash and

for the three er. years; interest /interest paid).udited balance

ng the date of

r effect on the

he rules made

of dividend ory the Central

ses and objects

Not App

Not Appl

50

50 50

49 50

51

86,119,1

58

85,118,

87,120

94,128,

210

210

s 210

16 

plicable

licable

153

152

,54

,161

0

0

0

Page 18: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

PRESE

In this Plto “you”“potentia“our Comor “our”, requires.

Referencand the “central orother gen

Financia

The auditthe “AudCompanyand togetbeen inclu

Our ComCompaniapplicablprescribeimportantfamiliar iincluded U.S. GAGAAP inreader’s lfinancial Documento, “Rs.”

The finanas the ca“crores” i • One • One

In this Paccordingprecede t

The fiscasucceedinare to themonths e

Industry

Informatipertaininon data analysts, otherwiseoperate his subjec

NTATION O

lacement Docu, “your”, “of

al investor” arempany” or “Su

or similar ter

es in this Plac“Government”r state, as applnder, wherever

al and Other I

ted consolidatdited Consoliy for the Fiscather with the uded in this P

mpany has pies Act and thle, by the Aued by the ICAt aspects fromin other countin this Placem

AAP. Accordinncluded in thilevel of famildisclosures p

nt, references and “Rupees”

ncial informatase may be, iin this Placem

lakh represencrore represe

Placement Dogly, figures shthem.

al year of ourng calendar ye calendar yeaended on Marc

y and Market

ion regardingng to the busin

reports compdata from ot

e, the statistichas been reprot to change an

OF FINANCI

ument, unlessfferee”, “purche to the prospundaram Multrms are to Mu

cement Docum” or the “centlicable. Referr applicable.

Information

ted financial sidated Finanals 2016, 201Audited Cons

Placement Doc

prepared its Fhe guidelines

uditors in accoAI. The Finanm U.S. GAAPtries. We hav

ment Documenngly, the degrs Placement D

liarity with Inpresented in tto “US$” and

” are to the leg

tion relating tointo millions

ment Documen

nts 100,000 (onts 10,000,00

ocument, cerhown as total

r Company cyear. Unless oar ended on Dch 31.

t Data

g market ponesses of our piled by govether external scal informatiooduced from vnd cannot be

IAL, INDUST

s otherwise sphaser”, “subs

pective investoi Pap”, are toulti Pap Sund

ment to “Indiatral governmeences to the s

statements of tncial Stateme5 and 2014 (csolidated Finacument. See “

Financial Stas issued by thordance withcial StatemenP and other ave not attemptnt, nor do weree to whichDocument widian GAAP. Athis Placemend “U.S. dollargal currency o

o our Companand shown t

nt are to the fo

ne hundred th0 (ten million

rtain monetarls in certain ta

ommences onotherwise stateDecember 31, a

sition, growtCompany conernment bodisources and kn included invarious trade,verified with

TRY, MARK

ecified or thecriber”, “reciors of Equity the Sundaram

daram Limited

a” are to the Rent” or the “singular also r

the Companyents”) and thcollectively, thancial Statem

“Financial Sta

atements in Rhe RBI, as ap

the applicablnts prepared inaccounting prited to quantifprovide a recthe Financiall provide meAny reliance

nt Document rs” are to the lof India.

ny herein havto the nearestollowing:

housand); andn).

ry thresholds ables may no

n April 1 of eed, referencesand to a partic

th rates, othentained in thisies, data repoknowledge of

this Placeme, industry and certainty due

KET AND OT

context otherpient”, “invesShares in the

m Multi Pap Ld and its Subs

Republic of Indstate governmefer to the plu

for the Fiscalhe audited stahe “Audited ents, the “Au

atements”.

Rupees in acpplicable andle generally an accordanceinciples withfy the impactconciliation ofl Statements

eaningful infoby persons noshould accordlegal currency

ve been convert two decima

have been sot be an arithm

each calendars in this Placecular “fiscal y

er industry ds Placement Dorts compiledthe markets i

ent Document d governmente to limits on

THER DATA

rwise indicatestors”, “prospIssue and ref

Limited, and residiaries unles

dia and its terment” is to theural and one g

ls 2016, 2015andalone finanStandalone F

udited Financ

ccordance wid have been aaccepted audiwith Indian which prospeof U.S. GAA

f our Financiaprepared in a

ormation is enot familiar widingly be limy of the Unite

rted from croral places. Ref

subjected tometic aggrega

r year and enement Documyear” or “finan

data and certDocument cond by professiin which werelating to thpublications the availabili

Certain Con

es or implies, pective investferences to theeferences to “ss the context

rritories and poe Governmentgender also ref

and 2014 (concial statemeFinancial Stacial Statemen

ith Indian Gaudited or reviting standardGAAP differ ective investo

AP on the finaal Statements taccordance w

ntirely dependth Indian GA

mited. In this Ped States and

res, lakhs or tferences to “l

rounding adjation of the fi

nds on March ment to a partincial year” are

tain industry nsists of estimonal organizacompete. Unl

he industry in and websites.ity and reliabi

17 

nventions

references tors” and e “Issuer”, we”, “us”, otherwise

ossessions t of India, fers to any

ollectively, nts of the

atements”, nts”), have

GAAP, the viewed, as ds in India

in certain rs may be

ancial data to those of

with Indian dent on the AAP on the

Placement references

thousands, akhs” and

justments; igures that

31 of the icular year e to the 12

forecasts mates based

ations and less stated which we This data ility of the

Page 19: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

raw data Lead Macompleteaccept noavailableorganizatdevelope The inforinformatipublicatioand assumbase their The extedepends data.

ExchangFluctuatiequivalenthe conveThe follothe Rupe

Period Fiscal 2015 2014 2013 Month EOctoberSeptembAugust July 31,June 30May 31

Source: w*Note: HThe exchThe follothe Rupe

Period Fiscal 2015 2014 2013 Month EOctoberSeptembAugust July 31,June 30May 31

Source: w*Note: HThe exch

and other limanager has indeness of such o further resp

e external inftions) to vali

ed estimates.

rmation and pion as of a speons used to prmptions that mr investment d

ent to whichon the reade

ge Rate Inforons in the exnt of the Rupeersion into forowing table seee and the U.S

Ended r 31, 2016 ber 30, 2016 31, 2016 , 2016 , 2016 , 2016 www.rbi.org.i

High, low and ahange rate on Nowing table seee and the Euro

Ended r 31, 2016 ber 30, 2016 31, 2016 , 2016 , 2016 , 2016

www.rbi.org.inHigh, low and ahange rate on N

mitations and udependently vdata. Our Co

ponsibility in formation (widate market-r

publications uecific date anrepare this infmay prove todecision on, an

h the markeer’s familiari

mation xchange rate ee price of threign currencyets forth, for t. dollar (in Ru

in average are bNovember 12,ets forth, for tho (in Rupees p

n average are bNovember 12,

uncertainties iverified this dompany takes

respect of suwhether from

related analy

used to prepard may no lonformation may be incorrect.ny such inform

et and indusity with and

between thehe Equity Shary of any cash dthe periods inupees per U.S.

Period End

62.5960.1061.90

66.8666.6666.9867.03 67.6267.20

based on the R, 2016 was Rshe periods indper Euro 1), fo

Period End

67.5182.5885.36

72.9174.7574.6274.2775.0174.79

based on the R, 2016 was Rs

inherent in andata and do no

responsibilityuch informatitrade or indses and estim

re the Industrynger be curreny also base the. Accordinglymation include

stry data useunderstandin

Rupee and fres on the Stodividends paid

ndicated, infor. dollar), for th

d Aver

61.60.58.

66.66.66.67.67.66.

RBI reference r. 67.03 per USdicated, informor the periods

d Aver

778177

73.74.75.74.75.75.

RBI reference r. 73.11 per Eu

ny statistical sot make any ry for accurateion and data.

dustry associamates, so our

y section in thnt or reflect cueir informatio

y, investors shed in this Plac

ed in this Plang of the met

foreign currenock Exchanged in Rupees onrmation with rhe periods ind

rage*

155063

75749421 3090

rates S$ 1. mation with reindicated.

rage*

.47

.14

.94

618300365769

rates uro 1

survey. Neitherepresentationely reproducin

In many casations, governr Company h

his Placementurrent trends. Fon on estimatehould not placcement Docum

acement Docthodologies u

ncy will affeces. These fluctn the Equity Srespect to the dicated.

High*

63.7568.3668.36

66.8967.0667.1967.50 68.0166.91

espect to the e

High*

84.5291.4791.47

74.7275.3676.0475.0376.5476.61

er our Compan regarding acng such informses, there is nnment bodies

has relied on

t Document isFinally, the soes, projectionsce undue reliament.

cument is mused in comp

ct the foreigntuations will a

Shares. exchange rat

(Rs.Low

58.4353.7452.97

66.5366.3666.7466.9166.6366.26

exchange rate

(Rs. peLow

65.9469.5969.54

72.7974.1774.0673.8074.8874.79

18 

ny nor the ccuracy or mation but no readily s or other

internally

s based on ources and s, forecasts ance on, or

meaningful iling such

n currency also affect

e between

per US$) *

3 4 7

3 6 4 1 3 6

e between

er Euro 1) *

4 9 4

9 7 6 0 8 9

Page 20: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

All statem‘Forwardas ‘aim’‘intend’, achieve’,statemenstatemen

All statemprospectsCompanyfinancial Documen(whetheruncertainour Comimplied brisks, uncthose conresults, plooking s

• de• flu• slo• fa• di

th• in• vo• in• ge• in• ex• ch• slo

AdditionmateriallOverviewOperatiowhat actuincome clooking sare basedavailablein such fwill provforward-lDocumenobligatioany of thincorrectthat descattributab

ments containd-looking state, ‘anticipate’,‘is likely’, ‘

, ‘will continunts that descrints. However, t

ments regardis are forwardy’s business

or operatingnt that are notr made by ounties, assumpt

mpany to be mby such forwacertainties andntemplated byperformances statements inc

ependence on uctuation in thowdown in en

ailure in impleifficulty in inthe future; nability to accuolatility in the nterruptions at eneral, politicanability to attraxchange rate flhanging laws, owdown in ec

nal factors thay include, bu

w”, “Businessons”. By their ually occurs incould materiastatements or d on the beliee to, the manaforward-lookinve to be correlooking statent or the respn to update or

hese risks and t, the actual reribed herein able to our Com

F

ned in this Pements’. Inves, ‘are likely’ ‘may’, ‘objecue’, ‘will likeibe the strategthese are not t

ng our Compd-looking statstrategy, plan

g projections ot historical fac

ur Company otions and othematerially difard-looking std assumptionsy the relevanand achievem

clude, among o

a limited numhe prices of rand-user industrementing our stegrating and

urately forecascost and avaiour manufact

al, social and eact or retain sefluctuation; rules, regulati

conomic grow

at could causut are not lim” and “Mananature, mark

n the future. Aally differ fromother projectiefs of the ma

agement of oung statements

ect. Given thesments. In anpective dates r revise any ouncertainties

esults of operas anticipated,mpany are exp

FORWARD-L

Placement Dostors can gene

‘believe’, ‘cctive’, ‘plan’,ely result’, ‘wgies, objectivthe exclusive m

any’s expectetements. Thesnned projects,or forecasts),cts. These forwor any third per factors thatfferent from atatements or os about our Co

nt forward-looments of ourothers:

mber of clientsaw materials;ries;

strategies; managing str

st demand forilability of rawturing facilitieeconomic conenior managem

ions, Governmwth in India or

se actual resumited to, thoseagement’s Disket risk disclosAs a result, actm those thations. The forwanagement, asur Company. A are reasonabse uncertainti

ny event, theindicated in

of them, whethmaterialize, o

rations or fina, believed, est

pressly qualifie

LOOKING S

ocument thaterally identifycontinue’, ‘ca

‘potential’, ‘would’, or othves, plans ormeans of iden

ed financial cose forward-lo, revenue and new businesward-looking

party), are pret may cause thany future resother projectioompany that coking statemeCompany to

s, and a loss of

rategic investm

r our productsw materials; es; nditions in Indment and key

ment policies athe other coun

ults, performae discussed unscussion andsures are onlytual future gaihave been es

ward-lookings well as theAlthough ourle at this timees, investors ase statementsthis Placeme

her as a resultor if any of ouancial condititimated or exped in their ent

TATEMENT

are not statey forward-lookan’, ‘could’, ‘project’, ‘pu

her words or pgoals of our

ntifying forwa

onditions, resuooking statemd profitabilityss and other mstatements co

edictions andhe actual resusults, performons. All forwacould cause acent. Important

be materially

f or significan

ments and all

and plan prod

dia and elsewhmanagerial pe

and legal uncentries in which

ance or achiender the sectiAnalysis of F

y estimates anins, losses or stimated, expstatements coassumptionsCompany be

e, it cannot asare cautioneds speak only ent Document of new informur Company’sion of our Copected. All sutirety by refere

TS

ements of hiking statement‘estimate’, ‘e

ursue’, ‘shall’,phrases of simCompany ar

ard-looking sta

ults of operatiments includey (including,matters discuontained in thi

involve knowults, performamance or achiard-looking stctual results tot factors thaty different fro

nt decrease in b

liances, acqui

duction schedu

here; ersonnel;

ertainties; andh we operate.

evements of oions titled “RFinancial Co

nd could be mimpact or net

pressed or impontained in thimade by, and

elieves that thessure investorsd not to place

as of the dnt, and our Cmation, futures underlying aompany couldubsequent forwence to these c

istorical fact ts by terminol

expect’, ‘expe, ‘should’, ‘wmilar import. e also forwar

atements.

ions, business statements without limit

ussed in this Pis Placement wn and unknoance or achievievements exptatements are o differ matercould cause

om any of the

business from

sitions and m

ules in advanc

d

our CompanyRisk Factors”,ondition and materially diffe

interest incomplied by suchis Placement Dd informatione expectations that such exundue relianc

date of this Company undee events or othassumptions pd differ materward-looking scautionary sta

19 

constitute logy such ected to’, will’, ‘will

Similarly, rd-looking

s plans and as to our tation, any Placement Document own risks, vements of pressed or subject to

rially from the actual

e forward-

m them;

mergers in

ce;

y to differ “Industry Results of

ferent from me and net h forward- Document

n currently s reflected

xpectations ce on such Placement ertakes no herwise. If

prove to be rially from statements

atements.

Page 21: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

Our ComDirectorsour Comservice oparties in

RecognitCivil Codas to anythey or an

(a) th(b) th(c) it

re(d) th(e) th(f) th

Under thcertified unless thjurisdicti

India is nHoweversuperior Governmproceedin44A of threspect oarbitratio

The Unita “reciprhas not benforced in India wcivil liabenforced judgmentsame maaward daunlikely damages would enin a foreiof paymeto repatraccordandisposed

mpany is a lims and key ma

mpany and sucof process upon courts outsid

tion and enforde on a statutoy matter thereny of them cla

he judgment hahe judgment ha

appears on thefusal to recoghe proceedingshe judgment hahe judgment su

he Civil Code,copy of a for

he contrary aion.

not a party to r, Section 44A court, within

ment has by nngs in executihe Civil Codeof taxes or othon awards.

ted Kingdom,rocating territobeen so declaonly by a fre

within three ybility in India

by proceedint or order. Th

anner as any oamages on thethat an Indianawarded was

nforce foreignign currency went. A party seriate outside Ince with applic

of in a timely

EN

mited liability panagerial persoch persons areon our Compade of India.

rcement of foory basis. Seceby directly aaim litigating

as not been pras not been givhe face of thegnize the law os in which the as been obtainustains a claim

, a court in Inreign judgmenappears on th

any internatioA of the Civn the meaninnotification dion as if the jue is applicableher charges o

Singapore anory” for the pared. A judgmsh suit upon t

years from the. A judgmentngs in execut

he latter suit haother suit filede same basis an court woulds excessive o

n judgments thwould be conveeking to enfoIndia any amcable laws. Oy manner or be

NFORCEMEN

public compaonnel are resie located in Inany or such p

oreign judgmection 13 of theadjudicated upunder the sam

ronounced by ven on the me

e proceedingsof India in casjudgment wa

ned by fraud; am founded on a

ndia shall presnt, that such juhe record; bu

onal treaty in rvil Code provng of that Sedeclared to budgment had be only to monef a like natur

nd Hong Kongurposes of Se

ment of a couthe judgmente date of the jut of a superiotion, and a juas to be filed

d to enforce aas a foreign cod enforce forer inconsistenthat would converted into Ruforce a foreignmount recoverur Company ce subject to co

NT OF CIVIL

any incorporatidents of Indindia. As a res

persons in Ind

ents are provide Civil Code ppon between t

me title except

a court of comerits of the cas to be founde

ses in which sus obtained areand a breach of an

sume, upon thudgment wasut such presu

relation to thevides that whection, in an

be a reciprocbeen renderedetary decreese or in respec

g, amongst otection 44A ofurt of a countand not by prudgment in th

or court of a cudgment not o

in India withicivil liabilityourt if an actiign judgmentt with publicntravene or viupees on the dn judgment inred, and anycannot prediconsiderable de

L LIABILIT

ted under theia and all or asult, it may n

dia, or to enfo

ded for underprovides that fthe same part

t where:

mpetent jurisdse; ed on an incouch law is appe opposed to n

ny law in force

he productionpronounced b

umption may

e recognition ohere a foreignny country orating territory

d by the relevanot being in t

ct of a fine or

thers have beef the Civil Codtry which is nroceedings inhe same manncountry whichof a superiorin three years

y in India. It ision were to bets if that courtpolicy, and i

iolate Indian ldate of such ju

India is requsuch amoun

t whether a suelays.

IES

laws of Indiaa substantial p

not be possibleorce judgment

r Section 13 aforeign judgmties or betwee

iction;

rrect view of plicable; natural justice;

e in India.

of any documby a court of be displaced

or enforcemenn judgment hr territory ouy, it may beant court in Inthe nature of ar other penalt

en declared byde, but the Unnot a reciprocexecution. Su

ner as any otheh is a reciprocourt, by a ffrom the date

s unlikely thate brought in It was of the vs uncertain wlaw. Further,udgment or awired to obtaint may be subuit brought in

a. All of our Cportion of thee for investorts obtained ag

and Section 4ments shall be c

en parties und

f international

;

ment purportincompetent ju

d by proving

nt of foreign jhas been rendutside India we enforced inndia. Howeverany amounts pty and does n

y the Governmnited States ocating territor

uch a suit has er suit filed to

ocating territorfresh suit resue of the judgmt a court in InIndia. Furtherview that the whether an Indany judgment

ward and not on approval frombject to incom

n an Indian cou

20 

Company’s e assets of rs to affect gainst such

44A of the conclusive der whom

law or a

ng to be a urisdiction, g want of

udgments. dered by a which t he

n India by r, Section payable in

not include

ment to be of America ry may be to be filed

o enforce a ry may be ulting in a ment in the ndia would rmore, it is amount of dian court t or award on the date m the RBI me tax in urt will be

Page 22: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

This offecurrentlyaddition other infoShares. Pand ‘Mafinancialconsider Documenevents, obusiness,of our Eq

The risksto us anAlthoughand adveattentionsome respadvisors

Unless oConsolidDocumen

INTERN Our indeour abili

Our indeconduct operation

Our indeincluding

• a sub

will gene

• our afavo

• fluct• we m

presscond

• we minabrepay

• we m There arcertain oincurringwith all comply wand/or pr

ring and an iy believe may

to any forwformation conProspective inanagement’s Dl and statisticthe risks and

nt before makior the occurre

results of opquity Shares to

s described bend some risksh we seek to ersely impact to the fact th

spects may be about the par

otherwise inddated Financint.

NAL RISK FA

ebtedness andity to conduct

ebtedness and our business

ns. We may in

ebtedness coug but not limit

bstantial portreduce the a

eral corporate ability to obta

orable to us matuations in mamay be moresures and mditions; may have diffility to complyment obligat

may be restrict

e certain restf our Compan

g any additionof the terms with all of therofitability.

investment in y materially afward-looking tained in this

nvestors shoulDiscussion ancal informatiod uncertaintie

king any investence of other perations, casho decline or fa

elow are not ths that we do mitigate or mt our busineshat our Comp

different fromrticular conseq

dicated, all finial Statements

ACTORS

d the conditioour business

the restrictivand grow ou

n the future inc

uld have seveted to the follo

tion of our caavailability ofrequirements;

ain additional ay be limited; arket interest re vulnerable

may have red

ficulty satisfyily with these tions and enfoted from maki

trictive covenany’s debt agrenal long-term i

of the said fe terms of the

Equity Shareaffect our bus

statements as Placement Dld read this snd Analysis oon containedes described btment decisionrisks that are

h flows, finanall significantl

he only ones rnot currently

minimize thesss, financialpany is an Indm that applicaquences of an

nancial inforts for the Fis

ons and restrand operation

ve covenants iur operationscur additional

eral importantowing:

ash flow willf cash flow; financing in t

ates will affecto economic

duced flexibil

ing payment arequirements

orcement of reing dividend p

ants in the areements, we aindebtedness.financing docue said financi

RISK FAC

es involve a hisiness and opand the cautDocument, befsection in conjof Financialin this Plac

below, in addn relating to oe not currentl

ncial conditionly and you ma

relevant to us oy believe to e risks, one ocondition and

dian companyable in otherinvestment in

rmation includscals 2014,

rictions impons

imposed upon, which woul indebtedness

t consequence

be used towato fund work

the future or r

ct the cost of o downturns,lity in respo

and other oblicould result ilated securitypayments to o

rrangement ware required to There can beuments. Anyng documents

CTORS

igh degree oferations. Youtionary statemfore making anjunction with

Condition ancement Documition to the oour Equity Shly known or an and prospecay lose all or p

or the Equitybe material cor more of ad results of

y and is subjecountries. Inv

n the Issue.

ded in this s2015 and 20

osed by our fi

n us with certald adversely in connection

es on our futu

ards servicingking capital,

renegotiate or

our borrowingmay be limi

onding to ch

igations undein an event of interests overur shareholde

we have entereo send intimae no assurance

failure to sers could have

f risk. This secu should carefments in this

any investmen the sectionsnd Results ofment. Prospecther informat

hares. The occare now deemcts to suffer anpart of your in

Shares. Additcould subsequ combinationoperations. I

ect to a legal vestors should

section has b016, included

financing agr

ain debt facilaffect our finn with our ope

ure financial

g and repaymcapital expen

r refinance our

gs; ted in our abanging busin

r our existingf default, accer our assets; an

ers under certa

ed into with ation to our le that we havervice our Coman adverse ef

ction describeefully considers Placement Dt decision rela‘Business’, ‘If Operationsctive investortion containedcurrence of an

med immateriand could caus

nvestment.

tional risks thauently turn o

n of these riskInvestors shouand regulator

d consult tax, f

been derived d elsewhere

reements coul

ities could renancial conditerations.

results and b

ment of our exnditures, acqu

r existing inde

bility to withness, regulato

g financing arreleration of ound

ain circumstan

our lenders. Uenders for cree, or will, at ampany’s indeffect on our re

es the risks thr the followinDocument anating to the EIndustry Over’ as well asrs should card in this Placeny of the folloal, could causse the market

at may be unkout to be matks could mateuld pay partiry regime whifinancial and

from our Auin this Place

ld adversely a

strict our abiltion and resu

business prosp

xisting debt, wuisitions and

ebtedness on t

hstand compeory and econ

rangements anur

nces.

Under the termeating, assumiall times, comebtedness and/esults of opera

21 

hat we ng, in nd the Equity rview’ other

refully ement owing se our

price

known terial. erially icular ich in

d legal

udited ement

affect

lity to ults of

pects,

which other

terms

etitive nomic

nd an

ms of ing or

mplied /or to ations

Page 23: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

Our Compfailure to Our futurekey emploexisting sepersons inthe loss ofof operatiomembers o The succepersonnel.professioneconomy functions business o We will co After the cbeing ableand Promointerests odelay, defconsolidatmaking a t We have These tran Our ComSubsidiarithat our transactionoperationsinvolved o There are operations There are adjudicatioextent ascfrom us anagainst usincrease efavor or thadverse efdisclosurefinancial iDocument We requirmaintain amay adver We are suto our busas minimcontract la

pany is depenattract skilled

e success depeoyees. Compeenior managen the organizaf any other mons, financialof our manage

ess of our bus. Demand fonals are highlcontinues to such as man

operating resul

ontinue to be c

completion ofe to influence oter Group m

of our minorityfer or cause a tion, takeovertender offer or

entered into nsactions or a

mpany has enes, which werCompany wins, individuals. The transacor could poten

e outstanding s and financia

certain outstaon, before var

certainable as nd other partis by appellatexpenses and chat penal or offect on our b

es including, implications at.

re certain regand renew thrsely affect ou

ubject to variosiness operatio

mum wages, abor and wor

ndent on the d personnel m

ends on the coetition for senement or attraation could se

member of our condition anement team or

siness will alor qualified ply sought aftgrow and m

nufacturing, telts and financi

controlled by

f the Issue, outhe compositay take or bloy shareholderchange of ou

r or other br otherwise at

certain transany future tra

ntered into trre conducted iill enter into lly or in the actions that thentially involve

legal proceedal condition.

anding legal prious courts aon the date o

ies. Should the courts or trcurrent liabilitother action wbusiness, resuinter alia, thand the statu

gulatory approhese approvalsur operations.

ous environmons, includingmaximum w

rk permits, as

continued effmay adversely a

ontinued servinior managemct and retain

eriously impasenior manag

nd cash flows.r other key per

so depend onprofessional per by our co

mature. If weechnical, finaial condition c

our Promote

ur Promoter aion of our Boock actions wrs. Through thur control orbusiness combttempting to ob

sactions withansactions wi

ransactions win compliance

related partaggregate, wile Company ha conflicts of in

dings against

proceedings inand tribunals.of this Placemere be any neribunals, weties. There ca

will not be takults of operathe amount inus of the proc

ovals and lices and licenses

ental, health ag laws and re

working hourss well as othe

fforts of our saffect our bus

ces and perfoment in the in

new senior mir our abilitygement or oth We do not mrsonnel.

n our ability tpersonnel is

ompetitors asfail to hire

ance, marketincould be adver

ers after the co

and Promoteroard and influeith respect to

heir influence,a change in obination involbtain control o

related partiith our related

with several re with applicabty transactionll not have anas entered intonterest.

us, which if d

nitiated againThe amounts

ment Documenew developmemay need to

an be no assurken against ustions and finanvolved, perioceedings, see

enses in the os necessary fo

and safety, emegulations govs, overtime,er local laws

senior managsiness.

rmance of thendustry is intemanagement in

to continue ther key personmaintain ‘key

to identify, athigh and thwell as othe

and retain sung, sales, opersely affected

ompletion of t

Group will coence matters rour business, our Promoterour capital stlving us, discoof us.

ies in the pasd parties coul

related partieble laws and ons in the futun adverse effeo and any fut

determined ad

st us. These ps claimed in tnt and includents, such as ao make provirance that thess. Any adversancial conditiod for whichthe section ti

rdinary coursor carrying ou

mployee-relatverning our reworking conor regulation

gement team a

e members ofense, and wen the future.to manage annnel may advey man’ life ins

ttract, hire, trhese personneer Indian comufficient numerations and.

the Issue

ontinue to exerequiring shar, which may cr and Promotetructure, delaourage or enc

st and may cold potentially

es, including on arm’s lengture. There c

fect on our finture transactio

dversely, coul

proceedings athese proceed

des the amounany change insions in ourse proceedingse decision inion. For furthh such demanitled “Legal P

se of our busiut our busine

ted and otherelationship winditions, hirinns in the coun

and the loss o

our managem may not be The loss of t

nd expand ourersely affect osurance for ou

rain, retain anel are in limmpanies, part

mbers of qualiresearch and

ercise controlreholder approconflict with oer Group mayay, defer or courage a pote

ontinue to doinvolve confl

our Promoteth basis. Furthcan be no asnancial conditons with our r

ld affect our b

are pending atdings have beents claimed jon applicable la

financial stats will be dete

n such proceedher informationds or claimProceedings”

iness, and theess, in a timely

laws and regth our employ

ng and termintries in whic

of key membe

ment team andable to retai

the services or business. Fuur business, rur promoter, s

nd motivate skmited supply.ticularly as Inified personne

d development

l over us, incloval. Our Promour interests o

y be in a positi cause a me

ential acquirer

o so in the fulicts of interes

ers, Directorshermore, it is ssurance that tion and resurelated parties

business, resu

t different leven disclosed t

ointly and sevaws or, any rutements thatermined againdings may haon, along wit

ms are outstanof this Place

e failure to obly manner or a

gulations appliyees in areasinating emploch we operate

22 

ers or

other n our

of key urther, esults senior

killed . Our ndia’s el for t, our

uding moter or the ion to erger, r from

uture. st.

s and likely such

ults of s have

ults of

vels of to the erally ulings could st our

ave an th the nding, ement

btain, at all,

icable such

oyees, e. The

Page 24: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

success ofcontingentpermits, b Although applicableresult in uprevent prequiremecosts of copotential f If we fail licenses olicenses anbusiness. successfulof our buspossible vwe are fouand criminrefund paymaintain awill be m Our resulemployees While we will not ebusiness aany settlemcosts as a may resulreputation

Change inabreast oCompany Managemability to adescriptionand moderadvances a

The businof operatiCompanyThe existinof equipmdisputes, nauthorities

The occurr Our insur Our businbreakdownfraud and

f our strategy t upon, amonguilding and zo

we believe the laws and regus incurring siroject complents or enforceompliance, or for violating th

to comply wor approvals, nd approvals Any action b

l, could causesiness. Any deviolations, of und in violational penalties, yments receiv

any of our reqmaterially and a

lts of operatios.

have not expexperience anyand operationsment with ouresult of high

lt in production, and results o

n Technologyof the latest y to compete w

ment Perceptiadapt to newen, consumer prnization projand systems.

ness of the Coions may havy. ng paper man

ment, power sunatural calams.

rrence of any o

rance coverag

ness may invons, failure or infrastructure

to modernizeg other factorsoning permits

hat we are ingulations curreignificant costetion. There ement trends that we will b

hese laws and

with any existthe relevant and/or requirebrought againe us to incur setermination tthese laws oron, we may bdamages and ved by us, an

quired licenseadversely affe

ons could be

perienced anyy strikes, wors in the futureur workers onher than anticon losses andof operations.

y and trendstrends in thwith newer g

ion: The Comer generation preferences, iject is in line

ompany is deve a material

nufacturing facupply or procemities, industr

of these risks

ge may not be

olve risks andsubstandard p

e failure. Our

e, optimize ans, receipt of as, environmen

n complianceently in force,ts in order tocan be no ain our industbe successful

d regulations m

ting laws andregulatory aue us to disconnst us for allsignificant legthat we haver regulations,be subject to a

fines, loss ofnd orders to ces and approvected.

adversely aff

y significant erk stoppages

e. In the eventn acceptable tcipated wagesd delays in de

s in the induhe Paper Indgeneration pro

mpany is in theproducts and ndustry consuwith the Com

ependent on iadverse effec

cilities of the esses, performrial accidents

could signific

sufficient to c

d hazards whicperformance or Company ca

nd expand ourall required licntal permits, an

with all envichanges in lamaintain com

assurances thry will not fuin responding

may also incre

d regulations, uthorities mayntinue our buseged violatiogal expenses aviolated, or thcould harm o

any applicablef various licencurtail or ceavals under ap

ffected by stri

employee relaor other indu

t that we are uterms, it coulds or benefits.elivery of pro

ustry may affdustry may aoducts.

e Paper busintechnology. T

umption pattempany’s cons

its manufactuct on the bus

Company aremance below e

and the nee

cantly affect th

cover all of ou

ch could adveof equipment

annot assure y

r existing opecenses, permitnd health and

ironmental, heaws or regulatimpliance withhat the legalurther changeg to such chanease.

or fail to oby impose finesiness or impons of laws oand divert ourhe public annour reputatione penalties asnses, certificatase our operapplicable law

ikes, work sto

ated issues inustrial actionsunable to mand result in strIn addition, s

oducts, which

fect Companadversely aff

ess for over 2The Companyern, competitiotant endeavor

uring facilitieiness, financi

e subject to opexpected leveled to comply

he operating re

ur potential lo

ersely affect o, third party lyou that the o

erations in thets and authorisafety permits

ealth and safeions in the cou

h such laws anframework, in a manner

nges. Moreov

btain, maintaines and penaltose restrictionor regulationsr managemen

nouncement thn, operating resociated withtes, accreditat

ations. If we lws and regula

oppages or in

the past, thes or that thesenage any emprikes, work stsuch industriamay adversel

ny’s ability tofect the com

25 years, and y is well awaron, regulationr to keep itsel

es to a large ial condition

perating risks,ls of output or

y with the di

esults of the C

osses.

our profitabililiability claimoperation of o

e sectors in wzations, includs.

ety, employeeuntries in whind regulationslicensing andthat does not er, as we grow

n or renew aties on us, rens on the affecs, even if our nt’s attention fhat we are beiesults and finah such violatiotions or autholose or otherwations, our b

ncreased wag

ere can be noe situations w

ployee related toppages or in

al disruptions ly affect our b

o compete. Ampetitiveness

has the requisre of the devens etc. The culf abreast of l

extent. The land results o

such as the br efficiency, orectives of re

Company.

ity, including ms, labor distuour business w

which we operding local lan

e -related and ich we operates and may deld other regulresult in incr

w our busines

any of the reqevoke our buscted portion o

defense therefrom the opering investigateancial conditions, includingorizations, ordwise are unab

business opera

ge demands by

assurance thwill not disrupissues or negncreased operor work stoppbusiness prosp

Any failure toand ability

site experiencelopment of murrent up gradlatest technolo

oss of or shuof operations

breakdown or obsolescence, elevant gover

natural calamurbances, empwill not be aff

23 

rate is nd use

other e may lay or latory reased ss, the

quired siness of our eof is ration ed for ion. If g civil ders to ble to ations

y our

hat we pt our

gotiate rating pages pects,

o keep of the

ce and market dation ogical

utdown of the

failure labour

rnment

mities, ployee fected

Page 25: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

by any suincluding If our arraaggregate substantia We face competitiv Significanresult in recost compCompany possesses.The largercompanies The Comp The Compunder:

NetCas

Our compaccepted t Our Com We have eRoad, AndThe rent apremises, paying, wh If we faioperation We are adwith requenvironmesubstancesincreasingnot foresee We are dproducts. We use thour customfuture, havcontinuing We are a better eco

uch incidents othose involvin

angements forlimitations o

l payments an

growing andve position an

nt additional coeduced pricespetitors may a

and have sig These marker competitorss.

pany has exp

pany has expe

Particula

t Change in Csh equivalents

pany has filthe request o

mpany does no

entered into Ldheri (E), Mu

agreement maywe will have hich may affe

il to comply n may be adve

dhering to envuirements of eental laws ands that may be

g in stringencye and difficult

ependent on

hird-party tranmers. Transpove an adverse g increase in tr

medium sizeonomies of sca

or hazards. Inng claims by r insurance oror exceeding nd our results

d new compend profitabili

ompetition in and thereby madversely imp

gnificantly stret participants have a much

perienced neg

erienced nega

ars

Cash and s

ed an applicof the compan

ot currently o

Leave and Licumbai-400093y be renewed to seek a new

ect our ability

with Enviroersely affecte

vironmental noenvironmentad regulations, e used in or y and it is posty to comply w

third party t

nsportation proortation strikes

effect on our ransportation

e Paper-manale with high

n addition, outhird parties

r indemnificatthe resourcesof operations

etition from ity.

the markets wmay negativelpact our reveronger markets include otheh broader por

gative cash flo

ative cash flow

2

cation beforeny and restru

own the prem

ence agreeme with Mr. Masubject to the

w premises at sto conduct ou

onmental Laed.

orms adequateal laws and r

which goverresult from i

ssible that theywith the same

transportatio

oviders for thes, by memberreceipt of supcosts may hav

nufacturing uher capacity. P

ur insurance mand is subjection are not as of the indems and financial

domestic an

where our Comly affect our r

enues. In most positions, prer small, limitrtfolio of bus

ows in some o

ws in some o

2012-13

(51.87)

e lenders foructured credit

mises at which

ent for our Reanoj Jitendra De consent of thshort notice an

ur business or

aws and Reg

ely for the exiregulations. Orn the dischargits operationsy will become.

on providers

e supply of mrs of various Ipplies and ourve an adverse

unit and will Paper indust

may not provit to certain dedequate to comnifying partl condition ma

nd internatio

mpany sells itrevenues and st of the markroduction capted-range provsiness, greater

of the previou

of the previou

2013-14

(88.73)

r restructurint facilities ava

h its Registere

egistered OfficDoshi and pay

he lessor. In thnd for a priceincrease our o

gulations or

isting operatioOur Companyge, emission, s. Environmene significantly

for the supp

most of our rawndian transpo

r ability to delieffect on our

have to comry gets low p

ide adequate eductibles, excover claims, inty, our Compay be adversel

onal players

s products maprofitability. kets, players

pacities and gviders and a r resources an

us years.

us years. The

4 2014

) (22.

ng of its creailable to the

ed Office is lo

ce located at 5y rent for the

he event that th that may be hoperating cost

face Enviro

ons. We may y is subject tstorage, hand

ntal laws andy more stringe

ply of raw ma

w materials anort union haveiver our produbusiness and

mpete with bigpriority from

coverage in sclusions and lncluding thosepany may be ly affected.

that may ad

ay erode its mCompetition fare significan

greater financinumber of fund more expe

details of the Rs. in lacs

4-15 20

.36)

edit facilities e company.

ocated.

5/6, Papa Induoccupation o

he lessor requhigher than wts.

onmental Lit

incur substanto significantdling and dispd regulations ent in the futu

aterials and d

nd for delivere had in the paucts to our cusresults of ope

g players in Policy maker

such circumstlimits on covee exceeding p

required to

dversely affec

market share anfrom competently larger thial resources

ull-range comperience than s

e last 4 years s

015-16

31.04

and lenders

ustrial Estate,of the said preuires us to vac

what we are cu

tigation, resu

ntial costs to ct national andposal of a varin India have

ure. However,

delivery of fin

ry of our prodast, and couldstomers. In aderations.

the field whors.

24 

tances erage. policy make

ct our

nd may ent low han the than it panies. smaller

are as

s have

, Suren emises. cate the urrently

ults of

comply d state riety of e been we do

nished

ducts to d in the ddition,

o have

Page 26: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

The compproducts, cwould be is not jusmanageme Past perfo Our revenTherefore, Risk in re The Paperin future dtariff, domindustry, eother generesults ma Our abilitycapital req The amoufinancial financing to the decvarious faprice of ththat we w“Dividend Any damaresults of o We are extheft. We systems athey may we may sprofitabilit Increases As our busIndia in rperiodic reright avairespectivewill be perform thAccordingresults ope Our fundihave not b Our fundinquotationsappraised bhave to reestimates,

petition is inecanalizing ourcontinued in f

st limited to ent responsibi

ormance not

nues and profi, the historical

elation to Pap

r Industry is cdepending on mestic duties effect of seasoeral economicay vary from th

ty to pay dividquirements, ca

unt of our futcondition, caarrangementsclaration and actors. Accordhe Equity Shawill be able tds”.

ages caused boperations an

xposed to opeare susceptib

and internal cnot be able t

suffer monetaty, results of o

in interest ra

siness is capitecent periodsesets of interelable to us u interest rate able to do heir obligatiogly, the increaerations and f

ing requirembeen independ

ng requiremens from supplierby any bank o

evise our expewhich may n

vitable in anyr sales throughfuture also. Inmanufacturingility from the q

an indicator

itability are dl financial res

per Industry.

yclic in natura number of and taxes, ch

onality, availabc and businesshe expectation

dends in the fapital expend

ture dividend ash flows, wos. There can b

payment of dingly, realizaares. There is to pay divide

by fraud, thefnd cash flows.

erational risk ble to fraud control proceo identify non

ary losses, whoperations and

tes may mater

tal intensive, ws. Some of ouest rates. Alth

under our finareset dates aso on com

ns, or that suase of our intfinancial cond

ents and depdently apprais

nts and the drs and our curor financial inenditure and fot be within t

y line of busih dedicated den the highly cog process buquality contro

for future pe

dependent on ults may not b

re and operatinfactors includ

hanges in relability of raw ms factors. Duens of sharehol

future will deditures and res

payments, iforking capitale no assurancdividends wiation of a gano assurance

ends in the fu

eft or other m.

arising fromor misapprop

edures are den-compliancehich may notd cash flows.

rially impact

we are exposeur current debhough we mayancing arrangand enter into

mmercially reuch agreementerest expense

dition may be a

loyment of thsed, and are n

deployment of rrent business stitution. In vifund requiremthe control of

iness and we ealers, managompetitive ind

ut also extendol department

erformance

a number of be accurate in

ng results hasding the internationship betwmaterial, chane to all or anylders, market a

epend upon fstrictive coven

f any, will del requirement

ce that we willll be at the din on sharehoe that the Equfuture. For de

misconduct by

inadequacy opriation by ouesigned to m and/or suspict be coveredSuch a result

our results of

ed to interest rbt facilities cy decide to en

gements to teo new financasonable term

nts, if enterede may have anadversely affe

he net proceenot subject to

f the proceedsplan. The fun

iew of the comments as a resu

our managem

are coping wing raw materdustry, our cods to entire oto every mem

factors and mndicator of futu

historically fnational price

ween and revenge of Governy of these factanalysts and p

future earningnants in our f

epend upon vts, capital exl be able to dediscretion ofolder investmuity Shares wietails of divid

y our employ

or failure of inur employees

monitor our ocious transactby our insur

t may also adv

f operations.

rate risks. Intearry interestngage in interrminate the e

cing arrangemms, that our

d into, will pron adverse eff

ected.

eds of the Issumonitoring b

s of the Issue nd requiremenmpetitive and ult of variatio

ment. This may

with competitrials, fuel and ompany followoperations. Ou

mber on the sh

may vary signure performan

fluctuated on aes of paper, fluenue and costnment policiestors it is possipublic.

gs, financialfinancing arra

arious factorsxpenditures aneclare dividenour Board of

ments will depill appreciatedend paid by

yees could ad

nternal process or outsidersoperations andtions in a timerance and maversely affect

rest rates for bat variable rarest rate hedgexisting debt

ments, there cr counterpartiotect us adequfect on the co

ue are based by any indepen

are based onnts and intendedynamic natu

ons including y entail resche

tions in the ptechnological

ws a competitiur company op floor.

nificantly fromnce.

a yearly basisuctuation in rt and consolid, addition of nible that in fu

condition, caangements.

s including ound restrictivends. Any futurf Directors anpend on the ain value. Weour Compan

dversely affec

sses or systems. Our managd overall comely manner oray thereby adour reputation

borrowings haates as well aging transactio

financing arcan be no aies in hedginguately againstost of our deb

on managemndent agency.

n managemented use of procure of the Papein the cost str

eduling, revisi

ast by focusinl changes. Theive approach, extends the q

m quarter to q

s and may flucrupee value, imdation in the new machineruture, our oper

ash flows, wo

ur future earn covenants inre determinatind will depenappreciation o cannot assur

ny in the pas

ct our profitab

ms or from fragement informmpliance. Howr at all. As a rdversely affecn.

ave been volatas fixed ratesons or exercisrrangement onassurance thag transactionst interest ratebt funding an

ment estimatesy.

t estimates, cuceeds have noter industry, weructure, changng or cancelin

25 

ng our e same which

quality

quarter.

ctuate mport paper

ry and rating

rking

nings, n our ion as nd on of the re you st, see

bility,

aud or mation wever, result, ct our

tile in s with se any n the

at we s will risks.

nd our

es and

urrent t been e may ges in ng the

Page 27: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

planned explanned ex We depenrequireme

We do noinstitutionsa bottlenec

A Part of

The persoshares wiLenders w

SEBI also

SEBI had Promoter, 10 (6) of Sorder to se

The comp

Our compa

Managem EXTERN If acts of hostilities flows. India has and marketo time exand Pakistin India, ainvestmenwithin othsecurities Natural dbusiness to India has severity ofbusiness, countries in numeroThe Worlpandemic contagiousor future o

xpenditure anxpenditure at th

d on banks anents.

ot have accesss to fulfill suchck to our proje

f the shareho

ons belonginith the Lendewhich could

o levied a pena

levied a penaChairman and

SEBI (SAST) Rettle the charge

pany has expe

any has incurr

ment percep

NAL RISK F

terrorism andincrease, thi

experienced ceting activitiesxperienced instan. Hostilitieas well as ot

nts in India invher countries i

of Indian com

disasters and o suffer and t

experienced f these naturaincluding thin Southeast

ous human deld Health Orif there is su

s disease couloutbreak of av

ParticularProfit /(Lo

nd fund requirthe discretion o

nd financial i

s to any shorth fund require

ect execution c

oldings of ou

ng to Promoteers. In the evlead to insta

alty for non-c

alty of Rs 3,15d Managing dRegulations, 2es.

erienced losses

ring losses dur

ption: These

FACTORS

d other similais would adve

communal diss may be advstances of cives and tensionther acts of vvolve higher in Asia, couldmpanies, inclu

other calamthe trading pr

natural disastl disasters dete most highAsia have re

eaths. Moreovrganization a

ustained humad adversely af

vian or swine

rs oss) during th

rement and inof our Board.

institutions an

t and mediumements. In the capabilities.

ur Promoters

er and Promvent of defau

abilities in the

compliance ag

5,000/- (Rupeedirector of the 2011 and subse

s in the past y

ring past 3 yea

losses are no

ar threats to sersely affect t

sturbances, terersely affecte

vil unrest andns may occurviolence or wdegrees of ris

d influence theuding our Equ

ities could harice of our Eq

ters like earthtermine their i

hly pathogenieported casesver, certain arand other agean to human ffect the Indiainfluenza or o

he year

creasing or de

nd other sourc

m term fundinevent of any

rs is pledged

oter Group oult of paymee shares pric

gainst the pro

es Three Lac company for nequent amend

years

ars and the deta

on-operation

security, comthe Indian ec

rrorist attacksed, resulting in

hostilities amin the future

war could inflsk. Events ofe India n econouity Shares.

ave a negativquity Shares to

hquakes, flooimpact on thec strains ofof bird to h

reas of Indiaencies have transmission.

an economy another contagio

2015-(

ecreasing the

ces for meetin

ng arrangemendelay in the di

with Lender

of the compaent to the Lece of the Com

omoters.

and Fifteen Thnon- complian

dments thereto

ails of which a

nal losses

munal disturconomy, and

and riots in tn a decline in

mong neighbore and on a wifluence the Inthis nature inomy and cou

ve impact ono decline.

ods, tsunamise Indian econo

avian and shuman transm

have experieissued warninFuture outbr

nd economicus disease cou

-16 (871.76)

expenditure f

ng our short a

nts. We rely eisbursal of fun

rs.

any currentlyenders, the plmpany.

housand) agance with the p. The sum of R

are as under.

(

rbances or rioour business,

the past. If suour income.

ring countriesider scale. Mi

ndian economn the future, auld have an a

n the Indian

and droughtomy. Health eswine influen

mission of aviaenced outbreangs on a potreaks of avianactivity in theuld adversely

2014-15 (2266.84)

for a particula

and medium t

entirely upon nds from these

y had pledgedledge could

ainst Mr. Amrprovisions of RRs. 3,15,000/-

(Amount in La

ots erupt in In, results of op

uch events recThe Asian reg

s, including thilitary activity

my by creatingas well as socadverse effect

economy and

in recent yeaepidemics counza, H5N1 anan and swine aks of H5N1tential avian on or swine infe region. As aaffect our bus

2013)

ar purpose fro

term financia

banks and fine bodies there

d 36743133be invoked b

rut Premji ShaRegulation 10(

has been rem

acs)

ndia, or if regperations and

cur, our operagion has fromhose betweeny or terrorist ag a perceptiocial and civil u

on the mark

d could caus

ars. The extenuld also disrupnd H1N1. Cinfluenza res among liveor swine inflfluenza or a sa result, any psiness.

3-14 (358.77)

26 

om its

al

nancial can be

equity by the

ah, Our (5) and

mitted in

gional d cash

ational m time

India attacks n that unrest

ket for

se our

nt and pt our

Certain sulting estock. luenza imilar resent

Page 28: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

A decline could adveslowdown Flows to fRupee. Thin foreign in reducedoperations Significanwhich invcash flows Our finanin accordaDocumentfrom IFRcountries. If our finoperationsaccountingan understAny relianPlacementown exam Certain cothereof, IN Ministry oAccountinphased maforesaid econdition, IND-AS tongoing pcompetitioto prepareforming juadoption condition operations Companie Tax and ostate taxesother specthe centragovernmenmay affecbecoming Our abilitfinancial c As an Indirestriction

in India’s foersely impact in growth.

foreign exchahere can be no

exchange resd liquidity ans and cash flow

nt differencesvestors may bs and results o

ncial statemenance with Indit to any other S, U.S. GAA

nancial statems, cash flows g policies apptanding of thence by persont Document

mination of us,

ompanies in IND-AS. We m

of Corporate Ang Standards) anner. We haexemption is results of op

than under Inprocess of imon for the sme IND-AS finaudgments regof IND-AS, and any fail

s and cash flow

es operating in

other levies ims and other lecial taxes and al and state tant may in the

ct the overallpayable. Add

ty to raise focondition, cas

ian company, ns limit our fin

foreign exchant us. A rapid d

ange reserves o assurance thserves, as welnd higher intews.

s exist betweee more familof operations.

nts, includingian GAAP. Nprinciples or

AP and other

ments were toand financia

plied in the pre differences bns not familishould accord, the terms of

India, includimay be adverse

Affairs, GoveRules, 2015,

ave not deterlifted, will ha

perations, cashndian GAAP. mplementing all number ofancial stateme

garding the nif mandated ure to succews.

n India are su

mposed by the evies, incomesurcharges w

ax scheme ine future increl tax efficiencditional tax exp

foreign capitash flows and r

we are subjenancing sourc

nge reserves decrease in re

can be volatihat India’s forell as other facerest rates, wh

en Indian GAliar with and.

g the financiNo attempt has

to base it onr accounting p

o be preparedal position mreparation of obetween thesear with Indiadingly be lim

f this Issue and

ing us, may bely affected by

ernment of Ind, (the “Rules”rmined withave on our finh flows or ch In our tranand enhanci

f IFRS- experents. Further,ew system’sby law, will

essfully adopt

ubject to a var

central and se tax, value a

which are intron India is exteease the corpocy of companposure could

al may be coresults of oper

ct to exchanges and hence

may affect lieserves would

ile, and past eign exchangectors, could adhich could ad

AAP and othemay conside

ial statementss been made tany other staprinciples wi

d in accordanmay be substa

our financial accounting p

an accountingmited. In makid the financial

be required toy the transitio

dia (the “MC”) laying dowany degree o

nancial reportihanges in shansition to INing our manarienced accouthere is no siimplementati

l not adverset IND-AS co

riety of centra

state governmadded tax, turoduced on a teensive and suorate incomenies operatingadversely affe

onstrained byrations.

ge controls thacould constra

iquidity and id also create r

declines maye reserves wildversely affecdversely affec

er accountingr material to

s included into reconcile anandards. Indianith which pro

nce with suchntially differestatements, an

principles andg practices oning an investl information

o prepare finaon to IFRS or

CA”) on Februwn the road mof certainty thing. Thereforeareholders’ eq

ND-AS reportigement inform

unting personnignificant bodion and appliely affect ourould adversel

al and state go

ents in India trnover tax, seemporary or pubject to chantax it impose

g in India anect our busine

y Indian law,

at regulate borain our ability

interest rates risk of higher

have adversell not decreasect the valuatioct our busines

g principles, stheir assessm

n this Placemny of the infon GAAP diffeospective inve

h other accouent. Prospectind consult thethose with wh

n the financiatment decisioncontained in t

ancial statemr IND-AS in I

uary 16, 2015map for the imhe impact the, there can bequity will not ing, we maymation systemnel available ady of establishication. Therer reported rely affect our

overnment tax

that affect ourervice tax, stapermanent basnge from times. Any suchnd may resultess, cash flows

, which may

rrowing in fory to obtain fin

in the Indiar interest rates

ely affected the in the futureon of the Rupss, financial c

such as U.S. ment of our fi

ment Documormation giveners in certain estors may b

unting principive investors eir own profehich they may

al disclosuresn, investors mthis Placemen

ments under IFIndia.

notified the mplementationat such adopte no assurancappear mater

y encounter ms. Moreover,as more Indiahed practice oe can be no sults of oper financial co

xes and surch

r tax liability amp duty, taxsis from time

me to time. Tfuture increat in significas and results o

adversely aff

reign currenciancing on com

an economy, ws and a conse

he valuation oe. Further, a dee and could

condition, resu

GAAP and Ifinancial cond

ent, were pren in this Placesignificant ree familiar in

ples, our resushould revie

ssional advisey be more fams presented imust rely upon

t Document.

FRS or a var

Companies (In of IND-AStion IND-AS,

ce that our finrially worse difficulties i

, there is increan companies n which to drassurance tha

rations or finondition, resu

arges.

include centrax on dividendto time. Morehe central orses or amend

ant additionalof operations.

ffect our bus

es. Such regumpetitive term

27 

which equent

of the decline

result ults of

IFRS, dition,

epared ement spects other

ults of w the ers for miliar. in this n their

riation

Indian S in a if the ancial under n the easing begin

raw in at our

nancial ults of

al and ds and eover, r state

dments taxes

siness,

ulatory ms and

Page 29: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

refinance without onfinancial c Investors executive We are a personnel possible foagainst sujudgmentspolicy. Forequired toIt is uncelaw We cannExchange In accordato this Isstrading wifailure or Shares ondispose of An investostock exch The Equit12 monthsmay only these EquiFurther, alto each ofShares purEquity Sha After this The Issue with ChapShares afteof factorseconomic,India’s fisfinancial sin the estregarding In additioncould decEquity Shanot directlcan be no at which ththis Issue

existing indenerous condit

condition, cash

in the Equityofficers.

limited liabiliare residents

or investors touch parties in s if that court or details, seeo obtain appr

ertain as to w

not guaranteees in a timely m

ance with Indsue will not bill require all delay in obtai the Stock Ex

f the Equity Sh

or will not behange for a pe

ty Shares in ths from the dasell their Equ

ity Shares. Wllotments madf them respecrchased by inares purchased

Issue, the pri

Price will bepter VIII of ther this Issue i

s, including o, political andscal regime, vservices industimates of oucontracts, acq

n, if the stockline for reasoares might alsly affect us. Eassurance tha

he Equity Shaor the price a

ebtedness. In tions, if at alh flows and re

y Shares may

ity company is of India ando effect servic courts outsidwas of the v

e “Enforcemeoval from RB

whether an In

e that our manner, or at

dian law andbe granted unrelevant docuining these apxchanges. Anyhares.

e able to sell aeriod of 12 mo

his Issue are sate of the issuuity Shares oe cannot be c

de to FVCIs, Vctively, includnvestors and id by investors

ice of our Equ

e determined bhe ICDR Regis completed. our results ofd social factorsvolatility in thstry and the pur performancquisitions, stra

k markets in geons unrelated so decline in rEach of theseat an active trares have hist

at which the E

addition, well. Limitationesults of opera

y not be able

incorporated ud all of our ace of process ude of India. Fview that the aent of Civil LBI to executendian court w

Equity Shat all.

d practice, pentil after the Euments authorpprovals fromy failure or d

any of the Eqonths from th

subject to restue of Equity Sn the Stock Eertain that theVCFs and AIF

ding in relationt is uncertains.

uity Shares ma

by us in consgulations, andThe trading p

f operations as, the performhe Indian anderception in tce or recommategic partners

eneral experieto our busin

reaction to eve factors, amorading markettorically trade

Equity Shares w

cannot assurns on raisingations.

to enforce a

under the lawssets and sucupon us or suFurthermore,amount of da

Liabilities”. Asuch a judgm

would enforce

ares issued p

rmission forEquity Share

rizing the issuthe Stock Ex

delay in obtain

quity Shares she date of the

trictions on trShares in theExchanges anese restrictionFs in the Issun to lock- in

n whether thes

ay be volatile.

sultation withd it may not nprice of our Eand the perfo

mance of the Ind global secuthe market abmendations byships, joint ven

ence a loss ofness, financialvents that affecong others, cot for the Equitd will correspwill trade in th

re you that thforeign debt

judgment of

s of India. Alch persons areuch persons ou

it is unlikelyamages awardA party seekinment or to rep

foreign judgm

pursuant to

listing and trs have been

uing of the Eqchanges, whicning these ap

ubscribed inissue of the E

ransfers. PursuIssue, QIBs

nd may not ens will not hav

ue are subject trequirements

se restrictions

.

the Lead Manecessarily bequity Shares mormance of ondian and glo

urities market,out investmeny financial anntures, or capi

f investor confl condition orct other compould adverselty Shares willpond to the prhe market sub

he required apmay have an

f a foreign co

lmost all of oe located in Iutside India, oy that an Indided was excesng to enforce patriate outsidments that wo

the Issue

rading of theissued and al

quity Shares toch in turn couprovals would

this Issue othEquity Shares.

uant to the ICsubscribing tonter into anyve an impact oto the rules an

s. This may awill adversel

anager, basede indicative ofmay fluctuate

our business,obal economy , performancents in the finanalysts and aital commitme

fidence, the trr operating re

panies in our ily affect the pl be sustained rice at which

bsequent to thi

pprovals willn adverse effe

ourt against u

ur Directors andia. As a re

or to enforce jian court woussive or incon

a foreign jude India any ould contraven

will be liste

e Equity Sharllotted. Approo be submitteduld delay the lid restrict an i

her than on a.

CDR Regulatioo the Equity off market tr

on the price ofnd regulationsffect the liquly impact the

on Bids recef the market p

e after this Isscompetitive cand significa

e of our compancial serviceannouncementents.

rading price ofesults. The trindustry even price of our Eq

after this Issuthe Equity Sh

is Issue.

l be grantedect on our bus

us, our directo

and key manaesult, it may njudgments obtuld enforce fonsistent with pdgment in Inamount recov

ne or violate I

ed on the

res issued puroval for listind. There couldisting of our Einvestor’s abil

a recognized I

ons, for a periShares in the

rading in respf the Equity Ss that are appluidity of the E

market price

ived in compprice of the Eue due to a vconditions, ge

ant developmepetitors, the Is industry, chts by us or o

f our Equity Srading price o

if these evenquity Shares.ue, or that thehares are offe

28 

to us siness,

ors or

agerial not be tained oreign public

ndia is vered. Indian

Stock

rsuant ng and d be a Equity lity to

Indian

iod of Issue

pect of hares. icable

Equity of the

liance Equity variety eneral ents in Indian hanges others

Shares of our nts do There

e price red in

Page 30: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

Fluctuatiovalue of o Our Equitpaid in Rumay reducrepatriatinapprovals exchange rSingaporemay have terms, inde Any futurmay adver Any futureyour sharethrough ancould alsosignificantor Promomay signifto issue eqShares or issue Equsecurities Shares by Investors m Under curgenerally tmonths wtransactiongain realiza recognizFurther, anterm capitIndia in cwhich the result, resisale of the Foreign iforeign in Under theand residerequiremeor reportinbe requireinto foreigcertificate Governmeaffect the Equity Sha There areSharehold We are su

ons in the excur Equity Sha

ty Shares are upees. Any adce the net diving the procee

that may be rate between t

e dollar) has can adverse e

ependent of ou

re issuance ofrsely affect th

e issuance of eholding in usn issuance ofo affect the tt shareholders

oters, any futficantly affectquity or equitour major sh

uity Shares ormay also be

y our major sh

may be subjec

rrent Indian tataxable in Ind

will not be subn. STT will bzed on the salezed stock exchny gain realiztal gains tax iases where thseller is resid

idents of othee Equity Share

investors are vestors, which

foreign exchents are freelynts specified ng requiremened. Additionalgn currency afrom the inc

ent agency canliquidity and

ares.

e restrictionsder’s ability to

ubject to a da

change rate bares in those c

quoted in Rupdverse movemidend to inveseds from a sa

required for the Indian Rup

changed substaeffect on the ur operating r

f the Equity Se trading pric

Equity Shares, adversely aff our securitietrading price s or our promture issuancet the trading pty linked secuhareholders’ ar that any ma

issued at prihareholders m

ct to Indian ta

ax laws and dia. Any gain ubject to capite levied on ane of equity shhange and on zed on the salein India. Capihe exemption dent. Generaller countries mes.

subject to fh may adverse

hange regulatioy permitted (suby the RBI. Ints and does nly, shareholdeand repatriate

come tax authn be obtained d free transfer

s on daily mo sell, or the p

ily “circuit br

between the Incurrencies, in

pees on the Sment in currenstors. In additiale of Equitythe sale of Epee and otherantially in thevalue of our

results.

Shares by usce of the Equi

s by us, suchffect the tradines. In additionof our Equity

moters, any fut of Equity

price of the Equrities discussability to dispajor shareholdices below th

may also adver

axes arising o

regulations, crealized on thtal gains taxnd collected b

hares held forwhich no ST

e of listed equital gains arisi

from taxationly, Indian tax

may be liable

foreign investely impact the

ons currentlyubject to certaIf the transfernot fall underers who seeke that foreignhority. We caon any partic

rability of the

movements inprice at which

reaker” impos

Indian Rupeendependent of

Stock Exchangncy exchange rion, any adver

y Shares outsiEquity Sharesr currencies (se last two dec

Equity Share

or sales of tity Shares.

as a primaryng price of oun, any percepy Shares. Adture issuanceShares by us

quity Shares. Esed in “Placemose of their E

der will not dhe then curresely affect the

out of capital g

capital gains ahe sale of liste

in India if Sby a domesticmore than 12

TT has been puity shares heling from then in India istreaties do nofor tax in Ind

tment restricte market price

in force in Inain exceptionsr of the Equity

any of the spto convert then currency frannot assure ycular terms or

Equity Share

n the priceit can sell the

sed by the Sto

and other cuf our operatin

ges. Any dividrates during trse movemenide India, fors, may reduceuch as, the U

cades and coues and returns

the Equity Sh

offering or puur Equity Sharption by invesdditionally, th

of Equity Shs or the perceExcept for thement”, there iEquity Sharesdispose of, enent trading pe trading price

gains on the s

arising from ted equity sharSecurities Trac stock exchan months to an

paid, will be suld for a periodsale of the Eqprovided undot limit Indiadia as well as

tions under Ie of the Equity

ndia, transferss) if they comy Shares is nopecified excepe Rupee procerom India wilyou that any rat all. These

es and could r

of the Eque Equity Shar

ock Exchange

urrencies coulng results.

dends in respthe time it taknt in currency r example, bee the net proc.S. dollar, the

uld fluctuate ss from our Eq

hares by any

ursuant to a pres and could stors that such

he disposal ofhares by anyeption that sue customary los no restrictio

s, and we canncumber, or pprice of our Ee of our Equity

sale of our Eq

the sale of shres on a stock ansaction Taxnge on which n Indian resideubject to longd of 12 monthquity Shares

der a treaty be’s ability to im

s in their own

Indian law tty Shares.

s of the Equitymply with theot in complianptions, then theeds from a sall require a nrequired apprforeign investresult in an ad

ity Shares, res at a partic

es, which doe

ld have an ad

ect of our Eqkes to undertakexchange rateecause of a dceeds received

Euro, the pouubstantially inquity Shares i

of our signif

preferential allaffect our abih issuances orf Equity Sharof our signif

ch issuances ock-up on theon on our abilnnot assure yopledge, its Eq

Equity Sharesy Shares.

quity Shares.

hares in an Inexchange hel

x (“STT”) hasthe Equity Sh

ent, which areg term capitalhs or less willwill be exempetween India mpose tax on n jurisdiction o

that limit our

y Shares betwpricing guide

nce with suchhe prior approale of the Equno-objection roval from thetment restrictidverse effect

which may ular point in t

es not allow tr

dverse effect o

quity Shares wke such convees during a dedelay in regud by investorsund sterling ann the future, win foreign cur

ficant shareho

lotment, mayility to raise cr sales mightres by any oficant sharehoor sales may Company’s ality to issue Eou that we wiquity Shares.s. Sales of E

ndian companld for more ths been paid ohares are solde sold other thl gains tax inl be subject to

mpt from taxatand the councapital gains

on a gain upo

r ability to a

ween non - reselines and reph pricing guidoval of the RBuity Shares inor a tax cleae RBI or anyions may advon the price

adversely afftime.

ransactions be

29 

on the

will be ersion

elay in ulatory s. The nd the which rrency

olders

dilute capital occur

of our olders occur

ability Equity ill not Such

Equity

ny are han 12 on the d. Any han on India.

o short ion in

ntry of . As a on the

attract

idents orting

delines BI will n India arance other ersely of the

ffect a

eyond

Page 31: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

certain spethe index-movementExchangeswill informknowledgeresult of tpreferred p Condition Indian stosubstantialaffected thclosure ofbrokers. Intrading, liIndia, see Applicants In terms oClosing Ddemat accClosing Dfinancial, business, Equity ShIssue. OccShares. Thcomplete Shares aft Investors permitted Investors account, awill be sugranted fothe investo

ecified increa-based markett allowed in ts based on them us of the tre. This circuithis circuit brprice or at all

ns in the Stock

ock exchangel fluctuations he market prif the stock exn addition, thmited price m“The Securiti

ts to the Issue

of the ICDR Date. The Allocount with de

Date. Howevepolitical or ecresults of ope

hares, would ncurrence of anhe applicantsthe Allotmener the Issue o

will be subjecto trade.

can start tradare listed and ubject to mar

or the same. For’s demat acc

ases or decreat-wide circuitthe price of te historical voriggering poinit break will lreaker, there cat any particu

k Exchanges m

es are smallein the prices

ice and liquidxchanges to he governing movements anes Market of I

are not allow

Regulations, otment of the epository partr, there is noconomic conderation or finnot arise betwny such event shall not ha

nt of the Equor cause the tra

ct to market r

ding the Equitpermitted to trket risk from

Further, there ccount or that t

ases in the prit breaker genethe Equity Sholatility in thent of the circulimit the upwcan be no ass

ular point in tim

may affect the

r than stock of listed secu

dity of the secmanage extrebodies of Indnd imposed mIndia”.

wed to withdra

applicants inEquity Share

ticipant couldo assurance thditions or othenancial conditween the Bid/ts after the Biave the right tity Shares evading price of

risks until the

ty Shares allotrade. Since thm the date tcan be no asstrading in the

ice of the Equerally imposehares before te price and truit breaker in

ward and downsurance that sme.

e price and liq

markets inurities. Indiancurities of Indeme market vdian stock excmargin requir

aw their Bids a

n the Issue ares in this Issu take approxi

hat material aer events in thtion, or other /Issue Closingid/Issue Closito withdraw t

ven if such evf the Equity Sh

e Equity Shar

otted to themhe Equity Shahey pay forurance that thEquity Shares

uity Shares. Td by the SEBthe circuit brerading volumen effect from nward movemshareholders w

quidity of the

developed ecstock exchang

dian companievolatility, brochanges haveements. For m

after the Bid/I

re not alloweue and the creimately seven

adverse changhe nature of fo

events affectg Date and thng Date coultheir Bids invents may limhares to declin

res credited to

only after theares are currenthe Equity S

he Equity Shas will commen

This circuit brBI on Indian eaker is triggee of the Equittime to time,

ments in the pwill be able t

Equity Share

conomies andges have also es. These prooker defaults,

from time tomore informa

/Issue Closing

d to withdrawedit of such En days and upges in the inteorce majeure, ting the applihe date of Ald also impactthe event of

mit the applicne.

o the investor

ey have been ntly traded onShares to theres allocated tnce in a timely

reaker operatestock exchangered is determty Shares. Th, but it may cprice of the Eo sell the Equ

es.

d have in theexperienced p

oblems have in settlement de

o time restrication on the s

g Date.

w their Bids Equity Sharesp to 10 days ernational or material adve

icant’s decisiolotment of Eqt the market pf any such occants’ ability

r’s demat acc

credited to an the Stock Exe date when tto an investory manner.

es independenges. The maxmined by thee Stock Exchchange withou

Equity Shares.uity Shares at

e past experiproblems thatncluded tempelays and strikted securities

securities mark

after the Bids to the applifrom the Bidnational monerse changes on to invest quity Sharesprice of the Eccurrence. We

to sell the E

count are liste

an investor’s dxchanges, invtrading appror will be credi

30 

ntly of ximum

Stock hanges ut our . As a t their

ienced t have porary kes by s from ket of

d/Issue cant’s

d/Issue netary, in our in the in the

Equity e may Equity

ed and

demat vestors oval is ited to

Page 32: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

Overview We desigscrap booproducts We have among thdurability At the stapaper statmachiner With the among co Some of o

1234

In Fiscalwas Rs. loss of Rrespectivetotal liabi Our Stren We believ• SMPL

varioin Ind

• Compenvirundereduca

• As apaperEducreal c

• In 19privaboardefficiprovicomp

• With • The c• The b• Mana

busin

w

gns, manufacoks, drawingand printing

over 190 vahe student cy.

art of the Cotionery, whicry.

strong branonsumers tod

our major cu

. Surya Mark2. Prince Pap3. Star Marke4. Partel Com

s 2016, 2019880.24 Lak

Rs. (871.76ely. As at Milities of Rs.

ngths

ve that our bL believes thus new desigdia as well aspany firmly ronment andrtaken commation in and aa result of thr segment is ation Marke

competition i996 Sundaramate companied, thus acquiient. These ciding transpapany raise fun

a strong bracompany hasbiggest strenagement andness.

cturers and mg books, gra, writing and

arieties of pacommunities

ompany in thch was incre

nd and markday.

ustomers are:

keting (Masjer (Vile-Parl

eting (Kandivmpu Products

5 and 2014khs, Rs. 8516) lakhs, RsMarch 31, 20

19010.06la

usiness has that research gns and thems abroad.

believes thd communitymunity develaround Palgh

he present scone of the f

et. Nationallyin terms of qm went publes as they arring a wider

companies ararency in thends from the

and and marks already invgth of dealer

d group exp

SUMM

markets papeaph books-d packaging p

aper stationes and enjoy

he year 1995eased to 60 to

et penetratio

:

jid Bunder)le) vali) s (Byculla)

, our consol12.65 lakhs. (2266.83)

016, we hadakhs.

the followingand develop

mes (selected

hat its growty in which itlopment projhar as well acenario and mfastest growiy there are oquality and colic and registre required

r perspective re also mandeir operatione market at faketing activitested in the mr-distributor

perience of o

MARY OF T

er stationery for studentspaper.

ery products very high

5, we had a cons per day a

on we are pr

lidated net rand Rs. 157lakhs and R

consolidated

g key competpment has bed by their R &

th and succet operates anjects particu

as in Kutch. massive goving segment

only 3-4 biggost. tered at the Sto have suffof any busin

dated to discns and generavorable termties sales wilmanufacturinnetwork playover 29 yea

THE BUSINE

products- exs of all ages

under the breputation i

capacity of 5as of now w

resent in pan

revenue from701.44 lakhsRs. (358.77d total assets

titive strengteen the key f& D Team) t

ess achievednd to acknowlarly in the

vernment allos comprisingger players a

Stock Exchafficient memness dilemmclose their firating goodwms. l increase wing unit and ays and impor

ars in the sa

ESS

xercise note s, as well a

brand “Sundain the mark

5 tons per dawhich is also

n Maharasht

m operationss, respectivel) lakhs in F

s of Rs. 190

ths. for their hugto remain a l

d is also cowledge this C

field of prov

ocation for eg of approximand Sundaram

ange. Public mbers on the ma and makin

nancial and will for the

ithout any hua lot in its brartant role in tame field is

books, long as office/ co

aram” whichet for its su

ay of converconsidering

tra and are n

s includingly. We had aFiscals 2016010.06 lakhs

ge success. Sleader in the

ontributed byCompany hasviding prima

education semately USDm is one of

companies hmanagemen

ng resolving poperational company. T

urdle. and buildingthis segmentthe biggest

books, noteorporate stati

h are very pouperb qualit

rsion of pape75% utilizat

number one

g o ther inca consolidate

6, 2015 ands and consoli

undaram relStationery m

y the surrous very conscary and seco

gment, bookD 40 billion I

them. There

have an edgent and compprocess easieactivities, thhis also help

g activities. t and productt strength fo

31 

e pads, ionery

opular ty and

er into tion of

brand

come ed net 2014, idated

ies on market

unding iously

ondary

ks and Indian e is no

e over pany’s er and hereby ps the

t. or this

Page 33: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

Our Strat We intend

a) Ta

  b) T

s

c) T

d) Dw

tegies

d to grow ou

The managemat the same t

The managemituated at Na

The company

Due to reducwill optimize

ur businesses

ment of the ctime to redu

ment of the agpur.

y can also sal

ction in the d its business

by impleme

company hasuce the debt

company is

le out its land

debt of the cproduction a

enting the fol

s opted for Qt of the com

in the initia

d parcel situa

company andand that will

llowing strate

Qualified Insmpany.

al discussion

ated at Palgh

d its interest l impact the t

egies:

stitutional Pl

with the pa

har to reduce

leverage sertop and the b

lacement of E

arties to sell

e the debt fur

rved to the bbottom line o

Equity share

out its Pape

rther.

bank, the comof the compan

32 

es and

r Mill

mpany ny.

Page 34: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

The inforbeen derithe Compverified ttherein haassumptioalso prepIndustry assumptiotheir inve

The Indiaproductio2014-15 wwhich is governmewitness aprinting &into three

1. Pr

pa

ed

fac

2. Pa

pu

do

ur

3. Ne

pa

Operatin

The majofuel cost 14 % durHowevermaterial pFY11, pla~11% dumargins d

rmation in thived from vapany, nor ththis informaas been obtaons are not g

pared based osources andons that mayestment decis

an paper induon. Accordinwas 13.9 mnrelatively lo

ent on educaa CAGR of 7& writing ane segments:

rinting & w

apers, notebo

ducation thro

ctors contrib

ackaging &

urposes in in

omestic pape

rbanization, i

ewsprint: N

aper industry

ng profit m

or cost heads(constitutingring FY09 to, during FYprices and payers could n

uring FY12 todue to declin

is section incrious governhe LEAD M

ation. Industrained from soguaranteed aon informati

d publicationy prove to besion on this in

ustry with apng to Indian n tones, yoy ower compaation and gen7% over thend packaging

writing (P&W

ooks etc. Th

ough steps li

buting to the

paper boar

ndustries suc

er industry.

increasing pe

Newsprint ser

y. This segme

margin imp

for paper ing ~ 16% of no FY11 due

Y12 to FY14power and funot increase o FY14. The

ning RM cost

IND

cludes extracnment public

MANAGER orry sources aources believand their relion as of spens may alsoe incorrect. Anformation.

pproximatelyPaper Millsgrowth of 6

ared to otherneral uptick ie next five yg & paper bo

W): Printing

his segment

ike Right to

growth of th

rd: Packagin

ch as FMCG

This is cur

enetration of

rves the new

ent is under s

proving for

ndustry playenet sales). Thto lower co

4, the operatuel cost largthe prices ane fall in marts and power

DUSTRY O

cts from pubcations and inr any otherand publicaved to be reliliability cann

ecific dates a base their

Accordingly,

y 13 mn tonns Association%. The per cr developed in macro eco

years to abouoard segmen

and writing

forms ~31%

Education, S

his segment.

ng paper & b

G, food, pha

rrently fastes

f organized re

spaper & ma

stress due to

paper play

ers are raw mhe operating

osts and betting margin

gely during Fnd faced impgin was arrer & fuel cost.

VERVIEW

licly availabndustry sourperson con

tions generaiable, but thenot be assur

and may no linformation investors sh

nes of capacn, the domescapita consuand develop

onomy, CARut 20 mn tonnt. The India

g segment ca

% of domesti

Sarva Shiksh

board segmen

arma, textile

st growing s

etail, higher

agazines indu

lower growt

yers from H

material (consg margins of er price realtrend showeFY13. Also, port threat. Dested in FY1.

ble informatirces such asnnected withally state their accuracyred. Industrylonger be curn on estimatehould not pla

city accountsstic consump

umption of paping countri

RE Rating exnes. The gron paper indu

aters to offic

ic paper ind

ha Abhiyan,

nt caters to t

es etc. This

segment ow

growth in FM

ustry. This s

th rates and i

H2FY16

stituting ~50the paper co

lizations baced a declinin

with capaciDue to this the

5 and H2FY

on, data andthe SIAM an the Issue h

hat the infory, completeney sources andrrent or reflees, projectioace undue re

s for about 3ption of papaper in Indiaies. With inxpects Indianowth will be ustry can be

e stationary,

dustry. Gove

rise in serv

tertiary and f

segment fo

wing to facto

MCG, pharm

segment form

import threat

0% of net salompanies wecked by goodng trend witity expansioe operating m

Y16 witnesse

d statistics annd ACMA. Nhas independrmation contess and unded publicationect current trons, forecastliance on, or

% of global er in India d

a stands at ~creasing foc

n paper induslargely drivbroadly clas

, textbooks, c

ernments thru

vice sector ar

flexible pack

rms ~47% o

ors such as

maceutical.

ms ~18% of I

t.

es) and powere in the rand demand grth increase in during FYmargin declined improvem

33 

nd has Neither

dently tained

erlying ns are rends. ts and r base

paper during 11 kg, cus by stry to

ven by ssified

copier

ust on

re key

kaging

of the

rising

Indian

er and nge of rowth. in raw Y09 to ned to

ment in

Page 35: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

E

              S

Within thQ2FY14.benefittedinitiatives Paperbo

 Source:‐ ASample of       

BIDTA margin t

ource:‐ ACE Eq

he paper indu. During FYd from lowes taken by pl

oard EBIDTA m

Ace Equity anof companies

trend for pape

uity

ustry, P&W 16, key player domestic layers yielde

argin too impro

nd CARE Rats – NR Agarw

r companies

players operyers increase

wood priced results. EBI

oving

tings wal Industries

rating margind prices by Res and coal DTA margin im

s, Shree Ajit P

ns improved Rs 2 per kg prices impa

mproving

Pulp & Pape

sa

to 20% in Qin Decembe

acting powe

r, South Indi

mple size of 64

Q4FY16 fromer month. Aler & fuel co

a Paper Mills

4 players

m a low of 1lso, the compost. Agro fo

34 

0% in panies orestry

Page 36: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

  

S  Stabilizi Pulp is thseparateddeficit in be mainlyplywood companieraw matewood in cThis will

S

P&W

Paperbo

Newspri

Source: C        

Newsprint EBI

Source:‐ ACE ESample of com

ing raw ma

he primary rad from wood

domestic my attributed t& MDF bo

es gave thruserial prices frchips or partiaugur well f

Segment wi

oard

nt ARE Ratings

IDTA margin

Equity and CAREmpanies – Em

aterial pric

aw material d, wastepape

market. To coto deforestatoard industryst to initiativrom FY11 – icles for manfor Indian co

ise RM sou

E Ratings mami Paper 

es

used for maer, agriculturmpensate foion, increasey, bio-energyves like agroFY14 has st

nufacture of ompanies dep

urce:

RM source

Wood, Bambo

Agriculture

Wastepaper

Wastepaper

Mills, Shree 

anufacturing e residues er this deficite in wood dey plants etc.

o forestry whabilized frompaper, paper

pending upon

oo

Residue,

Rama News

of paper, antc. Indian pa

t, Indian papeemand from . To counter

hich have nom FY15. In Urboard and nen imported w

RM cost

sprint

nd is obtaineaper industryer companieother industrr the issue ow started yie

Union Budgeews print has

wood chips.

t % to net sale

35%

60%

50%

d through pry is facing is import pulries like conof wood defelding resultet 2016, basis been reduc

es % o

rocessing of issue of pulplp. This deficnstruction indficit, Indian ts. The increic customs duced to nil from

of RM imports

22%

45%

30%

35 

fibers pwood cit can dustry,

paper ease in uty on m 5%.

s

Page 37: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

Raw ma

 Declinin Indian pacoal pricecost for PEarlier Inbasis andpurchase Indian paFY12 to Fhas benef

aterial cost For Paper Indu

Source:‐ ACE EFor Paperboar

Source:‐ ACE E

ng coal pric

aper players es has helpedP&W playersndian paper d at subsidize

domestic coaper players rFY16 imporfited Indian p

as % of neustry

Equity and CARErd players

Equity and CARE

ces to reduc

depend on id Indian paps is ~17%, findustry wased rates but oal at higher rely on impo

rted coal pricpaper industr

et sales

E Ratings

E Ratings

ce power an

imported coaper industry tfor Paperboas consideredfrom 2005 iprices. Tim

orted coal whces have redury.

nd fuel cos

al to meet thto improve m

ard segment id as core secit is in non-c

mely availabilhich is availauced by ~53%

For P&

Source: For Ne

Source

t

heir power remargins. Amis ~15% andctor industrycore list of inlity of coal iable at lower% while INR

&W Players

‐ ACE Equity andewsprint Player

e:‐ ACE Equity a

equirements. mongst the vad for Newspry and hence ndustries andis another per cost as comR has deprec

 CARE Ratings rs

nd CARE Rating

The decliniarious segmerint segmentit used to ged hence papertinent issuempared to doiated by ~37

gs

ng trend in gents, power &t it is aroundet coal on prer players he. To counte

omestic coal. 7% to USD,

36 

global & fuel

d 18%. riority ave to

er this, From which

Page 38: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

 

Paper p

The 2.5%terms of thas been paper conpaper is tFY09to 5

S

Global coal pr

Source:‐ CMIE

layers face

% customs duthe free trada rise in pa

nsumption intoo being im

59% in FY15

ource: ‐ CMIE

ices declining i

e import thr

uty on paperde agreementaper imports n India. Earli

mported. In n5.f 

n line with com

reat

r in India hat with the Asfrom ASEA

ier only fewnewsprint seg

mmodity slump

as been broussociation of

AN countriesw special grad

gment itself,

p ($/Tonne)

ught down tof Southeast As which has de paper and, imports inc

o Zero; fromAsian Nationresulted in i

d newsprint wcreased from

m 1st Januaryns (ASEAN)increasing shwere importe

m 47% of tot

y 2014, as p. Due to thishare of impoed but now, al consumpt

37 

per the s there orts in P&W

tion in

Page 39: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

 

Country wi

S

Im

Source: C

Impact o

Increasin

metrics o

worst is o

maintain

and expe

will bene

P&W seg

ise Imports % in

7%

ource: CMIE an

mpact on th

CMIE and CA

on the Cre

g cost pressu

of the paper p

over for its

stable credit

cted improv

fit from high

gment Credit Parame

n FY15

28%

5% 5%

nd CARE 

he Credit p

RE Ratings 

dit profile

ure coupled w

players weak

rated player

t risk over th

vement in do

her growth w

eters P&W segm

rofile of pa

of paper pl

with stable p

kened during

rs in the P&W

he near to m

omestic dema

while newspri

ment improving

20%

per players

layers

pricing impac

g the period F

W paper seg

medium term

and and exp

int segment w

g

23%

s

cted the finan

FY12 to FY

gment with s

. This will la

port opportun

will continue

7%

4%

ncial perform

15. However

softening of

argely be du

nities. Packa

e to face pres

C I

S

U

G

S

 F

 O

mance and th

r, CARE Rat

f wood price

ue to cost pre

aging and pa

ssure from n

China

ndonesia

S. Korea

USA

Germany

Sweden

Finland Others

hus debt prote

tings believe

s and will la

essure subsid

aperboard seg

newsprint imp

38 

ection

es that

argely

dizing

gment

ports.

Page 40: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

Source:‐ AC Sample of

Limited, I

Packagin

Source:‐ AC Sample of CARE R Of the pa

below ca

companie

stretched

remained

Rat

A BBB BB B C D Source

Source htt%20Out%

CE Equity and Cof companies

Internationa

ng paper & 

Credit Parame

CE Equity and Cof companies

Rating Disp

aper compan

ategory; as se

es to pass o

liquidity po

d stable with

ting Band F

e:‐ CARE Rating

tp://www.care%20of%20the%

CARE Ratings s – Seshasaye

l Papers And

board eters Packaging

CARE Ratings s – NR Agarw

persion:

nies rated by

een in the ta

on incremen

osition etc. D

69% compan

Cred

Credit Profil

% of Tot

Y14 FY

13% 23% 40% 12% 2% 10%

g

eratings.com/%20woods.p

ee Paper and

dhra Pradesh

g paper & board

wal Industries

y CARE duri

able below)

ntal raw mat

During FY16

nies being re

dit Profile of CA

le

tal rated firms

15 FY1

14% 28% 37% 13% 3% 5%

upload/Newsdf

d Boards Ltd,

h Paper Mills 

d too improvin

s, Shree Ajit P

ing FY16, 62

due to sever

terial cost t

6, the credit

eaffirmed.

ARE rated Pape

16

12% 26% 38% 16% 1% 7%

sFiles/SplAna

, JK Paper Lim

Ltd.

ng

Pulp & Pape

2% are in be

ral factors su

to customers

profile of C

er Players (as o

Rating Transiti

Downgrade

No Change

Upgrade

alysis/Indian%

mited, Tamil

r, South Indi

elow investm

uch as high

s due to im

CARE rated

on March 31, 20

Rating

ion FY14

e 17%

68%

15%

%20Paper%20

l Nadu Newsp

a Paper Mills

ment grade c

raw materia

mport pressur

paper comp

016)

g Transition

% of Total rat

FY15

8% 58% 33%

0Industry%20

print & Pape

s,

category ('BB

l cost, inabil

re, high lev

panies has br

ted firms

5 FY16

10%

69%

21%

0-

39 

ers 

B' and

lity of

verage,

roadly

6

%

%

%

Page 41: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

The folloand is qDocumen“Descrip

Issuer

Issue Si

Floor PIssue PrDate ofDate ApprovEquity outstanbefore tEquity outstanafter th

Listing

Dividen

Taxatio

Transfe

Use of P

Risk Fa

Pay-in D

Closing

Status a

SecuritShares

owing is a genqualified in int, including ption of Equity

ize

Price rice

f Board Resolof Sha

val Shares iss

nding imthe issue Shares iss

nding imhe issue

nd on

er Restriction

Proceeds

actors Date

g Date

and Ranking

y Codes for t

neral summaryts entirety byunder the s

y Shares”.

U

A

2

RR

lution Jareholders A

sued and mmediately

sued and mmediately

2

v

FS

ns FRN

L

E

pr

D

the Equity IBN

SUMMA

y of the terms y, the more dsections titled

Sundaram MulUp to 300000

A minimum oshall be avail27000000 Eqincluding MuRs. 4.30 per ERs. [*] per EqJuly 25, 2016August 29, 20

21,56,05,773

24,56,05,773 E

The Companvide its letteand BSE vid15th NovembFor more inShares”, “DivSee the sectioThe Equity Shfrom the dateThe Equity SFor details, sRestrictions”Net proceedsexpenses in r[*]. See the sectioconsider beforLast date spec[*]

Equity ShareCompany’s Mpassu in all rrespect of divThe Shareholcorporate benDate, in compother applicabof Equity SharISINBSE CodeNSE Symbol

ARY OF TH

of the Issue.detailed inford “Risk Fact

lti Pap Limited000 Equity Sha

of 10% of thelable for allo

quity Sharestual Funds

Equity Sharequity Share

016

Equity Shares

Equity Shares

ny has receer no. NSE/Lde its letter ber, 2016 unformation, sevidends” and

on titled “Taxahares being Ae of AllotmenShares are subsee the sectio

s of the Issueelation to the

on titled “Riskre deciding wcified in the C

es being issueMemorandum respects with

vidends. lders will benefits, if anypliance with tble laws andres”

l S

E ISSUE

This summaryrmation appetors”, “Use

dares aggregati

Issue Size, orcation to Mushall be avai

s

ived in-princLIST/93734no. DCS/IPO

nder Regulatioee the section“Taxation” ation”

Allotted shall nnt except on bject to certaions titled “Se

(after deduct Issue) are ex

k Factors” forwhether to subsCAN for paym

ed shall be and Articlesthe existing

entitled to p, declared bythe Companieregulations. S

INE108E0102533166 SUNDARAM

y should be reearing elsewh

of Proceeds

ing up to maxi

r at least 300utual Funds onilable for all

ciple approval dated 15TH O/CS/28(1)/on 28(1) of thns titled “D

not be sold fothe floor of tin selling andelling Restrict

tion of fees, cxpected to tot

r a discussionscribe to the E

ment of Bid mo

subject to thof AssociatioEquity Share

participate in y our Compaes Act, the LiSee the sectio

23

M

ead in conjunchere in this P”, “Issue Pr

imum of Rs. 1

00000 Equitynly, and the location to al

l from the NNovember,

/524/2016-1he Listing Regescription of

r a period of othe Stock Excd transfer resttions” and “T

commissionstal approximat

of factors youEquity Shares onies by the Q

he provisions on and shall raes, including r

dividends anany after the isting Regulaton titled “Des

40 

ction with, Placement rocedure”,

15 Crore.

y Shares, balance ll QIBs,

NSE 2016 7 dated

gulations.f Equity

one year changes. trictions. Transfer

s and tely Rs.

u should

QIBs

of ourank pari rights in

nd other Closing

tions and scription

Page 42: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

The total expenses Subject tproceeds business. As on damaking aproceeds.have any

proceeds ofof approxim

o compliancof the Issue

ate of this Pany contribu Further, nofinancial or

US

f the Issue wmately, Rs. [*

ce with appe for optimi

Preliminary ution either aone of the Dr other mater

SE OF PRO

will be up to*], the net pro

licable lawsizing the mi

Placementas part of th

Directors, Prorial interest

OCEEDS

o maximumoceeds of the

s and regulaix of debt a

Document, he Issue oromoters orin the Issue.

m of INR 15e Issue will b

ations, our Cand equity to

neither theseparately i

key manage.

5 Crore. Aftbe approxima

Company ino meet the n

Promoters nin furtheranerial personn

ter deductingately Rs. [*].

ntends to useneeds of its

nor the Direce of the usnel of our C

41 

g the Issue

e the net growing

ectors are se of the Company

Page 43: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

CORP

Corpora

Our ComCompanby Regicommen

Our Reg(East) M Main O 1. To c

BooEnveStati

2. To cStrawmate

PORATE IN

ate History

mpany was innies Act, 195istrar of Concement of

gistered & CMumbai-4000

bjects

carry on busik and Regielope, Cardsionery and P

carry on thew Board, Bierials used in

NFORMATI

ncorporated 56, pursuantompanies, Mbusiness vi

Corporate Of093, India.

iness of Expister, Paper s etc., Writi

Packing Mate

e business ofinding Maten the process

ION AND O

as ‘Sundarat to a certifiMaharashtride certifica

ffice is situat

orts, Import,Stationery

ing and draerial.

f Export, Imrial, Printed

s.

ORGANIZAT

am Multi Papficate of inca at Mumb

ate dated 10

ted at 5/6 Pa

, Manufactursuch as Vo

awing instru

mport, ManuMaterial. A

TIONAL ST

p Limited’, acorporation dbai. The com0th April, 19

apa Industri

re, Sales andoucher, Pad,ment and M

ufacturer, SalAll kind of a

TRUCTURE

as a Limiteddated 13th Mmpany rece

995.

ial Estate, S

d Purchase of, Receipt B

Materials, Co

le and Purcharticle made

E

d company uMarch, 1995eived certif

uren Road,

f Notebook, Book, Dairieontinuous C

hase of Pulpfrom paper

42 

under the 5 issued ficate of

Andheri

Account es, Files, Computer

p, Paper, or pulp,

Page 44: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

 

 

 

 

EXEDIR

CS 

ECUTIVE RECTOR 

 

ACCOFINA

EXEC

 

 

OUNT & ANCE 

CUTIVE

ORGANIZ

MAN

ZATION ST

CHAIRMA&

AGING DIR

BANK

EXEC

TRUCTURE

AN

RECTOR

KING 

CUTIVE

E

INDE

NOEXECUT

EPENDENT

PL

EXEC

43 

ON TIVE & T DIRECTO

CFO

LANT 

CUTIVE

OR 

Page 45: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

Subsidiar Currently 1. E-Cl Details of E-Class E ECESL wliability uConsequename. ThECESL’sMumbai

ries

y, our Compa

lass Educatio

f our Subsid

Education S

was incorpounder the Coment to a freshhe name of c registered o-400 093, M

any has only

on System L

diaries

System Limi

rated as ‘Sumpanies Act

h certificate ocompany waoffice is situMaharashtr

one Subsidia

Limited

ted

undaram Edt, 1956, pursuof incorporatas changed touated at 5/6 ra, India.

ary, namely:

dusys Privateuant to a cerion dated Deo its presentPapa Indu

e Limited’,rtificate of inecember 28, t name ‘E-Cstrial Estat

a private concorporation 2011, conseq

Class Educatite, Suren R

ompany withdated July 2quent upon cion System L

Road, Andh

44 

h limited 20, 2009. change of Limited’. heri (E),

Page 46: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

Overview We designpads, scrastationery We have popular aquality an At the stainto paperutilization With the brand am Some of

1234

In FiscalLakhs, R(871.76)respectiveconsolida Our Stren We believ

• SSa

• CsCf

• AbUS

• Iemadof

• W• T

a

w

ns, manufactap books, dry products an

over 190 vaamong the stnd durability

art of the Comr stationery, n of machine

strong brandong consum

our major cu

. Surya Mark

. Prince Pape

. Star Marke

. Partel Com

s 2016, 201Rs. 8512.65 l) lakhs, Rs.ely. As at Mated total liab

ngths

ve that our bu

SMPL believSundaram rela leader in thCompany firsurrounding Company hafield of proviAs a result o

books and paUSD 40 billSundaram is In 1996 Sundedge over pmanagement and making disclose theioperations anfrom the marWith a strongThe companyactivities.

turers and mrawing booknd printing, w

arieties of patudent comm.

mpany in thewhich was i

ery.

d and markeers today.

ustomers are

keting (Masjer (Vile-Parl

eting (Kandivmpuproducts

15 and 2014lakhs and Rs. (2266.83)March 31, 2bilities of Rs

usiness has t

ves that reslies on vario

he Stationery rmly believeenvironmen

s very consciding primaryof the presenaper segmenlion Indian Eone of them

daram went pprivate comand companresolving p

ir financial nd generatingrket at favorag brand and my has alread

BUSINE

markets paperks, graph boowriting and p

aper stationemunities and

e year 1995, increased to

et penetration

:

id Bunder) le) vali) (Byculla)

4, our conss. 15701.44 lakhs and

2016, we ha. 19010.06la

the following

search and dous new desig

market I Indes that its gnt and comciously undery and secondnt scenario ant is one of thEducation M. There is nopublic and re

mpanies as tny’s board, thprocess easie

and operatig goodwill fable terms. marketing acdy invested i

ESS

r stationery poks- for stud

packaging pa

ery products d enjoy very

we had a cap60 tons per

n we are pre

solidated netlakhs, respeRs. (358.7

ad consolidaakhs.

g key compet

developmentgns and themdia as well asgrowth and mmunity in rtaken commdary educatioand massive he fastest gr

Market. Natioo real competegistered at tthey are reqhus acquiringer and efficiional activitifor the comp

ctivities salesin the manu

products- exedents of all aper.

under the by high reputa

pacity of 5 today as of no

esent in pan

t revenue frctively. We

77) lakhs inated total as

titive strengt

t has been mes (selecteds abroad. success achwhich it op

munity develoon in and arogovernment

rowing segmonally there tition in termthe stock Excquired to hg a wider perient. These ies, thereby

pany. This al

s will increasufacturing un

ercise note boages, as we

brand “Sundation in the

ons per day oow which is

Maharashtra

rom operatiohad a conso

n Fiscals 20ssets of Rs.

ths:

the key ford by their R

hieved is alsperates and opment projeound Palghar

allocation foments compri

are only 3-ms of quality

change. Pubhave sufficierspective of companies aproviding

lso helps the

se without annit and a lot

ooks, long boll as office/

aram” whichmarket for

of conversionalso conside

a and are nu

ons was Rsolidated net l016, 2015 a

19010.06

r their huge& D Team)

so contributeto acknowl

ects particular as well as infor educationsing of appr-4 bigger pland cost. lic companieent memberany businessare also matransparency

e company ra

ny hurdle. in its brand

45 

ooks, note corporate

h are very its superb

n of paper ering 75%

umber one

. 9880.24 oss of Rs. and 2014, lakhs and

e success. to remain

ed by the ledge this arly in the n Kutch

n segment, roximately layers and

es have an rs on the s dilemma andated to y in their aise funds

d building

Page 47: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

• Tt

• Mt

Our Strat

a) Tsh

b) T

M

c) T

d) Dcoo

Herein be We have and note an attractrun variou

The biggest sthis segment Managementthis business

tegies

The managemhares and at

The managemMill situated

The company

Due to reducompany willf the compan

elow the prod

over 190 typpads. They c

tive cover paus competitio

strength of dand product

t and group e.

ment of the the same tim

ment of the cat Nagpur.

y can also sel

ction in the dl optimize itsny.

ducts that we

pes of producover the entage. We chanons and cam

dealer-distribu. experience o

company hme to reduce

company is in

ll out its land

debt of the cs business pr

e manufactur

ucts in the matire range fronge the cove

mpaigns on th

utor network

f over 29 ye

as opted forthe debt of th

n the initial d

d parcel situa

company androduction an

re:

arket which om schools ter pages eve

he back cover

k plays and im

ars in the sam

r Qualified he company.

discussion w

ated at palgha

d its interestnd that will i

range from sto colleges tory 6 monthsr of our book

mportant rol

me field is th

Institutional .

with the parti

ar to reduce t

t leverage seimpact the to

small noteboo office stati

s depending ks.

le in

he biggest st

Placement

es to sell out

the debt furt

erved to the op and the bo

ooks to drawionery. Eachon the cycle

46 

trength for

of Equity

t its Paper

her.

bank, the ottom line

wing books h book has e. We also

Page 48: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

The follow

Raw Mat There are i) Paper: We procuLtd. Etc. from 45 G ii) DuplexIt used infrom 120

Insurance We maintaincluding insurance such as firannually. Oincludes henvironme

wing diagram s

terials

e basically tw

ure paper fromPaper quality

Gsm to 80 Gs

x Board: n front and b

Gsm to 450

e

ain insurance fire, accidentpolicies for ore and other aOur operation

hazards that mental damage.

sets forth the p

wo major raw

m ‘A’ Gradey is known asm,

back side of Gsm.

cover for ourts and other our plants anancillary perilns are subjectmay cause injNot all risks

production pro

PRODU

w material use

e paper millsas GSM whi

the Exercise

r assets to covnatural disas

d machineriels. These insut to hazards ijury and lossassociated wi

Pa

C

Pas

ocess:

UCTION PR

ed in our bus

s i.e. The Wech is also ca

e Book, the

ver all normalsters. We typs and buildinurance policieinherent in ous of life, damith our busine

Rulin

aper Re

Cutti

CountinFoldin

ting &

ROCESS

siness

est Coast Papalled as the th

same is mea

l risks associapically maintangs at our maes are generalur industry an

mage and destss and operati

ng

eel

ing

ng & ngs

Pining

per Mills Ltdhickness of t

asured in GS

ated with operain standardanufacturing flly valid for and other forcetruction of prions may be i

g

d., Century Pthe paper wh

SM. The qua

rations of ourfire and specfacilities to coa year and aree majeure evroperty, equipinsurable, on

47 

aper Mills hich varies

ality varies

r business, cial perils over risks e renewed ents. This

pment and

Page 49: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

commerciaby us repraccordancecircumstan Human C Our humavaluable akey businevarious tratraining prprinciple developmeaction planproductionin workersWe also manufactuwhich 100

Health, Sa We are coother requhealth illnincluding training tohazards toprojects toOur Indianout medicaat our plan We also hSafety indcontinuousof our enpollution iupon fulfilgases emis Our Manu Our Regis400093

The follo

Entit Sundar

ally reasonablresents an ape with industnces and is sub

apital

an capital consset and core ess drivers, aainings for orograms are of in-depth

ent. We also ns for our mn, quality, coss, better workengage cont

uring facilities employees ar

afety and Env

ommitted to cuirements in rness cases and

risks and hao employees a people and t

o boost produn manufacturial checkups ofnt for workers

have implemenduction trainins activity, and

nvironment prinstead of conllment of certssions.

ufacturing Fa

tered & Corp

owing table co

ty ram Multi-Pap

le terms, or atppropriate levtry standards bject to certain

ntributes signistrength. To

and have focuour employeegoverned by identificationrecognize the

managers. We t, delivery, sa

king relationshtract labor ds. As of Octore engaged in

vironment

complying witrelation to thd hazards can

azards identifand contractothe environmeuctivity and eing plants aref all our empl.

nted a perioding for new

d this system rotection meantrol over it. Wtain ongoing r

acility

porate Office i

onsists of detai

p Ltd

t all. Althoughvel of coverag

in India, sun deductibles,

ficantly to oufurther suppoused our emps to enhancequality busin

n of develope importance

believe thatafety and morhips between sepending onber 31, 2016manufacturing

th applicablehe conduct ofn be significafication, asseors. We workent. We haveestablished oce equipped wiloyees as well

ic medical exentrants andis maintainedasures includWe have obtarequirements.

is situate at 5/

ls of our manu

Plo33-Sur942NoVPMJPP

h we believe tge required t

uch insurance, exclusions an

ur business oport that strengployee initiat their knowlness managem

pment needsof retaining cour human r

rale parametersales manager

our require, we have ovg processes.

occupational f our operatioantly reducedssment, analyproactively tformed cross

ccupational heith the first-al as our contra

xamination properiodical tr

d through conse reduction,ained environ. We have im

/6 Papa Indus

ufacturing unit

Unitot No.

37, rvey No. 2, Hissa . 1 ML and

PL

that the amouo insure ourmay not pro

nd limits on co

perations andgth, we have itives in that dedge and skiment principl

and comprecritical talentresources initirs in manufactrs and reportements from

ver 150 person

health, safetyons. We belied through theysis and contowards minims-functional teealth centersaid medical faactors’ employ

ogram to imprainings for astant consultareuse and re

nmental consenmplemented va

trial Estate, S

ts as of Octob

OPP. PIDVILLAGTHANE

VILLAG– KANH

unt of insurancbusiness and

ovide adequaoverage.

d we believe tdentified skilldirection. Weills. Our leares adopted b

ehensive strucs and have iniatives led toturing, a highees and a droptime to tim

ns engaged in

y and environeve that accid

proactive anntrol and bymizing or elimeams to implemanned by m

acilities whereyees. We also

rove occupatiall employees

ations and comecycle of wants to operatearious project

Suren Road, A

ber 31, 2016:

LocationDCO, MAHIMGE, PALGHA

– 401404

GE SEHORA,HAN – 441 40

ce currently md operations, ate coverage

that employeel set building e periodicallyrning and devy us, which cture of learntroduced dev positive tren

her level of enp in front -line

me, particularln our operatio

nmental reguladents and occnd systematic

providing apminating the ement fatigue medical staff e we periodic have meditat

ional health as and contrac

mmunication. aste and preve our plants cs to reduce gr

Andheri (East)

M AR,

, P.O 01

48 

maintained and is in in certain

es are our as one of

y organize velopment include a

rning and velopment nds in the ngagement e attrition. ly at our ons out of

ations and cupational approach

ppropriate impact of reduction

operating. cally carry tion centre

and safety. ctors is a Principles

vention of onditional reenhouse

Mumbai-

Page 50: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

The follMarch 3with theand Anacontaine

Short SecUn

Long t

SecUnTo

Share

ShaReresTo

Total ca

owing table 31, 2016 ande sections titalysis of Fined in the sect

P

term debt (Acured

nsecured#

term debt: (Bcured

nsecured tal debt [C=

holders’ fundare capital serves and Su

serve) tal Shareholdapitalization

sets forth thd as adjustedtled “Select Fnancial Contion titled “F

articulars

A)

B)

(A+B)]

ds:

urplus (Exclud

ders’ funds (D(C+D)

CAPhe Company’d to give effeFinancial In

ndition andFinancial Sta

ding revaluatio

D)

PITALIZAT’s capitalizatect to the Issnformation”,Results of O

atements”.

As of M

on

TION ion and totalsue. This tab “Risk Facto

Operations”

(I

March 31, 201

1513.60 329.13

2027.72156.194026.64

2156.06 4458.76

6614.8210641.46

l debt on a stble should beors”, “Manaand other f

In Rs. Lakhs)

16 A

tandalone bae read in conagement’s Dfinancial inf

) As Adjusted fo

Issue*

[*] [*]

[*] [*] [*]

2456.06 [*]

[*] [*]

49 

asis as on njunction iscussion

formation

or the

Page 51: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

The deta

A A

25

B Is 21

C P

30ag

D P

E

E Sh B A **The preSharehol History The hist

No of Sha

700

4803

4220

5307

600

18107

N.A

30000

ail of the Equ

Authorized Sh5,00,00,000 E

ssued, Subscr1,56,05,773 Eq

resent Issue

0000000 Equiggregating up

aid-Up EquitEquity Shares

hare PremiumBefore the IssuAfter the Issue

esent Issue halders pursuant

y of Equity S

tory of the Eq

ares DaAl

0 1

300 2

000 2

700 3

00 3

700 2

A. 2

000 0

uity Share ca

hare Capital Equity Shares o

ribed and Paiquity Shares of

ity Shares at ato Rs. [*]

ty Share Caps

m Account ue **

as been authort to their spec

Share Capita

quity Share c

ate ofllotment

13/03/1995

20/03/1995

20/03/1995

30/05/1995

30/05/1995

25/03/1995

29/09/2005

06/02/2007

CAPIT

apital as on 3

Particula

of face value

id-Up Capitaf face value of

a premium of R

pital after the

rized by the Bial resolution

al our Comp

capital of our

f Issue V(in Rs.)

10

10

10

10

10

10

N.A

16.50

TAL STRUC

31st March 20

ars

of Rs. 1/- each

al before the If Rs. 1/- each

Rs. [*] per Equ

Issue

Board vide thedated August

pany

r Company is

Value Cumof Sh

. 3

0 3

CTURE

016 of our C

h

Issue

uity Share,

eir resolution29, 2016.

s as set forth

mulative Nohares

700

481000

903000

1433700

1439700

3250400

32504000

35504000

ompany is a

A

dated 25th Ju

below:

o. Remark

Subscrip

Pr

SwappSta

Pr

Shaprel

Shar

Sub-divRs.10/- p

Prefer

s set forth be

Aggregate NoValue

(in Rs. Lakh

2500.00

2156.06

[*]

2456.06

4664.14 [*]

uly, 2016 and

s / Type of I

ption to MOA

rivate Placem

ping on takearline Indust

rivate Placem

ares issued agliminary exp

res allotted in

vision of shaper share to R

share

rential Allotm

50 

elow:

minal

hs)

d by the

Issue

A & AOA

ment

eover of tries

ment

gainst enses

n IPO

ares from Re.1/- per

ment of

Page 52: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

36364

143737

4591 0

7182 1

07/01/2008

16/04/2012

1

1

7

2

71868591

15605773

Sharesa

Issue ofshares fo

Shares

s allotted puramalgamatio

f Bonus sharefor every 1 sh

51 

rsuant to on

es (2 new hare held)

Page 53: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

A

Tc

A

S*NB

S*NBN

So

As of the date of th

The following tablclosing prices were

A. The followingand low closin

NSE

Fiscal Year

High (

2015 3.92014 20.2013 24

Source: www.nseind* Average of the daiNote: High and low pBSE

Fiscal Year

High (

2015 4.12014 20.2013 26.0

Source: www.bseind* Average of the daiNote: High and low pB. The followingNSE

ource: www.nseind

his Preliminary Pla

les set forth the repe recorded on BSE

g tables set forth thng prices were rec

(Rs.)

Date of H

95 21.01.255 03.01.2.5 26.09.2

dia.com ly closing prices prices are of the dai

(Rs.)

Date of H

13 05.02.210 02.01.200 01.10.2

dia.com ly closing prices prices are of the dai

g tables set forth th

Fiscal Year

2015 2014 2013

dia.com

acement Document

ported high, low anE during the Fiscals

he reported high, lorded on NSE and

High

NumbEquity

traded onhig

2015 69802014 9192013 7277

ily closing prices

High

NumbEquity

traded onhig

2015 40832014 12252013 554

ily closing prices he details of the Eq

MARK

t, 215,605,773 Equit

nd average closings 2013, 2014 and 2

low and average cd BSE during the F

ber of Shares n date of gh

VoluEquitytraded

of (in Rs.

061 26945 18724 17

ber of Shares n date of gh

VoluEquitytraded

of (in Rs.

321 15594 24

460 12

quity Shares trade

KET PRICE IN

ty Shares are issue

g prices of the Equ015

closing prices of thFiscal 2013, 2014

ume of y Shares d on date high . Lakhs)

Low (

6.17 1.68.27 1.37.01 16.7

ume of y Shares d on date high . Lakhs)

Low (

5.93 1.64.35 1.22.84 17.0

ed and the volume

Number of Eq

5897009210524537935058723

NFORMATION

ed, subscribed and p

uity Shares and the

he Equity Shares aand 2015

(Rs.)

Date of L

65 09.11.200 22.10.275 05.07.2

(Rs.)

Date of L

67 10.11.29 22.10.2000 05.07.2

of business transa

quity Shares traded

9

paid up.

e number of Equity

and the number of

Low Numb

Equity Straded on

low

015 1303014 1139013 796

Low Numb

Equity Straded on

low

015 1123014 3762013 2979

acted during the F

y Shares traded on

f Equity Shares tra

ber of Shares n date of w

VoluEquitytraded

of (in Rs.

374 2.852 1697 14

ber of Shares n date of w

VoluEquitytraded

of (in Rs.

368 1.234 5.966 55

Fiscals 2013, 2014

Volume of Equit(in Rs.

158567706

the days such high

aded on the days s

ume of y Shares

on date low Lakhs)

Averagthe per

.26 26.07 54.32 20

ume of y Shares

on date low Lakhs)

Averagthe per

98 237 5.20 2

and 2015

ty Shares traded Lakhs) 7.145.480.53

52 

h and low

such high

e price for riod (Rs.)*

2.515.460.13

e price for riod (Rs.)*

2.535.440.15

Page 54: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

B

S

N

S*

No

B

S*N

BSE

Source: www.bsein

C. The followingExchanges du

NSE

Month, Year

Oct 16 Sept 16 Aug 16 July 16 June 16 May 16

Source: www.nseind* Average of the dai

Note: High and low pr

BSE

Month, Year

Oct 16 Sept 16 Aug 16 July 16 June 16 May 16

Source: www.bseind* Average of the daiNote: High and low p

Fiscal Year 2015 2014 2013

ndia.com

g tables set forth uring the six mont

High (Rs.)

Dat

5.20 104.9 015.1 085.4 11

3.95 293.05 25

dia.com ly closing prices rices are of the daily

High (Rs.)

Dat

5.20 104.84 07 5.10 295.30 114.00 303.04 27

dia.com ly closing prices prices are of the dai

the reported months immediately pr

te of High Nuon

.10.2016

.09.2016 .08.2016 .07.2016 .06.2016 .05.2016

y closing prices.

te of High Nuon

.10.2016

.09.2016

.08.2016

.07.2016

.06.2016

.05.2016

ly closing prices.

Nu

nthly high, low areceding the date of

mber traded date of high

Voon(in

1140683 892715 4267189 10429516 4086088 791437

mber traded date of high

Voon(in

536448170515 867550 2408408 882121 564772

umber of Equity Sha

507296669624835943054128

and average of thof filing of this Pla

olume traded date of high

n Rs. Lakhs)Low

57.31 41.95

203.85 515.7 153.85 22.2

olume traded date of high

n Rs. Lakhs)Low

2.69 47.95 4

42.98 3102.26 334.01 216.17 2

ares traded

e closing prices oacement Documen

w (Rs.) Date o

4.1 04.104.1 29.093.9 04.083.7 01.07

2.35 03.062.30 16.05

w (Rs.) Date o

4.11 04.104.15 29.093.93 04.083.67 04.072.33 03.062.34 16.05

of the Equity Shant

of Low Numbon da

.2016 38

.2016 11

.2016 11

.2016 81

.2016 66

.2016 3

of Low Numbon da

.2016 6

.2016 35

.2016 34

.2016 28

.2016 12

.2016 1

Volume of Equit(in Rs.

141442327

ares and the total

ber traded ate of low

Volumon da(in R

86328 121547 493151 511907 367087 18289

ber traded ate of low

Volumon da(in R

6319253496 147202 184609 126712 6271

ty Shares traded Lakhs) 9.369.887.42

l trading volume

me traded ate of low s. Lakhs)

Averfor th

(16.45 48.66 50.58 31.44 16.27 0.91

me traded ate of low s. Lakhs)

Averfor th

(2.68

15.27 14.65 10.84 3.07 0.39

53 

on Stock

age price he period (Rs.)*

4.63 4.53 4.43 4.33 2.86 2.51

age price he period (Rs.)*

4.644.53 4.44 4.33 2.87 2.51

Page 55: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

D

N

S B

S

E

N

S

B

S

D. The followingof filing of thi

NSE

Source: www.nseind

BSE

Source: www.bseind

E. The followingfor the Issue

NSE Open (Rs.) 4.55

Source: wwwnnseind

BSE Open (Rs.) 4.68

Source: www.bseind

g tables set forth this Placement Docu

Month, Year Oct 16 Sept 16 Aug 16 July 16 June 16 May 16

dia.com

Month, Year Oct 16 Sept 16 Aug 16 July 16 June 16 May 16

dia.com

g table sets forth th

Hi(R

4.dia.com

Hi(R

4.dia.com

he details of the Eument

he market price on

igh Rs.)

70

igh Rs.)

68

Equity Shares trade

Nu

Nu

n the Stock Excha

Low (Rs.) 4.30

Low (Rs.) 4.31

ed and the volume

umber of Equity Sha

80528978042676

208135935407408119308077

5389245

umber of Equity Sha

2835066486493359063221435160092436243161427

anges on 26th Jul

e of business trans

ares traded

ares traded

ly 2016, the first w

Close (Rs.) 4.35

Close (Rs.) 4.34

sacted during the s

working day follow

Numb

Numb

six months immed

Volume of Equit(in Rs. L

379365946

2422627.146

Volume of Equit(in Rs.

13521926464430487

wing the approval

er of Equity Sharestraded

7,34,029

er of Equity Sharestraded

2,71,350

diately preceding th

ty Shares traded Lakhs) .36.69

6.58 2.95.42 .23

ty Shares traded Lakhs)

5.32 9.74 4.25 4.23 4.76.95

l of the Board of D

s Volume ofShares t(in Rs. L

32.9

s Volume ofShares t(in Rs. L

12.2

54 

he month

Directors

f Equity traded Lakhs)96

f Equity traded Lakhs)20

Page 56: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

T

(P((u(E(NG

Tbe

(IuRAVS

The summary sta

Category of Shareholder

(A) Promoter & Promoter Group (B) Public (C1) Shares underlying DRs (C2) Shares held bEmployee Trust (C) Non Promoter-Non Public Grand Total

he summary staelow:

Category of Shareholder

(A1) Indian Individuals/Hinduundivided FamilyRiddhi Chirag GalAmrut P Shah Vimla Amrut ShahShantilal Premji Sh

atement showing

Nos. of Sh

by

-

atement showing

Nos. of Sh

u y la

h hah

holding of speci

hareholder

Noeq

19

12,186

12205

g holding of spe

hareholder

Noeq

19

1111

M

fied securities of

o. of fully paid upquity shares held

6,94,55,58

14,61,50,18

21,56,05,77

cified securities

o. of fully paid upquity shares held

6,94,55,58

1,10,002,22,83,92

16,02,001,47,87,15

MAJOR SHAREH

f our Company as

p

Total nos. sheld

5 6,9

8 14,6

73 21,5

of the Promote

p

Total nos. sheld

85 6,9

0025 2,200 157 1,4

HOLDERS

s of September 30

shares Share% of

sharesas p195

(A

94,55,585

61,50,188

56,05,773

er and Promoter

shares Share% of

sharesas p195

(A

94,55,585

1,10,00022,83,925

6,02,00047,87,157

0, 2016, is herein

holding as a f total no. of s (calculated

per SCRR, 7) As a %

A+B+C2)

P

No

32.21 3,6

67.790.00

0.00

0.00

100.00 3,6

Group in our C

holding as a f total no. of s (calculated

per SCRR, 7) As a %

A+B+C2)

P

No

32.21 3,6

0.0510.34 70.746.86 1,0

n below:

Number of SharePledged or otherw

encumberedo.(a) As a %

total Shareheld (

67,43,133 5

67,59,633

Company as of S

Number of SharePledged or otherw

encumberedo.(a) As a %

total Shareheld (

67,43,133 5

71,49,736 3

01,38,240 6

es wise

NumberShare

demateri% of

es (b)52.90

0.000.00

0.00

0.00

September 30, 20

es wise

NumberShare

demateri% of

es (b)

52.90

0.0032.080.00

68.56

55 

r of Equity s held in

ialized form

6,94,55,585

14,48,40,703

21,42,96,288

16, is herein

r of Equity s held in

ialized form

6,94,55,585

1,10,0002,22,83,925

16,02,0001,47,87,157

Page 57: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

CGHRMGHNNHYDKS(RLA(SAA

T

(MFIASBG

Chetna Raichand SGada Hasmukh ArHUF Richa Raichand ShMeenaxi HasmukhGada Hasmukh Arjan GNayna Shantilal ShNidhi Raichand ShHardik Amrut ShaYash Raichand ShDivij Shantilal ShaKrunal Shantilal SShantilal P Shah (HUF) Raichand Premji SLaxmiben Arjan GAmrut Premji Shah(HUF) Sub Total A1 A2) Foreign A=A1+A2

he summary state

Category of Shareholder

(B1) Institutions Mutual Funds Financial Institutions/BankAny Other (specifSub Total B1 B2) Central Government/ Stat

Shah rjan

hah h

ada hah hah ah hah ah

Shah

Shah Gada h

ement showing h

Nos. of Sh

ks fy)

te

11

11

11111111

111

19

19

holding of specifi

hareholder

Noeq

011

130

10,27,0014,82,00

13,87,005,25,00

18,87,002,64,001,16,00

40,003,59,001,31,00

43,007,80,00

2,17,34,503,45,005,52,00

6,94,55,58

6,94,55,58

ied securities of p

o. of fully paid up quity shares held

010,000

1,25,000

10,00,00011,35,000

0

00 100 1

00 100

00 100000000000000

03 2,10000

85 6,9

85 6,9

public shareholde

Total nos. sha

000

0 100 110

0,27,0004,82,000

3,87,0005,25,000

8,87,0002,64,0001,16,000

40,0003,59,0001,31,000

43,0007,80,000

7,34,5033,45,0005,52,000

94,55,585

94,55,585

ers in our Compa

ares held Shareh% of

sharesas p1957

(A+

10,0001,25,000

0,00,0001,35,000

0.480.69

0.640.24

0.880.120.050.020.170.060.020.36

10.08 1,80.160.26

32.21 3,60.00

32.21 3,6

ny as of Septemb

holding as a total no. of (calculated er SCRR, 7) As a % +B+C2)

No

0.000.000.06

0.460.520.00

2,80,000 5

3,00,000 8

3,40,000 4

85,35,157 8

67,43,133 5

67,43,133 5

ber 30, 2016, is h

Voting Rights.(a) As a %

total Votinrights

10,0001,25,000

10,00,00011,35,000

0.000.00

0.0053.33

0.000.000.000.00

83.570.000.00

43.59

85.280.000.00

52.900.00

52.90

herein below

NumberShare

demateri% of

ng s (b)

0.000.000.06

0.460.520.00

56 

10,27,00014,82,000

13,87,0005,25,000

18,87,0002,64,0001,16,000

40,0003,59,0001,31,000

43,0007,80,000

2,17,34,5033,45,0005,52,000

6,94,55,585

6,94,55,585

r of Equity s held in alized form

10,0001,25,000

10,00,00011,35,000

Page 58: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

GPCSPGCSBIclIcRSBNwAGCSB

Government(s)/ President of IndiaCentral GovernmState GovernmenPresident of IndiaGeneral Insurance Corporation of IndSub Total B2 B3) Non-InstitutiIndividual share capital up to Rs.2lacs Individual Share capital in excess oRs 2 lacs Sanjay Bhai Savji Bhai Bharodia NBFCs registeredwith RBI Any Other (SpeciGanjan Trading Company Pvt Ltd Sub Total B3 B=B1+B2+B3

a ment/ nt(s)/ a

dia

ons

2

of

d

ify)

1

1

10

11742

68

1

2

3701

1218212186

90,00,000

90,00,000

90,00,0000

6,19,86,105

3,59,86,720

230313

75,206

3,79,67,1571,49,99,499

13,60,15,1814,61,50,188

0 90

0 90

0 9005 6,19

0 3,59

8 2

6

7 3,799 1,49

8 13,608 14,61

0,00,000

0,00,000

0,00,000

9,86,105

9,86,720

2303138

75,206

9,67,1579,99,499

0,15,1881,50,188

4.17

4.17

4.170.00

28.75 6,

16.69 3,

1.07

0.03

17.61 3,6.96 1,

63.09 13,67.79 14,

90,00,000

90,00,000

90,00,000

19,86,105 2

59,86,720 1

2303138

75,206

79,67,157 149,99,499

60,15,188 6,61,50,188 6

4.17

4.17

4.170.00

28.75

16.69

1.07

0.03

17.616.96

63.0967.79

57 

90,00,000

90,00,000

90,00,000

6,06,76,620

3,59,86,720

2303138

75,206

3,79,67,1571,49,99,499

13,47,05,70314,48,40,703

Page 59: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

The decapproveCompannumber overall f

The tabduring t

Face vaDividenTotal amDividen

claration anded by our Snies Act. Th

of factors, financial con

le below setthe immediat

alue of Equity nd per share* mount of dividnd rate (%)

d payment ofShareholders he recommeincluding b

ndition. The B

ts out the dettely precedin

Particulars Shares (Rs. P(in Rs.) dend (in Rs)

D

f dividends bat their dis

endation, debut not limitBoard may a

tails of the dng three Fisca

Per Equity Sha

DIVIDEND

by our Compscretion, subclaration anted to our C

also from tim

dividends deals:

Fare)

DS

pany will bebject to the

nd paymentCompany’s p

me to time pay

eclared by ou

Fiscal 20161.00N.A N.AN.A

recommend provisionsof dividend

profits, capiy interim div

ur Company

Fiscal 201.00N.A N.AN.A

ded by our Bof the Arti

ds will depetal requirem

vidends.

on its Equit

15 Fisca1.0.

21,51

58 

Board and icles and end on a

ments and

ty Shares

al 2014.00 .01 56,0581%

Page 60: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Our statuthe stand2014, andguideline M/s BhuStatemenare also i

utory auditordalone and cod are indepe

es issued by t

uta Shah &nts included included here

rs are M/s Bonsolidated fendent auditthe ICAI.

& Co. LLP, in this Placemein.

A

Bhuta Shah financial stattors with res

Chartered Ament Docum

AUDITORS

& Co. LLPtements of o

spect to our

Accountantsment and their

S

P, Charteredour CompanyCompany in

, have alsor reports on

d Accountanty for the Fisn accordance

examined ththe Audited

ts, who havescals 2016, 2e with the ap

he Audited FFinancial St

59 

e audited 2015 and pplicable

Financial tatements

Page 61: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

60 

STATEMENT OF TAX BENEFITS STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY (INCLUDING ITS RELEVANT SUBSIDIARIES AS APPLICABLE) AND ITS SHAREHOLDERS UNDER THE APPLICABLE LAWS IN INDIA To The Board of Directors Sundaram Multi Pap Limited 5/6 Papa Industrial Estate Suren Road, Andheri (East) Mumbai-400093 Dear Sirs, Subject: Statement of Possible Tax Benefits available to the Company and its Shareholders prepared in accordance with the requirement in Schedule VIII – Part A, Clause (VII)(L) of the Securities and Exchange Board of India (Issue of Capital Disclosure Requirements) Regulations, 2009, as amended. We hereby report that the enclosed annexure, prepared by Sundaram Multi Pap Limited (CIN: L211098MH1995PLC086337) (the “Company”) states the possible tax benefits available to the Company and to the shareholders of the Company under the provisions of the Income-tax Act, 1961 (‘the Act’) as amended by the Finance Act, 2016 (i.e. applicable for financial year 2016-17, relevant to the assessment year 2017-18) presently in force in India as on the signing date. The benefits as stated are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the Act failing which the stated benefits may be wholly or partially denied. The benefits discussed in the enclosed Annexure are not exhaustive. Further, the presentation of this Statement of Possible Tax Benefits is the responsibility of the Management. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. A shareholder is advised to consult his/ her/ their own tax consultant with respect to the tax implications arising out of their participation in the proposed Qualified Institutional Placement of Equity Shares of the Company particularly in view of case specific nature of the tax consequences and the changing tax laws in India. We do not express any opinion or provide any assurance as to whether: (a) The Company or its shareholders will continue to obtain these benefits in future; or (b) The conditions prescribed for availing the benefits have been / would be met. (c) The revenue authorities / courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. We shall not be liable to the Company or any other person for any claims, liabilities or expenses whatsoever relating to this Statement. The contents of the enclosed Annexure are based on information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company and the provisions of the tax regulations stated above, as of date. The enclosed Annexure is intended solely for your information and for the inclusion in the Preliminary Placement Document, Placement Document and any other material issued by the Company, in connection with the proposed Qualified Institutional Placement of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent. For Bhuta Shah & Co LLP. Chartered Accountants Firm Registration No. 101474W Shailesh Bhuta Partner Membership No. 033958 Mumbai,

Date: 11.11.2016

Page 62: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

61 

ANNEXURE TO THE STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS SHAREHOLDERS UNDER THE APPLICABLE DIRECT TAX LAWS IN INDIA

The information provided below sets out the possible tax benefits available to the shareholders of the Company, in a summary manner only, under the direct tax laws presently in force in India (i.e. applicable for Financial Year (‘FY’) 2016-17 relevant to the assessment year (‘AY’) 2017-18). Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the applicable regulations. Hence, the ability of the Company or its shareholders to derive the possible tax benefits is linked to the fulfillment of such conditions. This is not a complete analysis or listing of all potential tax consequences of the subscription, ownership and disposal of equity shares, under the current tax laws presently in force (as on date of this Report) in India. The following overview is not exhaustive or comprehensive and is not intended to be a substitute for professional advice. INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX CONSULTANT WITH RESPECT TO THE TAX IMPLICATIONS OF AN INVESTMENT IN THE SHARES PARTICULARLY IN VIEW OF THE FACT THAT CERTAIN RECENTLY ENACTED LEGISLATION MAY NOT HAVE A DIRECT LEGAL PRECEDENT OR MAY HAVE A DIFFERENT INTERPRETATION ON THE BENEFITS, WHICH AN INVESTOR CAN AVAIL. A. UNDER THE INCOME TAX ACT, 1961 (‘THE ACT’) 1. Levy of Income-tax Levy of income-tax and provisions under the Act are dependent on the residential status of the tax payer. The provisions relevant for determination of the residential status of a tax payer are summarized herein below: 1.1 Residential status Under the Act, “Non-Resident” means a person who is not a resident in India. 1.1.1 Residential status of an individual As per the provisions of the Act, an individual is considered to be a resident in India during any FY if he or she is present in India for: (a) a period or periods aggregating to 182 days or more in that FY; or (b) a period or periods aggregating to 60 days or more in that FY and for a period or periods aggregating to 365 days or more within the four preceding years; or In the case of a citizen of India or a person of Indian origin living outside India who comes on a visit to India in any previous year, the limit of 60 days under point (b) above shall be read as 182 days. In the case of a citizen of India who leaves India as member of the crew of an Indian ship in any previous year, the limit of 60 days under point (b) above, shall be read as 182 days. Further if an individual fulfills the conditions prescribed under Section 6(6) of the Act, he/she shall be regarded as ‘Resident but not ordinarily resident’. 1.1.2 Residential status of a Company A Company is resident in India if it is formed and incorporated under the Companies Act, 1956/2013 or the place of effective management, in that year, is situated in India. For this purpose, the place of effective management (POEM) means a place where key management and commercial decisions that are necessary for the conduct of the business of an entity as a whole are, in substance made. For this purpose, the Central Board of Direct Taxes, Government of India (CBDT), for the benefit of the taxpayers as well as tax administration, is in the process of issuing a set of guiding principles to be followed in determination of POEM. 1.1.3 Residential status of a Hindu undivided family (‘HUF’), firm or AOP – A HUF, firm or other association of persons or every other person is resident in India except where, during that year, the control and management of its affairs is situated wholly outside India.

Page 63: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

62 

1.1.4 Residential status of every other person Every other person is resident in India in a FY, in every case, except where the control and management of his affairs is situated wholly outside India. 1.2 Scope of taxation In general, a person who is "resident'' in India in a FY is subject to tax in India on its global income. In the case of a person who is "non-resident'' in India, only the income that is received or deemed to be received or that accrues or is deemed to accrue or arise to such person in India, is subject to tax in India. Income earned from the equity shares of the Company would be considered to accrue or arise in India, and would be taxable in the hands of all categories of tax payers irrespective of their residential status unless specifically exempt (e.g. Dividend). However, a relief may be available under applicable Double Taxation Avoidance Agreement (‘DTAA’) to certain non-residents/ investors. 2 Benefits available to the Company: 2.1 Taxability of Business Income: Business income of the Company shall be computed in accordance with the provisions contained in Sections 30 to 43D of the Act. Special Tax Benefit available to the Company 2.1.1 Deduction of expenditure on Scientific Research Under Section 35(1)(i) and Section 35(1)(iv) of the Act, the Company is eligible for deduction in respect of any revenue and capital expenditure (other than expenditure on the acquisition of any land) respectively incurred on scientific research related to its business. Under Section 35(2AB) of the Act, a company engaged in the business of manufacture or production of any article or thing, not being an article or thing specified in the list of the Eleventh Schedule to the Act, incurring any expenditure on scientific research (not being expenditure in the nature of cost of any land and building) on in-house research and development facility as approved by the Department of Scientific and Industrial Research (‘DSIR’), is entitled to a deduction of two times of the expenditure so incurred. General Tax Benefits available to the Company 2.1.2 Depreciation Allowance: Under Section 32(1) of the Act, the Company can claim depreciation allowance at the prescribed rates in respect of the following assets owned by it and used for the purpose of its business: • Tangible assets being building, machinery, plant or furniture; • Intangible assets being know-how, patents, copyrights, trademarks, licenses, franchises or any other business or commercial rights of similar nature acquired on or after April 1, 1998. Further, in case the assets are put to use for less than 180 days in the year of acquisition, then deprecation would be calculated at the rate of 50% of applicable rate. As per Section 32(1)(iia) of the Act, the Company is entitled to claim additional depreciation at the rate of 20% of the actual cost of any new machinery or plant acquired and installed after March 31, 2005. The first proviso to Section 32(1)(iia) of the Act entitles a company to claim additional depreciation at the rate of 35% where it sets up an undertaking for manufacture of any article or thing in any notified backward area in Andhra Pradesh or Bihar or Telangana or West Bengal, after April 1, 2015 but before April 1, 2020. However, no deduction is allowed in respect of: (a) Ships and Aircraft; (b) Any machinery or plant which, before its installation by the company, was used either within or outside India by any other person; (c) Any machinery or plant installed in any office premises or any residential accommodation, including accommodation in the nature of a guest-house;

Page 64: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

63 

(d) Any office appliances or road transport vehicles; or (e) Any machinery or plant, the whole of the actual cost of which is allowed as a deduction (whether as depreciation or otherwise) in computing the income under the head ‘Profits and gains from business and profession’ of any one FY. Further, in case the assets are put to use for less than 180 days in the year of acquisition, then deprecation would be 50% of the cost of acquisition in the first year and the balance 50% would be available in the immediately succeeding previous year. 2.1.3 Investment in new plant and machinery: As per Section 32AC(1A) of the Act, the Company is entitled to a deduction of 15% of actual cost of ‘new assets’ acquired and installed in a FY subject to the fact that the aggregate amount of actual cost of such new assets should exceed Rs. 25 crores. No deduction under Section 32AC(1A) of the Act would be available from FY 2017-18 onwards. Further, in case the new asset acquired or and installed is transferred by the Company, except in connection with amalgamation/demerger, within 5 years from the date of its installation, the amount of deduction allowed under Section 32AC (1A) of the Act, would be deemed to be income under the head ‘Profits and Gains from business or profession’ of the year in which such new asset is sold or otherwise transferred. This tax treatment is in addition to the taxability of gains arising on transfer of new asset. The term ‘new asset’ means any new plant and machinery but does not include: • Ships and Aircraft; • Any machinery or plant which, before its installation by the company, was used either within or outside India by any other person; • Any machinery or plant installed in any office premises or any residential accommodation, including accommodation in the nature of a guest-house; • Any office appliances including computers or computer software • Any vehicle; or • Any machinery or plant, the whole of the actual cost of which is allowed as a deduction (whether as depreciation or otherwise) in computing the income under the head ‘Profits and gains from business and profession’ of any one FY. 2.1.4 Carry forward of unabsorbed depreciation, unabsorbed business losses Under Section 32(2) of the Act, the Company can carry forward and set off unabsorbed depreciation of one FY and adjust against any source of income of subsequent years. Under Section 72 of the Act, unabsorbed business loss (other than from speculation), if any can be carried forward and set off against business profits of subsequent years (up to 8 consecutive years) subject to prescribed conditions. However, as per Section 80 of the Act, the unabsorbed business loss can be carried forward only when the return of income has been filed within the time prescribed under Section 139(1) of the Act. Under Section 72A of the Act, pursuant to business re-organizations such as amalgamation, demerger, etc., the successor company shall be allowed to carry forward any accumulated tax losses/unabsorbed depreciation of the predecessor company subject to fulfillment of prescribed conditions. 2.1.5 Other Benefits

1. As per the provisions of Section 35D of the Act, any specified preliminary expenditure incurred by an Indian company before the commencement of its business or after commencement of its business, in connection with the extension of an undertaking or setting up of a new unit, shall be allowed a deduction of an amount equivalent to one-fifth of such expenditure for each of the five successive financial years beginning with the financial year in which the extension of the undertaking is completed or the new unit commences production or operation. However, any expenditure in excess of 5% of the cost of the project or the capital employed in the business of the Company, shall be ignored for the purpose of computing the deduction allowable under section 35D of the Act.

2. As per the explanation to Section 37 of the Act, any expenditure incurred by the Company on the activities relating to Corporate Social Responsibility (‘CSR’) referred to in section 135 of the Companies

Page 65: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

64 

Act, 2013 shall not be deemed to be an expenditure incurred by the Company for the purpose of the business or profession. However, CSR expenditure which is of the nature described in provisions of Sections 30 to 36 of the Act shall be allowed as deduction under respective sections, subject to fulfillment of conditions, if any, specified therein.

2.1.6 Deduction for donations The Company is entitled to a deduction under Section 80G of the Act in respect of amounts contributed as donations to various charitable institutions and funds covered under that Section, in respect of such amounts and subject to the fulfillment of conditions prescribed therein. No deduction shall be allowed under Section 80G of the Act for any sum exceeding Rs.10,000 unless such sum is paid by any mode other than cash. 2.2 Taxability of Capital Gains 2.2.1 Capital assets may be categorized into short-term capital assets and long-term capital assets based on the period for which they are held by a tax payer. A security (other than a unit) listed in a recognized stock exchange in India or units of the Unit Trust of India established under the Unit Trust of India Act, 1963 or a unit of an equity oriented fund or a zero coupon bond are considered as long-term capital assets if they are held for a period of more than 12 months immediately preceding the date of their transfer. Consequently, capital gains arising on sale of these assets are considered as ‘long-term capital gains’ or LTCG. Capital gains arising on sale of these assets held for a period of 12 months or less are considered as 'short term capital gains' or STCG. In case of a share of a Company (not being a share listed in a recognized stock exchange in India), it shall be considered as long-term capital asset if it has been held by VEIL for more than 24 months immediately preceding the date of its transfer. 2.2.2 As per Section 10(38) of the Act, capital gains arising from transfer of a long-term capital asset being an equity share in the Company or an unit of an equity oriented fund, where the transaction of sale is chargeable to Securities Transaction Tax (‘STT’) or in case the sale is transacted through a recognized stock exchange located in any International Financial Services Center (IFSC) and where the consideration for such transaction is paid or payable in foreign currency, shall be exempt from tax in the hands of the Company. For this purpose, ‘Equity oriented fund’ means a fund – i) where the investible funds are invested by way of equity shares in the domestic companies to the extent of more than 65% of the total proceeds of such funds; and ii) which has been set up under a scheme of a Mutual fund specified under Section 10(23D) of the Act. However, the long-term capital gains arising on sale of share or units referred above shall not be reduced while calculating the book profit under the provisions of Section 115JB of the Act. In other words, such book profit shall include the long-term capital gain as referred to in Section 10(38) of the Act and the Company will be required to pay MAT @ 18.5% (9% in the case of an assesse being a unit located in an IFSC) (increased by surcharge and cesses as applicable) on such book profit. 2.2.3 Section 48 of the Act, (which prescribes the mode of computation of capital gains) provides for deduction of cost of acquisition / improvement and expenses incurred in connection with the transfer of a capital asset from the sale consideration to arrive at the amount of capital gains. However, in respect of long-term capital gains (as defined above), a deduction of indexed cost of acquisition / improvement is available. Indexed cost of acquisition means an amount which bears to the cost of acquisition the same proportion as Cost Inflation Index (CII) for the year in which the asset is transferred bears to the CII for the first year in which the asset was held by the taxpayer or for the year beginning on April 1, 1981, whichever is later. In other words, indexed cost of acquisition is computed as under: Cost of acquisition (x) CII of the FY in which the asset is transferred CII of the FY in which the asset was first held by the tax payer or for the year beginning on April 1, 1981 whichever is later.

Page 66: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

65 

2.2.4 As per the provisions of Section 112 of the Act, long-term capital gains to the extent not exempt under Section 10(38) of the Act would be subject to tax in the hands of the Company at the rate of 20% (plus applicable surcharge, education cess and secondary & higher education cess). However, as per the proviso to Section 112(1) of the Act, if the tax on long-term capital gains resulting from transfer of listed securities (other than a unit) to the extent not exempt under Section 10(38) of the Act, calculated at the rate of 20% (with indexation benefit) exceeds the tax on long-term gains computed at the rate of 10% (without indexation benefit), then such gains are chargeable to tax at the concessional rate of 10% (without indexation benefit) (plus applicable surcharge, education cess and secondary & higher education cess). 2.2.5 As per the provisions of Section 111A of the Act, short-term capital gains on sale of equity shares or units of an equity oriented fund, where the transaction of sale is chargeable to STT or in case the sale is transacted through a recognized stock exchange located in any International Financial Services Center and where the consideration for such transaction is paid or payable in foreign currency, shall be subject to tax at a rate of 15% (plus applicable surcharge, education cess and secondary & higher education cess). Short-term capital gains arising from transfer of shares, other than those covered by Section 111A of the Act, would be subject to tax at the normal rate as applicable to the Company which is presently 30% (plus surcharge, education cess and secondary & higher education cess as may be applicable). 2.2.6 Under Section 54EC of the Act and subject to the conditions specified therein, long-term capital gains arising to the Company would be exempt from tax if such capital gains are invested within 6 months after the date of such transfer in long term (i.e. redeemable after 3 years) specified assets, being bonds (as presently notified) issued by: i) National Highway Authority of India constituted under Section 3 of The National Highways Authority of India Act, 1988; or ii) Rural Electrification Corporation Limited, the Company formed and registered under the Companies Act, 1956. The investment made in such bonds during any FY cannot however exceed Rs.5,000,000. If only a part of the capital gains is invested, the exemption available shall be in the same proportion as the cost of long term specified assets bears to the whole of the capital gain. However, in case the long term specified assets are transferred or converted into money within 3 years from the date of their acquisition, the amount of capital gains so exempt shall be chargeable to tax during the year of such transfer or conversion. As long term capital gains covered under Section 10(38) of the Act are exempt from tax, there is no requirement to invest under Section 54EC of the Act in such cases. 2.2.7 Under Section 54EE of the Act and subject to the conditions specified therein, long-term capital gains arising to any assessee would be exempt from tax if such capital gains are invested within 6 months after the date of such transfer in long term specified asset, which mean unit or units, issued before April 1, 2019 of such fund as may be notified by the Central Government in this behalf, subject to investment ceiling of Rs. 50 lakhs. 2.2.8 As per Section 50 of the Act, where a capital asset is forming part of a block of assets in respect of which depreciation has been allowed under the Act, capital gains shall be computed in the following manner: • where full value of consideration on account of transfer of any asset forming part of block of asset, as reduced by expenditure incurred wholly or exclusively in connection with transfer, exceeds the written down value of block of assets and actual cost of assets acquired during the year, such excess shall be deemed to be short term capital gains and taxed accordingly. • where any block of assets ceases to exist, for the reason that all the assets in that block are transferred, the difference between the consideration arising on result of transfer and the written down value of block of assets and the actual cost of assets acquired during the year, shall be deemed to be short term capital gains / (losses) and taxed accordingly. 2.2.9 Under Section 70(2) of the Act, the Company can set off short term capital loss against other short term capital gain or long term capital gain. Under Section 70(3) of the Act, the Company can set off long term capital loss against other long term capital gain alone. Under Section 74 of the Act, the unabsorbed short term capital loss can be carried forward and set off against capital gains (whether short term or long term) of subsequent years (upto 8 years). Unabsorbed long term capital loss can be carried forward and set off against long term capital gains only, of subsequent years (upto 8 years). However as per Section 80 of the Act, the unabsorbed capital loss can be carried forward only when the return of income has been filed within the time prescribed under Section 139(1) of the Act.

Page 67: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

66 

2.3 Taxability of Dividends 2.3.1 As per provisions of Section 10(34) read with Section 115-O of the Act, dividend (both interim and final), if any, received by the Company on its investments in shares of another Domestic Company is exempt from tax, provided that such dividend is subject to Dividend Distribution Tax (DDT) in the hands of dividend declaring company. The dividend referred to in this context includes distribution by a Company out of accumulated profits. 2.3.2 The domestic company distributing dividends will be liable to pay DDT at the rate of 15% on gross basis on the amount of dividend payable (plus a surcharge of 12% on the dividend distribution tax and education cess and secondary and higher education cess of 2% and 1% respectively on the amount of dividend distribution tax and surcharge thereon). The amount of distribution of dividend to shareholders has to be grossed up for the purpose of DDT, so that the shareholders receive the net distributed profits, in full. Thus, the effective rate of DDT would be 20.36% of the amount of dividend declared, distributed or paid by the Company. In calculating the amount of dividend on which DDT is payable, dividends (if any, received by the Company during the assessment year and subject to fulfillment of the conditions), shall be reduced by: • dividends received by the domestic company from a subsidiary of the Company (a company shall be a subsidiary of another company, if such other company, holds more than half in nominal value of the equity shares capital of the company) & which has been subjected to DDT; or • where such subsidiary is a foreign company, the tax is payable under Section 115BBD of the Act by the domestic company. As per the proviso to this Section, the same amount of dividend would not be taken into account for reduction more than once. 2.3.3 As per provisions of Section 10(35) of the Act, income received in respect of units of a mutual fund specified under Section 10(23D) of the Act (other than income arising from transfer of such units) is exempt from tax. 2.3.4 Under Section 14A of the Act, no deduction is permitted in respect of expenditure incurred in relation to earning of income which is not chargeable to tax including dividends exempt under Section 10(34) of the Act. The expenditure relatable to ‘exempt income’ needs to be determined in accordance with the provisions specified in Section 14A of the Act read with Rule 8D of the Income-tax Rules, 1962 (‘the Rules’). 2.4 Availing the benefit of Double Taxation Avoidance Agreement (DTAA) Under the provisions of Section 90 of the Act, the Company shall be eligible for claiming credit of taxes doubly paid by it on income, both in India and in the foreign countries with which the Government of India has entered into DTAA. The tax credit shall be available as per the provisions of the Act or the relevant DTAA, whichever are more beneficial to the taxpayer. Section 91 of the Act provides for unilateral relief in respect of taxes paid on incomes in the foreign countries with which no DTAA exists. Under the provisions of said Section, the Company shall be entitled to deduction from the Indian income-tax of sum calculated on such doubly taxed income at the Indian rate of tax or rate of tax in the foreign country, whichever is lower. 2.5 Corporate Tax Rate and Minimum Alternative Tax (‘MAT’) 2.5.1 The tax rate applicable to the CFSL for the FY ended March 31, 2017 is 29% (in case turnover is upto Rs. 5 crore) or 30% (in case turnover exceeds Rs. 5 crore) on taxable income under the normal provision of the Act or 18.5% on book profits under MAT, whichever is higher. A surcharge on income tax of 7% is case of domestic company having a total income exceeding Rs. one crore, but not exceeding Rs. Ten crore and 12% in case of domestic company having a total income exceeding Rs. ten crore. Education cess of 2% and Secondary & Higher Education cess of 1% is levied on the amount of tax and surcharge. 2.5.2 As per provisions of Section 115JAA of the Act, the Company is eligible to claim credit for MAT paid in the current year against the normal income-tax payable in subsequent years. MAT credit is allowed for any assessment year to the extent of difference between the tax payable as per the normal provisions of the Act and the tax paid under Section 115JB for that assessment year. Such MAT credit is available for set-off up to 10 years succeeding the assessment year in which the MAT credit arises.

Page 68: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

67 

3 Benefits available to the Shareholders: 3.1 Taxability of Dividends 3.1.1 Under Section 10(34) of the Act, income by way of dividends (whether interim or final) referred to in Section 115-O of Act received on the equity shares is exempt from income-tax in the hands of shareholders. W.e.f. FY 2016-17, income by way of dividend (in aggregate) in excess of Rs. 10 lakh shall be chargeable to tax in the case of an individual, Hindu undivided family (HUF) or a firm who is resident in India, at the rate of 10%. The taxation of dividend income in excess shall be on gross basis. 3.1.2 Under Section 115E of the Act, where the dividend income is received by a Non-Resident Indian (‘NRI’) (other than dividend exempt under Section 10(34) of the Act), then the same is taxable at the rate of 20% (increased by surcharge and cesses as applicable) provided the investment has been made in convertible foreign exchange. NRI means an individual being a Citizen of India or a Person of Indian origin who is a non-resident. The NRI may, by election, choose to be governed by this Section which provides for concessional rate of tax, else taxation would be computed by applying normal provisions. 3.1.3 Where such dividend is received by a Company, such dividend is to be excluded while computing MAT liability. However, it is pertinent to note that Section 14A of the Act restricts claims for deduction of expenses incurred in relation to exempt income. Thus, any expense incurred to earn the exempt dividend income is not allowable expenditure in accordance with Section 14A of the Act and rules thereunder. 3.1.4 As per section 94(7) of the Act, losses arising from sale/transfer of shares, where such shares are purchased within the said three months prior to the record date and sold within three months from the record date, will be disallowed to the extent such loss does not exceed the amount of dividend claimed exempt. ‘Record date’ means such date as may be fixed by a Company for the purposes of dividend distribution. 3.1.5 As per section 56(2(vii) of the Act, where an individual or Hindu Undivided Family received the shares a) without consideration where the aggregate fair market value of such shares exceeded Rs. 50,000 or b) for a consideration which was less than the aggregate fair market value of such shares by Rs. 50,000, then the fair market value of such shares shall be treated as ‘income from other sources’ in the hands of the recipient individual or Hindu Undivided Family. This provision shall not apply to any shares received from any relative (defined under the Act) or on the occasion of the marriage of the individual or under a will and so on. 3.2 Taxability of Capital Gains 3.2.1 Capital assets may be categorized into short-term capital assets and long-term capital assets based on the period for which they are held by a tax payer. A security (other than a unit) listed in a recognized stock exchange in India or units of the Unit Trust of India established under the Unit Trust of India Act, 1963 or a unit of an equity oriented fund or a zero coupon bond are considered as long-term capital assets if they are held for a period more than 12 months immediately preceding date of their transfer. Consequently, capital gains arising on sale of these assets are considered as ‘long-term capital gains’. Capital gains arising on sale of these assets held for a period of 12 months or less are considered as 'short term capital gains'. 3.2.2 As per Section 10(38) of the Act, capital gains arising from transfer of a long-term capital asset being an equity share in the Company or an unit of an equity oriented fund, where the transaction of sale is chargeable to Securities Transaction Tax (‘STT’) or in case the sale is transacted through a recognized stock exchange located in any International Financial Services Center and where the consideration for such transaction is paid or payable in foreign currency, shall be exempt from tax in the hands of the Company. For this purpose, ‘Equity oriented fund’ means a fund – i) Where the investible funds are invested by way of equity shares in the domestic companies to the extent of more than 65% of the total proceeds of such funds; and ii) Which has been set up under a scheme of a Mutual fund specified under Section 10(23D) of the Act. However, the long-term capital gains arising on sale of share or units referred above shall not be reduced while calculating the book profit under the provisions of Section 115JB of the Act. In other words, such book profit shall include the long-term capital gain as referred to in Section 10(38) of the Act and the Company will be required to pay MAT @ 18.5% (plus applicable surcharge, education cess and secondary & higher education cess) on such book profit.

Page 69: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

68 

3.2.3 Section 48 of the Act, (which prescribes the mode of computation of capital gains) provides for deduction of cost of acquisition / improvement and expenses incurred in connection with the transfer of a capital asset from the sale consideration to arrive at the amount of capital gains. However, in respect of long-term capital gains (as defined above), a deduction of indexed cost of acquisition / improvement is available. Indexed cost of acquisition means an amount which bears to the cost of acquisition the same proportion as Cost Inflation Index (CII) for the year in which the asset is transferred bears to the CII for the first year in which the asset was held by the taxpayer or for the year beginning on April 1, 1981, whichever is later. In other words, indexed cost of acquisition is computed as under: Cost of acquisition (x) CII of the FY in which the asset is transferred CII of the FY in which the asset was first held by the tax payer or for the year beginning on April 1, 1981 whichever is later. 3.2.4 As per the provisions of Section 112 of the Act, long-term capital gains to the extent not exempt under Section 10(38) of the Act would be subject to tax in the hands of the Company at the rate of 20% (increased by surcharge and cesses as applicable) However, as per the proviso to Section 112(1) of the Act, if the tax on long-term capital gains resulting from transfer of listed securities (other than a unit) to the extent not exempt under Section 10(38) of the Act, calculated at the rate of 20% (with indexation benefit) exceeds the tax on long-term gains computed at the rate of 10% (without indexation benefit), then such gains are chargeable to tax at the concessional rate of 10% (without indexation benefit) (increased by surcharge and cesses as applicable). 3.2.5 As per the provisions of Section 111A of the Act, short-term capital gains on sale of equity shares or units of an equity oriented fund, where the transaction of sale is chargeable to STT or in case the sale is transacted through a recognized stock exchange located in any International Financial Services Center and where the consideration for such transaction is paid or payable in foreign currency, shall be subject to tax at a rate of 15% (increased by surcharge and cesses as applicable). Short-term capital gains arising from transfer of shares, other than those covered by Section 111A of the Act, would be subject to tax at the normal rate as applicable to the Company which is 30% (increased by surcharge and cesses as applicable). 3.2.6 In case of a NRI, any LTCG arising from transfer of shares (not exempt under Section 10(38) of the Act) shall be taxed at a concessional rate of 10% (increased by surcharge and cesses as applicable) without the indexation benefit but with protection against foreign exchange fluctuation under the first proviso to Section 48 of the act, subject to satisfaction of certain conditions. The NRI may, by election, choose to be governed by this Section which provides for concessional rate of tax, else taxation would be computed by applying normal provisions. 3.2.7 Under Section 54EC of the Act and subject to the conditions specified therein, long-term capital gains arising to the Company would be exempt from tax if such capital gains are invested within 6 months after the date of such transfer in long term (i.e. redeemable after 3 years) specified assets, being bonds issued by: i) National Highway Authority of India constituted under Section 3 of The National Highways Authority of India Act, 1988; or ii) Rural Electrification Corporation Limited, the Company formed and registered under the Companies Act, 1956. The investment made in such bonds during any FY cannot exceed Rs.5,000,000. If only a part of the capital gains is invested, the exemption available shall be in the same proportion as the cost of long term specified assets bears to the whole of the capital gain. However, in case the long term specified assets are transferred or converted into money within 3 years from the date of its acquisition, the amount of capital gains so exempt shall be chargeable to tax during the year of such transfer or conversion. As long term capital gains covered under Section 10(38) of the Act are exempt from tax, there is no requirement to invest under Section 54EC of the Act in such cases. 3.2.8 Under Section 54EE of the Act and subject to the conditions specified therein, long-term capital gains arising to any assessee would be exempt from tax if such capital gains are invested within 6 months after the date of such transfer in long term specified asset, which mean unit or units, issued before April 1, 2019 of such fund as may be notified by the Central Government in this behalf, subject to investment ceiling of Rs. 50 lakhs. 3.2.9 Under Section 54F of the Act and subject to the conditions specified therein, LTCG arising arising to an individual or HUF from transfer of shares is exempt from tax if the net consideration from such transfer is utilized

Page 70: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

69 

within a period of one year before or two years after the date of transfer, for purchase of a new residential house, or for construction of residential house property, in India, within three years from the date of transfer. 3.2.10 Under Section 70(2) of the Act, the Company can set off short term capital loss against other short term capital gain or long term capital gain. Under Section 70(3) of the Act, the Company can set off long term capital loss against other long term capital gain alone. Under Section 74 of the Act, the unabsorbed short term capital loss can be carried forward and set off against capital gains (whether short term or long term) of subsequent years (upto 8 years). Unabsorbed long term capital loss can be carried forward and set off against long term capital gains only, of subsequent years (upto 8 years). However as per Section 80 of the Act, the unabsorbed capital loss can be carried forward only when the return of income has been filed within the time prescribed under Section 139(1) of the Act. 4 Benefits available to the Foreign Institutional Investors (‘FII’s): 4.1.1 Taxability of Dividends 4.1.2 Under Section 10(34) of the Act, income by way of dividends (whether interim or final) referred to in Section 115-O of Act received on the equity shares is exempt from income-tax in the hands of shareholders. 4.1.3 Where such dividend is received by a Company, such dividend is to be excluded while computing MAT liability. However, it is pertinent to note that Section 14A of the Act restricts claims for deduction of expenses incurred in relation to exempt income. Thus, any expense incurred to earn the exempt dividend income is not allowable expenditure in accordance with Section 14A of the Act and rules thereunder. 4.1.4 As per section 94(7) of the Act, losses arising from sale/transfer of shares, where such shares are purchased within the said three months prior to the record date and sold within three months from the record date, will be disallowed to the extent such loss does not exceed the amount of dividend claimed exempt. ‘Record date’ means such date as may be fixed by a Company for the purposes of dividend distribution. 4.2 Taxability of Capital Gains 4.2.1 Capital assets may be categorized into short-term capital assets and long-term capital assets based on the period for which they are held by a tax payer. A security (other than a unit) listed in a recognized stock exchange in India or units of the Unit Trust of India established under the Unit Trust of India Act, 1963 or a unit of an equity oriented fund or a zero coupon bond are considered as long-term capital assets if they are held for a period more than 12 months immediately preceding date of their transfer. Consequently, capital gains arising on sale of these assets are considered as ‘long-term capital gains’. Capital gains arising on sale of these assets held for a period of 12 months or less are considered as 'short term capital gains'. 4.2.2 Section 2(14) of the Act provides that any security including equity shares held by a FII who has invested in such securities in accordance with the regulations made under Securities & Exchange Board of India Act, 1992 would be treated as a capital asset so that any income arising from transfer of such security by the FII would be treated in the nature of capital gains and not in the nature of income from business. 4.2.3 Under Section 10(38) of the Act, LTCG arising to a shareholder on transfer of equity shares would be exempt from tax where the sale transaction has been entered into on a recognized Stock Exchange of India and is liable to STT. 4.2.4 Under Section 115AD(1)(ii) of the Act, income by way of STCG arising to the FII on transfer of shares shall be chargeable at a rate of 30%, where such transactions are not subjected to STT, and at the rate of 15% if such transaction of sale is entered on a recognized stock exchange in India and is chargeable to STT. The above rates are to be increased by surcharge at the rate of 2% where income of the FII shall be between Rs. 1 – 10 crores and at the rate of 5% for income beyond Rs. 10 crores. Education cess of 2% and Secondary & Higher Education cess of 1% is levied on the amount of tax and surcharge. 4.2.5 Under Section 115AD(1)(iii) of the Act, income by way of LTCG arising from the transfer of shares (in cases not covered under Section 10(38) of the Act) held in the Company will be taxable at the rate of 10% (increased by surcharge and cesses as applicable). The benefits of indexation of cost and of foreign currency fluctuations are not available to FIIs.

Page 71: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

70 

4.2.6 Under Section 54EC of the Act and subject to the conditions specified therein, long-term capital gains arising to the Company would be exempt from tax if such capital gains are invested within 6 months after the date of such transfer in long term (i.e. redeemable after 3 years) specified assets, being bonds issued by: i) National Highway Authority of India constituted under Section 3 of The National Highways Authority of India Act, 1988; or ii) Rural Electrification Corporation Limited, the Company formed and registered under the Companies Act, 1956. The investment made in such bonds during any FY cannot exceed Rs.5,000,000. If only a part of the capital gains is invested, the exemption available shall be in the same proportion as the cost of long term specified assets bears to the whole of the capital gain. However, in case the long term specified assets are transferred or converted into money within 3 years from the date of its acquisition, the amount of capital gains so exempt shall be chargeable to tax during the year of such transfer or conversion. As long term capital gains covered under Section 10(38) of the Act are exempt from tax, there is no requirement to invest under Section 54EC of the Act in such cases. 4.2.7 Under Section 54EE of the Act and subject to the conditions specified therein, long-term capital gains arising to any assessee would be exempt from tax if such capital gains are invested within 6 months after the date of such transfer in long term specified asset, which mean unit or units, issued before April 1, 2019 of such fund as may be notified by the Central Government in this behalf, subject to investment ceiling of Rs. 50 lakhs. 4.3 Availing the benefit of DTAA 4.3.1 In respect of FIIs, the tax rates and consequent taxation mentioned above will be further subject to any benefits, if any, available under the DTAA between India and the country of residence of the FII. As per Section 90(2) of the Act, the provisions of the Act or the DTAA, whichever are more beneficial to the taxpayer, would be applicable. Thus, FIIs can opt to be governed by the provisions of the Act or the applicable tax treaty, whichever is more beneficial. 4.3.2 As per section 90(4) of the Act, the FIIs shall not be entitled to claim relief under section 90(2) of the Act, unless a certificate of their being a resident in any country outside India, is obtained by them from the government of that country i.e. Tax Residency Certificate. As per section 90(5) of the Act, the FIIs shall be required to provide such other information, as may be notified. 4.4 Deduction of Tax At-Source As per Section 196D of the Act, no tax is to be deducted from any income, by way of capital gains (short term or long-term) arising from the transfer of securities referred to in section 115AD, payable to a FII. 5 Benefits available to Venture Capital Funds / Companies: 5.1 Under Section 10(23FB) of the Act, any income of Venture Capital Companies or Venture Capital Funds registered with the Securities and Exchange Board of India, from investment in a venture capital undertaking would be exempt from income tax, subject to conditions specified therein. ‘Venture capital undertaking’ means: • A venture capital undertaking as defined in clause (n) of the regulation 2 of Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 or • A venture capital undertaking as defined in clause (aa) of sub regulation (1) of regulation 2 of Alternate Investment Fund Regulations. 5.2 According to Section 115U of the Act, any income accruing or arising to or received by a person from his investment in venture capital companies/ funds would be taxable in his hands in the same manner as if it were the income accruing/ arising/ received by such person had the investments been made directly in the venture capital undertaking. 5.3 Further, as per Section 115U(5) of the Act, the income accruing or arising to or received by the Venture Capital Company/ Funds from investments made in a Venture Capital Undertaking if not paid or credited to a person (who has made investments in a Venture Capital Company/ Fund) shall be deemed to have been credited to

Page 72: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

71 

the account of the said person on the last day of the previous year in the same proportion in which such person would have been entitled to receive the income had it been paid in the previous year. 6 Benefits available to Investment Funds 6.1 Under Section 10(23FBA) of the Act, any income except for income under the head "Profits and Gains of Business/ Profession" of Investment fund, registered as Category-I or category-II Alternative Investment Fund under the Securities and Exchange Board of India (Alternate Investment Fund) regulations, 2012 would be exempt from income tax, subject to conditions specified therein. 6.2 According to Section 115UB of the Act, any income accruing or arising to or received by a person from his investment in investment funds would be taxable in his hands in the same manner as if it were the income accruing/ arising/ received by such person had the investments been made directly in the company. 6.3 Further, as per Section 115UB(6) of the Act, the income accruing or arising to or received by the Investment Fund if not paid or credited to a person (who has made investments in an Investment Fund) shall be deemed to have been credited to the account of the said person on the last day of the previous year in the same proportion in which such person would have been entitled to receive the income had it been paid in the previous year. 7 Benefits available to the Mutual Funds: Under 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 thereunder or mutual funds set up by public sector banks or public financial institutions or mutual funds authorized by the Reserve Bank of India, is exempt from tax, subject to such conditions as the Central Government may, by notification in the Official Gazette, specify in this behalf. B. UNDER THE WEALTH TAX ACT, 1957 The Finance Act, 2015 has abolished the levy of wealth tax under the Wealth Tax Act, 1957 with effect from 1 April 2016. C. UNDER THE GIFT TAX ACT, 1958 Gift made after 1 October 1998 is not liable for any gift tax, and hence, gift of shares of the company would not be liable for any gift tax. Notes: 1. The above statement of possible direct tax benefits sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of Shares. 2. The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law benefits or benefit under any other law. 3. The above statement states the possible tax benefits available to the Company and to the shareholders of the Company under the provisions of the Income-tax Act, 1961 (‘the Act’) as amended by the Finance Act, 2016 (i.e. applicable for financial year 2016-17, relevant to the assessment year 2017-18) presently in force in India as on the signing date. The benefits as stated are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the Act failing which the stated benefits may be wholly or partially denied. 4. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. A shareholder is advised to consult his/ her/ their own tax consultant with respect to the tax implications arising out of their participation in the proposed Qualified Institutional Placement of Equity Shares of the Company particularly in view of case specific nature of the tax consequences and the changing tax laws in India.

Page 73: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

72 

5. In respect of non-residents, the tax rates mentioned above would be further subject to specific benefits, if any, available under the relevant Double Taxation Avoidance Agreement, between India and the Country in which the non-resident has tax domicile. 6. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume responsibility to update the views consequent to such changes.

Page 74: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

For detaaccordan“Financi

The folloAudited Cthis PlacFinanciaof our Co

The finaoperationfuture op

ils of the relnce with the reial Statements

owing selectedConsolidated cement Documal Condition aompany.

ncial informans, financial p

perating perfor

RE

ated party traequirement uns”.

d financial inFinancial Sta

ment. You shoand Results of

ation includedposition and crmance.

ELATED PA

ansactions ennder applicable

nformation isatements prepould refer tof Operations”,

d in this Placcash flows for

ARTY TRA

ntered into due accounting s

extracted fropared in accothe section t, for further d

cement Docuthe future and

ANSACTION

uring the immstandards issu

om and shouordance with Ititled “Managdiscussion and

ument does nod its past ope

NS

mediately precued by the ICA

ld be read inIndian GAAPgement's Discd analysis of t

ot reflect ourrating results

ceding three AI, see the sec

n conjunctionP, included elscussion and Athe financial s

r Company’s are no guara

73 

fiscals, in ction titled

n with, the sewhere in Analysis of statements

results of antee of its

Page 75: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Pa

EQShShRe MiNocurLiaLoOth CuShTraOthSh

To

ASNocurAsFixAsTanAsIntAsCaWoProNoDeLo

To

Summa

articulars

QUITY AND LIareholders' fundare Capital serves & Surplu

inority Interest on- rrent abilities ng term Borrowher Long-term L

urrent Liabilitiesort-term Borrowade Payables her Current Liabort-term Provisi

otal

SSETS on-rrent sets

xed sets ngible sets

tangible sets

apital ork-In-ogress on-current Inveseferred Tax Asseng-term Loans

otal

ary Consolidat

IABILITIES ds

us

wings Deferred TLiabilities Long

s wings

bilities ions

stments ets (Net) and Advances

ted Balance S

Tax Liabilities (-term P rovision

Sheet as at Ma

As

(Net) ns

arch 31, 2016

at 31st March, 2016

2156.06 6008.918164.97

2191.36 217.34

- 11.86

2420.56

4586.24 966.10

2856.52 15.66

8424.5219010.05

8672.28 520.65

6.06 -

519.55 608.77

10327.31

4483.54 3035.29

161.57 1000.87

1.478682.74

19010.05

6, 2015 and 20

As at 31st M

27395

463

50

399

23

72 21

94

6

56

11

6725

12

1021

014

(RupMarch,

2015 As at

156.06 345.64 501.70

684.70 361.34

- 33.91

079.95

942.68 973.07 335.20

40.04 290.99 1872.64

478.29 667.19

- 0.50

519.55 624.05

1289.58

725.12 517.57 130.53 208.29

1.55 0583.06 1872.64

75

pees in lakhs) t 31st March,

2014

2156.06 12464.0514620.11

2077.07

26.912103.98

8977.85 1464.44 1665.03

25.2212132.5428856.63

12936.24 851.73

- 0.50

158.22 747.60

14694.29

6419.26 5305.14

152.88 2283.58

1.4714162.3328856.63

Page 76: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Sum

ParRevOthTotExpCoPurChin TEmFinDepOthTotPro ExProTax(1) (2) (3) ProEarBaDil

mmary Consol

rticulars venue from Opeher Income tal Income (I) penses: st of Materials Crchases of Stockange in InventoTrade

mployee Benefit nance Costs preciation and Aher Expenses tal Expenses (Iofit/(Loss) befo

ceptional Items ofit before tax x Expense: Current tax Deferred tax chTax for Earlier

ofit After Tax rnings per Equitsic luted

lidated Statem

erations

Consumed k-in-Trade ries of Finished

Expense

Amortization Ex

II) re extraordina

harges/credit r Year

ty Share (Rs.)

ment of Profit

d Goods, Work-i

xpense

ary items and T

t and Loss for

in-progress and

Tax (I)-(II)

r the year end

en

Stock-

ded March 31

For the year nded March 31

20169852.83

27.409880.23

6049.96191.52

1231.89373.45

1219.04398.85743.95

10208.66(328.42

(688.71(1017.13

(144.00(1.37

871.16

(0.40(0.40

1, 2016, 2015 a

(Rupees

1

For the y

ended Mar6 20153 0 3

6 2

9 5 4 5 5 6

2)

) 3)

-

0) 7) 6

0) 0)

84

85

5920

(114

165

10105(20

(3

((22

and 2014

s in lakhs)

year rch 31

For

ended5 492.13

20.53 512.66

986.55 086.37

39.02) 429.89 605.78 529.04 014.74 513.35

000.69)

40.31) 2341

- -

(74.16) 266.84)

(1.05) (1.05)

76

r the year d March 31

2014 15637.25

64.19 15701.44

6880.54 4122.48

686.44 472.12

1710.18 691.49

1739.08 16302.33(600.89)

-600.89

46.09

(273.98) (14.21)

(358.77)

(0.17) (0.17)

Page 77: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Summ

mary o f Cons

ParticuA Cash F

Net ProExtraoAdjustmDepreciInterestDividenPrelimin

Interest(Profit)OperatCapitalAdjustm

Trade R

InventoLoans aOther C

Trade POther LCash geDirect TNet CaActiviti

B Cash flPurchasPurchasSale of Sale of InterestDividenNet CaActiviti

C Cash F(RepaymBorrow

InterestInterest

Dividen

olidated State

ulars Flow from Opeofit /(Loss) befrdinary items

ments for: iation & Amort Income nd Income nary Expensest Paid )/Loss on sale ting Profit befl Changes ments for:

Receivables

ories and advances Current Assets

Payables Liabilities & Prenerated from OTaxes Paid (Nesh Flow Fromies low from Invese of Tangible se of IntangibleTangible FixedInvestment

t Received nd Received sh Flow Fromies

Flow from Finament) of / Proc

wings t Received t Paid nd Paid (Incl. o

ement of Cash

erating Activitfore tax and

s

rtization

s W/off

of Assets (Netfore Working

rovision Operations et)

m Operating

esting ActivitieFixed Assets (e Fixed Assets d Assets

m Investing

ancial Activiticeeds from

of Tax)

h Flow For

M3

ties

t)

es (Net) (Net)

ies

r the year ended March 31,2016

e

(1017.12)

398.85 (241.89)

- -

1460.92 (862.39)

(517.72)

2241.58 207.45 0.075

(6.97) 520.32

2183.11 (7.77)

2175.33

(21.63) (6.05)

951.71 0.5

241.89 -

1166.41

(1849.78) -

(1460.92) -

For the year ended March

31,2015

(2341.00)

529.03(131.89)(0.075)

-1967.76(834.56)

2787.57

(305.86)1302.24(0.075)

(491.37)677.18

3158.96(10.81)

3169.76

(76.66)-

1173.09--

0.075

1096.51

(2427.54)131.89

(1967.76)(25.22)

For the year ended

March 31,2014

) (600.88) 691.49

) (85.46)) (0.075)- -6 2008.26) 16.75

3180.16

) (629.95)4 84.72) 1.53

) (1718.63) 66.38

6 984.21) (100.40)

6 2913.90

) (279.95)- -9 26.68- -- - (0.075)

(253.19)

) (446.39)9 85.46) (2008.26)) (380.24)

77

d

)

9 ) ) - 6 5

6

) 2 3

) 8 1 )

0

) - 8 - - )

)

) 6 ) )

Page 78: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

77 

Net Cash Flow From Financing Activities (3310.71) (4288.63) (2749.44) Net Increase/(Decrease) in cash and cash equivalents (A+B+C) 31.04 (22.36) (88.73) Cash & cash equivalents at beginning of the year 130.53 152.88 241.61 Cash & cash equivalents at end of the year 161.57 130.53 152.88

Net Increase/ (Decrease) 31.04 (22.36) (88.73)

Page 79: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

BC

Inde To thSun Rep We ComCashinfor Man The Act"viewprinreadadeqComaccomaincoma tru Aud Our We hto be We Stanassu An astatematethe agiveincluby th

BHUTCHARTER

ependent Aud

he Members ondaram Mul

port on the S

have auditempany"), whh Flow Statermation.

nagement's

Company's B") with respe

w of the financciples gener

d with Rule quate accounmpany and foounting policntenance of

mpleteness of ue and fair view

ditors' Resp

responsibility

have taken ine included in

conducted oundards requiurance about w

audit involveements. The erial misstateauditor cons

e a true and fudes evaluathe Company

TA SHRED ACCO

ditors' Repor

of lti Pap Limit

Standalone F

ed the accohich comprisement for the

Responsibi

Board of Direect to the precial position, rally accepted

7 of the Cnting recordor preventingcies; makingadequate int

f the accountw and are free

onsibility

y is to expres

nto account ththe audit rep

ur audit in accire that we cwhether the fin

es performingprocedures

ement of theiders internafair view in oting the appry's directors a

HAH &OUNTANTS

rt

ted

Financial St

ompanying sse the Balane year then e

lity for the

ectors is respoeparation andfinancial perfd in India, in

Companies (Ads in accordg and detecti

g judgments aternal financing records, e from materi

s an opinion o

he provision oport under the

cordance withcomply withnancial statem

g procedures tselected dep

e financial stal financial corder to desigropriateness oas, well as eva

& Co S

tatements

standalone fnce Sheet asended, and a

Standalone

onsible for thed presentatioformance anncluding the Accounts) R

dance with ting frauds anand estimatesial controls, relevant to t

ial misstateme

on these stand

of the Act, thee provision of

h the Standarh ethical reqments are free

to obtain audpend on the tatements, wontrol relevagn audit procof the accoualuating the o

LLP

financial stas at 31 Marca summary of

Financial S

e matters staten of these std cash flowsAccounting

Rules, 2014. the provisionnd other irres that are reas

that were othe preparatioent, whether d

dalone financ

e accounting f the Act and

rds on Auditinquirements a

e from material

dit evidence a- auditor's j

whether due tant to the Cocedures that

unting and thoverall presen

901/9

NarimT

atements of ch 2016, thef significant a

Statements

ed in Section tandalone finas of the Compg Standards s

This responns of the Aegularities; ssonable and p

operating effeon and presen

due to fraud or

cial statement

and auditing d the Rules ma

ng specified uand plan an

al misstatemen

about the amojudgment, into fraud or eompany's preare appropriae reasonable

ntation of the

02, Regent C

man Point, MT: +91 22 434

Sundaram e Statement accounting po

134(5) of theancial statempany in accospecified undnsibility also

Act for safegelection andprudent; and

fectively for ntation of the r error.

ts based on ou

standards andade there unde

under sectionnd perform thnt.

ounts and thencluding the rror. In mak

eparation of tate in the cireness of the financial stat

Chambers,

Mumbai - 400 43 9191 / +91

Multi Pap of Profit anolicies and ot

e Companies ments that giveordance withder Section 1o includes mguarding thed application

design, implensuring thefinancial stat

ur audit

d matters wher.

n 143(10) of he audit to ob

e disclosure assessment

king those risthe financialrcumstancesaccounting e

tements.

021. 1 22 2283 26

Limited ("td Loss and ther explanat

Act, 2013 ("e a true and the account133 of the Amaintenance e assets of

n of approprilementation ae accuracy atements that g

hich are requi

the Act. Thobtain reasona

in the financof the risks

sk assessmenl statements t. An audit aestimates ma

78 

 

26

the the

tory

the fair ing

Act, of

the iate and and give

red

ose able

cial of nts, that also ade

Page 80: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

BHCHA

We bthe s OpinIn oufinanconf2016 EmpWe dNotesubjcurrein thOur Rep1.

2.

.

HUTAARTERED

believe that thstandalone fin

nion ur opinion anncial statemeformity with t6 and its loss

phasis of Madraw attentioe 31 in the stect to confirment year's fina

he financial stopinion is no

port on OtherAs required bin terms of specified in tAs required ba. we have

were necb. in our op

from ourc. the Balan

agreemed. in our o

under See. on the ba

Board ofterms of

f. with respoperating

A SHAD ACCOUN

he audit evidenancial statem

nd to the bestents give the the accountinand its cash f

atters on to the followtandalone finamation and reancial statemetatements. ot modified in

r Legal and Rby the Compasub-section (the paragraphby Section 14 sought and ocessary for thepinion, proper examinationnce Sheet, th

ent with the boopinion, the aection 133 of asis of the wrf Directors, nf Section 164 pect to the adg effectivenes

AH &NTANTS

ence we havements.

t of our inforinformation r

ng principles gflows for the y

wing mattersancial statemeconciliation. ents on accou

n respect of th

Regulatory Ranies (Audito(11) of sectioh 3 and 4 of th43 (3) of the Aobtained all te purposes of

er books of acn of those boohe Statement oooks of accouaforesaid stanthe Act, read ritten represenone of the dir(2) of the Actdequacy of thss of such con

& Co L

e obtained is s

rmation and arequired by tgenerally accyear ended on

in the notes tments which in

However, thunt of such re

hese matters.

Requirementor's Report) Oon 143 of thehe Order. Act, we reportthe informatiof our audit; ccount as req

oks; of Profit and unt; ndalone finan

d with Rule 7 ntations receirectors is disqt; the internal fintrols, refer to

LLP

sufficient and

according to the Act in theepted in Indian that date.

to financial stndicate that, b

he managemeeconciliation/a

ts Order, 2016 ("e Act, we gi

rt that: on and explan

quired by law

Loss and the

ncial statemeof the Compaived from thequalified as on

financial contro our separate

d appropriate

the explanatie manner so a, of the state

tatements: balances of c

ent does not eadjustments.

"the Order") iive in the "A

nations which

w have been k

e Cash Flow S

nts comply wanies (Accoune directors as n 31 March 2

rols over finae report in "A

to provide a b

ions given torequired and of affairs of

certain trade rexpect any mAccordingly,

ssued by the Annexure A",

h to the best

kept by the C

Statement de

with the Accnts) Rules, 20on 31 March

2016 from be

ancial reportiAnnexure B";

basis for our a

o us, the afored give a true a

the Company

receivables anaterial variati, no provision

Central Gove, a statement

of our know

Company so f

alt with by th

counting Stan014; h 2016 taken oing appointed

ing of the Coand

audit opinion

esaid standaloand fair viewy as at 31 Ma

nd advances ion affecting n has been ma

ernment of Int on the matt

ledge and be

far as it appe

his Report are

ndards specif

on record by d as a director

ompany and

79 

 

n on

one w in arch

are the ade

ndia ters

lief

ears

e in

fied

the r in

the

Page 81: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

BHCHA

g

HUTAARTERED

g. with resp(Audit angiven to u

i. th—

ii. thm

iiian

For BHUCharterFirm Reg

CA. ShaPartner Members

Mumbai

A SHAACCOUN

pect to the othnd Auditors) us:

he Company — Refer Note

he Company material forese

. therend Protection

UTA SHAHred Accountg No.: 101474

ailesh Bhuta

ship No.: 033

i, 23 May 20

AH &TANTS

her matters toRules, 2014,

has disclosede 29 to the fin

did not have eeable losses

e has been no Fund by the C

H & Co LLP ants 4W

3958

16

& Co L

o be included in our opinio

d the impact onancial statem

any long-term: and

delay in tranCompany.

LLP

d in the Auditoon and to the

of pending litiments;

m contracts in

nsferring amou

or's Report inbest of our in

igations on its

ncluding deriv

unts, required

n accordance nformation an

s financial po

vative contrac

d to be transfe

with Rule 11nd according

osition in its fi

cts for which

erred, to the In

1 of the Compto the explan

financial statem

there were an

nvestor Educ

79 

 

panies nations

ments

ny

cation

Page 82: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

BHCHA

"An

to Inrefer

(

(

(

HUTAARTERED

nnexure — A

ndependent Arred to in para

(i) In re(a)

(b)

(c)

(ii) in reAs exreasonwere

(iii) The unde(a)

(b)

(c)

(iv) In ouwith given

(v) Accopublprov

(vi) We hRecoundepresc

A SHAACCOUN

A"

Auditors' Repoagraph 1 unde

espect of its The Compansituation of fThe Companover a perioCompany anverified by thno material dAccording torecords of th

espect of its ixplained to unable intervanoticed on su

Company her section 18according tothe loan; according tothe paymentthere is no ov

ur opinion anthe provisio

n any guarantording to infoic as per pro

visions of Clauhave broadlyords and er sub-sectiocribed cost re

AH &TANTS

ort of even der the heading

fixed assetsny has maintafixed assets ny has a progod of three ynd the nature the managemediscrepancieso the informa

he Company,

inventories: us, the inventls and in our

uch verificatio

has granted89 of the Acto the informat

o the informatt of interest haverdue amou

nd according ns of sectiontee or provide

ormation and ovisions of seuse (v) of Par

y reviewed thAudit)

n (1) of Seecords have be

& Co L

date on the stg of "Report o

: ained proper r

gram of verifyears which,

of its assets.ent during the

s were noticedation and expthe title deed

tories have bopinion, the f

on.

d unsecured t, tion and expla

tion and explas been stipul

unt and hence

to the informn 185 and 18ed any securitexplanations

ection 73 to 7ra 3 of the Orhe cost record

Rules, ection 148 een made and

LLP

tandalone finaon Other Lega

records show

fication of fixin our opini Pursuant to e year. Accord on such verplanations givds of immovab

been physicalfrequency of

loan to one

anations give

lanations givelated and receclause (iii) (c

mation and ex6 of the Act,ty during the given to us, t

76 of the Actrder are not apds maintained

2014 preof the Act, d maintained.

ancial statemal and Regula

wing full partic

xed assets to ion, is reasonthe programmrding to the inrification. ven to us andble properties

lly verified df verification i

e Company

en to us, there

en to us, the eipt of interesc) of Para 3 is

xplanations g, with respecyear. the Companyt and rules frpplicable to thd by the Comescribed b

and are of. We have, ho

ments for the yatory Require

culars, includ

cover all the nable havingme, certain finformation an

d on the basiss are herd in t

during the yeis reasonable.

covered in

e are no terms

loan is repayst is regular; s not applicab

given to us, thct of loan giv

y has not acceramed thereuhe Company. mpany pursuaby the f the opinioowever, not m

year ended 3ements".

ding quantitati

items in a phg regard to thixed assets wnd explanatio

s of our examthe name of th

ear by the m. No material

the register

s and conditio

yable on dema

ble to the Com

he Company ven. The Com

epted any depunder, and acc

ant to the comCentral

on that, primmade a

31 March 201

ive details and

hased mannehe size of there physically

ons given to u

mination of thhe Company.

management adiscrepancie

r maintained

ons attached to

and, however

mpany.

has compliedmpany has no

posits from thcordingly, th

mpanies (CosGovernmen

ma facie, th

80 

 

16

d

er he y

us

he

at es

d

o

r,

d ot

he he

st nt he

Page 83: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

BHCHA

 

HUTAARTERED

deta(vii) In resp

(a

(b

(viii) In defduefin

(ix) BaCoinsto t

(x) Bamabee

(xi) Bamaapp

(xii) In comCo

(xiii) Acthe

A SHAACCOUN

ailed examinapect of statutoa) According

of the Comincluding pvalue addeinformatiofor a period

b) Accordingservice tax

According thas not been

Name of Statute

Central ExAct, 1944

our opinion faulted in thees to debentuancial year 20

ased on our auompany has nstruments) durthe Company

ased on the auanagement, wen noticed or

ased on the anagement, thprovals mandour opinion ampany. Acco

ompany. ccording to the records of th

AH &TANTS

ation of the coory dues:

g to informatiompany, the Cprovident funed tax, cess an and expland of more tha

g to the informx or value add

to the informn deposited b

the e

Natd

xcise Exci

and accordie repayment oure holders e007-08. udit procedurenot raised mring the year.

y. udit procedure

we report that reported duriaudit procedhe manageriadated by the pand accordingordingly, the

e informationhe Company,

& Co L

ost records wi

on and explaCompany hand, employeeand any othernations given an six monthsmation and exded tax which

ation and expby the Compa

ture of due

se Duty C

C

ing to the inof loans or bexcept deferr

es and on themoneys by wa

. Accordingly

es performedno fraud by t

ing the year.dures performal remuneratiprovisions of sg to the inforprovisions o

n and explanatransactions w

LLP

ith a view to d

anations givenas been geners state insurar statutory duto us, there w

s from the datxplanations g

h have not bee

planations givany on accoun

Forum whdispute is pe

Commissioner

Central

nformation anborrowings tored sales tax

e information ay of initial y, provisions

d and based onthe Company

med and the ion has beensection 197 rermation and eof Clause (xi

ations given towith the relat

determine wh

n to us and onrally regular

ance, income-ues with the were no arrearte on when thgiven to us, then deposited o

ven to us, the nt of dispute:

here ending w

r of

Excise

nd explanatioo any financia

loan of Rs.

and explanatpublic offer of Clause (ix

n the informay or on the Co

information n paid or proead with Scheexplanations ii) of Para 3

o us and baseted parties are

hether they ar

n the basis ofin depositing

-tax, sales taxappropriate a

ars of statutoryhey become pahere are no duon account of

following du

Period towhich the am

relatesFY 2012-13

ons given to al institution 2,064,441 fr

tions given toor further p

x) of Para 3 of

ation and expompany by it

and explanaovided in accedule V to thegiven to us, tof the Orde

ed on our exame in complian

re accurate or

f our examinag undisputed

x, service tax,authorities. Ay dues as on ayable. ues of incomf any dispute.

ue in respect o

o ount

3

us, the Comor bank or G

rom SICOM

o us by the mapublic offer (f the Order is

planations givts officers or

ations given cordance withe Act. the Company

er are not app

mination of nce with

r complete.

ation of record statutory du, duty of exci

According to t31 March 20

me tax, sales ta

of duty of exc

Amount involved

(Rs.)

4,190,537

mpany has nGovernment o

payable sinc

anagement, th(including des not applicab

ven to us by themployees h

to us by' thh the requisi

y is not a nidplicable to th

81 

 

rds ues ise, the

016

ax,

ise

not or ce

he ebt ble

he as

he ite

dhi he

Page 84: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

BHCHA

HUTAARTERED

sections statemen

(xiv) AcCopar

(xv) AcCotheCo

(xvi) Thacc

For BHUCharterFirm Reg

CA. ShaiPartner Members

Mumbai

A SHAACCOUN

177 and 188 onts as required

ccording to thompany, the Crtly convertib

ccording to thompany, the Ce directors Aompany.

he Company icordingly, que

UTA SHAHred Accountg No.: 101474

ilesh Bhuta

ship No.: 033

i, 23 May 20

AH &TANT

of the Act whd by the applic

he informationCompany hasble debentures

he informationCompany has

Accordingly, p

s not requiredestion of obta

H & Co LLP ants 4W/W100100

3958

16

& Co L

here applicablcable account

n and explanas not made ans during the y

n and explanas not entered provisions o

d to be registeaining registra

0

LLP

le and detailsting standard

ations give toany preferentiyear.

ations given tointo non-cashf Clause (xv

ered under secation thereof d

of such transs.

o us and basedial allotment

o us and baseh transactionsv) of Para 3

ction 45-IA odoes not arise

sactions have

d on our examor private pla

ed on our exams with directo of the Ord

of the Reservee.

been disclose

mination of thacement of s

mination of thors or personser are not a

e Bank of Ind

ed in the fina

he records of hares or fully

he records ofs connected w

applicable to

dia Act 1934 a

82 

 

ancial

f the y or

f the with

the

and

Page 85: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

BHCHA

HUTAARTERED

"Annexur

to IndepenLegal and Report onAct, 2013 We have aCompany"for the yea ManagemThe Compinternal coninternal conthe Institutmaintenancconduct ofdetection oreliable fin Auditors' Our responon our audover Finanprescribed applicable Those Stanaudit to obestablishedOur audit controls syover financassessing effectivenejudgment,due to fraudWe believeopinion on

A SHAACCOUN

re B"

ndent AuditorRegulatory R

n the Interna("the Act") audited the in") as of 31 Maar ended on th

ment's Responpany's managentrol over finntrol stated inte of Charterece of adequat

f its business, of frauds and nancial inform

Responsibilinsibility is to dit. We conduncial Reportin

under sectioto an audit o

ndards and thbtain reasonad and maintaininvolves per

ystem over ficial reportingthe risk thaess of intern, including thd or error. e that the aud

n the Compan

AH &TANT

rs' Report of Requirements

al Financial C

nternal finanarch 2016 in chat date.

nsibility for Iement is respo

nancial reportin the Guidanced Accountante internal finincluding adherrors, the ac

mation, as requ

ity express an o

ucted our audng (the "Guidon 143(10) of Internal Finhe Guidance able assurancned and if sucrforming procinancial reporg included obat a materialnal control bahe assessmen

dit evidence ny's internal fi

& Co L

even date re"

Controls und

ncial controls conjunction w

Internal Finaonsible for esing criteria esce Note on Au

nts of India ('ICnancial controherence to cocuracy and couired under th

opinion on thdit in accordadance Note")f the Act, to

nancial ControNote requiree about whetch controls opcedures to obrting and the

btaining an unl weakness eased on the ant of the risk

we have obtainancial contr

LLP

eferred to in p

der Clause (

over financiwith our audit

ancial Contrstablishing anstablished by udit of InternCAI'). These

ols that were oompany's poliompleteness ohe Act.

e Company'sance with the) and the Stathe extent a

ols and, both e that we comther adequateperated effectbtain audit eveir operating nderstanding exists, and assessed riskks of materia

ained is suffirols system ov

paragraph 2(f

(I) of Sub-sec

ial reporting t of the standa

rols nd maintainingthe Company

nal Financial Cresponsibiliti

operating effeicies, the safegof the accoun

s internal finae Guidance Nandards on Aapplicable to issued by the

mply with ethe internal fintively in all mvidence aboueffectivenessof internal fitesting and k. The proceal misstatem

icient and appver financial r

f) under the h

ction 3 of Se

of Sundaramalone financia

g internal finay consideringControls overies include thectively for enguarding of it

nting records,

ancial controlNote on AudiAuditing, issu

an audit of ie Institute of hical requiremnancial contromaterial respecut the adequas. Our audit oinancial contr

evaluating edures select

ment of the fin

propriate to preporting.

heading of "R

ection 143 of

m Multi Papal statements

ancial controlg the essential r Financial Rehe design, impnsuring the orts assets, the pand the timel

ls over financit of Internal

ued by 1CAI internal finanChartered Ac

ments and plaols over financts. acy of the inof internal finrols over finathe design ed depend onancial state

provide a bas

Report on Ot

the Compan

p Limited ("of the Comp

ls based on thcomponents

eporting issueplementation rderly and effprevention anly preparation

cial reporting Financial Coand deemed

ncial controlsccountants of an and perforncial reportin

nternal financnancial contrancial reportin

and operation the auditoements, wheth

sis for our au

83 

 

ther

nies

"the pany

he of

ed by and

ficient nd n of

based ontrols d to be s, both f India. rm the

ng was

cial rols ng, ing or's her

udit

Page 86: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

BHCHA

HUTAARTERED

Meaning oA companyregarding thaccordance reporting in(1) pertain

dispos(2) provid

statemthe cocompa

(3) providdispos

Inherent LBecause of collusion orbe detectedare subject changes in cOpinion In our opinreporting anbased on thcomponentsReporting is

For BHUCharterFirm Reg

CA. ShaPartner Members

Mumbai

A SHAACCOUN

f Internal Fiy's internal finhe reliability with genera

ncludes those n to the maintsitions of the ade reasonable

ments in accorompany are bany; and de reasonablesition of the co

Limitations off the inherentr improper m. Also, projecto the risk t

conditions, or

nion, the Comnd such interhe internal cs of internal ssued by the I

UTA SHAHred Accountg No.: 101474

ailesh Bhuta

ship No.: 033

i, 23 May 20

AH &TANT

inancial Connancial contro

of financial ally accepted policies and ptenance of recassets of the ce assurance thrdance with gbeing made o

e assurance rompany's assf Internal Fit limitations o

management octions of any ethat the internr that the degr

mpany has, in rnal financial ontrol over fcontrol state

Institute of C

H & Co LLP ants 4W

3958

16

& Co L

ntrols over Fiol over financreporting andaccounting p

procedures thcords that, in company; hat transactiogenerally acceonly in acco

regarding presets that couldnancial Conof internal fi

override of coevaluation of nal financial ree of compli

n all material controls ove

financial repoed in the Gui

Chartered Acc

LLP

inancial Repcial reporting d the preparaprinciples. Ahat reasonable de

ons are recorepted accoun

ordance with

evention or tid have a matetrols over Fiinancial controntrols, materif the internal f

control overiance with the

respects, an aer financial reorting criteriaidance Note ountants of In

orting is a process d

ation of finanA company's

etail, accurate

rded as necesnting principle

authorisation

imely detectierial effect on inancial Reprols over finaial misstatemfinancial contr financial repe policies or p

adequate inteeporting werea established on Audit of

ndia.

designed to prncial statemeninternal finan

ely and fairly

ssary to permes, and that rns of manage

ion of unauththe financial orting ancial reporti

ments due to etrols over finaporting may procedures m

ernal financiae operating efd by the Comf Internal Fin

rovide reasonnts for externncial control

reflect the tra

mit preparatioreceipts and eement and d

horised acqustatements.

ing, includingerror or fraud ancial reportinbecome inad

may deteriorate

al controls sysffectively as

mpany considnancial Contr

nable assurancnal purposes

over financi

ansactions an

on of financiexpenditures directors of th

isition, use,

g the possibimay occur an

ng to future pdequate becaue.

stem over finat 31 March

dering the essrols Over Fin

84 

 

ce in ial

nd

ial of he

or

ility of nd not

periods use of

nancial 2016,

sential nancial

Page 87: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 For BChar

PartneMemb

Mum

 

Signif

The a

Bhuta Shah & Ctered Accountan

No.: 10147- 1.\

Shailesh Bhuta

erbership No.: 033

mbai, 23rd May,

EQUITY ANDShareholders' Share Capital Reserves And S

Non-Current LLong-Term BoDeferred Tax LLong Term Pro

Current Liabil

Short-Term BoTrade PayablesOther Current LShort-Term Pro

ASSETS Non-Current AFixed Assets Tangible AssetIntangible Asse

Non-Current In

Long Term Loa

Current AssetsInventories Trade ReceivabCash And CashShort-Term LoOther Current A

ficant Accountin

accompanying n

Co LIT nts 7 100100

a

3958

2016

Partic

LIABILITIESFunds

Surplus

Liabilities orrowings Liabilities (Net)ovisions

lities

orrowings s Liabilities ovisions

Assets

s ets

nvestments

ans And Advan

s

bles h Equivalents oans And AdvanAssets

ng Policies

notes form an in

S

B

culars

S

Total Equity,

nces

nces

ntegral part of

SUNDARAM

BALANCE SHE

& Liabilities

.

Total Assets

f the standalone

M MULTI PA

EET AS AT 31s

e financial state

Amrut P. Sh

Chairman & M

ltajesh B. ai

For and on b

AP LIMITE

st MARCH, 20

Note No.

3 4

5 6 7

8 9

10 11

12A 12B

13

14

15 16 17 18 19

1 to 44

ements

hah

Managing Direc

in

behalf of the Bo

ED 16

As at 31st M

R

28

1,0

2

2

4

2

82,0

8

2

21,

42

2

92,0

ctor

ShW

M

Co

oard of Directo

March, 2016

Rs

215,605,773 802,221,426 017,827,199

219,136,048 21,734,042 1,186,436

242,056,526

429,817,338 95,017,607

276,685,825 1,566,479

803,087,249 062,970,973

862,256,331 10,027,975

872,284,306

250,000,000

4,100,673 254,100,673 126,384,979

419,287,702 270,478,138 13,362,218

233,310,933 147,003

936,585,994 062,970,973

 hantilal P.Shah

Whole-time Direc

anik R. ivlakwa

ompany Secreta

ors

As at 31st March, 2015

Rs

215,605912,840

1,128,445

468,47036,1333,391

507,995

363,66194,370

222,2424,004

684,2782,320,720

942,42020,055

962,476

150,050

4,107154,157

1,116,633

640,427217,444

6,065339,994

1541,204,0862,320,720

85 

 

ctor

ana

ary

5,773 0,045 5,818

0,336 3,774 1,297 5,457 1

1,175 0,945 2,426 4,193 8,744 0,019

0,128 5,954 6,082

0,000

7,629 7,629 3,711

7,495 4,294 5,239 4,777 4,503 6,308 0,019

Page 88: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 For Bhuta Sh

eg, N

• ilesh

Partner

Membership

INCOME Revenue FromOther Income Total Income

EXPENSES Cost Of MaterPurchase Of SChanges In InProgress Employee BenFinance Costs Depreciation AOther Expense

Total ExpenseProfit/ (Loss)

Other IncomeExceptional it

Profit Before T

TAX EXPENS(1) Current (2) Deferred(3) Short / (ETotal Tax Exp

Profit/ (Loss)

Earnings Per S(1) (2 )  

Note for disc

Significant A 

hah & Co -up

No;: 10 4W/ W1

h Bhuta

p No.: 033958

STA

Parti

m Operations

(I)

rials ConsumedStock-In-Trade nventories Of Fi

nefits Expenses

And Amortizates

es (II) before extraord

e ems

Tax

SES/ BENEFITSTax

d Tax Excess) Provispenses

For The Year

Share: (Face VaBas ic Di lu ted

closure related

Accounting Poli

100100

SATEMENT OF

culars

d

inished Goods A

ion Expenses

dinary items an

S:

sion Of Earlier

alue Of Z 1/- Ea

to AS-24 "Disc

icies

SUNDARAMPROFIT & LO

And Work-In-

nd tax (I) - (II)

r Years

ach)

continuing Oper

M MULTI POSS FOR THE Y

ration"

Arnr

Chai

Rajes

For a

PAP LIMITEYEAR ENDED

Note No.

20 21

22

23

24 25 26 27

28

36

 at P. Shah

rman & Manag

sh B. Jain

and on behalf o

ED D 31st MARCH,

. As at

Marc

(68,871,134

(78,658,425)1

(136,778)(14,536,510

64,121,915)

(0.30)(01 30)

42

1 to 44

ging Director

of the Board of

, 2016

31st

ch, 2016

Amount in 960,212,607 2,740,831

962,953,438

598,510,955 1 19,152,133

123,188,643

31,530,924 99,477,237 32,771,567 68,109,270

972,740,729 (9,787,291) .

4)

1

(14,399,732)

0)

)

86

Shantilal Whole-tim

M a n MCompany

Directors

As at 31stMarch, 2015

Amoun833,0

1,95834,97

593,38208,63

(113,90

36,10121,64

33,0696,88

975,82(140,85

(34,03

(174,88

(7,41(7,41

(167,46

P.Shah me Director

a k w a n a y Secretary

, 5

nt in 024,5%51,02175,617

80,12737,484

02,459)

09,15445,75367,97388,655

26,68751,070)

30,715)

81,786)

-

16,195)16,195)

65,591)

(0.78)(0.78)

Page 89: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

A. B.

C.

CASH FLOW Net Profit/ (Lo

AdjustmDeprecInteresDividenPrelimInteres(Profit)

Operating Prof

AdjustmTrade RInventoLoans Other CTrade POther L

Cash Generate

Direct TNet Cash Gene

Cash Flow Fro

PurchaSale OfSale ofPurchainterestDividen

Net Cash Gene

Cash Flow From

Loan g(RepayInteresDividen

Net Cash Gene

Net Increase/(DCash And CashCash And CashNet Increase/ (D 

Note:

1 Cash And

2 The AbovStateme

3 Previous

Particul

FROM OPERAoss) Before Tax Ament For: ciation t Income nd Income inary Expenses Wt Paid )/Loss On Sale O

fit Before Workiment For: Receivables ories & Advances Current Assets Payables Liabilities & Pro

ed From OperatioTaxes Paid(Net) erated From/ (Ut

om Investing Act

ase Of Tangible Ff Tangible Fixed f Investment ase Of Equity Sht Received nd Received erated From/ (Ut

m Financing Act

given to Subsidiaryment) of /Procet Paid nd Paid (Incl. Of

erated From/ (Ut

Decrease) In Cash Equivalents Ath Equivalents AtDecrease)

d Cash Equivalen

ve Cash Flow Stant" Issued By Ti

Year's Figures H

CASH FLOW S

lars

ATING ACTIVITAnd Extraordina

W/Off

Of Assets (Net)

ing Capital Chan

visions

ons

tilised in) Opera

tivities

Fixed Assets (NeAssets

ares Of subsidia

tilised in) Inves

tivities :

ry eds From Borro

f Tax)

tilised in) Financ

sh And Cash Equt Beginning Of Tt End Of The Ye

nts Consists Of C

atement Has Beence Institute Of C

Have Been Re-Gr

SUNDARA

STATEMENT F

TIES ary Items

nges

ating Activities

et)

ary

ting Activities

.

owings

cing Activities

uivalents (A+B+The Year ar

Cash On Hand A

n Prepared UnderChartered Accoun

rouped or Re-Arr

AM MULTI PA

FOR THE YEA

(

((

+C)

And Balance Wit

r The Indirect Mntants Of India.

ranged, Whereve

AP LIMITED

AR ENDED 31S

Year End31ST MARCH

Amount in

32771,567(23,213,543)

122,690,780(86,239,041)

(53,033,843)221,139,79219,115,728

7,500646,662

54,343,399

(113,323)

95,171,00850,000

(100,000,00023,213,543

-

86,051,148

(183,178,175)(122,690,780)

6,065,23813,362,218

th Banks,

ethod As Set Out

er Considered Ne

T MARCH, 20

ded H, 2016 n Rs

(78,658,426)

46,009,763 (32,648,662)

242,219,238 209,570,576

(777,017) 208,793,559

18,321,228

(219,817,807):

7,296,980

7,296,980

t In Accounting S

ecessary.

16

Yea31SAm

33,067,9(36,198,50

(7,5-

157,844,2(83,456,0

272,081A(32,920,25127,169,2

(7,50(46,124,9677,300,6

(5,792,03117,309,9

36,198,57,5

(37,253,39(245,095,62(157,844,25

(2,522,47

6,109,66,065,2

Standard - 3 "Cas

87

ar Ended ST MARCH, 201

mount in Rs

(174,88

973 03) 00)

258 86)

71,2(103,63

A51 52) 206 00) 69) 670

397,4293,8

1,0294,94

38) 923

505 500

147,72

94) 26) 58) 79)

(442,71

(4612 239

(4

sh Flow

5

81,786)

50,14131,645)

98,60666,96180,53247,493

23,890

15,756)

4,373)

4,373)

Page 90: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Note 1.

We designscrap bookand printin We have oamong theSundaram Murnbai anAt the starpaper statiothe machin

With the st

among con

Note .2

SIGNIFIC

i. AccoThe financ

Accountin

financial in

section 133

the provisi

India (SER

standard is

policy hith

ii. Use oPreparation

the Compa

period, the

date of the

ns, manufactuks, drawing bong, writing &

over 190 vare student comm

multi pap ltdnd the Certifirt of the Comonery, whichnery.

trong brand a

nsumers today

CANT ACCO

unting Convecial statemen

g Principles

nstrument wh

3 of the Com

ion of the Ac

RI). Account

s initially ado

herto in use

of Estimates; n of financial

any to makes

e reported bala

e financial s

S

ures and markooks, graph bpackaging pa

rieties of papemunities and

d was incorpoicate of Comm

mpany in the h was increase

and market pe

y.

OUNTING PO

entions: nts of the co

in India (GA

hich are meas

mpanies Act, 2

ct (to the exte

ting policies

opted or a rev

l statements in

estimates and

ances of asset

tatements. E

SUNDARAM

FINANC

kets paper stabooks - for stuaper.

er stationery enjoy very h

orated on 13thmencement oyear 1995, wed to 60 tons

enetration we

OLICIES:

ompany have

AAP) under

sured at fair v

2013 ("the A

ent notified) a

have been c

vision to an ex

n conformity

d assumption

ts and liabiliti

Examples of

M MULTI P

CIAL YEAR

ationery produdents of all a

products undhigh reputationh March, 199of Business wwe had a capas per day as o

are present in

e been prepa

historical co

values to com

Ac") read with

and guideline

consistently a

xisting accou

of with India

ns that affect th

ies and the as

such estimat

PAP LIMITE

R 2015 -16

ducts - exerciages, as well a

der the brandn in the mark5 with the Re

was obtained oacity of 5 tonof now which

n pan Mahara

ared in accor

ost convention

mply with the

h rule 7 of the

es issued by t

applied exce

unting standar

an GAAP requ

he reported a

ssumptions re

tes include th

ED

se note bookas office/ corp

d "Sundaram"ket for its supeegistrar of Coon 10th April,ns per day of h is also consi

ashtra and are

rdance with

n on accrual

Accounting S

e Companies

the Securities

pt where a n

rd requires a

uires that the

amount of inco

elating to cont

he

ks, long bookporate station

" which are verb quality anompanies, Ma, 1995. f conversion oidering 75% u

e number one

the General

l basis excep

Standards spe

s (Accounts) R

s and Exchan

newly issued

change in the

Managemen

ome and expe

tingent liabilit

88

ks, note pads, nery products

very popular nd durability.aharashtra, at

of paper into utilisation of

brand

lly Accepted

pt for certain

ecified under

Rules, 2014,

nge Board of

d accounting

e accounting

nt of

enses of the

ties on the

f

f

Page 91: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

useful life

respect of

in the perio

statements

i i i . VRaw mater

on FIFO

overheads.

unit transac

i v . Cash FCash flow

adjusted fo

receipts or

segregated

v . DeprecDepreciatio

Schedule I

Brand wil

manageme

v i . RevenThe Comp

ocean carri

shown net

a) D

e

b) In

in

c) T

to

of tangible

retirement be

od in which th

.

aluation of Inrials, stores a

basis. Semi

. Finished goo

ction is elimin

Flow Statemews are reporte

or the effects

r payments.

d based on the

ciation / Amoron on tangib

II of the Act D

ll be amortiz

ent at the rate

nue Recognitipany recogniz

ier for export

of returns, di

Dividend inco

established.

nterest incom

nterest rate ap

The Company

o the ocean ca

SU

and intangib

enefit plans, e

he results are

nventories: and packing m

- finished g

ods are value

nated to the e

ent: ed using ind

s of transactio

The cash flo

e available inf

rtization: ble fixed asse

Depreciation

zed over a p

of 20% in ea

ion: zes revenue o

t sales, which

iscounts, exci

ome on invest

me is recogniz

pplicable,

y recognizes r

arrier for exp

UNDARAM

FINANC

ble fixed asse

etc. Differenc

e known and i

materials are

goods are va

d at lower of

extent possibl

direct method

ons of non-ca

ow from ope

formation

ets is provide

on. Addition

period of five

ach year.

on sale of pro

is when risks

ise duty and s

tment is accou

zed on the tim

revenue on sa

port sales, whi

M MULTI P

CIAL YEAR

ets, provision

ce, if any, bet

if material, th

valued at low

alued at raw

f the cost or ne

le.

d, whereby p

ash nature an

erating, inves

ed on the str

n/deletion of a

e subsequent

oducts upon

s and rewards

sales tax.

unted for in th

me proportion

ale of product

ich is when

PAP LIMIT

2015 — 16

n for doubtfu

tween the actu

heir effects are

wer of cost or

w material co

et realizable v

profit/(Ions) b

nd any deferr

sting and fina

raight line me

assets during

t years on a

dispatch to th

s of ownershi

he year in wh

basis taking i

ts upon dispat

 

TED

ul debts/advan

ual results an

e disclosed in

r net realizabl

ost plus prop

value. Unreal

before extrao

rals or accrua

ancing activi

ethod as per

the year is pr

a systematic

he customer

ip are passed

hich the right

into account a

tch to the cust

nces, future o

nd estimates i

n the notes to

le value. Cos

portionate m

lized profit, if

ordinary item

als of past or

ities of the c

useful life p

rovided on pr

basis as dec

or when deli

to the custom

to receive the

amount outsta

tomer or whe

89

obligation in

is recognized

the financial

st is assigned

manufacturing

f any, in inter

m and tax is

r future, cash

company are

prescribed in

ro-rata basis.

cided by the

ivered to the

mer. Sales are

e payment is

anding and

en delivered

Page 92: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

vii. ExporConsiderin

benefits acc

viii. ForeiTransaction

Exchange

Loss.

Monetary

revalued u

recognized

ix. InvestmNon-Curre

other than t

Current inv

x. Employa) Short T

All employ

employee b

recognized

b) Post-Ei )

A defined

contributio

provident f

statement o

i i

The Compa

Funds whi

rt Incentives: ng the uncerta

cruing under

ign Currency ns in foreign

differences a

items (other

sing the exch

d in the Statem

ments: nt Investmen

temporary.

vestments are

yee Benefits: Term Employyee benefits p

benefits. Ben

d in the period

Employment B) Defin

contribution

ns to the sep

fund. The Com

of profit and l

i ) Defin

any's gratuity

ich has taken

SU

ainty in respe

the Duty Ent

Transactionscurrency are

arising on set

than those r

hange rate pr

ment of Profit

nts are stated a

e carried at low

yee Benefits: payable whol

nefits such as

d in which the

Benefits: ned contribution plan is a p

parate entity.

mpany's cont

loss during th

ned benefit pla

y benefit schem

n a group pol

UNDARAM

FINANC

ect of actual i

titlement Pass

s: recorded at th

ttlement of th

related to acq

revailing at d

t and Loss. No

at cost. Provis

wer of cost or

ly within twe

salaries and

e employee re

on plans: post-employm

. The Compa

tribution paid

he period in w

an:

me is a define

licy with Life

M MULTI P

CIAL YEAR

income realiz

s Book Schem

he rate of exc

hese transacti

quisition of f

date of the B

on-monetary

sion for dimin

r fair value/m

elve months o

wages, leave

enders the rela

ment benefit

any makes sp

d / payable un

which the emp

ed benefit pla

e Insurance C

PAP LIMIT

R 2015 -16

zable, which d

me are recogn

change in forc

ions are recog

fixed assets)

Balance Sheet

foreign curre

nution in the v

market value, d

of rendering t

e salary etc. a

ated service.

plan under

pecified mon

nder the schem

ployee renders

an. The Comp

Corporation

ED

depends on th

nized on the b

ce at the time

gnized in the

denominated

t and resultin

ency items are

value is made

determined on

the service ar

and the expe

which the

nthly contribu

mes is recogn

s the related s

pany contribu

of India for f

he market co

basis of actual

e transactions

e Statement o

d in foreign c

ng exchange

e carried at co

e only if such

n individual b

re classified a

ected cost of

company pa

utions toward

nized as an ex

service.

utes to a gratu

future payme

90

onditions, the

l realization.

are affected.

of Profit and

currency are

difference is

ost.

h a decline is

basis.

as short-term

ex-gratia are

ays specified

ds employee

xpense in the

uity

ents of

Page 93: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

gratuity to r

respect of a

c) Leave enLiability on

employee i

xi . BorrowBorrowing

the cost of

intended us

The Compa

Bank has d

company. T

xii . LeLease of a

classified a

in accordan

xiii . EarniBasic earni

equity shar

tax as adju

potential eq

per share a

all dilutive xiv. Ta

Current tax

applicable t

recognized

originate in

measured u

tax liabilitie

items other

retiring emplo

all employees

ncashment: n account of L

is allowed to c

wing Cost: Costs that ar

such asset. A

se, All other b

any has been

discretion to re

The Managem

eases: assets under w

as operating le

nce with respe

ing per share:ing per share

res outstandin

usted for divi

quity shares b

and the weigh

potential equaxes on Incomx is the amoun

tax rates and

d on timing d

n one period

using the tax

es are recogn

r than unabsor

SU

oyees. The pr

s at the end of

Leave Encash

carry forward

re attributable

A Qualifying a

borrowing co

n granted restr

ecoup conces

ment has deci

which all the

eases. Lease p

ective Tease a

: e is computed

ng during the

idend, interes

by the weigh

hted average n

uity shares. me: nt of tax paya

the provision

ifferences, be

and are cap

rates and the

nized for the t

rbed

UNDARAM

FINANCI

remium has b

f their future a

hment up to y

d leave to sub

e to acquisitio

asset is one th

sts are charge

ructuring of l

ssion given to

ided to accoun

e risk and re

payments und

agreements.

d by dividing

e year. Dilute

st and other

hted average n

number of eq

able on the ta

ns of the Inco

eing the diffe

pable of being

e tax laws ena

timing differe

M MULTI P

IAL YEAR

been so adjust

anticipated se

year end has b

bsequent perio

on or construc

hat necessaril

ed to Stateme

loan facility b

o company at

nt such cost a

ewards of ow

der operating

g the profit/ (l

ed earnings pe

charges char

number of eq

quity shares w

axable income

ome tax Act,

erence betwee

g reversal in

acted or subs

ences. De erne

PAP LIMITE

2015 — 16

ted as to cove

ervices with th

been provided

od.

ction of a qual

ly takes a sub

ent of Profit an

by its banks S

a future date

as an when ev

wnership are

g leases are re

loss} after tax

er share is co

rges to expen

quity shares c

which could h

e for the year

1961 and oth

en the taxabl

one or more

tantively ena

e: tax assets a

ED

er the liability

he company.

d/ paid during

lifying asset a

bstantial perio

nd Loss.

State Bank of

depending on

vent arises.

effectively re

ecognized as e

x by the weig

omputed by d

nse or incom

considered fo

have been iss

r as determine

her applicable

e income and

e subsequent

acted as at the

are recognize

y under the sc

g the year. No

are capitalized

od of time to g

f India (Lead

n the financia

etained by th

expenses on a

ghted averag

dividing profi

me relating to

or deriving ba

sued on the c

ed in accorda

e tax laws. De

d accounting

t periods. De

e reporting da

d for timing d

91

heme in

one of the

d as a part of

get ready for

Bank). Lead

al position of

he lessor are

accrual basis

ge number of

fit/(loss) after

the dilutive

asic earnings

conversion at

ance with the

eferred tax is

income that

ferred tax is

ate. Deffered

difference of

f

f

f

Page 94: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

depreciatisufficientif there adeferred evidence Deferred governingassets are

Impairme

At each Bdetermineindicationof impairuse. In asthe asset reflects th

xv. Cont

The Compprobably obligation

A disclosobligationWhen theoutflow o

xvi. FinanIn respect

on settlem

Hedges to

receivabl

ion and cat future taxare unabsorbtax assets that there

tax assets ag tax laws a reviewed a

ent of Fixed

Balance She whether thn exists, therment loss. sessing valuand from it

he current m

ingent Lia

pany createrequires an

n.

sure for conn that may, ere is a posf resources

ncial Derivt of derivativ

ment are rec

o manage it

e. The com

SU

rry forwardable incombed depreciare recogn will be sand liabilitiand the comat each balan

d Assets:

heet date, thhere is any i recoverablRecoverabl

ue in use, thts disposal a

market asses

ability:

es a provision outflow of

ntingent liabut probabl

ssible obligis remote, n

vatives Hedves contract

cognized in

ts risks ass

mpany does n

UNDARAM

FINANC

d losses one will be avation and c

nized only sufficient fues are offse

mpany has a nce sheet da

he Companindication thle amount ole amount ihe estimatedare discounssments of t

on when thef resources

ability is mly will not r

gation or prno provision

dging Trant, premium p

statement o

sociated wi

not use Hed

M MULTI P

CIAL YEAR

nly to the evailable agaarry forwarif there is uture taxabet if such itelegally enf

ate for their

ny reviews hat those as

of the asset s the higherd future cas

nted to theirtime value o

ere is a preand a relia

made when result in outresent oblign or disclosu

nsaction: paid, provis

of Profit and

ith Foreign

dges for spe

PAP LIMIT

R 2015 —16

extent that ainst whichrd losses an

virtual cerble income ems relate tforceable rig

reliability.

the carryinssets suffereis estimatedr of an asse

sh flows expr present vaof money an

sent obligatable estimat

there is a flow of reso

gation in reure is made

sion for loss

d Loss. The

Currencie

culative pur

 

ED

reasonableh these can nd items relartainty supp

available o taxes on ight for such

ng amount ed an impaird in order toet's net sellpected fromlue using a

nd the risks

tion as a rete can be m

possible obources. spect of wh.

es on restate

e company u

s Fluctuati

rpose.

e certainty be realizedating to capported by cto realize income levih set-off. D

of its fixedrment loss. o determineing price an

m the continupre-discou

specific to t

esult of pastmade of the

bligation or

hich the lik

ement and g

uses Foreig

on relating

92

exists that d. However pital losses, convincing the assets, ed by same

Deferred tax

d assets to If any such

e the extent nd value in uing use of nt rate that the asset.

t event that amount of

r a present

kelihood of

gains/losses

n Currency

g to Export

f

f

f

Page 95: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

NOTE

Tota

b

w

w

b)

c)

ARSCG

*C

e)

E 3 : SHARE C

Authorized Ca250,000,000 (3

Issued, Subscr215,605,773 (3

l of Issued, Suba) Reconcilia

Particulars

Shares outShares issuShares BoShares ou

b) Rights, preThe company one vote per ecompany in reincluding the rIn the event ofshares shall bewinding-up. The shareholdewith the memor

The companypersons actingcompany. Prev

The Details o

Amrut P Shah Raichand P ShaShantilal P ShahCitigroup GlobGanjam TradinCitigroup Globa

The Company

CAPITAL

apital 1 March 2015: 2

ribed & Paid-u1 March 2015:

bscribed And ation of the num

s

tstanding at theued during the

ought Back Durutstanding at th

eferences and rhas only one c

equity share. Aespect of anyright to dividenf winding-up,

e entitled to rec

ers have all othrandum of asso

y does not haveg in concert withvious year 31 M

of Share HoldName Of Sha

ah h al Markets Maug Pvt Ltd al Markets Mau

y has allotted 143

S

NOTES

250,000,000) Eq

p Capital 215,605,773) E

Fully Paid Up mber of shares i

e beginning of thyear

ring the Year he end of the y

restrictions attacclass of equity A member shal of the sharesnd, subject to the ceive remaining

her rights as avaociation and arti

e any holding h the promoters

March 2015 is 76

ders Holding Mareholder

uritius*

uritius holds 57

3,737,182 (FY

SUNDARAM

S FORMING PA

quity Shares of R

Equity Shares of

Share Capitalis set out below

he year

year

ched to Equity shares having ll not have anys of such mem

rights of holdeg assets, if any

ailable to equityicles of associat

company or us as on 31 Marc6,229,348 equity

More Than 5%

2,702 Shares i.

1) equity shar

M MULTI PA

ART OF FINA

Re 1/- Each

f Re1/- Each Ful

l w :

Num215,60

--

215,60

Shareholders: a face value o

y right to votember. All equ

ers of shares isy, in proportion

y shareholders tion of the com

ultimate holdinch 2016 is 69,4y shares i.e. 35.3

% Shares: As at 31 M

No. Of Shares22,283,92521,734,50314,787,157

- 14,999,499

e. 0.27% as on

res by way of B

AP LIMITE

ANCIAL STATE

lly Paid

2015-16 Equity Share

mber 05,773 215- - 05,773 215

of Z1/- per she whilst any cauity shares of

ssued upon spen to the number

as per the provmpany, as applic

ng company. P455,585 equity s36 %.

March, 2016 % of Holdin

10.10.

6.-

6.31 March 2016

Bonus issue in th

 

ED

EMENTS

As atMarch

22

2

2

s Rs N

5,605,773 2- - - -

5,605,773 2

hare, each holdall or other sumf the company

ecial terms andr of shares hel

visions of the Cable.

Promoter shareshares i.e. 32.21

ng No. Of S340886

966

he Financial Ye

t 31st h, 2016

250,000,000 250,000,000

215,605,773

215,605,773

201Equity

Number 215,605,773

215,605,773

der of equity sm shall be duey rank pari pa

d conditions, thd at the time o

Companies Act

holding in the1% of the equit

As at 31 Marchares held 23,288,887 26,898,304 14,787,157 11,825,702 14,999,499

ear 2012-13 in th

As at 31st March, 2015

250,000250,000

215,605

215,605

14-15 y Shares

Rs 215,605,773- - 215,605,773

shares is entitle and payable assu in all res

he holders of eof commencem

, 2013, read tog

e company inclty share capital

ch, 2015

% of Holdin11

he ratio 1:2.

93 

 

0,000 0,000

5,773

5,773

led to to the spects

equity ent of

gether

luding of the

ng10.8012.48

6.865.486.96

Page 96: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

NOT

( a ) O

C

( b )

OAS

( c )

O

R

( d )

( e )

*In casYears

Term Loan

Secured

From Banks

State Bank O

Industrial D

Yes Bank**

Vehicle Loan

From Others

From OtherDeferred Paym

Unsecured

Sales Tax DeTotal of Long

TE 4 : RESERV

Capital ReservOpening Balanc

Add: Capital RCapital Reserve

Securities Pre

Opening BalancAdd: SecuritiesSecurities Prem

Revaluation Re

Opening BalancAdd: Revaluati

Revaluation Re

) General Rese

Opening BalanAdd: TransitioGeneral Reser

Surplus In Th

Opening BalanAdd: DepreciaAdd: Net ProfiBalance AvailTransfer To GeNet Surplus/(DTotal Of Rese

*The Company

NOTE 5: LON

se of delay/defas Amount : 2,06

Of India *

Development Ba

ns ***

Parties $ ment Liabilities

eferred Loan @ Term Borrowin

VES & SURPLU

ve ce Reserve e = Closing Bal

mium Reserve

ce s Premium Resemium Reserve -

eserve

ce ion of Land *

eserve - Closing

rve

nce on provision as rve - Closing B

he Statement O

nce ation Adjusted Ait/ (Loss) For Thlable For Approeneral Reserve Deficit) In Therves And Surpl

y has revalued it

NG TERM BO

ault as on the B64,441

ank of India

ngs

US

ance

erve Closing Balan

g Balance

per AS 15 (RevBalance

Of Profit And L

Against Free Rehe Year

opriation

Statement of Plus

ts Land at Palgh

ORROWINGS

Balance Sheet d

nce

vised)

Loss

eserves

Profit And Loss

ar on 31st May

date in repayme

s

2013

ent of loans an

d interest with

1

219,136

As aMarch

As atMarch

h respect to abo

87,435,204 2,175,376 10,000,000

3,161,177

13,554,850

2,064,441 ,048

t 31st h, 2016

t 31st h, 2016

700,000

- 700,000

466,413,981

466,413,981

404,947,354 (48,601,564) 356,345,790

16,972,914 2,104,861

19,077,775

23,805,796

- (64,121,916) (40,316,120)

(40,316,120) 802,221,426

ove: (1) Period o

As at 31st March. 2015

389,1039,0020,00

17

3,826

13,554

2,064468,470

As at 31st March, 2015

70

70

466,413

466,41

443,754(38,80

404,947

16,972

16,972

438,032(246,76(167,4623,805

23,805912,840

of Default : Earl

94 

 

06,58800,00000,00073,440

6,067

4,850

4,4410,386

00,000-

00,000

3,981 -

13,981

4,167 6,813)7,354

2,914 -

2,914

2,001 60,614)65,591)5,796

- 5,796 0,045

lier

Page 97: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

CorpSpcob

Fund(IDB

**

***

$

@

5.1 O

NOT

4- Th

orate Loan-StaSecured primarpersonal guarancompany. Furthof 100% of E-Cbase rate. The r

ded Interest TI).

Secured primaguarantee of t(movable and form of pledgefloating rate oand to be fully2020.

Secured by subpledge of shar

Secured by Hy

Secured by Hy

Repaymen

Out the above laggregating to

TE 6: DEFERR

Liabilities

Depreciation

Employee Be

Unabsorbed D

Net Deferred

Net Deferredhe Company hextent there is

ate Bank of Inrily by first chantee of three dher, additional Class Educatiorepayment of t

Term Loan (FI

arily by first pthree directors immovable) of

e of promoter'sof interest rangiy repaid by Sep

bservient chargres of the Comp

ypothecation of

ypothecation of

nt shall commen

loans, three Dio Rs. 455,140

RED TAX LIA

nefits / Expens

Depreciation *

d Tax Liability

d Tax Liability has recognised

deferred tax lia

dia (SBI) arge (Hypothecadirectors and ccollateral secu

on System Ltdhe Loan shall c

ITL) and Wo

part passu chaand collaterallf the Companys shares to the ing between 2.ptember 2016. T

ge over current apany carrying fl

respective vehi

f respective veh

nce from the fin

irectors of the C,795/-.

ABILITIES (NE

ses Allowable o

y Charged To

deferred tax aability on timin

ation and mortgcollaterally security carrying f. has also beencommence from

rking Capital

rge over the ely secured by sy, with IDBI baextent of 100%75% to 3% abThe repayment

and movable fixfloating rate of i

icles purchased

hicles purchase

nancial year 201

Company have

ET)

on Payment oas

Statement of P

asset of 17,867ng differences t

gage) over the cured by extenfirst pari-passun given. The sm September 20

l Term Loan (

entire current asecond part - pank. Further, ad% of E-Class Ed

ove base rate. t of FITL shall

xed assets of thinterest of 2% a

carrying interes

d carrying inter

15-16 up to 202

e given their pe

Asis

Profit And Lo

7,925/- (31 Mathat will reverse

fixed assets (imsion of hypoth charge in the aid Loan carri

015 and to be fu

(WCTL) - Sit

assets (presentpassu charge (hdditional collatducation SystemThe repaymentcommence from

he company as wabove base rate

st ranging from

rest ranging fro

24-25.

ersonal guarant

(A) Assets

(B) oss (D) = A-B-C

(E )=C+D arch 2015: 8,50e in the future.

mmovable and mhecation chargeform of pledgees floating rat

ully repaid by M

ta and Industr

and future) ohypothecation aeral security cam Ltd. has alsot of WCTL sham December 2

well as personae and repayable

m 10.75% to 13.2

om 12% and rep

tee for secured

As aMarch

C (

05,329/-) on un

movable) of thee over entire ce of promoter'ste of interest ra

March 2020.

rial Developm

of the companyand mortgage) arrying first pao been given. Tall commence f015 and to be f

l guarantee of te by June, 2018

25% and repaya

payable by Mar

loans (except

t 31st h, 2016,

39,968,57639,968,576

366,609

17 867 92518,234,534

36,133,774

(14,399,732)

21,734,042 nabsorbed dep

e company as wcurrent assets s shares to the anging of 3%

ment Bank of I

y as well as peover the fixed

art-passu chargeThe said Loans from Septembefully repaid by

three directors a.

able by May-20

rch-2021.

vehicle loan)

As at 31st March, 2015

45,7345,73

1,1008,5059,60

36,13

3 6 , 1 3 3 ,reciation to th

95 

 

well as of the extent above

India

ersonal d assets e in the carries

er 2015 March

and

016.

5

39,40939,409

0,306 5,329 05,635

3,774

(0)

7 7 4he

Page 98: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

NOT

 

NOT

** Seguaracompof E-C

###

## A

NOT

 NOT

 

E 7: LONG TE

Provision For Provision For GTotal of Long

E: 8 SHORT T

ecured primarilantee of three dpany. Further, aClass Education

It consist of loa

All inter corpora

TE 9 TRADE P

Micro, Small AOthers

Total of Trade

TE 10: OTHER

Current MatuFrom Banks Vehicle LoansSales Tax Defe

Advance FromUnpaid DivideOther PayableOutstanding EOutstanding StTotal Of Othe

ERM PROVIS

Employees BeGratuity Term Provisio

TERM BORR

Loan RepaSecured Cash CreditCash CreditLoans & AUnsecured Loan From Deposit Unsecured Inter corpor

ly by first paridirectors and coadditional collatn System Ltd. h

an from three D

ate deposits are

AYABLES

And Medium Ent

es Payable

CURRENT LIA

urities Of Long-

s erred Loan

m Customers end s

Expenses atutory Liabilir Current Liab

SIONS

nefit

ons

OWINGS

ayable on Dem

t from State Bat from Industria

Advances From

Directors###

rate Deposits ##

i passu charge ollaterally. Secuteral security cahas also been gi

Directors and ar

e taken against

terprises (Refer

ABILITIES

-Term Borrowi

ities bilities

and From Ban

ank Of India al Development

m Related Parti

#

over stock andured by secondarrying first pariven. The said l

re interest free-

pledge of Prom

Note 33)

ings (Refer Not

A

nks

t of India ies

12 2 32 24

d book debts od part - passu cri-passu chargeloan carries inte

- Further, all th

moters Equity S

te 5)

As at March, 20

26,101,133 25,258,474

2,912,875

45,544,856

of the Companyharge (hypothe

e in the form of erest rate rangin

he loans are pro

Shares held in t

As

16 As at 126,3 25,35 59,55 152,3

y with other wecation and mof pledge of promng between 2.75

ovided by the di

the Company.

As atMarch

As atMarch

2

2

at 31st 2016

1,186,436 1,186,436

March, 2016

380,657 55,622

54,200

370,696

working capital ortgage) over thmoters shares to5% to 3% abov

irector from the

t 31st h, 2016

95,017,607

95,017,607

t 31st h, 2016

255,530,215 739,091 124,660

9,716,109 328,730

8,364,682 1,882,338

276,685,825

M at 31sMarch, 2015

3,3913,391

lender and pehe fixed assets o the extent of e base rate.

eir own funds.

As at 31st March, 2015

94,370,945

94,370

As at 31st March, 2015

192,8931,219

12411,900

501

11,4904,111

222,242

96 

 

t 5

1,297 1,297

ersonal of the 100%

0,945

3,879 9,942 4,660 0,791 1,713

0,088 1,353 2,426

Page 99: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

NOT

 NOT

  NOT

 

NOT

 

 

TE 11 SHORT

Others Provision For ITotal Of Short

TE 13 NON CU

Trade OthersInvestmi Subsi 25,000Educatii Othe 5,000operatiTotal o

AggregAggreg Total

E 14: LONG T

Security DepoUnsecured, Con

Total Of Long

E 15: INVENT

RawWorFiniTradStorTota

TERM PROV

Income Tax t Term Provisio

URRENT INVE

Investments s (Valued at coment In Unquoidiary 0,000 Equity Shtion System Ltd ers 0 Equity Shares ive Bank Ltd. (3of Non-Curren

gate amount of gate amount of

of Non-Curren

TERM LOANS

sits nsidered Good

g Term Loans A

TORIES

w Materials rk-In-Progress shed Goods ding Goods res & Spares al of Inventorie

ISIONS

ons

ESTMENTS

st) oted Equity Ins

hares of Rs. 10/-(31 March 201

of Rs. 10/- Eac31 March 2015 :t Investments

quoted investmunquoted invest

nt Assets

S AND ADVAN

And Advances

es

struments

- Each Fully Pai5: 15,000,000 S

ch Fully Paid up: 5000 Shares)

ments tments

NCES

id up of E-ClassShares)

p of Abhuydaya

As at 31st Ma

As at

s

Co-

250,00

250,00

arch, 2016 121,373,04110,080,63

24,438,6146,328,16

17,067,20419,287,70

As atMarch

March, 2016

250,000,000

-

250,000,000

- 00,000

00,000

As atMarch

As at 31st

47 33 55 61 07 02

t 31st h, 2016

1,566,479 1,566,479

As at March

0

-

150

0 150

- 150,050

150,050,000

t 31st h, 2016

4,100,673

4,100,673.

March, 2015 106,34105,13

48,35357,09

23,50640,42

As at 31st March, 2015

4,0044,004

h, 2015

0,000,000

50,000

0,050,000

0,000

0

As at 31st March, 2015

4,107

4,107

44,239 35,603 50,188 96,552 01,210 27,495

97 

 

5

4,198 4,198

7,629

7,629

Page 100: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

NOTE 12: FIXE

Par

A. Tangible A

Freehold Land

Building

Plant & Mach

Furniture &I F

Vehicles

Office Equipm

Total Tangib

B. IntangibleBrand

Total Intangib

TOTAL (A+B

Previous Year 

12.1 Adoption

Effective from

ED ASSETS AS ON

rticulars

Assets: (Owned)

d

inery

ixture

ment’s

le Assets

e Assets:

ble Assets

B)

r

n of useful life of the

m 1 April, 2014 the co

N 31st MARCI1 2016

As on 1st April, 2015

585,143,048

218,413,827

263,756,576

73,689,719

32524,475

6,421,251

1,179,948,896

72,930,746

72,930,746

1,252,879,642

1,598,859,521

e assets as per the req

ompany has charged

6

GROSS BLOCKAdditions During the

Year

DDu

-

29,767

83,556

113,323

-

-

113,323

5,792,038

quirement of schedu

d depredation based o

S

NOTES FORM

K (AT COST) Deductions uring the Year

As o

Z4 ,t

50,287,860

8,381,254

918,644

59,587,758

-

-

59,587,758

351,771,917

ule II of the Compa

on revised remainin

SUNDARAM MULT

MING PART OF FIN

on 31st March 2016

As

534,855,188

218,413,827

255,375,322

73,719,486

31,605,831

6,504,807

1,120,474,461

1,193,405,207 ,

1,252,879,642

anies Act,2013

g useful life of the as

TI PAP LTD.

NANCIAL STATEM

on 1st April, 2015

F

-

92,454,237

72,565,948

49,837,812

17,297,181

5,373,589

237,528,767

290,403,559

289,686,243

ssets as per the requi

MENTS

DEPRECIATIOFor the Year De

D

4,311,453

10,200,688

4,878,506

3,105,482

247,459

22,743,588

10,027,979

10,027,979

32,771,567

33,067,973 2

irement of Schedule

ON eductions uring the

Year

As onMarc

-

- 96

1,181,514 81

54

872,712 19

- 5

2,054,226 258

- 62

- 62

2,054,226 321

269,766,399 290

II of the Companie

n 31st ch 2016

As on 3March 2

- 534,85

,765,690 121,64

,585,122 173,79

,716,318 19,0

9,529,951 12,07

,621,048 88

,218,129 862,25

2,902,771 10,02

,902,771 10,02

,120,900 872,28

0,403,559 962,47

es Act, 2013 as per Pa

Amount in Rs

NET BLOCK 31st 2016

As on 31March 20

55,188 585,14

48,137 125,95

90,200 191,19

003468 23,85

75,880 15,22

83,759 1,04

56,331 942,42

27,975 20,05

27,975 20,05

84,306 962,47

76,082

ara 7(b) of notes to pa

98 

 

1st 015

43,048

59,590

90,628

51,907

27,294

47,662

20,129

55,954

55,954

76,083

art C.

Page 101: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

 

NOTE

Tota NOT

Inclu

NOT

NOTE

Loansto sub

Loan

MUFRN—

W

Cash-In-Hand Cash Balance

Bank Balance

In Current AIn Deposit AIn Dividend Ac

Total of Cash A

E 16: TRADE R

Debts OverduUnsecured, Co

Others Unsecured, Co

al Of Trade R

TE 17: CASH A

udes Deposit Wi

TE 18 : SHORT

Loans & AdvaUnsecured, CoLoan To Subsi

Others Unsecured, CoAdvance To SuAdvance IncomBalance With RPrepaid ExpenAdvance To EmOther AdvanceTotal Of Shor

E 18.1: DISCLO

s & Advances Tbsidiaries

to Subsidy- E C

MU — 10 VII/

W100 00

Accountsccountsccounts

And Cash Equi

RECEIVABLES

ue Beyond 6 Moonsidered Good

onsidered Good

Receivables

AND CASH EQ

ith Banks Of 10

T TERM LOAN

ances To Relateonsidered Goodidiary - E-Class

onsidered Gooduppliers me Tax Revenue Authonses mployees es t Term Loans A

OSURE REQU

To Related Partie

Class Education

ivalent (A) + (B

onths d

d

QUIVALENTS

,289,1111- (31 M

NS AND ADVA

ed Parties d s Education Sys

d

orities

And Advances

UIRED BY CLA

es include loans

n System Ltd

B)

March 2015: 11

ANCES

stem Ltd.

s

AUSE 32 OF LI

Balance

1

8,771/-) with or

ISTING AGRE

As at 31st Mar

137,179,990

Sub Total (

Sub Total (

riginal maturity

EEMENT

rch,2016

Maxoutstanding d

the

223,23

As aMarch

(A)

(II)

As atMarch

1

1

2

y of more than

As atMarch

1

2

ximum during e Year

Balan

31,138

t 31st h, 2016

303,65410,289,111

379,71710,972,482

13,362,218

2,389,736 2,389,736

t 31st h, 2016

137,981,805

132,496,333

270,478,138

12 months.

t 31st h, 2016

137,179,990

24,955,069 11,431,128 4,796,233 5,800,414

339,590 48,808,509

233,31.0,933

As at 31s

nce

223,231,13

M at 31st March, 2015

2,1032,103

3,2901185523,96

6,065

Z

As at 31st March, 2015

166,795

50,649

217,444

As at 31st March, 2015

223,231

28,06312,9553,356

567364

71,456339,994

st March,2015

outstand

8 2

99 

 

5

3,4863,486

0,382 ,771

2,600 61,753

5,239

5

5,288

9,006 I

4,294

5

1,138

3,397 5,052 6,033 7,847 4,590 6,720 4,777

Maximum ding during

the Year

223,231,138

Page 102: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

NOTE

 

E 19: OTHER C

Dividend Recei

Interest Receiv

Total Of Othe

CURRENT AS

ivable

vable

r Current Asse

SSETS

ets

As atMarch

t 31st h, 2016

7,500

39,503

147,003

As at 31st March, 2015

/5

139

154

100 

 

5,000

9,503

4,503

Page 103: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 NOT

RO

A

L

NOT

NOT

 

NOT

 NOT

TE 22 : COST O

Raw Material CoOpening Stock

Add: Purchases

Raw MatTranspo

Less: Closing St

E 20: REVENU

Sale of Produc

Local SaleTrading Sa

Other Operati

Advertise

Less: Exc

Total Of ReveE 21: OTHER

Dividend Exchange FlucSundry BalancTotal Of Other

E 23 : CHANG

Inventory (at COpening StockOpening StockOpening StockLess: InventoryLess: Trading SLess: Closing SLess: Closing SLess: Closing STotal Of Chan

E 24: EMPLO

Salaries Ar WagContribution. TDirector's RemStaff WelfareTotal Of Emp

OF MATERIAL

onsumed

s

terial Sales rt Inwards

tock

UE FROM OP

cts

es ales

ng Revenues

ement Income

cise Duty

enue From OperR INCOME

ctuation On Expe Written Back r Income

GES IN INVE

Commencemenk-Finished Goodk-Work In Progrk-Stock-in-Trady (at Close) Stock Transfer EStock-Finished-

Stock-Work In PStock-Stock-in-

nges In Invento

YMENT BENE

gesTo Provident F

muneration

ployment Bene

CONSUMED

S

NOTES

PERATIONS

rations

ports

NTORIES OF

nt) ds ress

de

Exceptional itemGoods Progress -Trade

ories Of Finishe

EFIT EXPENS

und, Gratuity A

efit Expenses

SUNDARAM

FORMING PAR

F FINISHED G

ms

ed Goods And

SES

And Other Fund

M MULTI P

RT OF FINANC

GOODS AND W

Work-In-Progr

ds

 

AP LIMITE

CIAL STATEM

WORK-IN-PR

ress

15

71

5

ED

MENTS

As atMarch

As atMarch

ROGRESS

As atMarch

13

1

11

As at March

106,344,239 597,477,579

16,062,183719,884,001 121,373,047 98,510,955

t 31st h, 2016

856,686,553 128,022,189

984,708,743'

555,000

985,263,743 25,051,136

960,212,607

t 31st h, 2016

1,378,459 1,162,372 2,740,831

t 31st h, 2016

48,350,188

105,135,306 357,096,552

106,545,954

24,438,655 110,080,633 146,328,161 123,188643

31st h 201627,151,025

1,110,809 3,000,000

269,090 31,530,924

166,882671,546(160,66121,957,3699,72106,34593,380

As at 31st March, 2015

852,366

5,317

857,683

900

858,58325,558

833,024

As at 31st March, 2015

71,943

1,951

M at 31st March, 2015

18,61170,97207,09

48,35105,13357,09

113,902

As at 31st March 2015

28,7781,6865,250

39336,109

101 

 

2,137 6,086 1,213) 3564,366 4,2390,127

5

6,118

7,124

3,242

0,000

3,242 8,646

4,596

7,500 3,521

- 1,021

0,8355,0023,750

-0,1885,3066,552

2,459)

8,8676,3030,0003,9849,154

Page 104: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

NOT

NOT

 NOT

,

Note

Note

Note

T

LLSSTS

T  

TE 25: FINANC

IntereOtherLess: Less: Total

TE 26: DEPRE

Depredation Amortisation OTotal Of Dep

TE 27: OTHER

e 27 A: ManufaPower And FuJob Work ExpeRepair & MainRepair & MainSecurity ExpenService Tax Other ManufacStores & Pack

e 27 B: Selling Sales PromotioFreight, CleariLoading & UnCommission CTempo Expens

e 27 C: AdminiRent ExpensesInsurance ExpRates & TaxesWealth Tax Motor Car Exp

Travelling ExpeComputer MaiConveyance EPostage & CouLegal, ProfessPrinting & StatAuditors RemuElectricity ExpExchange Fluc

Listing & RegisLoss On Sale OfSubscription ChSundry BalanceTelephone ExpeSundry Expense

Total of Other E

CE COST

est Expenses r Borrowing CosInterest Capital

Interest Incomel Of Finance Co

ECIATION & A

Of Intangibles preciation & A

R EXPENSES

acturing Expenuel enses ntenance To Buntenance To Manses

cturing Exp ing Material Co

& Distributionon & Advertiseing & Forwardi

nloading ChargeCharges ses

strative Expenss enses Expenses

penses enses intenance

Expenses urier ional & Consultionery uneration (Refepenses ctuation On Expstration Fees f Fixed Assets (harges e W/Off enses es

Expenses (Note

sts lised

e ost AMORTIZATI

Amortization E

nses

uilding achinery

onsumed

n Expenses ement Expensesing Charges es

ses

ltancy Charges

er Note - 32)

ports

(Net)

e 27 A+ 27 8+ 2

ION EXPENSE

Expenses

s

27 C)

 

As at 31s

ES

Su

Su

Su

st March, 2016

118,44,2

122,623,299,4

ub Total Note 27

ub Total Note 2

ub Total Note 2

415,093275,687

- 690,780 213,543477,237

As aMarch

As atMarch

7 A

7 B

7 C

As at 31st March, 2015

149,8,7

157,836,

121,6

at 31st h, 2016

22,743,588 10,027,979 32,771,567

t 31st h,. 2016

3,025,476 11,449,727

305,198 3,683,157

- 587,527

- 22,606,964 41,658,049

336,316 3,024,631 3,900,098 1,000,000 1,990,690

10,251,735

1,299,431 604,421

236,462 -

442,146 144,940 93,910 35,856

5,825 7,269,942 1,230,989 1,160,000

206,474 58,935

604,235 1,488

16,302

345,517 2,442,613

16,199,487

112,550731,708

- 844,258 198,505645,753

As at 31st March, 2015

29,054,01

33,067

As at 31st March, 2015

2,74912,833

6842,78

2891,16

3548,6169,147

322,7852,336

2,6988,14

8033,398

35470

9537803026

3052,615

533375724

486

397,160

564375

19,59996,888

102 

 

56,781 1,192 7,973

9,627 3,794 4,180 1,657 9,267 1,878 5,150 1,663 7,216

1,479 5,120 6,235

- 8,921 1,755

3,897 8,795 4,876 0,0203,191 0,487 0,596 6,357 5,601 5,533 3,952 5,000 4,560

- 6,714

- 9,180 0,768 4,946 5,211 9,684 8,655

Page 105: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

NOTE

ProfitLoss oReverPre-MTotal

 

 

 

 

E 28: EXCEPTI

t on Sale of Fixeon Sale of Non-rsal of Accrued

Maturity of Keyml of Exceptiona

IONAL ITEMS

ed Assets -Moving Items Interest Receiva

man Insurance Pl Items

able Policy

As at 31st Marchh 2016 37,638,9

(106,545,9535,8

(68,871,13

As at 31st 65

54) 55

- 34)

March 2015 83,

(116,3(30,5

29,(34,0

103 

 

456,086 379,845) 562,920) 455,965

030,715)

Page 106: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

104 

 

Sundaram Multi Pap Limited

Notes forming part of Financial Statements Note29 Contingent Liability: (Amount in Rs)

31 March 2016 31 March 2015

Excise duty matter disputed with Commissioner of 4,190,537 4,190,537

Central Excise (Appeals) - IV pertaining to FY 2012-13 (Dispute regarding demand raised on excise duty of usance charges for the financial year 2012-2013, matter disputed with Commissioner of Central Excise (Appeals) - IV) Note 30 In the opinion of the management, current assets, loans, advances and deposits are approximately of the value stated, if realized in the ordinary course of business. The provision of all known liabilities is adequate and not in excess of the amount reasonably necessary. Note 31 Balances of certain trade receivables, trade payables and loans and advances are subject to confirmations / reconciliation and consequential adjustments, if any. The management does not expect any material variation affecting the current year's financial statements on account of such reconciliation / adjustments. Note 32

Auditors Remuneration: (Amount in Rs)

Particulars Current Year Previous Year Audit fees 400,000 300,000 Tax Audit fees 75,000 75,000 Income Tax Matters 760,000 - Others - - Total 123,5000 375,000

Note 33 Disclosure under MSMED Act, 2006: The Company has not received any information from the "suppliers" regarding their status under the Micro Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to the amounts as at year end together with interest paid / payable as required under the said act have not been given. Note 34 Segment Reporting: Primary Segment (Business): The Company operates in single business segment of manufacture and sale of exercise note books and paper. Hence, further disclosure required as per Accounting Standard AS-17 "Segment Reporting" is not given.

 

Page 107: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

105 

 

Note 35

Related Party Disclosures:

a) List of related parties with whom the Company has entered into transactions during the year in the ordinary course of business:

Relationship Name Nature Wholly owned Subsidiary E Class Education System Limited Company Key Management Personnel (KMP)

Mr. Amrut P. Shah Chairman & Managing Director

Mr. Shantilal P. Shah Whole-time Director Mr. Hasmukh A. Gada

(Resigned w.e.f. 1 April Whole-time Director

Mr. Manik R. Makwana Company Secretary Enterprise over which KMP are able to exercise significant influence

Sundaram Bio-Tech. Pvt. Ltd Company

Relatives of KMP Mr. Raichand P. Shah Brother of Amrut P. Shah & Shantilal P. Shah

b) Transactions with Related Parties: (Amount in Rs) Particulars Wholly Owned

Subsidiary KMP Relatives of

KMP

100,101,800 - Loan given to E Class Education System Limited

(223,231,138) (-) (-) Repayment of loan given to E Class Education System Limited (Z100,000,000/-Repayment by issue of share)

209,130,939 - -

( - ) (-) (-)

Interest charged on loan given to E Class 22,977,991 - - Education System Limited (36,198,505) (-) (-)

Particulars Wholly Owned

Subsidiary

KMP Relatives of KMP

Loan Taken Details are as under: Mr. Amrut P. Shah Mr. Shanti P. Shah Mr. Hasmukh A. Gada

- (-) - - -

(-) -

(-)

22,791,970 (126,621,391)

7,431,200

(93,001,023) 2,860,770

(21,120368) -

(12,500,000)

- (-) -

(-) -

(-) -

(-)

Page 108: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

106 

 

Repayment of Loan taken - 36,933,295 - (-) (94,765,101) (-)

Details are as under: Mr. Amrut P. Shah - 31,015,200 -

(-) (74,616,699) (-)

Mr. Shantilal P. Shah - 4,975,395 -

(-) (20,148,402) (-)

Mr.Hasmukh A.Gada - 942,700 -

( - ) ( - ) ( - )

Remuneration - 3,000,000 1,500,000 (-) (5,250,000) (1,200,000)

Details are as under:

Mr. Amrut P. Shah - 1,980,000 -

(-) (2,000,000) (-)

Mr. Shantilal P. Shah

1,020,000

(-) (1,000,000) (-)

Mr. Hasmukh A. Gada

-( - )

(-) (2,250,000) (-)

Mr. Raichand P. Shah - - 1,500,000

(-) (-) (1,200,000) Rent Paid to - - - Mrs. Nayna S. Shah (-) (-) (189,000) Interest Paid to Mr. Hasmukh A. Gada - - -

(-) (1,413,384) (-)Figures in bracket reflects previous year's amount

c) Outstanding Balances of Related Parties: (Amount in Rs) Particulars Wholly

Owned Subsidiary

KMP Enterprise over which KMP are able to exercise significant influence

Relatives of KMP

Short term Loans and advances/Recoverable

137,179,990 (223,231,138)

- (-)

- (3000)

- (-)

Short term Borrowings/Payable

- (-)

32,912,874 - (-)

- (46,902)

Investments 250,000,000 (150,000,000)

- (-)

- (-)

- (-)

Figures in brackets reflects previous year’s amount

Page 109: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

107 

 

Note 36

Computation of Basic and Diluted Earnings Per Share (EPS):

Particulars Current Year Previous Year

Net Profit/(Loss) After Tax available to equity shareholders (in Z) (64,121,915) (167,465,591) Weighted average number of equity shares for Basic and Diluted EPS 215,605,773 215,605,773

Basic and diluted earnings per share (Face Value Z 1) (in Z) (0.30) (0.78)

Note 37

a) Details of Sales value of Products:

Class of Goods Sale Value

RsFor the year ended

31.03.2016For the year ended

31.03.2015Class of goods Exercise Books 831,635,417 826,807,471 Trading 128,022,189 5,317,124 Total 959,657,606 832,124,595

The above figures are net of excise duty of Rs 25,118,841(P.Y. Rs 225,558,646)

b) Details of opening & closing stock of Finished Goods:

Class of Goods Opening Stock (in Rs) Closing Stock (in Rs)

For the year ended 31.03.2016

For the year ended 31.03.2015

For the year ended 31.03.2016

For the year ended 31.03.2015

Exercise Books 48,350,188 17,798,242 24,438,655 48,350,188Paper - 812,593 - -

Trading of Copier Paper & Others

357,096,552 207,093,750 146,328,161 357,096,552

Total 405,446,740 225,704,585 170,766,816 405,446,740

c) Details of Opening & Closing Stock of Semi-Finished Goods:

Class of Goods

Opening Stock (in Rs) Closing Stock (in Rs) For the year ended

31.03.2016 For the year ended

31.03.2015For the year ended

31.03.2016For the year ended

31.03.2015Exercise Books 86,628,450 151,836,018 99,773,777 86,628,450

Paper 18,506,856 19,138,984 10,306,856 18,506,856 Total 105,135,306 170,975,002 110,080,633 105,135,306

Page 110: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

108 

 

Note 38

Value of Raw Material Consumed:

Particulars For the year ended 31.03.2016 For the year ended 31.03.2015

Amount

Rs

% Amount Rs

%

Raw Materials

(Paper & Paper Boards)

( i ) Impor ted ( i i ) Indigenous

598,510,955 -

100.00%

- -

100.00% 593,380,127

Total 598,510,955 100.00% 593,380,127 100.00%

Raw Material Purchase (Breakup) 2015-16 (Amt in Rs) Paper 494,103,371 Duplex Board 82,866,786 Others 20,507,422 Total 597,477,579

Note 39

Earnings & Expenditure in Foreign Currency: (Amount in Rs)

Particulars For the year ended 31.03.2016

For the year ended 31.03.2015

Expenditure: Traveling Expenses . - 31,375

Note 40:

Employee benefits

1. Defined contribution plans: The Company makes Provident Fund contributions which are defined contribution plans, for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. Provident fund contributions amounting to Z 6,72Lacs (31 March 2015: Z12.66Lacs) have been charged to the Statement of Profit and Loss. The contributions payable to this plan by the Company is atrates specified in the rules of the scheme.

2. Defined benefit plans The Company has a defined benefit gratuity plan. Every employee who has completed continuous service for five years or more gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance Company in the form of a qualifying insurance policy.

Page 111: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

109 

 

The following table sets out the amounts recognized in the Company's financial statements as at 31 March 2016.

Particulars As at March 2016

Change in the Defined Benefit Obligation :

Opening Defined Benefit Obligation 2,492,083

Current Service Cost 2,93,880

Interest Cost 1,99,367

Actuarial Losses/(Gain) 4,55,319

Past Service Cost -

Actuarial Losses/(Gain) due to Curtailment -

Benefits Paid (550,491)

Closing Defined Benefit Obligation 2,890,158

Change in Fair Value of Assets :

Opening Fair Value of Plan Assets 1,824,275

Expected Return on Plan Assets 132,331

Actuarial Gain/(Losses) -

Contributions by Employer 297,607

Assets Acquired on Acquisition / (Distributed on Divestiture)

-

Benefits Paid (550,491)

Closing Fair Value of Plan Assets 1,703,722

Amount Recognized in Balance Sheet :

Present Value of Funded Obligation 2,890,158

Fair Value of Plan Assets 1,703,722

Unrecognized Past Service Cost -

Net Obligation recognized in Balance Sheet 1,186,436

Expenses Recognized in Statement of Profit & Loss

Page 112: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

110 

 

Account:

Current Service Cost 2,93,880

Interest on Defined Benefit Obligation 1,99,367

Expected Return on Plan Assets (132,331)

Net Actuarial Gain/(Loss) recognized in the year 455,319

Expenses Recognized in Statement of Profit & Loss Account

816,235

Summary of Principal Actuarial Assumptions :

Discount Rate (p.a) 8%

Expected Rate of Return on Assets (p.a)

Salary Escalation Rate (p.a) 4%

Note 41

Disclosure in respect of lease:

The Company has entered into operating lease arrangements for office premises. The leases are

Non-cancellable and are for a period of 1 November 2014 to 31 October 2017 and may be renewed for a further period of 2 years based on mutual agreement of the parties. The lease agreements provide for an increase in the lease payment by 8 to 10% every year.

(Amount in Rs)

Future minimum Tease payments 2016 2015 Not later than one year 1,085,450 1,020,000 Later than one year and not later than five years 3,013,130 4,098,580 (Up to 31" October, 2019) Later than five years Lease payments of Rs 1,020,000 (31 March 2015: 425,000) recognised in the Statement of Profit and Loss.

Note 42

On 14th November 2014, the Board of Directors announced a plan to permanently close down Nagpur Paper Unit subject to the completion of necessary formalities. This is not a separate segment as per AS 17, Segment Reporting. The disposal is consistent with the Company's long-Term strategy to focus its activities at Palghar unit. The Company is actively seeking a buyer for the plant & machineries and other fixed assets at Nagpur unit and hopes to complete the sale by the end of March 2017. At 31 March 2016, the carrying amount of the assets of the Nagpur unit was Rs. 3107.03 Lakhs (previous year 3279.31 lakhs) and its liabilities were' 415.52 lakhs (previous year Z 419.74 lakhs). In the opinion of the Board of Directors, the assets have a value on realization at least equal to the amounts at which they

are stated in the Balance Sheet.

Page 113: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

111 

 

  Loans given by the company as at 31st March, 2016 Investments made by the company as at 31st March, 2016

Total

 

Particulars For the Year Ended on 31-03-2016

For the Year Ended on 31-03-2015

Revenue 380,230 370,418 Expenditure 23,265,338 2,226,218 Loss on sale of Asset (5,074,739) (13,641,745) Profit Before Tax (27,959,847) (32,153,507) Profit After Tax (27,959,847) (32,159,707) Total Assets 410,538,488 442,866,788 Total Liabilities 41,552,653 41,974,112 Cash flow(used in)/from Operating Activities (2,025,964) (6,626,544) Cash flow(used in)/from Investing Activities 2,125,000 6,425,537 Cash flow(used in)/ from Financing Activities (1,998) (92,399)

Note 43

Details of loans given, investments made and guarantee given covered u/s 186 (4) of the Companies Act,2013

(Amount in Rs)

31 March 2016

31 March 2015

137,179,990 223,231,138

250,000,000 150,000,000

387,179,990 373,231,138

Page 114: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

112 

 

 For Bhuta Shah & Co. LLP Chartered Accountants

Regn No 101 J W100100

For and on behalf of the Board of Directors

Amrut P. Shah

Chairman & Managing- Director

− MUMBAI co* FRN —101474W

W100100 1C'QED ACC

Bhuta

Partner

Membership No. 03395

Shantilal P. Shah Whole-time Director

Manik  

Note 44

Previous year figures have been re-grouped/re-classified wherever considered necessary to compare with current year figures.

As per our report of even date attached

Rajesh B. Jain Manik R. Makwana

Chief Financial Officer Company Secretary

Mumbai, 23rdMay, 2016

Page 115: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

CH

BHARTERED

BHUT

Indepen

To the M

Report o

We haveLIMITEProfit anaccountin

Manage

The ComCompanstatemenflows ofincludingCompanaccountiCompanyappropridesign, ieffectivepreparatimaterial

AuditorOur respaudit. We havematters wRules maWe con143(10) perform from matAn audit financialof the risthose rispreparatiappropriaand the rthe overa

D ACCOUN

TA SH

ndent Audito

Members of S

on the Stand

e audited thD ("the Comnd Loss andng policies a

ement's Resp

mpany's Boanies Act, 20nts that givef the Compg the Accou

nies (Accouing records y and for priate accountiimplementately for ensuion and presmisstatemen

s' Responsibponsibility i

e taken intowhich are reade thereundeducted our of the Act. the audit t

terial misstatinvolves per

l statements. sks of matersk assessmeion of the finate in the cirreasonableneall presentatio

TANTS

HAH &

ors' Report

SUNDARAM

dalone Fina

he accompanmpany"), whd the Cash Fand other exp

ponsibility o

ard of Direc013 ("the Ae a true andany in acco

unting Standnts) Rules. in accordan

reventing aning policies;tion and ma

uring the acsentation of nt , whether d

bility is to expres

o account thequired to ber. audit in acThose Stan

to obtain retement. rforming procThe procedu

rial misstatements, the aunancial statemrcumstances.ess of the acon of the finan

& CO.

M MULTI P

ancial Statem

nying standahich comprisFlow Statemplanatory inf

on Standalo

ctors are reAct") with rd fair view oordance withdards specifi

2014. Thisnce with thend detecting ; making judaintenance ocuracy and

f financial stdue to fraud

s an opinio

he provisionbe included

ccordance wndards requirasonable as

cedures to obures selectedment of the fuditor considments that giv. An audit a

ccounting estncial stateme

.

PAP LIMITE

ments

alone financse the Balan

ment for the formation.

ne Financia

sponsible forespect to thof the finanh the accoued under ses responsibe provision frauds and o

dgments andof adequate i

completenetatements thor error.

n on these

n of the Acin the audit

with the Stare that we cssurance abo

btain audit evd depend on financial statders internave a true and lso includes timates madents.

ED

cial statemennce Sheet as

year then e

al Statement

or the mattehe preparat

ncial positionunting princection 133 oility also inof the Act other irregul

d estimates thinternal finaess of the aat give a tru

standalone

ct, the accoureport unde

andards on comply with out whether

vidence aboutthe - auditortements, wheal financial fair view in oevaluating t

e by the Com

901/902, R

Nariman P

T : +91 22

nts of SUN at 31 Marcended, and

ts

ers stated inion of thesn, financial iples generaf the Act, rncludes mafor safegualarities; selechat are reasoancial controaccounting rue and fair v

financial st

unting and er the provis

Auditing spethical requ

r the financ

t the amountsr's judgment,ether due to control rele

order to desigthe approprimpany's dire

Regent Chamb

Point, Mumbai

4343 9191 / +

NADARAM ch 2015, thea summary

n Section 13e standalonperformanc

ally accepteread with Ruaintenance oarding the asction and aponable and pols, that werrecords, releview and ar

atements ba

auditing stasion of the A

pecified unuirements anial statemen

s and the dis, including thfraud or err

evant to thgn audit proceateness of th

ectors as, well

11

bers,

- 400 021.

+91 22 2283 26

MULTI PAe Statement

of significa

34(5) of thene financialce and cash ed in India,ule 7 of theof adequate ssets of thepplication orprudent; and re operating evant to the re free from

ased on our

andards andAct and the

der sectionnd plan andnts are free

closure in thhe assessmenor. In makine Companyedures that arhe accountinl as evaluatin

13 

 

626

AP of

ant

r

he nt ng y's re

ng ng

Page 116: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

BCH

HUTA HARTERED A

controlsincludesaccountithe finan

We belieour quali

Basis for

(a) Notby uBen

(b) Notto pdisc24 "

QualifiedIn our opthe effecfinancialfair viewof the Co

Emphas

We draw(a) Not

recemanstatmad

(b) TheComBalamoloan

Acc

Our

SHAHACCOUNTAN

system oves evaluating ing estimatencial stateme

eve that the ified audit op

r Qualified

te 40 to the susing actuarianefits (revised 2

te 42 to the stpermanently closure for d"Discontinuingd Opinion pinion and tocts of the ml statements w in conformompany as a

sis of Matter

w attention tote 31 in theeivables annagement dtements on de in the fina

e investmenmpany wholance Sheetounting to Rn and advancordingly, n

opinion is n

H & CO.NTS

er financial rthe appropr

es made by tnts.

audit evidenpinion on the

Opinion

standalone final techniques2005)".

tandalone finclose down

discontinuingg Operations

o the best ofmatter descri

give the infomity with theat 31 March

rs

o the followie standalonend advancedoes not exaccount of

ancial stateme

nt in E-Claose net wor as at Marc

Rs 223,231,1ces, in wholno provision

not modified

.

reporting anriateness of he Company

nce we have e standalone

nancial states, which cons

nancial statemn Nagpur Pg operation, ".

f our informabed in the Bormation reqe accounting2015 and its

ng matters ine financial

es are subjexpect any msuch reconcents

ass Educatiorth has beech 31, 2015138/- are ouly owned su

n has been m

d in respect o

nd the operatthe account

y's Directors

obtained is e financial sta

ements whichstitutes a depa

ments which dPaper Unit;

which consti

ation and acBasis for Q

quired by theg principles s loss and its

n the notes tostatements ect to confmaterial varciliation/adju

on System en fully ero5. Further,

utstanding asubsidiary a

made in the f

of these matt

ting effectivting policiess, as well as

sufficient anatements.

h describe prarture from th

described thahowever theitutes a depa

cording to thQualified Opie Act in the mgenerally acs cash flows

o financial swhich indicfirmation ariation affeustments. A

Limited, a oded, is caloans and as at March re in the na

financial stat

ters.

veness of sucs used and t evaluating

nd appropria

rovision for Ghe Accountin

at the Compae Company arture from t

he explanatioinion paragrmanner so reccepted in In for the year

tatements: cate that, baand reconcicting the c

Accordingly,

wholly owarried at Rsadvances g31, 2015. T

ature of stratements.

ch controls. the reasonabthe overall p

ate to provid

Gratuity is nong Standard -

any has annohas not giv

the Accountin

ons given toraph above,quired and gndia, of the sr ended on th

alances of ciliation. Hocurrent year

no provisio

wned subsids 150,000,0iven to this

The said invategic inves

1

An audit albleness of tpresentation

de a basis fo

ot determined15 "Employee

ounced a planven separateng Standard —

o us, except f the aforesa

give a true anstate of affai

hat date.

certain tradeowever, ther's financiaon has been

diary of the000/- in thes subsidiary

vestment andstment.

14 

 

lso he of

r

d e

n e

for aid nd irs

e e l n

e e y d

Page 117: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

115 

 

 p,SHA

For Bhuta Shah & Co.Chartered AccountantsFirm Reg. No.: 101474W

CA. Shailesh Bhuta

Partner Membership No.: 033958 Mumbai, 21 May, 2015

0

F.R. Na. 101414 V4),),

;415

901, Regent Chambers, 'Orman Point,

Murnbat - 400 P21.

BHUTA SHAH & CO. CHARTERED ACCOUNTANTS

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order.

2) As required by Section 143 (3) of the Act, we report that:

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) 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;

(c) the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) except for the effect of matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31 March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(f) with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. Company does not have any pending litigations which wouldimpact its financial position;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Page 118: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

BCH

Ann

BHUTA HARTERED A

nexure to th

(ReferrRequirem

i) In resp

(a) Thdet

(b) Thmasizphexp

ii) In respe

(a) AsMa

(b) In phrel

(c) In maphy

iii) Accordor unsecof the C(a)The

repamo

(b) As tto r

iv) In our ointernal purchaseaudit, w

v) Accordinduring th

vi) We have(Cost RecSection records hwith a v

SHAH ACCOUNTAN

he Independ

ed to in parments" of ou

ect of its fixe

he Companytails and situ

he Companyanner over aze of the Comhysically verplanations g

ect of its Inv

s explained anagement aour opinion

hysical verifilation to the our opinion

aintained prysical verific

ding to the incured, to comompanies Ac

Terms of ayable on dounts and intthere is no srecover overdopinion and control systee of inventoe have not ong to the infohe year. e broadly records and Au148 of Comphave been miew to deter

& CO. NTS

dent Auditor

ragraph 1 uur Report of e

ed Assets:

y has maintauation of its fy has a proga period of mpany and trified by thiven to us no

ventories:

to us, the t reasonable

n and accordication of insize of the C

n and accordroper recordcation. nformation ampanies, firmct, 2013. In rarrangeme

demand. In terest has no

stipulation odue amount d

according tem commenory, fixed asbserved any

formation and

viewed the dit) Rules, 2panies Act, 2

maintained. Wrmine wheth

rs' Report

under the heeven date)

ined proper fixed assets.gram of verithree years he nature of

he Managemo material di

inventoriesintervals.

ding to the inventories foCompany andding to the ids of its inv

and explanams or other prespect of su

ent does nothe absence

ot been commn the repaymdoes not aristo the inform

nsurate with tssets and formajor weak

d explanatio

cost records2014 prescri2013, and areWe have, hoher they are a

eading of "R

records sho

ification of which, in o

f its assets. Pment during iscrepancies

s have been

information ollowed by td the nature oinformation ventories an

ations given parties coveruch loans: ot stipulatee of stipulatimented uponment of loanse. mation and the size of thr the sale o

kness in the ions given to u

s maintainedibed by the Ce of the opin

owever, not maccurate or c

Report on O

owing full pa

fixed assetsour opinion,Pursuant to th

the year. were noticed

n physically

and explanathe Managemof its busineand explanand no mater

to us, the Cred in the Re

any repayions, the reg

n. n, therefore t

explanationhe Companyf goods andnternal contrus, the Comp

d by the ComCentral Govnion that, primade a detaicomplete.

Other Lega

articulars, in

s to cover a, is reasonabhe program, According

d on such ve

y verified d

ations given ment are reass.

ations given rial discrep

Company haegister maint

yment schegularity of t

the question

ns given to y and the natud services. Drol system. pany has not

mpany pursuernment undima facie, thiled examina

l and Regu

ncluding qua

all the itemsble having rcertain fixedto the info

erification.

during the

to us, the pasonable and

to us, the Cancies were

as granted lotained under

dule and ththe receipts

n to take reas

us, there is ure of its bus

During the c

t accepted an

uant to the Cder sub-sectihe prescribedation of the

11

latory

antitative

in a phasedregard to thd assets wer

ormation and

year by th

procedures od adequate in

Company hae noticed on

oans, securedr Section 189

he loan arof principa

sonable step

an adequatsiness for th

course of ou

ny deposit

Companies ion (1) of d cost cost records

16 

 

d e

re d

e

of n

as n

d 9

e al

s

e e

ur

s

Page 119: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

117 

 

BHUTA SHAH & CO. CHARTERED ACCOUNTANTS

vii) According to the information and explanations given to us, in respect of statutory dues: (a) The company has generally been regular in depositing, undisputed statutory dues, including Provident

Fund, Investor and Protection Fund, Employees’ State Insurance, Income-tax,Central Sales-tax, Wealth Tax, Service Tax, Excise Duty, Value added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Central Sales Tax, Wealth Tax, Service Tax, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(c) Details of dues of Excise duty which have not been deposited as on March 31, 2015 on account of disputes is given below: Name of Statute

Nature of Dues

Forum where Dispute is Pending

Period to which the Amount

Relates

Amount Involved (INR)

Central Excise Law

Excise duty Commissioner of Central Excise (Appeals) - IV

FY 2012-13 4,190,5371-

There were no dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Value Added Tax and Cess which have not been deposited as on March 31,2015 on account of disputes

(d) The Company has been generally regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provision of the Companies Act 1956 (1 of 1956) and rules made there under within time.

viii) The Company does not have any accumulated losses at the end of the financial year and the Company has incurred cash losses during the financial year covered by our audit and has not incurred cash losses in the immediately preceding financial year.

ix) Based on our audit procedures and on the information and explanations given.by the management, we are of the opinion that, there were several instances in which the Company had defaulted in repayment of dues to banks but the same were regularized in due course of time. However, total default in repayment of dues to banks and financial institutions amounting to INR 2,064,441 is not regularized as at 31 March 2015. The Company has not issued any debentures.

x) According to the information and explanations given to us and based on the documents and records produced before us, the Company has not given any guarantee for loan taken by others from bank ' and financial institutions.

xi) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained.

xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the company has been noticed or reported during the year.

 

Page 120: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

118 

 

Page 121: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

119 

 

Page 122: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

120 

 

Page 123: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Note 1.

We design

note pads,

corporate s

We have o

popular am

quality and

Sundaram

Maharasht

1995.

At the star

paper into

75% utilisa

With the s

brand amo

Note .2

SIGNIFIC

i. Accoun

The finan

Accepted

except for

Standards

Companies

issued by

consistentl

to an exist

ns, manufac

, scrap book

stationery pr

over 190 va

mong the stu

d durability.

multi pap

tra, at Mumb

rt of the Co

paper statio

ation of the

strong brand

ong consume

CANT ACC

nting Conven

cial stateme

Accounting

certain fina

specified un

s (Accounts

the Securi

ly applied ex

ing accounti

SU

tures and m

ks, drawing

roducts and

arieties of pa

udent comm

ltd was inc

bai and the C

ompany in t

onery, which

machinery.

d and marke

ers today.

COUNTING

ntions:

ents of the

Principles

ncial instrum

nder section

s) Rules, 20

ities and E

xcept where

ing standard

UNDARAM

FINANC

markets pape

g books, gra

printirig, wr

aper statione

munities and

corporated o

Certificate o

he year 199

h was increa

et penetratio

G POLICIES

e company

in India (G

ment which

n 133 of the

014, the pro

Exchange B

e a newly is

d requires a c

M MULTI P

CIAL YEAR

er stationery

aph books -

riting & pac

ery products

d enjoy very

on 13th Ma

of Commenc

95, we had

ased to 60 to

n we are pr

S:

have been

GAAP) unde

are measure

e Companies

ovision of th

Board of In

sued accoun

change in th

PAP LIMITE

R 2014 - 15

y products -

- for studen

ckaging pape

s under the

y high reput

arch, 1995

cement of Bu

a capacity o

ons per day a

resent in pan

prepared i

er historical

ed at fair val

s Act, 2013

he Act (to t

ndia (SEBI)

nting standar

he accountin

ED

- exercise n

nts of all a

er.

brand "Sun

tation in the

with the R

usiness was

of 5 tons pe

as of now w

n Maharasht

n accordan

l cost conve

lues to comp

("the Ac")

the extent n

. Accountin

rd is initiall

ng policies th

note books,

ges, as wel

ndaram" whi

e market fo

egistrar of

obtained on

er day of co

hich is also

tra and are n

ce with the

ention on ac

ply with the

read with ru

notified) and

ng policies

ly adopted o

hereto in use

121

long books,

ll as office/

ich are very

r its superb

Companies,

n 10th April,

onversion of

considering

number one

e Generally

ccrual basis

Accounting

ule 7 of the

d guidelines

have been

or a revision

e.

 

,

/

y

b

,

,

f

g

e

y

s

g

e

s

n

n

Page 124: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

122 

 

SUNDARAM MULTI PAP LIMITED

FINANCIAL YEAR 2014 -15

ii. Use of Estimates:

Preparation of financial statements in conformity of with Indian GAAP requires that the Management

of the Company to makes estimates and assumptions that affect the reported amount of income and

expenses of the period, the reported balances of assets and liabilities and the assumptions relating to

contingent liabilities as on the date of the financial statements. Examples of such estimates include the

useful life of tangible and intangible fixed assets, provision for doubtful debts/advances, future

obligation in respect of retirement benefit plans, etc. Difference, if any, between the actual results and

estimates is recognized in the period in which the results are known and if material, their effects are

disclosed in the notes to the financial statements.

iii. Valuation of Inventories:

Raw materials, stores and packing materials are valued at lower of cost or net realizable value. Cost is

assigned on FIFO basis. Semi - finished goods are valued at raw material cost plus proportionate

manufacturing overheads. Finished goods are valued at lower of the cost or net realizable value.

Unrealized profit, if any, in inter unit transaction is eliminated to the extent possible.

iv. Cash Flow Statement:

Cash flows are reported using indirect method, whereby profit/ (loss) before extraordinary item and tax

is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or

future, cash receipts or payments. The cash flow from operating, investing and financing activities of

the company are segregated based on the available information

v. Depreciation/ Amortization:

Depreciation on tangible fixed assets is provided on the straight line method as per useful life

prescribed in Schedule II of the Act Depreciation on addition/ deletion of assets during the year.

 

Page 125: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

123 

 

SUNDARAM MULTI PAP LIMITED

FINANCIAL YEAR 2014 -15

is provided on pro-rata basis. Brand will be amortized over a period of five subsequent years on a

systematic basis as decided by the management at the rate of 20% in each year.

vi. Revenue Recognition:

The Company recognizes revenue on sale of products upon dispatch to the customer or when delivered

to the ocean carrier for export sales, which is when risks and rewards of ownership are passed to the

customer. Sales are shown net of returns, discounts, excise duty and sales tax.

a) Dividend income on investment is accounted for in the year in which the right to receive

the payment is established.

b) Interest income is recognized on the time proportion basis taking into account amount outstanding

and interest rate applicable.

c) The Company recognizes revenue on sale of products upon dispatch to the customer or when

delivered to the ocean carrier for export sales, which is when vii. Export Incentives: 

Considering the uncertainty in respect of actual income realizable, which depends on the market

conditions, the benefits accruing under the Duty Entitlement Pass Book Scheme are recognized on the

basis of actual realization.

viii. Foreign Currency Transactions:

Transactions in foreign currency are recorded at the rate of exchange in force at the time transactions

are affected. Exchange differences arising on settlement of these transactions are recognized in the

Statement of Profit and Loss.

Monetary items (other than those related to acquisition of fixed assets) denominated in foreign

currency are revalued using the exchange rate prevailing at date of the Balance Sheet and resulting

exchange difference is recognized in the Statement of Profit and Loss. Non-monetary foreign currency

items are carried at cost.

ix. Investments:

Page 126: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

124 

 

SUNDARAM MULTI PAP LIMITED

FINANCIAL YEAR 2014 - 15

Non-Current Investments are stated at cost. Provision for diminution in the value is made only if such

a decline is other than temporary.

Current investments are carried at lower of cost or fair value/market value, determined on individual

basis.

x. Employee Benefits:

a) Short Term Employee Benefits:

All employee benefits payable wholly within twelve months of rendering the service are classified as

short-term employee benefits. Benefits such as salaries and wages, leave salary etc. and the expected

cost of ex-gratia are recognized in the period in which the employee renders the related service.

b) Post‐Employment Benefits: 

i) Defined contribution plans:

A defined contribution plan is a post-employment benefit plan under which the company pays

specified contributions to the separate entity. The Company makes specified monthly contributions

towards employee provident fund. The Company's contribution paid / payable under the schemes is

recognized as an expense in the statement of profit and loss during the period in which the employee

renders the related service.

ii)  Defined benefit plan: 

The Company's gratuity benefit scheme is a defined benefit plan. The Company contributes to a

gratuity fund which has taken a group policy with Life Insurance Corporation of India for future

payments of gratuity to retiring employees. The premium has been so adjusted as to cover the liability

under the scheme in respect of all employees at the end of their future anticipated services with the

company.

c) Leave encashment:

Liability on account of Leave Encashment up to year and has been provided/paid during the year.

None of the employee is allowed to carry forward leave to subsequent period

  

 

Page 127: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

125 

 

SUNDARAM MULTI PAP LIMITED

FINANCIAL YEAR 2014 - 15

xi. Borrowing Cost: Borrowing Costs that are attributable to acquisition or construction of a qualifying asset are

capitalized as a part of the cost of such asset. A Qualifying asset is one that necessarily takes a

substantial period of time to get ready for intended use. All other borrowing costs are charged

to Statement of Profit and Loss.

Leases: Lease of assets under which all the risk and rewards of ownership are effectively retained by the

lessor are classified as operating leases. Lease payments under operating leases are recognized as

expenses on accrual basis in accordance with respective lease agreements.

xii. Earnings per share: Basic earning per share is computed by dividing the profit/ (loss) after tax by the weighted

average number of equity shares outstanding during the year. Diluted earnings per share is

computed by dividing profit/ (loss) after tax as adjusted for dividend, interest and other charges

to expense or income relating to the dilutive potential equity shares by the weighted average

number of equity shares considered for deriving basic earning per share and the weighted

average number of equity shares which could have been issued on the conversion at all dilutive

potential equity shares.

xiii. Taxes' on Income:

Current tax is the amount of tax payable on the taxable income for the year as determined in

accordance with the applicable tax rates and the provisions of the Income tax Act, 1961 and

other applicable tax laws.

Deferred tax is recognized on timing differences, being the difference between the taxable

income and accounting income that originate in one period and are capable of being reversal in

one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws

enacted or substantively enacted as at the reporting date. Deferred tax liabilities are recognized

for the timing differences. Deferred tax assets are recognized for timing difference of items other

than unabsorbed depreciation and carry forward losses only to the extent that reasonable

certainty exists that sufficient future taxable income will be available against which these can be

Page 128: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

126 

 

SUNDARAM MULTI PAP LIMITED

FINANCIAL YEAR 2014 - 15

realised. However if there are unabsorbed depreciation and carry forward losses and items

relating to capital losses, deferred tax assets are recognized only if there is virtual certainty

supported by convincing evidence that there will be sufficient future taxable income available to

realize the assets. Deferred tax assets and liabilities are offset if such items relate to taxes on

income levied by same governing tax laws and the company has a legally enforceable right for

such set-off. Deferred tax assets are reviewed at each balance sheet date for their reliability.

xv. Impairment of Fixed Assets: At each Balance Sheet date, the Company reviews the carrying amount of its fixed assets to

determine whether there is any indication that those assets suffered an impairment loss. If any

such indication exists, the recoverable amount of the asset is estimated in order to determine the

extent of impairment loss. Recoverable amount is the higher of an asset's net selling price and

value in use. In assessing value in use, the estimated future cash flows expected from the

continuing use of the asset and from its disposal are discounted to their present value using a

pre-discount rate that reflects the current market assessments of time value of money and the

risks specific to the asset.

xvi. Contingent Liability: The Company creates a provision when there is a present obligation as a result of past event that

probably requires an outflow of resources and a reliable estimate can be made of the amount of

obligation.

A disclosure for contingent liability is made when there is a possible obligation or a present

obligation that may, but probably will not result in outflow of resources.

When there is a possible- obligation or present obligation in respect of which the likelihood of

outflow of resources is remote, no provision or disclosure is made.

xvii. Financial Derivatives Hedging Transaction:

In respect of derivatives contract, premium paid, provision for losses on restatement and

gains/losses on settlement are recognized in statement of Profit and Loss. The company uses

Foreign Currency Hedges to manage its risks associate with foreign Currencies Fluctuation

relating to Export receivable. The company does not use hedges for speculative purpose.

 

 

Page 129: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

127 

 

SUNDARAM MULTI PAP LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS

NOTE 3: SHARE CAPITAL

As at 31st March, 2015

As at 31st March, 2014

Authorized Capital 250,000,000 250,000,000 250,000,000 (P.Y.250,000,000) Equity Shares of Re 1/ - Each

Issued, Subscribed & Paid-up Capital

250,000,000 250,000,000

215,605,773 215,605,773 215,605,773 (P.Y. 215,605,773) Equity Shares of Re 1/- Each Fully Paid

Total of Issued, Subscribed And Fully Paid Up Share Capital 215,605,773 215,605,773  

a) Reconciliation of the number of shares outstanding and the amount of share capital as at 31 March 2015 and 31 March 2014 is set out below:

Particulars 2014-15 2013-14

Equity Shares Equity Shares Number Amount Number Amount

Shares Outstanding At The Beginning Of The Year 215,605,773 215,605,773 215,605,773 215,605,773 Shares Issued During The Year - Shares Bought Back During The Year - Shares Outstanding At The End Of The Year 215,605,773 215,605,773 215,605,773 215,605,773  

b) Rights, preferences and restrictions attached To Equity Shareholders: The Company has only one class of Equity Shares having a face value Of Re.1 /- Per Share. Each holder of Equity Shares is entitled to one vote per Equity Share. A member shall not have any Right to vote whilst any call or other sum shall be due and payable to the Company in respect of any of the shares of such member. All equity shares of the Company rank Pali Passu in all respects including the right to dividend. The dividend is proposed by the board Of directors and is subject to the approval of the members at the ensuing annual general meeting. The board of directors have a right to deduct from the dividend payable to any member any sum due from him to the Company. In the event of winding-up, subject to the rights of holders of shares issued upon special terms and conditions, the holders of equity Shares shall be entitled to receive remaining assets, If any, in proportion to the number of shares held at the time Of commencement of winding-up. The Shareholders have all other rights as available to equity shareholders as per the provisions of the Companies Act, 2013, read together with the memorandum of association and articles of association of the Company, as applicable.

c) The Company does not have any holding company or ultimate holding company. Promoter shareholding in the company including persons acting in concert with the promoters as on march 31, 2015 is 76,229,348 equity shares i.e. 35.36% of the equity share capital of the Company. Previous year march 31, 2014 is 117,718,959 equity shares i.e. 54.60 %.

d) The Details of Share Holders Holding more than 5% Shares: 

 Name Of Shareholder As at 31 March, 2015 As at 31 March, 2014

No. Of Shares held % of Holding No. Of Shares held % of Holding Amrut P Shah 23,288,887 10.80 35,929,325 16.66Raichand P Shah 26,898,304 12.48 34,808,304 16.14Shantilal P Shah 14,787,157 6.86 20,451,537 9.49Citigroup Global Markets Mauritius 11,825,702 5.48 11,994,157 5.56Ganjam Trading Pvt Ltd 14,999,499 6.96 14,999,499 6.96 

e) The Company has allotted 143,737,182 (FV -Re 1/-) equity shares by way of Bonus issue in the Financial Year 2012-13 in the ratio 1:2.

  

Page 130: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

128 

 

NOTE 4: RESERVES & SURPLUS

As at 31st March, 2015

As at 31st March, 2014

( a ) Capital Reserve Opening Balance 700,000 700,000 Add: Additions during the year - - Capital Reserve - Closing Balance 700,000 700,000

( b ) Securities Premium Reserve Opening Balance 466,413,981 466,413,981 Add: Additions during the year - Securities Premium Reserve - Closing Balance 466,413,981 466,413,981

( c ) Revaluation Reserve Opening Balance 443,754,167 - Add/ (Less): Revaluation of Land * (38,806,813) 443,754,167 Revaluation Reserve - Closing Balance 404,947,354 443,754,167

( d ) General Reserve . Opening Balance 16,972,914 16,972,914 Add: Transfer From Statement Of Profit And Loss - - General Reserve - Closing Balance 16,972,914 16,972,914

( e ) Surplus In The Statement Of Profit And Loss Opening Balance 438,032,001 439,529,342 Less: Depreciation Adjusted Against Free Reserves (246,760,614) Add: Net Profit/ (Loss) For The Year (167,465,591) 1,025,138 Balance Available For Appropriation 23,805,796 440,554,480 Less: Appropriations Proposed Dividend 2,156,057 Dividend Distribution Tax - 366,422 Net Surplus In The Statement Of Profit And Loss 23,805,796 438,032,001 Total Of Reserves And Surplus 912,840,045 1,365,873,063

*The Company has revalued its Land at Palghar on 31st May 2013 NOTE 5: LONG TERM BORROWINGS

As at 31st March, 2015

As at 31st March, 2014

Term Loan Secured From Banks

State Bank Of India * 389,106,588 180,000,000 Industrial Development Bank of India * 39,000,000 - Yes Bank ** 20,000,000 - Vehicle Loans *** 173,440 909,516

From Others Vehicle Loans $ 3,826,067 -

Deferred Payment Liabilities Unsecured Sales Tax Deferred Loan @ 13,554,850 13,679,510 Loan From Sicom+ _ 2,064,441 2,064,441

Deposits Unsecured Deposits 745,000 798,200 Total Of Long Term Borrowings 468,470,386 197,451,667

 

+ In case of delay/default as on the Balance Sheet date in repayment of loans and interest with respect to above :

(1) Period of Default : Earlier Years (2) Amount : Rs 2,064,441

Page 131: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

129 

 

* Corporate Loan‐State Bank Of India (SBI) 

Secured primarily by first charge (Hypothecation and mortgage) over the Fixed assets (immovable and movable) of the company as well as personal guarantee of three directors and collaterally secured by extension of hypothecation charge over current assets of the company. Further, additional collateral security carrying first pari-passu charge in the form of the pledge of promoters shares to the extent of 100% of E-Class Education System Ltd. has also been given. The said Loan carries floating rate of interest ranging of 3% above base rate. The repayment of the Loan shall commence from September 2015and to be fully repaid by March 2020.  

Funded Interest Term Loan (FITL) and Working Capital Term Loan (WCTL) - SBI and Industrial Development Bank of India (IDBI).

Secured primarily by first pari passu charge over the entire current assets (present and future) of the company as well as personal guarantee of three directors and collaterally secured by second pari - passu charge (hypothecation and mortgage) over the fixed assets (movable and immovable) of the Company, with IDBI bank. Further, additional colleteral security carrying first pari-passu charge in the form of pledge of promoter's shares to the extent of 100% of E-Class Eduaction System Ltd. has also been given. The said Loans carries floating rate of interest ranging between 2.75% to 3% above base rate. The repayment of WCTL shall commence from September 2015 and to be fully repaid by September 2016. The repayment of FITL shall commence from December 2015 and to be fully repaid by March 2020.

** Secured by subservient charge over current and movable fixed assets of the company as well as personal guarantee of three directors and pledge of shares of the Company carrying floating rate of interest of 2% above base rate and repayable by June, 2018.

*** Secured by Hypothecation of respective vehicles purchased carrying interest ranging from 10.75% To 13.25% and repayable by May-2016.

$ Secured by Hypothecation of respective vehicles purchased carrying interest ranging from 12% and repayable by March-2021.

@ Repayment shall commence from the financial year 2015-16 up to 2024-25.

5.1 Out the above loans, three Directors of the Company have given their personal guarantee for secured loans (except vehicle loan) aggregating to Rs 448,106,588/-

NOTE 6: DEFERRED TAX LIABILITIES (NET)

As at 31st March, 2015

As at 31st

March 2014Liabilities

Depreciation

(A) Assets

Employee Benefits / Expenses Allowable on Payment Basis

Unabsorbed Depreciation *

(B)

45,739,409 37,006,966 45,739,409 37,006,966

1,100,306 8,505,329

873,192 -

9,605,635 873,192

36,133,774 33,579,292

. Net Deferred Tax Liability Charged To Statement Of Profit And Loss (D) = A-B-C (0) 2,554,482

Net Deferred Tax Liability (E )=C+D 36,133,774 36,133,774

* The Company has recognised deferred tax asset of 8,505,329/- (as at March 31,2014, NH ) on unabsorbed depreciation to the extent there is deferred tax liability on timing differences that will reverse in the future.

NOTE 7: LONG TERM PROVISIONS

As at 31st March, 2015

As at 31st March, 2014

Provision For Employees Benefit 3,391,297 2,691,297 Provision For Gratuity

Total of Long Term Provisions 3,391,297 2,691,297     

Page 132: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

130 

 

NOTE: 8 SHORT TERM BORROWINGS 

As at 31st March 2015

As at 31st March 2015

Loan Repayable on Demand From Banks Secured Cash credit from State Bank of India** Cash Credit from Industrial Development of India From Public Financial Institutions Unsecured Loan from Directors### Deposit Unsecured Inter corporate Deposits##

126,380657 25,355,622

-

59,554,200

152,370696

513,333,132 101,365,758 22,688,699

6,560,460

195,787,435 Total of Short Term Borrowings 363,661,175 879,775,519

**Secured primarily by first pari-passu charge over stock and book debts of the Company with other Working capital lender and personal guarantee of three directors and collaterally secured by pari-passu charge (hypothecation and mortgage) over the fixed assets (movable and immovable of the company. Further, additional collateral security carrying first pari-passu charge in the form of pledge of promoters shares to the extent of 100% of E-Class Education System Limited has also given. The said loan carries interest rate ranging between 2.75% to 3% above base rate.

### It consist of loan from three Directors and are interest free. Further, all the loans are provided by the director from their own funds.

## All inter corporate deposits are taken against pledge of Promoters Equity Shares held in the Company.

NOTE 9: TRADE PAYABLES

As at 31st March, 2015

As at 31st March, 2014

Micro, Small And Medium Enterprises (Refer Note 33) Others 94,370,945 140,495,914 Total Of Trade Payables 94,370,945 140,495,914  

NOTE 10: OTHER CURRENT LIABILITIES

As at 31st March, 2015

As at 31st March, 2014

Current Maturities Of Long-Term Borrowings (Refer Note 5)From Banks 192,893,879 82,014,168 From other Financial Institutions - 2,361,310

Vehicle Loans 1,219,942 1,434,034 Sales Tax Deferred Loan 124,660

Advance From Customers 11,900,791 24,722,358 Interest Accrued But Not Due On Borrowings 2,056,519 Unpaid Dividend 501,713 13,521,559 Other Payables Outstanding Expenses 11,490,088 11,927,544 Outstanding Statutory Liabilities 4,111,353 7,604,264 Total Of Other Current Liabilities 222,242,426 145,641,756

NOTE 11 : SHORT TERM PROVISIONS Rs Rs

As at 31st As at 31st March, 2015 March, 2014

Others Proposed Dividend 2,156,057 Provision For Dividend Distribution Tax 366,422 Provision For Income Tax 4,004,198 Total Of Short Term Provisions 4,004,198 2,522,479  

Page 133: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

131 

 

NOTE 13: NON CURRENT INVESTMENTS

As at 31st March, 2015

As at 31st March, 2014

Trade Investments Others (valued at Cost)

150,000,000

50,000

150,000,000

50,000

Investment In Unquoted Equity Instruments i Subsidiary

15,000,000 Equity Shares Of Rs10/- Each Fully Paid Up Of E-Class Education System Ltd. (Previous Year 15,000,000 Shares

ii. Others

5,000 Equity Shares of 710/- Each Fully Paid Up of Abhyudaya Co-operative Bank Ltd. (Previous Year 5,000 Shares)

Total Of Non-Current Investment 150,050,000 150,050,000

Aggregate amount of quoted investments Aggregate amount of unquoted investments 150,050,000

-

150,050,000

Total Of Non-Current Investment 150,050,000 150,050,000  NOTE 14 : LONG TERM LOANS AND ADVANCES

As at 31, March 2015

As at 31,March 2014

Advance For Capital Assets Unsecured Considered Goods Security Deposits Unsecured , Considered Goods

-

4,107,629

9,284,729

4,304,334

Total of Long Term Loans and Advances 4,107,629 13,589,063

Page 134: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

132 

 

SUNARAM MULTI PAP LTD.

NOTES FORMING PART OF FINANCIAL STATEMENTS

NOTE 12 & 12A: FIXED ASSETS AS ON 31st March 2015

(Amount in Rs)

Particulars

GROSS BLOCK (AT COST) DEPRECIATION NET BLOCK As on 1st

April, 2014 Additions

During the YearDeductions

.During the YearAs on 31st

. March, 2015 As on 1st

April, 2014 For the Year Adjustment as per

the Companies Act, 2013. (Refer note

10.1)

Deductions During the Year

As on 31st March, 2015

As on 31st March, 2015

As on 31st March, 2014

A.Tangible Assets: (Owned) Freehold Land 630,479,748 - 45,336,700 585,143,048 - - - - 585.143,048 630,479,748

Building 235,966,060 17,552,233 218,413,827 45,738,389 4,900,403 46,487,881 4,672,436 92,454,237 125,959,590 190.227,672

Plant & Machinery 552,413,206 226,354 288,882,984 263,756,576 146,890,165 14,637,418 185,477,200 274,438,835 72,565,948 191,190,628 405,523,041

Furniture & Fixture 73,687,287 2,432 73,689,719 28,221,595 5,264,051 16,352,166 - 49,837,812 23,851,907 45,465,692

Vehicles 27,274,475 5,250,000 - 32,524,475 14,743,773 3,636,221 (1,082,813) - 17,297,181 15,227,293 12,530,702

Office Equipment’s 6,107,999 313,252 - 6,421,251 5,228,721 618,688 (473,820) - 5,373,589 1,047,662 879,278

Total Tangible Assets 1,525,928,775 5,792,038 351,771,917 1,179,948,896 240,822,643 29,056,781 246,760,614 279,111,271 237,528,767 942,420,128 1,285,106,130

B.Intangible Assets:

Brand 72,930,746 - 72,930,746 48,863,600 4,011,192 ' - 52,874,792 20,055,954 24,067,146

Total Intangible Assets 72,930,746 - - 72,930,746 48,863,600 4,011,192 - - 52,874,792 20,055,954 24,067,146

TOTAL (A+B) 1,598,859,521 5,792,038 351,771,917 1,252,879,642 289,686,243 33,067,973 246,760,614 279,111,271 290,403,559 962,476,082 1,309,173,276

Previous Year 1,107,596,423 498,215,348 6,952,250 1,598,859,521 243,882,092 48,412,918 2,608,768 289,686,242 1,309,173,280  

Page 135: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

133 

 

10.1 Adoption of useful life of the assets as per the requirement of Schedule II of the Companies Act, 2013

Effective from 1 April, 2014 the Company has charged depreciation based on revised remaining useful life of the assets as per the requirement of Schedule II of the Companies Act 2013 as per para 7(b) of notes to part C. Based on transitional provision provided in note 7(b) to Schedule II, where the remaining useful life of an asset is nil the carrying amount of the asset should be recognised in the retained earnings. Such carrying amount as on 1 April, 2014 for the Company was Rs 246,760,6141/-  

   

   

 

   

 

Page 136: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

134 

 

NOTE 16: TRADE RECEIVABLES

As at 31st March, 2015

As at 31st March, 2014

Debts Overdue Beyond 6 Months Unsecured, Considered Good 166,795,288 360,456,232

Others Unsecured, Considered Good 50,649,006 129,069,513 Total Of Trade Receivables 217,444,294 489,525,745  

NOTE 17: CASH AND CASH EQUIVALENTS

As at 31st March, 2015

As at 31st March, 2014

Cash-In-Hand Cash Balance 2,103,486 3,425,008

Sub Total (A) 2,103,486 3,425,008 Bank Balance

In Current Accounts 3,290,382 1,974,513 In Deposit Accounts 118,771 153,611 In Dividend Account 552,600 556,480

Sub Total (B) 3,961,753 2,684,604

• Total Of Cash And Cash Equivalent (A) + (B) 6,065,239 6,109,612

Includes Deposit with Banks of Rs. 118,771/- (Previous Year: Rs.153,611/-) with original maturity of more than 12 months

NOTE 18: SHORT TERM LOANS AND ADVANCES

As at 31st March, 2015

As at 31st March, 2014

Loans & Advances To Related Parties . Unsecured, Considered Good Loan To Subsidiary - E-Class Education System Ltd. (Refer note-18.1) . 223,231,138 185,977,745

Others Unsecured, Considered Good Advance To Suppliers 28,063,397 87,333,454 Advance Income Tax (Net Off Provision For Tax) 12,955,052 2,615,191 Balance With Revenue Authorities 3,356,033 4,185,217 Prepaid Expenses 567,847 4,228,482 Advance To Employees 364,590 710,840 Other Advances 71,456,720 125,038,367 Total Of Short Term Loans And Advances 339,994,777 410,089,296  

 

Page 137: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

135 

 

NOTE 18.1: DISCLOSURE REQUIRED BY CLAUSE 32 OF LISTING AGREEMENT 

As at 31st March, 2015 As at 31st March, 2014 Balance Maximum

outstanding during the year

Balance Maximumoutstanding during

the yearLoans & Advances To Related Parties include loans to subsidiaries

Loan To Subsidiary - E-Class Education System Ltd. 223,231,138 223;231,138 185,977,745 185,977,745

 

NOTE 19: OTHER CURRENT ASSETS 

As at March, 2015

As at March, 2014

Dividend Receivable Interest Receivable

15000 139,503

7500 139,503

Total of Current Assets 154,503 147,003         

Page 138: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

136 

 

SUNDARAM MULTI PAP LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS NOTE 20: REVENUE FROM OPERATIONS

Year Ended 31st March, 2015

Year Ended 31st March, 2014

Sale of Products

Local Sales 852,366,118 1,114,332,270 Trading Sales 5,317,124 426,881,248 Export Sales 29,799,658

857,683,242 1,571,013,176 Other Operating Revenues

900,000 2,000,000 Advertisement Income

858,583,242 2,000,000

Less: Excise Duty 25,558,646 32,151,250

Total Of Revenue From Operations 833,024,596 1,540,861,926  NOTE 21: OTHER INCOME

Year Ended 31st March, 2015

Year Ended 31st March, 2014

Dividend Income . 7,500 7,500 Rent Received - 864,000 Exchange Fluctuation On Exports 1,943,521 4,527,179 Royalty Income - 1,000,000 Miscellaneous Income - 20,640 Total Of Other Income 1,951,021 6,419,319

NOTE 22: COST OF MATERIAL CONSUMED

Year Ended 31st March, 2015

Year Ended 31st March, 2014

Raw Material Consumed Opening Stock 166,882,137 179,565,055Add: Purchases 671,546,086 664,443,337

Raw Material Sales (160,661,213) (14,973,393)Transport Inwards 21,957,356 20,808,271

699,724,366 849,843,270Less: Closing Stock 106,344,239 166,882,137Total Of Cost Of Material Consumed 593,380,127 682,961,133 

NOTE 23 : CHANGES IN INVENTORIES OF FINISHED GOODS,WORK-IN-PROGRESS AND STO

Year. Ended 31st March, 2015

Year Ended 31st March, 2014

Inventory (at Commencement) Finished Goods 18,610,835 79,278,958Work In Progress 170,975,002 178,950,871Stock-in-Trade - 207,093,750 63,586,805Less: Inventory (at Close) Finished Goods 48,350,188 18,610,835Work In Progress 105,135,306 170,975,002Stock-in-Trade 357,096,552 207,093,750Total Of Changes In Inventories Of Finished Goods, Work-In-Progress And Stock-in-Trade (113,902,459) (74,862,954) 

Page 139: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

137 

 

NOTE 24: EMPLOYMENT BENEFITS EXPENSES

Year Ended at 31st March, 2015

Year Ended at 31st March, 2014

Salaries & Wages Contribution to Provident Fund, Gratuity and Other Funds Directors Remuneration Staff Welfare

28,778,867 1,686,303 5,250,000

393,984

27,044,100 1,208,349 6,000,000

591,593Total of Employment Benefits Expenses 36,109,154 34,844,042

NOTE 25 : FINANCE COSTS

Year Ended 31st March, 2015

Year Ended 31st March, 2014

Interest Expenses 149,112,550 165,477,994 Other Borrowing Costs 8,731,708 1,723,292 Less: Interest Capitalized - 54,002

157,844,258 167,147,283

Less :-Interest Income 36,198,505 29,808,487 Total Of Financial Costs 121,645,753 137,338,796  

NOTE 26: DEPRECIATION & AMORTIZATION EXPENSES (Refer note.12)

Year Ended 31st March, 2015

Year Ended 31st March, 2014

Depreciation

Amortisation Of Intangibles

29,056,781

4,011,192

40,390,533

8,022,382

Total Of Depreciation & Amortization Expenses 33,067,973 48,412,915  

   

Page 140: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

138 

 

NOTE 27: OTHER EXPENSES

Year Ended 31st March, 2015

Year Ended 31st March, 2014

Note 27 A: Manufacturing Expenses Power And Fuel 2,749,627 7,507,421Job Work Expenses 12,833,794 12,713,717Repair & Maintenance To Building 684,180 1,881,053Repair & Maintenance To Machinery • 2,781,657 2,366,943Security Expenses 289,267 598,573Service Tax 1,161,878 686,573Stores & Packing Material Consumed 48,611,663 83,990,924Other Manufacturing Exp 35,150 193,688

Sub Total Note 27 A 69,147,216 109,938,892Note 27 B: Selling & Distribution Expenses

Sales Promotion & Advertisement Expenses 321,479 2,772,313' Freight, Clearing & Forwarding Charges 2,785,120 5,935,577Loading & Unloading Charges 2,336,235 1,443,978Commission Charges - 3,258,147Tempo Expenses 2,698,921 3,078,416

Sub Total Note 27 B 8,141,755 16,488,431Note 27 C: Administrative Expenses

Rent Expenses 803,897 1,753,651Insurance Expenses 3,398,795 8,965,366Rates & Taxes Expenses 354,876 435,320Wealth Tax 70,020 66,760Motor Car Expenses 953,191 1,484,745Travelling Expenses 780,487 1,927,178Computer Maintenance ' 30,596 28,993Conveyance Expenses 26,337 76,208Postage & Courier 305,601 202,014Legal, Professional & Consultancy Charges 2,615,533 4,391,500Printing & Stationery 533,952 545,752Auditors Remuneration (Refer Note - 32) 375,000 2,096,068Donation - 837,743Electricity Expenses 724,560 1,031,328Listing & Registration Fees 486,714 367,942Loss On Sale Of Fixed Assets (Net) - 1,675,042Subscription Charges 39,180 33,804Sundry Balance W/Off 7,160,768 2,672,267Telephone Expenses 564,946 828,698Sundry Expenses 375,211 239,979

Sub Total Note 27 C 19,599,684 29,660,358Total of Other Expenses (Note 27 A+ 27 B+ 27 C) 96,888,655 156,087,681

NOTE 28: EXCEPTIONAL ITEMS

Year ended 31st March, 2015

Year ended 31st March, 2014

Profit on Sale of Fixed Asset Loss on Sale of Non-Moving Items Reversal of Accrued Interest Receivable Pre-Maturity of Keyman Insurance Policy

83,456,086 (116,379,845)

(30,562,920) 29,455,965

- - - -

Total of Exceptional Items (34,030,716) -

Page 141: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

139 

 

Sundaram Multi Pap Limited

Notes forming part of Financial Statements

Note 29

Contingent Liability: In the opinion of the Board of directors, the Company has no contingent

liability (PY: Nil) Note 30

In the opinion of the management, current assets , loans, advances and deposi ts are

approximately of the value stated, if realized in the ordinary course of business. The provision

of all known liabilities is adequate and not in excess of the amount reasonably necessary.

Note 31

Balances of certain trade receivables, trade payables and loans and advances are subject to

confirmations / reconciliation and consequential adjustments, if any. The management does not

expect any material variation affecting the current year's financial statements on account of such

reconciliation / adjustments. Note 32 Auditors Remuneration: (Amount in Rs)

Particulars Current Year Previous Year

Audit fees 300,000 650,000

Tax Audit fees 75,000 180,000

Income Tax Matters - 1,250,000

Others 16,068

Total 375,000 2,096,068

 

 

Page 142: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

140 

 

Note 33 Disclosure under MSMED Act, 2006: The Company has not received any information from the “suppliers” regarding their status under the Micro Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to the amounts as at year end together with interest paid / payable as required under the said act have not been given. Note 34 Segment Reporting: Primary

Segment (Business):

The Company operates in single business segment of manufacture and sale of exercise note books

and paper. Hence, further disclosure required as per Accounting Standard AS-17 "Segment

Reporting" is not given.

Note 35 Related Party Disclosures:

a) List of related parties with whom the Company has entered into transactions during the year

in the ordinary course of business:

Relationship Name Nature

Wholly owned Subsidiary E Class Education System Limited Company

Key Management Personnel

(KMP)

Mr. Amrut P. Shah Chairman' & Managing Director

Mr. Shantilal P. Shah Whole-time Director

Mr. Hasmukh A. Gada Whole-time Director

Mr. Manik R. Makwana (Appointed w.e.f from 01/01/2015)

Company Secretary

Enterprise over which KMP

are able to exercise

significant influence

Sundaram Bio-Tech Pvt Ltd Company

Relatives of KMP Mr. Raichand P. Shah Brother of Amrut P. Shah &

Shantilal P. Shah  

 

Page 143: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

141 

 

 

b) Transactions with Related Parties:

Amount in Rs

Particulars WhollyOwned

Subsidiary

KMP Relatives of

KMP

223231,138 -

Loan Given to E Class Education System Ltd (139,719,074) (-) (-)

Repayment of Loan Given to E Class - - Education System Ltd (77,324,165) (-) (-) Interest charged on Loan Given to E Class 36,198,505 - - Education System Ltd (23,009,388) (-) (-)

 

 

 

 

 

 

 

 

 

 

 

Page 144: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

142 

 

Remuneration

Details are as under:

(-)

(-)

(-)

(-)

(-)

5,250,000

(6,000,000)

2,000,000

(2,000,000)

1,000,000

(1,000,000)

2,250,000

(3,000,000)

1,200,000 (400,000)

(-)

(-)

(-)

1,200,000 (400,000)

Mr. Amrut P. Shah

Mr. Shantilal P. Shah

Mr. Hasmukh A. Gada

Mr. Raichand P. Shah

Rent Paid to

Mrs. Nayna S.Shah

(-) (-)

189,000

(189,000)

Interest Paid to Mr. Hasmukh A. Gada

(-)

1,413,384 (201,370) (-)

 

Figures in bracket reflects previous year's amount

c) Outstanding Balances of Related Parties: Amount in Rs

Particulars Wholly Owned Subsidiary

KMP Enterprise over which KMP are able to exercise significant influence

Relatives of KMP

Short term Loans and Advances /Recoverable

223,231,138 (185,977,745)

- (-)

3000 (3000)

- (-)

Short term Borrowings /Payable

(-) (-)

(59,554,200) (40,040,035)

- (-)

46,902 (1,560,277)

Investments 150,000,000 (150,000,000)

- (-)

- (-)

- (-)

Figures in bracket reflects previous year’s amount

 

Page 145: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

143 

 

Note 36

Computation of Basic and Diluted Earnings Per Share (EPS):

Particulars

Current Year Previous

Year

Net Profit/ (Loss) After Tax available to equity shareholders (in Rs) (167,465,591) 1,025,137Weighted average number of equity shares for Basic and Diluted EPS

215,605,773 215,605,773

Basic and diluted earnings per share (Face Value Re 1) (in Rs) (0.78) 0.01

Note 37

a ) Detai l s o f Sa les va lue of Products:

Class of Goods Sale Value

Rs

For the year ended 31.03.2015

For the year ended 31.03.2014

Class of goods

Exercise Books 823,057,053 1,053,538,884

Paper 3,750,418 58,441,794

Trading 5,317,124 426,881,248

Total 832,124,595 1,538,861,926

 The above figures are net of excise duty of Rs 25,558,646 (P.Y. Rs 32,151,250)

b ) Detai ls of opening & closing stock of Finished Goods :

Class of Goods Opening Stock (in Rs) Closing Stock (in Rs) For the year ended

31.03.2015 For the year ended

31.03.2014 For the year ended

31.03.2015 For the year ended

31.03.2014 Exercise Books 17,798,242 77,077,560 48,350,188 17,798,242 Paper 812,593 2,201,398 - 812,593 Trading of Copier Paper & Others

207,093,750 63,586,805 357,096,552 207,093,750

Total 225,704,585 142,865,763 405,446,740 225,704,585

 

Page 146: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

144 

 

c) Details of Opening & Closing Stock of Semi-Finished Goods:

Class of Goods Opening Stock (in Rs) Closing Stock (in Rs)

For the year ended

31.03.2015

For the year ended

31.03.2014

For the year ended

31.03.2015

For the year ended

31.03.2014Exercise Books 151,836,018 163,150,611 86,628,450 151,836,018

Paper 19,138,984 15,800,260 18,506,856 19,138,984

Total 170,975,002 178,950,871 105,135,306 170,975,002

Note 38

Value of Raw Material Consumed:

Particulars For the year ended 31.03.2015

For the year ended 31.03.2014

Amount in Rs % Amount in Rs %

Raw Materials

- - - -

Paper & Bonds - - - -

(i) Imported - - 4,990,828 0.77%

(ii) Indigenous 593,380,127 100.00% 677,970,305 99.23%

Total 593,380,127 100.00% 682,961,133 100.00%

 

 

Page 147: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

145 

 

 

Raw Material Purchase (Breakup) 2014-15 (Amt in Rs)

Paper 572,174,943 Duplex Board 84,587,519 Others 14,783,624 Total 671,546,086

Note 39

Earnings & Expenditure in Foreign Currency: Amount in Rs

Particulars For the year ended 31.03.2015

For the year ended 31.03.2014

F.O.B. Value of Exports - 29,438,630

C.I.F Value of Imports:

Raw Materials - 4,990,828

Expenditure:

Traveling Expenses 31,375 470,900

Note 40:

Employee benefits

1. Defined contribution plans:

The Company makes Provident Fund contributions which are defined contribution plans, for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. Provident fund contributions amounting to Z 12.66 Lacs (2014: Z 9.72 Lacs) have been charged to the Statement of Profit and Loss. The contributions payable to this plan by the Company is at rates specified in the rules of the scheme.

2: Defined benefit plans The Company has a defined benefit gratuity plan. Every employee who has completed continuous service for five years or more gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance Company in the form of a qualifying insurance policy. During the year gratuity benefit expense of Rs 7 Lacs recognized in the Statement of Profit & Loss. Due to non-Availability of Actuarial Valuation Report, the charge for the year and liability as on balance sheet date were derived based on the past trend of attrition, increase in compensation cost and other relevant factors.

Page 148: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

146 

 

Page 149: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

9901, Regent C

Indepe

To the MSUNDARA

Report on

We have awhich comfor the yea ManagemManagemefinancial pprinciples Companiescontrol relfrom materAuditorsOur responin accordaStandards assurance An audit istatement.material mauditor costatementsexpressingappropriamanageme

We believopinion. Opinion

In our opinstatementsconformity

(a) In th201

(b) In th

Chambers, Na

ndent Aud

Members of AM MULTI P

n the Financi

audited the accomprise the Balanar then ended, a

ment's Responent is responsiposition,. fina

generally accs Act, 1956 ("thevant to the prerial misstateme' Responsibilnsibility is to eance with the require that w

about whether tnvolves perform The procedu

misstatement of onsiders interns in order to deg an opinion oteness of accent, as well as

ve that the aud

nion and to the bs give the infory with the accou

he case of the B

he case of the S

ariman PointE-mail : mail@

ditors' Rep

AP LIMITED

ial Statement

ompanying finance Sheet as at 3and a summary

nsibility on Fble for the pre

ancial performcepted in Indihe Act"). This eparation and p

ent, whether duelity express an opinStandards on

we comply witthe financial staming procedureres selected dthe financial st

nal control releesign audit proon effectiveneounting polic evaluating th

dit evidence we

best of our infomation requireunting principle

Balance Sheet, o

Statement of Pr

, Mumbai - 40@bhutashah,c

port

s

ancial statemen318'March 2014of significant a

Financial Staeparation of thance and cashia including Aresponsibility i

presentation of e to fraud or err

nion on these fAuditing issu

th ethical requatements are frees to obtain au

depend on the tatements, whetevant to the Ccedures that arss of the entit

cies used and e overall prese

e have obtaine

rmation and acced by the Act ines generally acc

of the state of a

rofit and Loss,

00 021. Tel 43om * Website

nts of SUNADA4, the Statementaccounting polic

tements hese financial sh flows of theAccounting Stincludes the desthe financial stror.

financial statemed by the Inst

uirements and pee from materia

udit evidence abauditor judgm

ther due to frauCompany's prere appropriate ity's internal co

the reasonabentation of the f

d is sufficient

cording to the en the manner socepted in India:

affairs of the C

of the Profit fo

3.43 9191 (30 : www.bhutas

ARAM MULTt of Profit and Lcies and other e

statements thate Company intandards referrsign, implementatements that g

ments based ontitute of Chartplan and perfoal misstatementbout the amounment, includinud or error, In meparation and in the circumsontrol, An au

bleness of thefinancial statem

and appropriat

explanations givo required and :

Company as at

or the year end

Lines)i 2283 2shah.com

TI PAP LIMITELoss and the Caexplanatory info

t give a true an accordance wred to in sectntation and maigive a true and f

n our audit. Wetered Accountaorm the audit t. nts and disclosu

ng the assessmmaking those rfair presentatitances, but no

udit also inclue accounting e

ments.

te to provide a

ven to us, the afgive a true and

31 March

ded on that d

2626 * Fax : 2

ED (the Compaash Flow Statemormation..

and fair view owith the accoution 211(3C) ointenance of infair view and ar

e conducted OU

ants of India. to obtain reas

ures in the finament of the risrisk assessmention of the finat for the purpo

udes evaluatinestimates mad

a basis for our

foresaid financid fair view in

147

2283 2727

any"), ment

of the unting of the

nternal re free

UT audit Those

sonable

ancial sks of ts, the ancial ose of ng the de by

r audit

ial In

Page 150: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

BBHUTA SH

Emphasis o

Without balancemanagesuch recis not qu

Report on

1. As reGoverstatem

2. As re

a. We hawere n

b. In oar appear

e. The Balaagreem

d. In our Accou

e. On therecord appoin

f. Since tunder in whi

For Bhuta Chartered Firm Reg, N

CA. Mitesh

Partner

Membership

Mumbai, 24

HAH & C

of matter

t qualifying oures of certain traement does not conciliation/adjualified in respe

n Other Lega

equired by thrnment of Ind

ment on the ma

quired by sect

ave obtained anecessary for th

opinion propers from our ex

ance Sheet, Statent with the bo

opinion, the Banting Standard

e basis of wriby the Board

nted as a directo

the Central Gosection 441A oich such cess i

Shah & CoAccountants

o.: 101474W

h Kothari

p No.: 110822

46May, 2014

 

Co

r opinion, we ade receivablesexpect any ma

justments. Accoect of this matte

al and Regula

e Companies dia in terms ofatters specified

tion 227(3) of

ll the informahe purpose of

er books of acamination of t

tement of Profiooks of accoun

alance Sheet, Sds referred to in

tten representd of Directors,or in terms of s

overnment has of the Act nor is to be paid, n

o. s

901, Regal charbemNaiman Poirt

Murnbal -400 021.

F.R 14o. 101471W

draw attentions and advances

aterial variationordingly, no proer.

atory Requir

(Auditor's Rf sub-section (d in paragraphs

f the Act, we r

ation and explaour audit.

count as requthose books.

fit and Loss, annt.

tatement of Pron section 211(3

tations receive, none of the section 274(1)(

not issued anyhas it issued

no cess is due

m

n to Note 28 tos are subject tn affecting the ovision has bee

ements

Report) Order,(4A) of sections 4 and 5 of th

report that:

anations whic

uired by law h

nd Cash Flow

ofit and Loss, a3C) of the Act

ed from the didirectors is di(g) of the Act.

y notification aany Rules undand payable b

o the financial to confirmationcurrent year's fen made in the

, 2003 („the On 227 of the

he Order.

h to the best o

have been kept

Statement deal

and Cash Flow t.

irectors as onisqualified as

as to the rate der the said secby the Company

CON

statements. Asn and reconcilifinancial statem

e financial state

Order”) issueAd, we give i

of our knowle

t by the Comp

lt with by this R

Statement com

n 31 March 20on 31 March

at which thection, prescriy.

NTINUATION

s explained theiation. Howeverments on accouements, Our op

d by the Cenin the Annexu

dge and belie

pany so far as

Report are in

mply with the

014, and taken2014, from b

e cess is to be bing the man

148 

 

SHEET

erein, r, the unt of pinion

ntral ure a

f

n on eing

paid nner

Page 151: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

BHUTA

Annexure

Referred to inReport of even

(1) In res(a)

(b)

(c)

In resp

(a)

(b)

(c)

In respfirms o

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(i

A SHAH &

e to Indepe

n paragraph 1 n date spect of fixed A

The companydetails and sitAs explainedthe year whinature of its aIn our opiniofixed asset haassumption.

pect of its inven

As explainemanagement.In our opiniophysical verirelation to theIn our opinimaintaining pstocks by the

pect of the loaor other partie

According tothe books ofmaximum amgranted to sucIn our opinioand other terfacie, prejudicThere is no being regularThere is no reasonable steAccording tothe books ofinvolved durparties is Rs 4,The companyinterest and prejudicial toloan from oninterest of the There is no stnot arise.

v) In our opin

& Co

endent Au

under the hea

Assets: y has maintaintuation of its fixd to us, all thech, in our opiassets. No matn and accordinas been dispos

ntories:

ed to us, in In our opinionon and accordification of ine size of the coon and on thproper records management

ans, secured ors covered in th

o the informatif account, the mount involvedch party is t 18on and accordirms and condicial to the interstipulation for

r does not arisestipulation f

eps by the como the informatif account, the ring the year a,00,40,035/-. y has taken inother terms an

o the interest oe director. Howcompany. tipulation for r

nion and acco

uditors' Re

ading of "Repo

ned proper recxed assets. e fixed assets inion, is reasoerial discrepanng to the informed during the

ventories han, the frequencding to the infnventories folloompany and thee basis of ous of its inventoand book reco

r unsecured, grhe register main

on and explanCompany has

d during the ye8,59,77,745/, ing to the infoitions on whicrest of the Comr repayment oe. Also, the quefor repayment

mpany for recovon and explancompany has

are Rs.7,18,28

nterest free loand conditions of the Companwever, terms a

repayment of t

ording to the i

eport

ort on Other L

cords to show

have been phyonable having ncies were notimation and exyear and there

ave been phyy of verificatioformation and owed by the me nature of its bur examinationories. The discrds have been ranted or takenntained under

nations given ts granted unseear is Z 18,59

ormation and ch loans have pany.

of the above loestion of overdt of the abovvery of the prinations given t

taken loans f,422/. And the

an from two don which loa

ny does not ariand conditions

the above loan

information a

Legal and Reg

full particular

ysically verifiregard to the

iced on such vexplanations givefore does not

ysically verion is reasonabl

explanations management abusiness. n of the recorcrepancies notproperly dealt

n by the compsection 301 of

to us and on thecured Loan to9,77,745/-. And

explanation gibeen given to

oans. Therefodue amount dove loans. Theincipal and inteto us and on thfrom three dire year-end bal

directors. Therans have been ise. The comp and rate of in

ns. Therefore, t

and explanatio

C

ulatory Requi

rs, including q

ed by the mansize of the C

erification. ven to us, no su

affect the goin

fied during le. given to us,

are reasonable

rds, the Compticed on physict with in the b

pany to / from f the Act:

he basis of ouo its subsidiard the year-end

iven to us, theo the company

re, the questiooes not arise. erefore, the qerest does not ahe basis of OU

rectors. The mlance of loan

refore, the quetaken by the

pany has takennterest are not p

the question of

ons given to u

ONTINUATIO

irements" of o

quantitative

nagement duriCompany and t

ubstantial pastng concern ass

the year by

the proceduree and adequat

pany is genercal verificatioooks of accountcompanies,

r examination ry company. Td balance of lo

e rate of intery are not, prim

on of repayme

question to taarise. T examination

maximum amoutaken from su

estion of rate company, bei

n interest beariprejudicial to t

f being regular

us, th

149 

 

ON SHEET

our

ing the

t of sure

y the

s of e in

rally n of

nt.

of The oan

est ma

ent

ake

of unt uch

of ing ing the

does

Page 152: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

BBHUTA S

adeqthe coucont

In r

(a)

(b)

(vi) Accdepund

(vii)  As com

(viii) We the 195presanddete

(ix) In r(a)

(b)

(x) Theyear

(xi) Baseopinithe sainstit

(xii) Accohas n

SHAH &

quate internal cpurchase of in

urse of our autrols has been n

espect of the co

) In our opinparticulars register req

) In our opincompany wrespect of information

cording  to  theposits  from  thder. Therefore, per informatio

mmensurate withave broadly Central Govern6 and on the bscribed account

Paper. We haermine whetherespect of statut) According

records of Protection Duty, Excideposited wthe informa?` 33,730/Profession period of m

) According income taxof any disp

e Company dor covered by ou

ed on our audit ion that, there wame were regututions amountiording to the innot granted loan

Co

control procedurnventories and

udit, no majornoticed.

ontracts or arran

nion and accorof contracts o

quired to be mainion and as perwith parties co

each party dn available with e  informatione  public  as  dethe provisions 

on and explanath its size and threviewed the bnment for the masis of informats and records h

ave not, howevr they are accuratory dues: to the informathe Company, Fund, Employeise Duty, cess with the appropation and explan- towards CSTTax, Service T

more than six moto the informa, wealth tax, salutes except nores not have an

ur audit and in tprocedures an

were several insularized in due cing to e12,82,80nformation and ns and advance

re commensurad fixed assets a instance of c

ngements referr

rding to the inr arrangementsintained under tr information anovered uis 301uring the yearthe company.

n  and  explanaefined  u/s.  58of Clause 4 (vi)

ations given byhe nature of its books of accoumaintenance ofation and explahave been mad

ver, made a detate or complete

ation and explaundisputed sta

ees' State Insurto the extent

priate authoritienations given to

T payable, no Tax and other months from the dation and explales tax, customsrmal assessmenny accumulatethe immediatelynd on the informstances in whiccourse of time. 0,199/- is not reexplanations gs on the basis o

ate with the sizeand payment fcontinuing fai

red to in section

nformation and s referred to inthat section. nd explanation of the Act anr has been m

ations  given  tA  of  the  Com of the Order a

y the managembusiness.

unt maintainedf cost records uanations given

de and maintaintailed examina

e.

anations given tatutory dues inrance, Income-t

applicable ands, though thereo us, except forundisputed am

material statutordate they becamanations given ts duty and exci

nt and appellate ed losses and y preceding finamation and expch the companyforever, Total d

egularized as agiven to us andof pledge of sha

e of the companfor expenses anilure to correc

n 301 of the Ac

d explanations n section 301 o

ns given to us, nd exceeding

made at prices

to  us,.  the  Cmpanies  Act,  1re not applicab

ment, the Comp

d by the compaunder section 2

to us, we are oned related to mation of the acc

to us and on thncluding Providtax, Sales-tax, d any other ste have been derRs.7,120/- tow

mounts payablery dues were in

me payable. to us, there arese duty which h proceedings ashas not incur

ancial year. planations givey had defaulteddefault in repay

at 31.03.2014. d based on the dares, debentures

CON

ny and the naturnd for sale of ct any weakne

ct

provided by thof the Act have

the transactionthe value of rwhich appear

ompany  has 956  and  the  rble to the comppany has an in

any pursuant t09 (1)(d) of thof the opinion

manufacture of counts and rec

he basis of ourdent Fund, InvWealth Tax, Statutory dues helays in a few wards tar dedue in respect ofn arrears as at 3

e no amounts phave not been ds per the Incomered cash loss

en by the manad in repaymen

ayment of dues t

do produced bes and other secu

NTINUATION S

re of its businesgoods. Durin

esses in the int

he managemene been entered

n entered into brupees five lakr reasonable a

not  acceptedrules  framed  tpany. nternal audit sy

o the rules mahe Companies A

that, prima fadExercise Note ords with a vie

r examination ovestor EducatioService Tax, Cuhave been regucases. Accordi

ucted at sourcef Wealth Tax, 31 March, 2014

payable in respdeposited on ace Tax Act, 1961.during the fin

agement, we art of dues to bato banks and fi

efore us, the Courities.

150 

 

SHEET

ss, for g the ternal

nt, the in the

by the khs in as per

d  any there 

ystem

ade by Act, -

de, the Book ew to

of the on and ustom ularly ing to e and Cess,

4 for a

ect of ccount

nancial

re of the anks but inancial

ompany

Page 153: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

BHUT

(xiv)

(xv)

(xvi)

(xvii)

(xviii)

(xix)

(xx)

(xxi)

For BhuCharteredFirm Reg

CA. Mite

Members

Mumbai,

TA SHAH

(xiii) In our Therefore, the

In our opiniinvestmentsCompany.

According tguarantee fo

According totaken by the

According toBalance Shbasis have used to fina

The Companthe register

The Compan

applicable t

The Compa

Based on threport that we been inf

uta Shah & Cd Accountan

g. No.: 101.474W

esh of Partner

ship No,: 11082

24tbMay, 2014

H & Co

opinion, the Ce provisions of

ion, the Comps. Accordingly

to the informaor loan taken b

o the informatie company hav

o the informaheet of the Com

been used foance short term

ny has not madmaintained un

ny has not issu

to the company

any has not ra

he audit proceno fraud on oformed of such

Co. nts

W

22

4

Company is nof Clause 4 (xiii

pany is not deay, the provisio

ation and explby others from

ion and explanve been applied

ation and explmpany as at :3r long-term in

m assets except

de any preferender section 30

ued any deben

y.

aised any mo

edures performor by the Comh case by the m

t a chit fund oi) of the Order

aling in or traons of Clause

lanations givem a bank or fina

ation given to d for the purp

lanations give31 March 201nvestment by t working capi

ential allotmen01 of the Act.

ntures and hen

onies by way

med and the mpany has beenmanagement.

 

or a nidhi /mutr are not applic

ading in share4 (xiv) of th

en to us, the Cancial instituti

us and the recose for which

en to us and o4, we report tthe Company

tal.

nt of shares to

nce, the clause

of public iss

information an noticed or r

tual benefit fucable to the Co

es, securities, dhe Order are n

Company has ion.

ords examinedh they were rai

on an overall that no funds y. No long ter

parties and co

e 4(xix) of the

sues during t

and explanatioreported durin

CONTINUAT

und/society, ompany.

debentures andnot applicable

not given any

d, the term loanised.

examination raised on shorrm funds hav

ompanies cove

e Order is not

the year.

ons given to g the year, no

151 

 

TION SHEET

d other to the

y

ns

of the rt-term e been

ered in

us, we or have

Page 154: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

EQUITShareh

Share Reserv

Non-Cu

Long-DeferrOther Long

Curren

Short-TTradeOtherShort-

AS SETNon-Cu

Fixed. ATangiblIntangibCapital

Non-CDeferrLong Other

Current

CurreInventTradeCash AShort-Other

Significant Notes on finAs per our

For Bhuta S

Chartered AFirm RegNo

CA Mitesh Partner Membershi

Mumbai, 24'1

TY AND LIABILIholders' Funds

Capital ves And. Surplus

urrent Liabilities-Term Borrowingred Tax LiabilitieLong Term LiabiTerm Provisions

t Liabilities

Term. BorrowingPayables Current Liabiliti

-Term Provisions

TS urrent Assets Assets le Assets ble Assets Work-In-Progres

Current Investmenred Tax Assets (NTerm Loans AndNon-Current Ass

t Assets nt Investments tories Receivables

And Cash Equiva-Term Loans And

r Current Assets

Accounting Policnancial statementsreport of even da

Shah & Co.

Accountants o.:101474W

Kothari

p No. 110822

1' May, 2014

Particulars

TIES

s gs s (Net) ilities

s

ies

Total Eq

ss

nts Net) d Advances sets

alents d Advances

cies s

ate attached

SUNDARAMBALANCE SHE

quity & Liabilities

Total Assets

M MULTI PAEET AS AT 31ST

s

s

Hasmu

AP LIMITEDT MARCH, 2014

Note No.

1 2

3 4

5

6 7 8 9

10A 1013

11

12

13 14 15 16 17

1 to 39

for and on beha

Amrut P. Shah

Chairman & Man

ukh A. Gada

Whole-time Dire

As aMarch;

Rs

215,6051,365,3731,581,478

197,45136,133

2,691236,276

579

140,495145,641

25'221,168,435 2,986,19

1,285,10624,067

1,309,173150,050

13,589

1,472,812

607,5074:89,525

6,109410,089

1471,513,3782,986,191

alf of the Board

naging Director

ector

at 31st 2014

As at 3March, 2

Rs

5,773 215,63,062 921,68,835 1,139,

1,668 264,3,774 33,

1,297 2,6,739 300,

97519 847,5,914 313,1,756 154,2,479 29,5,668 1,344,1,242 2,784.,

6,135 831,7,146 32,

- 29,3,281 893,0,000 150,

- 9,063 49,

- 2,344 1,093,

,

7,242 543,5,743 807,9,612 14,9,296 324,7,003 8,898 1. 6911,242 2,784,

Shantilal P.

Whole-time Dir

 

152 

 

31st 2013

605,7Th. 616„236 ,222,009

,160,378 ,579,292

- 691,297 ,430,967

,142,729 ,891,261 ,298,222 ,296,035 ,628,246 ,281,222

,624,803 ,039„52g ,609,294 ,323,625 ,030,000

- ,827,480

,201,105

- ,740,469 ,370,265 ,832,534 ,636,660 300,186 ,080,U 6 ,281,222

Shah rector

Page 155: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

INCOMRevenOther

Total In

EXPENCost OfPurchaChangeIn-ProgrEmployFinanceDepredOther E

Total EProfit B

TAX EX(I) Cu

(2) D(3) S

Total T

Profit

Earning(1 )(2 )

Significant ANotes on fin

As per our r

For Bhuta S

Chartered AFirm Reg. N

CA Mitesh KPartner Membership

Mumbai, 24t

 

ST

ME nue From Operation

income ncome (I)

NSES f Materials Consuse Of Stock-In-Tres In Inventories ress yee Benefit Expene Cost

dation And AmorExpenses

Expenses (II) Before Tax (1) - (ID

XPENSES: rrent Tax

Deferred Tax Short / (Excess) PrTax Expenses

For The Year

gs Per Equity Shar Ba s ic D i l u t e

Accounting Policnancial statement

report of even da

Shah & Co.

Accountants No.: 1111474W

Kothari

p No. : 110822

th May 2014

S

TATE114ENT OF

Particulars

ns

umed rade Of Finished Good

nses

tization Expenses

D

rovision Of Earlie

re: (Face Value of

d cies ts

ate attached

SUNDARAM M

FROFIT & LOSS

ds And Work-

s

er Years

f Re 1/- each)

MULTI PAP L

S FOR THE YEA

LIMITED

AR ENDED 3151 M

Note No.

18 19

20

21

22 23 24 25

1 to 39

For and on beha

Amrut P. shChairman & Mana

Hasmukh A. Ga

Whole-time Dir

MARCH, 2014

Year Ended 31st M

Rs 1,540,861,

6,419,1,547,281,

682,961,412,247,

68,643,

34,844,137,338,

48,412,156,087,

1,540,536,6,744,

4,609,2,534,

(7443,85,719,

1,025

00

alf of the Board

hahaging Director

ada

rector

March 2014

Year Ended 31st M

Rs ,926 L815,4,319 10.1,245 1,825,5

,133 683,5,951 664,3,992 35,2

,042 48,1,796 120,7,915 48,1,681 150,6

,509 1,750,8,736 •1'74

,000 2,45482 5,66

834) ,598 29,2

,137 45,5

0.01 0.01

Shantilal P. Whole-time Dir

 

153 

 

March 2013

57,52618,372

575,897

537,294357,064200,435

64,•62774,548

77,70872/415

833,9264,70372

52,18664,87791.327

228,890

513,082

0.210.21

Shah rector

Page 156: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

154 

 

 SUNDARAM MULTI PAP LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014 Particulars Year Ended 31st March 2014 Year Ended 31st March

2013Amount in Rs Amount in Rs

CASH FLOW FROM OPERATING ACTIVITIES

Net Profit/ (Loss) Before Tax And Extraordinary Items 6,741,736 74,741,972Adjustment rim: Depreciation 48.412,915 43,127,708 interest Income (29,808,487) (49929,403) Dividend income (7,500) (7,500) Preliminary Expenses W/Off - - Interest Paid 167,147,283 170,703,951 (Profit)/ Loss On Sale Of Assets (Net) 1,675,042 (4,996,726

187,419,253 163,898,030194,163,989 233,640,002

Operating Profit Before Working Capital Changes Adjustment For : Trade Receivables Si8,,044,5Z3 (157,156,949) Inv entorie.s (63,766;74) (12,053,566) Loans & Advances 15,795,881 (62,802,416)

Other Current Assets 153,153 (153,183) Trade Payables (173,395,347) 55,207,108 Other Liabilities & Provisions 4,308482 (1,345,252)

101,140,148 (178234,258).Cash Generated From Operations 295,304,137 59,305,743

Direct Taxes Paid(Met) (10,017,561) (12,018,560)Net Cash Generated From/(Utilised in) Operating Activities 285,286,576 47,787,183

Cash Flow horn Investing Activities Purchase Of Tangible fixed Assets (Net) (24,851,887) (33.373,333) Sale Of Tangible Fixed Assets 2,668,442 6,480,139 Purchase Of Equity Shares Of subsidiary - - Dividend Received 7,500 7,300

Net Cash Generated From/ (Utilised in) Investing Activities (22,175,945) (26,885494)

Cash Flow From Financing Activities Loan given to Subsidiary (62,394,909) (30,984,894) (Repayment) of /Proceeds From Borrowings (34,075,920) 133,733,737 Interest Received 29,808,487 49,929.403 Interest Paid (167,147,283) (170,703,951) Dividend Paid (Incl. Of Tax) (38,023,92S) (15,034,930)

Net Cash Generated From/ (Utilised in financing Activities)

(271,833.552)

(33,060,634)

Net Increase/(Decrease) In Cash And Cash Equivalents (A+B+C)

(8,722,922)

(12,159,145)Cash And Cash Equivalents At Beginning Of The Year 14,E32,534 26,991.678 Cash And Cash Equivalents At End Of The Year 6,10`9,612 14,832,533 Net Increase/ (Decrease) (,722.922) (12,159,145)

Note: 1 Cash And Cash Equivalents Consists Of Cash On Hand And Balance With Banks. 2 The Above Cash Flow Statement Has Been Prepared Under The Indirect Method As Set Out In Accounting Standard - 3 'Cash Flow

Statement" Issued By The institute Of Chartered Accountants Of India. 3 Previous Year's Figures Have Been Re-Grouped / Re -Arranged, Wherever Considered Necessary.

As per our report of even date attached

For Bhuta Shah & Co. For and on behalf of the Board

Chartered Accountants Firm R g. No.: 101474W

CA Mitesh Kothari A mr u t P . S h a h Shanlilal P, Shah Partner Chairman & Managing Director Whole-time Director Membership No. 110822

'Hasmukh A. Gada

Mumbai. 2411' May, 2014 Whole time Director

Page 157: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

SIG

i. ATh

goi

Ac

po

Ac

ii. UPre

req

rep

liab

sta

ass

pla

in

i i i . FiTa

imp

in-

rep

ass

iv. DDe

Sch

on

arn

ma

GNIFICANT

ccounting Ce financial sta

ing concern a

ccountants of

lices not dis

ccounting Prin

se of Estimaeparation of f

quires that the

ported amoun

bilities and th

atements. Exa

sets, provision

ans, etc. Diffe

which the resu

ixed Asse tsngible fixed

pairment, if a

progress com

porting date.

sets and are ca

e p rec ia t ionepreciation on

hedule XIV o

addition/del

nortized over

anagement at t

ACCOUNTIN

Conventions:atements are

and comply w

India referre

sclosed sepa

ciples.

ates: financial state

e Managemen

nt of income

he assumption

mples of such

n for doubtfu

erence, if any,

ults are know

: assets are s

any. Direct co

mprises of cos

Intangible as

arried at cost l

/ Amor t i za tn fixed asset

of the Compan

letion of asse

a period of

the rate of 20%

SUNDARAM

FINANCI

NG POLICIE

prepared on a

with the Acco

d to in sectio

arately otherw

ements in con

nt of the Com

and expense

ns relating to

h estimates in

ul debts/advan

between the

n.

stated at cost

sts are capital

t of fixed ass

sets are recor

less accumula

t ion : ts is provided

nies Act, 195

ets during th

f five subsequ

% in each year

M MULTI PAP

IAL YEAR 20

ES:

accrual basis

ounting Standa

on 211 (3C) o

wise are in

nformity of G

mpany makes

s of the peri

o contingent l

nclude the us

nces, future ob

actual results

t of acquisiti

lized until fix

sets that are n

rded at the co

ated amortizat

d on straight

56 or estimate

e year is pro

uent years on

r.

155

LIMIT-TS)

013 -14

under historic

ards issued b

of the Compa

consonance

Generally Acc

estimates and

iod, the repo

liabilities as

seful life of ta

bligation in r

s and estimate

ion Tess acc

xed assets are

not yet ready

onsideration p

tion and impa

t line method

es made by th

ovided on pro

n a systemat

cal cost conve

by the Institut

anies Act, 19

with Gener

cepted Accoun

d assumptions

rted balances

on the date o

angible and i

respect of ret

es is recognize

cumulated de

ready for use

for their inte

paid for acqu

irment, if any

d at the rates

he managemen

o-rata basis.

tic basis as d

ention and as

te of Charter

56. Accountin

rally Accepte

nting Principl

s that affect t

s of assets an

of the financi

intangible fix

tirement bene

ed in the perio

epreciation an

e. Capital wor

ended use as

uisition of suc

y.

s prescribed

nt Depreciatio

Brand will b

decided by th

 

s a

ed

ng

ed

les

he

nd

ial

ed

fit

od

nd

rk-

at

ch

in

on

be

he

Page 158: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

v . I

Ls

Cin

v i . VRCprp

v i i .

vii i. E

C

m

re

ix. Em

a)

Acl

I n v e s t m e n

Long term invuch decline is

Current investmnvestment bas

Valuation oRaw materialsCost is assignproportionate ealizable valu

possible.

Revenue Ra) The C

custom

risks a

of retu

b) Dividereceive

c) Intere

xport Incentiv

Considering tmarket conditiecognized on

mployee Bene

) Short T

ll employee assified as sh

t

estments are ss other than te

ments are valusis.

of Inventories, stores and pned on FIFO

manufacturinue. Unrealize

Recogni t ionCompany rec

mer or when

and rewards

urns, discount

end income oe the paymen

st income is

ves:

he uncertainions, the benthe basis of ac

efits:

erm Employe

benefits payhort-term emp

SUNDARA

FINAN

stated at cost.emporary.

ued at lower o

es: packing materbasis. Semi -g overheads.

ed profit, if a

:

cognizes rev

delivered to

of ownershi

ts, excise dut

n investmentnt is establish

recognized

nty in respecnefits accruinctual realizatio

e Benefits:

yable whollyployee benefit

AM MULTI P

CIAL NEAR

Provision for

of the cost or m

rials are value- finished goFinished goony, in inter u

venue on sa

o the ocean

ip are passed

ty and sales t

t is accountedhed.

on the time

ct of actual i

ng under the on_

y within twelts. Benefits su

PAP LIMITED

2013 -14

r diminution i

market value,

ed at lower ooods are valuods are valueunit transactio

ale of produ

carder for e

d to the cust

tax.

d for in the y

e proportion

income realiz

Duty Entitle

lve months ouch as salarie

156 

 

D

in the value is

determined on

of cost or net ued at raw md at lower ofon is elimina

ucts upon d

export sales,

tomer. Sales

ear in which

basis.

zable, which ement Pass B

of rendering s and wages,

s made only if

n individual

realizable vamaterial cost p

f the cost or ated to the ex

dispatch to

which is wh

s are shown

the right to

depends on Book Scheme

the service leave salary

f

alue. plus

net xtent

the

hen

net

the are

are etc.

Page 159: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

and

the

b)

Th

Co

sta

serv

Th

gra

fut

to

ant

c)

Lia

yea

x. FoTra

tran

rec

Mo

cur

res

for

xi. BoBca

 

d the expected

e related servic

Post-Em

i) D

e Company m

ompany's cont

atement of pr

vice.

ii) De Company's

atuity fund w

ture payment

cover the lia

ticipated servi

Leave en

ability on acc

ar. None of th

oreign Currencansactions in

nsactions are

cognized in the

onetary items

rrency are re

sulting exchan

reign currency

orrowing Cost: orrowing Coapitalized as a

d cost of ex-g

e.

mployment Ben

Defined contri

makes specifi

tribution paid

rofit and los

Defined benefigratuity bene

which has tak

ts of gratuity

ability under

ices with the c

ncashment:

ount of Leave

he employee is

cy Transactionn foreign curr

affected. Ex

e Statement of

(other than t

evalued using

nge difference

items are carr

sts that are ata part of the c

SUNDARANI

FINANCI

gratis are reco

nefits:

ibution plans:

ied monthly

d / payable un

s during the

it plan: efit scheme is

ken a group p

y to retiring

the scheme in

company.

e Encashment

s allowed to ca

ns: rency are rec

xchange differ

f Profit and Lo

those related

g the exchang

e is recognize

ried at cost.

ttributable tocost of such a

I MULTI PAP

IAL YEAR 20

gnized in the

contributions

nder the sche

period in w

a defined ben

policy with L

employees.

n respect of

t up to year en

arry forward l

corded at the

rences arising

oss.

to acquisition

ge rate preva

ed in the Stat

acquisition osset. A Qualif

P LIMITED

013 -14

period in wh

towards emp

emes is recog

which the em

nefit plan. Th

Life Insuranc

The premium

all employee

nd has been pr

leave to subse

e rate of exc

g on settleme

n of fixed ass

ailing at date

tement of Pro

or constructiofying asset is

 

hich the emplo

ployee provid

gnized as an

mployee rende

he Company c

ce Corporatio

m has been s

es at the end

rovided/ paid

quent period.

hange in for

ent of these t

sets) denomin

e of the Bala

ofit and Loss.

on of a qualifone that nece

1

oyee renders

dent fund. Tic

expense in th

ers the relate

contributes to

on of India fo

so adjusted a

of their futu

d during the

rce at the tim

transactions a

nated in foreig

ance Sheet an

Non-monetar

fying asset aressarily takes

157 

 

ce

he

ed

a

or

as

re

me

are

gn

nd

ry

re a

Page 160: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

su

S

xi i . PP

re

D

ac

D

ce

xi i i . I

A

w

ex

lo

v

it

m

xiv . L

L

ar

o

xv. F

In

g

C

re

ubstantial peri

tatement of Pr

Provis ion fProvision for c

elevant assessm

Deferred tax ar

ccounted for, u

Deferred Tax a

ertainty that th

Impairment

At each Balanc

whether there i

xists, the recov

oss. Recoverab

alue in use, th

ts disposal are

market assessm

L e a s e s :

Lease of assets

re classified a

n accrual basis

Financial De

n respect of

ains/losses on

Currency Hedg

eceivable. The

iod of time to

ofit and Loss.

or Taxes: current tax is

ment years.

rising due to t

using the tax r

assets arising f

his would be rea

t of Fixed A

e Sheet date, th

is any indicati

verable amount

ble amount is

he estimated fu

e discounted t

ments of time v

under which a

s operating lea

s in accordance

erivatives He

derivatives

n settlement are

es to manage i

company does

SUN DARA

FINAN

o get ready fo

determined in

iming differen

rate and Taws

from timing d

alized in future

Assets:

he Company r

ion that those

t of the asset is

the higher of

uture cash flow

o their presen

value of money

all the risk and

ases. Lease pa

e with respecti

edging Tran

contract, pre

e recognized in

its risks associ

s not use Hedg

A.M MULTI PA

NCIAL YEAR

or intended use

n accordance w

nce between th

that are substa

differences are

e.

eviews the car

assets suffered

s estimated in

an asset's net

ws expected f

nt value using

y and the risks

d rewards of ow

ayments under

ive lease agree

saction;

mium paid,

n statement of

iated with Fore

ges for specula

AP LIMITED

2013 - 14

e. All other b

with the Incom

he book profi

antively enacte

recognized to

rrying amount

d an impairme

circler to deter

selling price

from the contin

a. pre-discoun

specific to the

wnership are e

r operating lea

ements.

provision for

f Profit and Lo

eign Currencie

ative purpose.

D

borrowing cos

me Tax laws p

t and tax prof

ed as of the Ba

o the extent th

t of its fixed as

ent loss. If an

rmine the exte

and value in

nuing use of th

nt rate that re

asset.

effectively retai

ases are recogn

r losses on

oss. The comp

es Fluctuation

1

ts are charged

prevailing for

fit for the yea

alance Sheet d

here is reasona

ssets to determ

ny such indicat

ent of impairm

use. In assess

he asset and fr

flects the curr

ined by the les

nized as expen

restatement

pany uses Fore

relating to Exp

 

158 

 

d to

the

ar is

date.

able

mine

tion

ment

sing

rom

rent

ssor

nses

and

eign

port

Page 161: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

xvi. Co

Th

pro

ob

A

ob

W

ou

ontingent Lia

he Company c

obably requir

bligation.

disclosure fo

bligation that m

When there is a

utflow of resou

bility:

creates a prov

es an outflow

or contingent

may, but prob

a possible ob

urces is remot

NDARAM

FINANC

vision when th

w of resources

liability is m

ably will not r

bligation or pr

te, no provisio

M MULTI PA

CIAL YEAR 2

here is a prese

s and a reliab

made when th

result in outflo

resent obligat

on or disclosur

AP LIMITED

2013 -14

ent obligation

ble estimate ca

here is a pos

ow of resourc

tion in respec

re is made.

n as a result o

an be made o

ssible obligati

ces,

ct of which th

1

of past event t

of the amount

ion or a pres

he Likelihood

 

159 

 

that

t of

sent

d of

Page 162: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

NOTE 1: SH

Authorized

250,000,000

Issued, Sub

215,605,773Fully Paid

Total of IssCapital

 

a) Reconc

SharesSharesSharesShares 

b) TermThe coone vocompanright tomeetincompaIn the shares windinThe shtogethec) Tincludishare cd) th

Amrut RaichaShantilCitigroGanjam 

HARE CAPITA

d Capital

0 (P.Y. 250,000,0

bscribed & Paid-

3 (P.Y 215,605,77

ued , Subscribed

ciliation Of The

Pa

s Outstanding At Ts Issued During Ts Bought Back Dus Outstanding At T

ms And Rights Atompany has only ote per equity shany in respect of ano dividend. The ding. The board of any. event of windingshall be entitled t

ng-up. hareholders have er with the memor

The company doeing persons actingcapital of the comphe Details Of Sh

P Shah and P Shah lal P Shah oup Global Markm Trading Pvt Ltd

SNOTES

L

000) Equity Share

-up Capital

73) Equity Shares

d and Fully Paid

Number Of Shar

articulars

The Beginning Ofhe Year

uring The Year The End Of The Y

ttached To Fortone class of equre_ A member shny of the shares ofividend is recommdirectors have a

-up, subject to theo receive remainin

all other rights arandum of associaes not have any hg in concert with tpany. Previous yeahare Holders Ho

ets Mauritius d

SUNDARAM S FORMING PAR

es of Re. 1/- Each

s of Re.1/- Each

d up Share

res Is Set Out Be

f The Year

Year

uity Shareholdeuity shares havinghall not have any f such member. Amended by the bo

right to deduct f

e rights of holderng assets, if any,

s available to equation and articles oholding companythe promoters as oar March 31, 2013olding More Th

MULTI PAP RT OF FINANCI

As at 31st Ma2014

h

250,000,000

250,000,000

215,605,773

215,605,773

elow:

2013 Equity

Number215,605,773

.'

- 215,605,773

rs: g a face value ofright to vote whi

All equity shares ard of directors anfrom the dividen

rs of shares issuedin proportion to th

uity shareholders of association of ty or ultimate holon March 31, 201

3 is 134,583,293 ehan 5% Shares:

As aNo. of Sharesolding%35,929,32534,308,304.20,451,53711,994,15714,999,499

LIMITED IAL STATEMEN

arch, As at 32013

250,000

250,000

215,60

215,605

3-14 Shares

Rs 215,605,773

-

- 215,605,773

f 1/- per share. Eailst any call or otof the company rnd declared by th

nd payable to any

d upon special terhe number of shar

as per the provithe company, as alding company. P14 is 117,718,959equity shares i.e. 6

at 31st March 2014% of Holding

16.661 6149.495.566.96

NTS

1st March,

0,000

0,000

5,773

5,773

2Eq

Number 71,S68,5

143,737,1

215,605,7

ach holder of equther sum shall be rank pari passu in he members at the y member any su

rms and conditionres held at the tim

isions of the Comapplicable. Promoter shareh

9 equity shares. i.e62.42 %,

4 As No. of Shar

6 37,485,44f 34,808,3

9 32,949,76 14,649,156 -

2012-13 uity Shares

Rs 591 71,8682 143,737

773 215,605

uity shares is entidue and payableall respect includiensuing annual g

um due from him

ns, the holders of me of commencem

mpanies Act, 1956

olding in the come. 54.60 % of the

at 31st March 20res % of Hol89

304

89 56

-

 

160 

 

8,591 7,182

5,773

tled to e to the ing the general

to the

f equity ment of

6, read

mpany equity

13

lding 1739 16.1415.28

6.79

Page 163: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

NOTE 2 RESER

Reserves & SuOpening BAdd: CapiCapital ReSecurities Opening BAdd; SecuSecurities RevaluatioOpening BAdd; RevaRevaluatioGeneral ROpening BAdd: TranGeneral RSurplus InOpening BAdd: Net PBalance AAdd; ApprReversal OReversal O

Less: Appr

Proposed DDividend DTransfer TNet SurpluTotal Of R

The company h

NOTE 3 : LON

Term Loan

From BankState BaYes BanVehicle

Unsecured From Othe(Refer Note

Deferred PUnsecuredSales Tax DLoan FromDeposits

UnsecuredDeposits

Total Of L

 

RVES & SURPLU

urplus Balance ital Reserve eserve - Closing BPremium Reserv

Balance rities Premium RPremium Reserv

on Reserve Balance aluation of Land on Reserve Clos

Reserve Balance nsfer From StatemReserve - Closing Bn The Statement OBalance Profit/(Loss) For vailable For Appropriations

Of Excess ProvisionOf Excess Provisio

ropriations

Dividend Distribution Tax To General Reservus In The Statem

Reserves And Surhas revalued its L

NG TERM BORRO

n

ks ank Of India * nk + Loans @

er Financial Instie 8 For Current M

Payment Liabilitid eferred. Loan***

m Sicom

d

ong Term Borro

SU

NOTES F

US 

Balance ve

Reserve ve - Closing Bala

ing Balance

ment Of Profit AnBalance Of Profit And Los

The Year propriation

n ion Of Proposedon Of Dividend D

ve ment Of Profit An

rplus Land at Palghar

OWINGS 

tution** Maturities Of Lon

ies

owings

UNDARAM M

FORMING PART

ance

nd Loss

ss

d Dividend DuringDistribution Tax D

nd Loss

on 31st May 201

g Term Debt)

MULTI PAP L

T OF FINANCIAL

g F.Y. 2011-12 During F.Y. 20114

3

LIMITED

L STATEMENT

42

TS

As at 31st March, 2014

700,00

700,000

466,413,981

466,413,981

443,754,167 443,754,167

16,972,914

16,972,914

439,529,341

1,025,137 440,554,479

2,156,057

366,422

438,032,000 1,365,873,062

As at 31 st March, 2014

190,000,000 -

909,516

13,679,510 2,064,441

798,200

197,451,667

As at 31 st March, 2013

700,00

700,00

466,413,98

466,413,98

16,972,91

16,972,91

417,404,47345,513,08

462,917,55

1,437,10233,45

21,560,573,498,20

439,529,34923,616,23

As at31 st March, 2013

202,500,00040,000,0001,652,130

3,766,097

13,679,5102,064,44

498,200

264,160,378

161 

 

0

0

1

1

4

4

325

89

74

16

000

7

01

0

8

Page 164: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

In case o

(1) Peri(2) Amo

* Secured poffice premcurrent asse2019. 

+ Secured bpledge o2015

@ SecureAngnst-2

** Carrying inte

*** Repayment

NOTE 4: DEF

LiabilityAssets Total Less: ONet Def 

NOTE 5 : LON

Provision Provision FTotal of L 

Note 6 SHOR

Luau ReFrom BaSecuredCash CrCash CrFrom PuUnsecurFrom BFrom O1-cans &UnsecurLoan Fr

Deposit UnsecurIniercor

Total O In case o(1) Perio(2) Amo

of delay /default a

od of Default :1ount .: 24,850,0

primarily by first pises as well as peets of the compan

by subservient chof shares of Com

ed by Hypothecat2014 To July-2016

erest ranging from

t shall commence

FERRED TAX LI

y Related To Fixe

pening Net Deferferred Tax Liabil

NG TLRM PROV

For Employees BFor Gratuity ong Term Provis

RT TERM BORR

epayable On Demanks

d redit From State Bredit From Industrublic Financial Inred anks 0 ther Financial Ins

& Advances Fromred rom Directors ###

red rporate Deposits#

Of Short Term Bor

of delay/default asod of Default :1 - 2ount: Rs 114.527,0

SUNOTES F

s on the Balance

month I Earlier000 / 20,61,441

pari passu chargeersonal guaranteny, carrying floati

harge over currenmpany held by pr

ion of respective v.

m 8.33% To 18,259

from the financia

IABILITIES (NE

ed Assets

red Tax. Liabilitylity Charged To S

VISIONS

Benefit

sions

ROWINGS

mand

Bank Of India** rial Development

nstitutions '''''

stitutions* m Related. Parties

#

##

rrowings

s on the Balance S2 months 055/- (includes 10

UNDARAM MFORMING PART

Sheet date in repa

r Years

e of immovable ae of  three directng rate of interes

nt and movable fromoters carrying

vehicles purchase

9 and repayable by

al year 2015-16 up

ET)

y Statement Of Pro

t Bank Of India 0

Sheet date in repa

01,365,75AS/- on a

MULTI PAP LT OF FINANCIAL

ayment of loans a

and movable fixeors and collaterast ranging from 3.

fixed assets of thg floating rate of

ed carrying interes

y November, 2014

p to 2024-25.

fit And Loss

ayment of loans an

account of renewa

IMITED L STATEMENTS

and interest with r

d assets of the cally secured by ex.50 % to 3.65% ab

he company , perf interest of 3%

st ranging from 11

to February. 2015

A

nd interest with re

al of working capi

 

S

respect to above :

ompany includinxtension of hypobove base rate re

rsonal guarantee above base rate

1,74% To 13.51%

5.

As at 31 st March, 2014

36,133,774-

36,155,77433,579,292

2,554,483

Amount in Rs March, 2014

2,691,297 2;691,297

Rs

As at 31st March,2014

513,333,13101,363,75

6,560,46

22,688,69

40,040,03

195,787,43

879,775,519

espect to above:

ital facilities unde

g factory buildinothecation chargeepayable by Dece

of three director repayable by M

% and repayable by

As a.t 31 st March, 2013

4 33,579- 4 33,5792 27,8943 5,634,

March, 2013

2,691,2972,691,297

Rs

As at 31st March,2013

2 529,038,58 100,065,60

99

- 37,456,

5 47,088,

35 133,494,

9. 847,142,7

er process)

162 

 

g and e over mber, 

rs and March,

y

9,292-

9,292,4'15,877

77

3

,047,920

-

-,272

,463

,027

710-1

Page 165: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

*  Loan is ta

** Secured pspares, recollateralpremises

# Secured prguaranteecompany

*** Secured

@ Loan is ta

### Loan fro

## All inter co

NOTE 7 TR

Trade Pa

(Refer NoEnterpriTotal Of

 NOTE 8 : OTH

Current MFrom Bfrom otVehicle

Advanc

InterestUnpaid Other POutstanOutstan

Total Of  NOTE 9: SHOR

ProposedProvisionProvisionTotal Of 

  

aken ranging from 

primarily by first peceivables and othely secured securitycarrying interest ra

rimarily by first pae of three Directorsy including factory

d against Lien on K

aken on personal g

m two Directors is

orporate deposits a

RADE PAYABLE

ayables

te 30 For Details Oises) f Trades Payable

HER CURRENT L

Maturities Of LoBanks ther Financial Ine Loans

e From Customer

t Accrued But NoDividend ayables

nding Expenses nding Statutory LiOther Current L

RT TERM PROV

d Dividend n For Dividend Dn For Tricorn e Taxf Short Term Pro

SU

NOTES FO

9% to 17% interes

pari-passu charge oer current assets ofy by way of secondate of 3.50% above

ari-passu charge os and collaterally and office premis

Keyman Insurance

guarantee of promo

s interest free and

are taken against p

S

Of Dues To Micro,

LIAELLITIES

ng -Term Borrow

nstitutions

rs

ot Due On Borrow

iabilities Liabilities

VISIONS

istribution Tax x ovisions

UNDARAM M

ORMING PART O

st rates against ple

over current assetsf the company witd pari passu chargee base rate.  

on all the current asecured by way of

ses carrying interes

Policies in name o

oters bearing intere

from one director

pledge of Promoter

Saudi And Mediu

wings (Refer No.3

wings

MULTI PAP L

OF FINANCIAL

edge of shares of C

s including stock oth other working ce over movable and

assets of the compf second pari passst rate of 3% abov

of two Directors b

est rate of 18%.

is at the rate of 14

rs Equity Shares h

m

3)_

LIMITED

L STATEMENTS

Company held by P

of raw material, stocapital lender and pd immovable fixed

pany along with otsu charge over move base rate.

earing interest rat

4%.

held in the compan

1

S

Promoters. 

ock- in-process, finpersonal guaranteed assets of the com

ther working capitovable and immov

te of 10%

ny.

As at 31st March,2014

140,495,914

140,495,914

As at .31 st March, 2014

52,014,162,361,311,434,03

24,722,35

2,056,5113,521,55

11,927,547.604,2M

145,641,75

As at 31 st . March, 20-14

2,156,057366,422

2,522,479

nished goods, store of three directors

mpany including fac

tal lender and pervable fixed assets o

As at 31st March,2013

4 313,891,2

313,391,2

As at 31 st

March, 2013

63 102,327,910 11,175,334 1,498,4

58 5,637,2

19 3,737,759 465,2

44 3,74Z9M 25,713,255 : 154,298,2

:As at 31 st March, 2013

7 21,5602 3,498

4,2379 29,296

 

163 

 

res & s and ctory

sonal of the

261

261

968388414

231

795267

979280222

t

0,577,204,254,035

Page 166: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

NOTE 11 NON

InvestSubsid15,000,Educa

Oth5,000 ECO-OpTotal

 

NOTE 12 LON

AdvanUnsec

Securi

Unsecu

T o t a

 

 

N CURRENT IN

tment In Unquotdiary ,000 Equity Shares

ation System Ltd.

Equity Shares Of perative Rank LtdOf Non-Current

NG TERM LOAN

nce For Capital Aured, Considered

ity Deposits

ured, Considered

l O f L o n g T e

NVESTMENTS

ed Equity Instru

s Of Z10/- Each Fu(Previous Year 15

710/- Each Fully d. (Previous YearInvestment

NS AND ADVAM

Assets d Good.

Good

e r m Loans An

uments

ully Paid Lip Of E-C5,000,000 Shares)

Paid Up Of Abhvr 5,000 Shores)

MCES

SH A- '

nd Advanc.1:1

Class

vudalia

A i-,P n -

6.16111&„

As at 31st March,2014

150,000„1

50,0

150,050,0

As at 31 st March, 2014

9,284

4,3104

13,589

As

March,2

1j00

000

150,0

5

000 150,0

As at 31 March.. 20

,729 45,0

4,334 4,78

,063 49,8

164 

 

7

s at 31st

2013.1

000,000

50,000

050,000

st 013

38,589

88,891

27480

Page 167: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

Particul

BuildinPlant &

.FurnitVehicleTotal

NOTE

A, Tan

Freeho

Buildin

Plant &

Furnitu

Vehicl

Office

Total

B. IntaBrand

Total

lars .: ::

ng Machinery

ture & Fixture e 5 Tangible Assets

10 FIXED ASSETS AS

Particulars

ngible Assets: (Owned)

old Land

ng

& Machinery

ure & Fixture

les

e Equipment’s

Tangible Assets

angible Assets:

Intangible Assets

As On 1st April,- 2013

2,685,080

26,705,424 130,790

-

29,609,294

ON 31st MARCH 2014

As on 1st April,

2013:

) 186,725,581

234,231,0I7

50.5,376,357

76,096,501

26,889,673

5,343,558

1,034,665,677

72,930,746

72,930,746

Additions DeDuring the' Lutin

Year 1,498,286

20,437,225297,403

-

22,232,914

4

GROSS BLOCK (A

A d d i t i o n s During the Year

DedDurin

443.754,167

.1,183,366

47,758,449

508,322

1,287,744

723,300

498,215,348

-

eductions • Ang the Year

4,183,36647,230,649

123,193-

51,842,208

SUN DA

NOTES FORMING P

AT COST)

duction& ng the Year

As oMar201

6.90

2,451,313 235

721,601 552

2,826,395 73

902,942 27

50,000 6

6,952,250 1,525

72

- 72

As on 31 st 2 0 1 4

--

- -

ARAM MULTI PAP LTD

AR1' OF FINANCIAL S

on 31gt rch, 14

As on 1st Ap2013

0,479,748 -

5,966,060 33,483,

2,413,206 122,958,

3,778,428 24,698,

7,774,475 12,573.

6,016,858 4,327,

5,928,775 203,040,

2,930,746 40,841,

2,930,746 40,841,

D.

STATEMENTS

DEPRICIATIO

pril, For the Year

- -

,409 7,306.77

,465 24,275,96

,144 4,754,64

.534 2,616,56

,322 936.59

,874 4 0 , 3 9 0 , 5 3 6

,213 8,022,38

,218 8,022,33

ON

Deduction& During the Year

As aMarc

_.

71 551,792

62 344,262

43 1,216,388

64 446,325

95 50,000

6 2,608,766

82

2 -

at 31st ch, 2014 

As at 31st March, 20

- 6304

45,733,389 190,

146,3911,165 405,5

28,256,399 45,

14,743,773 12,

5,213,917 8

240,822,643 1,285,

48,863,600 24,

48,863,600 24,

16

Amount in Rs

NET BLOCK

14 As at 31st March, 2013

479,748 186,725,531

227,672 195,750,599

21,041 182,417,892

542,028 51,393,357

530,702 14,316,140

802,942 L016,235

,106,133 831,624,801

• 067,146 32,089,528

067,146 32 ,089 ,528

 

K

Page 168: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

NO'T'E 1

Raw MWork-FinishTradinStores Total

NOTE 14:

Debts Unsec

Others

UnsecTotal

NOTE 15 C

Cash-ICash a

Bank B

In CurIn DepIn Div

Total O

Include

NOTE 16 :

Loans UnsecLoan T

Others

AdvanAdvanBalancPrepaiAdvanOther Total O

3: INVENTO

Materials -In-Progress

hed Goods ng Goods !ir Spares Of Inventories

TRADE RECEIV

Overdue Beyondured, Considered

s

ured, ConsideredOf Trade Receiva

CASH AND CAS

In-Hand advance

Balance

rrent Accounts posit Accounts vidend Accounts

Of Cash And Cas

es Deposit With B

SHORT TERM

& Advances To cured, ConsideredTo Subsidiary - &

s

nce To Suppliers nce Income Tax (Nce With Revenue id Expenses nce To Employees Advances Of Short Term Lo

SNOTES

RIES

VABLES

d 6 Months d Good

d Good ables

SH EQUIVALEN

sh Equivalent (A)

Banks Of 153,611/

I.OANS AND A

Related Parties d Good

&Class Education

Net Off Provision Authorities

oam And Advanc

SUNDARAM S FORMING FAR

NTS

) + (B)

/- (Previous Year

ADVANCES

System Ltd.

For Tax)

ces

MULTI PAP RT OF FINANCI

276,581) With or

LIMITED IAL STATEMEN

Sub Total (A)

Sub Total (B)

riginal maturity O

NTS

As at 31st March. 2014

166,882,1170,473,0

18,610,8207,093,7

43,945,5.607,507.2

As at 31 st March, 2014

360,456,2

129,069,5489,525,,7

As at 31 stMarch, 2014

3,425,0) 3,425,0

1,974,5153,6556,4

) 2,684,6

6,109,6

Of more than 12 m

As at 31 st March, 2014

185,977,7

87,333,42,615,14,185,24,228,4

710,8125,038,3410,089,2

 

As at 31sMarch, 20

137 174,56002 178,95835 79,27750 63,58519 42,35 242 543,74

As at 31 st M2013

232 215,46

515 592,10745 807,57

t 4

As at 31 March, 20

008 7,06008 7,06

513 7,02611 27480 46604 7,76

612 14,8

months

As at 31 March, 20

745 123,58

454 96,71191 217 4,774482 4,029840 424367 95,106296 - : '324)63

166 

 

st 13

65,055 50,871 78,958 86,805

%781 40,469

March,

62,385

07,883 70,268

st 13

3,555 3,555

7,130 6,581 5,267 .5,979

83,533

st 13

2,836

6.224

4,307 9,964

45110 6,819

34660

Page 169: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

NOTE 17 :

DivideIntere

Total Of Oth

OTHER CURRE

end Receivable st Receivable

her Current Asset

ENT ASSETS

ts

 

AS at 31st Match, 2014

7,5

139,5

147,0

 

As at 31March, 20

00

03 29

03 . 30

167 

 

st 013

7,500

92,686

001843

Page 170: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

NOTE 18:

Sale o

LTE

Other

A

L

Total  NOTE 19 :

DivideRent RDuty DExchaRoyallProfit MiscelSundryTotal  

NOTE 20 :

Raw MOpeninAdd: P

Less: CTotal  

REVENUE FRO

of Products

Local Sales Trading Sales Export Sales

Operating RevenAdvertiser/lent Inc

Less: Excise Duty

Of Revenue From

OTHER INCOM

end Received Drawback nge Fluctuation Oly Income On Sale, Of Fixed llaneous Income y Balance WrittenOf Other Income

COST OF MAT

Material. Consumeng Stock Purchases

Raw Material SaTransport Inwar

Closing Stock Of Cost Of Mater

S

NOTES

S

NOTES FOM OPERATIO

nues come

m Operations

ME

On Exports

Assets (Net)

n Back

TERIAL CONSU

ed

ales rds

rial Consumed

SUNDARAM

S FORMING PAR

SUNDARAM M

FORMING PARTONS

UMED

MULTI PAP

RT OF FINANCI

MULTI PAP

T OF FINANCIAL

LIMITED

IAL STATEMEN

LIMITED

L STATEMENTS

NTS

S

Year Ended ,3March, 2014

1,114,332426,881

29,7991,571,013

2,000

1,573,013

32,151

1 154,0861

Z

Year Ended 31March., 2014

7,5864,0

4,527,11,000,0

20,6

. 6,419,3

Year Ended 31March, 2014

179,565,0664,443,3(14,973,3

20,808,2849,843,2166,882,1

• 682,961;

1st 4

Year EndedMarch, 20

,270 1,101,9,248 702,61,658 41,33,176 1,845,93

,000 1,00

,176 1,00

,250 31,47

,926 1,815,45

1st 4

Year EndedMarch, 20

500 000 86

- 49179 3,58000

4,99640

- 16319 .10,11

1st year Ended March, 20

055 191,59337 646,9093) 271 24,60270 863,10137 17956

133 • 683,537

168 

 

d ,31st 013

991,97711,548 30,946 34,471

00,000

00,000"

76,945

57,526

d 31st 013

7,500 64,000 99,438 84,378

- 96,726

66,330 13,372

31st 013

97,28200,836

04,21102,349

65,0.35

7,294 •

Page 171: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

NOTE 21:

OpeninOpeninLess: CLess: CTotal O

NOTE 22: E

Salaries &ContributiDirector’s Staff WelfTotal of E

NOTE 23 : F

InteresOther BLess: I

Less :-Total O 

NOTE 24 : D

DeprecAmortiTotal O 

CHANGES IN I

ng Stock-Finishedng Stock-Work InClosing Stock-FinClosing Stock-WoOf Changes In in

EMPLOYMENT

& Wages on To ProvidentRemuneration

fare Employment Be

FINANCE COST

t Expenses Borrowing Costs Interest Capitalise

Interest Income Of Financial Cost

DEPRECIATIO

ciation isation Of IntangiOf Depreciation

INVENTORIES

d Goods n Progress nished Goods ork In Progress nventories Of Fin

T BENEFIT EXP

t Fund , Gratuity

enefit Expenses

ed

t

N & AMORTIZ

ibles & Amortization

OF FINISHED

nished Goods And

PENSES

y And Other Fun

ATION EXPEN

Expenses

GOODS AND W

d Work-rn-Progr

nds

SES

WORK-IN-PROG

ress

GRI

Year Ended 3March 2014

79,278,9178,950,8

13,610,8170,975.0

.68,643,9

Year Ended 31st March,2014 27,044,100 1,208,349 6,000,000 5,91,593 34,844,042

Year Ended 31March, 2014

165,477,91,723,29

54,00167,147,28

29,508,48137,338,79

Year Ended 31March, 20

40,,390,58,022 3

48,412,91

31st Year EndedMarch

958 76,942,871 216,488835 79,278,002 178,950992 35,200

Year Ended31st March,201327,127,9091,299,296 18,750,000987,197 48,164,462

st Year Ended March, 20

94 162,15992 11,14402 2,59983 170,703

87 49,92996 120,774

1st 14

Year Ended March, 20

33 40,1082 8,0215 48,12

169 

 

d 31st

h 2013

,243 8,019 ,958 0,871 ,435

d

3

31st 13

9,093 4,495 9,637 3,951

9,403 4,518

31st 14

05,32622,38227,708

Page 172: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

NOTE 25: O

Note 25 A: Power AJob WoRepair &Repair &SecurityService Other MStores &

Note 25 13:

Sales PrFreightLoadingCommisTempo

Note 25 C:

Rent ExInsuranRates &Wealth Motor CTravelliComputConveyPostageLegal, PPrintingAuditorDonatioAmalgaElectricListing Loss onSubscriSundry Telepho

Loss OnSundry

Total of25A+2

OTHER EXPENS

Manufacturing EArid Fuel rk Expenses & Maintenance T& Maintenance Toy Expenses Tax

Manufacturing Ex& Packing Materi

: Selling & Distriromotion & Adve, Clearing & Forwg & Unloading Cssion Charges Expenses

Administrative Expenses ce Expenses

& Taxes Expenses Tax

Car Expenses ing Expenses ter Maintenance

yance Expenses e & Courier Professional & Cog & Stationery rs Remuneration (on amation Expensesity Expenses & Registration Fe

n Sale Of Fixed Asption Charges Balance W/Off

one Expenses

n Forex DerivativExpenses

f Other Expenses25B+25C)

SNOTES

SES

Expenses

To Building o Machinery

xp ial Consumed

ibution Expenses rtisement Expens

warding Charges harges

Expenses

onsultancy Charg

(Refer Note - 29)

s

ees ssets (Net)

es

(Note

SUNDARAM M FORMING FAR

es

es

MULTI PAP RT OF FINANCIA

Sub

Su

Sub

LIMITED AL STATEMEN

b Total Note 25 A

ub Total Note 25 I

b Total Note 25 C

TS

Year Ended 31March, 2014.

7,507,412,713,71,881,02366,9

598,5686,5193,6

83,990,9A 109,938,8

2,772,35,935,51,443,93,258,13,078,4

II 16,488,4

1,753,68,965,3435,32

66,71,484,71,927,1

28,976,2

202,04,391,5

545,72„096,0

837,7

1)031,3367,9

1,675,033,8

2,672,2828,6

239,9C 29,660,3

156,087,6

st

Year Ended 3March, 20

421 4,90717 16,93053 1,71943 3,68573 61573 59688 39924 66,70892 95,54

313 Z54577 8,19978 1,72147 7,73416 2,88431 23,07

651 2,42366 5,89241 79760 6745 1,75178 3,34993 13208 7014 34500 6,55752 69068 1,82743 48

- 933328 1,20942 550,42 804 13267 1698 1,01

57979 22358 32,05681 150,67

170 

 

31st 013

00,57131,22812,80986,58316,31991,37694,55009,51442,950

40,32293,34221,06535,83182,52073,086

23,62499,23990,20066,76052,92948,08737,82478,31745,22251,41395,14725,85080,2503 ,78401,56554,183

-35,90417,18818,782

78,25622,75656,38072,415

Page 173: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Sun

Not

Note

Con

Note

In t

appr

know

Note

Bala

conf

any

adju

Note

Aud

ndaram Multi

es forming pa

e 26

ntingent Liabi

e 27

the opinion

roximately of

wn liabilities i

e 28

ances of cert

firmations / rec

material variat

ustments.

e 29

ditors Remuner

Particul

Audit fee

fax Audi

Income T

Others

Total

Pap Limited

art of financia

ility: NIL (P.Y

of the man

the value state

s adequate and

ain trade rec

conciliation an

ion affecting th

ration:

ars

es

it fees

Tax Matters

al Statements

Y. NIL)

nagement, cu

ed, if realized

d not in excess

ceivables, trad

nd consequenti

he current year

Curr

65

18

1,2

16

2,0

for the year e

urrent assets

in the ordinar

of the amount

de payables a

ial adjustments

r's financial stat

rent Year

50,000/-

80,000/-

50,000/-

6,068/-

096,068/-

ended 31,t Ma

s, loans, adv

ry course of bu

t reasonably ne

and loans and

s, if any. The

tements on acc

(Amount in

Previous Yea

550,000/-

175,000/ -

955,060/-

145,790/-

1.$25,850/-

arch, 2014

vances and

usiness. The p

ecessary.

d advances a

management d

count of such r

Rs)

ar

-

171

deposits are

provision of al

are subject to

does not expec

reconciliation

 

e

l

o

ct

/

Page 174: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Note

Disc

The

Micr

to th

not b

Note

Emp

The

Corp

1) V

2) V

3) M

4) W5) D6) S

Note

Segm

Prim

The

and

Repo

e 30

closure under

Company has

ro Small and M

he amounts as

been given.

e 31

ployee Benefit

principal actu

poration of Ind

Valuation Dal

Valuation Met

Mortality Rate

Withdrawal RDiscount Rate

Salary Escalat

e 32

ment Report

mary Segment (B

Company ope

paper. Henc

orting" is not g

MSMED Act

not received a

Medium Enter

at year end to

ts: - Gratuity

uarial valuatio

ia are as under

le

thod

atee

ion

ing:

Business):

erates in singl

ce, further di

given.

t, 2006:

any informatio

rprises Develo

ogether with in

on assumption

r;

le business se

isclosure requ

on from the "s

opment Act, 20

nterest paid / p

ns used as at t

31st M

Proj

LIC (

1% 8% p.

8%

gment of man

uired as per

suppliers" reg

006 and hence

payable as requ

the balance sh

March, 2014

ojected Unit Cr

(1994-96) Ultim

to 3% dependi.a.

nufacture and

Accounting

arding their st

e disclosures,

uired under th

heet date by L

redit Method

mate

ing on age

sale of exerci

Standard AS

 

172

tatus under the

if any, relating

he said ad have

ife Insurance

ise note books

-17 "Segmen

 

e

g

e

s

nt

Page 175: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Not

Rela

a)

Who

Key M

Enter

a

sig

R

 

b)

Loan

R

Inte

  

e 33

ated Party Di

List of relat

year in the o

Relationshi

olly owned Su

Management P

(KMP)

rprise over wh

are able to exe

gnificant infl

Relatives of K

TransactioPa

Given to E Cl

Repayment of LEducati

rest charged oEducati

sclosures:

ed parties wit

ordinary cour

ip

ubsidiary

Personnel

hich KMP

ercise

uence

KMP

ons with Relarticulars

lass Education

Loan Given toion System Lion Loan Givenion System Lt

th whom the c

rse of business

E Class Educ

Mr. A

Mr. Sh

Mr. Has

Sundaram

Mr. Ra

Mrs. N

Mrs. V

lated Partie

n System Ltd

o E Class id n to E Class td

company has

:

Name

ation System L

Amrut P. Shah

hantilal P. Shah

smukh A. Gad

m Bio-Tech Pvt

aichand P. Shah

Nayna S. Shah

Virnala A. Shah

s: Amount inWhollyOwned

Subsidia

139,719,07

(111,226,93

77,324,16(101218,68

23,009,38(23,307,37

entered into

Limited

C

h

da

Ltd

h

h

n y d ary

1

74/ -

39)/-

65/- 81)/- 88/- 73)/-

transactions d

Na

Com

Chairman & M

Whole-tim

Whole-tim

Com

Brother o

Shah&Shan

Wife of Sha

Wife of Am

104P

-

(-)

- (-) -

(-)

 

during the

ature

mpany

Managing Direc

me Director

me Director

mpany

of Amrut P.

antilal P. Shah

antilal P. Shah

mrut P. Shah

Relatives of KMP

(-)

- - -

(-)

173 

 

ctor

Page 176: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Loan

Deta

Mr.

Mr

Mr.

Rep

Deta

Mr.

Mr.

Mr

Rem

Deta

Mr.

Mr.

Mr.

M r.

Rent

Mrs

Inte

Figures

P

n Taken

ails are as und

Amrut P. Sha

Shantilal P Sh

Hasmukh A. G

ayment of Lo

ails are as und

Amrut P. Sha

Shantilal P. Sh

Hasmukh A

muneration

ails are as und

Amrut P. Sha

Shantilal P. Sh

Hasmukh A.

. Raichand P. S

t Paid to

. NaynaS.Shah

erest Paid to M

in bracket ref

Particulars

der:

ah

hah

Gada

oan taken

der:

h

hah

Gada

der:

h

hah

Gada

Shah

h

Mr. Hasmukh

flects previous

A. Cada

s year's amoun

WhoOwn

Subsid-

(-)

(-)

-

(-)

-

(-)

nt

olly ned diary

,

)

106

(93,79,6

(66,

14,8

(24,12,5(2,3

113) (46,

94,2

(34,

19,5(9,5

(2,1

60(21,

2,0

(12,1,0

(6,03,0

(3,0

)

2

KMP

6,939,028/-

,217,071)/- 619,835/-

,172,093)/-

819,193/-

,715,735)/- 500,000/- 329,243)/-

,828,770/- ,135,073)/-

2719017

,426,361)/- 555,869/- 533,798)/-

NIL

174,914)/-

0,00,000/- ,000,000)/-

000,000/-

,000,000)/- 000,000/- 000,000)/- 000,000/-

000,000)/-

(-)

201,370

(-)

 

Relatives oKMP

-

(-)

(-)

400,000/-(2,400,000)/

400,000/- (2,400,000)/

189,000/-

(324,000)/-

-

(-)

174 

 

of

/-

/-

-

Page 177: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

 

Figur

Note 3

Net ProNumbe

Basic a 

Note 35

a) De

 

 

c) Outs

Particulars

Recove

Pay

Investm

es in bracket r

34 Computatio

ofit After Tax er of Equity Sh

and diluted ear

etails of Sales

Pa

Class o

Exercis

Paper

Trading

Total

The above fig

standing Balan

WholSubsi

erable (

yables

ments (

reflects previo

on of Basic an

Particu

available to ehares (in nos.)

rnings per sha

s value of Pro

articular

of goods

se Books

g

gures are -net o

nces of Relate

lly Owned idiary

185,977,745(123,582,836)

((

150,000,000(150,000,000)ous year’s amo

nd Diluted Ea

ulars

equity shareho)

are (Face Valu

oducts:

Current

1,053,538,

58,441,7

426,881,

1,538,861

f excise duty o

ed Parties:

KMP

5/- )/-(-) (-)

40,040(47,08

0/- )/-ount.

arnings per sh

olders (in Rs)

ue Re 1/-) (in R

Sale ValuRs

t Year

884/-

794/- 4

,2487-

1,926/-

of Rs 32,151,25

EnteoverKMPto exsigninflu

- (-)

0,035/- 88,463)

- (-)

hare:

Curr

1 ,025215,605

Re) 0.01

ue

Previous Yea

1,061,991,547

49 ,854 ,4317

702,611,548/

1,814,457,526

50/- (P.Y. Rs 3

Amount

erprise r which P are able xercise

nificant uence

3000/- (3000)/-

- - - -

rent Year

5 ,1375,773

ar

/-

7 -

-

k

31,476,945/-)

in Rs

Relatives of KMP

1,560,2(395,7

Previous Yea

45,513,082/-215,605,773

0.21

175 

 

- -

277 765)

- (-)

ar

- 3/-

Page 178: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

b) De

Cla

Ex

Trad

 

c) D

Class

Exerc

Paper

Tota

etails of openi

ass of Goods

xercise Books

Paper

ding of Copier

Total

Details of Ope

s of Goods

cise Books

r

l

ng & closing

Openi

Current Y

77,077,56

2,201,39

63,586,8

142,865,7

ning & Closin

Ope

Current Y

163,150,

15,800,

178,950

stock of Finis

ing Stock ( in

Year Prev

607- 74,4

98/- 25

805/-P a p e r &

13,7

763/- 90,6

ng Stock of Se

ening Stock (i

Year Pre

,611/- 17

,260/- 3

,871/- 2

shed Goods:

n Rs)

vious Year

421,334/-

520,910/-

& O t h e r s

711,952/-

54,196/-

emi-Finished

in Rs)

evious Year

76,807,400/-

39,680,619/-

16,488,019/-

Closi

Current Ye

17,798,242

812,5937-

207093,730

225,704,58

Goods:

Clo

Current Y

151,836,0

19,138,97

170,975,0

ng Stock (in R

ear Previ

27- 77,0

- 2,2

0/- 63,5

85/- 142

osing Stock (

Year Pr

0187- 16

7 47- 1

002/- 17

Rs)

ious Year

077,560/-

201,398/-

586,805/-

,865,7637-

in Rs)

revious Year

63,150,611/-

15,800,260/-

78,950,871/-

176 

 

Page 179: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

177 

 

Note 36

Value of Raw Material Consumed:  

Particulars Current Year Previous Year

Amount

Rs

% Amount

Rs

%

Raw Materials

(Paper & Paper Boards)

( i ) Imported ( i i ) Indigenous

4,990,828/-677,970,305i-

0.77%

99.23%

12,521,453/-

871015,841/-

1.83%

98.17%

Total 682,961,133/- 100.00% 683,537,294/- 100.00%

 

 

Page 180: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

178 

 

For and on behalf of the Board

 ut P. Shah Shantilal P.Shah

Chairman & Managing Director Whole-time Director

 Hasmukh A. Dada Whole-time Director

Note 37

Earnings & Expenditure in Foreign Currency:

Amount in Rs

Particulars Current Year _

Previous Year

F.O.B. Value of Exports 29,438,630/- 39,393,254/-

C.I.F Value of Imports:

Raw Materials 4,990,828/- 3,942,558/-

Expenditure:

Traveling Expenses 470,900/- 660,127/-

 

Note 38 During the year, operations of Paper Mill at Nagpur were temporarily suspended by the

company.

Note 39

Previous year figures have been re-grouped/re-classified wherever considered necessary to

compare with current year figures.

As per our report of even date attached

For Bhuta Shah & Co, Chartered Accountants Firm Reg-n. No. 101474W

 CA Mitesh Kothari

Partner

Membership No. 110822

 

Mumbai, 24th May, 2014

Page 181: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Sundaramthe contpersonne

Name, DesignaExperieOccupa

Mr. AMSHAH,

(S/o: Bhimshi

Designa& Manag

Status:

Experien30 year

Occupat

AddressPranganVile Par400 057

Mr. PREMJI

(S/o: Bhimshi

Designatime Dir

Status:

Experien20 year

Occupat

AddressHanumaParle (E057

Mr. PARAMKAMME

(S/o: Kamme

DesignaIndepen

m Multi Pap rol of a Bo

el, under the

Fathers’ naation, Staence, ation, Addre

MRUT PRE

Mr. Pri Shah)

ation: Chairging Directo

Married

nce: More ths

tion: Busines

s: 502, n, Malviya Rrle (E), Mum7

SHANTII SHAH,

Mr. Pri Shah)

ation: Whrector

Married

nce: More s

tion: Busines

s: 302, Saaan Road, E), Mumbai-

MANIKANDMESHWARAMENCHERY,

Parameshwanchery)

ation: ndent Directo

Limited is aoard of Diree supervision

ame atus,

ess

Age (In Years

EMJI

remji

rman r

han

ss

5th

Road, mbai-

55 Years

ILAL

remji

hole-

than

ss

arthi, Vile

400

45 years

DAM M

aram

or

57 Years

BOAR

professionaectors. The n of the Mana

s)

Qualific

s Under Graduat

s Under Graduat

s Under Graduat

RD OF DIRE

ally managedday to dayaging Direct

cations

te

te

te

CTORS

d organizatioy matters aror.

DIN

00033120

00033182

03323385

on. The Comre looked a

Dateof coffic

31st

31st

29th

mpany functiafter by qua

e of expircurrent terce

March, 2018

March, 2018

September,

179 

 

ons under alified key

ration rm of

8

8

2019

Page 182: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

180 

 

Status: Married

Experience: more than 20 years

Occupation: Business

Address: Shree, Plot No. -17, Tembhode Road, Behind Renuka Complex, Palghar, Thane - 401404

Mr. KAUSHAL RAJESH SHETH

(S/o: Mr. Rajesh Gulabrai Sheth)

Designation: Independent Director

Status: Single

Experience:  more than 5 years

Occupation: Self-employed

Address:  H1-C 403, Trimurti CHS Ltd, Mhada Colony, Laxmi Nagar, Ghatkopar(East) Mumbai - 400077

30 years

Commerce Graduate

06949468 29th September, 2019

Mr. MINJAL VIPUL KADAKIA

(S/o: Vipul Babulal Kadakia)

Designation: Independent Director

Status: Single

Experience: more than 7 years

Occupation: Service

Address: Niraj CHS Ltd, Flat No. 16, 4th Floor, 70 Walkeshwar Road, Mumbai - 400006

36 years

Post Graduate 07135977

29th March, 2020

Page 183: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

MANAG

The followiaudited finaCompanies

Unless indiprepared inparticular statements statements. include, but

SundaramMumbai amanufactustationery students o

We have among the

At the starstationery,machinery

With the sconsumers

During theLacs as coon the rest

i. F

The financi

General e

The demaand, may bthroat com

Other FactThe Compits custom Cost  of  fuavailable fwhich conin comparliquidity a

GEMENT’S D

ing discussion oancial statemen Act and Indian

icated otherwisn accordance wFY year are tthat involve riFactors that m

t are not limited

m multi pap ltd

and the Certiuring of statio

products – exf all ages, as w

over 190 vare student comm

rt of the Comp, which was y.

strong brand as today.

e FY 2015-16ompared to Rstated financial

FACTORS AF

ial condition of

conomic and 

and for the Cobe affected if

mpetition, the I

tors:  The Copany has to scmers. Any cha

unds: Anothefor promoting

nsequently imprison to the inand policies o

DISCUSSION

of our financialnts as of and fon GAAP.

se, the financiawith Indian GAto the 12 monisks and uncer

might cause futud to, those discu

OV

d was incorpoficate of Comonery productxercise note bwell as office/

rieties of papmunities and e

pany in the yeincreased to

and market pe

6, the compans 8330.25 Lacl statements o

FFECTING T

f the Company

business con

ompany’s prof there are chaIndian Industr

ompany’s resuchedule out mange in schedu

r important pg new projectpedes further nternational mof the RBI, w

N AND ANALO

l condition and or the years end

al data in this AP. The Compth period ende

rtainties. The aure results to difussed below an

VERVIEW O

orated on 13th

mmencement ts. Sundarambooks, long b/ corporate sta

er stationery enjoy very hig

ear 1995, we h60 tons per d

enetration we a

ny reported necs and Rs. (16f the Compan

THE COMPA

and its results o

ditions: 

ducts and its anges in businry is facing hu

ults of operatimanufacturinule may affect

problem that s. The higherinvestment in

markets. Interewhich in turn

35

LYSIS OF FIOPERATION

results of operded March 31,

section is derpany’s FY yeared March 31 oactual results mffer significantly

nd elsewhere in

OF THE BUSI

March, 1995of Business

m Multi Pap Looks, note pa

ationery produ

products undgh reputation

had a capacityday as of now

are present in

et sales of Rs674.65) Lacs rny.

ANY’S RESU

of operations ar

business is dness conditionurdles, which

ions are depenng process an

its operation

is hamperingr cost of fundn any projectsest rate is ma

is influenced

INANCIAL CNS

rations should b 2014, 2015 an

rived from the r ends on Marcof that year. Tmay differ fromly from those prthis Preliminar

INESS OF TH

5 with the Regwas obtained

Limited desigads, scrap booucts and printi

der the brand in the market

y of 5 tons perw which is al

n pan Maharas

s 9602.13 Lacrespectively d

ULTS OF OP

re affected by n

dependent on ns in the countdepend upon

ndent upon itsnd procuremenin the short ru

the India's cs increases th

s. Lending rateainly a functiod by trends in

CONDITION

be read in conjund 2016, prepa

Company’s auch 31 of each yThis discussion m those projectrojected in the fry Placement D

HE COMPA

gistrar of Comd on 10th Apgns, manufactoks, drawing bng, writing &

“Sundaram” for its superb

r day of convelso considerin

shtra and are n

cs with profit during the cor

PERATIONS

numerous factor

general econotry. In the erathe following

s success in mnts according un.

competitivenehe required rates in India coon of two facn internationa

N AND RESU

unction with thered in accorda

udited financiayear, so all refe

contains forwted in the forwforward-looking

Document.

ANY

mpanies, Mahril, 1995 in ttures and marbooks, graph

& packaging pa

which are vb quality and d

ersion of papeng 75% utilisa

number one br

after tax of Rrresponding pe

S

rs including the

omic conditioa of globalizat factors:

managing its mto delivery sc

ess is the costte of return o

ontinue to be stors namely ual rates, exter

181 

 

ULTS OF

e Company’s ance with the

l statements ferences to a ward-looking ward-looking g statements

harashtra, at the area of rkets paper books - for aper.

ery popular durability.

er into paper ation of the

rand among

Rs (641.22) eriod based

e following:

ons in India tion and cut

manpower. chedule of

t of funds of projects, still higher underlying rnal sector

Page 184: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

182 

 

scenario and inflation rate.  Key factors influencing results of operations   Several factors influence the Company’s results of operations, financial condition and cash flow significantly. The key factors affecting its operations include:

1. New competitive businesses. 2. Government Regulations and Policies. 3. Any slowdown in the economic growth. 4. Technology Up gradation.

SUMMARY AND COMPARISION OF SIGNIFICANT ITEMS OF INCOME AND EXPENDITURE OF THE COMPANY

Amount in lacs 

PARTICULARS  2015‐16   

2014‐15   

Increase/ Decrease% 

2014‐15   

2013‐14   

Increase/ Decrease%  

INCOME                   Revenue from Operations  9847.28  8483.12  16.08  8483.12  15617.25  (45.68) 

Other Operating Revenue  5.55  9.00  (38.33)  9.00  20.00  (55) 

TOTAL SALES  9852.83  8492.12  16.02  8492.12  15637.25  (45.69) Other Income  27.41  20.52  33.51  20.52  64.19  (68.02) TOTAL INCOME  9880.24  8512.64  16.07  8512.64  15701.44  (45.78) 

          

EXPENDITURE           Cost Of Material 

Consumed  6049.95  5986.55  1.05  5986.55  6880.53  (62.45) Purchase of Stock‐in‐

trade  191.52  2086.37  (90.82)  2086.37  4122.47  (49.39) Change in inventories of finished goods, 

work‐in‐progress and stock‐in‐trade  1231.89  (1139.02) 208.15  (1139.02) 686.44  (52.14) 

Employees benefit expenses  373.45  429.88  (13.12)  429.88  472.12  (8.94) 

Finance Cost   1219.04  1605.77  (24.08)  1605.77  1710.19  (6.10) Depreciation & 

Amortization expenses  398.85  529.04  (24.60)  529.04  691.49  (23.49) Other expenses  743.95  1014.74  (26.68)  1014.74  1739.08  (41.65) 

TOTAL EXPENDITURE  10208.65  10513.34  (2.89)  10513.34  16302.32  (35.51) Exceptional Items  (688.71)  (340.30)  102.38  (340.30)  ‐‐‐‐  ‐‐‐‐ Profit before Tax  (1017.13)  (2341)  56.55  (2341)  (600.88)  289.60 Provision for Tax  (1.37)  (74.16)  98.15  (74.16)  (14.21)  421.88 Profit after Tax  (871.76)  (2266.83) 61.54  (2266.83) (358.77)  531.83 

Page 185: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

COMPARAN ANAL Compariso Total IncomTotal Incomprevious ye Total Expe Total Expeperiod in th Total Sales Total Salesperiod in th Revenue fr Revenue frperiod in th Other Ope Other operprevious ye Other inco Other incomover the sam Purchase o Purchase ofthe previou Change in Change in iLacs from R Employees Employees the previou Finance Co Finance Coyear. Depreciatio Depreciatiosame period

RISON OF FIGYSIS OF REA

on of Fiscal 201

me me increased bear.

enditure

nses during FYhe previous year

s

s during FY 20he previous year

rom Operation

rom operating ihe previous year

erating Income

ating income dear.

ome

me as a percenme period in th

of Stock-in-tra

f Stock-in-tradeus year.

inventories of

inventories of fRs.(1139.02) L

s Benefit Expen

Benefit expensus year.

ost

ost decreased by

on and Amort

on and Amortisd in the previou

GURES OF THASONS FOR T

16 to Fiscal 20

by 16.07% in F

Y 2016 increaser.

016 increased br.

ns

income increasr.

e

decreased by 3

ntage of total ine previous year

de

e decreased by

f finished goods

finished goods, acs over the sam

nses

ses decreased b

y 24.08 % in FY

ization Expens

sation expensesus year.

HE MAJOR HETHE CHANGE

15

FY 2016 from R

ed by18.87% in

by 16.02% in F

sed by 16.08%

8.33% in FY 2

ncome has increr.

90.82% in FY

s, work-in-pro

work-in-progreme period in th

by 13.12 % in F

Y 2016 to Rs.12

ses

s decreased by

EADS OF THEES IN SIGNIF

Rs. 9880.24 La

n FY 2016 to R

FY 2016 from

in FY 2016 to

2016 to Rs.5.5

eased from 33.

2016 to Rs.19

ogress and Stoc

ess and Stock ie previous year

FY 2016 to Rs.3

219.03 Lacs fro

24.60 % in FY

E PROFIT ANICANT ITEM

acs from Rs. 8

Rs. 10017.13 L

Rs. 9852.83 L

o Rs.9847.28 L

55 Lacs from R

51% in FY 20

1.52 Lacs from

ck in trade

in trade decreasr.

373.45 Lacs fro

om Rs.1605.78

Y 2016 to Rs.39

ND LOSS STAMS OF INCOM

8512.65 Lacs o

Lacs from Rs. 8

Lacs from Rs.84

Lacs from Rs.84

Rs.9.00 Lacs ov

16 to Rs. 27.4

m Rs.2086.37 La

sed by 208.15%

om Rs.429.89 L

Lacs over the s

98.85 Lacs from

ATEMENT, INME AND EXPE

over the same p

8426.96 Lacs ov

492.12 Lacs ov

483.12 Lacs ov

ver the same p

1 Lacs from Rs

acs over the sam

% in FY 2016 to

Lacs over the sa

same period in

m Rs.529.04 L

183 

 

NCLUDING ENDITURE

period in the

ver the same

ver the same

ver the same

period in the

s.20.53 Lacs

me period in

o Rs.1231.87

ame period in

the previous

Lacs over the

Page 186: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Other ExpOther Expeprevious ye Profits BefProfits befoprevious ye Profits AftProfits afteprevious ye Compariso Total Incom Total Incomprevious ye Total Expe Total Expenprevious ye Total Sales Total Salesprevious ye Revenue fr Revenue frperiod in th Other Ope Other operayear. Other inco Other incomover the sam Purchase o Purchase ofthe previou Change in Change in iLacs from R Employees Employees the previou Finance Co Finance Coyear.

penses enses decreasedear.

fore Tax ore tax increaseear.

ter Tax er tax increasedear.

on of Fiscal 201

me

me decreased bear.

enditure

nses decreased ear.

s

s decreased by ear.

rom Operation

rom operating ihe previous year

erating Income

ating income de

ome

me as a percenme period in th

of Stock-in-tra

f Stock-in-tradeus year.

inventories of

inventories of fRs.748.62 Lacs

s Benefit Expen

Benefit expensus year.

ost

ost increased by

d by 26.68 %

ed by 56.55 %

d by 61.54% in

15 to Fiscal 20

by 45.78% in F

by 35.51% in

45.69% in FY

ns

income decreasr.

e

ecreased by 55%

ntage of total ine previous year

de

e decreased by

f finished goods

finished goods, s over the same

nses

ses decreased b

y 6.10 % in FY

in FY 2016 to

in FY 2016 to

n FY 2016 to R

14

FY 2015 from

FY 2015 from

Y 2015 from R

sed by 45.68%

% in FY 2015 t

ncome has decrr.

62.45% in FY

s, work-in-pro

work-in-progreperiod in the p

by 8.94 % in FY

Y 2015 to Rs.16

o Rs.743.95 La

o Rs. (1017.12)

Rs.(871.76) La

Rs. 8512.65 La

Rs. 10513.34 L

Rs. 8492.12 La

in FY 2015 to

to Rs.9.00 Lacs

reased from 68

2015 to Rs.208

ogress and Stoc

ess and Stock inrevious year.

Y 2015 to Rs.42

605.78 Lacs fro

acs from Rs. 10

) Lacs from Rs

acs from Rs.(22

acs from Rs.15

Lacs from Rs.1

cs from Rs.156

Rs.8483.12 La

from Rs.20.00

8.02% in FY 20

86.37 Lacs from

ck in trade

n trade decreas

29.89 Lacs from

m Rs.1710.17

014.74 Lacs ov

s.(2341) Lacs o

266.84) Lacs o

5701.44 Lacs o

16302.32 Lacs o

637.25 Lacs ov

acs from Rs.15

0 Lacs over the

015 to Rs.20.53

m Rs.5557.54 L

ed by 52.14% i

m Rs.472.11 La

Lacs over the s

ver the same p

over the same p

ver the same p

over the same p

over the same p

ver the same p

617.25 Lacs ov

same period in

3 Lacs from Rs

Lacs over the sa

in FY 2015 to R

acs over the sam

same period in

184 

 

period in the

period in the

period in the

period in the

period in the

period in the

ver the same

the previous

s.64.19 Lacs

me period in

Rs.(1139.02)

me period in

the previous

Page 187: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

DepreciatioDepreciatiosame period Other ExpOther Expeprevious ye Profits BefProfits befoprevious ye Profits AftProfits afteprevious ye

on and Amorton and Amortisd in the previou

penses enses decreasedear.

fore Tax ore tax decreasear.

ter Tax er tax decreasedear.

ization Expenssation expensesus year.

d by 41.65% i

sed by 289.60%

d by 531.83% i

ses s decreased by

in FY 2015 to

% in FY 2015 t

in FY 2015 to

7878 79

23.49% in FY

Rs.1014.74 La

to Rs.(2341) L

Rs.(2266.84) L

Y 2015 to Rs.52

acs from Rs.17

acs from Rs. (6

Lacs from Rs.(

29.04 Lacs from

739.08 Lacs ov

600.87) Lacs o

358.77) Lacs o

m Rs.691.48 L

ver the same p

over the same p

over the same p

185 

 

Lacs over the

period in the

period in the

period in the

Page 188: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

The folloand othervarious lelocal authmerely inprofessionchange or

Labour L

We are re(DevelopmMiscellanBonus AcMaternity

The Facto

The Factomakes promaintenanAct definein which aare engagprior subm

The Empl

The Emplemployingtime to tCommissiprovident EPF Act Commissi

The Indus

The Indudisputes. governmedispute, orelief inclu

The Minim

The Minimapplicablebasic rate allowing fpaid for o

The PaymThe Paymother estato regulatquantum oof Wagesentitlemenetc.

wing descriptir regulatory boegislations, inclhorities that artended to prov

nal legal advicer modification b

Laws

equired to comment and Reg

neous Provisionct, 1965, Empl

y benefit Act.

ories Act, 1948

ories Act, 1948ovisions for thence of plant, syes a ‘factory’ ta manufacturined in a manufacmission of plan

loyees’ Provide

loyees’ Provideg 20 or more time. The EPioner and requfund, the presalso requires

ioner.

strial Disputes

ustrial DisputesWhen a dispu

ent may refer thor a strike or uding ordering

mum Wages Ac

mum Wages Ae to a particularof wages and t

for the basic ravertime at over

ment of Wages Ament of Wages

blishments whete the paymentof wages includs Act also regnts, disburseme

ion is a summodies that are aluding rules anre available in vide general ine. The statemenby subsequent l

mply with certagulation) Act, ns Act 1952, thloyees Compen

8, as amended (e health, safety ystems and otheo be any prem

ng process is carcturing processs, their approva

ent Funds and M

ent Funds and Memployees andF Act require

uires the emplscribed percent

the employer

Act, 1947

s Act, 1947, aute exists or ishe dispute to a lock-out whilemodification o

ct, 1948

Act, 1948, as amr industry. Thethe cash value oate, the cost of rtime rates stipu

Act, 1936 Act, 1936, as aere the monthlyt of wages in ding overtime wulates minimu

ents of wages b

REGULA

mary of the reapplicable to o

nd regulations pthe public dom

nformation to tnts below are blegislative, regu

ain labour and1951, Indust

he Minimum Wnsation Act, 19

(the “Factoriesand welfare of

er places of woises which emprried on with th

s without the aidal for the registr

Miscellaneous

Miscellaneous Pd such other eses all such esloyers and theage of basic wto maintain r

as amended prs apprehended,labour court, tr

e a proceedingf contracts of e

mended providee minimum wagof concessions living allowan

ulated by the ap

amended (the “y wages payablterms of the dwages, deductiom wages to bby the employe

ATIONS AND

elevant regulatour business. Tpromulgated bymain. The reguthe investors abased on the culatory, adminis

industrial lawtrial DisputesWages Act, 194923, Contract L

s Act”) seeks tf the workers work, and provisiploys 10 or mohe aid of powerd of power. Earation of the est

Provisions Act

Provisions Act,stablishments anstablishments tir employees

wages and dearregisters and s

ovides the prothe conciliatio

ribunal or arbitg is pending. Temployment or r

es a frameworkge may consistin respect of su

nce and the cashppropriate gove

“Payment of Wle are less thanduration of emons from wage

be fixed by theers within the

POLICIES

tions and poliThe informationy regulatory boulations set outand are neithercurrent provisiostrative or judic

ws, which incluAct, 1947, t

48, the PaymeLabour (Regul

to regulate thewhile at work inion of adequateore workers onr, or a premisesach State Govertablishment, and

t, 1952

1952, as amennd industrial uto be registerto contribute

rness and othersubmit a mont

ocedure for invon officer maytrator, to preveThe labour coureinstatement o

k for State Goveof a basic rate

upplies of essenh value of theernment.

Wages Act”) is Rs 6,500. The

mployment (wors, of certain clae appropriate stipulated time

icies as prescrn detailed beloodies, and the bt below may nr designed norons of Indian lcial decisions.

udes the Factorthe Employeesent of Wages Alation and Abo

employment on the factory ince training and sany day of the

s where there arrnment has setd licensing of fa

nded (the “EPFundertakings as ed with the Rin equal propor allowances pathly return to t

vestigation andy settle such dnt the occurrenurts and tribunaof workmen.

ernments to stie of wages andntial commoditiconcessions, if

s applicable toe Payment of Wrk hours, overtiasses of employgovernments fframe without

ribed by the Gw has been obtbye laws of theot be exhaustiintended to su

law, which are

ries Act, 1948s’ Provident FAct, 1948, the Polition) Act, 19

f workers in facluding requirinsupervision. The preceding 12 mre at least 20 wout rules in res

factories.

Act”) applies notified by the

Regional Proviortion to the eayable to emplthe State Prov

d settlement odispute or the nce or continuaals may grant

pulate the minid a special allowies, or an all-incf any. Workme

factories and inWages Act inter

ime wages, andyed persons. Thfor the employt unauthorized

186 

 

Government tained from e respective ve and are

ubstitute for e subject to

, Industries Funds and Payment of

970 and the

actories and ng adequate he Factories months and

workers who spect of the

to factories e GoI from ident Fund employees’ loyees. The

vident Fund

f industrial appropriate ance of the appropriate

imum wage wance, or a clusive rate

en are to be

ndustrial or r alia seeks d holidays), he Payment yees, bonus deductions,

Page 189: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

The Paym

The Paymother estafiling of mminimum higher.

The Empl

The Emplduring emto be paidunder the injury, the(which befrom injuror Rs. 60,

The Contr

The Contr20 or moto welfareregisteredestablishmHowever, provide th

The Mate

The Mateat least 80Maternityscheduledwage. Thmaternity provided f

The Indus

The Indusof specifi1991, andbrewing oaerospaceand match Environm

The Envir

The Envifor the Gothe WaterPollution)rules presthe Envirprocesses

ment of Bonus A

ment of Bonus blishment in w

monthly returns bonus to be pa

loyee’s Compen

loyee’s Compenmployment, hisd if the injury

influence of de workman is liears an inverse ry, the workma000. The maxim

ract Labour (R

ract Labour (Reore contract labe and health of d with the regment of canteen in the event

hese facilities w

ernity Benefit A

ernity Benefit A0 days in the

y Benefit Act,d date of delivere maximum pebenefit are a

free of charge b

stries (Develop

stries (Developmed industrial ud all industriaof alcoholic drie and defense eqhes and hazardo

mental Laws

ronment (Prote

ironment (Protovernment to cor (Prevention a) Act, 1981 (thescribing standarronment (Proteand materials l

Act, 1965

Act, 1965, as which 20 or mor

showing compaid to each emp

nsation Act, 19

nsation Act, 19s employer wdid not disable

drugs or alcohoiable to be paidratio to the age

an is to be paid mum wage whi

Regulation and A

egulation and Abourers to be

f contract labougistering officerns, rest rooms, the contractor

within a prescrib

Act, 1961

Act, 1961, as am12 months prec a woman wory and for this eriod during walso entitled toby the employer

ment and Regu

ment and Reguundertakings. Tal undertakingsnks, cigars andquipment, induous chemicals a

ection) Act, 198

tection) Act, 1o-ordinate the aand Control of e “Air Act”). Trds for emissionection) Rules, likely to cause p

amended provire persons are e

putation of allocployee is the h

23

923, as amendewould be liable

e the workmanol, or the work

d the higher of 5e of the affectethe higher of 6

ich is considere

Abolition) Act,

Abolition) Act, registered as

urers. Under ther. The CLRAdrinking watefails to provid

bed time period

mended (the “Mceding her exporking in a fperiod of absen

which a womano a medical br.

ulation) Act, 19

ulation) Act, 19The IDR Act hs are exemptd cigarettes of tustrial explosiveand those reserv

86

1986 (the “EPactivities of varf Pollution) AcThe EPA vests tn of discharge 1986, inspectipollution.

ides for paymeemployed and r

cable surplus, sehigher of 8.33%

d provides thate to pay him n for more thankman willfully50% of the mond workman) or

60% of the moned for the purpo

1970

1970, as amena principal em

e CLRA Act, bAct imposes

r, washing facide these ameni.

Maternity Benpected date of factory may tnce she must ben shall be paidbonus of Rupe

951

951 (the “IDR has been libera

from licensingtobacco and maes including deved for the sma

PA”) is an umrious central ant, 1974 (the “Wthe Governmenof environmen

ion of any prem

ent of minimumrequires mainteet on and set of

% of the annual

t if personal inj compensation

n three days ordisobeyed safe

nthly wages mur Rs. 50,000. Wnthly wages muses of reckonin

nded (the “CLRmployer and prboth the princip

certain obligailities, first aidities, the princ

nefit Act”) provdelivery, is eliake leave fore paid maternit

d maternity benees 2,500, if n

Act”) Act provalized under thg except for canufactured tob

etonating fuses,all scale sector.

mbrella legisland state authoriWater Act”) ant with variousnt pollutants fmises, plant, eq

m bonus to factenance of certaff of allocable su salary or wage

ury is caused tn. However, nor the workmanfety rules. Wheultiplied by the

Where permanenultiplied by the ng the compensa

RA Act”) requrescribes certai

pal employer anations on the

d, other facilitieipal employer

vides that a wogible for mater

r six weeks imty benefit at thenefit is 12 weo prenatal and

vides for the dee New Industrcertain industribacco substitutsafety fuses, g

ation designed ties establishedand the Air (Ppowers includi

from various quipment, mach

tory employeesin books and reurplus and bonue or Rs. 100, w

to a workman bo compensation

was at the timere death result prescribed rele

nt total disablemprescribed rele

ation is Rs. 4,00

ires companiesin obligations w

nd the contractocontractor in

es and paymentis under an ob

oman who has rnity benefits. mmediately pree rate of the aveeks. Women

d post-natal car

evelopment andrial Policy dateies such as disttes, all types ofgun powder, nit

to provide a d under other laPrevention and ing the power tosources, as gi

hinery, and exam

187 

 

s and every egisters and us due. The

whichever is

by accident is required

me of injury ts from the evant factor ment results evant factor 00.

employing with respect or are to be relation to t of wages. bligation to

worked for Under the

eceding her verage daily

entitled to re has been

d regulation ed July 24, illation and f electronic trocellulose

framework aws, such as

Control of o formulate iven under mination of

Page 190: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

The Wate

The Wateempoweredisposal sy

The Air A

The Air Aobtain theplant in an

by the rele

The Haza

The Hazaoperator oboard. Thhandling arelevant p

The Publi

The Pubsubstancesubstancout an in

Taxation

The Centr

The Centrsale or puState and Act proviand also dconditionsgoods) shaoccasions movemen(that is, frAct is admcollect it f Value AddThe term goods andbe appropthe amoudealer/matax credit there is anbasically a

Fiscal Reg

Foreign T

The Foreiand exporcompany

er Act

er Act requires ed to establishystem, use of a

Act

Act requires ae prior consent ny air pollution

evant pollution

ardous Wastes (

ardous Wastes of a facility genhe occupier, theand disposal of

pollution control

ic Liability Insu

blic Liability Ines for any daes’ covered bysurance policy

Laws

ral Sales Tax A

ral Sales Tax Aurchase takes pl

(c) when a saledes for levy, co

declares certains to which stateall be subject. C

movement of nt from one statrom which goodministered by sfrom the buyer.

ded Tax (“VAT‘value additio

d services. It ispriated against tunt of input taanufacturer is c

exceeds the taxny excess unadja state subject,

gulations

Trade (Develop

ign Trade (Devrts to and fromcan make no

a person to oh standards andany new or alter

any person estaof the relevant

n control area is

control board.

(Management H

(Management nerating hazardoe transporter af hazardous wal board.

urance Act, 199

nsurance Act, amage arising y the legislationinsuring agains

Act, 1956

Act, 1956 (“Cenlace in the coure or purchase tollection and d

n goods to be ofe laws imposin

Central sales taxf goods from te to another. Cds are sold). Thsales tax autho

T”) is a tax on n’ implies the

s a multi-stage the VAT liabilitax by a registcalculated by dx payable on sa

djusted input taxderived from E

ment and Regu

velopment and Rm India. The FT

exports or im

btain the consed conditions fored outlet for th

ablishing or opt central or stats permitted to d

Handling and T

Handling andous waste to ob

and the operatoaste. The opera

91

1991 (the “PLout of an ac

n has been notist liability under

ntral Sales Taxrse of inter-statetakes place in thdistribution of tf special importng taxes on salex is levied on inone state to a

Central sales tahe tax collectedorities of each S

the final consuincrease in vatax with the prty on subsequentered dealer ag

deducting inputales in a month,x credit at the e

Entry 54 of the S

ulation) Act, 19

Regulation) AcTA read with th

mports without

ent of the releor establishinghe discharge of

perating any inte pollution condischarge any a

Trans boundary

Trans boundarbtain prior appror are liable forator and the oc

LI Act”) impoccident involvinified under ther the PLI Act.

x Act”), as amee trade or commhe course of imtaxes on sales otance in inter-ste or purchase onterstate sale ofanother or (b)

ax is payable ind is retained byState. The liab

umption of gooalue of goods arovision to allont sale. This inpgainst the amotax credit from

, the excess creend of secondState List, for w

992

t, 1992 (“FTAhe Indian Forehaving obtaine

vant central orany industry,

sewage or new

ndustrial plantntrol board. Fuir pollutant in e

ry Movement) R

ry Movement)roval from the rr damage to thcupier are liabl

oses liability ong such hazarPLI Act. The

ended, formulatmerce; (b) when

mports into or eof goods in thetate trade or comof such goods of goods. Sale is) is effected bn the state fromthe state in wh

bility to pay tax

ods or services aand services atow input tax crput tax credit inount of his o

m tax collected oedit will be carryear, then the s

which the states

A”) seeks to inceign Trade Polied an importer

r state pollutionoperation or

w discharge of s

within an air urther, no persoexcess of emiss

Rules, 2008

Rules, 2008 rerelevant centralhe environmentle for any fine

on the owner ordous substancowner or hand

tes principles fon a sale or purc

export from Inde course of intemmerce and spof special impoconsidered to b

by transfer ofm which movemhich it is collectx is on the dea

and is ultimateeach stage of

redit on tax at an relation to anyoutput tax. Thon sales during ried over to the same will be eare sovereign in

rease foreign tricy, 2015 -20 prr exporter code

n control boardprocess, any trewage.

pollution conton operating anyion standards p

equire every ocl or state pollutt resulting fromthat may be le

or controller oces. A list of dler is also requ

or determining chase takes placdia. The Centraer-state trade orpecifies the restrortance (called be inter-state whf documents dment of goods cted. The Centraaler, who may

ly borne by thef production or an earlier stagey period meanshe VAT liabilthe payment peend of next fis

ligible for refunn taking decisio

rade by regulatrovides that a number unless

188 

 

d, which is reatment or

trol area to y industrial

prescribed

ccupier and tion control m improper vied by the

of hazardous ‘hazardous

uired to take

(a) when a ce outside a l Sales Tax r commerce rictions and as declared hen (a) sale

during their commences al Sales Tax or may not

e consumer. transfer of

, which can s setting off lity of the eriod. If the scal year. If nd. VAT is ons.

ting imports person or

s such

Page 191: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

person orOffice of to an appl

Intellectu

The Trade

The TradeIndia. A trone persoshape of both statuCertificati

The Paten

The PatenProperty R

� �

Under ceralleged in

Others

Shops and

The proviup, regulaobligationleave, hea Foreign I

Foreign inRegulationof CommcompanieinvestmenDepartmePolicy”), sectors ansectoral in

Sale of Go

The Sale of goods to the Indare inconsA contracrelation toand dutiescontract fo

company is sthe Joint Direc

licant is valid f

ual Property La

e Marks Act, 19

e Marks Act, 1rade mark is esn from those ogoods, packagi

utory and commion trademarks

nts Act, 1970

nts Act, 1970 goRights; India rePatent protectioPatent protectio

rtain circumstafringer.An app

d Establishmen

isions of variouate the conditions in respect oalth and safety m

Investment Reg

nvestment in Ins and the exta

merce and Indus either thrount is sought to ent of Industrial

which consolidnd activities notnvestment limit

oods Act, 1930

of Goods Act, are subject to

dian Contract Asistent with the ct of sale may o the essential as of the buyer

for sale of good

specifically exector General offor all its branch

aws

999

1999 which camssentially any mof others and ining or combinamon law. Indiand collective

overns the pateecognizes both pon period of 20ons allowed on

ances, the burdplication for a p

nts legislations

us Shops and Eons of work aof inter alia rmeasures and w

gulations

Indian securitieant consolidatedustry, Governmugh the autom

be made. Undel Policy and Prdates the policyt specifically res enumerated u

1930 (“Sale ofthe general pr

Act, 1872, and express provisbe an absolut

aspects of such and seller, rem

ds.

empt. An applif Foreign Tradehes, divisions,

me into forcemark capable ofncludes a deviceation of colorsan trademarks marks can also

ent regime in Inproduct as well years; imported produ

en of proof inpatent can be fil

in various state

Establishments land employmenregistration, opwages for overti

es is governedd FDI Policy is

ment. Foreign inmatic route or

er the current comotion, Minisy framework oestricted underunder the Conso

f Goods Act”)rinciples of thethe un-repeale

sions of the Salee one or based

h contracts, inclmedies for bre

cation for an ie, Ministry of Cunits and factor

on December 3f being represene, brand, headinor combinatiolaw permits t

o be registered u

ndia. India is al as process pat

ucts; and

case of infrinled in any of the

es

legislations, asnt in shops andpening and cloime work.

d by the provissued by the Dnvestment is p

the approvalconsolidated FDstry of Commeron FDI, up to 1the Consolidate

olidated FDI Pol

governs the coe law relating ted provisions oe of Goods Actd on certain coluding the transeach of contrac

importer exportCommerce. Anries.

30, 1999 governted graphicallyng, label, ticket

on thereof. In Inthe registrationunder the Trade

signatory to thents. The new r

ngement of proe 4 patent office

applicable in td commercial sing hours, dai

isions of the Fepartment of In

permitted (exceroute, depend

DI Policy, efferce and Industr100% FDI throed FDI Policy.licy.

ontracts relatingto contracts. T

of the Indian Ct, continue to anditions. The S

sfer of ownershct and the con

ter code numbn importer-expo

rns the law pery and distinguist, name, signatundia, trademarkof trademarks

emark Act.

he trade related regime provide

cess patents mes in India.

the states in whestablishments ily and weekly

FEMA read windustrial Policy

ept in the prohding upon the ctive from Mary, Governmenough the automTherefore, our

g to sale of gooThe Sale of Goo

ontract Act, 18apply to contraSale of Goods Ahip of the goodsnditions and w

ber has to be morter code numb

rtaining to tradshing goods or ure, word, letteks enjoy protecs for goods an

agreement on s for:

may be transfe

hich establishmand generally

y working hour

ith the applicay and Promotiohibited sectors)

sector in whiay 12, 2015, isst (the “Consoli

matic route is pr business is no

ods. The contracods Act is com

872, save in so acts for the saleAct contains prs, delivery of goarranties impli

189 

 

made to the ber allotted

de marks in services of

er, numeral, ction under

nd services.

Intellectual

erred to the

ments are set y prescribe s, holidays,

able FEMA on, Ministry ) in Indian ich foreign sued by the idated FDI

permitted in ot subject to

cts for sale mplimentary

far as they e of goods. rovisions in oods, rights ed under a

Page 192: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

The inforofficially pus, the Lea

The India

India has Stock Excmarket cap

Stock Exc

Indian stoMinistry oAct, and powers uClearing ownershipminimum with variexchangesbetween m

The SEBIdevelop acapital mfraudulentcompanierules and companiebankers, uListing

The listinRegulationregulationto suspendconditionsthe stock stock exch

Disclosur

Public listregistrar orequiremegovernancrequired uto the term

Delisting

The SEB(Delistingthe stock Minimum

Pursuant tminimum public shashareholdSEBI.

rmation in this prepared materad Manager, or

an Securities M

a long history changes togethepitalization and

change Regula

ock exchanges of Finance, Capvarious other

under the SCRCorporations)

p and internal capitalization

ious rules, bys, the qualificamembers.

I Act, under whand regulate tharkets, to prott and unfair tras. The SEBI haregulations cons, buyback ounderwriters, M

ng of securitiesns, Companies

ns issued by thed or withdraw s of admission texchange and uhange in this re

res under the C

ted companies of companies ents and regulace under the Cunder Listing Rms of the Listing

of Securities

I has, pursuang of Equity Shaexchanges. In a

m Level of Publ

to an amendmepublic sharehoareholding in ing to 25% wit

section has brials from the Sr any of our resp

Market

of organized ser hold a domind trading activity

ation

are regulated pital Markets D

rules and regRA and the Regulations, 2governance ofrequirements foyelaws and reations for mem

hich the SEBI whe Indian securtect the interesade practices anas also issued rncerning invest

of securities, Mutual Funds, F

s on stock excs Act, the SCRe SEBI. Under admission to trto dealings or fupon granting ogard. The SEBI

Companies Act

are required unand circulate ations governinCompanies ActRegulations. In g Regulations.

nt to a notificaares) Regulatioaddition, certainlic Shareholdin

ent of the SCRRolding of 25%. Wa listed compathin a maximum

SECURIT

been extractedSEBI, the Stock

spective affiliate

securities tradinnant position amy.

primarily by tDivision, undergulations frameSEBI Act, no2012 (the “SCf stock exchan

for stock exchaegulations of

mbership thereo

was establishedrities markets,sts of investorsnd insider tradiregulations contor protection,delisting of s

FIIs, FPIs, credi

changes in IndRA, the SCRR,the SCRA andrading of or deafor any other reof a hearing inI also has the po

t, 2013 and List

nder the Compto their sharehng their mannet, 2013, relateaddition, a list

ation dated Junons, 2009, in rn amendments ng

R, all listed comWe are in company falls belowm period of tw

TIES MARKET

from publiclyk Exchanges, aes or advisers.

ng. In 1875, themong the stock

the SEBI, as wr the SCRA, SCed thereunder.otified the SeCR (SECC) Rnges and clearanges. The SCR

the respectiveof and the man

d by the Centraincluding stoc

s, to promote aing and to reguncerning disclosinsider trading,securities, empt rating agencie

dia is regulated, the Listing Rthe SCRR, the

aling in a listedeason, subject tthe matter. Theower to amend

ting Regulatio

panies Act, 201holders auditeder of presentated party transated company is

ne 10, 2009,relation to theto the SCRR h

mpanies (exceppliance with thew 25% at any

welve months fr

T IN INDIA

available docuand has not bee

e first stock exk exchanges in t

well as by theCRR, SEBI Ac On June 20,

ecurities ContrRules”), whichring corporationRA, the SCRRe stock exchannner in which

al Government, ck exchanges aand monitor seulate substantiasure requiremen, substantial aployee stock oes and other cap

d by the appliRegulations, thee governing bodd security for bo such compane SEBI has thethe byelaws of

ns

13 and the Listd annual accoution and whichactions and mas subject to con

notified the Sevoluntary and

have also been n

pt public sectore minimum pub

time, such corom the date o

uments from ven prepared or

xchange was esterms of the nu

Central Goverct, the Deposito

2012, the SEracts (Regulatioh regulate, intns in India tog

R and the SCnges, regulatecontracts are e

granted powerand other finanelf-regulatory

al acquisitions onts by listed an

acquisition of option schemespital market part

icable Indian le SEBI Act andy of each stocbreach by a listny receiving pri

power to varyf the stock exch

ing Regulationunts which comh include sectianagement’s dintinuing disclos

ecurities and Ecompulsory de

notified in relat

undertakings)blic shareholdinompany is requf such fall in th

various sourcesr independently

tablished in Muumber of listed

rnment acting tories Act, the EBI, in exercon) (Stock Excter alia, the rgether with proCR (SECC) Rthe recognitio

entered into an

rs to the SEBI tncial intermediaorganizations, of shares and tand to-be listed shares and ta

s, stockbrokersticipants.

laws includingnd various guidck exchange is eted company ofor notice of sucor veto the decanges.

ns to prepare, fimply with theions relating toiscussion and sure requiremen

Exchange Boarelisting of secution to delisting

are required tong requirement.uired to bring he manner spec

190 

 

s, including y verified by

umbai. The companies,

through the Companies

cise of its hanges and

recognition, oviding for

Rules along on of stock nd enforced

to promote, aries in the to prohibit akeovers of companies,

akeovers of s, merchant

g the ICDR delines and empowered f any of the ch intent of

cision of the

ile with the disclosure o corporate analysis as

nts pursuant

rd of India urities from g.

o maintain a . Where the the public

ified by the

Page 193: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Index-Ba

In order tocircuit brwide circu20%. Themarkets nS&P CNXthere are which der

NSE The NatioNSE was The Exchfacilities th BSE

Establisheobtain perone of the

Internet-B

The SEBIclient ordeinternet trstock exchbecame this possibl

Trading H

Trading oStandard Tset their oa.m. and trading ho

Trading P

In order tfacility inenhanced back-offic‘National efficient tsimultaneo

Takeover

DisclosureTakeover acquisitionprovisionsTakeover Indian coprescribedthresholds

ased Market-W

o restrict abnorreakers, which uit breaker systese circuit breanationwide. TheX NIFTY of thcurrently in plrivative produc

onal Stock Exchset up by leadi

hange has brouhat serve as a m

ed in 1875, the rmanent recogne premier stock

Based Securiti

I approved interers to exchangeading systems. hange and to c

he first exchangle on both the

Hours

on both the StoTime. The Stoc

own trading hou5 p.m.; and (ii

ours.

Procedure

to facilitate smn 1995. This to

transparency ince work. NSE a

Exchange fortrade. NEAT hously, narrowin

r Regulations

e and mandatoRegulations i.

n of shares ans of the TakeoRegulations prmpany, which

d under the Taks may result in

Wide Circuit Br

rmal price volado not allow

tem (equity andakers, when trie market-wide che NSE, whicheace individual

cts are available

hange (NSE) ising institutions ght about unpa

model for the sec

BSE is the oldnition from the exchanges of In

ies Trading and

rnet trading in Je trading systemStock brokers i

comply with cege to grant app

‘equities’ as

ock Exchanges ck Exchanges a

urs (in cash and ) the stock exc

mooth transactiootally automaten dealings and also provides or Automated Thas provided dng the spreads.

ory open offer.e SEBI (SASTnd takeover. Onover Regulatiorescribes certain

give rise to ckeover Regulatthe acquirer ha

reaker System

atility in any patransactions b

d equity derivatiggered, bringcircuit breakersever is breached

scrip-wise prie or scrips includ

s India's leadinto provide a m

aralleled transpcurities industry

dest stock exchGovernment un

ndia.

d Services

January 2000. Ims for executiointerested in proertain minimumroval to its mewell as the ‘de

normally occuare closed on pderivative segm

change has i n p

ons, the BSE red screen basehas assisted co

on-line trading fTrading’ (“NEAdepth in the ma

r obligations foT) Regulations,nce the equity

ons will applyn thresholds orcertain obligatitions mandate saving to make a

articular stock, tbeyond a certatives) applies atabout a coordis are triggered bd earlier. In adice bands. Hoded in indices.

g stock exchanmodern, fully auparency, speed y in terms of sy

hange in India.nder the SCRA

Internet tradingon. This permitoviding this serm conditions stmbers for proverivatives’ segm

urs Monday thrpublic holidaysments) subject tplace risk man

replaced its opd trading in se

onsiderably in smfacilities througAT”), which oarket by enabl

for listed India, 2011, which

y shares of a cto acquisition

r trigger pointsions on part ofspecific disclosan open offer of

the SEBI has inain level of prt three stages oinated tradingby movement o

ddition to the mowever, no pri

nge covering vautomated screen

& efficiency, ystems, practices

In 1956, it becA. It has evolve

g takes place thrts clients througrvice are requiretipulated by the

viding internet-ments of the NS

rough Friday, b. Recently, theto the conditionagement system

pen outcry systecurities was pmoothing settlegh a fully automoperates on strling large num

an companies uprovide specif

company are lins of the comp

in the sharehof the acquirer.ure requiremenf the shares of th

nstructed stockrice volatility.

of the index mohalt in all equof either the SE

market-wide indice bands are

arious cities ann-based trading safety and mars and procedure

came the first sed over the year

rough order roughout the counted to apply fore SEBI and ot-based tradingSE.

between 9:15 astock exchang

n that (i) the tram and infrastruc

em with BSEput into practicement cycles anmated screen barict time/price

mber of membe

under Indian lfic regulations isted on a stocpany’s shares/volding a person Acquisitions u

nts, while acquihe target compa

k exchanges to aThe index-bas

ovement, at 10%uity and equityENSEX of the dex-based circu

applicable on

d towns acrosssystem with na

rket integrity. Ies.

stock exchange rs into its prese

uting systems, wtry to trade usinpermission to t

ther applicable services. Inter

a.m. and 3:30 pges have been pading hours arecture commens

On -line Tradince nation- widend improving eased trading sypriority besiders all over Ind

law are governin relation to

ck exchange invoting rights/coor entity has i

up to a certainisitions crossinany.

191 

 

apply daily sed market-%, 15% and y derivative BSE or the

uit breakers, n scrips on

s the country. ational reach. It has set up

in India to ent status as

which route ng brokers’ the relevant laws. NSE

rnet trading

p.m. Indian permitted to e between 9 surate to the

ng (BOLT) e. This has fficiency in

ystem called es enabling dia to trade

ned by the substantial

n India, the ontrol. The in the listed n threshold g particular

Page 194: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

The Takethe acquirTakeover

Insider T

The SecurRegulatioinclude anPerson”. Athe comprelationshwould allo

An insidepossessionsuch commany informbecomingcompaniealong with

Depositor

The Depoeffect tranregistratioDepositorof the Indi

Derivativ

Trading inand derivatakes placexchange.

 

eover Regulatirer in case of sRegulations ap

rading Regula

rities and Exchons”) have beeny person who A “Connected any in any cap

hip with the coow or reasonab

er is, inter alian of UPSI and munication is fmation, relating

g generally avaies is required th a code of con

ries

ositories Act prnsfers in book

on of such Depry Participants, ian securities m

ves (Futures an

n derivatives isative contracts ce either on s.

ons also provsuch indirect a

pply to our Com

ations

hange Board oen notified by

has received oPerson” includpacity whetherompany wheth

bly expect to al

a, prohibited fto provide acc

for legitimate pg to a companilable, is likely to formulate annduct for its emp

rovides a legalk-entry form. Fpositories, the companies and

markets.

nd Options)

s governed by twere included

separate and in

ides for the pacquisition. Sin

mpany.

of India (ProhibSEBI to proh

or has access tdes, inter alia,r contractual, fher permanent low access, dire

from trading incess to any perspurposes, perforny or its securito materially a

nd publish on thployees for com

l framework foFurther, the SEregistration ofd beneficial ow

the SCRA, thewithin the term

ndependent der

possibility of ince, our Compa

bition of Insidehibit and penalto unpublished any person wh

fiduciary or em or temporary,ectly or indirect

n securities ofson including ormance of dutieities, directly o

affect the pricehe company’s wmpliances with t

or the establishEBI framed reg

Depository Pawners. The depo

SCRR and them ‘securities’, arivatives excha

indirect acquisany is an India

er Trading) Relize insider traprice sensitive

ho is or has dirmployment or

during the sixtly, to UPSI.

f a listed or prother insiders toes or dischargeor indirectly, thof the securitie

website a codethe Insider Trad

hment of depogulations in rearticipants as wository system

SEBI Act. Thas defined by thanges or on a

sitions, imposinan listed compa

egulations, 201ading in India.e information (“rectly or indire has any p

months prior to

roposed to beo the above re

e of legal obligahat is not generes. The boardof procedure f

ding Regulation

sitories to recolation to, inter

well as the righhas significant

e SCRA was ahe SCRA. Trad

separate segm

ng specific oblany, the provis

5, (the “InsideAn “insider” is

“UPSI”) or a “ectly, been assoprofessional oro the concerned

listed companferred UPSI exations. UPSI shrally available wof directors o

for fair disclosuns.

ord ownership r alia, the formhts and obligattly improved th

amended in Febding in derivativment of an exi

192 

 

ligations on sions of the

er Trading s defined to “Connected

ociated with r business d act which

ny when in xcept where hall include which upon f all listed

ure of UPSI

details and mation and tions of the he operation

bruary 2000 ves in India isting stock

Page 195: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

We are, frpertainingdisclosed and we arrelating to

Material

S.no

1

2

2

3

from time to timg to, amongst o hereunder, were not aware ofo them which m

Proceedings in

Type of case

Criminal 2801697/SS/No. between Industries Sundaram M& Others u138 read witof the Instruments

Company peof 2015 betwIndustries Sundaram Limited

Civil CasPetition No. between M/(P) Limited Multi Pap Li

Civil JudDivision, NaCivil Suit 7012015 Of M/s Floton and M/s SuPap Limited

me, involved in others, tax, rege are not invo

of any pending may have a mate

nvolving our C

e

Case No/15 and old1198/SS/2015

AmforgLimited and

Multi Pap Ltdunder Sectionth section 14

NegotiablAct, 1881

etition no. 932ween AmforgLimited andMulti Pap

e Company1181 of 2015

/s BT Solderand Sundaramimited

dge Senioagpur. Regula

RCS No2015 betweenCommoditie

undaram Mult

LEGA

various legal pgulatory and oolved in any or threatened

erial effect on o

Company

Court/Trwhere thpending

o. d 5 e d d n 1 e

MetropoliMagistratAndheri, M

2 e d p

HonorableCourt, Mu

y 5 rs m

High CBombay

or ar o. n

es ti

Civil JudgDivision,

AL PROCEED

proceedings inother disputes.material govermaterial gover

our financial co

ribunal he case is

B

itan e at Mumbai

SRoPtop

e High umbai

Appo

Court of SRoSam

ge Senior Nagpur

MbagreFsaChPPthapslSsuC

Tpam

DINGS

the ordinary cAs on date of

rnmental, legarnmental, legalondition, the res

Brief Facts

undaram MulRs 2 Crore fro

f Inter CorpoPap Limited hao secured amoresented for p

Amforge Induetition beforeetition no. 932f the Compan

undaram MulRs 50 lacs from

f Inter Corpoundaram Mumount of ICD

M/s Floton Coearing RCS Ngainst M/s ecovery of a

Floton Commoale and purch

Commodities. as a paper un

Pap Ltd at VParseoni, Distthe paper unitpproached M/leam coal. Thundaram Mubstantial am

Commodities a

That, out of thiaid an amoumount of Rs.1

course of businef this Placemenl or arbitration

l or arbitrationsults of operatio

lti Pap Limiteom Amforge Iorate Depositad issued 5 pount of ICD. payment, they

ustries Limitee Honorable H2 of 2015 und

nies Act, 1956

lti Pap Limitem M/s BT Sorate Deposit (

ulti Pap LimiD along with in

ommodities haNo. 7012015 b

Sundaram Mamount of Rodities firm c

hase of coal inThat, the Sun

nit under the nVillage Sihort. Nagpur. Tht, M/s Sunda/s Floton Com

hat, during an Multi Pap L

mount of camounting to R

is the M/s Sununt of Rs.5,17,10,779l- is

ess, which invont Document, n proceedings o

n proceedings oons or cash flow

ed had taken aIndustries Limt (ICD). Sundostdated cheqWhen such cgot dishonore

ed filed an High Court, Mder section 43.

ed had taken aolders (P) Lim(ICD). It wasited failed tonterest.

as filed a regubefore this HMulti Pap LRs.21,98,357/-carries on then the name ofndaram Multi name of Sundra, P.O. Kan

hat, for the reqaram Multi Pmmodities for

extended perLimited havecoal from MRs.22,22,227/

ndaram Multi ,11,448/- andoutstanding.

193 

 

olve matters except as

or litigation or litigation ws.

an amount of mited by way daram Multi ques in order heques were ed.

winding up Mumbai vide 3,434 & 439

an amount of mited by way

alleged that o pay a part

ular civil suit on,ble Court Limited for -. That, the e business of f M/s. Floton Pap Limited

dararm Mutli nhan, Tahsit quirement of Pap Limited r purchase of riod, the M/s e purchased M/s Floton /-.

Pap Limited d a balance

Page 196: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Material There is n Material S.no

1

2

Material

No materi

Defaults i

Our Comand proteduty, cessdues outstin any depissued any

Litigation

There is nor a statutDocumentof any litig

Reservati

The audit do not con

Inquiries

There havany previothe case oimposed, c

Proceedings in

no material proc

Proceedings inType of ca

Compliant 138/141/14Negotiable Act, 1881

M/s KumarLimited Vs. Amrut

N.D.P.S MNo. 991 of

Frauds

ial frauds have b

in respect of du

mpany has beeection fund, ems and other matanding and duposits acceptedy debentures

n or Legal Act

no, and has beetory authority at. Accordingly,gation or legal a

ions, Qualifica

reports of the lntain any reserv

, Inspections o

ve been no inqous company laof the Compancompounding o

nvolving our Su

ceedings are pen

nvolving our Pase

under secti42

Instrumen

r Share Broke(Complainan

P Shah

Misc. Applicati2014

been committed

ues payable

en fairly regulmployees’ stateaterial statutoryue for remittancd and payment o

ion against the

en no, litigationagainst any Pro no directions haction against th

tions or Adver

last three finanvations, qualific

or Investigatio

quiries, inspecaw in the threeny and its Subsof offences in th

ubsidiary

nding by and ag

romoters/DirecCourt/Twhere tpending

on of

nts

ers nt)

Chief MetropoMagistraKarkardCourt, D

on AdditionJudge, GMumbai

d against our Co

lar in depositie insurance, in

y dues, to the ece to the statutoof interest or p

e Promoters by

n or legal actionomoter during thave been issuehe Promoters.

rse Remarks by

ncial years immcations or adver

ns under the C

tions or investe years immedisidiaries. Furthhe last three yea

gainst our subsi

ctors Tribunal the case is g

oliton ate, ooma

Delhi

nal Session Greater i

ompany during

ing undisputedncome tax, salextent applicabory authorities principal on any

y any Ministry

n pending or tathe last three y

ed by any minis

y the Auditors

mediately precedrse remarks.

Companies Act

tigations initiatately preceding

her, there werears immediately

idiary company

Brief Facts

A Cheque of Mr. Amrut Pagainst the trcomplainant g

A case relatisection 138 o

the last three y

d dues, includles tax, wealthle to the Compas on March 31

y loan from any

y, Government

aken by any miyears immediatstry or departme

ding the year of

t

ted or conductg the year of ci

no prosecutioy preceding the

y as on date.

an amount RsP Shah towaade in shares got dishonore

ion to dishonf Negotiable I

years.

ding provident h tax, servicepany and there1, 2016. Our Cy bank or financ

t Department o

inistry or deparely preceding tent or statutory

f circulation of

ted under theirculation of thions filed (wheth

year of this Pla

s 45,00,000/- ards his partand stock thr

d.

nored of cheqInstruments A

fund, investotax, customs d

are no materiCompany has nocial institution

or Statutory A

rtment of the Gthe year of thisauthority upon

this Placement

Companies Acis Placement Dher pending or acement Docum

194 

 

issued by t liability rough the

que under Act, 1881.

or education duty, excise al statutory ot defaulted and has not

Authority

Government s Placement n conclusion

t Document

ct, 2013, or Document in

not), fines ment.

Page 197: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

The followAllocationpresumed inform thRestriction

Qualified

The IssueRules, anRegulationconditions

� the Is

or ab

� the Is

� equitexchnotic

� the s

speci

� the ejustif

� the o

addreQIBs

� the o

this lof QIthe Is

� Issue

20,00

� the aexceethe p

� the

distri

At least 1any part th

Bidders ar

Additionaaverage othe two wwith the p

The “Relecommitteeexchange trading vDate.

wing is a summn and Allotmen

d to have apprihemselves of ans” and “Trans

d Institutions P

is being maded Chapter VIIIns and Sections including:

ssuer has compbandoned any in

ssuer is in comp

ty shares of theange in India th

ce to its shareho

shareholders ofify (a) that the

xplanatory statfication for the

offer must be essed specificals;

offer must not blimit of 200 perIBs to whom thssuer prior to th

er must offer to00, calculated a

aggregate of thed five times th

previous financi

offering of sibution channel

10% of the Eqhereof to be all

re not allowed t

ally, there is a mf the weekly hi

weeks precedingrovisions of the

evant Date” ree of Directors in India on wh

volume in such

mary intended t. The proceduised themselvesny restrictionssfer Restrictions

lacement

e to QIBs in reI of the ICDR

n 42 of the Co

pleted all allotmnvitation or offe

pliance with the

e same class of hat has nation-wolders for conve

f the Issuer haallotment of se

ement to the noprice (includin

made through lly to the QIB t

be to more tharsons. Prior to che offer will behe invitation to

o each Allotteeat the face value

he proposed Isshe net worth (aial year; and

securities by ls or agents to in

quity Shares islotted to Mutua

to withdraw the

minimum pricinigh and low of g the Relevant De ICDR Regula

eferred to abovduly authorizehich the Equityh Equity Shar

ISS

to present a gere followed ins of the same fs or limitations”.

eliance upon SeR Regulations,

mpanies Act, 2

ments with resper previously m

e minimum pub

such Issuer, wwide trading terening the meeti

ave passed a spcurities is prop

otice to the sharng premium, if a

a private plato whom the of

an 200 personscirculating thee made. The ofsubscribe;

e at least suche of the securitie

sue and all preas defined in th

issue of pubnform the publi

ssued to QIBsal Funds remain

eir Bids after the

ng requirement uf the closing priDate. However

ations.

ve, for the Alloed by the Boary Shares of oures has been r

UE PROCEDU

eneral outlinethe Issue may dfrom our Coms that may be

ection 42 of thethrough the m2013, a compa

pect to any offemade by it;

blic shareholdin

which are proporminals for a peing to pass the

pecial resolutioposed to be mad

reholders for coany) at which t

cement offer lffer is made and

in a financialprivate placemffer must be m

number of thees;

evious QIPs mhe ICDR Regul

blic advertisemic about the Issu

must be allottns unsubscribed

e Bid/Issue Clo

under the ICDRices of the relatr, a discount of

otment, will berd decides to our Company ofrecorded durin

URE

of the procedudiffer from the

mpany or the Le applicable to

e Companies Amechanism of aany may Issue

er or invitation

ng requirements

sed to be allotteriod of at leastbelow-mention

on approving sde pursuant to t

onvening the gethe offer or invi

letter and an ad is sent within

year. Howeverment offer letter,

ade only to suc

e securities in t

ade by the Isslations) of the I

ments or utiliue is prohibited

ted to Mutuald, it may be allo

sing Date.

R Regulations.ted Equity Sharf up to 5% of th

e the date of topen the Issue

the same classng the two we

ure relating toone mentioned

Lead Manager. o them. See th

Act, 2013 reada QIP. Under C

equity shares t

previously mad

set out in the S

ted through the t one year priorned special reso

such QIP. Suchthe QIP; and (b

eneral meeting itation is being

application formn 30 days of rec

r, an offer to Q, the Issuer musch persons who

the Issue which

uer in the samIssuer as per th

ization of and.

Funds, providotted to other Q

The Floor Pricres quoted on the Floor Price

the meeting inand “Stock Exs are listed andeeks immediate

the applicationd below, and in

Investors are he sections title

with Rule 14 oChapter VIII ofto QIBs subjec

d e by it or has

SCRR;

QIP, are listedr to the date of olution;

h special resolb) the relevant d

must disclose tg made;

m serially numcording the nam

QIBs will not best prepare and rose names are r

h would aggre

me financial yehe audited balan

ny media, ma

ded that, if thisQIBs.

e shall not be lethe stock exchais permitted in

n which the Boxchange” meand on which thely preceding th

195 

 

n, payment, nvestors are

advised to ed “Selling

of the PAS f the ICDR ct to certain

withdrawn

d on a stock issuance of

lution must date;

the basis or

mbered and mes of such

e subject to record a list recorded by

gate to Rs.

ear does not nce sheet of

arketing or

s portion or

ess than the ange during accordance

oard or the ns the stock he highest he Relevant

Page 198: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Our ComRegulationPreliminar

Our Comunder the

The Issue special res

The Equitwithin 60

The Equitthis Placeof the ICDprivate dowebsite ofto QIBs a

The minim

� Two,� Five,

No single common cApplicatio

Securitieson the flooand regula

THE EQQUALIFIAND BIDWITH TH

Issue Pro

1. Our

DocuApplour CPlacemake2013

2. UNL

THEINVIdocuoffershall

3. Bidd

Share

4. QIBs

5. QIBs

� name

mpany will appns for the listiry Placement D

mpany shall maCompanies Act

was authorizedsolution dated A

ty Shares will bdays from the d

ty Shares issueement DocumenDR Regulationocuments provif the Stock Excand no offer is

mum number of

, where the issu, where the issu

Allottee shall control shall bon Form”.

allotted to a Qor of a recognizations that are a

QUITY SHAREIED IN ANY

DS MAY NOTHE APPLICA

cedure

Company andument and the lication Form wCompany shall ement Docume the requisite 3 and the PAS R

LESS A S E RE SERIALLY ITATION TO

umentation werer shall be deeme

be treated as in

ders shall submies which would

s may submit an

s will be require

e of the QIB to

ply for the in-ping of the EquDocument to the

ake the requisit and the PAS R

d and approvedAugust 29, 201

be allotted withdate of receipt o

ed pursuant to nt that shall conns and the requided to only s

changes and of being made to

f Allottees for th

ue size is less thue size greater th

be allotted more deemed to b

QIB pursuant to zed stock exchaapplicable to th

ES HAVE NOOTHER JUR

T BE MADE BABLE LAWS O

d the Lead Mserially numb

will be specificmaintain comp

ment and the filings with th

Rules.

I A L L Y NUNUMBERED

O SUBSCRIBEe to come into ted to have beennvalid.

it Bids for, andd aggregate to R

n Application F

ed to indicate th

whom Equity S

principle approuity Shares one Stock Exchan

ite filings withRules.

d by the Board6.

hin 12 monthsof subscription

the Issue mustntain all materi

uirements prescelect QIBs throur Companythe public or to

he Issue shall n

han or equal to Rhan Rs. 250 cro

re than 50% ofe a single Allo

the Issue shallange in India. Ahem, including i

OT BEEN ANRISDICTION BY PERSONSOF SUCH JUR

Manager shallered Applicatioally addressedplete records of serially num

he RoC and SE

MBERED PD APPLICATIE SHALL BE Dthe possession on made to such

d our CompanyRs. 20,000 calcu

Form, during the

he following in

Shares are to be

oval of the Stothe Stock Exc

nge.

h the ROC an

on July 25, 2

from the date omoney from the

t be issued onial informationcribed under Foough serially nwith a disclaim

o any other categ

not be less than:

Rs. 250 crores;ores.

f the Issue Sizeottee. See the s

l not be sold forAllotments madin relation to lo

ND WILL NOOUTSIDE IN

S IN ANY SUCRISDICTION.

circulate seriaon Form, eitheto such QIBs.f the QIBs to w

mbered applicatEBI within the

PRELIMINAION FORM IDEEMED TOof any person operson and any

y shall Issue andulated at the fac

e Bid/Issue Peri

the Application

e Allotted;

ock Exchangechange. Our Co

nd the SEBI w

016, and appro

of the Sharehoe relevant QIBs

the basis of thn including theorm PAS-4. Thnumbered copiemer to the effegory of investor

and

e. QIBs that belsection titled “I

r a period of onde to VCFs andock-in requirem

OT BE REGISNDIA AND MCH JURISDIC.

ally numbereder in electronicIn terms of Se

whom the Prtion Form havstipulated perio

ARY PLACEMIS ADDRESS

O HAVE BEENother than the iny application th

d Allot to eachce value of the E

iod to the Lead

n Form:

under Regulaompany will al

within the stip

oved by the Sha

lders’ resolutios.

he Preliminary information sphe Preliminary es and are requect that it is in rs.

long to the samIssue Procedur

ne year from thAIFs in the Iss

ments.

STERED, LISTMAY NOT BE

CTION, EXCE

d copies of thc or physical foction 42 (7) of

reliminary Plave been dispatcod as required u

MENT DOCUSED TO A PAN MADE TO Sntended recipienhat does not com

h Allottee at leaEquity Shares.

Manager.

ation 28(1) of lso deliver a c

pulated period

areholders by w

on approving th

Placement Docecified in SchePlacement Do

uired to be placonnection wi

me group or thare - Application

he date of allotmsue are subject

TED OR OTHE OFFERED OEPT IN COM

he Preliminary form to the QIf the Companiescement Documched. Our Comunder the Com

UMENT ALONARTICULAR SUCH QIB. Ent, no offer or imply with this r

ast such numbe

196 

 

the Listing

copy of the

as required

way of their

he Issue and

cument and edule XVIII ocument are aced on the ith an issue

at are under n Process -

ment except to the rules

HERWISE OR SOLD,

MPLIANCE

Placement Bs and the s Act, 2013 ment, and

mpany shall mpanies Act,

NG WITH QIB, NO

Even if such nvitation to

requirement

er of Equity

Page 199: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

� numb

� priceare aconsuaccor

� detai

NOTE: Econsideredsubmitting

6. Once

offer StockForm

The the ceach

7. Upon

incluEquitBiddirrevoCANincluin DaABSOF T

8. Pursu

the EbankBiddaccouholdeAllotseparComAppl

9. Upon

the C

10. Afteraccoufor liapprobene

11. Afterpursuant

12. Our C

13. The

of thappro

14. Upon

the Adelay

ber of Equity Sh

e at which theyagreeable to subultation with thrdance with ICD

ls of the Depos

Each sub-accoud an individuag Bids.

e a duly compland cannot be

k Exchanges anm.

Bids made by oncerned schemscheme of the M

n receipt of theuding the Issuety Shares, the

ders who have ocable contract

N shall contain uding the detailsate as applicabOLUTE DISC

THE LEAD M

uant to receivinEquity Shares ink account by theders in cash. Pleunts of the releers shall be paitment, all monrate bank acc

mpanies Act, 20ication Money”

n receipt of theCAN sent to the

r passing the unts maintainedisting approvaloval for listingficiary account

r receipt of theto the Issue int

Company will th

Equity Shares he Allottees shaoval from the S

n receipt of intiAllottees of they or non-receipt

hares Bid for; 

y are agreeable bmit a Bid at thhe Lead ManagDR Regulations

sitory Participan

unt of an FII otal QIB and s

eted Applicatioe withdrawn afnd the Bidders s

asset managemmes for which tMutual Fund re

e Application Fe Price in cons

Lead Managebeen allocated t for the Bidderdetails such a

s of the amounble to the respecCRETION OF

MANAGER.

ng a CAN, eachndicated in the Ce Pay-In Date aease note that aevant Bidders aid from the bannies received count with a 13, i.e., the Esc”.

e application m Bidders.

Board resolutid with the Depo. Our Company of the Equity

t maintained wi

e listing approvto the Depositor

hen apply for th

that would hall be eligible ftock Exchange

imation of finale receipt of suct of the commu

to subscribe fohe Cut-Off Pricger at or aboves.

nt account to wh

ther than a subeparate Applic

on Form is subfter the Bid/Issshall be deemed

ment companiesthe Bids are maegistered with th

orm, after the Bsultation wither will send th

the Equity Shr to pay the entas the numbernts payable by tctive Bidder. P

F OUR COMP

h Bidder shallCAN at the Issuas specified in any payment ofapplying for thenk account of tfor subscriptioscheduled bankcrow Account.

onies from the

ion for Allotmository Participay will intimateShares on the

ith the Deposita

val of the Stocry Participant’s

he final trading

have been credfor trading on ts.

l trading and lich approvals. Ounication of the

for the Equity Sce which shall b

the Floor Pric

hich the Equity

b-account whichcation Forms

mitted by a Biue Closing Dad to have been g

s or custodiansade. In case of ahe SEBI.

Bid/Issue Closih the Lead Manhe serially numbhares. The disptire Issue Priceof Equity Sha

the Bidder for APLEASE NOTEPANY AND W

be required toue Price, only tthe CAN sent t

f application moe Equity Sharesthe person whon of the Eqk and shall beSee the section

Bidders, our C

ment and priorants by the Allo

e the Stock ExcStock Exchang

ary Participant

ck Exchanges,s accounts of the

approval from t

dited to the bthe Stock Exch

isting approvalOur Company afinal trading an

Shares, providebe any price ase or the Floor P

Shares should

h is a foreign cwould be req

dder, such Appte. The Bid/Issgiven notice of

s of Mutual Fua Mutual Fund,

ing Date, our Cnager. Upon dbered CAN alo

patch of a CANfor all the Equ

ares Allocated Allotment of thE THAT THE

WILL BE BAS

make the paymthrough electronto the respectivoney for the Eqs. Monies paya

hose name appquity Shares se utilized onlyn titled “Issue P

Company shall

r to crediting ottees, our Comchanges the detges prior to theby the Bidder.

our Companye respective All

the Stock Exch

beneficiary acchanges only upo

from the Stockand the Lead Mnd listing permi

ed that QIBs ms may be determPrice net of suc

be credited; and

corporate or a uired from ea

plication Form sue Closing Daf such date after

unds shall speci a separate Bid

Company shalldetermination oong with the PlN shall be deeuity Shares Alloto the Bidder

he Equity ShareE ALLOCATISED ON THE

ment of the entnic transfer to o

ve Bidders. Noquity Shares shaable on Equity pears first inshall be kepty for the purpProcedure - Ban

Allot Equity S

the Equity Shmpany shall app

tails of the Alle crediting of t

y shall credit thlottees.

hanges.

counts with thon the receipt o

k Exchanges, oManager shall nissions from the

may also indicatmined by our Cch discount as a

d

foreign individach such sub-a

constitutes an ate shall be notr receipt of the A

ifically state thd can be made in

determine the fof the final telacement Docummed a valid, b

ocated to such Band payment i

es in its name aON WILL BE

E RECOMMEN

tire applicationour Company’spayment shall ball be made froShares to be hethe Applicationby our Com

oses permittednk Account for

Shares as per th

hares into the ly to the Stock lotment and apthe Equity Shar

he Equity Shar

he Depository Pof final listing

our Company snot be responsie Stock Exchan

197 

 

 

te that they Company in approved in

dual will be account for

irrevocable tified to the Application

he names of n respect of

final terms, rms of the ment to the

binding and Bidder. The instructions

and the Pay-E AT THE NDATION

n monies for s designated be made by

om the bank eld by joint n. Pending

mpany in a d under the Payment of

he details in

beneficiary Exchanges

pply for the res into the

res Allotted

Participants and trading

shall inform ible for any nges or any

Page 200: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

loss aplaceStock

Qualified

Only QIB86(1)(b) o

Issue:

� Eligi

� insur

� insur

� insur

� Mutu

� pensi

� provi

� publiCom

� sched

� state

� the N

Gove Allotmento each oconsult th

ELIGIBLREGULACORPORPARTICIRESPECTO PARSUCH TPRESCR

In terms osame set Share capof the totaexceed 24of a resosharehold

An FII orcertificatefees has bor a foreiobtains a or is abouRegulation

arising from sued on its websitk Exchanges or

d Institutional B

Bs as defined inof the ICDR Re

ble FPIs includ

rance companie

rance funds set u

rance funds set u

ual Funds, VCF

ion fund with m

ident fund with

ic financial insmpanies Act, 201

duled commerc

industrial deve

National Investmernment publish

nts made to Vof them respeheir own couns

LE NON-RESATIONS. FIISRATE OR AIPATE THTIVESCHEDU

RTICIPATE INTHAT THE SRIBED UNDER

of the FPI Regof ultimate benital of the compal paid-up Equ4% of the paid-olution passeders.

r sub-account (e of registrationeen paid as perign individual) certificate of r

ut to expire, suns, participate

uch delay or note. QIBs are adr our Company

Buyers

n Regulation 2(egulations are e

ding FIIs and eli

es registered wit

up and manage

up and manage

Fs and AIFs;

minimum corpu

h minimum corp

stitutions as def13);

cial banks;

elopment corpor

ment Fund set uhed in the Gaze

VCFs and AIFctively, includsel and adviso

IDENT QIBSS, SUB-ACCO

A FOREIGN HROUGH ULES OF FEN THE ISSUSHAREHOLD

R APPLICABL

gulations, the Eneficial owner(pany. Further, ity Share capit-up Equity Shard by the boar

(other than a sn from the SEBr the FII Regula

may participaregistration as auch FII or subin the Issue. A

on- receipt. Findvised to appris.

(1)(zd) of the Ieligible to inves

igible sub-accou

th the Insurance

ed by army, nav

ed by the Depart

s of Rs. 25 cror

pus of Rs. 25 cr

fined in Sectio

rations; and

up by resolutiotte of India.

Fs in the Issuding in relatiors as to invest

S CAN PARTOUNTS (OTHINDIVIDUAL

THE POREMA REGULAUE SUBJECTDING OF ELLE LAWS IN T

Equity Shares is(s) investing thin terms of theal of our Compre capital of thrd of director

sub-account whI shall be deem

ations. An FII oate in the Issuean FPI, whiche-account may,

An FII or sub -

al listing and trse themselves o

ICDR Regulatiost. Only the foll

unts;

e Regulatory an

vy or air force of

tment of Posts,

res;

rores;

on 4A of the C

on no. F. No. 2/

ue are subjecn to lock-in rment in and re

TICIPATE INHER THANL) AND OT

RTFOLIOATIONS, IN T

TO COMPLLIGIBLE FPITHIS REGAR

ssued to a singhrough multiple

FEMA Regulapany and the to

he company. Thrs of the com

hich is a foreigmed to be an FPor a sub-accoune, until expiry ever is earlier. I

subject to payaccount shall n

rading approvaof the status of

ons and not othlowing categor

nd Developmen

f the Governme

India.

Companies Act,

/3/2005-DDII d

ct to the rulesrequirement. Velated matters

THE ISSUEA SUB-ACC

THER ELIGIBINVESTMENTHIS ISSUE.

LIANCE WITHIS DO NOT

RD.

gle Eligible FPIe entities) shouations, the totalotal holdings ofhe aggregate limmpany, followed

gn corporate oPI until the expnt (other than aof its registratiIf the registrati

yment of convenot be eligible to

l granted by thf the receipt of

herwise excludies of QIBs are

t Authority of I

ent; and

1956 (Section

dated Novembe

s and regulatiVCFs and AIFs concerning th

UNDER SCHCOUNT WHBLE FPIS A

NT SCHEMELIGIBLE F

H ALL APPLEXCEED SP

I or an investoruld not exceed

holding of eacf all Eligible Fmit of 24% md by a special

or foreign indivpiry of the blocksub-account whion as an FII ion of an FII oersion fees aso invest as an F

e Stock Exchanf the permission

ded pursuant to e eligible to inve

India;

n 2(72) of the

er 23, 2005 of t

ions that are Fs should indehe Issue.

HEDULE 1 OHICH IS A FARE PERMITME UNDERFPIS ARE PERLICABLE LAPECIFIED LI

r group (which10% of post-Is

ch FPI shall be FPIs put togethemay be increasl resolution pa

vidual) who hok of three yearhich is a foreigor sub-accountr sub-account happlicable und

FII or sub-acco

198 

 

nges is also ns from the

Regulation est in the

the

applicable ependently

OF FEMA FOREIGN TTED TO R THE RMITTED AWS AND IMITS AS

h means the ssue Equity below 10% er shall not ed by way ssed by its

olds a valid rs for which gn corporate t or until it has expired der the FPI ount after

Page 201: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

registering

In terms oFPIs as we

Under Rebeing, or persons re

� right

relate

� veto

� a righ

Provided, rights in th

OUR COMODIFICTHE DAINVESTIADVISEDINVESTMUNDER FURTHEEVENTU

Note: Afflaws.

Applicati

Applicatio

Bidders shand the Lea Bid) in t

By makinthe Prelimwarranties“Represen

� The

undeand i

� The

indireperso

� The

“promBoar“prom

� The B

� The B

Equit

g as an FPI und

of the FEMA Rell as holding o

gulation 86(1)(any person rel

elated to the ‘pr

s under a shared to the Promo

rights; or

ht to appoint an

however, thathe capacity of a

OMPANY ANCATION OR

ATE OF THISIGATIONS AD TO ENSURMENT LIMITAPPLICABLE

ER, QIBS AUALLY RESU

ffiliates or asso

ion Process

on Form

hall only use thead Manager interms of the Pre

ng a Bid (includminary Placems and the repntations by Inve

Bidder confirmr Regulation 86s eligible to par

Bidder confirmectly, and its Aons related to th

Bidder confirmoters” or perrd other than thmoters” as defin

Bidder acknowl

Bidder confirmty Shares otherw

der the FPI Reg

Regulations, foof FIIs (being de

(b) of the ICDRlated to, the Proromoters’ as def

reholders’ agreeoters;

ny nominee dire

t a QIB which a lender shall no

ND THE LECHANGE TO

S PLACEMENAND SATISFY

RE THAT ATS OR MAXIE LAW OR R

ARE REQUIRLT IN TRIGG

ociates of Lead

he serially numn either electroneliminary Placem

ding the revisionment Documentpresentations, estors”, “Selling

ms that it is a Q6 of the ICDR rticipate in the I

ms that it is noApplication Forhe “promoters”

rms that it hrsons related tohose acquired ined in the ICDR

ledges that it ha

ms that if Equitywise than on th

gulations.

or calculating theemed FPIs) sh

R Regulations,omoters. QIBs fined in the ICD

ement or votin

ector on the Boa

does not holdot be deemed to

EAD MANAGO APPLICABLNT DOCUMENY THEMSELV

ANY SINGLE IMUM NUMBREGULATIONRED TO SATGERING A TE

Manager who

mbered Applicanic form or by pment Documen

n thereof) for Et, the Bidderwarranties andg Restrictions”

QIB in terms oR Regulations, h

Issue;

ot a “promoterrm does not dias defined in th

as no rightso the “promotein the capacityR Regulations;

as no right to w

y Shares are alhe Stock Exchan

he aggregate hoall be included.

no Allotment which have al

DR Regulations

ng agreement en

ard.

d any shares ino be related to th

GER ARE NLE LAWS ORNT. QIBS ARVES THAT T

APPLICATIBER OF EQUN OR AS SPTISFY THEM

ENDER OFFER

are QIBs may

ation Forms (wphysical delivernt.

quity Shares thwill be deemd agreementsand “Transfer

of Regulation 2has a valid and

r” and is not rectly or indire

he ICDR Regula

under a sharers”, no veto ri

of a lender wh

withdraw its Bid

llotted, it shall nnges;

olding of FPIs.

shall be made,ll or any of thes:

ntered into wit

n our Companyhe “promoters”

NOT LIABLR REGULATIORE ADVISEDTHEY ARE EION FROM T

UITY SHARESECIFIED IN

MSELVES THR UNDER TH

y participate in

which are addresry for the purpo

hrough Applicatmed to have m

made underRestrictions”:

2(1)(zd) of thed existing regist

a person relateectly representations;

eholders’ agreights or right thich shall not b

after the Bid/Is

not, for a perio

in a company

either directlye following righ

th the Promote

y and which h”.

LE FOR ANYONS, WHICHTO MAKE TELIGIBLE TTHEM DOESS THAT CAN

THIS PLACHAT THEIR E TAKEOVER

the Issue in co

ssed to them) sose of making a

tion Form(s) anmade the follow

sections titled

e ICDR Regulatration under th

ed to the “prothe “promoters

eement or votto appoint anybe deemed to b

ssue Closing Da

od of one year

, holding of al

y or indirectly, thts shall be de

ers or persons

has acquired th

Y AMENDMH MAY OCCUTHEIR INDEPTO APPLY. QS NOT EXCEN BE HELD BCEMENT DOC

BIDS WOUR REGULATI

ompliance with

supplied by ouBid (including

nd pursuant to thwing representd “Notice to

ations and is nohe applicable la

moters”, eithers” or “promote

ting agreementy nominee direbe a person rel

ate;

from Allotmen

199 

 

l registered

to any QIB eemed to be

he aforesaid

MENT OR UR AFTER PENDENT QIBS ARE EED THE BY THEM CUMENT.

ULD NOT IONS.

h applicable

ur Company g revision of

he terms of tations and Investors”,

ot excluded aws in India

r directly or er group” or

t with the ctor on the lated to the

nt, sell such

Page 202: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

� The

that tappli

� The

Regu

� The BAllot

a. t

b. “

� The

main

EACH BDEPOSITNUMBER

EACH BTHE SATHIS PINDEPEN

IF SO RTO SUBMANAG

IF SO RREGULASUBMITSUBMIT

DemograpParticipan

The submto pay theupon the i

Submissio

All AppliApplicatiosubmittedto the Lea

Na

D & A FServicesLimited

D & A FServicesLimited

Bidder confirm

the holding of icable to the Bid

Bidder confirmulations;

Bidder confirmtment to the Bid

the expression same group” as

Control” shall Regulations;

QIBs confirm ntained with the

BIDDER MUTORYPARTICR, E-MAIL ID

BIDDER MUSME AS THE PURPOSE, ENDENT BIDD

REQUIRED BBMIT REQUI

GER TO EVIDE

REQUIRED ATORY AUTTTING A BID T REQUISITE

phic details sunt account detai

mission of an Ae entire Issue Pissuance of the

on of Applicati

ication Forms mon Forms duly

d to the Lead Mad Manager eith

ame

Financial s (P)

A-ToNa

Financial s (P)

13Ka

ms that it is el

the Bidder, dodder;

ms that its Bi

ms that togetherdder shall not e

“belongs to ths provided in su

have the sam

that they shalDepository Par

UST PROVICIPANT’S

D AND BENEF

ST ENSURE TNAME IN W

ELIGIBLE SDER.

BY THE BOISITE DOCUENCE THEIR

BY THE LETHORITY IN

AND/OR BEI DOCUMENT

uch as address ils given above.

Application Formrice for the EqCAN by our Co

ion Form

must be duly cy completed alo

Manager as per ther through ele

Addr

304, 3rd Fower, Free Presariman Point, M

, Community ailash New Delh

ligible to Bid

oes not and sha

ids would not

r with other Bidexceed 50% of

he same groupub-section (11)

me meaning as

l not undertakerticipant until su

DE ITS DENAME,

FICIARY ACC

THAT THE NWHICH THE

SUB ACCO

OOK RUNNINUMENT(S) ALR STATUS AS

EAD MANAGN THIS REGING ALLOTTT(S) TO FULF

and bank acc.

m by a Bidderuity Shares (asompany in favo

completed withong with paymthe details provctronic form or

ress

loor, Dalamass Journal Marg

Mumbai-400021

Centre, East ohi-110065

and hold Equi

all not, exceed

t eventually re

dders that belonthe Issue Size.

” shall deriveof Section 372

is assigned to

e any trade inuch time that th

EPOSITORYDEPOSITO

COUNT NUM

NAME GIVENDEPOSITORY

OUNTS OF

NG LEAD MLONG WITHA “QIB” AS D

GER, COLLEGARD, INCLTED EQUITYFILL THE KN

count will be o

shall be deemeindicated by th

or of the Bidder

h information inment and a copvided in the respr through physic

Contact person

al g, 1

Mr. BalakrishnaIyer

of Mr. Priyaran

ity Shares so A

the level perm

esult in trigger

ng to the sameFor the purpos

meaning fromof the Compan

it by Regulati

the Equity Shhe final listing;

PARTICIPAORY PAR

MBER IN THE

N IN THE AY PARTICIPA AN FII W

MANAGER, A H THE APPLDEFINED HER

ECTION BANLUDING AFT

SHARES IN TNOW YOUR C

obtained from

ed a valid, bindhe CAN) and br.

ncluding the nupy of the PANpective CAN. Tcal delivery at t

Em

an dafspl@

njan dafspl@

Allotted. The B

missible as per a

ring a tender o

group or are uses of this statem

m the concept onies Act, 1956; a

ion 2(1)(e) of

hares credited tand

ANT ACCOUTICIPANT

E APPLICATI

PPLICATIONANT ACCOUWOULD BE

QIB MAY LICATION FREIN.

NK(S) OR ANTER ISSUE THE ISSUE, W

CUSTOMER (K

the Depositori

ding and irrevobecomes a bind

umber of EquitN card or PANThe Applicationthe following ad

mail

@gmail.com 022

@gmail.com 011

Bidder further

any applicable

offer under th

under the same ment:

of “companies uand

the Takeover

to its beneficia

UNT DETAILIDENTIFIC

ION FORM.

N FORM IS EUNT IS HELE CONSIDERE

ALSO BE REORM TO TH

NY STATUTCLOSURE, T

WILL ALSO HKYC) NORMS

ies as per the

ocable offer fording contract on

ty Shares appliN allotment lett

n Form shall beddress:

Phone

2-32677738/674

1-26419079/262

200 

 

confirms

regulations

he Takeover

control, the

under the

ary account

LS, PAN, CATION

EXACTLY LD. FOR ED AS AN

EQUIRED HE LEAD

TORY OR THE QIB HAVE TO S.

Depository

r the Bidder n the Bidder

ied for. All ter shall be e submitted

e

478992

218274

Page 203: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

The Lead

Permanen

Each Bidinformationumber in

Pricing a

Build-up

Bidders sBid/Issue

Price Disc

Our ComFloor PriChapter V

After finaand file th

Method of

Our Comcompliancbe groupeAllocationreceived a

THE DEALLOCAALLOCAWITH ALLOCAISSUE PREASONCAN

Based on discretionEquity Shnotified toneed to bebeing the serially nuCAN.

The dispabe deemedthe Lead M

QIBS ARSHARES

Bank Acc

Our CoAccou

payab

d Manager shall

nt Account Num

dder should meon will be consnstead of the PA

and Allocation

of the Book

hall submit theClosing Date. T

covery and Allo

mpany, in consuce. However, o

VIII of the ICDR

alization of the he same with the

f Allocation

mpany shall detce with Chapteed together to n to Mutual Fuat or above the I

CISION OF OATION SHALATION IS AT

THE BOOATION EVENPRICE. NEITHN FOR ANY N

the Application, shall decide thares Allocatedo such Bidderse made, addressdate of credit oumbered Placem

atch of the seriad a valid, bindiManager and to

RE ADVISEDS THAT MAY

count for Paym

ompany have ount having accble for the Equi

not be required

mber or PAN

ention its PANsidered incomplAN as the Appl

eir Bids within The book shall

ocation

ultation with thour Company mR Regulations.

Issue Price, oue Stock Exchan

termine the Aler VIII of the I

determine the unds for up to aIssue Price.

OUR COMPALL BE FINATHE SOLE AK RUNNIN

N IF THEY HHER OUR CO

NON- ALLOCA

on Forms receivthe Bidders to wd to them and t. Additionally, s where the appof the Equity Shment Documen

ally numbered Ping and irrevoco pay the entire

D TO INSTRUBE ALLOTTE

ment of Applica

opened the “QIcount no. 0163ity Shares Allo

d to provide any

N allotted undlete and are liablication Forms

the Bid/Issue Pbe maintained

he Lead Managmay offer a di

ur Company wnges as the Plac

llocation in coICDR Regulatiototal demand.

a minimum of

ANY IN CONSAL AND BINAND ABSOLUNG LEAD HAVE SUBMIOMPANY NOATION.

ved, our Compwhom the seriathe details of tha CAN will in

plication moneyhares to the resnt either in elec

Placement Docable contract fo Issue Price for

UCT THEIRED TO THEM

ation Money

P Escrow Acc361000001017

ocated to it by th

y written ackno

der the IT Actble to be rejecteare liable to be

Period to the Lby the Lead M

ger, shall deteriscount of not

will update the Pement Docume

onsultation withons. Bids receiThe Allocatio

10% of the Issu

SULTATION NDING ON AUTE DISCRET

MANAGER ITTED VALIDOR THE LEA

any, in consultally numbered Che amounts pa

nclude details oy needs to be sespective Bidderctronic form or

cument and theor the successfur all the Equity

DEPOSITORM.

ount” with Ye7. The successfhe Pay-in Date

wledgement of

t in the Applied. Bidders sho

e rejected on thi

Lead Manager. anager.

rmine the Issuemore than 5%

Preliminary Plaent.

h the Lead Mived from the Bon to all such Bue Size shall b

WITH THEALL BIDDERTION OF OUR

AND BIDDD APPLICATAD MANAGE

tation with theCAN shall be s

ayable for Allotf the Escrow A

ent, Pay-in Dater’s account. The

by physical de

serially numbeul Bidders to fuShares Allocat

RY PARTICIP

s Bank Limiteful Bidders will

as mentioned i

f the same.

ication Form. Aould not submitis ground.

Such Bids cann

e Price, which % on the Floor

acement Docum

anager on a dBidders at or abBidders will bebe undertaken su

LEAD MANARS. BIDDERSR COMPANYDERS MAYTION FORMSER IS OBLIG

Lead Managersent, pursuant ttment in their r

Account into whe as well as thee successful Bidelivery along w

ered CAN to thurnish all detailted to such succ

PANT TO A

ed in the naml be required toin, and in accor

Applications wt the general ind

not be withdraw

cannot be lowPrice, in accor

ment with the I

discretionary babove the Issue

e made at the Iubject to valid

AGER IN RESS MAY NOT

Y IN CONSULNOT RECEI

S AT OR ABOGED TO ASS

r, in its sole anto which the derespective namhich such payme probable desigdders would als

with the serially

he successful Bls that may be rcessful Bidders.

ACCEPT THE

e of SMPL-Q deposit the entrdance with, the

201 

 

without this dex register

wn after the

wer than the rdance with

Issue details

asis and in Price shall

Issue Price. Bids being

SPECT OF TE THAT LTATION IVE ANY OVE THE IGN ANY

nd absolute etails of the

mes shall be ments would gnated date, so be sent a y numbered

idders shall required by

E EQUITY

IP Escrow tire amount e respective

Page 204: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

CAN. PayNote: Pay

If the pay

Form and

Our Compagainst Al

In case ofEquity Sh Designate

The EquiAccount”

The Equithave the oDepositorwithout asParticipan

In the casdisclose thExchangeSEBI withShares, outhe RoC aour Comp

In the eve60 days fr15 days frthe rate ofrefunded t Other Ins

Right to R

Our Compwhatsoeveand bindin

Equity Sh

The Allotthe statemhave at leBidder wsuccessful

Equity ShParticipanhave electLimited.

The tradinthe dematdelay in thpart of the

yments are to beyments through

yment is not ma

the CAN of th

pany undertakellotment; or (ii)

f cancellations hares at the Issu

ed Date and All

ity Shares wil” as stated above

ty Shares will boption to re-maries Act. Our Cssigning any rent accounts, our

e of a Bidder whe QIBs’ name

es will make thehin the stipulatur Company is and the SEBI. Tpany after receip

ent that our Corom the date ofrom expiry of thf 12% per annuto the same ban

structions

Reject Applicati

pany, in consuer. The decisionng.

hares in Demate

tment shall be oment issued threast one benef

will be creditedl Bidder.

hares in electronnts. The Stock tronic connecti

ng of the Equityterialized segmehe credit of Eqe Bidders.

e made only thrh cheques are

ade favoring the

he successful Bi

es to utilize the ) repayment of

or default by ue Price among

lotment of Equ

ll not be Alloe.

be issued and Aaterialize the E

Company, at itseason whatsoevr Company will

who has been Ae and the numbe same availablted period as rerequired to disThe Escrow Copt of final listin

mpany is unabf receipt of applhe 60 day perioum from expirynk account from

ions

ultation with thn of our Comp

erialized form

only in dematerough the elec

ficiary account d in electronic

nic form can beExchanges wh

ivity with the N

y Shares to be ent of the Stock

quity Shares to b

rough electronicliable to be rej

e “QIP Escrow

idder are liable

amount deposiapplication mo

the Bidders, oexisting or new

ity Shares

otted unless th

Allotment shallEquity Shares, is sole discretiover. Followingl apply for fina

Allotted more thber of the Equitle on its websitequired under tclose details suollection Bankng and trading a

le to Issue andlication money

od, failing whicy of the sixtiethm which applica

e Lead Managpany and the Ru

rialized form (ictronic mode).

with a Deposform directly

e traded only ohere the EquityNational Secur

issued pursuank Exchanges. Oube issued pursu

c fund transfer.jected.

w Account” wit

e to be cancelled

ited in “QIP Esoney if our Com

our Company aw Bidders at th

he successful

l be made onlyif they so desir

on, reserves thethe Allotment

al trading and li

han five per centy Shares Allote. Our Companthe Companiesuch as your namshall release th

approval for the

d Allot the Equfrom a Bidder,h our Company

h day. The applation money wa

ger, may rejectunning Lead M

i.e., not in phyA Bidder tha

itory Participanto the benefic

on stock exchany Shares to berities Depositar

nt to the Issue wur Company anuant to the Issu

thin the time sti

d.

scrow Accountmpany is not abl

and the Lead Meir sole and abs

Bidders pay

y in dematerialire, as per the pe right to canceand credit of Esting approval f

nt of the Equitytted to such QIBny shall make th

Act and the PAme, address andhe monies lyinge Equity Shares

uity Shares or th, our Companyy shall repay thalication money as remitted by th

Bids, in part oManager in rela

sical certificateat proposes tont prior to makciary account (

nges having eleissued pursuan

ry Limited and

would be in demnd Lead Manage due to errors

ipulated in the

t” only for the ple to Allot.

Manager have tsolute discretio

the Issue Pric

ized form to thprovisions of thel the Issue at Equity Shares ifrom the Stock

y Shares in theB to the Stock he requisite filiAS Rules. If yod the number ofg to the creditfrom the Stock

here is a canceshall repay theat money to sucto be refundedhe Bidders.

or in full, withation to the reje

es but be fungibmake a Bid p

king the Bid. A(with the Depo

ectronic connecnt to the Issued the Central D

materialized foer will not be rein the Applicat

CAN, the App

purposes of (i)

the right to rean.

ce to the “Q

he Allottees. Alhe Companies Aany time up tonto the QIBs’ Exchanges.

e Issue, our ComExchanges and

ings with the Rou are Allotted f Equity Sharesof the Escrow

k Exchanges.

ellation of the Ie application moch Bidders with by our Compa

hout assigning ction of Bids sh

ble and be reprpursuant to the Allotment to aository Particip

ctivity with the are proposed t

Depositary Serv

orm only for allesponsible or lition Form or ot

202 

 

lication

adjustment

allocate the

IP Escrow

llottees will Act and the o Allotment Depository

mpany shall d the Stock

RoC and the any Equity Allotted to Account to

ssue within oney within h interest at any shall be

any reason hall be final

resented by Issue must

a successful pant) of the

Depositary to be listed ices (India)

l Bidders in iable for the therwise on

Page 205: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

The distribis restricteor any ofthem and any circum

General

Except inoffering oDocumentpurpose isPlacementmay be dcomplianccomplianchave madby Investo

India

This PlacShares maexcept as basis and Section 42is neither to any perprospectu

European

In relation“Relevantimplemenoffered orShares whin anotherwith the PShares, wMember S

(a) to perState has i

(b) to (i) f(ii) if that(other thaconsent of

(c) in anythat RelevShares shArticle 3 of the 201

For the puin any Reterms of tEquity Shthat Memimplemen2010/73/E

bution of this Ped by law in ceffering materialto observe suchmstances in wh

n India, no actiof the Equity St or any other s required. Acct Document, an

distributed or pce with any appce with the a

de acknowledgmors”, “Selling R

ement Documeay not be offerpermitted by apis limited to Q

2 of the Compaa public issue

rson other thans with the Regi

n Economic Ar

n to each Memt Member Sta

nted in that Rer sold to the puhich has been ar Relevant MemProspectus Dir

with effect fromState at any time

sons or entitiesimplemented th

fewer than 100 t Relevant Meman “qualified inf the Lead Man

y circumstancesvant Member Sall result in a rof the Prospect0 Amending D

urposes of this elevant Membethe offer and thhares, as the sammber State, thenting measure iEU and includes

Placement Docuertain jurisdictiol are advised toh restrictions. Thich such offer

on has been taShares to occur

material relaticordingly, the ny offering matpublished in orplicable rules a

applicable ICDments and agreeRestrictions” an

ent may not bered or sold direpplicable IndianQIBs and is noanies Act, 2013nor a prospect

n to whom the oistrar of Compa

rea

mber State of thate”), with effelevant Membeublic in that Reapproved by thember State and nrective (defined

m and includinge:

s that are “qualhe 2010 Amend

natural or legamber State has nvestors” as denager; and

s falling withinState) by Articlrequirement fotus Directive as

Directive.

provision, the er State means he Equity Shareme may be vare expression “in each Relevas any relevant i

SELLI

ument or any oons. Therefore,o consult with

This Placement or invitation is

aken or will ber in any jurisding to the ComEquity Sharesterials and anyr from any coand regulations

DR Regulations.ements as descr

nd “Transfer Re

e distributed diectly or indirecn laws and reguot an offer to t3 since the invitus under the Coffer is made. Tanies in India.

he European Ecffect from ander State (the “levant Member

e competent autnotified to the cd below) and tg the Relevant

lified investorsding Directive, a

al persons (otheimplemented th

efined in the 20

n Article 3(2) ole 1(3) of the 2r the publicatios amended (to t

expression an “the communic

es to be offeredried in that Me“Prospectus D

ant Member Staimplementing m

ING RESTRIC

offering materia, persons who mtheir own lega

Document maynot authorized

e taken by theiction, or the p

mpany or the Emay not be oadvertisement

ountry or jurisdof any such c

. Each purchaseribed under the

estrictions”.

irectly or indirctly in India to,ulations, underthe public. Thiitation or offer ompanies Act,

This Placement

conomic Area tincluding the

“Relevant Impr State prior tothority in that Rcompetent auththe 2010 Amen

Implementatio

s” as defined inas defined in the

er than “qualifiehe 2010 Amend010 Amending

of the Prospectu2010 Amendinon by our Comthe extent impl

“offer of Equityation in any fo

d so as to enablmber State by

Directive” meanate and the exp

measure in each

CTIONS

al and the offerimay come intoal advisors as

y not be used fod.

Company or tpossession, circuEquity Shares in

ffered or sold,s in connectiondiction exceptountry or juriser of the Equitye sections titled

rectly in India, or for the accwhich an offer

is Issue is a “pis to be made o2013 or an adv

t Document has

that has impleme date on whicplementation Dthe publication

Relevant Membhority in that Rnding Directiveon Date, may b

n the Prospectue 2010 Amendi

ed investors” asding Directive, Directive), in

us Directive asng Directive, prmpany or the L

emented in that

y Shares to theorm and by anye an investor toany measure imns Directive 2pression “2010

h Member State

ing, sale or delipossession of tto what restrict

or the purpose o

the Lead Manaulation or distrn any jurisdict directly or indn with the offeunder circums

sdiction. The y Shares in thi

d “Notice to Inv

or to residentscount or benefir is strictly on aprivate placemeonly to QIBs. Tvertisement ands not been and

mented the Proch the ProspecDate”), the Eqn of a prospectuber State or, wh

Relevant Membee (defined belowbe offered to th

us Directive or,ing Directive;

s defined in the, fewer than 15each case subj

s amended (to trovided that noead Manager ot Relevant Mem

public” in relay means of sufo decide to purmplementing th2003/71/EC an0 Amending D.

ivery of the Eqthis Placementtions may be apof an offer or in

ager that wouldribution of thision where actiodirectly, and n

ering of the Eqstances that wi Issue will be

is Issue will bevestors”, “Repr

s of India and t of, any residea private and cent” within the This Placementd should not bewill not be reg

spectus Directictus Directive quity Shares mus in relation tohere appropriateer State, all in w), except that he public in tha

if that Releva

e Prospectus Di0 natural or leject to obtainin

the extent implo such offeringof a prospectus mber State) by A

ation to any Eqfficient informarchase or subsche Prospectus Dnd includes anirective” mean

203 

 

quity Shares t Document pplicable to nvitation in

d permit an s Placement on for such

none of this quity Shares ill result in e made in

e deemed to resentations

any Equity ent of India confidential meaning of t Document e circulated

gistered as a

ive (each, a is or was

may not be o the Equity e, approved accordance the Equity

at Relevant

ant Member

irective); or gal persons

ng the prior

lemented in g of Equity pursuant to Article 1(3)

quity Shares ation on the ribe for the

Directive in ny relevant ns Directive

Page 206: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Neither outhrough an

Hong Kon

The PlacePlacement(Winding Futures CRecipientscontents o

The PlaceShares nodistributed

� to “p

(“Pro� in oth

CO n

Unless peHong Konthe contenShares wh

Any offersubscriptioPlacementthis Placethe public

Kuwait

The Issuenor has oCommercincluding or persons

Oman

This Placemarketingsubscriptihave a prmade in an

By receivagrees thaMinistry oand neithMinistry oto market

The Equiin the Sult

Qatar

This PlaceQatar (inc

ur Company nony financial int

ng

ement Document Document haUp and Misce

Commission (“s are advised tof this Placem

ement Documer an advertisemd in Hong Kong

professional invofessional Inveher circumstancnor constitute an

ermitted by the ng or elsewhernt of which is hich are or are i

r of the Equityon for the Equt Document ma

ement Documenc in Hong Kong

e has not beenour Company e and Industry the receipt of a

s representing o

ement Documeg of the Equityon for Equity S

resence or reprend under the law

ving this Placemat this Placemof Commerce aer our Companof Commerce aor sell the Equ

ity Shares offetanate of Oman

ement Documecluding the Qat

or the Lead Mantermediary on t

nt has not beenas not been, anellaneous ProviSFC”) in Honto exercise caument Document

ent does not coment of the Equg other than:

vestors” withinestors”); or ces which do non offer to the pu

securities lawsre, any advertislikely to be ac

intended to be d

y Shares will buity Shares wilay issue, circulant to any otherg within six mo

n approved byreceived authoto market or s

applications andour Company.

ent and the Equy Shares has beShares may or wesentation in thws of India.

ment Documenment Documentand Industry, thny nor the Leand Industry, thuity Shares with

ered under thin.

ent does not, anar Financial Ce

nager has authotheir behalf, oth

n reviewed or and will not besions) Ordinanng Kong pursu

ution in relationt, they should

onstitute an offuity Shares in H

n the meaning

ot result in thisublic which requ

s of Hong Kongement, invitatioccessed or readdisposed of onl

be personal toll only be acceate or distributer person. No peonths following

y the Kuwaitorization or licsell the Equityd/or the allotme

uity Shares offereen or will bewill be effectedhe Sultanate of

nt, the person ot has not beenhe Oman Capitad Manager arhe Oman Capithin the Sultanat

s Placement D

nd is not intendentre) and acco

orized, nor do thher than offers

approved by anye, registered asnce (Cap 32) (“uant to the Sen to the Offer. obtain indepen

fer or invitatioHong Kong. The

g of the SFO a

Placement Docuires authorizat

g, no person mon or documend by, the publicy to persons ou

the person toepted from suche this Placemenerson allotted Eg the date of is

Central Bankcensing from tInterests withinent of Equity S

red under it aremade by our

d or undertakenf Oman and an

or entity to whon registered ortal Market Authre authorized oal Market Authte of Oman.

Document have

ded to, constiturdingly should

hey authorize, tmade by our C

y regulatory aus a “prospectus“CO”) nor hasecurities and FIf recipients a

ndent professio

on to the publice Placement Do

and any rules

cument being ation by the SFC

may issue or havnt relating to thc of Hong Kon

utside Hong Ko

whom relevanh person. No pnt Document inEquity Shares msue of such Equ

or the Kuwaithe Kuwait Cen Kuwait. The

Shares may be r

e issued and goCompany from

n within the Suny purchase of

om it has beenr approved byhority or any otor licensed byhority or any o

e not and will

ute an invitationnot be construe

the making of aCompany or the

uthority in Hons” in Hong Koit been authori

Futures Ordinaare in any d

onal advice.

c in Hong Konocument must n

made under t

prospectus as dC under the SFO

ve in its posseshe Equity Shareng other than wng or only to Pr

nt offer documperson who han Hong Kong omay sell, or ofuity Shares.

it Ministry ofentral Bank orerefore, no servrendered within

overned by them within the Sultanate of Omathe Equity Sha

n issued unders the Central Bther authority ithe Central B

ther authority i

l not be listed

n or an offer ofed as such. The

any offer of EqLead Manager

ng Kong. In parong under the ized by the Sec

ance (Cap 571)doubt about a

ng to acquire not be issued, c

that ordinance

defined in the O.

ssion for issue, es, which is dirwith respect to rofessional Inve

ments are deliveas received a cor make or giveffer to sell, such

Commerce anr the Kuwait Mvices relating ton Kuwait by ou

laws of India. Nultanate of Om

an. Our Companares will be de

stands, acknowBank of Oman,in the Sultanate

Bank of Oman, in the Sultanate

d on any stoc

f securities in te Equity Shares

204 

 

quity Shares r.

rticular, this Companies curities and ) (“SFO”).

any of the

any Equity irculated or

whether in rected at, or

the Equity estors.

ered, and a opy of this e a copy of h Shares to

nd Industry, Ministry of o the Issue,

ur Company

No offer or man and no ny does not emed to be

wledges and , the Oman e of Oman,

the Oman e of Oman,

k exchange

the State of s have not

Page 207: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

been, and Equity Sh

By receivand agreeapproved Authority authorized

RegulatorState of Qfor generaconsumm

No markeEquity Shbe receiveany contraindividualother finaaccountinSingapor

The PlaceSingaporeShares maDocumentof the Eq“institutioexemption275(1A), accordanc

Where thecorporatioinvestmeninvestor; obeneficiarof that corsix monthexcept: (1SFA, or tdebentureS$200,000exchange 275 of thelaw.

United Ar

The EquitEmirates (Financial Centre setin the U.Aor otherwlicensed bAuthority not been aAuthority selected inperson otcontents oprovided f

shall not be, ofhares shall not c

ving this Placems that: (a) neithby the Qatar or any other

d or licensed by

ry Authority, orQatar; (c) this Pal circulation iated within the

eting of the Eqhares may or wed from outsideact in Qatar. Nls resident in tancial productsg or other profee

ement Documee (“MAS”) unday not be offeret or any other dquity Shares bonal investor” n invoked undeand in accord

ce with the cond

e Equity Shareon (which is notnts and the entor (b) a trust (wry of the trust irporation or the

hs after that cor) to an institutito any person

es of that corp0 (or its equivaof securities or

e SFA; (2) whe

rab Emirates (

ty Shares have(“U.A.E.”) othCentre should

t out below. ThA.E. in accordawise and is notby or registeredor any other re

approved by or or the Dubai

nstitutional andther than the of this Placemfor the benefit

ffered, sold or dconstitute a pub

ment Documenher this Placem

Central Bankauthority or a

y the Qatar Cen

r any other authPlacement Docuin the State ofState of Qatar.

quity Shares haill be consumm

e of Qatar. ThisNeither our Com

he State of Qa. Nothing contessional advice

ent has not beder the Securitied or sold, or mdocument or mbe circulated owithin the mer Section 274, (ance with the ditions of, any o

es are subscribet an accredited tire share capitwhere the trustes an individuale beneficiaries’rporation or thaional investor upursuant to anoration or such

alent in a foreigr other assets, ere no consider

(excluding the

e not been, andher than in comd have regard the information cance with the Cot intended to bd with the Cenelevant licensinfiled with the CFinancial Serv

d sophisticated ioriginal recipi

ment Document,of the recipien

delivered at anyblic offer of sec

nt, the person oment Document

, the Qatar Figency in the S

ntral Bank, the Q

hority or agencument may notf Qatar; and (

as been or willmated within ths Placement Dompany nor the Latar as to the atained in this Pin, or in respec

een and will nies and Futures

made the subjecmaterial in conneor distributed,eaning of Sec(ii) to a relevanconditions speother applicable

ed or purchasedinvestor (as deal of which isee is not an accl who is an acc rights and inteat trust has acqunder Section 2n offer that is mh rights or int

gn currency) forand further forration is or will

Dubai Interna

d are not beingmpliance with th

to the specificcontained in thiommercial Com

be a public offntral Bank of tng authorities oCentral Bank ovices Authorityinvestors, is noent or reprodu, you should ct only, and sho

y time, directlycurities in the S

or entity to whonor the Equity

inancial MarkeState of Qatar;Qatar Financial

cy in the State ot be provided tod) no agreeme

l be made fromhe State of Qataocument shall nLead ManagerappropriatenessPlacement Docct of, the State o

not be registers Act (Chapterct of an invitatiection with thewhether directtion 274 of th

nt person pursuacified in Sectioe provision of th

d under Sectionefined in Sectio

owned by onecredited investocredited investoerest (howsoevequired the Equit74 of the SFAmade on termsterest in that tr each transactia corporation,

l be given for t

ational Financi

g, publicly offehe laws of the U

notice to prosis Placement Dmpanies Law (Ffer. Our Compathe United Ara

or governmentaof the United Ay. This Placemeot for general ciuced or used onsult an auth

ould not be deli

y or indirectly, itate of Qatar.

om it has beeny Shares have bets Authority,; (b) neither oul Markets Autho

of Qatar, to mao any person otent relating to

m within the Star. Any applicanot form the bas

are, by distribus of investing iument is inten

of Qatar.

red as a prospr 289) of Singaion for subscrip offer or sale, otly or indirectlhe SFA and inant to Section 2on 275, of thehe SFA.

n 275 of the Sn 4A of the SFe or more indior) whose sole or, shares, debener described) inty Shares pursuor to a relevan

s that such shatrust are acquiron, whether suc in accordancethe transfer; or

ial Centre)

ered, sold, promU.A.E. Prospecspective investocument does n

Federal Law Noany and the Eqab Emirates, thal agencies in th

Arab Emirates, tent Document irculation in thefor any other

horized financiavered to, or rel

in the State of Q

n provided to ubeen registered,the Qatar Finaur Company nority, the Qatar

arket or sell thether than the orthe sale of th

tate of Qatar aations to investsis of, or be reliuting this Placein or purchasin

nded to constitu

pectus with theapore (“SFA”)ption or purchasor invitation foly, in Singapon accordance w275(1), or any p SFA, or (iii)

FA by a relevFA)) the sole buividuals, each opurpose is to hntures and units

n that trust shaluant to an offer

nt person defineares, debenturesred at a consich amount is towith the condi(3) where the

moted or adverctive investorsors in the Dubnot constitute ao. 8 of 1984 ofquity Shares hahe Emirates Sehe U.A.E. This the Emirates Seis being issue

e U.A.E. and mpurpose. If y

al adviser. Thislied on by, any

Qatar. Any offe

understands, ack, considered, auancial Centre

nor the Lead Mr Financial Cen

e Equity Sharesriginal recipienhe Equity Shar

and no subscripin the Equity Sied on in conne

ement Documenng or selling seute investment,

e Monetary A. Accordingly, se nor may thisr subscription oore other thanwith the conditperson pursuantother pursuant

ant person whiusiness of whichof whom is anhold investmens of shares and l not be transfer made under S

ed in Section 27s and units of deration of no

o be paid for initions specifiedtransfer is by o

rtised in the Uin the Dubai In

bai Internationaa public offer of the U.A.E., asave not been acurities and Co Placement Do

ecurities and Cod to a limited

may not be provyou do not unds Placement Dother person.

205 

 

ering of the

knowledges uthorized or Regulatory

Manager are ntre

s within the

nt and is not res shall be

ption to the Shares shall ection with, nt, advising ecurities or , legal, tax,

Authority of the Equity

s Placement or purchase

n (i) to an tions of an t to Section t to, and in

ich is: (a) a h is to hold

n accredited ts and each debentures

erred within Section 275 75(2) of the shares and

ot less than n cash or by d in Section operation of

United Arab nternational al Financial of securities s amended)

approved or ommodities cument has ommodities number of

vided to any derstand the

Document is

Page 208: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Dubai Int

This Placeof the Dupersons ofresponsibithis PlaceShares to purchasernot underavoidancemeaning othe Dubai

United Ki

The Equitthis PlaceMarkets communicactivity (wArticle 19“Financiaof the Fiour Compdone by itto engagepurchase Section 2possessionFSMA in Kingdom.

United St

The Equitsecurities exemptionaccordancthe Issue. (as definethe Issue wmade theRestriction

ternational Fin

ement Documeubai Financial f a type specifiility for reviewment Documenwhich this Plas of the Equityrstand the conte of doubt, theof either the CoFinancial Serv

ingdom (in add

ty Shares offerement DocumenAct 2000, as cated and will owithin the mean9(5) of the Fal Promotion Oinancial Promopany; and (b) ht in relation to t in investment of any Equity1(1) of the FSn this documerespect of any

.

tates of Americ

ty Shares offerlaws of any st

n from, or in ce with any appThe Equity Sh

ed in Regulationwas made in co

e representations”.

nancial Centre

ent relates to anServices Authoied in those rul

wing or verifyinnt nor taken stepacement Documy Shares offeredtents of this Pe Equity Shareollective Investmvices Authority R

dition to the E

red in the Issuent have not bee

amended (theonly communicning of Sectioninancial Servic

Order”), or (ii)otion Order orhas complied anthe Equity Sharactivity (within Shares, may

SMA does not ent comes to iything done in r

ca

red in the Issutate of the Unit

a transaction plicable state sehares are being on S) in accordaompliance withns, warranties

e

n exempt offer ority (the “DFSes. It must notng any documeps to verify the

ment relates mayd in the Issue s

Placement Docus are not interment Law (DIFRulebook.

uropean Econo

e cannot be proen approved bye “FSMA”). cate or cause ton 21 of the FSces and Marke) fall within anyr otherwise in cnd will complyres in, from or on the meaning oonly be commapply. It is thinform themserelation to an in

ue have not beted States and m

not subject toecurities laws. Toffered and solance with Reguh Regulation S,, acknowledge

(an “Exempt OSA”). This Plabe delivered to

ents in connecte information sey be illiquid anhould conductument, you shrests in a ‘‘funFC Law No. 2 o

omic Area sell

omoted in the Uy an authorizedThe Lead Mabe communica

SMA), to personets Act 2000y of the categcircumstances iy with all applicotherwise involvof Section 21 o

municated or cae responsibility

elves about annvestment in Eq

een and will nmay not be offo, the registratThe Equity Shald in the Issue oulation S. To he

each purchaseements and un

Offer”) in accoacement Documo, or relied on btion with Exemet out in it, andnd/or subject totheir own due d

hould consult and’’ or a ‘‘colof 2010) or the

ing restriction

United Kingdomd person withinanager (a) maated an invitations who (i) are(Financial Pro

gories of persoin which sectiocable provisionving the Unitedof FSMA) in coaused to be coy of all person

nd to ensure obquity Shares in

not be registerefered or sold intion requireme

ares are not beinonly outside theelp ensure that ter of Equity Shandertakings set

ordance with thement is intendeby, any other p

mpt Offers. Thed has no respono restrictions ondiligence on than authorized fllective investmCollective Inv

ns above)

m to the genern the meaning y only comm

on or inducemee investment promotion) Orderons described ion 21(1) of the ns of the FSMAd Kingdom. Anonnection with,ommunicated inns under whosebservance of al

n, from or otherw

ed under the Un the United Staents of the U.ng offered or soe United States the offer and saares in the Issut forth in the

e Offered Secued for distributperson. The DFe DFSA has nonsibility for it. n their resale. Pe Equity Sharefinancial advisment scheme’’ estment Rules M

ral public. The of Financial Se

municate or caunt to engage in rofessionals falr 2005, as amin article 49(2FSMA does n

A with respect ty invitation or i, or relating to, n circumstancee control or ill applicable prwise involving,

U.S. Securities ates except purS. Securities Aold in the Unitein “offshore tr

ale of the Equitue will be deem

section titled

206 

 

urities Rules ion only to

FSA has no ot approved The Equity Prospective s. If you do er. For the within the

Module of

contents of ervices and used to be investment

lling within mended (the 2)(a) to (d) not apply to to anything inducement the sale or

es in which nto whose rovisions of , the United

Act or the rsuant to an Act and in ed States in ransactions” ty Shares in med to have d “Transfer

Page 209: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Pursuant tpermitted making anQIBs, inclthat are ap

United St

The Equitsecurities exemptionwith any a

Each purc

Any resalthe above-

to Chapter VIIfor a period

ny resale, pledgluding FVCIs, Vpplicable to them

tates of Americ

ty Shares offerlaws of any st

n from, or in a applicable state

chaser of the Eq

Represent and the Equity Sha

Represent and United States (was outside theoriginated.

Represent and Equity Shares

Acknowledge tsecurities law oaffiliates that transaction comfrom registratistates of the U

Represent and the Equity Sharespect to eachand agreement

Acknowledge truth and accuCompany and have been madour Company

e or other trans-stated restrictio

II of the ICDRof one year frge or transfer oVCFs and AIFm.

ca

red in the Issutate of the Unittransaction notsecurities laws

quity Shares, by

warrant to ourares to it is in co

warrant to ou(within the meae United States

warrant to ouras a result of an

that the Equity of any state of it will not of

mplying with Rion under the UUnited States an

warrant to ourares as fiduciarh such account ts on behalf of e

that our Compuracy of the fo

the Lead Mande by virtue of

and the Lead

sfer, or attemptons will not be

TRANS

R Regulations,rom the date oof our Equity Ss, in this Issue

ue have not beted States and mt subject to, the.

y accepting deliv

r Company, theompliance with

ur Company, thaning of Regulas (within the m

Company, theny “directed se

Shares have nothe United Sta

ffer, sell, pledRule 903 or RuU.S. Securitiesnd any other ju

r Company, thery or agent for

and that it haseach such accou

pany, the Leadforegoing acknonager that if aits purchase of

d Manager.

ted resale or othrecognized by o

SFER RESTRI

any resale of Eof Allotment. IShares. In additmay be subjec

een and will nmay not be offe registration re

very of this Pla

e Lead Manageh all applicable

he Lead Managation S) at the teaning of Regu

Lead Managerlling efforts” (a

ot been and wiates and warrange or otherwis

ule 904 of Regus Act and in aurisdiction, inclu

e Lead Manageone or more in

s full power tount.

d Manager andowledgements, any such acknof the Equity Sh

her transfer, ofour Company.

CTIONS

Equity Shares,Investors are ation to the abot to lock-in req

not be registerefered or sold inequirements of t

cement Docum

er and its respelaws and regul

ger and its resptime the offer oulation S) when

r and its respecas defined in Re

ll not be registet to our Compase transfer theulation S or puaccordance wituding India.

er and its respenvestor accoun

o make the fore

its respectiverepresentation

owledgements,hares are no l

f the Equity Sha

except on the advised to conve, allotments

quirements unde

ed under the Un the United Stathe U.S. Securi

ment, will be dee

ective affiliateslations.

pective affiliatof the Equity Shn its buy order

ctive affiliates tegulation S).

ered under theany, the Lead Me Equity Shareursuant to any oth all applicab

ective affiliate snts, it has sole iegoing acknowl

affiliates, and ns and warranti, representationlonger accurate

ares made othe

Stock Exchansult legal counof Equity Shar

er the rules and

U.S. Securities ates except purities Act and in

emed to:

that the offer

es that it was hares was madefor the Equity

that it did not p

U.S. SecuritiesManager and itses except in aother available

ble securities la

s that if it acquinvestment discledgments, repr

others will relies and warra

ns or warrantiese, it will prom

er than in comp

207 

 

nges, is not nsel prior to res made to regulations

Act or the rsuant to an accordance

and sale of

outside the e to it and it Shares was

purchase the

s Act or the s respective an offshore exemption aws of the

uired any of cretion with resentations

ly upon the ant to our s deemed to

mptly notify

pliance with

Page 210: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

1. Ou

lim

2. Th(E

3. Ou

As21

4. Th

pu

5. Fo

6. OuReDCEx

7. Th

8. Co

we

9. Expopr

10. Ex

pranIss

11. Ex

an

12. Ouauyegu

13. Ouun

14. Th

pethdi

ur Company imited liability h

he registered anEast) Mumbai- 4

ur Company’s s on date of t15605773 divid

he Issue was ursuant to their

or the main obje

ur Company hegulations on CS/IPO/CS/28(xchanges.

he Compliance

opies of the Meekday between

xcept as discloosition of our repared in accor

xcept as discroceedings againy pending or tsue.

xcept as disclond authorization

ur Company’s udited, the consears 2016, 2015uidelines issued

ur Company conder the SCRR

he floor price fer Equity Sharee Shareholdersscretion, offer a

s incorporatedhaving CIN L21

nd corporate o400 093, Mahar

authorized sharthis Placement

ded into 215605

authorized andspecial resoluti

ects of our Com

has applied forfrom NSE vid1)/524/2016-17

e Officer for th

Memorandum an 11:00 a.m. to

osed in this PCompany sincrdance with Ind

closed in thinst or affectingthreatened litiga

osed in this Pns required in co

statutory audsolidated financ5 and 2014, and by the ICAI.

onfirms that it and as required

for the Issue, ase with references dated Augusa discount of up

d in the Repub1098MH1995P

ffice of our Corashtra, India.

re capital is Rst Document, o

5773 Equity Sha

d approved byon dated 29th A

mpany, please re

r and obtainedde letter no. N7 dated 15th N

he purpose of th

and Articles wo 3:00 p.m. (exc

lacement Docue March 31, 2

dian GAAP and

his Placement g our Companyation or arbitra

Placement Doconnection with

ditors are M/scial statementsd are the indep

is in compliand under the Listi

s calculated ine to Novembert 29, 2016, anp to [5]% to the

GENE

blic of India uLC086337.

ompany is loca

. 27,00,00,000our Company’sares of Re. 1 ea

y the Board onAugust 2016.

efer to the Mem

d in-principle aNSE/LIST/93734November, 2016

he Issue is Mr.

will be availablcept Saturdays

ument, there a2016, the date the Companies

Document, y or our Compaation proceeding

cument, our Cthe Issue.

s Bhuta Shaand standalone

pendent auditor

nce with the ming Regulations

accordance witr 15, 2016, as thnd Regulation e Floor Price.

ERAL INFORM

under the Com

ated at 5/6 Pap

divided into 27s issued, subscch.

n 25th July 20

morandum.

approval in ter4 dated 15th N6 for the listi

. Manik R Mak

le for inspectioand public holi

are no significaof the last au

s Act included h

there are nany’s assets orgs, which are o

Company has

h & Co. LLe financial staters with respect

minimum publics.

th Regulation 8he Relevant Da85(1) of the I

MATION

mpanies Act, 1

pa Industrial Est

7,00,00,000 Eqcribed and paid

016, and appr

rms of RegulaNovember, 2016ing of the Eq

kwana, Compan

on during usuaidays), at the R

ant changes inudited consolidherein.

no material lrevenues, nor

or might be ma

obtained nece

LP, Charteredements of our Cto our Compan

c shareholding

85 of the ICDRate. In accordaICDR Regulati

956, as a com

tate, Suren Roa

quity Shares of d-up share cap

roved by the S

ations 28(1) of6 and BSE vid

quity Shares on

ny Secretary.

al business houRegistered Offic

n the financialdated financial

litigation or is our Compan

aterial in the co

ssary consents

d Accountants, Company for thny in accordan

requirements a

R Regulations, ance with the reons, the Board

208 

 

mpany with

ad, Andheri

Re. 1 each. pital is Rs.

Shareholders

f the Listing de letter no. n the Stock

urs on any ce.

l or trading statements,

arbitration ny aware of ntext of the

s, approvals

who have he financial

nce with the

as specified

is Rs. 4.30 esolution of d may at its

Page 211: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

Our Compcomplied Schedule business hstatements

Signed by (Amrut Chairma Date: NovPlace: Mu

Signed by: (Manik RCompany Date: NovePlace: Mum Signed by: (Rajesh BChief Fin Date: NovePlace: Mum

pany certifies thwith and no XVIII of the

have been obtas in this Placem

y:

P. Shah) an and Mana

vember 15, 201umbai

R Makwana) y Secretary

ember 15, 2016mbai

B. Jain) ancial Office

ember 15, 2016mbai

hat all relevantstatement madICDR Regulat

ained, are currement Document

aging Directo

16

6

er

6

D

t provisions of Ce in this Placetions and thatently valid andare true and co

r

DECLARATIO

Chapter VIII anement Documeall approvalshave been com

orrect.

ON 

nd Schedule XVent is contrary and permissionmplied with. O

VIII of the ICDto the provisi

ns required to Our Company fu

DR Regulationsions of Chaptecarry on our

further certifies

209 

 

 

s have been er VIII and Company’s that all the

Page 212: FINAL DRAFT OFFER DOCUMENT 15.11 - bseindia.com · ade to the NSE y for the correctn e taken as an indi nafter), has been rve Bank of India t (which will inclu the requisite filin

I am

(i)

(ii)

(iii) Sign

(AmChai

DatePlac

I amrequhavematesubs

It is

Sign

AmrChai

DatePlac

m duly authorized

the Compan

the compliandebentures, i

the monies r includes disc

ned by:

mrut P Shah) irman & Managi

e: November 15,ce: Mumbai

m authorized by uirements of Come been compliederial to the subjcribing to the M

further declared

ned by:

rut P Shah irman & Managi

e: November 15,ce: Mumbai

d by the Board o

ny has complied

nce with the Cif applicable, is g

received under closures prescrib

ing Director

, 2016

the Board of Dimpanies Act, 20d with. Whateveect matter of th

Memorandum of A

d and verified th

ing Director

, 2016

of Directors of th

d with the prov

ompanies Act, guaranteed by th

the offer shall bbed under Form P

irectors of the C13 and the ruleser is stated in this form has beAssociation and

hat all the requir

DE

he company be a

visions of the

2013 and the rhe Central Gover

be used only foPAS-4).

Company, vide rs made thereundthis form and i

een suppressed othe Articles of A

ed attachments h

CLARTION

and hereby certi

Companies Act

rules does notrnment; and

or the purposes

resolution datedder in respect ofn the attachmenor concealed anAssociation.

have been comp

fy that:

t, 2013 and the

imply that paym

and objects ind

November 15, f the subject mants thereto is tr

nd is as per the

pletely, correctly

e rules made th

ment of dividen

dicated in the P

2016, to sign thatter of this formrue, correct and

e original record

y and legibly att

hereunder;

nd or interest o

lacement Docum

his form and decm and matters ind complete and ds maintained by

ached to this for

210

or repayment of

ment (which

clare that all thencidental thereto

no informationy the promoters

rm.

 

f

n


Recommended