LUMINAIRE TECHNOLOGIES LIMITED - V C Corporates · LUMINAIRE TECHNOLOGIES LIMITED ... Company was...

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DRAFT LETTER OF OFFER Private and Confidential

LUMINAIRE TECHNOLOGIES LIMITED (Originally incorporated on 22.07.1985 under the Companies Act, 1956 as “Nandini Syntex Limited”. The name of the Company was subsequently changed to “Strauss Industries & Exports Limited” and a fresh Certificate of Incorporation consequent on Change of Name was obtained on 03.07.1995. The name of the Company was lastly changed to the present name “Luminaire Technologies Limited” and a fresh Certificate of Incorporation was obtained on 09.12.1999. The Registered Office of the Company was shifted from 214, Link-Way Estate, CTS No. 1093, New Link Road, Malad (West), Mumbai –400 064 to 601/602, “Sukh Sagar”, N.S. Patkar Marg, Girgaum Chowpatty, Mumbai- 400007 w.e.f. 08.08.2007).

(Regn. No. –: 036919 of 1985 CIN No. L17120MH1985PLC036919)

Registered Office : 601 & 602, Sukh Sagar,

N.S. Patkar Marg, Girgaum Chowpatty, Mumbai–400007 Maharashtra. Tel No : (022) 6618 8800; Fax No : (022) 6618 8899 E-Mail : [email protected] Contact Person: Mr. Nitesh Kumar Kabra, Compliance Officer, Director

FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANY ONLY LETTER OF OFFER

Issue of 12,00,00,000 Equity Shares of Re. 1 each for cash at par aggregating to Rs. 1200 Lacs (Rupees Twelve Hundred Lacs) on Rights basis to the existing Equity Shareholders of the Company in the ratio of 5(Five) Equity Shares for every 1(One) Equity Share held on Record Date i.e. [*]. The Face Value of the Equity Share is Re. 1 and Issue Price is at par with the face value. GENERAL RISK

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue including the risks involved. The securities have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. Investors are advised to refer to “Risk Factors” on page [*] of this Letter of Offer before making an investment in this issue. ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Letter of

Offer contains all information with regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING ARRANGEMENTS

The Equity Shares offered through this Draft Letter of Offer are proposed to be listed on the Bombay Stock

Exchange Limited (BSE) where the existing Equity Shares of our Company are listed. We have received in-principle approvals from BSE for the listing of the Equity Shares to be allotted pursuant to the Issue, vide letters dated [*]. BSE is the Designated Stock Exchange.

LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE VC CORPORATE ADVISORS PVT. LTD.

ADROIT CORPORATE SERVICES PVT. LTD.

SEBI Regn. No. INM000011096 SEBI REGN NO: INR 000002227

31, Ganesh Chandra Avenue 19/20, Jaferbhoy Industrial Estate,

2nd Floor, Suite No. 2C

Kolkata-700 013

1st floor, Makwana Road,Marol Naka,

Andheri (East), Mumbai - 400 059.

Ph: (033) 2225 3940 / 3941 Ph: (022) 2859 0942

Fax:(033) 2225 3941 Fax: (022) 2850 3748

Web Site : www.vccorporate.com Website: www.adroitcorporate.com

E-mail: - [email protected] Email: [email protected]

Contact Person : Tanmay Kumar Saha

Contact person: Mrs. Veena Shetty

ISSUE PROGRAM ISSUE OPENS ON LAST DATE FOR RECEIPT OF REQUESTS

FOR SPLIT APPLICATION FORMS ISSUE CLOSES ON

LUMINAIRE TECHNOLOGIES LIMITED

TABLE OF CONTENTS

Section TITLE Page No.

A DEFINITIONS AND ABBREVIATIONS

I. Definitions

II. Conventional / General Terms ……………………………………………………………………………………………

III. Issue related terms ……………………………………………………………………………………

IV. Company / Industry related terms …………………………………………………………………………………….

V. Abbreviations ………………………………………………………………………………………………………………………

B RISK FACTORS (including Forward Looking Statements) ………………………………………………

C INTRODUCTION

I. Summary ……………………………………………………………………………………………………………………….

II. Offering Details ……………………………………………………………………………………………………………..

III. Summary of Financial, Operating and Other Data ……………………………………………………….

IV. General Information ………………………………………………………………………………………………………

V. Capital Structure …………………………………………………………………………………………………………..

VI. Object of the Issue ………………………………………………………………………………………………………..

VII. Basic Terms of the Issue ……………………………………………………………………………………………….

VIII. Basis for Issue Price ………………………………………………………………………………………………………

IX. Tax Benefits …………………………………………………………………………………………………………………..

D ABOUT THE ISSUER COMPANY

I. Industry Overview ………………………………………………………………………………………………………….

II. Business Overview ………………………………………………………………………………………………………..

III. Key Industry Regulations ……………………………………………………………………………………………..

IV. History and Corporate Structure of the Company ……………………………………………………….

V. Management of the Company ……………………………………………………………………………………….

VI. Promoter & Promoter(s) Group …………………………………………………………………………………..

VII. Currency of Presentation ………………………………………………………………………………………………

VIII. Dividend Policy. ………………………………………………………………………………………………………………

E FINANCIAL DETAILS

I. Financial Information of the Issuer Company ………………………………………………………………

II. Financial Information of the Group Companies ……………………………………………………………

III. Management Discussion and Analysis of Financial Condition ………………………………………

F LEGAL AND OTHER INFORMATION

I. Outstanding Litigation And Material Developments ……………………………………………………..

II. Government Approvals / Licensing Arrangements ……………………………………………………….

G OTHER REGULATORY AND STATUTORY DISCLOSURES ……………………………………………………

H OFFERING INFORMATIONS ………………………………………………………………………..…………………………

I DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION

J LIST OF MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION …………………………

K DECLARATION …………………………………………………………………………………………………………………………


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A. DEFINITION AND ABBREVIATIONS

CONVENTIONAL / GENERAL TERMS

Terms Description AGM Annual General Meeting

Articles/Articles of association

Article of Association of Luminaire Technologies Limited.

Companies Act/ the

Act

The Companies Act, 1956, as amended from time to time.

Depository A depository registered with SEBI under the SEBI (Depositories and Participants) Regulations, 1996, as amended from time to time.

Depositories Act The Depositories Act, 1996, as amended

Depository Participant

A depository participant as defined under the Depositories Act

FEMA Foreign Exchange Management Act, 1999, as amended from time to time, and the Regulations framed there under

FDI Foreign Direct Investment

FII Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors) Regulations 1995), registered with SEBI under applicable laws in India

Financial year / Fiscal

year / FY

Period of twelve months ended March 31 of that particular year

FCNR Account Foreign Currency Non Resident Account

Memorandum/MoA/ Memorandum of Association

The Memorandum of Association of Luminaire Technologies Ltd.

NRI Non-Resident Indian, as defined under Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended

RBI The Reserve Bank of India

SEBI Securities and Exchange Board of India.

SEBI DIP Guidelines SEBI (Disclosure & Investor Protection) Guidelines, 2000, as amended

SEBI Act Securities and Exchange Board of India Act, 1992 as amended

SEBI Takeover Regulations / Regulations / SAST

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations 1997, as amended

ISSUE RELATED TERMS

Allotment Issue or transfer, as the context requires, of Equity Shares pursuant to the Offer to the successful applicants as the context requires Companies Act, 1956 and subsequent amendments thereof.

Allottee The successful applicant to whom the Equity Shares are being/have been issued or transferred.

Applicant Any prospective investor who makes an application for Equity Shares in terms of this Letter of Offer.

Designated Stock Exchange

Bombay Stock Exchange Ltd. (BSE)

Equity Shares Equity shares of the Company of Re. 1/- each unless otherwise specified in the context thereof

First Applicant The Applicant whose name appears first in the Application Form.

Promoter Unless the context otherwise requires, refers to IndiaNivesh Ltd

Registrar or registrar to the Issue

Adroit Corporate Services Private Limited, a company incorporated under the Companies Act, having its registered office at 19/20, Jaferbhoy Industrial Estate,

1st floor, Makwana Road, Marol Naka, Andheri (East), Mumbai 400 059.


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COMPANY / INDUSTRY RELATED TERMS

Auditors The statutory auditors of the Company, viz, CLB & Associates, Chartered Accountants.

Board of Director/ Board The Board of Directors of Luminaire Technologies Ltd or a committee thereof.

Equity Shareholders

Equity Shareholders of the Company whose names appear as; • Beneficial owner as per the list furnished by the Depositories in respect of the

Equity Share held in electronic form as on the Record Date [*] and • Members on the Register of Members of the Company in respect of the Equity

Share held in physical form as on Record Date [*].

Face Value Value of paid up equity capital per Equity Share, in this case being Re. 1/- each

LUMINAIRE

TECHNOLOGIES LIMITED/ We / Us / Our / Issuer Company / the Company / the issuer

Unless the context otherwise requires, refers to Luminaire Technologies Ltd., a

public limited company incorporated under the Companies Act 1956 and having its registered office at 601 & 602, Sukh Sagar, N.S. Patkar Marg, Girgaum Chowpatty, Mumbai–400007 Maharashtra.

Fiscal or FY or Financial Year

Twelve months ending March 31st of a particular year.

Indian GAAP Generally Accepted Accounting Principles in India

Lead Manager/LM Being the Lead Manager appointed for the Issue. In this case being VC Corporate Advisors Pvt. Ltd.

Non Resident A person who is not a NRI, FII or a person resident in India

OCBs

A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs, including overseas trusts in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000

Record Date [*]

Registered Office of the Company

Registered Office of the Company situated at 601 & 602, Sukh Sagar, N.S. Patkar Marg, Girgaum Chowpatty, Mumbai–400 007 Maharashtra.

Registrar of Companies or RoC

Registrar of Companies at Mumbai, Maharashtra.

Renouncee The person who has acquired Rights entitlement from any equity shareholders of the Company.

Right Issue/ Present Issue

Issue of 12,00,00,000 Equity Shares of Re. 1/- each for cash at par aggregating to Rs. 1200 Lacs on Rights basis to the existing Equity Shareholders of the Company in the ratio of 5 (Five) Equity Share for every 1(One) Equity Shares held on Record

Date i. e. [*].

SEBI (SAST) Regulations, 1997/ Takeover Regulations

SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997

SICA Sick Industrial Companies (Special Provisions) Act, 1985

Glossary of Technical and Industry Terms

Term Description

CAS Conditional Access System

DSNG Digital Satellite News Gathering

DTH Direct to Home

FICCI Federation of Indian Chambers of Commerce and Industry

IPTV Internet Protocol Television

MIB Ministry of Information and Broadcasting

MPEG Motion Picture Experts Group

SNG Satellite News Gathering

TDSAT Telecom Dispute Settlement Appellate Tribunal

TRAI The Telecom Regulatory Authority of India

TRAI Act The Telecom Regulatory Authority Act, 1997


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TCT Thin Client Terminal

Wireless Act The Indian Wireless Telegraphy Act, 1933

WPC Wireless Planning & Co-ordination Wing

ABBREVIATIONS Term Description

AS Accounting Standards as issued by the Institute of Chartered Accountants of India

AY Accounting year

A/c Account

CAGR Compounded Annual Growth Rate

CDSL Central Depository Services (India) Limited

CIN Company Identification Number

DIN Director Identification Number

EGM Extra Ordinary General Meeting

EPS Earning Per Share

FIPB Foreign Investment Promotion Board

GIR General Index Register

HUF Hindu Undivided Family

N. A. Not Applicable

NAV Net Asset Value

NRO Account Non Resident Ordinary Account

NSDL National Securities Depository Limited

P.A. Per Annum

P/E Price Earning Ratio

PAN Permanent Account Number

PAT Profit After Tax

PBIDT Profit Before Interest, Depreciation and Tax

PBT Profit Before Tax

RONW Return on Net Worth

Rs. Indian National Rupee


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B. RISK FACTORS

I. FORWARD LOOKING STATEMENTS

Certain Conventions, Use of Market Data

In this Letter of Offer, the terms “we”, “us”, “our Company”, “the Company”, “LTL” unless the context otherwise implies, refer to Luminaire Technologies Ltd.

For additional definitions used in this Offer document, see the sections ‘Definitions and Abbreviations’ on page no. [*] of this Offer document. In the section entitled “Description of Equity shares and Terms of

Articles of Association of Luminaire Technologies Ltd.”, defined terms have the meaning given to such terms in the Articles of Association of the Company. Market data used throughout this Offer document was obtained from internal Company reports, data and industry publications. Industry publication data generally state that the information contained in those publications has been obtained from sources believed to be reliable, but that their accuracy and completeness and underlying assumptions are not guaranteed and their reliability cannot be assured.

Although we believe that the market data used in this Offer Document is reliable, it has not been independently verified. Similarly, internal Company reports and data, while believed to be reliable, have not been verified by any independent source. Throughout this document references to the singular also refer to the plural and one gender also refers to any other gender wherever applicable.

Forward Looking Statements

This Offer Document contains certain forward-looking statements. These forward-looking statements generally can be identified by words or phrases like “will”, “aim”, “likely result”, “believe”, “expect”, “will continue”, “anticipate”, estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are

“forward looking statements”. Similarly, the statements that describe our objectives, plans or goals are also forward-looking statements. All forward looking statements are subject to risks, uncertainties and assumptions about us, that could cause actual results to differ materially from those contemplated by the relevant forward looking statements.

Important factors that could affect our results to differ materially from our expectations includes, inter-alia, our ability to successfully implement our strategy, [our growth and expansion], technological changes, our exposure to market risks, general economic and political conditions in India which have an impact on our business activities or investments, the monetary and interest policies of Government of India / Reserve Bank of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic and foreign laws, regulations and taxes, changes in laws and regulations in the Information

Technology Industry, changes in competition in the said industry and force majeure conditions. For further discussion of factors that could cause our actual results to differ, refer to the section entitled “Risk factors” beginning on page [*] of this Offer Document. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither

we, our Directors, the Lead Manager, nor any of their affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date thereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, the Company and the Lead Manager will ensure that investors in India are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchanges.


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Currency of Presentation

In this Offer Document, unless the context otherwise requires, all references to the word “Lakh” or “Lac”, means “One hundred thousand” and the word “Crore” means “ten million”. In this Offer document, any discrepancies in any table between total and the sum of the amounts listed are due to rounding off. All references to “Rupees” and “Rs.” in this Offer document are to the legal currency of India.

II. RISK FACTORS ENVISAGED BY MANAGEMENT AND MANAGEMENT’S PROPOSAL TO ADDRESS THE RISKS:

An investment in our Equity Shares involves a high degree of risk. You should carefully consider all of the information in this Letter of Offer, including the risks and uncertainties described below, before making an investment in our Company’s Equity Shares. If any of the following risks occur, our business, financial

condition and results of operations could suffer, the trading price of our Equity Shares could decline and you may lose all or part of your investment. Materiality The Risk Factors have been determined on the basis of their materiality. The following factors have been considered for determining the materiality:

i. Some events may not be material individually but may be found material collectively. ii. Some events may have material impact qualitatively instead of quantitatively. iii. Some events may not be material at present but may be having material impact in future. Note: Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other implication of any risks mentioned herein under:

A. SPECIFIC TO THE PROJECT AND INTERNAL TO THE COMPANY

1. Losses made by the Company.

The Company have incurred losses in the past as under: (Rs. in lacs.)

Year ended 31st

2007 2006 2005 2004 2003

Profit/(loss)

before Tax

(3.23)

2.36

(0.34)

(10.30)

(0.96)

2. Loss Making Group Companies

The following companies/firms belonging to the Promoter Group have made losses during any of the last three financial years: -

(Rs. in Lacs)

Particulars P r o f i t / (L o s s) 2006-07 2005-06 2004-05 IndiaNivesh Securities Private Limited (0.26) (0.81) NA

Siddhi Multi-Trade Private Limited (0.10) NA NA

IndiaNivesh Management Consultants Private Limited (1.16) NA NA

The performance of these companies will not affect the operations of LTL.

3. The Company is entering into a new line of business.

The Company is entering into a new lines of business that is business of media and entertainment which will have different set of customers and the present management / promoter are not well versed with this line of business. The company is in the process of identifying potential markets and customers. At present, the company cannot give any assurance that it shall be successful in its execution. The company is being managed by well-qualified professionals and the company does not

foresee any difficulty for venturing in the new business line.


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4. Our business is subject to extensive regulation by the Government, and failure to comply with such regulations could have an adverse effect on our business. The broadcasting industry is subject to significant Government Control. Our licenses to uplink/downlink

of our channels from India and/or abroad provides discretion to the Government to influence the conduct of our businesses by giving it the right to modify, at any time, the terms and conditions of our licenses or terminate or suspend our licenses due to any violation or non-compliance of various guidelines issued by the Government. Under these guidelines, the Government may also impose certain penalties including suspension, revocation or termination of a license, including temporary/permanent black out of our Channels in the event of any violation. Our business could be adversely affected if we fail to comply with these regulations or any adverse changes in the regulatory

environment.

5. There has been a change in the Promoter of the Company in financial year 2007 – 08 in compliance with SEBI (SAST) Regulations, 1997.

The present promoter M/s IndiaNivesh Limited has acquired 50.95% equity share capital and management control of the Company pursuant to Regulation 10 & 12 of SEBI (SAST) Regulations from

the erstwhile promoters by way of entering into Share Purchase Agreement(s) dt 06.07.2007 and subsequent open offer formalities as required under SEBI (SAST) Regulations 1997, as amended till date.

6. The Company has not approached any Bank for financing part of our working capital requirements.

The company has not approached to any bank for financing part of our working capital requirement. Total working capital requirement of Rs. 150.00 Lacs, is proposed to be financed by the proposed Rights Issue.

7. If the company is unable to manage its growth, its business could be disrupted.

The growth of company’s business depend on the new line of business as mentioned in the “Object of the Issue” to realize our vision of attaining size and to improve its cost competitiveness in the business

of media and entertainment, and to reduce costs in its business. In order to achieve such future growth, we need to effectively manage its new business, accurately assess new markets, attract new customers, obtain sufficient financing, control its input costs, maintain sufficient operational and financial controls and make additional capital investments to take advantage of anticipated market conditions. The company expects its growth to place significant demands on its management and other resources. Any inability to manage its growth could have an adverse effect on its business, financial condition and results of operations.

8. Restriction on foreign investment in the Company limits our ability to raise capital outside

India.

According to the prescribed limits under the Foreign Exchange Management Act, 1999, the applicable regulations there under, the Industrial Policy of the Government of India and the Uplinking Guidelines, not more than 49% equity shares of the company can be directly or indirectly held by foreign investors.

9. The deployment of funds to be raised through this Issue is completely at the discretion of

the company and will not be monitored by any independent agency.

The Company is professionally managed with persons having sufficient experience in the business and has estimated the funds requirement based upon plans to be implemented by us but the chances of variation in the implementation of the project may occur.

10. Registered Office of the Company is not owned by the Company.

We do not own our Registered Office. The Registered Office of our company is situated at 601 & 602, Sukh Sagar, N.S. Patkar Marg, Girgaum Chowpatty, Mumbai –400007 Maharashtra. This premises is taken on rent-free accomodation basis from IndiaNivesh Limited, which is our promoter company.

11. Creative field.


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TV Content creation is more a creative operation. The creative aspects involved in TV content creation

cannot be fully structured. Attrition of creative heads from the Company may lead to temporary set back in operations.

12. The name of the company was struck off from the list of officially quoted shares in the year

1990 by BSE.

Due to non-payment of listing fees to the stock exchange, BSE vide its letter dated 31.10.1990, struck off its name from the list of officially quoted securities w.e.f 31.10.1990. The Company had, vide its letter dated 29.09.1992 made a request to BSE to consider relisting of the shares on officially quoted

securities list. BSE vide its letter dated 07.01.1993 considered its request against its compliance with certain formalities including payment of arrear of annual listing fees of Rs. 28738/- for the period 1987 to 1992-93, which the company have duly complied with vide its letter dated 13.09.1993. BSE vide its letter-dated 07.10.1993 readmitted the shares of our Company for dealing on the exchange in the list of non-specified securities.

13. Non compliance of clause 47 of Listing Agreement.

BSE vide its letter no. DCS/CRD/526045/18 dated 19th September 2005 issued a show cause notice for non-compliance of clause 47 of the Listing Agreement seeking explanations on or before 24th September 2005 failing which BSE would proceed to suspend the dealings of the shares of the company on the stock exchange without any further notice. In respect to the aforesaid letter the company had replied vide its letter dated 21st September, 2005 that it had already intimated about the

appointment of the Compliance Officer vide its letter dated 1st January, 2004 and appointment of Intime Spectrum Registry Limited as the Registrar and Share Transfer Agents of the Company vide its letter dt. February 25, 2004 to BSE and also submitted proof thereof. BSE further vide its letter dated 28th September, 2005 withdrew the proposed suspension order.

14. Non-compliance of Section 383A regarding appointment of Qualified Company Secretary.

Presently the Company is not complying with the provisions of Section 383A of the Companies Act regarding appointment of a qualified whole time Company Secretary. However Mr. Nitesh Kumar Kabra, Director of the Company is acting as Compliance Officer.

15. Dependence on rights issue proceeds.

The Company is dependent on the full subscriptions of the rights issue. Under-subscriptions to the issue may have an adverse impact on the implementation of the Company’s investment plan. In the event of under-subscription of the issue promoter/promoter group intend to subscribe to the issue beyond their entitlements. In such a case the acquisition of additional shares by promoter/promoter group shall be exempt from making an open offer in terms of regulations 3(1)(b)(ii) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulation 1997. The acquisition will not result in a change in the control of the management of the Company.

16. Present Right Issue can reduce EPS.

The Company’s shareholders may experience a dilution in their shareholdings in the event the Company makes future equity offerings or issues stock options under any employee stock option scheme. The Company has no immediate plan to raise further equity except by the proposed rights Issue. Further the Company till date has not issued any grant of options under the Employee Stock

Option Scheme. The investments proposed to be made out of the proceeds of the issue are expected to yield favorable returns, which will have a positive impact on the EPS.

17. Delayed compliance and disclosure under Chapter II of SEBI (SAST) Regulation, 1997.

The company had not complied with the provision of Regulation 6 for the year 1997 and also

Regulation 8(3) of Chapter II of the Regulations for the period 1998 to 2002. The company has however availed the benefit under SEBI (Regularization) Scheme, 2002 and regularized the same by paying penalty of Rs.10,000/- by way of pay order No 005633 dt.28.03.2003 drawn on Corporation bank, favoring “Securities and Exchange Board of India” for the violations of the Regulation 6 and 8 of the Regulations for the years 1997 to 2002. There was a further delay of 124 days in complying with the requirements for the year 2003.


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18. There is no standard valuation methodology in the media/entertainment industry.

There is no standard valuation methodology or accounting practice in the media/entertainment industry. The company has recently proposed to venture into the media sector. Accordingly its financials are not comparable with other players in the media/entertainment industry. Valuations in media/entertainment industry may presently be high and may not be sustained in future and may also not be reflective of future valuations for the industry. Further, since there are limited numbers of listed

companies in media/entertainment industry, current valuations of other listed companies may not be comparable with our Company.

19. The company requires certain approvals or licenses in the ordinary course of business and the failure to obtain or retain them in a timely manner, or at all, may adversely effect its operations.

The company has applied for issuance of downlinking facility to Ministry of Information and Broadcasting. It has already made the uplinking application through its subsidiary company M/s Indianivesh TV Networks Pte Ltd, at Singapore. Other government/statutory approvals required if any shall be applied at appropriate time.

20. Fluctuations in revenue and profit levels of the company may cause fluctuations in the value of its Equity Shares.

Fluctuations in revenue levels over short period of time or over sustained period of time due to any set of variable factors, including the failure of maintenance of our competitive advantage in terms of cost and skill, retention of customers, price reduction by existing customers, industry fluctuations, and adverse regulatory changes cannot be ruled out. Any one or a combination of these circumstances could have a material adverse effect on our ability to sustain our revenue levels in the short-term as

well as the long-term. A revenue plateau or decline due to any set of reasons may adversely affect our operating performance. Furthermore, there may be instances in the future where our performance is below expectations of market analysts and our investors. This could lead to fluctuations or a decline in the market value of our Equity Shares over the short term or over a sustained period of time.

21. Changes in technology may impact its business by making it less competitive.

Advancement in technology may require the company to make additional capital expenditure for upgrading its business facilities. If the company is not able to respond to such technological advancement well in time, it may loose its competitiveness.

22. The company’s inability to retain and attract key managerial personnels could adversely

affect its business.

The company’s ability to meet future business challenges depends on its ability to attract and recruit talented and skilled personnel. A number of its employees are skilled, qualified and experienced in the line of business, and the company may face competition to recruit and retain this manpower. Its future

performance will depend upon the continued services of these personnel. The loss of any of the members of its senior management, its directors or other key personnel or an inability to manage the attrition levels in different employee categories may materially and adversely impact its business and results of operations.

23. The Company has not placed substantial order for acquiring equipment & infrastructure for

its operations.

The Company till date has incurred a sum of Rs. 41.52 lacs towards acquiring equipment & infrastructure for its operations which constitutes only 7.28% of the total equipment & infrastructure cost. For details please refer to Page no. *** under the head object of the issue.


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24. Change in Auditor of the Company

M/s. H.S. Hathi & Co., Auditor of the Company has resigned w.e.f 17th September 2007 and M/s. CLB & Associates are appointed as Auditor of the Company in the AGM held on 17th September 2007.

25. The Company may continue to be controlled by its Promoter, who by virtue of their

aggregate shareholding will collectively own a substantial portion of its issued Equity Shares, as a result of which, the remaining shareholders may not be able to affect the outcome of shareholder voting.

After the completion of this Issue, its Promoter will collectively hold 50.95% of the Equity Shares, assuming all shareholders subscribe to their respective rights entitlement. Further, Promoter/promoter Group has given an undertaking to subscribe to the unsubscribed portion of this Rights Issue. Should there be an unsubscribed portion, the shareholding of our Promoter after the rights issue could be higher than 50.95%. Consequent to all the above mentioned factors, its Promoter may continue to

exercise substantial control over the company and inter alia, may have the power to elect its Directors and/or influence the outcome of proposals for corporate action requiring approval of our Board of Directors or shareholders, such as borrowing and investment policies, revenue budgets, capital expenditure, dividend policy and strategic acquisitions/joint ventures etc.

26. Future issuances or sales of the Equity Shares could significantly affect the trading price of the Equity Shares.

The future issuance of Equity Shares by the Company or the disposal of Equity Shares by any of the Company’s major shareholders or the perception that such issuance or sale if occur may significantly affect the trading price of the Equity Shares.

27. You will not receive the Equity Shares you purchase in this Issue until several weeks after you pay for them, which will subject you to market risk

For shareholders holding shares in demat mode, the Equity Shares purchased in this Rights Issue will not be credited to their demat accounts with depository participants and for shareholders holding in physical form, completion of dispatch of physical share certificates may not be completed until approximately forty two (42) days from the Issue Closing Date. You can start trading in your Equity Shares only after receipt of listing and trading approvals in respect of these shares which will require

additional time after the credit of Equity Shares into your demat account. Since our Company’s Equity Shares are already listed on BSE, you will be subject to market risk from the date you pay for the Equity Shares to the date they are listed.

B. EXTERNAL AND BEYOND CONTROL OF THE COMPANY

1. The company is subject to adverse impact of economic and political conditions.

Global economic and political factors that are beyond our control, influence forecasts and directly affect performance. These factors include interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation, deflation, consumer credit availability, consumer debt levels, tax rates and policy, unemployment trends, terrorist threats and activities, worldwide military and

domestic disturbances and conflicts, and other matters that influence consumer confidence, spending and tourism. Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency and magnitude.

2. New entrants in the Industry can increase competitions in the Industry which may make it

more difficult for the Company to retain viewer Shares and Put Pressure on Subscription Rates.

3. Increasing employee compensation in India may erode some of our competitive advantage

and may reduce our profit margins.

Employee compensation in India has historically been significantly lower than employee compensation in the United States and Western Europe for comparably skilled professionals, which has been one of our competitive strengths. However, compensation increases in India may erode some of this

competitive advantage and may negatively affect our profit margins. Employee compensation in India


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is increasing at a faster rate than in the United States and Western Europe, which could result in increased costs relating to engineers, managers and other mid-level professionals.

We may need to continue to increase the levels of our employee compensation to remain competitive and manage attrition. Compensation increases may have a material adverse effect on our business, results of operation and financial condition.

4. The Media Industry is subject to Government regulations, which may change adversely to Industry.

The Broadcasting services are subject to the regulations of the Government of India. Changes in the fiscal policies adopted by the Government could have an adverse impact on the profitability of the Company. A significant change in the Government’s economic liberalization and deregulation policies could affect business and economic conditions in India and the business of the Company. The role of the Indian central and state governments in the Indian economy on producers, consumers and

regulators has remained significant over the years. Since 1991, the Government of India has pursued policies of economic liberalization, including significantly relaxing restrictions on the private sector. We cannot assure you that these liberalization policies will continue in the future. Any adverse move could slowdown the pace of liberalization and deregulation. The rate of economic liberalization could change, and specific laws and policies affecting technology companies, foreign investment, currency exchange rates and other matters affecting investment in our securities could change as well. A significant change in India’s economic liberalization and deregulation policies could disrupt business and economic

conditions in India and thereby affect our business.

5. Terrorist attacks and other acts of violence or war involving India, the United States, and other countries could adversely affect the financial markets, result in a loss of business confidence and adversely affect our business, results of operations and financial condition.

Terrorist attacks and other acts of violence or war, including those involving India, the United States or other countries, may adversely affect Indian and worldwide financial markets. These acts may also result in a loss of business confidence and have other consequences that could adversely affect our business, results of operations and financial condition. Increased volatility in the financial markets can have an adverse impact on the economies of India and other countries, including economic recession.

6. Volatility of share prices on listing of additional shares issued pursuant to right issue.

After this Issue, the price of our Equity Shares may be highly volatile. The prices of our Equity Shares on the Stock Exchanges may fluctuate as a result of several factors, including:

• Volatility in the Indian and global securities market;

• Our results of operations and performance, in terms of market share;

• Performance of the Indian economy;

• Changes in Government policies;

• Changes in the estimates of our performance or recommendations by financial analysts;

• Changes in the applicable tax incentives;

• Significant developments in India’s economic liberalization and deregulation policies; and

• Significant developments in India’s fiscal and environmental regulations.


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7. The Issue price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Issue.

The Issue Price of Re. 1/- per Equity Shares may not be indicative of the market price of our Equity Shares after the Issue. The market price of our Equity Shares could be subject to significant fluctuations after the Issue, and may decline below the Issue Price. We cannot assure you that you will be able to resell your Equity Shares at or above the Issue Price. Among the factors that could affect our share price are:

a) Quarterly variations in the rate of growth of our financial indicators, such as earnings per share, net income and revenues; b) Changes in revenue or earnings estimates or publication of research reports by analysts; c) Speculation in the press or investment community; d) General market conditions; and e) Domestic and international economic, legal and regulatory factors unrelated to our performance.

8. Regional conflicts in the Indian sub-continent could adversely affect the Indian economy and cause our business to suffer

The Indian sub-continent has from time to time experienced instances of civil unrest and hostilities among neighboring countries. Events of this nature in the future, as well as social and civil unrest within other countries in Asia, could influence the Indian economy and could have a material adverse effect on the market for securities of Indian companies and on our business.

NOTES TO RISK FACTORS

Size of the Issue:

Issue of 12,00,00,000 Equity Shares of Re. 1/- each for cash at a price of Re.1/- per Equity Share aggregating to Rs. 1200 lacs (Rupees Twelve Hundred Lacs) on Rights basis to the existing Equity Shareholders of the Company in the ratio of 5 (Five) Equity Shares for every 1(One) Equity Share held on Record Date i.e. [*]

1. The average cost per Equity share for the Promoter of the Company are as under.

Name of the Promoter Average cost of acquisition per share (Rs.)

IndiaNivesh Limited 0.89

2. The Net Asset Value per share as on December 31, 2007 and March 31, 2007 is Rs. 1.01 and Rs. 1.03

respectively for face value of Re. 1/- per share as per the Audited Restated Financial Statements respectively.

3. Net worth of the Company as on December 31, 2007 and March 31, 2007 is Rs. 242.78 Lacs and

Rs.246.43 Lacs respectively as per Audited Restated Financial Statements respectively.

4. Investors are advised to refer to “Basis for Issue Price” section on page [*] before investing in the

Issue. 5. Except as stated under point no. 13 of notes to capital structure, there have been no transactions in

the Company’s Equity Shares by the Promoter/Promoter Group, directors of our Company during a period of six months preceding the date of filing of this Letter of Offer with SEBI.

6. Except as disclosed in the section titled “Capital Structure” beginning on page [*] of this Letter of

Offer, we have not issued any shares for consideration other than cash.

7. Investors may note that in the event of over subscription, allotment shall be made in consultation with BSE, which is also the Designated Stock Exchange. Please refer to the section on "Basis of Allotment"

on page [*] of this Letter of Offer for details of the basis of allotment.


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8. Our Promoter/ Directors/ key managerial personnel are interested to the extent of the normal remuneration, reimbursement of the expenses incurred, or benefits such as sitting fees and those

relating to their respective shareholdings in our company.

9. For details of related party transactions, please refer to the Auditors Report on pages [*] of this Letter of Offer.

10. All information shall be made available by our Company and the Lead Manager to the Equity

Shareholders and no selective or additional information would be available for a section of the Equity Shareholders in any manner whatsoever including at presentations, in research or sales reports etc, after filing of this Letter of Offer with SEBI.

11. Investors may contact the Lead Manager or our Compliance Officer for any complaint / clarification /

information pertaining to the Issue and no selective or additional information would be available for a section of investors in any manner whatsoever. The Lead Manager is obliged to provide the same to

the investors. For contact details of the Lead Manager please refer to the front cover page. 12. The Company and the Lead Manager are obliged to keep this Letter of Offer updated and inform the

Shareholders of any material change/developments till the listing and commencement of trading. Investors can contact the Lead Manager or Compliance Officer of the Company for any clarifications/complaints. The Compliance Officer will be available at the following address;

Contact Person: Mr. Nitesh Kumar Kabra, Compliance Officer, Director, Luminaire Technologies Ltd., 601 & 602, Sukh Sagar, N.S. Patkar Marg, Girgaum Chowpatty, Mumbai –400007 Maharashtra, Tel No: (022) 6618 8800, Fax No: (022) 6618 8899, E-Mail: [email protected]


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C. INTRODUCTION I. SUMMARY

(The information presented in this section has been extracted from the Company’s Annual Reports, Business Magazines and the discussions held with Company officials, which have not been independently verified by the Company, the Lead Manager or any of their respective affiliates or advisors.)

Overview of the Industry and Indian Scenario

The Indian Entertainment and Media (E & M) industry is one of the fastest growing sectors in India. Entertainment and Media industry generally tends to grow faster when the economy is expanding. The Indian economy has been growing at a fast clip over the last few years, and the income levels too have been experiencing a high growth rate. Above that, consumer spending is also on the rise, due to a

sustained increase in disposable incomes, brought about by reduction in personal income tax over the last decade. All these factors have given an impetus to the E&M industry and are likely to contribute to the growth of this industry in the future. India’s economic growth over the past 10 year has been the fastest growth among major democracies, having grown at over seven per cent in four years in the 1990s. It represents the fourth largest

economy in terms of ‘‘purchasing power parity’’. The Indian Entertainment and Media industry is expected to significantly benefit from this fast economic growth, as this industry is a cyclically sensitive industry that grows faster when the economy is expanding. It also grows faster than the nominal gross domestic product growth (GDP) during all phases of economic activity due to income elasticity wherein when incomes rise, proportionately more resources get spent on leisure and entertainment and less on necessities.

The consumption expenditure is rising due to rising disposable incomes on account of sustained growth in income levels and reduction in personal income tax over the last decade. Lifestyle changes brought about by changes in economic activity is also spurring the growth of the Indian Entertainment and Media industry. In urban areas of India, the consumer mindset is changing due to increased exposure to global influences via media and other interactions leading to higher aspirations, which have provided a further fillip to leisure, related spending.

Today, India has probably one of the most liberal investment regimes amongst the emerging economies with a conducive foreign direct investment (FDI) environment. The E&M industry has significantly benefited from this liberal regime and most segments of the E&M industry today allow foreign investment.

Indian advertising spends as a percentage of gross domestic product (GDP) – at 0.34 percent is abysmally low, as opposed to other developed and developing countries. Advertising revenues are vital for the growth of this industry. While today the low ad spends may seem like a challenge before the E&M industry, it also throws open immense potential for growth. This potential can be estimated by the fact that even if India was to reach the global average, the advertising revenues would at least double the current advertising revenues, estimated at about Rs. 163 billion, for 2006.

The size of E&M in India is currently estimated at Rs. 437 billion and is expected to grow at a compounded annual growth rate of 18 percent over the next few years. In the last year, the Industry has grown by 20 percent. The Indian Entertainment and Media industry is projected to grow from an estimated Rs. 437 billion to Rs. 1 trillion in 2011, translating into a cumulative growth of 18 percent over the next few years. One of the key reasons for this high projected growth is the fact that the Entertainment and Media industry

is a cyclical industry that grows faster when the economy is expanding. The Indian economy continues to perform strongly and one of the key sectors that benefits from this fast economic growth is the E&M industry. It also grows faster than the nominal GDP during all phases of economic activity due to its income elasticity wherein when incomes rise, more resources get spent on leisure and entertainment and less on necessities. Further, consumption spending itself is increasing due to rising disposable


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incomes on account of sustained growth in income levels, and this also builds the case for a strong bullish growth in the sector.

Television Industry Amongst the segments of the entertainment and media industry, the television industry segment will continue to contribute the largest share as in the last three years. The television industry revenues are expected to grow from the present size of Rs.191 billion to Rs.519 billion by 2011, implying a 22 percent cumulative annual growth over the next few years. Subscription revenues are projected to be

the key growth driver for the Indian television industry over the next few years. Subscription revenues will increase both from the number of pay TV homes as well as increased subscription rates. The buoyancy of the Indian economy will drive the homes, both in rural and urban (second TV set homes) areas to buy televisions and subscribe for the pay services. New distribution platforms like DTH and IPTV will only increase the subscriber base and push up the subscription revenues. (Source: The Indian Entertainment and Media Industry – The Growth Story Unfolds - PricewaterhouseCoopers - FICCI Report – March 2007).

Business Overview of the company.

Luminaire Technologies Limited (LTL), is a widely held public limited company originally incorporated in

the name & style of “Nandini Syntex Limited” on 22.07.1985 under the Companies Act, 1956 in the State of Maharashtra. LTL obtained the Certificate of Commencement of Business on 16.08.1985. The name of the company was subsequently changed to “Strauss Industries & Exports Limited” and a fresh Certificate of Incorporation consequent on Change of Name was obtained from ROC on 03.07.1995. The name of the company was lastly changed to the present name “Luminaire Technologies Limited” and a fresh Certificate of Incorporation was obtained from ROC on 09.12.1999.The Equity Shares of

LTL are listed at BSE only. The shares of the company are presently listed in B2 category of BSE.

The Company was earlier in the business of finance and trading of textile and yarns. Subsequently, the Company diversified its business in manufacturing and exports of leather garments in May 1993. The Company’s factory was located in Chennai and it exported the entire production to European countries. During 1998 a lot of tanneries were forced to close down due to pollution problems thus making it difficult to procure raw materials in time. As a result the Company’s production schedule and business

was also affected. After this the management again decided to diversify the activities of the Company into Computers and software business. The Directors then identified a group of professional and started its activity in software, Information Technology related business. The past performance of the Company has been satisfactory and the Company even paid dividends in the years 1993-94, 1994-95,1995-96 and 1999-2000. The Company has also declared bonus in the ratio of 2:1 during August 2000.


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LTL in association with ITI Bangalore had successfully installed multi-service wide Area captive network for Welspun India Limited connecting their factories and offices located at nine different places in India.

The entire project was executed on turnkey basis using 64kbps Leased Line and Multi Access Swith to provide Voice/Fax, Data and Video Services. Welspun uses DOT network for its telephone line and its own 9.6/64 kbps leased line for Data Communication. As per the contract, Welspun operational units at Colaba, Chira Bazar,Andheri, Delhi, Palghar, Vapi, Rakholi, Surat and Dahej have been inter connected to support Voice, Data and Video Conferencing facility. This network was first of its kind where the video Conferencing Service was supported on 64kbps Leased Line. The entire project was executed in 3

months (including the time taken for commissioning of the line and handed over Welspun in July 2000.

LTL has successfully developed a Thin Client Terminal (TCT), which is a low cost solution to Corporate Companies, which are using standard PCs as of now. The Thin Client is based on Cyrix Geode Processor and hard Real Time Operating System. The objective of developing the same is to provide appropriate solution for the proposed object, which involves large number of terminals for accessing information and data across the network.

LTL has developed business cases to address corporate customer’s network requirement where it will leverage by offering TCTs as user access terminals that offers, protection against technical obsolescence. The other benefits offered by TCTs are bare minimum investment on operating and application software since it requires to be loaded only at the server. TCT being a mere I/O device, the processing is done and the data are stored at the server, which ensure data integrity.

Presently the Company is engaged in the business of Information Technology (IT), Hardware, Software and providing IT enabled services, helpdesk support, network maintenance and technical support to its clients. In view of immense competition in the IT Industry and concentration of major business in the hands of few giant players, it is imperative for the Company to think to diversify its area of operations. The Company sees good potential in the Entertainment Industry and its contribution to the overall growth of economy. The business prospects in the Entertainment Industry looks more commercially

viable in comparison to the IT Sector. Company has altered its Objects Clause of Memorandum of Association of the Company by inserting the Entertainment related Objects and to enable the Company to start its activities in Media related activities through Postal Ballot. Company has also filed Form 20A with the Registrar of Companies, Mumbai for Commencement of New Business which have been approved by the Registrar of Companies.

Company has incorporated IndiaNivesh TV Networks Pte. Ltd., a wholly owned Subsidiary in Singapore to start dedicated 24 Hours Property TV Channel. Company is also filed Downlinking Application with the Ministry of Information & Broadcasting, Government of India. The company is also in line with incorporating another wholly owned subsidiary at Sharjah namely 'IndiaNivesh T V Networks FZE'. The Company has obtained provisional approval from Sharjah Airport International Free Zone (SAIF - Zone) for incorporation of the same vide their letter dated June 12, 2008 and the Company will proceed to

complete all the requisite formalities and incorporate the wholly owned subsidiary in the name of IndiaNivesh T.V. Networks FZE'.


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II. OFFERING DETAILS

Issue of 12,00,00,000 Equity Shares of Re. 1 each for cash at Par aggregating to Rs 1200 Lacs on rights basis to the existing Equity Shareholders of the Company in the ratio of 5 (Five) Equity Share for every 1 (One) Equity Shares held on Record Date i. e. [*].

No. of Equity Shares to be issued 12,00,00,000 Equity Shares

Issue Size Rs. 1200 Lacs

Entitlement Ratio 5:1

Record Date [*]

Face Value Re 1/-

Offer Price Re 1/-

Application Money Re 1/-

Equity share outstanding prior to issue 2,40,00,000

Equity share outstanding after the issue 14,40,00,000

Terms of Payment Re 1/- on Application

Terms of the Issue Please see the section entitled “Basic Terms of the Issue” on Page [*] of this Offer Document.


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III. SUMMARY OF FINANCIAL, OPERATING AND OTHER DATA The following table sets forth selected financial information of our Company as of and for the financial year ending March 31, 2003, 2004, 2005, 2006, 2007 and 9 months ending 31st December 2007, all prepared in accordance with Indian GAAP, the Companies Act and restated under the SEBI Guidelines. You should read the following information together with the information contained in the Auditor’s Report included in the Section titled “Financial Information” beginning on page no.*** in this Draft Letter of Offer.

STATEMENT OF RESTATED ASSETS AND LIABILITIES (Figures in ‘000) (Rs.)

As at 31st March, Sl. No.

Particulars 2003 2004 2005 2006 2007

As at 31st Dec, 2007

Application of Funds

A Fixed Assets

Gross Block (Excluding Revaluation Reserve) 11,571.56 11,571.56 11,571.56 11,571.56 11,571.56 11,571.56

Less : Depreciation 2,267.65 2,595.36 2,913.13 3210.65 4153.38 4666.04

Net Block 9303.91 8,976.20 8,658.43 8360.91 7418.18 6905.52

Capital Work-in-Progress - - - - - -

B Investments 1,552.00 1,552.00 1,552.00 1,552.00 1,552.00 1,552.00

C Deferred Tax Asset (Net) (2,115.36) (2,143.92) (2,147.06) (1,914.58) (1,868.28) (1,568.08)

D Current Assets, Loans and Advances

Inventories 192.00 - - - - -

Sundry Debtors 383.55 80.39 - 38.84 21.87 587.40

Cash & Bank Balances 100.58 2,947.17 165.07 67.23 636.77 305.68

Other Current Assets - - - - - -

Loans and advances 16,613.73 13,383.38 16,603.53 16,903.53 16,906.53 19,476.39

Total 17,289.86 16,410.94 16,768.60 17009.60 17565.17 20,369.47

E Liabilities & Provisions

Secured Loans - - - - - -

Unsecured Loans - - - - - 2600.00

Current Liabilities 226.93 31.63 102.18 41.40 20.00 380.57

Provisions 10.00 - - 0.64 4.02 -

Total 236.93 31.63 102.18 42.04 24.02 2,980.57

F Net Worth (A+B+C+D-E) 25,793.48 24,763.59 24,729.79 24,965.89 24,643.05 24,278.34

G Represented By:

Shareholders Fund

I. Equity Share Capital 24,000.00 24,000.00 24,000.00 24,000.00 24,000.00 24,000.00

II. Reserves & Surplus (Excluding Revaluation Reserve) 1,793.49 763.60 729.79 965.89 643.06 278.35

Total Net Worth (I+II) 25,793.49 24,763.60 24,729.79 24,965.89 24,643.06 24,278.35


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STATEMENT OF RESTATED PROFIT & LOSS

For the year ended 31st March Sl. No.

Particulars 2003 2004 2005 2006 2007

Period Ended 31st Dec, 2007

A Income:

Sales & Income from operations 898.24 975.16 894.32 936.55 1,491.28 565.53

Total 898.24 975.16 894.32 936.55 1,491.28 565.53

Other Income 98.76 41.76 174.40 277.43 72.03 44.47

Increase / (Decrease) in Inventories -

Total (A) 997.00 1,016.92 1,068.72 1,213.98 1,563.31 610.00

B Expenditure

Cost of Goods Sold 408.00 285.60 305.90 384.12 430.00 -

Staff Cost 137.45 139.87 237.13 247.87 263.24 243.00

Other Manufacturing Expenses - - - - - -

Administrative Expenses 121.94 1,265.07 238.58 276.87 292.46 517.20

Other Expenses - - -

Selling and Distribution Expenses - - -

Interest (Net) - - -

Depreciation 350.41 327.70 317.77 297.52 942.73 512.65

Total (B) 1,017.80 2,018.24 1,099.38 1,206.38 1,928.43 1,272.85

C Net Profit / (Loss) Before Tax (A-B) (20.80) (1,001.32) (30.66) 7.60 (365.12) (662.85)

D Taxation:

Current Tax - - - 0.64 -

Deferred Tax 75.43 28.56 3.14 (232.48) (46.30) (300.19)

Fringe Benefits Tax - - - 3.35 4.01 2.04

Income Tax of Earlier Years Written Back - - - -

75.43 28.56 3.14 (228.49) (42.29) (298.15)

E Net Profit / (Loss) After Tax (C-D) (96.23) (1,029.88) (33.80) 236.09 (322.83) (364.70)

Appropriations:

Transfer to Capital Reserve - - - - - -

F Balance Brought Forward 1,551.57 1,455.34 425.45 391.64 627.74 304.91

G Balance Carried to Balance Sheet (E+F) 1,455.34 425.46 391.65 627.73 304.91 (59.79)


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LUMINAIRE TECHNOLOGIES LIMITED (Originally incorporated on 22.07.1985 under the Companies Act, 1956 as “Nandini Syntex Limited”. The name of the company was subsequently changed to “Strauss Industries & Exports Limited” and a fresh Certificate of Incorporation consequent on Change of Name was obtained on 03.07.1995. The name of the company was lastly changed to the present name “Luminaire Technologies Limited” and a fresh Certificate of Incorporation was

obtained on 09.12.1999. The Registered Office of the Company was shifted from 214, Link-Way Estate, CTS No. 1093, New Link Road, Malad (West), Mumbai –400 064 to 601/602, “Sukh Sagar”, N.S. Patkar Marg, Girgaum Chowpatty, Mumbai- 400007 w.e.f. 08.08.2007). M/s IndiaNivesh Ltd. the current promoter has acquired the company in the year 2007-08 as per Substantial Acquisition of Shares and Voting Rights followed by change in control, in accordance with Regulations 10 and 12 of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations 1997 and subsequent amendments thereto.)

(Regn. No. –: 036919 of, 1985 CIN No. L17120MH1985PLC036919)

Registered Office : 601 & 602, Sukh Sagar,

N.S. Patkar Marg, Girgaum Chowpatty, Mumbai–400007 Maharashtra. Tel No : (022) 6618 8800 Fax No : (022) 6618 8899 E-Mail : [email protected]

Contact Person: Mr. Nitesh Kumar Kabra, Compliance Officer, and Director. The Company is registered with ROC, Maharashtra at Mumbai, 100, Everest, Marine Drive Mumbai- 400002.

IV. GENERAL INFORMATION

Dear shareholder(s),

The Board of Directors at their meeting held on 16th January 2008 decided to make the following Offer to the Equity Shareholders of the Company, with Right to renounce. Accordingly, a resolution approving the rights issue was passed by the shareholders of the Company at the Extra Ordinary General Meeting of the Company held on 29th February 2008.

Issue of 12,00,00,000 Equity Shares of Re. 1/- each for cash at Par aggregating to Rs 1200 Lacs (Rupees Twelve Hundred Lacs) on Rights basis to the existing Equity Shareholders of the Company in the ratio of 5(Five) Equity Share for every 1(One) Equity Shares held on Record Date i.e. [*]. The face value of the Equity Share is Re. 1/- and the Issue Price is equal to the face value of the shares. BOARD OF DIRECTORS

Our Company is run and managed by Board of Directors comprising of 4 (Four) Directors. The day-to-day affairs of our Company are being managed by Mr. Rajesh Nuwal, Director of our Company. Our Board of Directors comprises of the following:

Name of Director Designation Status Mr. Chandrakant Thanawala Chairman Independent Director

Mr. Rajesh Nuwal Director Promoter Director

Mr. Nitish Kumar Kabra Director Promoter Director

Mr. Achal Bangani Director Independent Director


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BRIEF DETAILS OF DIRECTORS:

For brief details of directors refer to page no. [*] of the Letter of Offer.

COMPLIANCE OFFICER Mr. Nitesh Kumar Kabra Director 601 & 602, Sukh Sagar N.S. Patkar Marg, Girgaum Chowpatty, Mumbai–400007. Tel No : (022) 6618 8800 Fax No : (022) 6618 8899 E-Mail : [email protected]

Investors may contact the Compliance Officer for any pre-issue / post- issue related matter such as non- receipt of LOF/ Letter of Allotment/ Share Certificate/ Refund Orders / Demat Credit etc. AUDITORS OF THE COMPANY CLB & ASSOCIATES Chartered Accountants 77, Mulji Jetha Building, 3rd Floor, 185/187, Princess Street, Marine Lines, Mumbai-400 002 Tel: 022-22052224, 22066860

Fax: 022-22052224 Email: [email protected] Website: www.clb.co.in BANKERS TO THE COMPANY HDFC Bank Limited Nanik Motwani Marg Fort, Mumbai-400 023 Tel. No. 022 24988484 Fax No. 022 24963871 Email: [email protected] Website: www.hdfcbank.com


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LEAD MANAGER TO THE OFFER

VC Corporate Advisors Pvt. Ltd 31, Ganesh Chandra Avenue, 2nd Floor, Suite No. 2C Kolkata – 700 013. Tel: (033) 2225-3940/41 Fax: (033) 2225-3941

Contact Person: Mr. Tanmay Kumar Saha E-mail: [email protected] Website: www.vccorporate.com REGISTRAR TO THE ISSUE REGISTRAR TO THE ISSUE

Adroit Corporate Services Pvt. Ltd. 19/20, Jaferbhoy Industrial Estate, 1st floor, Makwana Road, Marol Naka, Andheri (East),

Mumbai - 400 059. Tel: 022-2859 0942; Fax: 022-2850 3748 Website: www.adroitcorporate.com E-mail: [email protected]. Contact Person: Mrs. Veena Shetty

BANKER TO THE ISSUE

TO BE APPOINTED.


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STATEMENT OF INTERSE ALLOCATION OF RESPONSIBILITIES AMONGST LEAD MANAGERS. Since the issue is managed by one Lead Manager, the entire responsibilities shall vest with the Lead Manager. CREDIT RATING

This being an issue of Equity Shares, no credit rating is required. TRUSTEES This being a Rights Issue of Equity Shares, appointment of Trustees is not required. MONITORING AGENCY In terms of clause 8.17.1 of the Guidelines, since the issue size will not be exceeding Rs. 500 Crores, Our Company has not appointed any monitoring agency. However, the Board of Directors of our Company will monitor the utilization of the proceeds of the Issue. PROJECT APPRAISAL The project for which the funds are being raised has not been appraised by any agency. IPO Grading The Company has not opted for the grading of this Issue from any credit rating agency MINIMUM SUBSCRIPTION CLAUSE

a) If the Company does not receive the minimum subscription of 90% of the issued amount the entire subscription shall be refunded to the applicants within 42 days from the date of closure of the issue.

b) If there is a delay in the refund of subscription by more than 8 days after the Company becomes liable to repay the subscription amount (i.e., 42 days after closure of the issue), the Company shall pay interest for the delayed period at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956.

c) All monies received out of this Rights Issue through this Letter of Offer shall be transferred to a

separate bank account.

UNDERWRITING The present Rights Issue is not underwritten. However, the Promoter has confirmed vide their Letter of Intent dated 23rd June 2008 that they intend to subscribe to the full extent of their entitlement in the Issue. Promoter intends to apply for additional Equity Shares in the Issue such that at least 90% of the

Issue size is subscribed. As a result of this subscription and consequent allotment, the Promoter may acquire Equity Shares over and above their entitlement in the Issue, which may result in their shareholding in the Company being above their current shareholding. This subscription and acquisition of additional Equity Shares by the Promoter, if any, will not result in change of control of the management of the Company and shall be exempt in terms of provision to

Regulation 3(1)(b)(ii) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997. As such, other than meeting the requirements indicated in Objects of the Issue (refer “Particulars of the Present Issue”), there is no other intention/purpose for this Issue, including any intention to delist the Company, even if, as a result of allotments to the Promoter through this Issue, the Promoter shareholding in the Company exceeds their current shareholding. However, the Promoter has confirmed vide the letter dated 23rd June 2008 that in case the Rights Issue of

the Company is completed with their subscribing to Equity Shares over and above their entitlement and as a result, if the public shareholding in the Company after the Rights Issue falls below the “permissible


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minimum level” on the basis of which the securities of the Company continue to be listed, they will make an offer for sale of their holdings so that the public shareholding is raised to the “permissible minimum

level” within a period of 3 months from the date of allotment in the proposed Issue, as per the requirements of sub-clause 17.1 and 17.2 of SEBI (Delisting of Securities) Guidelines, 2003 or as per any amendment thereto or any other period as may be directed by SEBI or any appropriate authority. In this context, the Promoter of Luminaire Technologies Limited has provided following undertaking:

“We hereby undertake that, in case the Rights Issue of LUMINAIRE TECHNOLOGIES LIMITED is completed with the Promoter subscribing to Equity Shares over and above their entitlement and as a result, if the public shareholding in the Company after the Rights Issue falls below the “permissible minimum level” as specified in the listing condition or listing agreement, we shall, individually or jointly with the Promoter Group make an offer for sale of our holdings so that the public shareholding is raised to the “permissible minimum level” within a period of 3 months from the date of allotment in the proposed Rights Issue, as per the requirements of sub-clause 17.1 and 17.2 of SEBI (Delisting of Securities) Guidelines, 2003 or as

per any amendment thereto or any other period as may be directed by SEBI or any appropriate authority.”


- 26 -

V. CAPITAL STRUCTURE

The Share Capital of our Company as on the date of filing of this Letter of Offer with SEBI and Stock Exchange is as set forth below:

(Rs. in Lacs)

PARTICULARS NOMINAL VALUE AGGREGATE VALUE A. AUTHORISED:

15,00,00,000 Equity Shares of Re.1/-* each

1500.00

1500.00

B. ISSUED, SUBSCRIBED & PAID UP CAPITAL: 2,40,00,000 Equity Shares of Re.1/-* each

240.00

240.00

C. PRESENT ISSUE: 12,00,00,000 Equity Shares of Re. 1/-* each for cash at Par on rights basis to the existing equity shareholders of the company in the ratio of 5 (Five) Equity Share for every 1 (One) Equity

Shares held on the record date i.e. [●]

1200.00

1200.00

D. PAID UP SHARE CAPITAL AFTER THE ISSUE: 14,40,00,000 Equity Shares of Re.1/-* each

1440.00

1440.00

E. SHARE PREMIUM ACCOUNT Before the Issue After the Issue

- -

- -

* The Face value of the Equity share capital of the company were subdivided from Rs.10/- per share to Re.1/- per share pursuant to the resolution passed by the shareholders of the company in their meeting held on 24.09.2005. The Capital structure statement is prepared on the assumption that the proposed rights issue of Rs. 1200 Lac Equity Shares @ Re. 1/- will be subscribed fully.

Details of Changes in Authorized Capital:

Sr. No.

Particulars of Increase Date of Meeting Nature of Meeting

1 Upto 200 Lacs *Prior to 15.8.2000

2 From 200 Lacs to 500 Lacs 16-08-2000 EGM


* In absence of the availability of the relevant information from the records, exact data could not be stated.


- 27 -

NOTES TO THE CAPITAL STRUCTURE

1. BUILD UP OF EQUITY SHARE CAPITAL Details of Capital Structure of the Company since inception are as follows:

** The Face value of the Equity share capital of the company were subdivided from Rs.10/- per share to Re.1/- per share pursuant to the resolution passed by the shareholders of the company in their meeting held on 24.09.2005.

2. Present Rights Issue

Type of

Instrument Ratio Issue Price (Rs.) No. of Shares Nominal Value

(Rs.) Issue Size

(Rs.) Equity Shares 5:1 Re. 1/- per Equity

Share

12,00,00,000 12,00,00,000 12,00,00,000

3. The Shareholding Pattern of the Promoter and Promoter Group as on 31st March 2008 is as

under:

Sr. No.

Particulars Pre Issue Shareholding Post issue share holding

Number of shares

% of the Pre-Issue Paid Up Share Capital

Number of shares

% of the Post-Issue Paid Up Share

Capital *

Promoter

1 IndiaNivesh Limited 1,22,28,030 50.95% 7,33,68,180 50.95%

Sub-total- (a) 1,22,28,030 50.95% 7,33,68,180 50.95%

Promoters Group Nil Nil Nil Nil

Sub-total- (b) 1,22,28,030 50.95% 7,33,68,180 50.95% Total 1,22,28,030 50.95% 7,33,68,180 50.95%

*Assuming all the existing shareholders fully subscribe to the Rights Issue.

4. Promoters’ Contribution and Lock-in

The present Issue being a Rights Issue, as per clause 4.10.1c of extant SEBI (Disclosure and Investor Protection) Guidelines, the requirement of Promoters’ contribution is not applicable. As a consequence none of the equity shares are locked in.

Date of allotment

No. of Shares

Cumulative No. of Shares

Face value (Rs.)

Issue Price (Rs.)

Cumulative Paid-up

Capital (Rs.)

Consideration Nature of Allotment / Remarks

On Incorporation

70 70 10 10 700 Cash Promoters

16.12.1985 2,50,000 2,50,070 10 10 25,00,700 Cash Public Issue

18.1.1986 1,49,930 4,00,000 10 10 40,00,000 Cash Private Placement to Promoters,

Directors and Relatives

18.01.1996 4,00,000 8,00,000 10 - 80,00,000 Bonus Existing shareholders

04.11.2000 16,00,000 24,00,000 10 - 2,40,00,000 Bonus Existing shareholders

24.09.2005 2,40,00,000** 1 - 2,40,00,000


- 28 -

5. Capital built up of the promoter is detailed below:

Sr. No.

Name of Promoter / Person

Date of Allotment / Transfer and made Fully paid-up

Consideration No. of Shares

Face Value (Rs.)

Issue / Transfer Price (Rs.)

06.07.2007

Cash 41,91,000

1/- 0.50

1

IndiaNivesh Limited 28.12.2007

Cash 80,37,030

1/- 1.10

Total 1,22,28,030

6. The Company, Promoter, Directors and Lead Manager to the Issue have not entered into any buy-back, standby or similar arrangements for purchase of any of the securities being issued through this Letter of Offer.

7. The Equity shares offered through this Rights issue shall be fully paid up on the date of allotment. 8. Top Ten shareholders as on 20/06/2008 (to be provided / updated before filing the Final Letter of Offer to

the Stock Exchange)

Sl. No. Shareholders Name No. of Shares % of Issued Capital 1 IndiaNivesh Limited 1,22,28,030 50.95%

2 Raghunath Devakar 2,37,000 0.99%

3 Mishra R.K. 2,37,000 0.99%

4 Tarana Exports Private Limited 2,35,000 0.98%

5 Hizin Trading Company Private Limited 2,34,000 0.98%

6 Vartula Holdings Private Limited 2,34,000 0.98%

7 Faith Finstock Private Limited 2,34,000 0.98%

8 Kingfisher Trading Company Private Limited 2,33,000 0.97%

9 Gatsby Trading Private Limited 2,29,000 0.95%

10 Surendra Pal Kashmiri 2,18,000 0.91%

Total 1,43,19,303 59.66% 9. Top Ten shareholders as on 10/06/2008 (to be provided / updated before filing the Final Letter of Offer to

the Stock Exchange)

Sl. No. Shareholders Name No. of Shares % of Issued Capital 1 IndiaNivesh Limited 1,22,28,030 50.95%

2 Raghunath Devakar 2,37,000 0.99%

3 Mishra R.K. 2,37,000 0.99%

4 Tarana Exports Private Limited 2,35,000 0.98%

5 Hizin Trading Company Private Limited 2,34,000 0.98%

6 Vartula Holdings Private Limited 2,34,000 0.98%

7 Faith Finstock Private Limited 2,34,000 0.98%

8 Kingfisher Trading Company Private Limited 2,33,000 0.97%

9 Gatsby Trading Private Limited 2,29,000 0.95%

10 Surendra Pal Kashmiri 2,18,000 0.91%

Total 1,43,19,303 59.66%


- 29 -

10. Top Ten shareholders as on 30/06/2006 (to be updated before filing the Final Letter of Offer to the Stock Exchange)

Sl. No. Shareholders Name No. of Shares % of Issued Capital

1 Mishra R K 2,37,000 0.9875

2 Mansi Tiwari j/w RAMANI S IYER 2,37,000 0.9875

3 Raghunath Devkar 2,37,000 0.9875

4 Sunita Dixit 2,37,000 0.9875

5 Tarana Exports Private Limited 2,35,000 0.9792

6 Faith Finstock Private Limited 2,34,000 0.9750

7 Vartula Holdings Private Limited 2,34,000 0.9750

8 Hizin Trading Company Pvt Ltd 2,34,000 0.9750

9 Kingfisher Trading Company Pvt Ltd 2,33,000 0.9708

10 Rajbhushan Dixit j/w Reema Dixit 2,31,000 0.9625

Total 23,49,000 9.7875

11. The shareholding pattern of the Promoter Group as on 31.03.2008 is as detailed below:

Name of the Person No. of shares Percentage shareholding

A. Promoter

1) IndiaNivesh Limited 1,22,28,030 50.95%

Sub Total (A)

1,22,28,030 50.95%

B. Others

(1) Relative of Promoter (both falling under Promoter

Group and Person Acting in Concert)

NIL NIL

(2) Company in which 10% or more of the share capital is held by the promoter, his immediate relative firm or HUF in which the promoter or his immediate relative is

a member

NIL NIL

(3) Company in which the Company mentioned in (2) above holds 10% or more of the share capital

NIL NIL

(4) HUF in which aggregate share of the promoter and his immediate relatives is equal or more than 10% of the total

NIL NIL

Sub Total (B)

NIL NIL

Total (A+B)

1,22,28,030 50.95%

12. There are no transactions in the securities of the Company during preceding 6 months which were financed/undertaken directly or indirectly by the promoter, their relatives, their group companies or associates or by the above entities directly or indirectly through other persons except 1,22,28,030 Equity Shares acquired pursuant to Share Purchase Agreements (SPAs) entered on dated 06.07.2007 and subsequent public offer made under SEBI (SAST) Regulations.

13. The Maximum and minimum price at which purchase and sales referred to above were made (along with the relevant date):


- 30 -

Highest price: Rs 1.10 (as per Open Offer, effective dt 28.12.2007) Lowest price: Rs 0.50 (as per SPA dt 06.07.2007)

14. The Company has not introduced any Employees Stock Option Scheme / Employee Stock Purchase Scheme till date.

15. The Company has not issued any warrant, option, convertible loan, debenture or any other securities convertible at a later date into equity, which would entitle the holders to acquire further Equity Shares of

the Company. 16. The terms of Issue to Non-Resident Equity Shareholders/ Applicants have been presented under the

“Terms of the Issue” Section of this Letter of Offer. 17. At any given time, there shall be only one denomination of the Equity Shares. The Company shall comply

with such disclosure and accounting norms as may be specified by SEBI from time to time.

18. No further issue of capital by way of issue of bonus Equity Shares, preferential allotment, rights issue or public issue or in any other manner which will affect the capital of the Company, shall be made during the period commencing from the filing of the Letter of Offer with the SEBI till the Equity Shares issued under this Letter of Offer have been listed or application moneys are refunded on account of the failure of the Issue.

19. Presently the Company does not have any proposal, intention, negotiation or consideration to alter the capital structure by way of split/ consolidation of the denomination of the shares/ issue of shares on a preferential basis or issue of bonus or rights or public Issue of Equity Shares or any other securities within a period of six months from the date of opening of the present Issue. However, if business needs of the Company so require, the Company may alter the capital structure by way of split/ consolidation of the denomination of the shares/ issue of shares on a preferential basis or issue of bonus or rights or

public issue of shares or any other securities during the period of six months from the date of listing of the Equity Shares issued under this Letter of Offer or from the date the application moneys are refunded on account of failure of the Issue, after seeking and obtaining all the approvals which may be required for such alteration.

20. The Company does not have any partly paid-up Equity Shares and there are no calls in arrears.

21. The promoter, directors and Lead Manager to the Issue have not paid any amount, whether direct or indirect and in cash or kind, in the nature of discount, commission, allowance or otherwise to any person.

22. All information shall be made available by the Lead Manager and the Issuer to the public and investors at

large and no selective or additional information would be available for a section of investors in any manner whatsoever including at road shows, presentations, research or sales reports etc.

23. The Promoter/ promoter groups have confirmed that they intend to subscribe to the full extent of their entitlement in the Issue. The Promoter/ promoter group reserves the right to subscribe to their entitlement in the Issue either by themselves, or a combination of entities controlled by them, including by subscribing for renunciation if any made within the promoter group to another person forming part of the Promoter Group. The Promoter/promoter group will also apply for additional Equity Shares in the Issue, such that at least 90% of the Issue is subscribed. As a result of this subscription and consequent

allotment, the Promoter/promoter group may acquire shares over and above their entitlement in the Issue, which may result in an increase of the shareholding being above the current shareholding with the entitlement of Equity Shares under the Issue. This subscription and acquisition of additional Equity Shares by the Promoter/ promoter group, if any, will not result in change of control of the management of the Company and shall be exempt in terms of proviso to Regulation 3(1)(b)(ii) of the Takeover Code. As such, other than meeting the requirements indicated in the Letter of Offer, there is no other intention/purpose for this Issue, including any intention to delist the Company, even if, as a result of

allotments to the Promoter, in this Issue, the Promoter shareholding in the Company exceeds their current shareholding. The Promoter/ Promoter Group intends to subscribe to such unsubscribed portion as per the relevant provisions of the law. Allotment to the Promoter/promoter group of any unsubscribed portion, over and above their entitlement shall be done in compliance with the Listing Agreement and other applicable laws prevailing at that time relating to continuous listing requirements. However, the Promoter/promoter group have confirmed that in case the Rights Issue of the Company is completed with


- 31 -

their subscribing to Equity Shares over and above their entitlement and as a result, if the public shareholding in the Company after the Rights Issue falls below the permissible minimum level on the

basis of which the securities of the Company continue to be listed they will either individually or jointly with other Promoter make an offer for sale of their holdings so that the public shareholding is raised to the permissible minimum level within a period of 3 months from the date of allotment in the proposed Issue, as per the requirements of sub-clause 17.1 and 17.2 of SEBI (Delisting of Securities) Guidelines, 2003 or as per any amendment thereto or any other period as may be directed by SEBI or any appropriate authority. In this context, the promoter/promoter group of LUMINAIRE TECHNOLOGIES

LIMITED have provided following undertaking:

“We hereby undertake that, in case the Rights Issue of LUMINAIRE TECHNOLOGIES LIMITED is

completed with the promoter/promoter group subscribing to equity shares over and above their entitlement and as a result, if the public shareholding in the Company after the Rights Issue falls below the “permissible minimum level” being 25% of the paid up share capital of the Company as specified in the listing condition or listing agreement, we will either individually or jointly with other promoter/ promoter group shareholders make an offer for sale of our holdings so that the public shareholding is raised to the permissible minimum level within a period of 3 months from the date of allotment in the

proposed Issue, as per the requirements of sub-clause 17.1 and 17.2 of SEBI (Delisting of Securities) Guidelines, 2003 or as per any amendment thereto or any other period as may be directed by SEBI or any appropriate authority.”

24. The Company has not availed of any Bridge Loan to be repaid from the proceeds of the issue.

25. The Company has not revalued its assets in the last five years preceding the date of this Letter of Offer. 26. The Company has 771 members as on 31st March 2008. 27. The Issue will not be kept open for more than 30 days unless extended, in which case it will be kept open

for a maximum of 60 days.


- 32 -

VI. OBJECTS OF THE ISSUE

The objects of this Rights Issue are to raise financial resources for:

a) Acquiring Equipments & Infrastructure for its operations. b) Investment in wholly owned subsidiary companies

c) Downlinking Expenses and Deposits.

d) Publicity, Distribution & Brand Building Expenses.

e) Preliminary & Preoperative Expenses.

f) Rights Issue Expenses.

g) Normal Working Capital requirements

The other objects set out in our Memorandum enable us to undertake our existing activities and the

activities for which funds are being raised by us through the Issue.

The total estimated expenditure to be incurred to finance the objects of the issue as mentioned below is based on Company’s current business plan and internal management estimates. The Company may have to revise its business plan which may include among other things rescheduling capital expenditure, changes in implementation schedule, increase or decrease in the expenditure in

relation to each objects mentioned above or incurring expenditure on matters not currently envisaged.

COST OF THE PROJECT

We intend to utilize Net Proceeds for financing the stated objects. The details of utilization of Net Proceeds

are as per the table set forth below:

(Rs. in Lacs) Sl. No.

Proposed Expenditure Program Estimated cost of project

1. Acquiring Equipments & Infrastructure for its operations. 570.00

2. Investment in wholly owned subsidiary companies. 75.00

3. Downlinking Expenses and Deposits. 35.00

4. Publicity, Distribution & Brand Building Expenses. 150.00

5. Preliminary and Preoperative Expenses. 190.00

6. Rights Issue Expenses. 30.00

7. Normal Working Capital. 150.00

Total 1200.00


- 33 -

MEANS OF FINANCE:

The total project cost is proposed to be funded through (i) Proceeds of the present rights Issue;(ii) the balance amount through internal accruals, if any.

The stated objects of this Issue are proposed to be entirely financed by the issue proceeds and internal accruals if any required. Thus the Company is in compliance with the clause 2.8 of the SEBI DIP guidelines for firm arrangements of finance through verifiable means towards 75% of the stated means of

finance, excluding the amount to be raised through the proposed Issue, as the same does not apply to us.

PROJECT APPRAISAL

The funds requirement are Company’s own estimates and have not been appraised by any bank /

financial institution.

SCHEDULE OF IMPLEMENTATION/ UTILISATION OF ISSUE PROCEEDS: The entire funds will be utilized as and when it is available to the company. Sl. No.

Objects Estimated schedule of deployments of funds

1. Acquiring Equipments & Infrastructure for its operations.

January ‘08 December ‘08

2. Investment in wholly owned subsidiary companies.

February’ 08 October ‘08

3. Downlinking Expenses and Deposits. May ‘08 September ‘08

4. Publicity, Distribution & Brand Building

Expenses.

August’ 08 March ‘09

5. Preliminary and Preoperative Expenses. April ‘08 March ‘09

6. Rights Issue Expenses. February ‘08 October ‘08

7. Normal Working Capital. September ‘08 March ‘09

Funds Deployed Our Company has incurred an expenditure of Rs. 115.32 lac on the proposed diversification programme in Media & Entertainment sector till 31.05.2008 as per the Certificate of M/s. CLB & Associates, Chartered Accountants, Mumbai dated 31.05.2008. The break up of the expenditure incurred till date are given as under:

Particulars Amount (Rs. In Lacs) Cost incurred till 31.05.2008 Rights Issue Expenses Advance payment of consultant fees Investment in Subsidiaries

Purchase of computers, fixtures & other equipments Pre-Operative Expenses

10.44 3.37

28.62

41.52 31.37

Total 115.32

Means of Finance

Internal Accruals 51.07

Unsecured Loan* 64.25

Total 115.32 *the unsecured loan is to be repaid out of the rights issue proceeds.


- 34 -

DETAILS OF USE OF PROCEEDS: 1. Acquiring Equipments & Infrastructure for its operations.

We plan to invest in equipment such as sound-mixers, lights, cameras and additional studio equipment for complete studio and Newsroom Automation. We have obtained quotations from supplier, which is represented below:

Sr. No.

Equipment Supplier Quotation dated

Qty Total Price incl. of Sale tax of Duty (In Lacs)

1 HP Pentium 4 with 2GB RAM / 80GB HDD / Keyboard / Mouse / 17” Flatron monitor

CMS Computer’s Ltd

7-5-2008 10 10.4000

2 Apple G5 2.5 GHz, 4 GB RAM (add), 250 GB


7-5-2008 5 14.2584

3 Apple Final Cut Studio 5.0 CMS Computer’s

Ltd

7-5-2008 5 3.7887

4 Sony Headphone MDR-7502 CMS Computer’s Ltd

7-5-2008 5 0.1630

5 Coles 4115 Lip Mic-nearfield,

handheld with Audio Buddy

CMS

Computer’s Ltd

7-5-2008 2 1.8000

6 Audio Digital Converter from XLR to USB for Audio Buddy


7-5-2008 2 0.1800

7 Decklink Extreme 10 bit Uncompressed Analog/Digital PCle CARD


7-5-2008 2 1.3520

8 Apple 20’ Display CMS Computer’s

Ltd

7-5-2008 5 2.8600

9 Apple Motion CMS Computer’s Ltd

7-5-2008 1 0.1766

10 SATA X 400 X 3 X G5 JAM or equivalent CMS Computer’s Ltd

7-5-2008 2 2.3920

11 Apple Shake CMS Computer’s Ltd

7-5-2008 1 2.2880

12 Adobe After Effects Pro CMS Computer’s Ltd

7-5-2008 2 1.3312

13 Creative Amplified Speaker CMS Computer’s

Ltd

7-5-2008 2 0.1040

14 Maya CMS Computer’s Ltd

7-5-2008 1 1.3520


- 35 -

Sr. No.



15 3D Graphic system:

• HP Dual Xeon processor 2.8GHz, 160GB/4GB/SD with 17” TFT monitor • 3D Max software • Creative amplifier speaker

• Font Hindi


7-5-2008

2 2 2 2

5.2873 3.6428 0.1104 0.2758

16 Field Cameras:

• Sony DSR-PD 170P • Sony ECM77B wired microphone,

Lapel • Carry Case (Local) • Battery Charger, BC-V615 • Battery pack, NP-F970

• Light, HVL 20DW2 • Tripod Manfrotto 701 • NVL Teleprompts kit


7-5-2008

20 20 20 20 40

20 20 20

29.9231 2.5690 1.0125 1.2375 4.0500

2.0250 3.2625 1.6875

17

3 Camera Studio – Main

• Sony DXC-D50PL • Fujinon Lens (20X) • Fujinon MS01 Manual focus and

server • Sony CCU-D50 • 10Meter CCU Cable • 25 Meter CCU Cable • Sony CCZ-1B bulkhead connector • Studio Assist-150mm Tripod with

Dual pan/tilt bar, 7speed head, dolly, Carrying case, incl sales tax • Telescript FPS 150 H/W • Telescript Pro 200 S/W with MOS

intel • Prompter PC-HP P4, 2.5GHz, 512MB • Sony 17” TFT LCD Display • LCD Sony Plasma Display 42”

PFM42 • Sony 14” TV • Cobalt D/A converter 4010-anchor

Desk, studio fbk. • Microphone – Wired (Sony)- ECM-

67 • Microphone – Wireless Sennheiser • Studio wall Box

CMS

Computer’s Ltd

7-5-2008

3 3 3 3 4 2 4 3

1 1 1 2 1 1 5 3 3

1set

17.9326 3.3534 1.6096 5.7729 1.0141 0.9121 0.3058 2.2815

2.5820 2.3264 0.4996 0.4369 1.8734 0.1013 1.8630 0.6334 1.2994

0.4500


- 36 -

Sr. No.



18

PCR: 3 CAMERA MAIN STUDIO:

• Apple G5 2.0 GHZ, 4GB Ram, • VPS- 700 Ginga SDI * in 4 out Vision Mixter • VPS 70SDI, to add from 8 to 16 Inputs • VPS70DS

• SONY 14” TV • Sony LMD2010 20” Video Monitor • Cobalt D/A converter 4010 • Sony LMD-1420 + BKM320D SDI;engineering monitor • Tek Rasteriser VTM 150 • Sony 15” TFT LCD Display

• Behringer Craft Spirit 8 audio mixer

• Headphones (Sony) – MDR – 7502 • Dorrough 280-A audio Loudness

mete • Comrex dual Telephone Audio

Bridge

• Rolland audio speakers amplifier • Sony DVD recorder or Equivalent

CMS

Computer’s Ltd

7-5-2008

4 1 1 1

16 2 6 2 1 1

1 1 1 1

2 1

16.2365 13.9501 2.5362 3.8049

1.6200 1.8854 2.2356 2.1313 5.4000 0.1560

3.1050. 0.0391 0.7452 0.6831

0.3375 0.3938

19

Machine Room: Video Server & Archival System (Apple)

• Apple Xserve G5 cluster node 2.3GHz dual, 512MB RAM, 80GB • Apple Xserver G5 2.3 GHz, dual,

512 MB RAM, 250GB, combo

• 4GB ECC RAM Kit For above server • Fibre Channel • Firewire Port 4:1 indigita card • X-Serve Raid 7.0 TB, • Samsung 17” Flatron SVGA

Display • 12 Port KVM Switch – Rose

• Apple Keyboard & Mouse • Canopus ADVC1000 I/O DV-SDI • Dorrough 280-A Audio Loudness

Meter • Gigabit Ethernet Switch 24GigE • Brocade 3800 Silkworm Fibre

• Storage Area Network SAN Software

• XServe Raid Spare Part Kit • Xserve G5 spare part Kit


7-5-2008

4 2

6 6 2 2 1 1

1 8 1 2 2

6 1 1

10.2415 6.3863

4.9958 2.1857 1.6653 19.0695 0.1249 1.2500

0.0468 12.6000 0.7452 2.8102 17.6936

3.4240 1.6653 0.5412


- 37 -

Sr. No.



20 Ingest – Monitoring:

• DSR 1500 AP • DSR 1800 AP • Sony LMD 1420+BKM320D SDI;

eng. • Sony 15” TFT LCD Display monitor • Mackie digital audio mixer – 8

input • Creative amplifier speaker • Dorrough 280-A Audio Loudness

Mete • Headphones (Sony) – MDR – 7502


7-5-2008

4 2 1 2 2

3 1 3

11.3694 8.1948 0.7673 0.3120 0.9000

0.1561 0.7452 0.0932

21 ROUTER:

• Talia – Digital Video Routing Switcher

System 32 x 32 including 3 Advanced conteol panels for mcr, Eng, pcr; rs422 machine control Panels for ingest, mcr, main pcr; 16 X/y matrix control panel; Assignments= test/repair

Engineering, eng. Head, machine.


7-5-2008 1

15.5250

22 Intercom for Center:

• (SA-CMSZ) main base station

• (CLS-2) Desktop unit • (SACBP-1) Belt pack unit • (SACHS-1) Head set • (SALSM-1) Gooseneck mic • Electrovoice Ear phone for Anchor

(Local Purchase)


7-5-2008 1

4 4 8 4 6

1.2751

2.4992 0.9946 1.3261 0.5356 0.4388


- 38 -

Sr. No.



23 Terminal Equipment:

• Sync Pulse Generator automatic chan

• RUB h1 Module housing 19”/1RU • RUB 1PS POWER supply Module (40w) • RUB 1VD Distribution module 1:4

LTC, RS485, RS422, DCF Pulse • RUB 1GT Master generator (GM –

TTT • GPS receiver with antenna in ¼

19” • AC R332 all-automatic analog

clock,

• Audio DA’s – ada –Network • Audion DA frame with redundant • Analog Video Distribution

Amplifiers • SDI to Pal decoder-lnterfaces-

Cobalt • Pal to SDI encoder- Analog to

Digital • Frame for modules with redundant • ADC Digital Video Patch Panel 24 • ADC Digital Audio Patch Panel 24 • ADC Digital Video Patch cables • ADC Digital Audio Patch cables • Rack frame for all


7-5-2008

1 1 1 1

1 1 4

10 1 4 4 4

4 1 1 12 12 5

4.3106 0.2038 0.2460 0.3163

1.4126 0.4217 0.8434

2.0850 0.8785 0.6442 3.2681 3.2681

3.5141 0.8438 0.2531 2.3625 1.8225 2.8125

24

FORK Production suite

Automation, Facility Management, Transcoding (Format Converstion), Media management, Archival management, browsing / Editing, Graphics control System –Building4media FORK /TV


7-5-2008

55.6875


- 39 -

Sr. No.



25 Newsroom Computer System –

• News Automation System

Complete – � Octopus 15 user system including

1:1 instant-switch-over redundancy includes octopus core

including all modules for full tv network operation: story scheduling, scripting,rundowns, archive, MOS gateway; a full system is provided for all workstations

� Design note: we did not duplicate the costs in octopus of what is already provided in the Building 4 Media System such as low res browsing Creation, low res browsing clients,

� Includes Octopus Core – 15 users

� Includes Mos interface � Includes Unlimited Wires license

(all Wire feeds) � Includes Complete Sybase

Mirroring-All users � Includes Complete Sybase Server –

All users

� Includes Sybase User Licennse – 15 Users Web News Management System

• Windows 2003 Server system for

Octopus, redundant, 2 dual Xeon 2 GHz Processor servers, each with 2GB RAM, RAID with four 36 GB drives, 15” monitor


7-5-2008

1set

1 Set

1 Set 1 Set 1 Set 1 Set

1 Set

3

61.8750

8.4305

26 Graphics & 1 CAM Virtual Set:

• Beehive Virtual Set with 1 CAM Set Wasp3D

• Inscriber for LOGO Generaor, Inca Station


7-5-2008 1

1

52.5000

17.6800


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Sr. No.



27 Studio Lights


7-5-2008 1

11.2500

28 Cable and Connectors for integration of

various equipments mentioned

CMS

Computer’s Ltd

7-5-2008 1 16.8750

29 Integration, Material & Training Related Charges:

• Design Engineering Drawing Charges @ 1% of the Project cost Subject to max 7L

• Apple Traing Charges @ 1.5 % of the project Cost subject to max

10L • NRCS Charqes inteqration charqes • R4M inteqration charqes • Other Equipment Traing Charges

@15% of the Project Cost subject to max 10L

• Integration & Testing Charges @

3% of the Project Cost • 3 Months Handholding charges @

Rs. 8L / month Option


7-5-2008

2.2448 1.6836

2.2448 3.3672 4.4896

11.2240 2.6938

Total 540.1866

Add:- Contingency @ 5% 27.01

Grand Total 567.20

Say, 570.00

2. Investment in wholly owned subsidiary companies

The company has incorporated a wholly owned subsidiary namely IndiaNivesh TV Networks Pte. Ltd., at Singapore to start dedicated 24 Hours Property TV Channel. The company has also made an Up-linking application via IndiaNivesh TV Networks Pte. Ltd at Singapore for the broadcasting of the proposed channel. The main advantage of Up-linking the channel from Singapore is that it provides access to the channel around the world except USA and Europe. The company is also in line with incorporating another wholly owned subsidiary at Sharjah namely 'IndiaNivesh T V Networks FZE'. The Company has obtained

provisional approval from Sharjah Airport International Free Zone (SAIF - Zone) for incorporation of the same vide their letter dated June 12, 2008 and the Company will proceed to complete all the requisite formalities and incorporate the wholly owned subsidiary in the name of IndiaNivesh T.V. Networks FZE'. The Company estimate that the investment under this head will be around Rs 75 Lacs. 3. Downlinking Expenses and Deposits.

The Company has applied to I & B Ministry for downlinking of the proposed channel vides its letter dated 05.02.2008. The Company also proposes to establish virtual offices at various places on lease and license basis for which it need to make advance & deposits. The Company envisages that the Cost under this head will be around Rs 70 Lacs.


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4. Publicity, Distribution and Brand Building Expenses. The Company plans to market & distribute the channel through entering into necessary licensing agreement with both the existing cable network distribution system as well as the other popular method of distribution of channel system i.e., the Direct to Home (DTH) method. In terms of property, rules are changing much faster than we expect; thanks to the inflow of new concepts and practices. Almost the entire country is witnessing the commercial and residential property boom that has shot up to dizzying heights within a very short span of time. In order to get the channel a success and to garner the

maximum possible viewership required for the success of a channel, the Company plans to extensively publicize the launch of its channel so as to give the channel wide market visibility. The estimated cost under this head is estimated to be around Rs. 150 Lacs. 5. Preliminary and Preoperative Expenses The company will be incurring expenditure on Salaries and Wages for setting up Programming

Department, other infrastructure, Administrative, Electricity, Office running Expenses, Consumables/films, Travelling, Conveyance and other Expenses. The company has envisaged a cost of around Rs.190 Lac under this head.

6. Rights Issue Expenses

The expenses on the Rights Issue, expected to be roughly around Rs. 30 lac are stated as below: -

All the expenses for the rights issue will be borne out of the rights issue proceeds / internal accruals only.

7. Working Capital. The company would be allocating about Rs.150 lacs for working capital requirements for the proposed channel. This would involve advance monies to be paid to directors, artistes, editors, programmers, content providers, research & marketing agencies and various other parties involved in allied activities etc. Interim use of funds

We intend to use the proceeds of the Issue to meet all or any of the uses of funds described above. Pending utilization for the purposes described above, we intend to invest the funds in high quality interest bearing liquid instruments including money market mutual funds, deposits with banks, for the necessary duration or reducing overdrafts. Such investments would be in accordance with investment policies

approved by our Board from time to time. The Company confirms that pending utilization of the Issue proceeds, it shall not use the funds for any investments in the equity markets. In case, we utilize a portion of the funds raised for meeting short term working capital requirements, we undertake that these funds would eventually be directed towards the objects of the issue mentioned herein.

Sl No.

Particulars

Rs. in Lacs

% of total issue expenses

% of total issue size

1

Lead Manager Fees.

12.00

40.00%

1.00%

2

Registrar Fees, Auditors fees, Legal Advisors Fees.

1.50

5.00%

0.13%

3

Printing, Stationary and postage Expenses.

6.00

20.00%

0.50%

4

Bank and other charges.

0.50

1.67%

0.04%

5

Advertisement, Travel and Other Miscellaneous Expenses.

10.00

33.33%

0.83%

Total 30.00 100% 2.50%


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VII. BASIC TERMS OF THE ISSUE Terms of the Issue The Equity Shares proposed to be issued on rights basis are subject to the terms and conditions contained in this Letter of Offer, the enclosed Composite Application Form (“CAF”), the Memorandum and

Articles of Association of the Company, the provisions of the Companies Act, approvals from RBI, guidelines issued by SEBI, approvals from the stock exchanges where equity shares of the Company are listed, FEMA guidelines, notifications and regulations for issue of capital and for listing of securities and/ or other statutory authorities and bodies from time to time, the terms and conditions as stipulated in the allotment advice or letter of allotment or security certificate, the provisions of the Depositories Act, to the extent applicable, and any other legislative enactments and rules as may be applicable and introduced

from time to time.

Terms of Payment 100% of the issue price i.e. Re. 1/- shall be payable on Application. Authority for the Present Issue The authority for the present issue has been obtained vide the resolution passed by the Board of Directors of the Company at its meeting held on 16th January, 2008 and the shareholders approval obtained at Extra Ordinary General Meeting of the Shareholders held on 29th February, 2008.

Basis of the Issue Equity shares of Re.1/- each are being offered to the Members of the Company on rights basis in the

ratio of Five equity shares for every One equity share (i.e. 5:1), whose names appear on the Register of Members of the Company as on the close of business hours on [*], being the record date fixed by the Company in consultation with BSE. Ranking of the Equity Shares

The Equity Shares shall be subject to the Memorandum and Articles of Association of the Company and

shall rank pari-passu in all respects including dividends with the existing Equity Shares of the Company. Entitlement Ratio The Equity Shares are being offered on rights basis to the existing Equity Shareholders of the company in the ratio of 5 (Five) Equity Share for every 1(One) Equity Shares held as on the record date i.e. [*].

Face Value Each Equity Share shall have the face value of Re. 1/- each. Issue Price Each Equity Share is being offered at a price of Re. 1/- each. Market Lot The market lot for the Equity Share is 1. In case of physical certificates, the Company would issue one share certificate to a single Shareholder.


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VIII. BASIS FOR ISSUE PRICE

Qualitative Factors

� Luminaire Technologies Ltd. (LTL) is in the business of providing IT enabled services, helpdesk support, network maintenance and technical support to its clients. The company has also proposed to venture in the business of media and entertainment.

� Company promoted by M/s IndiaNivesh Limited, a profit making dividend paying company engaged in diversified business activities of making strategic investment for revival / rehabilitation of sick industrial undertakings and of settlement / acquisition of stressed assets. Besides, INL is also doing investments into shares and securities etc.

� Professional Board of Directors.

� The company also has an advantage of being a pioneer to launch unique and unexplored concept of

Property channel.

For some of the qualitative factors, which form the basis for computing the price refer to “Business Strategy” beginning on page ** of this Letter of Offer.

Quantitative Factors

1. Adjusted Earning Per Share

Particulars EPS (Rs.) Weight

(a) 2004 - 05 (0.00) 1

(b) 2005 - 06 0.01 2

(c) 2006 - 07 (0.01) 3

(d) Weighted Average EPS 0.00

2. Price/Earning Ratio (P/E) in relation to issue price of Re. 1 per share

(a) Based on 2006-07 EPS

-

(b) Based on Weighted Average EPS

Infinite

3. Industry P/E ratios:

i) Highest 591.2

ii) Lowest 1.4

(iii) Average 27.0

(Source: CAPITAL MARKET June 16-29, 2008)


- 44 -

4. Comparison of key ratios with the Company of comparable size in the same Industry Group For the year ended March 2008.

Sr. No.

Company Name Turnover

(Rs. In Crs.)

B.V. (Rs.) RONW

%

EPS P/E

Market Price

as on 20.06.08

1 Television Eighteen India Limited

292.3 41.8 8.5 3.5 76.17 266.60

2 Raj Television Network Ltd.

50.7 85.2 13.7 10.1 12.22 123.35

3 New Delhi Television Ltd

305.6 7.4 12.4 0.8 528.25 422.60

4

Issuer Company

Luminaire Technologies Ltd. (December 2007)

0.15

1.03

(1.22)

(0.02)

Infinite

6.75

(Source: CAPITAL MARKET June 16-29, 2008 & www.bseindia.com)

5. Return on Net worth

*Re

turn on

*Net Worth is arrived at by dividing PAT by total shareholder’s funds (Net Worth) at the end of the fiscal year/ period.

6. Minimum Return on Increased Net Worth required to maintain pre-issue EPS as on March

31, 2007 – Not applicable since the Company has a negative EPS.

7. Net Asset Value

Particulars Amt. In Rs

(a) As on 31st March, 2005 #10.30

(b) As on 31st March, 2006 1.04

(c) As on 31st March, 2007 1.03

(a) After issue 1.00

(b) Issue Price 1.00

# Representing shares of the face value of Rs. 10/- each. The Face value of the Equity share capital of the company were subdivided from Rs.10/- per share to Re.1/- per share pursuant to the resolution passed by the shareholders of the company in their meeting held on 24.09.2005.

The Face Value per share is Re. 1 and the Issue Price of Re. 1 is at Par with the Face Value.

The Lead Manager believes that the Issue Price of Re.1 is justified in view of the above qualitative and quantitative parameters. The investors may to peruse the risk factors and the financials of the Company including important profitability and return ratios, as set out in the Auditor’s Report on page no.** of the Letter of Offer to have a more informed view of the investment proposition.

Year RONW (%)* Weight

a) 2004 – 05 (0.13) 1

b) 2005 – 06 0.88 2

c) 2006 – 07 (1.22) 3

(d) Weighted Average RONW (0.34)


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IX. TAX BENEFITS

The Company is expected to get the following tax benefits according to the report dated 30th May 2008 submitted by its statutory auditor and reported hereunder.

Statutory Auditors' Letter

To M/s. LUMINAIRE TECHNOLOGIES LIMITED 601 & 602, Sukh Sagar, N.S. Patkar Math, Girgaum Chowpatty, Mumbai – 400 007. Dear Sirs, We hereby report that the enclosed annexure states the possible tax benefits available to Luminaire Technologies Limited (LTL / “Company”) and its shareholders under the current tax laws presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on business imperatives the Company

faces in the future, the Company may or may not choose to fulfill. The benefits discussed below are not exhaustive. 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. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of

their participation in the issue. We do not express any opinion or provide any assurance as to whether:

• The Company or its shareholders will continue to obtain these benefits in future; or

• The conditions prescribed for availing the benefits have been / would be met with.

The contents of this 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. For CLB & Associates. Chartered Accountants

S.Sarupria Partner M.No. 35783

Date: 30/05/2008 Place: Mumbai


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TAX BENEFITS

A. Under the Income-Tax Act, 1961 (“the Act”):

I. Benefits available to the Company 1. As per section 10(34) of the Act, any income by way of dividends referred to in Section 115-O (i.e. dividends declared, distributed or paid on or after 1 April 2003 by domestic companies) received on the

shares of any company is exempt from tax. 2. Capital assets may be categorized into short term capital assets and long term capital assets based on the period of their holding. All capital assets (except shares held in a company or any other security listed in a recognized stock exchange in India or a unit of the UTI or a unit of a mutual fund specified under section 10(23D) or a zero coupon bond as defined under section 2(48) of the Act) are considered to be long term capital assets if they are held for a period in excess of 36 months. Shares held in a company or any other

security listed in a recognized stock exchange in India or a unit of the UTI or a unit of a mutual fund specified under section 10(23D) or a zero coupon bond, shall be considered as long term capital assets if they are held for a period in excess of 12 months. Gains arising on transfer of long-term capital assets are “long term capital gains”. 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 wholly and exclusively in connection with the transfer of a capital asset, from the full value of consideration to arrive at the amount of capital gains. Further, in respect of long term capital gains, it offers a benefit by permitting substitution of cost of

acquisition / improvement with the indexed cost of acquisition / improvement, which increases the cost of acquisition / improvement by a cost inflation index, as prescribed annually. However, in context of transfer of shares held in an Indian company by a non-resident, the computation of long term capital gains is to be determined in the foreign currency initially utilized for the purpose of acquiring the shares (First proviso to Section 48 of the Act). The capital gain (i.e., sale proceeds less cost of acquisition/improvement) so computed in the original foreign currency is then required to be reconverted into Indian rupees at the prevailing

prescribed rate of exchange. Accordingly, it may be noted that the benefit of indexation is not available if a non-resident purchases the shares in foreigncurrency. 3. As per the provisions of section 32(2) of the Act, where full effect cannot be given to the depreciation allowance in any year, the same can be carried forward and claimed in the subsequent year(s). Further, as per the provisions of section 72 of the Act, unabsorbed business losses which is not set off in any previous year can be carried forward and set off against the business profits of the subsequent assessment year(s),

subject to a maximum of eight assessment years. However, the carry forward and set off of business losses are subject to restrictions specified in section 79 and section 80. 4. As per section 10(35) of the Act, the following income shall be exempt in the hands of the Company: a. Income received in respect of the units of a Mutual Fund specified under clause (23D) of section 10; or b. Income received in respect of units from the Administrator of the specified undertaking; or c. Income received in respect of units from the specified company

However, this exemption does not apply to any income arising from transfer of units of the Administrator of the specified undertaking or of the specified Company or of a mutual fund, as the case may be. For this purpose (i) “Administrator” means the Administrator as referred to in section 2(a) of the Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002 and (ii) “Specified Company” means a company as

referred to in section 2(h) of the said Act. 5. As per section 10(38) of the Act, long term capital gains arising to the Company from the transfer of a long term capital asset being an equity share in a company or a unit of an equity oriented fund where such transaction is chargeable to securities transaction tax would not be liable to 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 domestic companies to the extent of more than sixty five percent 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. As per the section 115JB, the Company will not be able to reduce the income to which the provisions of section 10(38) of the Act apply while calculating “book profits” under the provisions of section 115JB of the


- 47 -

Act and will be required to pay Minimum Alternate Tax @11.22% (including a surcharge of 10% and education cess of 2% on the overall tax) of

the book profits determined. As per section 88E of the Act, the securities transaction tax paid by the shareholder in respect of taxable securities transactions entered into in the course of the business would be eligible for deduction from the amount of income tax on the income chargeable under the head “Profits and Gains of Business or Profession” arising from taxable securities transactions, subject to certain limits and conditions specified in the section.

6. As per section 112 of the Act, taxable long-term capital gains, if any, on sale of listed securities or units or zero coupon bonds (in cases not covered under section 10(38) of the Act) would be charged to tax at the rate of 20% (plus applicable surcharge and education cess) after considering indexation benefits in accordance with and subject to the provisions of section 48 of the Act or at 10% (plus applicable surcharge and education cess) without indexation benefits, at the option of the Company. Under section 48 of the Act, the long term capital gains arising out of sale of capital assets excluding bonds and debentures (except Capital Indexed

Bonds issued by the Government) will be computed after indexing the cost of acquisition/improvement. 7. As per 54EC of the Act and subject to the conditions and to the extent specified therein, long-term capital gains (in cases not covered under section 10(38) of the Act) arising on the transfer of a long-term capital asset will be exempt from capital gains tax if the capital gains are invested in a “long term specified asset” within a period of 6 months after the date of such transfer.

However, if the assessee transfers or converts the long term specified asset into money within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term capital gains in the year in which the long term specified asset is transferred or converted into money. A “long term specified asset” means any bond, redeemable after three years and issued on or after the 1st

day of April 2006: (i) by the National Highways Authority of India constituted under section 3 of the National Highways Authority of India Act, 1988, and notified by the Central Government in the Official Gazette for the purposes of this section; or (ii) by the Rural Electrification Corporation Limited, a company formed and registered under the Companies Act, 1956, and notified by the Central Government in the Official Gazette for the purposes of this section.

8. As per section 111A of the Act, short term capital gains arising to the Company from the sale of equity share or a unit of an equity oriented fund transacted through a recognized stock exchange in India, where such transaction is chargeable to securities transaction tax, will be taxable at the rate of 10% (plus applicable surcharge and education cess).

II. Benefits to the Resident Shareholders of the Company under the Income-Tax Act, 1961: 1. As per section 10(34) of the Act, any income by way of dividends referred to in Section 115-O (i.e. dividends declared, distributed or paid on or after 1 April 2003) received on the shares of the Company is exempt from tax. 2. As per section 10(38) of the Act, long term capital gains arising to the shareholder from the transfer of a

long term capital asset being an equity share in the Company, where such transaction is chargeable to securities transaction tax would not be liable to tax in the hands of the shareholder. 3. As per section 112 of the Act, if the shares of the Company are listed on a recognised stock exchange, taxable long term capital gains, if any, on sale of the shares of the Company (in cases not covered under section 10(38) of the Act) would be charged to tax at the rate of 20% (plus applicable surcharge and

education cess) after considering indexation benefits or at 10% (plus applicable surcharge and education cess) without indexation benefits, whichever is less. The excess shall be ignored for the computation of tax. 4. As per section 54EC of the Act and subject to the conditions and to the extent specified therein, long-term capital gains (in cases not covered under section 10(38) of the Act) arising on the transfer of a long-term capital asset will be exempt from capital gains tax if the capital gains are invested in a “long term specified asset” within a period of 6 months after the date of such transfer. However, if the assessee transfers or

converts the long term specified asset into money within a period of three years from the date of their


- 48 -

acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term capital gains in the year in which the long term specified asset is transferred or converted into money.

A “long term specified asset” means any bond, redeemable after three years and issued on or after the 1st day of April 2006: (i) by the National Highways Authority of India constituted under section 3 of the National Highways Authority of India Act, 1988, and notified by the Central Government in the Official Gazette for the purposes of this

section; or (ii) by the Rural Electrification Corporation Limited, a company formed and registered under the Companies Act, 1956, and notified by the Central Government in the Official Gazette for the purposes of this section. 5. As per section 54F of the Act, long-term capital gains (in cases not covered under section 10(38) of the Act) arising to an individual or Hindu Undivided Family (HUF) on transfer of shares of the Company will be

exempt from capital gains tax subject to certain conditions, if the net consideration from such shares is used for purchase of a residential house property within a period of one year before or two year after the date on which the transfer took place or for construction of a residential house property within a period of three years after the date of transfer. 6. As per section 111A of the Act, short term capital gains arising to the shareholder from the sale of equity shares of the Company transacted through a recognized stock exchange in India, where such transaction is

chargeable to securities transaction tax, will be taxable at the rate of 10% (plus applicable surcharge and education cess). Individuals/HUF will be eligible to the benefit of minimum exemption limit of income for the purpose of taxability as prescribed in the act. III. Non-Resident Indians/Non Resident Shareholders (Other than FIIs and Foreign venture capital investors). 1. As per section 10(34) of the Act, any income by way of dividends referred to in Section 115-O (i.e. dividends declared, distributed or paid on or after 1 April 2003) received on the shares of the Company is exempt from tax. 2. As per section 10(38) of the Act, long term capital gains arising to the shareholder from the transfer of a long term capital asset being an equity share in the Company, where such transaction is chargeable to securities transaction tax would not be liable to tax in the hands of the shareholder.

3. As per section 54EC of the Act and subject to the conditions and to the extent specified therein, long-term capital gains (in cases not covered under section 10(38) of the Act) arising on the transfer of a long-term capital asset will be exempt from capital gains tax if the capital gains are invested in a “long term specified asset” within a period of 6 months after the date of such transfer. However, if the assessee transfers or converts the long term specified asset into money within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term

capital gains in the year in which the long term specified asset is transferred or converted into money. A “long term specified asset” means any bond, redeemable after three years and issued on or after the 1st day of April 2006: (i) by the National Highways Authority of India constituted under section 3 of the National Highways Authority

of India Act, 1988, and notified by the Central Government in the Official Gazette for the purposes of this section; or (ii) by the Rural Electrification Corporation Limited, a company formed and registered under the Companies Act, 1956, and notified by the Central Government in the Official Gazette for the purposes of this section. 4. As per section 54F of the Act, long-term capital gains (in cases not covered under section 10(38) of the

Act) arising to an individual or Hindu Undivided Family (HUF) on transfer of shares of the Company will be exempt from capital gains tax subject to certain conditions, if the net consideration from such shares is used for purchase of a residential house property within a period of one year before or two years after the date on which the transfer took place or for construction of residential house property within a period of three years after the date of transfer.


- 49 -

5. Under section 115-I of the Act, the Non-Resident Indian shareholder has an option to be governed by the provisions of Chapter XIIA of the Act viz. “Special Provisions Relating to Certain Incomes of Non-Residents”

which are as follows:

a) As per 115E of the Act, where shares in the Company are acquired or subscribed to in convertible foreign exchange by a Non-Resident Indian, capital gains arising to the non-resident on transfer of shares held for a period exceeding 12 months, shall (in cases not covered under section 10(38) of the Act) be concessionally taxed at the flat rate of 10% (plus applicable surcharge and education cess)

(without indexation benefit but with protection against foreign exchange fluctuation).

b) As per section 115F of the Act, long-term capital gains (in cases not covered under section 10(38) of the Act) arising to a Non-Resident Indian from the transfer of shares of the company subscribed to in convertible foreign exchange shall be exempt from income tax, if the net consideration is reinvested in specified assets within six months of the date of transfer. If only part of the net consideration is so reinvested, the exemption shall be proportionately reduced. The amount so exempted shall be

chargeable to tax subsequently, if the specified assets are transferred or converted into money within three years from the date of their acquisition.

c) As per section 115G of the Act, Non-Resident Indians are not obliged to file a return of income under

section 139(1) of the Act, if their only source of income is income from specified investments or long term capital gains earned on transfer of such investments or both, provided tax has been deducted at source from such income as per the provisions of Chapter XVII-B of the Act.

d) As per section 115H of the Act, where the Non-Resident Indian becomes assessable as a resident in

India, he may furnish a declaration in writing to the Assessing Officer, along with his return of income, for the assessment year in which he is first assessable as a Resident, under section 139 of the Act to the effect that the provisions of the Chapter XII-A shall continue to apply to him in relation to such investment income derived from the specified assets for that year and subsequent

assessment years until such assets are converted into money. 6. The tax rates and consequent taxation mentioned above shall be further subject to any benefits available under the Tax Treaty, if any, between India and the country in which the non-resident has fiscal domicile. As per the provisions of section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the Tax Treaty to the extent they are more beneficial to the non-resident.

IV. Foreign Institutional Investors (FIIs) 1. As per section 10(34) of the Act, any income by way of dividends referred to in section 115-O (i.e. dividends declared, distributed or paid on or after 1 April 2003) received on the shares of the Company is exempt from tax. 2. As per section 10(38) of the Act, long term capital gains arising to the FIIs from the transfer of a long term capital asset being an equity share in the Company where such transaction is chargeable to securities

transaction tax would not be liable to tax in the hands of the FIIs As per section 115AD of the Act, FIIs will be taxed on the capital gains that are not exempt under the section 10(38) of the Act at the following rates: Nature of income Rate of tax (%) Long-term capital gains 10 Short term capital gains (other than referred to section 111A) 30*

*Reduced rate of 10 percent applies if the transaction for sale is chargeable to securities transaction tax under Chapter VII of the Finance (No.2) Act, 2004 The above tax rates have to be increased by the applicable surcharge and education cess. In case of long term capital gains, (in cases not covered under section 10(38) of the Act), the tax is levied on the capital gains computed without considering the cost indexation and without considering foreign exchange

fluctuation. 4. As per section 54EC of the Act and subject to the conditions and to the extent specified therein, long-term capital gains (in cases not covered under section 10(38) of the Act) arising on the transfer of a long-term capital asset will be exempt from capital gains tax if the capital gains are invested in a “long term specified asset” within a period of 6 months after the date of such transfer. However, if the assessee transfers or converts the long term specified asset into money within a period of three years from the date of their


- 50 -

acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term capital gains in the year in which the long term specified asset is transferred or converted into money.

A “long term specified asset” means any bond, redeemable after three years and issued on or after the 1st day of April 2006: (i) by the National Highways Authority of India constituted under section 3 of the National Highways Authority of India Act, 1988, and notified by the Central Government in the Official Gazette for the purposes of this

section; or (ii) by the Rural Electrification Corporation Limited, a company formed and registered under the Companies Act, 1956, and notified by the Central Government in the Official Gazette for the purposes of this section. 5. The tax rates and consequent taxation mentioned above shall be further subject to any benefits available under the Tax Treaty, if any, between India and the country in which the FII has fiscal domicile. As per the

provisions of section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the Tax Treaty to the extent they are more beneficial to the FII. V. Venture Capital Companies/Funds As per section 10(23FB) of the Act, all venture capital companies1 / funds2 registered with the Securities and Exchange Board of India, subject to the conditions specified, are eligible for exemption from income tax on all their income, including income from sale of shares of the Company. However income received by a person out

of investment made in a venture capital company or in a venture capital fund shall be chargeable to tax in the hands of such person. *1 Venture Capital Company which has been granted a certificate of registration under the Securities and Exchange Board of India Act, 1992 and notified as such in the Official Gazette 2 Venture Capital Fund, operating under a registered trust deed or a venture capital scheme made by the

Unit Trust of India, which has been granted a certificate of registration under the Securities and Exchange Board of India Act, 1992 and notified as such in the Official Gazette set up for raising funds for investment in a Venture Capital Undertaking VI. Mutual Funds As per section 10(23D) of the Act, any income of Mutual Funds registered under the Securities and Exchange Board of India Act, 1992 or Regulations made there under, Mutual Funds set up by public sector banks or

public financial institutions and Mutual Funds authorised by the Reserve Bank of India would be exempt from income tax, subject to such conditions as the Central Government may by notification in the Official Gazette specify in this behalf. VII. General Provisions of the Act vis-à-vis provisions of the Tax Treaty In respect of non-residents shareholders, the tax rates and consequent taxation mentioned above shall be

further subject to any benefits available under the Tax Treaty, if any, between India and the country in which the non-resident has fiscal domicile. As per the provisions of section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the Tax Treaty to the extent they are more beneficial to the non-resident. Security Transaction Tax (STT) STT in respect of any taxable securities transaction shall be collected from the seller or the buyer, on the value of such transaction, by every recognised stock exchange or the prescribed person in case of any Mutual Fund at the rate specified in section 98 of Act.


- 51 -

A. Gift Tax Act, 1958

Gift made after 1st October 1998 is not liable for gift tax, and hence, gift of shares of the Company would not be liable for gift tax.

B. Wealth Tax Act, 1957 Shares of a company held by the shareholder will not be treated as an asset within the meaning of section 2(ea) of the Wealth Tax Act, 1957. Hence the shares of the Company will not be liable to Wealth Tax.

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. Notes: (i) All the above benefits are as per the current tax laws.

(ii) In view of the individual nature of tax consequences, each investor is advised to consult his/her own tax advisor with respect to specific tax consequences of his/her investments in the shares of the company. 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 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 for any claims, liabilities or expenses relating to this assignment except to the extent

of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or

intentional misconduct. We will not be liable to any other person in respect of this statement.


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D. ABOUT THE ISSUER COMPANY

The information presented in this section has been extracted from publicly available documents, which have

not been prepared or independently verified by the Company, the Lead Manager or any of their respective

affiliates or advisors or the sources referred to herein. In this Section, we have relied on and referred to

information regarding the industry and competitors from market research reports, other publicly available

sources and information provided by the Company. Although we believe that this information is reliable, we

have not independently verified the accuracy and completeness of the information.

I. Overview of Electronic Media and Convergence

The Indian Entertainment and Media (E & M) industry is one of the fastest growing sectors in India. Entertainment and Media industry generally tends to grow faster when the economy is expanding. The Indian economy has been growing at a fast clip over the last few years, and the income levels too have been experiencing a high growth rate. Above that, consumer spending is also on the rise, due to a sustained increase in disposable incomes, brought about by reduction in personal income tax over the last decade. All these factors have given an impetus to the E&M industry and are likely to contribute to the growth of this

industry in the future. India’s economic growth over the past 10 year has been the fastest growth among major democracies, having grown at over seven per cent in four years in the 1990s. It represents the fourth largest economy in terms of ‘‘purchasing power parity’’. The Indian Entertainment and Media industry is expected to significantly benefit from this fast economic growth, as this industry is a cyclically sensitive industry that grows faster when the

economy is expanding. It also grows faster than the nominal gross domestic product growth (GDP) during all phases of economic activity due to income elasticity wherein when incomes rise, proportionately more resources get spent on leisure and entertainment and less on necessities. The consumption expenditure is rising due to rising disposable incomes on account of sustained growth in income levels and reduction in personal income tax over the last decade. Lifestyle changes brought about by changes in economic activity is also spurring the growth of the Indian Entertainment and Media industry. In

urban areas of India, the consumer mindset is changing due to increased exposure to global influences via media and other interactions leading to higher aspirations, which have provided a further fillip to leisure, related spending. Today, India has probably one of the most liberal investment regimes amongst the emerging economies with a conducive foreign direct investment (FDI) environment. The E&M industry has significantly benefited from this liberal regime and most segments of the E&M industry today allow foreign investment.

Indian advertising spends as a percentage of gross domestic product (GDP) – at 0.34 percent is abysmally low, as opposed to other developed and developing countries. Advertising revenues are vital for the growth of this industry. While today the low ad spends may seem like a challenge before the E&M industry, it also throws open immense potential for growth. This potential can be estimated by the fact that even if India was

to reach the global average, the advertising revenues would at least double the current advertising revenues, estimated at about Rs. 163 billion, for 2006. The size of E&M in India is currently estimated at Rs. 437 billion and is expected to grow at a compounded annual growth rate of 18 percent over the next few years. In the last year, the Industry has grown by 20 percent.

The Indian Entertainment and Media industry is projected to grow from an estimated Rs. 437 billion to Rs. 1 trillion in 2011, translating into a cumulative growth of 18 percent over the next few years. One of the key reasons for this high projected growth is the fact that the Entertainment and Media industry is a cyclical industry that grows faster when the economy is expanding. The Indian economy continues to perform strongly and one of the key sectors that benefits from this fast economic growth is the E&M industry. It also grows faster than the nominal GDP during all phases of economic activity due to its income elasticity wherein when incomes rise, more resources get spent on leisure and entertainment and less on necessities. Further,

consumption spending itself is increasing due to rising disposable incomes on account of sustained growth in income levels, and this also builds the case for a strong bullish growth in the sector.


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Television Industry

Amongst the segments of the entertainment and media industry, the television industry segment will continue to contribute the largest share as in the last three years. The television industry revenues are expected to

grow from the present size of Rs.191 billion to Rs.519 billion by 2011, implying a 22 percent cumulative annual growth over the next few years. Subscription revenues are projected to be the key growth driver for the Indian television industry over the next few years. Subscription revenues will increase both from the number of pay TV homes as well as increased subscription rates. The buoyancy of the Indian economy will drive the homes, both in rural and urban (second TV set homes) areas to buy televisions and subscribe for the pay services. New distribution platforms like DTH and IPTV will only increase the subscriber base and push up the subscription revenues.

(Source: The Indian Entertainment and Media Industry – The Growth Story Unfolds - PricewaterhouseCoopers - FICCI Report – March 2007).

Source: PWC Report


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The IMacS – IBEF report on Media and Entertainment, September 2006 also states that maximum growth is expected from Television and Film segments. As per this Report, India has about 105 million TV households and over 60 million cable connections and TV penetration expected to increase to 135 million households and cable connections to 85 million households by 2010.

Source: ImacS-IBEF Report

There are more than 350 channels available today, An urban cable home in the four metros currently receives approximately 90 TV channels in the analogue mode. Fifty of these channels are 'free-to-air' and the balance are 'pay', which are bundled together into bouquets. The television industry broadly has three streams of revenue:

� Subscription � Advertising and � Software Content.


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Television Broadcasting is increasingly catering to niche tastes in terms of vernacular languages based channels and channels based on varied programming content like news and regions, music, education,

kids' entertainment, lifestyle, spirituality, travel etc. Cable and satellite TV stations command large audiences for their multichannel offerings. News based channels are a big draw in India and often outperform entertainment channels in viewership. There are multiple domestic channels dedicated to 24-hour news and more are in the pipeline. India’s dynamic film industry is the principal provider of content to many broadcasters in the entertainment channel space. Doordarshan, the public TV service, operates 21 channels including its flagship DD1 channel, which reaches some 400 million viewers. Doordarshan

also has its DTH service DD Direct. It offers 33 'free to air' channels and plans to increase it to 50, besides 12 radio stations. Besides this, amongst the private DTH players, Zee Televisions’ Dish TV service has over 200,000 subscribers. (Tata Sky DTH services have also grown significantly in recent times)

It is estimated that, the Television Industry will grow at a rate of 18 per cent compounded annually on an overall basis for the next few years.

India is the third largest television market in the world today. There are over 119 million television households in India, which comprise only about 60 per cent of the total households in the country. Of these 119 million television households, about 50 million households receive cable television services,

leading to a penetration of only about 42 per cent cable TV households to total TV households and 25 per cent cable TV households to total households in India. As can be seen from these low penetration

percentages, there exists a huge untapped potential for growth in this industry.


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The chief area of growth in the Indian television industry is cable and satellite services and especially in the rural and semi-urban areas. As cable TV already exists in almost two thirds of urban Indian households today, the future growth in this segment is expected to come from television households in rural areas, which are yet to be connected by cable TV. Growth in television advertising, being linked to the GDP of the economy, is expected to outperform it by

at least five per cent in the coming years. Emergence of niche channels is expected to boost the realisation for the broadcasters alongwith the corrections in regulations in the distribution segment. Content producers’ revenues are likely to witness similar growth due to increases in the content spectrum, and are expected to grow at 16 per cent per annum compounded annually over the next few years. Delivery of content over newer wireless delivery formats is expected to open a new revenue

stream for such content producers.

Television Subscription

Subscription revenues will drive growth in the television segment over the next few years. The Indian television subscription market is currently estimated at about US$ 1667 million. In the short-term, growth is projected at 14 per cent, primarily from number of cable and satellite households (which is expected to grow at 8 per cent) and improved realisation. Thereafter, corrections in regulatory

mechanisms are expected to pave the way for addressability in cable distribution and also fuel the growth in digital distribution formats such as DTH (Direct-to-Home) and other emerging platforms such as IPTV. As the market matures, premium subscriptions for value added services would drive the growth in subscription revenues.


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Television Advertising The television advertising market in India today is estimated at about US$ 1067 million. The growth of the television advertising industry is primarily linked to the overall growth and development of the economy. Further, with increasing number of channels being launched, it is estimated that the industry

will grow by 12-14 per cent in the immediate next year and thereafter by 14 per cent per annum compounded annually, over the next few years. Emergence of niche channels is expected to boost realization for broadcasters along with the growth in the television distribution market.


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India currently spends less than 0.5 per cent of its GDP on advertisements. This is relatively low in terms

of the advertising spends in developed countries (1per cent of their GDP). This reflects a huge potential for television advertising market that exists in India.

Television Advertising - Revenues The advertising market is primarily being driven by rapid multichannel penetration and screation of new channels. With their increasing reach, advertisers are better able to target specific audiences. Further,

with a growing economy and GDP being a major stimulus of a country’s ad-spend, India has also seen a vast increase in the number of advertisers over the past years, and specially an increase in ad-spends of these advertisers in growing sectors such as telecom and insurance. The Government of India has also recently relaxed its uplinking guidelines for the news and current affairs channels from India. This has contributed to further growth in the television industry.

Television Software

High growth is expected in the television software segment at a compound rate of 16 per cent over the next few years. The increasing number of channels and consequent increase in content spectrum will primarily fuel this segment, in addition to the other growth drivers enumerated below. Key Growth Drivers

Pay revenues will be the primary growth driver for subscription revenues in the semi-urban & rural areas. The rise in pay revenues will come from growth in the number of cable and satellite homes in the semi-urban and rural areas. The growth in basic subscription revenues is primarily expected from this segment due to increased coverage of rural households. In the urban areas, the current penetration has already touched 67 per cent, which as per industry estimates is not projected to grow significantly. In these urban areas, the growth will come from increased realisation of subscription fees from the subscribers by

offering value added services and implementation of digital systems. Better enforcement of subscription collection is also expected to increase the revenue size.

Growth in number of TV households

The number of households with television sets continues to grow with current penetration at about 60 per

cent. This offers a huge scope for growth in the television households. Further, there is also a high potential for conversion of the non-cable and satellite households into cable and satellite households. Of the television owning households currently only about 40 per cent are cable and satellite households, with significant potential for conversion.

Low penetration of multi-channel colour TVs in the rural areas

The other growth potential for cable television in the rural areas is the current low levels of penetration of multi-channel colour TVs. A significant portion of these are sold in the urban areas. This indicates the growing potential of cable television in rural areas, which is a direct function of multi-channel colour TV sets.

Share of advertising revenue vis-à-vis subscription revenue

India primarily relies on advertising revenue due to a low share of pay TV revenues. Advertising revenue currently accounts for approximately 70-80 per cent of the total television revenues. However, it has been witnessed that in the developed economies, the share of advertisement and subscription revenue to total revenue is almost equal. This trend, itself indicates that there is significant growth potential in the subscription revenue.

Growth in television software segment

The increasing number of general entertainment channels, kids channels and increased consumer interest in niche channels like news will drive growth in this segment.

(Source: PwC Report on Entertainment and Media for IBEF)


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II. BUSINESS OVERVIEW

Introduction:

Luminaire Technologies Limited (LTL), is a widely held public limited company originally incorporated in the name & style of “Nandini Syntex Limited” on 22.07.1985 under the Companies Act, 1956 in the State

of Maharashtra. LTL obtained the Certificate of Commencement of Business on 16.08.1985. The name of the company was subsequently changed to “Strauss Industries & Exports Limited” and a fresh Certificate of Incorporation consequent on Change of Name was obtained from ROC on 03.07.1995. The name of the company was lastly changed to the present name “Luminaire Technologies Limited” and a fresh Certificate of Incorporation was obtained from ROC on 09.12.1999.The Equity Shares of LTL are listed at BSE only. The shares of the company are presently listed in B2 category of BSE.

The Company was earlier in the business of finance and trading of textile and yarns. Subsequently, the Company diversified its business in manufacturing and exports of leather garments in May 1993. The Company’s factory was located in Chennai and it exported the entire production to European countries. During 1998 a lot of tanneries were forced to close down due to pollution problems thus making it difficult to procure raw materials in time. As a result the Company’s production schedule and business was also affected. After this the management again decided to diversify the activities of the Company

into Computers and software, Information Technology related business. The Directors then identified a group of professional and started its activity in software business. The past performance of the Company has been satisfactory and the Company even paid dividends in the years 1993-94, 1994-95,1995-96 and 1999-2000. The Company has also declared bonus in the ratio of 2:1 during August 2000. LTL in association with ITI Bangalore had successfully installed multi-service wide Area captive network for Welspun India Limited connecting their factories and offices located at nine different places in India.

The entire project was executed on turnkey basis using 64kbps Leased Line and Multi Access Swith to provide Voice/Fax, Data and Video Services. Welspun uses DOT network for its telephone line and its own 9.6/64 kbps leased line for Data Communication. As per the contract, Welspun operational units at Colaba, Chira Bazar,Andheri, Delhi, Palghar, Vapi, Rakholi, Surat and Dahej have been inter connected to support Voice, Data and Video Conferencing facility. This network was first of its kind where the video Conferencing Service was supported on 64kbps Leased Line. The entire project was executed in 3 months (including the time taken for commissioning of the line and handed over Welspun in July 2000.

LTL has successfully developed a Thin Client Terminal (TCT) which is a low cost solution to Corporate Companies, which are using standard PCs as of now. The Thin Client is based on Cyrix Geode Processor and hard Real Time Operating System. The objective of developing the same is to provide appropriate solution for the proposed object, which involves large number of terminals for accessing information and data across the network.

LTL has developed business cases to address corporate customer’s network requirement where it will leverage by offering TCTs as user access terminals that offers, protection against technical obsolescence. The other benefits offered by TCTs are bare minimum investment on operating and application software since it requires to be loaded only at the server. TCT being a mere I/O device, the processing is done and the data are stored at the server, which ensure data integrity.

Presently the Company is engaged in the business of Information Technology (IT), Hardware, Software and providing IT enabled services, helpdesk support, network maintenance and technical support to its clients. In view of immense competition in the IT Industry and concentration of major business in the hands of few giant players, it is imperative for the Company to think to diversify its area of operations. The Company sees good potential in the Entertainment Industry and its contribution to the overall growth of economy. The business prospects in the Entertainment Industry looks more commercially viable in comparison to the IT Sector.

Company has altered its Objects Clause of Memorandum of Association of the Company by inserting the Entertainment related Objects and to enable the Company to start its activities in Media related activities through Postal Ballot. Company has also filed Form 20A with the Registrar of Companies, Mumbai for Commencement of New Business which have been approved by the Registrar of Companies.

Company has incorporated IndiaNivesh TV Networks Pte. Ltd., a wholly owned Subsidiary in Singapore to start dedicated 24 Hours Property TV Channel. The company has applied for issuance of downlinking facility to Ministry of Information and Broadcasting. The company is also in line with incorporating another wholly owned subsidiary at Sharjah namely 'IndiaNivesh T V Networks FZE'. The Company has


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obtained provisional approval from Sharjah Airport International Free Zone (SAIF - Zone) for incorporation of the same vide their letter dated June 12, 2008 and the Company will proceed to

complete all the requisite formalities and incorporate the wholly owned subsidiary in the name of IndiaNivesh T.V. Networks FZE'. There has been a change in the management of the company. IndiaNivesh Ltd (the acquirer) has acquired 41,91,000 equity shares of LTL representing 17.46% of the total paid-up capital of the Company pursuant to Share Purchase Agreements entered into by the Company dated July 06, 2007 with the

erstwhile Promoter and Persons acting in concert. Further it has acquired 80,37,030 fully paid up Equity Shares representing 33.54% of the total Paid-Up Share Capital of LTL in pursuance of the Open Offer made to the shareholders of the LTL in compliance with SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997 and subsequent amendments thereof. Property TV Channel – Our Approach Property TV is the need of the time because every segment of our life requires guidance and promotion, which is being helped either by market driven ad forces or influenced by popular perception. Our attempt would be to strike a balance between both these forces. Our Brand Logo: Property TV

Basically our persuasion would be broadly based on Knowledge powered by Information. OUR STRENGTH:

• Well known experienced experts from the industry with more than a decade of broadcasting

management skills will take care of the project.

• In terms of property, rules are changing much faster than we expect; thanks to the inflow of new

concepts and practices. Almost the entire country is witnessing the commercial and residential property boom that has shot up to dizzying heights within a very short span of time.

• This segment of market is still untouched and unexplored.

• Possibilities to grow this segment are the fastest as this is an ever growing sector.

OUR STRATEGY: Our strategic objective is to strengthen our position in the "VIEWS" genre and leverage revenues through

advertising and subscription by pursuing the following business strategies: Spreading our reach and gain market share:

We intend to increase our viewer ship and be the choice of various viewer categories by providing interactive views based programs, continuously differentiating our programming and presentation based


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on audience feedbacks and evolving into a people's channel, promoting and strengthening our brands by cross promotions in television, radio, print and other mediums as well as through public relations efforts.

Maximizing Advertisement Revenues:

We plan to maintain our focus on increasing and maximizing our advertising revenues by leveraging on our competitive strengths to attract viewers and advertisers for our channels, moving advertisers towards our television channel from other media as a larger target audience can be addressed at a relatively lower cost, leveraging on our brand equity to achieve better price realizations.

Maintaining control over Expenses: We intend to maintain control over our operating expenses by utilizing our human resources and

leveraging technology to control operating costs that include, among others, costs relating to production, communication and stores and spares. OUR PROCEESS: - Production Process Multi-cam setups are required for shooting the program, controlling and monitoring the shoot from the Production Control Room and recording the program. We look at the functionality of each equipment and its relevance in the production, postproduction and broadcasting chain.

Cameras, lenses are required for shooting the video. Camera converts the Audio / Video that it 'sees' into digital signals that can be transported over cable to the switcher. Camera requires a Camera Adapter (CA) and to control it's settings it needs a Camera Control Unit (CCU) which is actually controlled using

the Remote Control Panel (RCP), tripod and tripod adapter. To support the camera, we need to mount the camera on a tripod and therefore a suitable tripod adapter is required. For the cameramen to see the frame that is being sent to the PCR, viewfinder is required. Triax Cables connect the Camera in the studio with the Camera Control Unit in the PCR. This explains the complete camera chain, which is important for the shoot.

Switcher / Vision Mixer: The switcher switches between different video inputs such as various cameras, cassette players that are playing back stories, feeds coming through outdoor broadcast vans and other sources. The switcher itself contains several features which allow it to manage a program. These include the ability to mix several video sources with backgrounds in windows, keying of graphics seamlessly, controlling external devices such as clip and still stores, character generators and interfacing with play out automation using GPI triggers.

Microphones are important in recording audio which consists of Anchor Dialogue / Discussion / News reading. Other audio sources such as feeds, players, video cassette players, phone-in units are connected to the audio mixer. Audio mixer can combine various audio sources to give a single output to the Digital Video Cassette Recorder. It can also channelise the outputs so that specific audio channels are combined into specific outputs. This explains the process of shooting and recording the programme / bulletin / capsule for television.

The Post Production Process:

Ingest / Capture: It begins with getting the program that has been shot into a non-linear editing system. The VTR is routed to the Non-Linear editing system using the Audio/Video Router. The tape is then played back in the VTR and captured in the Non-Linear Editing Station as the Audio/Video

information flows through the cables and router. It is sometimes captured into a Video Server using an ingesting station. When captured into a Video Server the Audio/Video footage is available to all the Non Linear Editing (NLE) Systems connected via LAN to the Video Server's Storage. High speed and redundancy ensure that multiple clients can access the same storage at once.

Editing: Once the Audio/Video footage is captured, it is available in what is called the "Bin". The "Bin" is a repository of all available Audio/Video footage. It can be sorted on date/time of capture size, clip name

etc. This way the editor has easy access to all the footage. The editor then places the footage on what is called a "TimeLine". A timeline lets the editor define the sequence in which the Audio/Video footage should be finally mastered. It allows the editor to add cuts, trims, inserts etc. to modify the footage.


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Editing may also involve adding music / effects / voice-overs etc. The editor can also overlay graphics, supers, titles etc. to deliver the final mastered sequence.

Print-to-Tape: If the NLE is in the same network as the video servers being used for play out automation, then the mastered programme can be exported from the Non-Linear editing station directly to the Video Server for telecast. Sometimes, the episodes may have to be "Printed" to tape so that they can be ingested via tape into the Video Server. The NLE System plays back the entire programme as it is laid on the timeline and the VTR records it on tape.

Equipment required in the Post Production Process

Equipments Uses Non Linear Editing Systems For editing the programmes Video Tape Recorders (VTRs) For transferring content between NLEs and tape

Graphics Station For creating graphical content in the program.

Dubbing, Sound and Mixing Stations For adding Voiceovers, sound effects, music etc

Monitors For monitoring the Video as it is being ingested, edited and printed to tape.

Speakers For monitoring the Audio as it is being ingested, edited and printed to tape.

Telecasting Process

Telecasting- Broadcasting visual images of stationary or moving objects are referred to as telecasting.

Telecasting is divided into two main areas of activity in the modern television and broadcasting world: Playout Automation and Uplinking.

Playout Automation process involves some essential equipment and software to work with the equipment.

Ingesting Station is PC with capture Card and ingesting software. It is used for capturing Audio / Video footage and storing it in the Video Server so that it can be telecast. It provides for the addition of some valuable data along with the clip such as, Clip ID, Name, Description, TC In, TC Out, Date, House Number, Segment Number, Topic, Author etc. Immediately upon finishing the ingest, the ingest station adds the clip to the Video Servers Catalogue.

The Video Server plays the most central part in the Playout Automation Processes. It interfaces with the ingest station so that Video footage captured by the ingest station can be stored in its storage system. It cues up and prepares clips so that the clips can be played out by the Playout Automation Software. It provides the backend engine to the Playout Automation Software to enable it to control external devices such as VTRs, Switchers and Logo Inserters.

The Playout Automation Software- The essential elements of the Playout Automation Software include

the playlist creation module, the Control Module and the Continuity module. The playlist creation module allows the operator to create a playlist using the available footage in the Catalogue. These may be programmes, promos, credit lines and commercials. The OnAir Switcher: Outputs of Both Video Servers is sent to an "On-Air Switcher" which is controlled by the Continuity of the Main Video Server which switches to the other Video Server automatically in case

of failure. Sometime automatic switching may not be possible in which case the operator can switch manually.

The Graphics Station / Logo Inserter / Ticker Machine: The switcher gives its output to the Graphics Station / Logo Inserter / Ticker machine as the case may be so that the Channel Branding and scrolls / tickers may be added. This output is then ready to be uplinked to Satellite for Broadcasting.


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Uplinking Process

The process of converting the signals to Radio Frequency signal and sending it to satellite is referred to as uplinking. A critical function of channel is that it requires high quality redundant equipments to keep running 24 hours. These equipments include encoders, multiplexers, modulators, upconverters, high performance amplifiers and antennas. Also the antennas require a tracking system to align the dish accurately for uplinking to the satellite.

Downlinking Process

Downlinking is a process of receiving the radio frequency signal by using a satellite dish, decoding it and converting it to an audio video signal. The cable operator installs the dish that points to the satellite to which the television channel is uplinking. The satellite dish receives the signal and provides it to a decoder that can de-code the MPEG 2 encrypted or free to air signal and convert it to an audio video signal. This signal is further distributed over the cable operators' network.

MARKET AND COMPETITION: I. Introduction The Indian economy is experiencing high growth, which is expected to continue over next few years. The economy had grown by an impressive 9% during 2005-06 and grew at an even higher rate of 9.4%

during 2006-07. With all sectors of economy, including manufacturing sectors recording robust growth rates, the Government of India is now targeting a sustained growth of over 9% for the future.


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Marketing Set-Up & Marketing Strategy The success of our business will depend greatly on our ability to effectively implement our business and growth strategy. Our approach would be to strengthen content as we believe that “CONTENT is the KING” and Basically our persuasion would be broadly based on Knowledge powered by Information. We will be extensively establishing our Channel network across all over India, We have also be appointing various personnel to ensure that our channel is well connected and better declaration from the cable

operator and MSO are obtained. On the same model, we are planning to extend our distribution network not only across India but also across, South East Asia, Middle East, USA, Australia, US and Africa. Company has incorporated IndiaNivesh TV Networks Pte. Ltd., a wholly owned Subsidiary in Singapore to start dedicated 24 Hours Property TV Channel. The company has applied for issuance of downlinking facility to Ministry of Information and Broadcasting. The company is also in line with incorporating another wholly owned subsidiary at Sharjah namely 'IndiaNivesh T V Networks FZE'. The Company has obtained provisional approval from Sharjah Airport International Free Zone (SAIF - Zone) for

incorporation of the same vide their letter dated June 12, 2008 and the Company will proceed to complete all the requisite formalities and incorporate the wholly owned subsidiary in the name of IndiaNivesh T.V. Networks FZE' Quality content with organized distribution network would enable us to increase our effective Advertisement rates and thereby our advertisement revenue.

Competitive Strength

• There has been a change in management of the company and the new promoter i.e., IndiaNivesh Ltd is an existing profit making and dividend paying company. • Highly motivated team of personnel. • Listed at Bombay Stock Exchange.

• The company has a added advantage of being a pioneer to launch such unique and unexplored concept of property channel.

Purchase of Property There is no property which the company has purchased or acquired or proposes to acquire, which is to be paid for, wholly or partly, out of the proceeds of the present issue or the purchase or acquisition of which has not been completed on the date of issue of this offer document, other than;

(a) The contract for the purchase or acquisition whereof were entered into, in the ordinary course of the Company’s business, such contracts not being made in contemplation of the issue or in consequence of the contract; or (b) Property in respect of which the amount of purchase consideration is not material

Insurance

We have not taken any personal accident insurance, medi-claim insurance policies for the benefit of our employees. We have not taken commercial general liability policies to cover against risks of damage to our property and we are also not covered with respect to fire and special perils insurance. We will work towards increasing our insurance coverage to such amounts that will be sufficient to cover all normal

risks associated with our operations and is in accordance with the industry standard. Intellectual Property

The Company has made an application for registration of the logo of PROPERTY TV on 24th December, 2007 under the Trade and Merchandise Marks Act, 1958.


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III. KEY INDUSTRY REGULATIONS

The Indian Wireless Telegraphy Act, 1933 (the “Wireless Act”) The Wireless Act governs all forms of “wireless communication”, i.e.; transmission and reception without the use of wires or other continuous electrical conductors between the transmitting and the receiving apparatus.

It stipulates that no person shall possess wireless telegraphy apparatus without obtaining a license in respect thereof. Applications under the Wireless Act are made to the Wireless Planning & Coordination Wing (“WPC”), a wing of the Ministry of Communications, created in 1952. The WPC is the national radio regulatory authority responsible for frequency spectrum management, including licensing to wireless users (government and private) in India. It exercises the statutory functions of the Central Government and issues licenses to establish, maintain and operate wireless stations. The WPC is divided into major sections like licensing and receival, new technology group and Standing Advisory Committee on Radio Frequency Allocation (the

“SACFA”). It is also involved in formulation of the frequency allocation plan, making recommendations to the International Telecom Union and clearance of all wireless installations in the country. Clearance from the WPC is required for the usage of certain equipment for television broadcasting including Satellite News Gathering (“SNG”) and Digital Satellite News Gathering (“DSNG”) equipment and teleports.

Foreign Investment Regulations The Government of India regulates foreign investment in the news and current affairs television channel-broadcasting sector. The limits of foreign investments in India are provided in the Industrial Policy issued by the Government of India.

• Foreign shareholding up to 49% of the paid up equity of the company is permitted with the prior

approval of the Government. However, an entity making portfolio investment in the form of FII/NRIs deposits shall not be “persons acting in concert” with FDI investors, as defined in Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

• While calculating foreign equity of the company, the foreign holding component, if any, in the equity

of the Indian shareholder companies of the company will be duly reckoned on pro-rata basis, so as to arrive at the total foreign holding in the company. However, the indirect FII equity in a company as

on March 31 of the year would be taken for the purposes of pro-rata reckoning of foreign holdings. In addition, the MIB has established guidelines for investment in Indian companies in the news and current affairs television channel broadcasting sector, which are discussed below. Guidelines for Uplinking News and Current Affairs Channels from India In July 2000, the MIB issued the Uplinking Guidelines. The Up linking Guidelines were formulated to permit privately controlled companies in India to establish uplinking hubs or teleports, permit uplinking of television channels from India and to facilitate Indian news agencies to have their own uplinking facilities for the purposes of news gathering and its further distribution to other news agencies or broadcasters. On March 26, 2003, the GoI introduced guidelines for uplinking of news and current affairs in TV channels from India. The GoI has on December 2, 2005 consolidated and notified these guidelines in supercession of all previous

guidelines. The key features of the Up linking Guidelines are as under:

• The companies seeking permission to set up uplinking hub/teleport or uplink a TV channel or uplink facility by a news agency have to be registered in India under the Companies Act.

• Foreign shareholding including FDI/FII/NRI investments cannot exceed 26% of the paid up equity of

the company. However, an entity making portfolio investment in the form of FII/NRIs deposits shall

not be “persons acting in concert” with FDI investors, as defined in Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

• Equity held by the largest Indian shareholder should be at least 51% of the total equity, excluding the

equity held by public sector banks and public financial institutions as defined in Section 4A of the Companies Act. While calculating foreign equity of the company, the foreign holding component, if

any, in the equity of the Indian shareholder companies of the company will be duly reckoned on pro-rata basis, so as to arrive at the total foreign holding in the company. However, the indirect FII equity in a company as on March 31 of the year would be taken for the purposes of pro-rata reckoning of foreign holdings.


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• The company shall make full disclosure, at the time of application, of shareholders agreements, loan

agreements and such other agreements that are finalized or are proposed to be entered into. Any subsequent changes in these have to be disclosed to the MIB, within 15 days of any change.

• It will be obligatory on the part of the company to intimate the MIB of the changes in foreign direct

investment in the company, within 15 days of such change. The applicant shall be required to intimate the names and details of all persons, not being resident Indians, who are proposed to be

inducted in the board of directors of the company.

• At least three-fourths of the directors on the board of directors of the company and all key executives and editorial staff shall be resident Indians.

• The representation on the board of directors of the company shall as far as possible be proportionate

to the shareholding. • All appointments of key personnel (executive and editorial) shall be made by the applicant company

without any reference on from any other company, Indian or foreign.

• The company must have complete management control, operational independence and control over

its resources and assets and must have adequate financial strength for running a news and current affairs TV channel.

• The chief executive officer of the company, known by any designation, and/or head of the channel,

has to be a resident Indian.

• The company should have a minimum net worth as prescribed below:

Item Required Net Worth Single TV channel Rs. 3.00 Crore For each additional TV channel Rs. 2.00 Crore

• Permission for usage of facilities/infrastructure for live news/footage collection and transmission,

irrespective of the technology used, will be given to only those channels, which are uplinked from India.

• The channel/company will ensure that its news and current affairs content provider(s), if any, are

accredited with the Press Information Bureau. Such accredited content provider(s) only can use

equipment/platform for collection/transmission of news/ footage.

• The company can uplink either in C or Ku Band. Uplinking in C Band would be permitted both to Indian as well as foreign satellites. However, proposals envisaging use of Indian satellites will be accorded preferential treatment. On the other hand, uplinking in Ku Band would be permitted through Indian satellite only, subject to the condition that this permission is not used to run/ operate DTH

service without proper license, to which separate guidelines apply. Satellite to be used should have been coordinated with Insat System.

• The company shall comply with the Programme & Advertising Codes, as laid down in the Cable

Television Networks (Regulation) Act, 1995 and the rules framed there under.

• The company shall comply with the terms and conditions of wireless operational licence to be issued

by the WPC Wing, Ministry of Communications & IT.

• It will be obligatory on the part of the company to take prior permission from the Ministry of Information & Broadcasting before effecting any change in the CEO/ board of directors.


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The Telecom Regulatory Authority Act, 1997 (“TRAI Act”) The TRAI Act established the Telecom Regulatory Authority of India (“TRAI”) and the Telecom Disputes Settlement and Appellate Tribunal (“TDSAT”). The TRAI and TDSAT are the regulatory and appellate bodies in India, which regulate telecommunication services and adjudicate disputes in relation thereto, respectively. Under the TRAI Act, the TRAI is empowered to make recommendations to the GoI or the entity empowered under the Telegraph Act to issue licenses in connection with matters such as the need and timing for

introduction of new service providers, terms and conditions of licenses issued to service providers and the revocation of licenses for non-compliance with terms and conditions. The functions to be discharged by the TRAI include ensuring compliance with the terms and conditions of licenses, regulate revenue sharing arrangements among service providers and specifying the standards of quality of service to be provided by service providers. The Department of Telecommunication has issued a notification dated January 9, 2004 which inter alia

included ‘broadcasting and cable services’ within the ambit of telecommunication services and thus the TRAI is now the regulator for broadcasting and cable services in India. The TRAI has been mandated to review policy governing broadcasting and cable services and has made significant recommendations and interventions in relation to the Conditional Access System (“CAS”) regime.

Basic Conditions/Obligations Permission for usage of facilities/infrastructure for live news/footage collection and transmission, irrespective of the technology used, is only to be granted to channels uplinked from India. The uplinking company or channel is further required to ensure that its news and current affairs content provider(s), if any, are accredited with the Press Information Bureau and that it uses only equipment which is duly authorised and permitted by the competent authority. The company/ channel is to undertake to comply with the programme and advertising codes, keep a record of the content uplinked for a period of 90 days and to produce the same

before any agency of the government, as and when required, The applicant company/channel is required to comply with all the terms and conditions of the permission/approval prescribed by the MIB and failure to comply with any of the terms and conditions will result in withdrawal of such permission/ approval and suspension/cancellation of the wireless operating licence issued by the WPC. The licensee is required to sign a licence agreement after allotment of frequency by WPC. The license agreement is to specify detailed terms and conditions under which the licence is to be operated. Within one year from the date of signing of licence agreement, the applicant company is required to obtain SACFA clearance, set up the necessary broadcast

facilities and obtain a Wireless Operating Licence from the Wireless Advisor in the WPC Wing of the Ministry of Communications and Information Technology and pay the spectrum usage fee as determined by the WPC. Conditional Access System (CAS) A conditional access system ("CAS") is a technology which enables electronic transmission of digital media, especially television signals, directly accessable to consumers who have subscribed and paid the requisites

subscription fee. It is a conditional access as the television signals are not availabe to the non subscribers. A set-top box (STB) containing a conditinal access module is required in the consumer's premises to receive the television signals. The Government of India issued a Notification No. 39 dated 9 January 2004 whereby, under the proviso to clause (k) of sub-section (1) of section 2 of the TRAI Act, 1997 as amended, the scope of the expression

telecommunication services was increased to include the broadcasting services and cable services also. Thus, broadcasting and cable services now come within the purview of the Telecom Regulatory Authority of India.


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IV. HISTORY AND CORPORATE STRUCTURE OF THE COMPANY

1. History & Background of The Company: Luminaire Technologies Limited (LTL) having its Registered Office at 601/602, “Sukh Sagar”, N.S. Patkar Marg, Girgaum, Chowpatty, Mumbai- 400 007, was originally incorporated in the name & style of “Nandini Syntex Limited” on 22.07.1985 under the Companies Act, 1956 in the State of Maharashtra. LTL obtained the Certificate of Commencement of Business on 16.08.1985. The name of the company was subsequently changed to “Strauss Industries & Exports Limited” and a fresh Certificate of Incorporation consequent on

Change of Name was obtained from ROC on 03.07.1995. The name of the company was lastly changed to the present name “Luminaire Technologies Limited” and a fresh Certificate of Incorporation was obtained from ROC on 09.12.1999.The Equity Shares of LTL are listed at BSE only. The shares of the company are presently listed in B2 category of BSE. The Registered Office of LTL was shifted to 601/602, “Sukh Sagar”, N.S. Patkar Marg, Girgaum Chowpatty, Mumbai- 400 007, w.e.f, 08.08.2007 from 214, Link-Way Estate, CTS No. 1093, New Link Road, Malad (West), Mumbai –400 064.

The Company was earlier in the business of finance and trading of textile and yarns. Subsequently, the Company diversified its business in manufacturing and exports of leather garments in May 1993. The name of the company was changed to Strauss Industries & Exports Limited on 03-07-1995. The Company’s factory was located in Chennai and it exported the entire production to European countries. During 1998 a lot of tanneries were forced to close down due to pollution problems thus making it difficult to procure raw materials in time. As a result the Company’s production schedule and business was also affected. After this the management again decided to diversify the activities of the Company into Computers and software

business. The Directors then identified a group of professional and started its activity in software business and the name of the Company was again changed to its present name LUMINAIRE TECHNOLOGIES LIMITED. The past performance of the Company has been satisfactory and the Company even paid dividends in the years 1993-94, 1994-95,1995-96 and 1999-2000. The Company has also declared bonus in the ratio of 2:1 during August 2000.

LTL in association with ITI Bangalore has successfully installed multi-service wide Area captive network for Welspun India Limited connecting their factories and offices located at nine different places in India. The entire project was executed on turnkey basis using 64kbps Leased Line and Multi Access Swith to provide Voice/Fax, Data and Video Services. Welspun uses DOT network for its telephone line and its own 9.6/64 kbps leased line for Data Communication. As per the contract, Welspun operational units at Colaba, Chira Bazar, Andheri, Delhi, Palghar, Vapi, Rakholi, Surat and Dahej have been inter connected to support Voice, Data and Video Conferencing facility. This network is first of its kind where the video Conferencing Service is supported

on 64kbps Leased Line. The entire project was executed in 3 months (including the time taken for commissioning of the line and handed over Welspun in July 2000.

LTL has successfully developed a Thin Client Terminal (TCT), which is a low cost solution to Corporate Companies, which are using standard PCs as of now. The Thin Client is based on Cyrix Geode Processor and hard Real Time Operating System. The objective of developing the same is to provide appropriate solution for the proposed object, which involves large number of terminals for accessing information and data across the

network.

LTL has developed business cases to address corporate customer’s network requirement where it will leverage by offering TCTs as user access terminals that offers, protection against technical obsolescence. The other benefits offered by TCTs are bare minimum investment on operating and application software since it requires to be loaded only at the server. TCT being a mere I/O device, the processing is done and the data are stored

at the server, which ensure data integrity. LTL is currently engaged in providing IT enabled services, helpdesk support, network maintenance and technical support to its clients. There has been a change in the management of the company. IndiaNivesh Ltd (the acquirer) has acquired 41,91,000 equity shares of LTL representing 17.46% of the total paid-up capital of the Company pursuant to Share Purchase Agreements entered into by the Indianivesh ltd. dated July 06, 2007 with the erstwhile

Promoters and Persons acting in concert. Further it has acquired 80,37,030 fully paid up Equity Shares representing 33.54% of the total Paid-Up Share Capital of LTL in pursuance of the Open Offer made to the shareholders of the LTL in compliance with SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997 and subsequent amendments thereof.


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Consequently, LTL has become the subsidiary of INL with effect from December 28, 2007 and the change in Management of the LTL was pursuant to the Board Meeting held on December 28, 2007.

Presently the Company is engaged in the business of Information Technology (IT), Hardware, Software and related fields. In view of immense competition in the IT Industry and concentration of major business in the hands of few giant players, it is imperative for the Company to think to diversify its area of operations. The Company sees good potential in the Entertainment Industry and its contribution to the overall growth of economy. The business prospects in the Entertainment Industry looks more commercially viable in

comparison to the IT Sector.

Company has altered its Objects Clause of Memorandum of Association of the Company by inserting the Entertainment related Objects and to enable the Company to start its activities in Media related activities thru Postal ballot. Company has also filed Form 20A with the Registrar of Companies, Mumbai for Commencement of New Business which have been approved by the Registrar of Companies.

Company has incorporated IndiaNivesh TV Networks Pte. Ltd., a wholly owned Subsidiary in Singapore to start dedicated 24 Hours Property TV Channel. The company has applied for issuance of downlinking facility to Ministry of Information and Broadcasting. The company is also in line with incorporating another wholly owned subsidiary at Sharjah namely 'IndiaNivesh T V Networks FZE'. The Company has obtained provisional approval from Sharjah Airport International Free Zone (SAIF - Zone) for incorporation of the same vide their letter dated June 12, 2008 and the Company will proceed to complete all the requisite formalities and incorporate the wholly owned subsidiary in the name of IndiaNivesh T.V. Networks FZE'.

Major Events in the History of the Company

YEAR

MAJOR EVENTS

1985 • Originally incorporated in the name & style of “Nandini Syntex Limited” on 22.07.1985 under the Companies Act, 1956 in the State of Maharashtra. LTL obtained the Certificate of Commencement of Business on 16.08.1985.

1985 • Maiden Public Issue of the company.

1995 • The name of the company was subsequently changed to “Strauss Industries & Exports

Limited” and a fresh Certificate of Incorporation consequent on Change of Name was obtained from ROC on 03.07.1995.

1996 • Bonus issue of Equity Shares in the ratio 1:1.

1999 • The name of the company was lastly changed to the present name “Luminaire

Technologies Limited” and a fresh Certificate of Incorporation was obtained from ROC on 09.12.1999.

2000 • Bonus issue of Equity Shares in the ratio 2:1.

2005 • The Face value of the Equity share capital of the company were subdivided from Rs.10/- per share to Re.1/- per share pursuant to the resolution passed by the

shareholders of the company in their meeting held on 24.09.2005.

2007 • The company was acquired by IndiaNivesh Limited pursuant to Regulation 10 & 12 of the SEBI (SAST) Regulations, 1997.

CHANGES IN THE MEMORANDUM OF ASSOCIATION: Since Incorporation, the following changes have been incorporated in Memorandum of Association of our Company a) Change in Object Clause

Sr. No.

Particulars Date of Meeting Nature of Meeting

1. Change in object clause: Clause 1, 1A, 1B & 1C was altered

13.10.1999

EGM

2. Change in object clause: A new clause 156 to 164 was inserted

N.A. Through Postal Ballot results of which declared on 4.8.2007


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b) Change of Authorized Capital The present authorized capital of our Company is Rs.1500 lacs comprising of Equity Shares @ Re 1 each. The details of changes in authorized capital since inception are as under:

Sr. No.

Particulars of Increase Date of Meeting Nature of Meeting

1 Upto 200 Lacs *Prior to 15.8.2000



* In absence of the availability of the relevant information from the records, exact data could not be stated.

2. Main Objects of the Company:

The main objects of the Company as set out in the Memorandum of Association are reproduced below:

1. To carry on business of system study, analysis design, development and implementation of software

systems of all kinds for usage of computer systems, communication system or combination of computer and communication system for using in Government, Industry, Business or other fields of activity .

1A. To carry on business of trading, manufacturing, importing & exporting and to act as consultants in software for usage of computer system, communication systems or combination of both systems and hardware of computer systems, communication systems and providing consultancy related to commercial

and non-commercial usage.

1B. To establish bureaus for providing computer education, computer services to process data and develop systems of all kind by processing jobs and hiring out machine time and assist to set up operate and supervise the operation of the data processing divisions of other companies or organisation in India or elsewhere.

1C. To carry on the business as manufacturers, consultants, designers, fabricators, assemblers, processors and dealers of all kind of computers, accounting and business machines, transistors, transformers, receivers, conductors magnetic components, microwave components, video games, tapes, discs, fitting switches and all hardware, software and peripherals thereto.

1.D To carry on the business of dyeing, bleaching, printing, combing, preparing, spinning, weaving,

manufacturing, selling, buying, importing, exporting and otherwise dealing in yarn linen, cloth and other goods and fabrics made from raw cotton, flax, hemp, jute, wool, silk, rayon and other man made fibres and filaments.

2. To act as principals, agents, brokers, buying and selling agents, wholesale and retail dealers and commission agents in all types of textiles and earn or grant commission on such transactions.

The company enables it to undertake the activities for which the funds are being raised in the present

Rights Issue pursuant to a resolution through Postal Ballot the result of which were declared on 04-08-2007 to include the following in the object clause of the company: 156. To carry on the business of broadcasting, telecasting, relaying, transmitting, or distributing in any

manner, any audio, video or other programmes or software for television, radio, internet or any other media through, including but not limited to, terrestrial satellite, cable, direct to home internet or interactive television network.

157. To carry on the business of producing, directing editing, distributing, purchasing, selling, acquiring or otherwise dealing in any manner, in any audio, video programme or software with respect to news,


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entertainment, current affairs, information, sports, education, history, cultural, art, science, fiction, gamer and communication and dubbing, recording, selling the same either in tapes, cassettes, photographs,

floppies, compact discs, laser discs, internet or any other media or software. To acquire rights for broadcasting, transmitting or distributing, in any manner, any live sports and entertainment events, shows, recording programmes, highlights, films and other programmes.

158. To carry on the business of import, export, purchase, sell, lease, distribute and supply of decoding and receiving equipment, to decode and receiving any encrypted and un-encrypted channels, including

but not limited to, decoders, receivers, IRDs (integrated decoders cum receivers), headends and any other equipment for receiving, transmitting and distribution of channels, setup converter and the like for the purpose of attainment of above objects.

159. To carry on business as advertising agents, to purchase and sell advertising time or space on any television, radio, internet, satellite in India or abroad or any other kind agent or representative for any person(s) or entities for soliciting/booking advertisements and/or any other promotional, commercial and

other programmes on any form of media or medium including collections of charges and remittances thereof to principles.

160. To telecast, broadcast, relay through any media including satellite, radio, computers, distribute through any cable and satellite channels, on cable networks, Direct to Home, Interactive Television or transmit the information/ advertisement/ products of the company or any other person and to set up infrastructure for all types of Media i.e. Radio, television, audio, video and other allied programmes for

the benefit of the listeners, viewers via satellite, cable channel, Direct to Home (DTH) or other communication channel.

161. To buy, sell, lease, hire, import, export or otherwise deal in any manner whatsoever copyrights of broadcasting, telecasting and showing all types of programmes, serials, films, episodes, plays, songs and commercial advertisements etc. through radio, cable TVs, satellite channels and other media in India and

elsewhere and to enter into agreements with author or such other persons, for the dramatic or other rights of operas, plays, films, apparatus, burlesque, vaudevilles, revues, ballet, pantomimes, spectacular pieces, musical composition and other dramatic and musical performances and entertainments or of the representation thereof in India and elsewhere, as well as foreign rights and to enter into agreements of all kinds with artists and such other persons related thereto.

162. To apply for, register or purchase or otherwise acquire in any part of the world letters patents,

brevets, inventions, licenses, copyrights, trademarks, trade-names and similar privileges and advantages, subject to royalty or otherwise, whether exclusive or non-exclusive or limited or any part or interest therein, for invention, improvements, magazines, articles, pictures, photographs, music, films, engravings, or for any purpose which may be objects of the Company or in any way connected therewith or capable of being used for any of the purpose of the Company or in which any member of the company may be interested, or any interest in any such inventions, patents, copyrights, trade-marks, trade-names and any license or licenses, in connection therewith.

163. To sponsor, purchase and enter into joint ventures and other arrangements with any other entity / person with respect to production and distribution of all types of songs, seriala, plays on Information, Education and Communication films, serials, programmes and like other activities for radio, television, cable channels, cinema, Doordarshan, Satellite, DTH and other establishments dealing in the same line.

164. To start or otherwise or other acquire, manage, maintain, rum, establish, television/video studio, video theaters, music/video, studio/concert halls and other building, works with conveniences for the purpose to manage, maintain and carry on said studios.

3. Subsidiary of the Company and its business

The company has incorporated IndiaNivesh TV Networks Pte. Ltd. a wholly owned subsidiary in Singapore on 30.11.2007 to start a dedicated 24 Hours Property TV Channel. The registered office of the company is situated at 14, Robinson Road, #13-00, Far Finance Building, Singapore – 048545. Since the company is yet to commence any business activity, no financial information has been made available till date. The company is also in the process incorporating another wholly owned subsidiary at Sharjah namely 'IndiaNivesh TV Networks FZE'. The Company has obtained provisional approval from Sharjah Airport

International Free Zone (SAIF - Zone) for incorporation of the same vide their letter dated June 12, 2008


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and the Company will proceed to complete all the requisite formalities and incorporate the wholly owned subsidiary in the name of IndiaNivesh T.V. Networks FZE'.

4. Shareholders Agreements:

The Company does not have any Shareholders Agreement as on the date of filing of this Letter of Offer.

5. Other Agreements:

The Company does not have any other Agreement as on the date of filing of this Letter of Offer other than those entered into in the ordinary course of business.

6. Strategic Partner & Financial Partner:

The Company does not have any strategic or financial partners as on the date of filing of this Letter of Offer.


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V. MANAGEMENT OF THE COMPANY 1. Board of Directors

The details of the Directors of the Company are given below:

Name Address, Occupation & Qualification, DIN

Designation

Age (Yrs)

Experience

(Yrs)

Directorship in other companies

Shri Chandrakant Thanawala S/o Mr. Kahandas

Thanawala. 701, Amrut Hermitage, Baptista Road, Vile Parle (W) Mumbai-400056

Retired B.Com, BA (Hons.), AMBIM (London), ACWA (London) DIN - 00014246

Chairman

74

48

• IndiaNivesh Limited. • Porritts & Spencer (Asia)

Limited

• IBI Chematur (Engg &

Consultancy) Limited

• Inarco Limited • ARI Consolidated

Investments Limited

• Lok Cements Limited

• Lok Global & National Constructions Limited

• De Beers India Private Limited

• Indo Berolina Industries

Private Limited

• Bec Chemicals Private Limited

• I-Maritime Consultancy

Private Limited

• Snow White Constructions Private Limited

• Fine-Line Circuits Limited

• Zenith Securities &

Investments Limited

• SAT Industries Limited

Shri Rajesh Nuwal S/o Mr. Madanlal Nuwal 701, Sunvile, Plot No. 80,

Nutan Laxmi Co-operative Housing Society Limited 8th Road, J.V.P.D., Vile Parle (West), Mumbai 400 056 Business

B.Com, FCA DIN - 00009660

Director 39

12 • IndiaNivesh Limited

• Casanostra Estates Private Limited

• Gooddeal Properties Private

Limited

• Sneh Shares & Securities Private Limited

• IndiaNivesh Commodities Private Limited

• IndiaNivesh Insurance Brokers

Private Limited


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• Siddhi Multi-Trade Private

Limited

• Krishnadeep Marketing Services Private Limited

Shri Nitesh Kumar Kabra. S/o Mr. Krishnagopal Kabra. 401/B, 4th Floor, Sachidanand, Raheja

Complex, Times of India, Malad (East), Mumbai - 400 097 Business B.Com

DIN - 00041578

Director 29 3 • Siddhi Multi-Trade Private Limited

• Nupoor Capitals Private Limited

• Krishnadeep Marketing Services Private Limited

Shri Achal Bangani S/o Mr. Ranoolal Bangani 1B/603, Green Meadows,

Lokhandwala, Kandivali (East), Mumbai 400 101. Business B.Com, FCA

DIN- 00552215

Independent & Additional Director

35 7 NIL

Shri Chandrakant Thanawala Shri Chandrakant Thanawala, aged 74 years is a B.Com, BA (Hons.), AMBIM (London), ACWA (London) and having around 48 years experience in the financial services industry. He has retired as managing director of Industrial Investment Trust Limited after serving for almost 30 years, a BSE listed company and an old NBFC registered with RBI.

Shri Rajesh Nuwal Shri Rajesh Nuwal, aged around 39 years is a commerce graduate and a fellow member of Institute of Chartered Accountant of India, having more than 12 years of experience in the areas of Capital Market, Investment Management, Accountancy, Taxation, Legal Matters, Compliance related work, Corporate Affairs etc. Mr. Nuwal is a promoter Director of Sneh Shares & securities Private Limited holding 100% of equity shares along with his family member which is promoter company of IndiaNivesh Limited. Being a

visionary and ability to garner the resources, Mr. Nuwal has initiated to set up an umbrella under a group head called ‘IndiaNivesh’ by making subsidiaries of INL to explore the different fields of activities i.e. Commodity Broking, Insurance Broking, Securities Broking, and Management Consultancy etc.

Shri Nitesh Kumar Kabra Shri Nitesh Kumar Kabra aged about 29 years is a commerce graduate and having more than three

years of experience in the fields of Capital Market, Stock Exchange Operations as well as Investment Management.


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Shri Achal Bangani Shri Achal Bangani aged about 35 years is a commerce graduate and a fellow member of Institute of Chartered Accountant of India. He has joined LTL w.e.f. 28.12.2007. Details of the Borrowing Powers: Subject to the provisions of Sections 58 – A, 292 and 293 of the Act and subject to any restriction

imposed by Reserve Bank of India, the Board of Directors, may from time to time at its discretion, by a resolution passed at a Meeting of the Board, accept deposits from Members, either in advance of Calls or otherwise, and generally accept deposits, raise loan, or borrow or secure the payment of any sum or sums of money for the purpose of the Company. Provided, however, where the monies to be borrowed together with the money already borrowed including acceptance of deposits (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) exceed the aggregate of the paid-up Capital of the Company and its free reserves (not being reserves set apart for any specific

purpose) the Board of Directors shall not borrow such monies without the sanction of the Company in general meeting. No debt incurred by the Company in the excess of the limit imposed by this Article shall be valid or effectual unless the lender proves that he advanced the loan in good faith and without knowledge that the limit imposed by this Article had been exceeded.

The payment or re-payment of moneys borrowed aforesaid may be secured in such manner and upon

such terms and conditions in all respects the Board of Directors may think fit, and in particular by a resolution passed at a meeting of the Board (and not by circular resolution) by the issue of debentures or debenture stock of the Company, (both present and future) including its uncalled Capital for the time being; and debentures, debenture stock and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

2. Compensation To Managing Director

No remuneration is paid to the directors of the company. No Director is being designated as Managing/Whole time Director. Mr. Rajesh Nuwal, Director, is looking after the day-to-day affairs of the

Company.

3. Corporate Governance

Our Company firmly believes in good Corporate Governance for effective management and control of business over a sustained period of time. The above philosophies along with sustenance of high ethical standards, govern the Company and its employees in all corporate activities. The composition of Board of Directors, Audit Committee, Investor Grievance Committee are in compliance with the requirement of Clause 49 of the listing agreement and Circular No. SEBI/

CFD/DIL/CG/1/2004/12/10 dated October 29, 2004.

Committees of the Board Our Company has the following committees formed out of the members of the Board. i) Audit Committee ii) Share Transfer and Shareholders’ / Investors’ Grievances Committee:

A. Audit Committee:

The Company had re-constituted the Audit Committee on December 28, 2008. The committee presently comprises of 3 Directors and the Chairman is an independent non-executive director:

Name of the Members Designation Nature of Directorship

Mr. Chandrakant Thanawala Chairman Non – Executive Independent director

Mr. Achal Bangani Member Non – Executive Independent director

Mr. Rajesh Nuwal Member Promoter Director


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The Terms of reference of the Audit Committee are given below:

(a) To review annual and quarterly financial statements and pre-publication announcements before submission to the Board.

(b) Overseeing of the company’s reporting process and the disclosure of its financial information to

ensure that the financial statement is correct, sufficient & credible.

(c) Reviewing the adequacy of internal audit function, internal control systems and action taken on internal audit reports. (d) To apprise the Board on the impact of accounting policies, accounting standards legislation.

(e) To hold periodical discussions with statutory auditors on the scope and content of the audit. (f) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. B. Compensation Committee Since the company has not appointed any executive director, the company is not required to form

Remuneration Committee. Accordingly, the company has not constituted any such Committee.

C. Share Transfer and Shareholders’ / Investors’ Grievances Committee:

The Company had re-constituted the Share Transfer and Shareholders’ / Investors’ Grievances Committee on August 8, 2007. The committee presently comprises of 2 Directors and the Chairman is an

independent non-executive director:

Name of the Members

Designation Nature of Directorship

Mr. Rajesh Nuwal Chairman Non – Executive Independent director

Mr. Nitesh Kumar Kabra Member Non – Executive Independent director

M/s. Adroit Corporate services Pvt. Ltd. is the Registrar and Share Transfer Agent.

The terms of reference of the Shareholders/Investors Grievance Committee are as follows:

a) To approve the transfer of shares.

b) To look after the matter relating to non-receipts of the refund orders, right entitlement, annual reports and other entitlements.

c) To look after the matters relating to dematerialization and re-materialization of shares

Policy on Disclosures & Internal procedure for prevention of Insider Trading

The provisions of Regulation 12 (1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 is applicable to our Company. We are complying with the requirements of the SEBI (Prohibition of Insider

Trading) Regulations, 1992.


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Brief Details of the Policy for Prevention of Insider Trading

Our Company endeavors to preserve the confidentiality of un-published price sensitive information and to prevent misuse of such information. Our Company is committed to transparency and fairness in dealing with all stakeholders and in ensuring adherence to all laws and regulations. Every Director, Officer, Designated Employee and Connected person of Our Company has a duty to safeguard the confidentiality of all such information obtained in the course of his or her work at Our Company. No Director, Officer, Designated Employee may use his or her position or knowledge of Our Company to gain

personal benefit or to provide benefit to any third party. Such persons are prohibited from communicating / or counseling others with respect to the securities of Our Company. Such persons should also refrain from profiteering by misusing the unpublished price sensitive information and thereby enabling Our Company to retain investor confidence. The policy includes the following:

Preservation of ‘Price Sensitive Information’: Employees/directors shall maintain the confidentiality of all Price Sensitive Information. Employees/ Directors shall not pass on such information to any person

directly or indirectly by way of making a recommendation for the purchase or sale of securities.

Need to know: Unpublished Price Sensitive Information will be handled on a ‘need to know’ basis i.e., Unpublished Price Sensitive Information shall be disclosed only to those within Our Company who need the information to discharge their duty and whose possession of such information will not give rise to a conflict of interest or appearance of misuse of the information.

All non-public information directly received by any employee shall be immediately reported to the head of department.

Limited access to the confidential information: Files containing confidential information will be kept secure. Computer files will have adequate security of login and password etc.

Prevention of misuse of ‘Price Sensitive Information’: All directors/officers and designated employees of Our Company will be subject to trading restrictions as enumerated below:

Trading window: The trading period is to be called ‘Trading Window’. All directors/ officers/ designated employees of Our Company shall conduct all their dealing in the securities of the company only in a valid trading window and shall not deal in any transaction involving the purchase or sale of the company’s securities during the periods when trading window is closed or during any other period as may be

specified by the Company from time to time.

Pre-clearance of trades: All directors/officers/designated employees of the company who intend to deal in the securities of the company (above a minimum threshold limit) should preclear the transactions as per the pre-dealing.

Penalty for contravention of code of conduct: Any employee/officer/director who trades in securities

or communicates any information for trading in securities, in contravention of the code of conduct, may be penalized and the company may take appropriate action.

Employees/officers /directors of the Company who violate the code of conduct shall be subject to disciplinary action by the company, which may include wage freeze, suspension, ineligibility for future Employee stock option plans, etc.

Code Of Conduct: The board has formulated a code of conduct for the Board members of the company. All Board members have affirmed their compliance with the code.

4. Shareholding of Directors

The details of shareholding of Directors of the Company are as under:

Sr. No.

Name of the Director No. of shares held % of total holding

1 Mr. Chandrakant Thanawala Nil Nil

2 Mr. Rajesh Nuwal Nil Nil

3 Mr. Nitish Kumar Kabra Nil Nil

4 Mr. Achal Bangani Nil Nil


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Qualification shares required to be held by the Directors As per the Clause 31 of the Articles of Association of the Company, no qualification share is required for being appointed as or holding the office as a Director of the Company.

5. Interest of Directors:

Except as stated in “Related Party Transactions” on page [*] of this Letter of Offer and to the extent of remuneration if any (received by them in their respective capacities) and reimbursement of expenses and to the extent any equity shares of the Company held by them, there are no interests of Promoter /Directors or payment or benefit to Promoter/ Directors except as mentioned on page [*] under the heading “Compensation to Managing Director and other Whole Time Directors” in the Letter of Offer. All Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or

to be entered into by the Company with any company in which they hold directorship as declared in their respective declarations.

6. Changes in the Directors during the last three years:

Sr. No.

Name of the Directors Date of Change Reason for change

1 Mr. Mukesh Mantri 30-06-2007 Resignation.

2 Mr Rajesh Nuwal 30-06-2007 Appointment.

3 Mr. C. K. Thanawala 08-08-2007 Appointment.

4 Mr. Nitesh Kumar Kabra 08-08-2007 Appointment.

5 Mr. Achal Bangani 28-12-2007 Appointment

6 Mr. Rajkumar Sharma 28-12-2007 Resignation.

7 Mr. S.P. Ojha 28-12-2007 Resignation.

8 Mr. Surendrapal Raina 28-12-2007 Resignation.

9 Mr. Jitendra Shah 30-08-2006 Resignation.


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7. PROPOSED MANAGEMENT ORGANISATION STRUCTURE

BOARD OF DIRECTORS

CMD

CEO

Director Director Director

Finance

Executive Producer

Dy EP

Senior Producer

Producer

Associate Producer

Assistant Producer

Sr. Cameraman

Asst.

Camera unit

Sr. Video

Video

Asst. Video

Sr. Graphic

Graphic

President

Vice President

GM

AGM

Sr.

Manager

Asst. Manager


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8. Key Managerial Personnel:

The key managerial personnel of our company heading various functions are as under;

Name Designation Date of appointment

Qualification Last Employment

Experience No. of Shares

Mr. Rakesh Shulka

Managing Editor

1.12.2007

M.A.

TV Today Networks Limited (Aaj

Tak)

12 years

Nil

Mr. Anuj

General Manager, Operations & Systems

1.12.2007

M.A.

Sony SET Discovery India Private Limited (One Alliance Venture)

10 years

Nil

The Company has all its key managerial personnel as its permanent employees on the payroll of the Company.

Bonus or Profit Sharing Plans For The Key Managerial Personnel

There are no bonus or profit sharing plans or any other benefits for the key managerial personnel of the Company.

Changes in the Key Managerial Personnel During Last one Financial Years

There have been no other changes in the Key Managerial Personnel during the last one financial year except the following; Name

Designation

Date of appointment/ Cessation

Reason

Mr. Rakesh Shulka Managing Editor

1.12.2007 Appointment

Mr. Anuj

General Manager, Operations & Systems.

1.12.2007

Appointment

9. ESOS / ESPS Scheme to Employees of the Company

The Company has not offered any Employees Stock Option Scheme or Employees Stock Purchase Scheme.

10. Payment or Benefit to Officers of the Company

The officers of the Company do not have any interest in the Company other than to the extent of the

remuneration or benefit as per the terms of appointment and reimbursement of expenses incurred by them during the ordinary course of employment. The Company does not intend to pay or give any consideration for payment of giving of the benefits.


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VI. PROMOTER & PROMOTER (S) GROUP:

IndiaNivesh Limited (INL) is the present promoter of Luminiare Technologies Limited.

I. Details of Promoter

INDIANIVESH LIMITED.

a) History of INL

INL having its registered office at 601/602, “Sukh Sagar”, N.S. Patkar Marg, Girgaum, Chowpatty, Mumbai- 400-007, was originally incorporated on May 25, 1929 under the Companies Act, 1913 in the state of Maharashtra under the name of The Nadiad Electric Supply Company Limited. The company

obtained the Certificate of Commencement of Business on December 21, 1931. The name of the Company was subsequently changed to Sanyei Mediquip Limited and a fresh Certificate of Incorporation was obtained from Registrar of Companies, Maharashtra (ROC) on December 26, 1990. Further, the name of the Company was again changed to Sanyei Corporation Limited and a fresh Certificate of Incorporation was obtained from ROC on May 9, 2005 and lastly it was changed to IndiaNivesh Limited and a fresh Certificate of Incorporation was obtained from ROC on September 21, 2006.

INL is presently engaged in the activities of making strategic investment for revival / rehabilitation of sick industrial undertakings and of settlement / acquisition of stressed assets and is an NBFC company registered with RBI bearing registration no. N-13.01877 dated September 7, 2007. Besides, INL is also doing investments into shares and securities. INL has also promoted a wholly owned subsidiary, IndiaNivesh Securities Private Limited, which has obtained membership of Bombay Stock Exchange Limited and National Stock Exchange of India Limited as a Stock Broker and Central Depository Services (India) Limited as a Depository Participant. INL has also acquired 100% shareholding in Siddhi Multi-

Trade Private Limited which is engaged in strategic investment for revival / rehabilitation of sick industrial undertakings and real estate business.

The present Board of Directors of INL are Mr. Chandrakant Thanawala, Chairman, Mr. Rajesh Madanlal Nuwal, Managing Director, Mr. Dinesh Madanlal Nuwal, Mr. Jinendra Kumar Babulal Sethi, Mr. Anil Kailash Lal Bafna and Mr. Sandeep Shridhar Ghate. The shares of INL are listed on BSE only.

INL was originally promoted by J.B. Manekji & Co. in 1929 for distributing electricity in the town of Nadiad, Gujarat. Mr. G. P. Soonawala & Group took over the controlling interest of INL in 1946. They subsequently sold their interest to Mr. Suresh Patel and family in 1959 and In December 2004, Sneh Shares and Stock Brokers Private Limited (Now known as Sneh Shares and Securities Private Limited - present promoter) acquired 40,300 shares i.e. 80.60% of the equity share capital and management control by entering into an agreement with Industrial Investment Trust Limited and pursuant to an open

offer made to the public shareholders of the company as per the Regulations under the SEBI (SAST) Regulations.

b) Details of Promoter Of the INL.

The promoter of INL is Sneh Shares and Securities Private Limited.

c) Share holding pattern of INL as on 31st, March 2008.

Category

code Category of shareholder

Number of shares

%

(A) Shareholding of Promoter and Promoter Group

(1) Indian

(a) Individuals/ Hindu Undivided Family - -

(b) Central Government/ State Government(s)/Government company

- -

(c) Bodies Corporate 16,75,300 44.38

(d) Financial Institutions/ banks - -

(e) Any Other (specify) - -

Sub- Total (A)(1) 16,75,300 44.38


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(2) Foreign

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

- -

(b) Bodies Corporate - -

(c) Institutions - -

(d) Any other (specify) - -

Sub-Total (A)(2) NIL NIL

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

16,75,300 44.38

(B) Public shareholding

(1) Institutions

(a) Mutual Funds/ UTI - -

(b) Financial Institutions/ Banks 500 0.01

(c) Central Government/ State Government(s) - -

(d) Venture Capital Funds - -

(e) Insurance Companies - -

(f) Foreign Institution Investors 2,53,584 6.72

(g) Foreign Venture Capital Investors - -

(h) Any Other (Specify) - -

Sub Total (B)(1) 2,54,084 6.73 2. Non-Institutions (a) Bodies Corporate 13,21,457 35.01

(b) i

Individuals: Individual Shareholders Holding Nominal

Share Capital Upto Rs. 1 Lakh

1,45,180

3.85

ii Individual Shareholders Holding Nominal Share Capital in excess of Rs. 1 Lakh.

3,64,785

9.66

C I

Any Other (Specify) Clearing Member

14,176

0.38

Ii Cooperative Societies - -

Iii Educational Institutions - -

Iv Non Resident Individual - -

V Foreign Companies - -

Vi OCB - -

Sub Total (B)(2): 18,45,616 48.89 Total Public Shareholding (B) = (B)(1) +

(B)(2): 20,99,700 55.62

Total (A) + (B): 37,75,000 100.00 (C) Shares held by Custodians and against

which Depository Receipts have been issued

-

-

GRAND TOTAL (A) + (B) + (C) 37,75,000 100.00

d) Board of directors of the company.

The board of directors of INL comprises of:

Mr. C.K.Thanawala : Non-Executive Chairman. Mr. Dinesh Nuwal : Non-Executive Vice Chairman.

Mr. Rajesh Nuwal : Managing Director. Mr. Anil Bafna : Non Executive Director. Mr. J.k. Sethi : Independent Director. Mr. Sandeep Ghate : Independent Director.

e) Management

The affairs of the company are managed by the Managing Director of the company with the assistance of a team of competent technical and commercial executive subject to the overall superintendence, control and direction of the Board of Directors of the Company. The Board of Directors of the Company consists of the above-mentioned personalities.


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f) Financial performance

The financial performance of INL for the last three Financial Years is as follows:

(Rs. In Lacs) Particulars Year Ending

31.3.2007 Year Ending 31.3.2006

Year Ending 31.3.2005

Equity Capital 5.00 377.50 377.50

Reserves (excluding revaluation reserves) 14.89 1308.45 1858.25

Total Income 2.54 460.15 764.39

Profit / (Loss) After Tax (PAT) 0.10 386.73 638.13

Earnings Per Share (EPS) in Rs. 0.20 10.24 16.90

Net Asset Value (NAV) in Rs. 580.00 52.23 96.20

The company is not a sick industrial company.

g) Information about Share Price

The equity shares of INL are listed on BSE and INL has complied with the clauses of the listing agreements with the Stock Exchanges.

The market price of the equity shares of INL, in the BSE during the six months preceding the filing of this Letter of offer is as follows:

(In Rs.) Particulars High Low May 2008 868.75 800.00

April 2008 859.90 788.80

March 2008 844.00 675.15

February 2008 745.00 560.55

January 2008 751.00 581.40

December 2007 734.00 640.00

h) INL’S PAN, Bank Account details registration number and address of registrar of companies:

The Permanent Account Number, Bank Account Number and Passport Number of the Promoter have been

submitted to the Bombay Stock Exchange on which securities are proposed to be listed at the time of filing of the Letter of Offer with them. Set forth below is the details of the PAN, bank account, registration number and address of the registrar of companies where INL is registered:

S. No. Particulars Information 1. CIN No. L99500MH1931PLC001493

2. Address of registrar of companies 100, EVEREST, MARINE DRIVE MUMBAI- 400002. PHONE: 022-22812639 FAX: 022-22811977

3. PAN AABCI6743E

4. Bank account detail HDFC Bank Limited Tardeo Branch,

Mumbai.

A/c No:05442560000186


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II. COMMON PURSUIT

There is no common pursuit between the company and Group/Associate Companies. III. Promoter’s Interest

The Promoter may be deemed to be interested to the extent of shares held by them, their friends or relatives, and benefits arriving from their holding Directorship in the Company. The Promoter are not

interested in any property acquired by LTL within two years from the date of the Letter of Offer. The Promoter are not interested in any loan or advance given by the Company, neither are they beneficiary of any such loans or advances.

Payment or benefit to promoter of the issuer company

There are no payments, remuneration or other benefits made to the Promoter of the Issuer Company

RELATED PARTY TRANSACTIONS:

The details of related party transactions are mentioned in Para ** of Annexure ** to the Auditor’s Report of this Letter of Offer.


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VII. CURRENCY OF PRESENTATION:

In the Prospectus, all references to “Rupees”, “INR”, “Rs.” And “Indian Rupees” are to the legal currency of the Republic of India.

VIII. DIVIDEND POLICY

Our Company has a dividend policy for dividend payment as written in the Articles of Association of our Company. The declaration and payment of dividends will be recommended by the Board of Directors and the shareholders, in their discretion, and will depend on a number of factors, including but not limited to

earnings, capital requirements and overall financial condition.


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E. FINANCIAL DETAILS

I. FINANCIAL INFORMATION OF THE ISSUER COMPANY

To, The Board of Directors LUMINAIRE TECHNOLOGIES LIMITED 601/602, Sukh Sagar, N.S. Patkar Marg, Girgaum Chowpatty, Mumbai 400 007

Dear Sirs, Sub: Proposed Rights Issue Offer to issue and allot 12,00,00,000 Equity Shares of Re.1/- each at par on Rights basis in the ratio of 5 Equity Shares for every 1 Equity Shares held We have examined the financial information contained in the statements annexed to this report i.e. Annexures 1 to 12 which are proposed to be included in the Letter of Offer of LUMINAIRE TECHNOLOGIES LIMITED in connection with the proposed Rights Issue as required by Clause B of Part II of Schedule II of the Companies Act, 1956 and Guidelines titled Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 (‘Guidelines’) issued by the Securities and Exchange Board of India (SEBI) in

pursuance of Section 11 of the Securities and Exchange Board of India Act, 1992, and in accordance with the terms of reference received from the company, requesting us to carry out engagement to include the same in the letter of offer of the company in connection with its proposed right issue of the equity shares in the Company and we report that : 1. We have examined the ‘Statement of Restated Profits and Losses’ of the Company for each of the financial

years ended 31st March 2003, 31st March 2004, 31st March 2005, 31st March 2006 and 31st March 2007

and for the nine months period ended 31st December, 2007 and the ‘Statement of Restated Assets and Liabilities’ as at those dates together with the Significant Accounting Policies and Notes to Accounts enclosed as Annexure – 1, Annexure – 2 and Annexure – 4 respectively to this report and confirm that these statements reflect the profit / loss and assets and liabilities for each of the relevant periods as extracted from the Profit and Loss Accounts for the financial years ended 31st March 2003, 31st March 2004, 31st March 2005, 31st March 2006 and 31st March 2007 and for the nine months period ended 31st December, 2007 and the Balance Sheets as on those dates audited by us, after making therein the

disclosures and adjustments required to be made in accordance with the provisions of Securities and Exchange Board of India (Disclosures and Investor Protection) Guidelines, 2000, to the extent applicable.

2. We have examined the ‘Restated Cash Flow Statement’ in respect of each of the years ended 31st March

2003, 31st March 2004, 31st March 2005, 31st March 2006, 31st March 2007 and for the nine months period ended 31st December, 2007 and enclosed as Annexure – 3 to this report and confirm that, in our

opinion, these statements have been prepared by the Company in accordance with the requirement of Accounting Standard 3 (Cash Flow Statements) issued by the Institute of Chartered Accountants of India.

3. We have examined the accompanying ‘details of due to SSI for more than 30 days’ as at 31st December,

2007, enclosed as Annexure – 5 to this report, and report that it correctly records the matters stated therein.

4. We have examined the ‘Statement of Accounting Ratios’ of the Company for each of the five financial years ended 31st March 2003, 31st March 2004, 31st March 2005, 31st March 2006, 31st March 2007 and for the nine months period ended 31st December, 2007 and enclosed as Annexure – 6 to this report and confirm that they have been correctly computed.

5. We have examined the ‘Related Party Transaction’ of the Company for each of the five financial years ended 31st March 2003, 31st March 2004, 31st March 2005, 31st March 2006, 31st March 2007 and for the


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nine months period ended 31st December, 2007 and enclosed as Annexure – 7 to this report and confirm that they have been correctly computed.

6. We have examined the ‘Statement of Dividend Payment’ of the Company for each of the five financial

years ended 31st March 2003, 31st March 2004, 31st March 2005, 31st March 2006, 31st March 2007 and for the nine months period ended 31st December, 2007 and enclosed as Annexure – 8 to this report, and report that it correctly records the matters stated therein.

7. We have examined the ‘Statement of Tax Shelter’ of the Company for each of the five financial years ended 31st March 2003, 31st March 2004, 31st March 2005, 31st March 2006 and 31st March 2007, enclosed as Annexure – 9 to this report and confirm that they have been correctly computed.

8. We have examined the ‘Capitalisation Statement’ enclosed as Annexure – 10 to this report, and report

that it correctly records the matters stated therein.

9. We have examined the ‘Statement of Earnings per share, Balance of Debtors, Balance of Loan & Advances, Other Income, Balance of Secured Loan, Break up of Secured Loan, Details of unsecured Loan, Statement of current Liabilities of the Company for each of the five financial years ended 31st March 2003, 31st March 2004, 31st March 2005, 31st March 2006, 31st March 2007 and for the nine months period ended 31st December, 2007 and enclosed as Annexure – 11 A to II G respectively to this report, and report that it correctly records the matters stated therein.

10. We have examined the ‘Details Of Investments’ enclosed as Annexure – 12 to this report, and report that it correctly records the matters stated therein.

This report is intended solely for your information for inclusion in the Letter of Offer in connection with the proposed Rights Issue of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent.

For CLB & Associates. Chartered Accountants S. Sarupria Partner Membership No. 35783 Place: Mumbai Date: 30.05.2008


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Annexure – 1

STATEMENT OF RESTATED PROFIT & LOSS (Figures in ‘000)


Particulars 2003 2004 2005 2006 2007

Period Ended 31st

Dec, 2007

A Income:

Sales & Income from operations 898.24 975.16 894.32 936.55 1,491.28 565.53

Total 898.24 975.16 894.32 936.55 1,491.28 565.53

Other Income 98.76 41.76 174.40 277.43 72.03 44.47

Increase / (Decrease) in

Inventories -

Total (A) 997.00 1,016.92 1,068.72 1,213.98 1,563.31 610.00

B Expenditure

Cost of Goods Sold 408.00 285.60 305.90 384.12 430.00 -

Staff Cost 137.45 139.87 237.13 247.87 263.24 243.00

Other Manufacturing Expenses - - - - - -

Administrative Expenses 121.94 1,265.07 238.58 276.87 292.46 517.20




Depreciation 350.41 327.70 317.77 297.52 942.73 512.65

Total (B) 1,017.80 2,018.24 1,099.38 1,206.38 1,928.43 1,272.85

C Net Profit / (Loss) Before Tax (A-B) (20.80) (1,001.32) (30.66) 7.60 (365.12) (662.85)

D Taxation:

Current Tax - - - 0.64 -

Deferred Tax 75.43 28.56 3.14 (232.48) (46.30) (300.19)

Fringe Benefits Tax - - - 3.35 4.01 2.04

Income Tax of Earlier Years

Written Back - - - -

75.43 28.56 3.14 (228.49) (42.29) (298.15)

E Net Profit / (Loss) After Tax (C-D) (96.23) (1,029.88) (33.80) 236.09 (322.83) (364.70)

Appropriations:

Transfer to Capital Reserve - - - - - -

F Balance Brought Forward 1,551.57 1,455.34 425.45 391.64 627.74 304.91

G Balance Carried to Balance Sheet (E+F) 1,455.34 425.46 391.65 627.73 304.91 (59.79)


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Annexure – 2

STATEMENT OF RESTATED ASSETS AND LIABILITIES

(Figures in ‘000) (Rs.)

As at 31st March, Sl.

No. Particulars

2003 2004 2005 2006 2007

As at 31st

Dec, 2007

Application of Funds

A Fixed Assets

Gross Block (Excluding Revaluation Reserve) 11,571.56 11,571.56 11,571.56 11,571.56 11,571.56 11,571.56

Less : Depreciation 2,267.65 2,595.36 2,913.13 3210.65 4153.38 4666.04

Net Block 9303.91 8,976.20 8,658.43 8360.91 7418.18 6905.52

Capital Work-in-Progress - - - - - -

B Investments 1,552.00 1,552.00 1,552.00 1,552.00 1,552.00 1,552.00

C Deferred Tax Asset (Net) (2,115.36) (2,143.92) (2,147.06) (1,914.58) (1,868.28) (1,568.08)

D Current Assets, Loans and Advances

Inventories 192.00 - - - - -

Sundry Debtors 383.55 80.39 - 38.84 21.87 587.40

Cash & Bank Balances 100.58 2,947.17 165.07 67.23 636.77 305.68

Other Current Assets - - - - - -

Loans and advances 16,613.73 13,383.38 16,603.53 16,903.53 16,906.53 19,476.39

Total 17,289.86 16,410.94 16,768.60 17009.60 17565.17 20,369.47

E Liabilities & Provisions

Secured Loans - - - - - -

Unsecured Loans - - - - - 2600.00

Current Liabilities 226.93 31.63 102.18 41.40 20.00 380.57

Provisions 10.00 - - 0.64 4.02 -

Total 236.93 31.63 102.18 42.04 24.02 2,980.57

F Net Worth (A+B+C+D-E) 25,793.48 24,763.59 24,729.79 24,965.89 24,643.05 24,278.34

G Represented By:

Shareholders Fund

I. Equity Share Capital 24,000.00 24,000.00 24,000.00 24,000.00 24,000.00 24,000.00

II. Reserves & Surplus (Excluding Revaluation Reserve) 1,793.49 763.60 729.79 965.89 643.06 278.35

Total Net Worth (I+II) 25,793.49 24,763.60 24,729.79 24,965.89 24,643.06 24,278.35


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RESTATED SUMMARY STATEMENT OF CASH FLOWS Annexure – 3 (Figures in '000) (Rs.)

For the year ended 31st March, Sl. No.

Particulars 2003 2004 2005 2006 2007

Period Ended 31st Dec, 2007

A) CASH FLOW FROM OPERATING ACTIVITIES

Net Profit / (Loss) before Tax (20.80) (1,001.00) (30.60) 4.20 (365.00) (662.86)

Adjustments for: - - - - -

Depreciation 350.41 327.70 317.77 297.52 942.73 512.66

Interest Expenses (Net of Capitalization) - - - - - -

Liabilities no Longer Required Written Back - - - - - -

Loss/(Profit) on Fixed Assets sold/discarded - - - - - -

Profit on sale of Investments - - - - - -

Bad debts written off - - - - - -

Interest (Net) & Dividend Income - - - - - -

Operating Profit before Working

Capital Changes: 329.61 (673.62) 287.11 301.78 577.61 (150.20)

Increase / (Decrease) in Trade Payables 2812.07 195.30 70.55 (60.78) (21.41) (207.00)

Decrease / (Increase) in Trade Receivables

8961.04 303.15 80.40 (300.00) 16.97 27.00

Decrease / (Increase) in Other Receivables

(8135.83) 3230.35 (3220.15) (38.84) -

Decrease / (Increase) in Inventories 408.00 192.00 - - - -

CASH GENERATED FROM OPERATIONS

Direct Taxes (Paid) / Refund - (10.00) - - (3.60) (2.00)

NET CASH FROM OPERATING ACTIVITIES (1,249.25) 2,846.58 (2,782.10) (97.84) 569.53 (332.20)

B) CASH FLOW FROM INVESTING ACTIVITIES:

Sale of Fixed Assets - - - - - -

Sale or Redemption of Investments (Net) - - - - - -

Dividend Received - - - - - -

Purchase of Investments - - - - - -

Purchase of Fixed Assets - - - - - -

Interest Received - - - - - -

Loan Given / Repaid - - - - - -

NET CASH FROM/(USED IN) INVESTING

ACTIVITIES - - - - - -

C) CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from Borrowings - - - - - -

Repayment of Loans - - - - - -

Interest Paid - - - - - -

Dividend Paid (For earlier years) - - - - - -

NET CASH USED IN FINANCING

ACTIVITIES - - - - - -

NET CHANGES IN CASH & CASH

EQUIVALENTS (A+B+C) (1,249.25) 2,846.58 (2,782.10) (97.84) 569.53 (332.20)

Cash & Cash Equivalents -

Opening Balance 1,349.84 100.58 2,947.17 165.07 67.23 636.76

Cash & Cash Equivalents - Closing

Balance 100.58 2,947.17 165.07 67.236 636.76 304.70


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Annexure - 4

SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS

1. Significant Accounting Policies

I) Accounting Convention:

The financial statements are prepared under the historical cost convention in accordance with applicable accounting standards and income and expenses are accounted for on accrual basis. Revenue is recognised when goods are dispatched to customers.

II) Fixed Assets: Expenditure which are of capital nature are capitalized at cost, which comprises of net purchase

price, import duties, levies and directly attributable cost of bringing assets to its working condition for the period intended to use. Interest on borrowings for fixed assets acquisition and revenue expenses incurred for the period prior to commencement of commercial production/installation are capitalized as part of asset cost.

III) Depreciation:

Depreciation is provided for under Written Down Method at the rate specified in Schedule XIV of the Companies Act, 1956, as amended by Notification No.G.S.R. 756 (E) dated 16th December 1993 of the Ministry of Law, Justice and Companies Affairs, Department of Company Affairs.

IV) Investments:

Investments are stated at cost. Only in the event of permanent diminition in the value of investments a provision for the same is made in the accounts.

V) Inventories:

Inventories are valued at lower of net realizable value, including all other taxes, duties and other cost. There is no closing stock of inventory during the year.

VI) Sales:

Sales and other receipts are recognized keeping in view the arrangements with customers or trade practices.

VII) Contingent Liabilities:

All known liability are provided for in the accounts except liabilities of contingent nature which have been adequately disclosed in the accounts.

VIII) Income Tax:

Impairment of Assets is recognized when there is an indication of impairment. On such indication the recoverable amount of the assets is estimated and if such estimation is less than the carrying amount, the carrying amount is reduced to its recoverable amount.


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2. Auditors Remuneration:

3. Previous Year’s figure have been regrouped or rearranged wherever necessary.

4. Even though confirmation of balances from Debtors/Creditors and for advances have not been obtained, in opinion of the Directors of the Company, the Current Assets, Loans and advances

have a value realizations in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet and provision for all known liabilities have been made in the accounts except as stated otherwise.

5. A) Additional information required under part – II of Schedule VI of the Companies Act, 1956

to the Extent relevant.

Note: The Company is engaged in the business of development of Computer Software. The production of computer software cannot be expressed in generic unit. Hence it is not possible to give the quantitative details of sales and other information as required under paragraph 3, 4C, and 4D of part ll of Schedule VI to the Companies, Act, 1956.

B. Value of imported and indigenous raw materials & miscellaneous stores consumed during the year (As certified by the management).

Particulars 31/3/2007 31/3/2006 31/3/2005 31/3/2004 31/3/2003

--Imported (Rs.) - - - - -

--Indian (Rs.) 430001 384120 305900 285600 408000

Percentage (%) 100% 100% 100% 100% 100%

6. Expenditure in Foreign currency

Expenditure in Foreign Currency

31/3/2007 31/3/2006 31/3/2005 31/3/2004 31/3/2003

NIL NIL NIL NIL NIL

7. Foreign Exchange Earnings

Foreign Exchange Earnings 31/3/2007 31/3/2006 31/3/2005 31/3/2004 31/3/2003

NIL NIL NIL NIL NIL

Exports at F. O. B Value NIL NIL NIL NIL NIL

31/03/2007 31/03/2006 31/03/2005 31/03/2004 31/03/2003

Audit Fees 15,000 15,000 15,000 15,000 10,000

Tax Audit Fees - - - - -

For Taxation Matter 2819 4220 4550 4,550 5,000

Service Tax 2181 1530 1200 1,200 750

TOTAL

20000 20750 20750 20,750 20,750


- 93 -

Annexure –5

NAMES & TOTAL AMOUNT OF THE SSI TO WHOM THE AMOUNTS ARE DUE FOR MORE THAN 30 DAYS AS ON THE BALANCE SHEET DATE

As on the Balance Sheet Date 31st March Sl. No.

2003 2004 2005 2006 2007

Period Ended 31st Dec,

2007

Name of Parties

1 NIL NIL NIL NIL NIL NIL

2 NIL NIL NIL NIL NIL NIL

Total Outstanding amount included in Sundry Creditors (Rs. '000)

NIL NIL NIL NIL NIL NIL

Annexure – 6

STATEMENT OF ADJUSTED ACCOUNTING RATIOS

For the year ended 31st March, Accounting Ratios

2003 2004 2005 2006 2007

Period

Ended 31st Dec, 2007

Earning per Share (Rs.) (Nominal Value Rs.10 Per Share- upto 2005 & onwards Rs.1 per Share) (0.04) (0.43) (0.01) 0.01 (0.01) (0.02)

Net Asset Value per Share (Rs.) 10.75 10.32 10.30 1.04 1.03 1.01

Return on Net Worth (%) (0.37) (4.16) (0.14) 0.95 (1.31) (1.50)

NOTES:

Definition of ratios:

a) Earning Per Share (EPS)

Adjusted Profit/(Loss) after tax as per statement of Restated Profit /(Loss) divided by the weighted average number of outstanding equity shares during the year.

b) Net Asset Value/Per Share Net worth as per statement of Restated Assets and Liabilities, as reduced by Preference Share Capital and arrear dividend thereon, divided by the weighted average number of outstanding equity shares during the year.

c) Return on Net Worth Profit/(Loss) after tax as per statement of Restated Profit and Loss as reduced/(increased) by preference dividend for the year, divided by net worth, as reduced by Preference shares and arrear dividend thereon.


- 94 -

WORKING:

Calculation of Net Assets Value Per Share

Particulars 2003 2004 2005 2006 2007 Period Ended 31st Dec,

2007

Net Worth 25793.48 24783.59 24729.79 24965.89 24643.05 24278.34

No. of Equity Shares 2,400,000 2,400,000 2,400,000 24,000,000 24,000,000 24,000,000

NAV 10.75 10.33 10.29 1.04 1.03 1.01

Calculation of Return on Net Worth

Particulars 2003 2004 2005 2006 2007 Period Ended 31st Dec,

2007

Profit/(Loss) Available for Equity Share Holders (96.23) (1029.88) (33.80) 236.09 (322.83) (364.70)

Net Worth 25793.49 24763.60 24729.79 24965.89 24643.06 24278.35

Return on Net Worth (0.37)% (4.16) (0.14) 0.95 (1.31) (1.50)

Annexure – 7

RELATED PARTY DISCLOSURES

Year Holding Company Fellow Subsidiaries Key Management Personnel

2003 N.A N.A N.A

2004 N.A N.A N.A

2005 N.A N.A N.A

2006 N.A N.A N.A

2007 N.A N.A N.A


- 95 -

Annexure – 8

STATEMENT OF DIVIDEND PAID (Figures in '000) (Rs.)

For the Year Ended 31st March Period

Ended 31st Dec, 2007 Particulars

2003 2004 2005 2006 2007

EQUITY CAPITAL 24,000 24,000 24,000 24,000 24,000 24,000

No. of Equity Shares of Rs. 10 each 2,400,000 2,400,000 2,400,000 24,000,000 24,000,000 24,000,000

(Nominal Value Rs.10 Per Share-

upto 2005 & onwards Rs.1 per Share)

Rate of Dividend - - - - - -

Dividend Paid (Rs. ) - - - - - -

Amount of Dividend - - - - - -

Corporate Dividend Tax - - - - - -

Total - - - - - -

PREFERENCE CAPITAL - - - - - -

No. of Preference Shares of Rs. 100 each - - - - - -

Rate of Dividend - - - - - -

Dividend Paid - - - - - -

Amount of Dividend - - - - - -

Dividend Tax - - - - - -

Total - - - - - -


- 96 -

Annexure – 9

STATEMENT OF TAX SHELTER BASED ON ADJUSTED PROFITS / (LOSSES) (Figures in '000) (Rs.)

For the year ended 31st March Sr. No.

Particulars 2003 2004 2005 2006 2007

Period Ended

31st Dec, 2007

Central Income Tax

Tax Rate (Including Surcharge & Educational Cess)

36.75% 35.875% 36.59% 33.66% 33.66% 30.90%

A Net Profit/(Loss) before Tax as per Profit & Loss A/c (20.80) (1,001.32) (30.66) 4.25 (365.11) (662.86)

B Tax at Notional Rate - - - - - -

C Permanent Differences:

Exempt (Income)/Loss

Dividend - - - - - -

Others - - - - - -

D Timing Differences:

Difference in Book Depreciation & Depreciation under Income Tax Act 1961 ("I. T. Act") (215.52) (81.60) (8.60) (58.65) 642.29 320.64

Provision for Investments/Debts - - - - - -

Net Disallowable sum under section 43B of the I. T. Act - - - - - -

Income Tax Paid 1041.69

Net Disallowable sum under section 40 a (i) of i.t Act 30.31

Income from Other Sources - - 174.40 - - -

Others [Capital gains (considered separately)]

E Net adjustments (215.52) 960.09 165.80 (58.65) 672.60 320.64

F Tax Savings Thereon

Tax on Income (excluding Capital Gains) Nil Nil Nil Nil Nil Nil

Tax on Capital Gains Nil Nil Nil Nil Nil Nil

Total Taxation Nil Nil Nil Nil Nil Nil

Taxable Profit/(Loss) for the year

(Excluding Capital Gains) (236.32) (41.23) (39.26) (54.40) 307.49 (342.22)

Taxable Capital Gains - - - - - -

Total Taxable Profit (236.32) (41.23) (39.26) (54.40) 307.49 (342.22)

Brought forward loss and unabsorbed depreciation from previous year 471.47 707.79 749.02 788.28 842.68 535.19

Brought forward loss and unabsorbed depreciation adjusted

Nil Nil Nil Nil Nil (342.22)

Cumulative carried forward loss and unabsorbed depreciation 707.79 749.02 788.28 842.68 535.19 877.41

Tax Expenses Nil Nil Nil Nil Nil Nil

MAT Credit allowable in future years/periods Nil Nil Nil Nil Nil Nil

Provision for Wealth Tax Nil Nil Nil Nil Nil Nil

Central Income Tax Provision (MAT) Nil Nil Nil Nil Nil Nil

Excess Provision of Income Tax for earlier year Nil Nil Nil Nil Nil Nil

Fringe Benefit Tax Nil Nil Nil 3.35 4.02 2.05


- 97 -

Annexure – 10

CAPITALISATION STATEMENT AS AT 31ST DECEMBER, 2007

(Figures in '000) (Rs.)

Particulars Pre-issue Adjusted as for Right

Issue

Borrowings

Short-Term

2,600.00 2600.00

Long-Term

- -

Total

2,600.00 2,600.00

Shareholders' Funds

Equity Capital

24,000.00 144000.00

Preference Capital - -

Reserves & Surplus * 278.35 278.35

Less : Deferred Revenue Expenditure - -

Total 24,278.35 1,44,278.35

Long-term Debt/Equity Ratio NA NA

* Adjusted Reserves.

Note:

The board of Directors at the meeting held on 16.1.2008 has decided to issue right shares in the ratio of 1:5 at par subject to the approval of appropriate authority. The above-mentioned figures are arrived at

after taking into account the Proposed Issue.


- 98 -

Annexure – 11A

RESTATED STATEMENT OF EARNING PER SHARE


For the year ended 31st March,

Particulars 2003 2004 2005 2006 2007

Period Ended

31st Dec, 2007

Adjusted Profit / (Loss) after Tax (96.23) (1,029.88) (33.80) 236.09 (322.83) (364.70)

Less/(Add)

Preference dividend for the year/ period - - - - - -

(96.23) (1,029.88) (33.80) 236.09 (322.83) (364.70)

Basic / Weighted average number of

outstanding equity Shares during the year/Period

2,400.00 2,400.00 2,400.00 24,000.00 24,000.0

0

24,000.0

0

Nominal Value of Equity Shares (Rs.) 10 10 10 1 1 1

Basic / Diluted Earning per Share (Rs.) (0.04) (0.46) (0.01) 0.01 (0.01) (0.02)


- 99 -

Annexure – 11B

RESTATED STATEMENT OF BALANCE OF DEBTORS


As at 31st March, Particulars

2003 2004 2005 2006 2007

As at 31st Dec,

2007

More than 6 Months

Secured, Considered Good

Unsecured, Considered Good 383.50 80.00 - 38.80 21.80 587.40

Considered Doubtful

Less than 6 Months - - - - - -

Total Debtors 383.50 80.00 - 38.80 21.80 587.40

Less: Provision Nil Nil Nil Nil Nil Nil

Net Balance 383.50 80.00 - 38.80 21.80 587.40

Annexure – 11C

RESTATED STATEMENT OF BALANCE OF LOANS AND ADVANCES

(Figures in 000')(Rs.)

As at 31st March, Particulars

2003 2004 2005 2006 2007

As at 31st Dec,

2007

LOANS (Considered Good, except stated

otherwise): - - - - - -

ADVANCES:

Advances recoverable in cash or

in kind or for value to be received 16,600.00 13,361.00 16,600.00 16,900.00 16,900.00

18,644.00

Advance payment of Income - tax 13.70 22.20 3.50 3.50 3.50

3.50

Balance with Excise

Authorities - - - - - -

Other Deposits - - - - - 828.50

Total Loans and Advances 16,613.70 13,383.20 16,603.50 16,903.50 16,903.50

19,476.00

Less: Provisions - - - - - -

Total 16,613.70 13,383.20 16,603.50 16,903.50 16,903.50 19,476.00


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Annexure – 11D

RESTATED STATEMENT OF OTHER INCOME

(Figures in 000')(Rs.)

For the Year Ended 31st March, Particulars

2003 2004 2005 2006 2007

Period Ended 31st Dec,

2007

Income from long term Investments

Interest Earned on Loans and Deposits - - - - - -

Dividends (Other than Trade) - - - - - -

Interest Earned on Bonds in PSU - - - - - -

Profit on Sale of Investment - - - - - -

Profit on Sale of Fixed Assets - - - - - -

Liabilities no longer Required Written Back - - - - - -

Miscellaneous Receipts 98.70 41.70 174.40 277.40 72.00 44.00

Total 98.70 41.70 174.40 277.40 72.00 44.00

Annexure – 11E & F

RESTATED STATEMENT OF BALANCE OF SECURED LOANS

As at 31st March, Sl. No.

Particulars 2003 2004 2005 2006 2007

As at 31st Dec., 2007

1Cash Credit NIL NIL NIL NIL NIL NIL

BREAK-UP OF SECURED LOANS AS AT 31ST DECEMBER, 2007

Sl. No.

NAME OF BANK / INSTITUTION / OTHERS

SANCTIONED AMOUNT

RATE OF INTEREST (%)

p.a.

31st December,

2007

NATURE OF SECURITY

REPAYMENT SCHEDULE

1 NIL NIL NIL NIL NIL NA


- 101 -

DETAILS OF UNSECURED LOANS

(Figures in '000) (Rs)

As at 31st March Sl.

No. Particulars

2003 2004 2005 2006 2007

As at 31st

Dec., 2007

Intercorporate Deposits from

1 Body Corporate - - - - - 2,100

2 Share Holders - - - - - 500

Total - - - - - 2,600

Annexure – 11G

RESTATED STATEMENT OF CURRENT LIABLITIES

(Figures in 000') Rs.

As at 31st March,

Particulars 2003 2004 2005 2006 2007

As at 31st Dec.,

2007

A. CURRENT LIABILITIES

Sundry Creditors

Due to small scale industrial units - - - - - -

Due to others 57.38 - - - - -

Unclaimed Dividend - - - - - -

Advance From Customers - - - - - -

Other Current Liabilities 172.54 31.63 102.18 41.40 20.00 378.75

Sub - Total 226.92 31.63 102.18 41.40 20.00 378.75

A. DEFERRED PAYMENT LIABILITIES - - - - - -

C. PROVISIONS

Leave Encashment - - - - - -

Fringe Benefits Tax (Net of Advance Tax) - - - 0.64 4.00 1.80

Sub -Total - - - 0.64 4.00 1.80

Total (A+ B +C) 226.92 31.63 102.18 42.04 24.00 380.55


- 102 -

Annexure- 12

DETAILS OF INVESTMENTS


As at 31st March Particulars

2003 2004 2005 2006 2007

As at 31st Dec.,

2007

Quoted Investments

In Promoters' Companies - - - - - -

In Promoters' Group Companies - - - - - -

In Associate Company - - - - - -

Others 1,332.00 1,332.00 1,332.00 1,332.00 1,332.00 1,332.00

Total (A) 1,332.00 1,332.00 1,332.00 1,332.00 1,332.00 1,332.00

Unquoted Investments

Government Securities - - - - - -

Bonds in Public Sector Undertakings - - - - - -

Units in Mutual Funds - - - - - -

Fully Paid Up Debentures - - - - - -

Investment in Group Companies - - - - - -

Investment in other than Group Companies 220 220 220 220 220 220

Total (B) 220 220 220 220 220 220

Grand Total (A+B) 1,552 1,552 1,552 1,552 1,552 1,552

Less: Provision for diminution in value

of Investments - - - - - -

Net Investments 1,552 1,552 1,552 1,552 1,552 1,552

Repurchase Price/NAV of units in Mutual Fund - - - - - -


- 103 -

II. FINANCIAL INFORMATION OF THE GROUP COMPANIES DETAILS OF LISTED COMPANIES WITHIN THE PROMOTER GROUP COMPANIES.

There are no listed companies within the promoter group companies.

DETAILS OF UNLISTED COMPANIES/FIRMS WITHIN THE PROMOTER GROUP:

1. SNEH SHARES & SECURITIES PVT. LTD. (SSSPL)

Sneh Shares & Securities Pvt. Ltd. was originally incorporated on 22-02-1993 with Registrar of Companies, Maharashtra as Asrani Investment and Finance Pvt. Ltd. The name of the company was subsequently changed into Sneh Shares & Stock Brokers Pvt. Ltd. and fresh certificate of incorporation was obtained on 01-04-2000. The name of the company was lastly changed into the present name and a fresh certificate of incorporation was obtained on 27-03-2006. Registration No. of the company is 070886 of 1993 (CIN NO. U67120MH1993PTC070886). SSSPL’s registered office is situated at 601 & 602, Sukh

Sagar, N.S. Patkar Marg, Girgaum Chowpatty, Mumbai–400007 Maharashtra. The main business of the company is to trading & investments in shares & securities.

Board of Directors Mr. Dinesh Nuwal. Mr. Rajesh Nuwal.

The Shareholding pattern of SSSPL (as on 31/05/2008) is as follows:

S.No. Particulars No. of shares of Rs. 10/-each held

% to total capital

1. Rajesh Nuwal 1,83,500 29.36

2. Dinesh Nuwal 1,25,000 20.00

3. Snehlata Nuwal 1,87,500 30.00

4. Radinat Trafin Private Limited 1,25,000 20.00

5. Nitesh Kumar Kabra 3,000 0.48

6. Nirmal Pareek 1,000 0.16

TOTAL 6,25,000 100.00

Financials

(Rs. In Lacs) Particulars 2006-2007 2005-2006 2004-2005 Equity Capital 50.00 50.00 50.00*

Reserves 645.12 627.32 10.15

Sales 588.68 1594.42 Nil

Total Income 615.19 1862.26 2.31

Profit after tax (PAT) 17.80 57.17 0.65

Earnings Per Share (EPS) (Rs.) 3.56 11.43 1.31

Net Asset Value (NAV) 138.57 134.86 120.30

*Representing Face value of equity shares of Rs. 100/- SSSPL has not made any rights / public issue during last three years. SSSPL is not a Sick Industrial Company within the meaning of the SICA. It issued 18% Cumulative Convertible Preference Shares of

Re.1/- in the year 2005-2006. 2. INDIANIVESH COMMODITIES PVT. LTD. (INCPL)

IndiaNivesh Commodities Pvt. Ltd. was originally incorporated on 01-05-2000 with Registrar of Companies, Maharashtra as Trimurthy Traders Pvt. Ltd. The name of the company was subsequently

changed into Tirupati Commodity Pvt. Ltd. and fresh certificate of incorporation was obtained on 23-03-2004. The name of the company was lastly changed into the present name and a fresh certificate of incorporation was obtained on 21-02-2006. Registration No. of the company is 126273 of 2000 (CIN NO. U51900MH2000PTC126273). INCPL’s registered office is situated at 601 & 602, Sukh Sagar, N.S. Patkar Marg, Girgaum Chowpatty, Mumbai–400007 Maharashtra. INCPL is engaged into commodity broking. INCPL is a member of Multi Commodity Exchange (MCX) as well as National Commodity and Derivatives Exchange Limited (NCDEX).


- 104 -

Board of Directors Mr. Hemant Panpalia. Mr. Rajesh Nuwal.

The Shareholding pattern of INCPL (as on 31/05/2008) is as follows:

S.No. Particulars No. of shares of Rs10/- each held

% to total capital

1. Mr Rajesh Nuwal 100 0.20

2. Mr. Dinesh Nuwal HUF 6,500 13.00

3. Mr Rajesh Nuwal HUF 18,400 36.80

4. Mr. Hemant Panpalia 25,000 50.00

TOTAL 50,000 100.00

Financials (Rs. in Lacs)

Particulars 2006-2007 2005-2006 2004-2005 Equity Capital 500.00 500.00 500.00

Reserves 87.32 63.23 44.82

Sales Nil Nil Nil

Total Income 67.76 54.91 1.46

Profit/(Loss) After Tax (PAT) 24.09 19.94 (1.20)

Earnings Per Share (EPS) in Rs. 48.18 39.88 (2.41)

Net Asset Value per share (NAV) in Rs. 183.05 134.43 96.52

INCPL has not made any rights / public issue during last three years. INCPL is not a Sick Industrial Company within the meaning of the SICA.

3. INDIANIVESH INSURANCE BROKERS PVT. LTD. (INIBPL)

IndiaNivesh Insurance Pvt. Ltd. was originally incorporated on 27-01-2003 with Registrar of Companies, Maharashtra as Ashwini Insurance Consultants & Brokers Pvt. Ltd. The name of the company was changed into the present name and a fresh certificate of incorporation was obtained on 15-09-2006. Registration No. of the company is 138850 of 2003 (CIN NO. U67200MH2003PTC138850). INIBPL’s registered office is situated at 89, Bajaj Bhavan, 221, Nariman Point, Mumbai 400 021 Maharashtra. The company is engaged in Direct Insurance Brokers, doing brokerage business both in life and non-life segment with the private and public sector insurance companies.

Board of Directors Mr. Rajesh Nuwal.

Mr. Hemant Panpalia Mr. Sumit Bohra Mr. Kapil Rathi Mrs. Anusiya Avasthi

The Shareholding pattern of INIBPL (as on 31/05/2008) is as follows:


% to total capital

1. Hemant Panpalia 5,000 1.00

2. Rajesh Nuwal HUF 50,000 10.00

3. Ansuya Avasthi 30,500 6.10

4. Hemant Panpalia Family Trust 95,000 19.00

5. Sunil Kumar Avasthi 15,000 3.00

6. Sumit Bohra 50,000 1.00

7. Snehlata Nuwal 50,000 10.00

8. IndiaNivesh Commodities Private Limited

2,00,000 40.00

9. Riteen Awasthi 4,500 0.90

TOTAL 50,00,000 100.00 note :‘others’ include shareholders having less than 1% shares.


- 105 -

Financials (Rs. in Lacs)

Particulars 2006-2007 2005-2006 2004-2005

Equity Capital 50.00 50.00 50.00

Reserves (excluding Revaluation reserves) 172.21 66.97 19.68

Sales Nil Nil Nil

Total Income 304.51 162.00 88.39

Profit After Tax (PAT) 105.23 47.29 11.38

Earnings Per Share (EPS) in Rs. 21.05 9.46 2.78

Net Asset Value (NAV) per share in Rs. 44.44 23.34 13.83

INIBPL has not made any rights / public issue during last three years. INIBPL is not a Sick Industrial Company within the meaning of the SICA.

4. INDIANIVESH SECURITIES PVT. LTD. (INSPL)

IndiaNivesh Securities Private Limited (INSPL), originally incorporated on 04-01-2006 with Registrar of

Companies, Maharashtra, is a wholly owned subsidiary of IndiaNivesh Limited, a BSE Listed Company. Registration No. of the company is 158634 of 2006 (CIN NO. U67120MH2006PTC158634) INSPL has obtained registration from Bombay Stock Exchange Limited and Securities and Exchange Board of India (SEBI) as a Stock Broker on March 22, 2006 (Cash Market Segment Registration No.- INB011256634, F & O Segment Registration No. INF011256634), and commenced stock broking activities thereafter. Subsequently, the Company has also obtained registration from National Stock Exchange of India Limited (NSEIL) and SEBI as a Stock Broker on July 28, 2006 for both capital and Future & Option segment

(Capital Market Segment Registration No – INB231256638, F & O Segment Registration No. – INF231256638). Further, it has also obtained registration as a Depository Participant with Central Depository Services Limited (CDSL) and SEBI on February 26, 2007 (Registration No.- IN-DP-CDSL-392-2007). INSPL’s registered office is situated at 601 & 602, Sukh Sagar, N.S. Patkar Marg, Girgaum Chowpatty, Mumbai–400007 Maharashtra.

Board of Directors Mr. Nitesh Kumar Kabra.

Mr. Dinesh Nuwal Mr. Nirmal Pareek. Mr. J.K. Sethi.

The Shareholding pattern of INSPL (as on 31/05/2008) is as follows:


% to total capital

1. IndiaNivesh Limited 1,29,99,994 99.99

2. Nirmal Pareek 1 0.00001

3. Nitesh Kumar Kabra 1 0.00001

4. Hemant Panpalia 1 0.00001

5. Madanlal Nuwal 1 0.00001

6. Dinesh Nuwal 1 0.00001

7. Ritesh Kabra 1 0.00001

1,30,00,000 100.00

Financials

(Rs. In lacs) Particulars 2006-2007 2005-2006 2004-2005 Equity Capital 500.00 500.00 -

Reserves (1.06) (0.81) -

Sales Nil NIL -

Total Income 63.81 0.01 -

Profit After Tax (PAT) (0.26) (0.81) -

Earnings Per Share (EPS) in Rs. (0.01) (0.02) -

Net Asset Value (NAV) per share in Rs. 9.98 9.98 -

INSPL has not made any rights / public issue during last three years. INSPL is not a Sick Industrial Company within the meaning of the SICA.


- 106 -

5. SIDDHI MULTI-TRADE PVT. LTD. (SMTPL)

Siddhi Multi-Trade Private Limited (SMTPL), one of the subsidiary of INL was incorporated on 25-04-2006 with Registrar of Companies, Maharashtra the object to venture into investment business. Registration No. of the company is 161341 of 2006 (CIN NO. U74140MH2006PTC161341). SMTL’s registered office is situated at 601 & 602, Sukh Sagar, N.S. Patkar Marg, Girgaum Chowpatty, Mumbai–400007 Maharashtra

Board of Directors Mr. Dinesh Nuwal.

Mr. Rajesh Nuwal. Mr. Nitesh Kumar Kabra Mr. J.K. Sethi.

The Shareholding pattern of SMTPL as on 31/5/2008 is as follows:


% to total capital

1. IndiaNivesh Limited 9,994 99.94







TOTAL 10,000 100.00

Financials (Rs. In lacs)

Particulars 2006-2007 2005-2006 2004-2005 Equity Capital 1.00 - -

Reserves (P/L A/c Dr. Bal.) (0.09) - -

Sales Nil - -

Total Income Nil - -

Profit After Tax (PAT) (0.09) - -

Earnings Per Share (EPS) in (Rs.) (0.93) - -

Net Asset Value (NAV) per share in Rs. 9.07 - -

SMTPL has not made any rights / public issue during last three years. SMTPL is not a Sick Industrial

Company within the meaning of the SICA. 6. INDIANIVESH MANAGEMENT CONSULTANTS PRIVATE LIMITED (INMCPL)

IndiaNivesh Management Consultants Private Limited (INMCPL), one of the subsidiaries of INL incorporated on 25-04-2006 with Registrar of Companies, Maharashtra with the object to provide various

consultancy services. Registration No. of the company is 161342 of 2006 (CIN NO. U74140MH2006PTC161342). INMCPL’s registered office is situated at 601 & 602, Sukh Sagar, N.S. Patkar Marg, Girgaum Chowpatty, Mumbai–400007 Maharashtra.

Board of Directors Mr. Rajesh Nuwal

Mr. Dinesh Nuwal


- 107 -

The Shareholding pattern of INMCPL as on 31/5/2008 is as follows:


% to total capital








TOTAL 10,000 100.00 Financials

(Rs. In lacs) Particulars 2006-2007 2005-2006 2004-2005 Equity Capital 1.00 - -

Reserves (P/L A/c Dr. Bal.) (2.22) - -

Sales 2.75 - -

Total Income 2.75 - -

Profit After Tax (PAT) (1.16) - -

Earnings Per Share (EPS) in (Rs.) (11.58) - -

Net Asset Value (NAV) per share in Rs. (12.23) - -

INMCPL has not made any rights / public issue during last three years. INMCPL is not a Sick Industrial Company within the meaning of the SICA.

7. KRISHNADEEP MARKETING SERVICES PVT. LTD. (KMSPL)

Krishnadeep Marketing Services PVT. LTD. (KMSPL), a wholly owned subsidiary of INL was incorporated on 21-04-2006 with Registrar of Companies, Maharashtra with the object to venture into investment business. Registration No. of the company is 161296 of 2006 (CIN NO. U51109MH2006PTC161296). KMSPL’s registered office is situated at 601 & 602, Sukh Sagar, N.S. Patkar Marg, Girgaum Chowpatty, Mumbai–400007 Maharashtra. The company mainly engaged into the acquisation of Stressed Assest and settlement with various institutions.

Board of Directors Mr. Dinesh Nuwal. Mr. Rajesh Nuwal.

The Shareholding pattern of KMSPL as on 31/5/2008 is as follows:


% to total capital








TOTAL 10,000 100.00


- 108 -

Financials

(Rs. In lacs) Particulars 2006-2007 2005-2006 2004-2005 Equity Capital 1,00,000 - -

Reserves (P/L A/c Dr. Bal.) (18,600) - -

Sales - - -

Total Income - - -

Profit After Tax (PAT) - - -

Earnings Per Share (EPS) in (Rs.) - - -

Net Asset Value (NAV) per share in Rs. - -

KMSPL has not made any rights / public issue during last three years. KMSPL is not a Sick Industrial Company within the meaning of the SICA


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III. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements included in this Letter of offer. You should also read the section titled ‘Risk Factors’ beginning on page [●] of this Letter Of Offer, which enumerates number of factors and contingencies that could impact our financial condition and results of operations. The following discussion relates to our Company on a standalone basis, and, unless otherwise stated, is based on our restated unconsolidated financial statements, which have been prepared in accordance with Indian GAAP, the accounting standards and other applicable provisions of the Companies Act, 1956, and the SEBI

guidelines. Our Financial year ends on March 31 of each year.

1. Overview of the business of the Company

Luminaire Technologies Limited (LTL), is a widely held public limited company originally incorporated in the name & style of “Nandini Syntex Limited” on 22.07.1985 under the Companies Act, 1956 in the State of Maharashtra. LTL obtained the Certificate of Commencement of Business on 16.08.1985. The name of the company was subsequently changed to “Strauss Industries & Exports Limited” and a fresh Certificate of Incorporation consequent on Change of Name was obtained from ROC on 03.07.1995. The name of the company was lastly changed to the present name “Luminaire Technologies Limited” and a fresh Certificate

of Incorporation was obtained from ROC on 09.12.1999.The Equity Shares of LTL are listed at BSE only. The shares of the company are presently listed in B2 category of BSE. The Company was earlier in the business of finance and trading of textile and yarns. Subsequently, the Company diversified its business in manufacturing and exports of leather garments in May 1993. The name of the company was changed to Strauss Industries & Exports Limited on 03-07-1995. The Company’s factory was located in Chennai and it exported the entire production to European countries.

During 1998 a lot of tanneries were forced to close down due to pollution problems thus making it difficult to procure raw materials in time. As a result the Company’s production schedule and business was also affected. After this the management again decided to diversify the activities of the Company into Computers and software business. The Directors then identified a group of professional and started its activity in software business and the name of the Company was again changed to its present name LUMINAIRE TECHNOLOGIES LIMITED. The past performance of the Company has been satisfactory and

the Company even paid dividends in the years 1993-94, 1994-95,1995-96 and 1999-2000. The Company has also declared bonus in the ratio of 2:1 during August 2000. LTL in association with ITI Bangalore had successfully installed multi-service wide Area captive network for Welspun India Limited connecting their factories and offices located at nine different places in India. The entire project was executed on turnkey basis using 64kbps Leased Line and Multi Access Swith to provide Voice/Fax, Data and Video Services. Welspun uses DOT network for its telephone line and its own

9.6/64 kbps leased line for Data Communication. As per the contract, Welspun operational units at Colaba, Chira Bazar,Andheri, Delhi, Palghar, Vapi, Rakholi, Surat and Dahej have been inter connected to support Voice, Data and Video Conferencing facility. This network was first of its kind where the video Conferencing Service was supported on 64kbps Leased Line. The entire project was executed in 3 months (including the time taken for commissioning of the line and handed over Welspun in July 2000. LTL has successfully developed a Thin Client Terminal (TCT) which is a low cost solution to Corporate

Companies, which are using standard PCs as of now. The Thin Client is based on Cyrix Geode Processor and hard Real Time Operating System. The objective of developing the same is to provide appropriate solution for the proposed object, which involves large number of terminals for accessing information and data across the network. LTL has developed business cases to address corporate customer’s network requirement where it will

leverage by offering TCTs as user access terminals that offers, protection against technical obsolescence. The other benefits offered by TCTs are bare minimum investment on operating and application software since it requires to be loaded only at the server. TCT being a mere I/O device, the processing is done and the data are stored at the server, which ensure data integrity.


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Presently the Company is engaged in the business of Information Technology (IT), Hardware, Software and providing IT enabled services, helpdesk support, network maintenance and technical support to its

clients. In view of immense competition in the IT Industry and concentration of major business in the hands of few giant players, it is imperative for the Company to think to diversify its area of operations. The Company sees good potential in the Entertainment Industry and its contribution to the overall growth of economy. The business prospects in the Entertainment Industry looks more commercially viable in comparison to the IT Sector.

Company has altered its Objects Clause of Memorandum of Association of the Company by inserting the Entertainment related Objects and to enable the Company to start its activities in Media related activities through Postal Ballot. Company has also filed Form 20A with the Registrar of Companies, Mumbai for Commencement of New Business which have been approved by the Registrar of Companies. Company has incorporated IndiaNivesh TV Networks Pte. Ltd., a wholly owned Subsidiary in Singapore to start dedicated 24 Hours Property TV Channel. The company has applied for issuance of downlinking

facility to Ministry of Information and Broadcasting. The company is also in line with incorporating another wholly owned subsidiary at Sharjah namely 'IndiaNivesh T V Networks FZE'. The Company has obtained provisional approval from Sharjah Airport International Free Zone (SAIF - Zone) for incorporation of the same vide their letter dated June 12, 2008 and the Company will proceed to complete all the requisite formalities and incorporate the wholly owned subsidiary in the name of IndiaNivesh T.V. Networks FZE'.

2. Significant Developments subsequent to the last financial year

Except as otherwise stated in this Letter Of Offer, after the date of last balance sheet i.e.; March 31, 2007, there has been a change in the management of the company. The present promoter have acquired the Company from the earlier promoter as per SEBI (SAST) Regulations 1997, as amended till date.

3. Factors Affecting Our Results Of Operations

Government policies and political situation in India: We presently operate in India and the

economic condition of India has direct impact on our income. Since 1991, the Government of India has pursued policies of economic liberalization, including certain policies that significantly relaxing restrictions on the private sector. Any change in the direction of economic policies as also specific policies relating to the media sectors could affect us. The first effort in real sense to regulate the cable TV sectors started with Cable Television Networks

(Regulation) Act 1995. Telecom Regulatory Authority of India (TRAI) was entrusted with the responsibility to regulate broadcasting and cable services in January 2004. TRAI has since then taken a number of initiatives for regulating the sector. The key measures taken by TRAI are the following:

o Comprehensive recommendation to GOI on issues relating to broadcasting and distribution of TV

channels.

o Protecting consumer interest and minimizing disputes among the service providers by pegging tariff for cable services to a reference date i.e., 26.12.2003.

o Promoted competition through the notification on regulation of interconnection issues, which

inter-alia provided for making signals available on non-discriminatory basis.

o Recommendation to GOI to facilitate the participation of private sector in Terrestrial Television.

o Recommendation to GOI on Digitalization of Cable services.

Technological development. Keeping pace with the new technological developments in this field is a great challenge for survival and development of our business. Changes in technology or other preferences would adversely affect our revenue.


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Growth of Broadcasting Sector in India The Broadcasting Sector has witnessed significant growth in recent years primarily due to liberalization of

the laws and regulations governing the sector, changes in technology and introduction of competing broadcasting, advertising or distribution mediums. These steps have resulted in greater viewerership of our programmes and thereby augmenting the potential for earning the advertising revenues

Political condition:

In case of political instability, government could change the spending pattern. This change in policy framework can affect our business. Competition: Our results of operations in the future may be affected by the intense competition. We expect competition to intensify due to possible new entrants in the market, existing entrants further expanding their

operations and our entry into new segments where we may compete with well-established companies.

Ability to attract, recruit and retain Key personnel: The business we operate in is specialized in nature due to the technical and marketing expertise requirement. The Company’s success on a large scale depends upon its senior management, Directors and key personnel and its ability to attract and retain them. Our future performance will depend upon the continued services of senior management, Directors and key personnel. Qualified & experienced people are in demand, and in the light of paucity of talented manpower, salary expectations are growing faster than revenue growth & hence retaining key personnel and recruiting fresh talent will be the challenges the

company will have to face.

Advertising rates: The reach and viewership of Property news and current affairs channels offers an attractive platform for advertisers. Consequently, the advertisement rates charged by a channel are dependent on the reach and viewership of its programs. Advertisement income will constitute a significant portion of our total income and hence the advertising rate is a predominant factor affecting the results of our operation.

Alternative distribution platforms DTH broadcasting has introduced the power of choice to the consumer. The last mile distribution segment is expected to see further action with the entry of new DTH players, IP-TV, broadcasting services on DSL technologies etc.


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4. Comparison of recent Financial year with the Previous Financial Years:


Particulars 2005 2006 2007

A Income:

Sales & Income from operations 894.32 936.55 1,491.28

Total 894.32 936.55 1,491.28

Other Income 174.40 277.43 72.03

Increase / (Decrease) in Inventories

Total (A) 1,068.72 1,213.98 1,563.31

B Expenditure

Cost of Goods Sold 305.90 384.12 430.00

Staff Cost 237.13 247.87 263.24

Other Manufacturing Expenses - - -

Administrative Expenses 238.58 276.87 292.46




Depreciation 317.77 297.52 942.73

Total (B) 1,099.38 1,206.38 1,928.43

C Net Profit / (Loss) Before Tax (A-B) (30.66) 7.60 (365.12)

D Taxation:

Current Tax - 0.64

Deferred Tax 3.14 (232.48) (46.30)

Fringe Benefits Tax - 3.35 4.01

Income Tax of Earlier Years Written Back -

3.14 (228.49) (42.29)

E Net Profit / (Loss) After Tax (C-D) (33.80) 236.09 (322.83)

Appropriations:

Transfer to Capital Reserve - - -

F Balance Brought Forward 425.45 391.64 627.74

G Balance Carried to Balance Sheet (E+F) 391.65 627.73 304.91


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Fiscal 2007 Vs Fiscal 2006

Income Our total income increased by 28.78% from Rs. 1213.98 thousands in fiscal 2006 to Rs. 1563.31 Thousands in fiscal 2007. The increase in income was mainly on account of increase in sales value. Total sales value increased from Rs 936.55 thousands in fiscal 2006 to Rs 1491.28 thousands in fiscal 2007 showing a growth of 59.23%.

Expenditure Cost of Goods Sold Cost of Goods Sold increased to Rs. 430.00 thousands in fiscal 2007 from Rs. 384.12 thousand in fiscal 2006 showing an increase of 11.94%.

Staff Cost Staff Cost increased marginally to Rs. 263.24 thousands in fiscal 2007 from Rs. 247.87 thousands in fiscal 2006 showing an increase of 6.2%. Administrative Expenses Administrative expenses increased to Rs. 292.46 thousands in fiscal 2007 from Rs. 276.87 thousands in fiscal 2006 showing an increase of 5.63%. EBIDTA

EBIDTA increased to Rs. 577.61 thousands in fiscal 2007 from Rs. 305.12 thousands in fiscal 2006 showing an increase of 89.31%. EBIDTA increased on account of higher income from Sales & other income. Depreciation Depreciation expenses increased to Rs. 942.73 thousands in fiscal 2007 from Rs. 297.52 thousands in

fiscal 2006 showing an increase of 216.86% however there was no addition in fixed assets during the year. PBT PBT was Rs. (365.12) thousands in fiscal 2007 in comparison to Rs. 7.60 thousands in fiscal 2006.

PAT PAT was Rs. (322.83) thousand in fiscal 2007 from Rs. 236.09 thousands in fiscal 2006. The PAT in the fiscal 2006 was higher due to write back of provision of Deferred Tax Assets of Rs. 232.48 thousands in that year.


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Fiscal 2006 Vs Fiscal 2005

Income Our total income increased marginally by 13.59% from Rs. 1068.72 thousands in fiscal 2005 to Rs. 1213.98 thousands in fiscal 2006. The increase in income was mainly on account of increase in sales and other income. Total sales value increased from Rs. 894.32 thousands in fiscal 2005 to Rs 936.55 thousands in fiscal 2006 showing a growth of 4.72% and the value of other income increased from Rs.

174.40 thousands in the fiscal 2005 to Rs. 277.43 thousands in the fiscal 2006 showing a growth of 59.08%. Expenditure Cost of Goods Sold

Cost of Goods Sold increased to Rs. 384.12 thousands in fiscal 2006 from Rs. 305.90 thousands in fiscal 2005 showing an increase of 25.57%. Administrative Expenses Administrative expenses increased to Rs. 276.87 thousands in fiscal 2006 from Rs. 238.58 thousands in fiscal 2005 showing an increase of 16.05%.

Staff Cost Staff Cost increased marginally to Rs. 247.87 thousands in fiscal 2006 from Rs. 237.13 thousands in fiscal 2005 showing an increase of 4.53%.

EBIDTA EBIDTA increased to Rs. 305.12 thousands in fiscal 2006 from Rs. 287.11 thousands in fiscal 2005 showing an increase of 6.27%. EBIDTA increased on account of higher income from Sales & other income. Depreciation

Depreciation expenses decreased to Rs. 297.52 thousands in fiscal 2006 from Rs. 317.77 thousands in fiscal 2005 showing an decrease of 6.37%. PBT PBT was Rs. 7.60 thousands in fiscal 2006 in comparison to Rs. (30.66) thousands in fiscal 2006.

PAT PAT was Rs. 236.09 thousands in fiscal 2006 from Rs. (33.80) thousands in fiscal 2005. The PAT in the fiscal 2006 was higher due to write back of provision of Deferred Tax Assets of Rs. 232.48 thousands in that year.


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Fiscal 2005 Vs Fiscal 2004 Income Our total income increased marginally by 5.09% from Rs. 1016.92 thousands in fiscal 2004 to Rs. 1068.72 thousands in fiscal 2005. The increase in income was mainly on account of increase in other income. Other income increased from Rs. 41.76 thousands in the fiscal 2004 to Rs. 174.40 thousands in

the fiscal 2006 showing an increment of Rs. 132.64 thousands. Expenditure Cost of Goods Sold Cost of Goods Sold increased to Rs. 305.90 thousands in fiscal 2005 from Rs. 285.60 thousands in fiscal

2005 showing an increase of 7.11%. Administrative Expenses Administrative expenses decreased to Rs. 238.58 thousands in fiscal 2005 from Rs. 1265.07 thousands in fiscal 2004 showing an decrease of 81.14%. EBIDTA EBIDTA increased to Rs. 287.11 thousands in fiscal 2005 from a Rs. (673.62) thousands in fiscal 2004 showing an increase of Rs. 960.73 thousands. EBIDTA increased on account of reduction in administrative expenses.

Depreciation Depreciation expenses decreased to Rs. 317.77 thousands in fiscal 2005 from Rs. 327.70 thousands in fiscal 2004 showing an decrease of 3.03%. PBT

PBT was Rs. (30.66) thousands in fiscal 2005 in comparison to Rs. (1001.32) thousands in fiscal 2004. PAT PAT was Rs. (33.80) thousands in fiscal 2005 from Rs. (1029.88) thousands in fiscal 2004. The PAT in the fiscal 2004 was lower due to higher administration expenses and lower other income as compared to fiscal year 2005.


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5. An analysis of reasons for the changes in significant items of income and

expenditure is given below:

I. Unusual or infrequent events or transactions. The Company has been acquired by new promoter namely IndiaNivesh Limited pursuant to SEBI (SAST) Regulations, 1997 in the financial year 2007-08.

II. Significant economic changes that materially affected or are likely to affect income from continuing operations To our knowledge there have not been any significant economic changes that materially affected or are likely to affect income from continuing operations.

III. Known trends or uncertainties those have had or are expected to have a material adverse impact on sales, revenue, or income from continuing operations. Apart from risks as described in the section titled “Risk Factors” in this LOF, there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income form continuing operations.

IV. Future changes in relationship between costs and revenue

The Company is continuously working to create efficient processes resulting in cost reduction and have a better control over its activities. Other than those covered in the section titled " Risk Factors”, to our knowledge, there are no known factor, which will affect the future relationship between the costs and income, or which will have a material impact on our operations and

finances.

V. Extent to which material increases in net sales or revenue is due to increased sales volume, introduction of new products or services or increased sales prices. Total Income for the year ended March 2007 was Rs. 15.63 Lacs and the same was Rs. 12.14

Lacs in the year-ended march 2006. The increase in total income in the period is due to increase of Rs 5.55 lacs in sales & Income from operations.

VI. Total turnover of the Industry

Please refer to the section on " Industry Overview" referred on page [*] of the LOF. VII. Status of any publicly announced new products or business segment.

The company has altered its Object Clause of Memorandum of Association of the company by

inserting the Entertainment related Object and to enable the company to start its activities in Media related activities through Postal Ballot. Company has also filled Form 20A with the Registrar of Companies, Mumbai for Commencement of New Business which has been approved by the Registrar of Companies.

VIII. The extent to which the business is seasonal. Company is not engaged in any seasonal business.

IX. Over dependence on Single supplier/Customers.

We are not dependent on any single or few suppliers or customers.

X. Competitive Conditions The company has proposed to launch dedicated 24 Hours Property TV Channel. This segment of market is still untouched and unexplored. Possibilities to grow this segment are fastest as this is an ever-growing sector. Our company also feels that the market for the property business news segment is vast and can be easily explored.


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F. LEGAL AND OTHER INFORMATION

I. OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

[A] OUTSTANDING LITIGATIONS INVOLVING ISSUER COMPANY

[1] Outstanding Litigations against the Company

There are no pending litigations against the company.

[2] Pending Litigation Filed by the Company There are no pending litigations filed by the company. [3] Amounts Owed to Small Scale Undertaking Nil.

[B] OUTSTANDING LITIGATIONS INVOLVING GROUP COMPANIES Cases filed by any of the Group Companies There are no pending litigations filed by any of the group companies.

Cases filed by against any of the Group Companies There are no pending litigations filed against any of the group companies. [C] OUTSTANDING LITIGATIONS FILED BY / AGAINST DIRECTORS / PROMOTER. Nil. However Mr. Nirmal Pareek, director of IndiaNivesh Securities Pvt. Ltd. on of our group companies has received a notice from SEBI vide their letter no. EAD-5/VSS/RK/126149/2008 dt. 21.05.2008 under Rule 4 of SEBI (Procedure for Holding inquiry and Imposing Penalties by Adjudcating Officer) Rules, 1995 read with Section 15l of the SEBI Act, 1992 regarding trading in the scripts of Aarti Industries Ltd., Aarti Drugs Ltd., Havells India Lts., Jindal Polyster Ltd., Kajaria ceramics Ltd., KRBL Ltd., Lyka Labs Ltd., Nirma Ltd., Opto

Circuits Ltd. and Tasc Pharmaceuticals Ltd during period from April 2003 to March 2004. Litigations Post Filing of the Offer Document The Company undertakes to incorporate the factual position in respect of any litigation against the Company or by the Company, its Group Companies and Promoter that may take place after filing the Letter of Offer with SEBI.

STATUTORY DUES The Company has been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Excise Duty, wealth Tax, Custom Duty, Service Tax, Cess, Investor Education and Protection fund, Employees’ State Insurance and other Statutory dues applicable to it.

CONTINGENT LIABILITY NOT PROVIVED FOR: Nil


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MATERIAL DEVELOPMET SINCE THE LAST BALANCE SHEET DATE In the opinion of the Company there is no material development after the date of latest Balance Sheet that are likely to materially affect the performance and prospects of the company. ADVERSE EVENTS

There are no adverse events affecting the operations of the company occurring within one year prior to the date of filing of the offer document with the Stock Exchange


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II. GOVERNMENT APPROVALS / LICENCING ARRANGEMENTS In view of the approvals listed below, we can undertake our current business activities. Appropriate applications from governmental or regulatory authorities or any other entity required for our business activities have been made by us. Unless otherwise stated, these approvals are all valid as of the date of this

Prospectus. Approvals to carry on our Business

1. Certificate of Incorporation No. 36919 of 1985 issued by the Registrar of Companies, Maharashtra, dated 22.7.1985.

2. Certificate of Commencement of Business dated 16.8.1985 issued by the Registrar of Companies,

Maharashtra.

3. Permanent Account Number AAECS5081Q issued by Commissioner of Income Tax (Computer Operations), Mumbai

4. Tax Deduction Number MUML06699A issued by Income Tax officer TDS Ward MUM-WT-82-2 Mumbai.

5. Certificate of Importer- Exporter Code assigning IEC No.0394049519 by officer of the Joint Director

(General) of Foreign Trade, Mumbai. Broadcasting Approvals (Pending)

Downlinking Approvals from The Ministry of Information and Broadcasting, Government of India.


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G. OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Present Issue:

The Rights issue has been authorized by the Board of Directors at its meeting held on 16th

January 2008. Further, the Equity Shareholders have approved the present rights issue in terms of Section 81(1A) of the Companies Act, 1956 vide special resolution passed at the Extra Ordinary Meeting of the Company held on 29th February 2008.

Prohibition by SEBI

The Company, its Directors, its Promoter, any of the Company Associates or Group Companies with which the Directors of the Company are associated, as Directors or Promoter have not been prohibited from accessing the capital market under any order passed by SEBI.

Eligibility of the Issue:

The Company is an existing listed Company and it is eligible to offer this Rights Issue in terms of Clause 2.4.1 (iv) of the SEBI Guidelines.

DISCLAIMER CLAUSE

AS REQUIRED, A COPY OF THIS LETTER OF OFFER HAS BEEN SUBMITTED TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI).

“IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE SUBMISSION OF THE LETTER OF OFFER TO SEBI SHOULD NOT, IN ANY WAY BE DEEMED/ CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPOSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE, OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. THE LEAD MANAGER VC ORPORATE ADVISORS PRIVATE LIMITEDHAS CERTIFIED THAT THE DISCLOSURES MADE IN THE LETTER OF OFFER ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI GUIDELINES FOR DISCLOSURE AND INVESTOR PROTECTION IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE LETTER OF OFFER, THE LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE THE LEAD MANAGER VC ORPORATE ADVISORS PRIVATE LIMITEDHAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED 25th JUNE, 2008 IN ACCORDANCE WITH THE SEBI (MERCHANT BANKERS) REGULATIONS, 1992 WHICH READS AS FOLLOWS:

1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION

LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC. AND OTHER MATERIALS MORE PARTICULARLY REFERRED TO IN THE ANNEXURE THERETO IN CONNECTION WITH THE FINALISATION OF THE LETTER OF OFFER PERTAINING TO THE SAID ISSUE;

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS

DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE AND OTHER PAPERS FURNISHED BY THE COMPANY;


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WE CONFIRM THAT:

a) THE LETTER OF OFFER FORWARDED TO SEBI IS IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;

b) ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE AS ALSO THE

GUIDELINES, INSTRUCTIONS ETC., ISSUED BY SEBI, THE GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH;

c) THE DISCLOSURES MADE IN THE LETTER OF OFFER ARE TRUE, FAIR AND ADEQUATE TO

ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO INVESTMENT IN THE PROPOSED ISSUE; AND

d) WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE LETTER OF OFFER ARE REGISTERED WITH SEBI AND TILL DATE SUCH REGISTRATION IS VALID

THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER SECTION 63 OR SECTION 68 OF THE COMPANIES ACT, 1956 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCE AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE LEAD MANAGER, VC ORPORATE ADVISORS PRIVATE LIMITEDANY IRREGULARITIES OR LAPSES IN THE LETTER OF OFFER.”

DISCLAIMER

The Company and the Lead Manager to the issue accepts no responsibility for statements made otherwise than in this Letter of Offer or in any advertisement or other material issued by the Company or by any other persons at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his own risk.

CAUTION

The Lead Manager and the Company shall make all information available to the Equity Shareholders and no selective or additional information would be available for a section of the Equity Shareholders in any manner whatsoever including at presentations, in research or sales reports etc. after filing of the Letter of Offer with SEBI. The Lead Manager and the Company shall update the Letter of Offer and keep the public informed of any material changes till the listing and trading commences.

Disclaimer with respect to Jurisdiction

This Letter of offer has been prepared under the provisions of Indian Laws and the applicable rules and regulations hereunder. Any disputes arising out of this Issue will be subject to the jurisdiction of the appropriate court(s) in Mumbai, India only.

The distribution of the Letter of offer and the offering of securities on a rights basis to persons in certain jurisdictions outside India may be restricted by the legal requirements prevailing in those jurisdictions. Persons into whose possession the LOF may come are required to inform themselves about and observe such restrictions. Any disputes arising out of such issue will be subject to the jurisdiction of appropriate courts in Mumbai, India only.

No action, has been, or will be taken, to permit offering of these securities in any jurisdiction where

action would be required for that purpose, except that the LOF has been filed with SEBI and SEBI has given its observations and that the Letter of offer would be filed with the relevant Stock Exchanges in India. Accordingly, the Equity Shares may not be offered or sold directly or indirectly, and the LOF may not be distributed in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of the LOF, nor any sale hereunder, shall under any circumstances create any implication that the affairs of the Company have remained unchanged since the date hereof or that the information herein is correct as of any

time subsequent to this date.


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Disclaimer Clause of the BSE (the Designated Stock Exchange)

BSE (“the Exchange”) has given vide its letter dated---------- permission to the Company to use the Exchange’s name in this Letter of offer on which this Company’s Securities are proposed to be listed. The Exchange has scrutinized this Letter of offer for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company.

The Exchange does not in any manner:

(i) warrant, certify or endorse the correctness or completeness of any of the contents of this Letter of Offer; or

(ii) warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or

(iii) take any responsibility for the financial or other soundness of the Company, its Promoter, its management or any scheme or project of this Company;

And it should not for any reason be deemed or construed that this Letter of offer has been cleared or approved by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person

consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.

FILING

The Letter of Offer has been filed with SEBI, The Corporate Finance Department of SEBI at SEBI

BHAVAN, C-4A, G-Block, Bandra Kurla Complex, Mumbai – 400 051. The Letter of Offer has been filed with the Designated Stock Exchange as per the requirements of the law. All the legal requirements applicable till the date of filing the Letter of Offer with the Stock Exchanges have been complied with. The Company is registered at the Registrar of Companies Maharashtra at Mumbai, located at 100, Everest, Marine Drive Mumbai- 400 002. DESIGNATED STOCK EXCHANGE

The designated stock exchange for the purpose of the issue is BSE.

LISTING

The existing Equity Shares are listed on BSE (Designated Stock Exchange). The Company has made application to BSE for permission to deal in and for an official quotation in respect of the securities being

offered in terms of this Letter of offer vide letter dated ------------------. The Company has received in-principle approval from BSE vide letters dated --------.

If the permission to deal in and for an official quotation of the securities is not granted by the Designated Stock Exchange mentioned above, within six weeks from the Issue Closing Date, the Company shall forthwith repay, without interest, all monies received from applicants in pursuance of this Letter of Offer.

If such money is not paid within eight days after the Company becomes liable to repay it, then the Company and every Director of the Company who is an officer in default shall, on and from expiry of eight days, be jointly and severally liable to repay the money with interest as prescribed under the Section 73 of the Act.

Consents

The written consents of Promoter, Directors, Auditors, Lead Managers to the Issue, Registrars to the Issue and Bankers to the Company to act in their respective capacities, have been obtained and such consents have not been withdrawn up to the time of delivery of the Letter of offer with the Stock Exchanges.


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The Auditors of the Company have given their written consent for inclusion of their report in the form and content appearing in this Letter of offer and such consent and report have not been withdrawn up to

the time of delivery of the Letter of offer to the Stock Exchange. The Auditors of the Company have given their written consent for inclusion of income tax benefits in the form and content appearing in this Letter of Offer, accruing to the Company and its members. To the best of our knowledge, there are no other consents required for making this Rights Issue.

However, should the need arise, necessary consents shall be obtained by us.

Expert Opinion The Company has not obtained any expert opinion apart from whatever is already mentioned in this Letter of Offer.

Expenses of the Issue

The expenses of the Rights Issue payable by the Company inclusive of brokerage, fees payable to the Lead Manager to the Issue, Registrar to the Issue, printing, publication, advertising and distribution expenses, bank charges, listing fees and other miscellaneous expenses of approximately Rs.30 Lacs and will be met out of the internal accruals of the company. The breakup of the expenses is detailed as below:

Underwriting Commission, Brokerage and Selling Commission

The Rights Issue has not been underwritten. No fee under this head is payable.

Previous Public or Rights Issues during the last 5 years.

LTL has not made any Rights or Public issue during the last five years.

Previous issues of shares otherwise than for cash.

There have been no allotments in past which are for consideration other than cash except allotment made:

� On 18/01/1996 4,00,000 Equity Shares of Rs. 10/- each as bonus issue. � On 04/11/2000 16,00,000 Equity Shares of Rs. 10/- each as bonus issue.

Commission or Brokerage on previous Issues

The Company has made Public Issue in the year of 1985 and no commission or brokerage has been paid on that issue.

Sl No.

Particulars

Rs. in Lacs

% of total issue expenses

% of total issue size

1

Lead Manager Fees.

12.00

40.00%

1.00%

2

Registrar Fees, Auditors fees, Legal Advisors Fees.

1.50

5.00%

0.13%

3

Printing, Stationary and postage Expenses.

6.00

20.00%

0.50%

4

Bank and other charges.

0.50

1.67%

0.04%

5

Advertisement, Travel and Other Miscellaneous Expenses.

10.00

33.33%

0.83%

Total 30.00 100% 2.50%


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Particulars in regard to the Company and other listed companies under the same management within the meaning of Section 370(1)(B) of the Companies Act, 1956, which made any capital issue during the last three years.

The company and other Companies under the same management have not made capital Issue in last three years.

PROMISES VS. PERFORMANCE: LTL made its maiden public issue in the year 1985.The issue comprised of 3,99,930 equity shares of Rs. 10/-each for cash at par aggregating Rs.39.99 Lacs. Object of the issue: The issue was made with the object of raising working capital for the company to start its activities. No Projections were made in the offer document.

Listed ventures of Promoter

Our Promoter Company IndiaNivesh Limited (INL) is a listed company. Currently the equity shares of INL are listed at Bombay Stock Exchange. The company has not made any previous public or rights issues.

Outstanding Bonds/Debentures and redeemable preference shares and other instruments issued by the issuer company outstanding as on the date of letter of offer and terms of the issue: There are no outstanding debentures or bonds or redeemable preference shares or any other instruments issued by the issuer company outstanding as on the date of Letter of Offer. STOCK MARKET DATA

The Company’s shares are listed on BSE. The high and low closing prices recorded on BSE for the

preceding three years and the number of shares traded on the days the high and low prices were recorded are stated below:

Year High Low Average Price (Rs.)

Date Rs. Volume

Date Rs. Volume

2007 31-12-2007 9.63 4440 05-01-2007 1.98 5000 3.07

2006 21-09-2006 6.10 1503 06-12-2006 1.33 14300 3.86

2005 20-09-2005 46.45* 1352 27-10-2005 2.85 1690 3.54

* Represent face value of share @ Rs. 10 per share. The Face value of the Equity share capital of the company were subdivided from Rs.10/- per share to Re.1/- per share pursuant to the resolution passed

by the shareholders of the company in their meeting held on 24.09.2005.

I. The total volume of securities traded in each month during the preceding six months on BSE is as follows:

BSE

Details of High Price Details of Low Price

Month

Rs. Date Volume Rs. Date Volume Total Volume

December 9.63 31-12-2007 4440 4.96 03-12-2007 1360 111165

January 12.88 08-01-2008 2700 6.00 30-01-2008 2100 139391

February 9.25 29-02-2008 6235 6.29 01-02-2008 2200 33623

March 9.16 13-03-2008 700 4.76 28-03-2008 3007 24312

April 6.32 04-04-2008 4251 4.76 28-04-2008 1620 47408

May 6.85 23-05-2008 3895 4.75 15-05-2008 6525 38212


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II. Weekend price of equity Shares of the Company on the BSE appear as under:

Week ended Highest Price during the week (Rs.)

Lowest Price during the week (Rs.)

Average price for the period

(Rs.) 20-06-2008 7.45 5.82 6.70

13-06-2008 6.23 4.86 5.51

06-06-2008 7.00 5.31 6.08

30-05-2008 6.50 5.47 6.70

The market price of the equity shares of the Company as on 17 January 2008 being trading day, after the date 16 January 2008 on which the resolution of the Board of Directors approving the issue was passed was Rs. 8.17 on BSE. Disclosure on Investor Grievances and Redressal System of LTL Our Company has constituted a Shareholders Grievance Committee to look into the redressal of shareholder/ investor complaints such as Issue of duplicate/split/consolidated share certificates, allotment and listing of shares and review of cases for refusal of transfer/transmission of shares and debentures, complaints for non receipt of dividends etc.

For further details on this committee, please refer under the head ‘Corporate Governance’ on page [*] of this Letter of Offer. To expedite the process of share transfer, our Company has appointed Adroit Corporate Services Pvt. Ltd. as the Registrar and Share Transfer Agents of our Company. Disposal of Investors’ Grievances and Redressal Mechanism

We have appointed Adroit Corporate Services Pvt. Ltd. as the Registrar to the Issue, to handle the investor grievances in co-ordination with our Compliance officer. All grievances relating to the present issue may be addressed to the Registrar with a copy to the Compliance officer, giving full details such as name, address of the applicant, number of equity shares applied for, amount paid on application and bank and Branch. We will monitor the work of the Registrar to ensure that the investor grievances are settled expeditiously and satisfactorily.

A fortnightly status report of the complaints received and redressed by the Registrar to the Issue would be forwarded to us. We would also coordinate with the Registrar to the Issue in attending to the investors’ grievances. We assure that any complaints received, shall be disposed off as per the following schedule:

Sr. No.

Nature of Complaint Time Table

1 Non Receipt of Refund Within 7 days of receipt of complaint subject to production of satisfactory evidence

2 Non Receipt of Share Certificates Within 7 days of receipt of complaint subject to production

of satisfactory evidence

3 Transfer of shares

Within 30 days

4 Change of Address Notification

Within 7 days of receipt of information

5 Any other complaint in relation to Rights Issue

Within 7 days of receipt of complaints with all relevant details.

Redressal of investor’s grievance is given top priority by the Company. The concerned Director of the Company oversees redressal of complaints of Shareholders / investors and other important investor related matters. The Company has adequate arrangements for redressal of investor complaints as indicated above.


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Disclosure on Investor Grievances and Redressal System of the Listed Group Companies

INDIANIVESH LIMITED Shareholders’/ Investors’ Grievance Committee of the directors was constituted on December 2, 2005 to specifically look into the redressal of complaints of investors relating to transfer of shares, non-receipt of dividend/ notices/ annual reports etc.

One meeting of the shareholders’ / Investors’ Grievance Committee was held during the year on March 18, 2008. The committee comprises of Mr. Dinesh Nuwal, a Non-Executive Promoter Director as chairman and Mr. Rajesh Nuwal as a member. The total number of complaints received to the satisfaction of shareholders during the year under review was Nil. There were no complaints pending as on March 31, 2008. Changes in the Auditors in the last three years

The auditors of the company have been changed from M/s. H.S. Hathi & co. Chartered accountants to M/s. CLB & Associates Chartered accountants w.e.f. 17th September 2007. Capitalization of Reserves or profits (during last Five Years) There is no capitalization of reserves/profits during the last five years.

Revaluation of Assets, if any (during last five years) There is no revaluation of assets carried out during the last five years.


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H. OFFERING INFORMATION

Terms of the Issue The Equity Shares proposed to be issued on rights basis are subject to the terms and conditions contained in

this Letter of Offer, the enclosed Composite Application Form (“CAF”), the Memorandum and Articles of Association of the Company, the provisions of the Companies Act, approvals from RBI, guidelines issued by SEBI, approvals from the stock exchanges where equity shares of the Company are listed, FEMA guidelines, notifications and regulations for issue of capital and for listing of securities and/ or other statutory authorities and bodies from time to time, the terms and conditions as stipulated in the allotment advice or letter of allotment or security certificate, the provisions of the Depositories Act, to the extent applicable, and any other legislative enactments and rules as may be applicable and introduced from time to time

Ranking of the Equity Shares The Equity Shares shall be subject to the Memorandum and Articles of Association of the Company and shall rank pari-passu in all respects including dividends with the existing Equity Shares of the Company Mode of payment of Dividend The dividend will be paid to all the eligible shareholders in terms of the provisions of the Act and Articles of Association with regard to payment of dividend. The unclaimed dividend will be transferred to Investor Protection Fund as prescribed under the Act.

Face Value Each Equity Share shall have the face value of Re. 1/- each.

Issue Price Each Equity Share is being offered at a price of Re. 1/-

Premium The Equity Shares of Rs.1/- each are being issued at Par. Rights of the Equity Shareholders Subject to applicable laws, the Equity Shareholders shall have the following rights:

� Right to receive dividend, if declared.

� Right to attend general meetings and exercise voting powers, unless prohibited by law

� Right to vote on a poll either in person or by proxy

� Right to receive offers for rights shares and be allotted bonus shares, if announced

� Right to receive surplus on liquidation

� Right of free transferability and

� Such other rights, as may be available to a shareholder of a listed public company under the Act or any other applicable law from time to time and Memorandum and Articles of Association of the Company.

For a detailed description of the main provisions of the Company’s Articles of Association relating to voting rights, dividend, forfeiture and lien, transfer and transmission and/or consolidation/splitting, see “Description of Equity Shares and Terms of Articles of Association” on page ----- in this Letter of Offer.


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Market Lot

The market lot for the Equity Share is 1. In case of physical certificates, the Company would issue one share certificate to a single Shareholder. Nomination facility to the Investors Nomination facility In terms of Section 109A of the Act, nomination facility is available in case of Equity Shares. The applicant can nominate any person by filling the relevant details in the CAF in the space provided for this purpose. The sole Equity Shareholder or first Equity Shareholder, along with other joint Equity Shareholders (being individual(s) may nominate any person(s) who, in the event of the death of the sole holder or all the joint-holders, as the case may be, shall become entitled to the Equity Shares. Person(s), being a nominee,

becoming entitled to the Equity Shares by reason of the death of the original Equity Shareholder(s), shall be entitled to the same rights to which he would be entitled if he/she were the registered holder of the Equity Shares. Where the nominee is a minor, the Equity Shareholder(s) may also make a nomination to appoint, in the prescribed manner, any person to become entitled to the Equity Share(s), in the event of death of the said holder, during the minority of the nominee. A nomination shall stand rescinded upon the sale/disposal of the Equity Share by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. When two or more persons hold the Equity Share(s), the nominee shall become entitled to receive

the shares only on the demise of all the holders. Fresh nominations can be made only in the prescribed form available on request at the Registered Office of the Company located at “601 & 602, Sukh sagar, N.S. Patkar Marg, Gitgaum Chowpatty, Mumbai – 400 007, Maharashtra, India” or such other place at such addresses as may be notified by the Company. The applicant can make the nomination by filling in the relevant portion in the CAF.

Only one nomination would be applicable for one folio. Hence, in case the Equity Shareholder has already registered the nomination with the Company, no further information needs to be made for the Equity Shares to be allotted in the issue under the same folio. In case the allotment of equity shares is in dematerialized form, there is no need to make a separate nomination for the Equity Shares to be allotted in the Rights Issue. Nominations registered with respective Depository Participant of the applicant would prevail. If the applicants wish to change the nomination, they

are requested to inform their respective Depository Participants. Minimum Subscription If the Company does not receive the minimum subscription of 90% of the Rights Issue, the entire subscription shall be refunded to the applicants within forty-two days from the date of closure of the Issue. If there is a delay in the refund of subscription by more than 8 days after the Company becomes liable to repay

the subscription amount, (i.e. forty two days after closure of the Issue), the Company will pay interest for the delayed period, at prescribed rates in sub-section (2) and (2A) of Section 73 of the Act. This Rights Issue will become under subscribed after considering the number of Equity Shares applied as per entitlement plus additional Equity Shares. The Promoter/ promoter group shall subscribe to such under subscribed portion as per the relevant provisions

of the law. The undersubscribed portion shall be applied for only after the close of the Issue. If any person presently in control of the Company desires to subscribe to such under subscribed portion and if disclosure is made pursuant to SEBI (SAST) Regulations, such allotment of the under subscribed portion will be governed by the provisions of the SEBI (SAST) Regulations. Allotment to the Promoter of any unsubscribed portion, over and above their entitlement shall be done in compliance with Clause 40A of the Listing Agreement.

The above is subject to the terms mentioned under the “Basis of Allotment”. Arrangements for disposal of Odd Lots Since under the demat mode, the trading lot is of one share, we are not making any arrangement for disposal of odd lot.


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Restriction on Transfer and Transmission of Shares

Nothing contained in the Articles of Association of the Company shall prejudice any power of the Company to refuse to register the transfer of share. No fee shall be charged for sub-division and consolidation of share certificates (physical form), debenture certificates and detachable warrants and for sub-division of letters of allotment and split, consideration, renewal and pucca transfer receipts into denomination corresponding to the market units of trading.

Rights Entitlement The Equity Shares are being offered on rights basis to the existing Equity Shareholders of the company in the ratio of 5 (Five) Equity Share for every 1(One) Equity Shares held as on the record date i.e. [*]. Printing Of Bank Particulars On Refund Orders As a matter of precaution against possible fraudulent encashment of refund orders due to loss or misplacement, the particulars of the applicant’s bank account are mandatory for printing on the refund orders. Bank account particulars will be printed on the refund orders/refund warrants which can then be deposited only in the account specified. The Company will in no way be responsible if any loss occurs through these instruments falling into improper hands either through forgery or fraud. Offer to Non-Resident Equity Shareholders / Applicants Applications received from NRIs and other NRI shareholders for allotment of Equity Shares shall be, inter alia, subject to the conditions imposed from time to time by RBI under the FEMA in the matter of refund of application moneys, allotment of Equity Shares, issue of Letter of Allotment / share certificates, payment of interest, dividends, etc. General permission has been granted to any person resident outside India to apply

shares offered on rights basis by an Indian Company in terms of FEMA and the rules and regulations there under. The Equity Shares issued under the Rights Issue and purchased by NRI shall be subject to the same conditions including restrictions in regard to the repatriability as are applicable to the previously held Equity Shares against which Equity Shares under the Rights Issue are issued.

As per the Provisions of AP DIR Circular No. 14 dated September 16, 2003 (Issued by RBI), such Equity Shareholders who have been allotted equity shares as OCBs, would not be permitted to participate in the issue. Accordingly the Shareholders/ applicants who are OCBs and wishing to participate in the issue would be required to submit the approval in relation thereto from FIPB and RBI. The Board of Directors may at its absolute discretion, agree to such terms and conditions as may be stipulated by RBI while approving the allotment of Equity Shares, payment of dividend etc. to the Equity

Shareholders who are NRI. Notices All notices to the Equity Shareholder(s) required to be given by the Company shall be published in one English national daily with wide circulation, one Hindi national daily with wide circulation and regional

language daily where the Registered office of the company is situated and/or, will be sent by ordinary post to the registered holders of the Equity Share(s) from time to time. Issue of Duplicate Equity Share Certificate If any Equity Share Certificate(s) is/are mutilated or defaced or the pages for recording transfers of Equity Shares are fully utilized, the Company against the surrender of such Certificate(s) may replace the same,

provided that the same will be replaced as aforesaid only if the Certificate numbers and the Distinctive numbers are legible. If any Equity Share Certificate(s) is/are destroyed, stolen, lost or misplaced, then upon production of proof thereof to the satisfaction of the Company and upon furnishing such indemnity/ surety and/or such other documents as the Company may deem adequate, duplicate Equity Share Certificate(s) shall be issued.


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ISSUE PROCEDURE Principal Terms and Conditions of the Issue The Equity Shares are being offered for subscription for cash to those existing Equity Shareholders whose names appear as beneficial owners as per the list to be furnished by the Depositories in respect of the Equity Shares held in the electronic form and on the Register of Members of the Company in respect of Equity Shares held in the physical form at the close of business hours on the Record Date [*] fixed in consultation

with the Designated Stock Exchange. The Equity Shares are being offered for subscription in the ratio of 5 (Five) Equity Share for every 1 (One) Equity Shares held by the Equity Shareholders. Terms of payment

The entire amount of Re. 1/- per share is payable on application by all shareholders. Ranking of the Equity Shares The Equity Shares shall be subject to the Memorandum and Articles of Association of the Company and shall rank pari-passu in all respects including dividends with the existing Equity Shares of the Company. Option available to the Equity Shareholders The Composite Application Form (CAF) clearly indicates the number of Equity Shares that the Equity Shareholder is entitled to. The Equity Shareholders will be having the following options:

Apply for his entitlement in part Apply for his entitlement in part and renounce the other part Apply for his entitlement in full

Apply for his entitlement in full and also apply for additional Equity Shares Renounce his entitlement in full. Renouncees for Equity Shares can apply for the Equity Shares renounced to them and also apply for additional Equity Shares.

Applicants to the Equity Shares of the Company issued through the Rights Issue shall have an option either to receive security certificates or to hold the securities in dematerialized form with a Depository. Offer to Non-Resident Equity Shareholders / Applicants Applications received from NRIs and other NRI shareholders for allotment of Equity Shares shall be, inter alia,

subject to the conditions imposed from time to time by RBI under the FEMA in the matter of refund of application moneys, allotment of Equity Shares, issue of Letter of Allotment / share certificates, payment of interest, dividends, etc. General permission has been granted to any person resident outside India to apply shares offered on rights basis by an Indian Company in terms of FEMA and the rules and regulations there under. The Equity Shares issued under the Rights Issue and purchased by NRI shall be subject to the same

conditions including restrictions in regard to the repatriability as are applicable to the previously held Equity Shares against which Equity Shares under the Rights Issue are issued. As per the Provisions of AP DIR Circular No. 14 dated September 16, 2003 (Issued by RBI), such Equity Shareholders who have been allotted equity shares as OCBs, would not be permitted to participate in the issue. Accordingly the Shareholders/ applicants who are OCBs and wishing to participate in the issue would be required to submit the approval in relation thereto from FIPB and RBI.


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The Board of Directors may at its absolute discretion, agree to such terms and conditions as may be stipulated by RBI while approving the allotment of Equity Shares, payment of dividend etc. to the Equity

Shareholders who are NRI. How to Apply Resident Equity Shareholders

Application should be made only on the enclosed CAF provided by the Company. The enclosed CAF should be completed in all respects, as explained in the instructions indicated in the CAF. Applications will not be accepted by the Lead Manager or by the Registrar to the Issue or by the Company at any offices except in the case of postal applications as per instructions given in the Letter of Offer. Non-Resident Equity Shareholders

Applications received from the Non-Resident Equity Shareholders for the allotment of Equity Shares shall, interalia, be subject to the conditions as may be imposed from time to time by the Reserve Bank of India, in the matter of Refund of application moneys, allotment of Equity Shares, issue of Letters of Allotment/ certificates/ payment of dividends etc. The CAF consists of four parts:

Part A: Form for accepting the Equity Shares offered and for applying for additional Equity Shares Part B: Form for renunciation Part C: Form for application for Renouncee.

Part D: Form for request for Split Application Forms Availability of duplicate CAF In case the original CAF is not received, or is misplaced by the applicant, the Registrar to the Issue will issue a duplicate CAF on the request of the applicant who should furnish the Registered Folio Number/ DP and Client ID No. and his / her full name and address to the Registrar to the Issue. Please note that those who are

making the application in the duplicate form should not use the original CAF for any purpose including renunciation, even if it is received/ found subsequently. If the applicant violates any of these requirements, he/ she shall face the risk of rejection of both the applications as well as forfeiture of amounts remitted along with the applications. Application on Plain Paper

An Equity Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make an application to subscribe to the Rights Issue on plain paper, along with an Account Payee Cheque drawn on a local bank at Mumbai/ Demand Draft payable at Mumbai (net of demand draft charges and postal charges) which should be drawn in favour of the Company and send the same by registered post directly to the Registrar to the Issue.

The application on plain paper, duly signed by the applicants including joint holders, in the same order as per specimen recorded with the Company, must reach the office of the Registrar to the Issue before the Date of Closure of the Issue and should contain the following particulars:

• Name of Issuer

• Name and address of the Equity Shareholder including joint holders

• Registered Folio Number/ DP and Client ID No.

• Number of Equity Shares held as on Record Date

• Number of Rights Equity Shares entitled

• Number of Rights Equity Shares applied for

• Number of additional Equity Shares applied for, if any


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• Total number of Equity Shares applied for

• Total amount paid per Equity Share

• Particulars of Cheque/ Draft

• Savings/Current Account Number and name and address of the bank where the Equity Shareholder

will be depositing the refund order PAN/GIR number and Income Tax Circle/Ward/District where the application is for Equity Shares and for each applicant in case of joint names, and

• Signature of Equity Shareholders to appear in the same sequence and order as they appear in the

records of the Company. Please note that those who are making the application otherwise than on original CAF shall not be entitled to renounce their Rights and should not utilize the original CAF for any purpose including renunciation even if it is received subsequently. If the applicant violates any of these requirements, he/she shall face the risk of rejection of both the applications. Mode of Payment Payments in such cases, should be through a cheque/ demand draft payable at Mumbai to be drawn in favour

of the Bankers to the Issue marked “A/c Payee” and marked “LUMINAIRE TECHNOLOGIES LIMITED - Rights Issue “ Acceptance of the Rights Issue You may accept the Offer and apply for Equity Shares offered, either in full or in part by filling Block III of Part “A” of the enclosed CAF and submit the same along with the application money payable to the “Bankers

to the Issue” or any of the branches as mentioned on the reverse of the CAF before the close of the banking hours on or before the Issue Closing Date or such extended time as may be specified by the Board thereof in this regard. Applicants at centers not covered by the branches of collecting banks can send their CAF together with the cheque drawn on a local bank at Mumbai /demand draft payable at Mumbai (net of demand draft charges and postal charges) to the Registrar to the Issue at Adroit Corporate Services Private Limited, C19/20, Jaferbhoy Industrial Estate, 1st floor, Makwana Road, Marol Naka, Andheri (East), Mumbai -400 059

by registered post. Renunciation As an Equity Shareholder, you have the right to renounce your entitlement for the Equity Shares in full or in part in favour of one or more person(s). Your attention is drawn to the fact that the Company shall not allot and/or register any Equity Shares in favour of:

• More than three persons including joint holders

• Partnership firm(s) or their nominee(s)

• Minors

• Hindu Undivided Family

• Any Trust or Society (unless the same is registered under the Societies Registration Act, 1860 or any

other applicable Trust laws and is authorized under its Constitutions to hold Equity Shares of a Company)

The right of renunciation is subject to the express condition that the Board/ Committee of Directors shall be entitled in its absolute discretion to reject the request for allotment to renouncee(s) without assigning any reason thereof.

Any renunciation from Resident Indian Shareholder(s) to Non–Resident Indian or from Non-Resident Indian Shareholder(s) to other Non-Resident Indians(s) is subject to Prevailing RBI Guidelines. By virtue of circular No 14 dated September 16,2003 issued by RBI, Overseas Corporate Bodies (‘OCBs”) have been derecognized as an eligible class of investors and RBI has subsequently issued the Foreign

Exchange Management (withdrawal of General Permission to Overseas Corporate Bodies (OCB) Regulation, 2003. Accordingly the existing Shareholders of the company who do not wish to subscribe to the equity shares being offered but wish to renounce the same in favour of renouncees shall not renounce the same (whether for consideration or otherwise) in favour of OCBs.


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Procedure for Renunciation To renounce the whole offer in favour of one renouncee If you wish to renounce the offer indicated in Part A in whole, please complete Part B of the CAF. In case of joint holding, all joint holders must sign Part B of the CAF. The person in whose favour renunciation has been

made should complete and sign Part C of the CAF. In case of joint renouncees, all joint renouncees, must sign this part of the CAF. To renounce in part/or renounce the whole to more than one person(s) If you wish to either accept this offer in part and renounce the balance or renounce the entire offer in favour

of two or more renouncees, the CAF must be first split into requisite number of forms. Please indicate your requirement of split forms in the space provided for this purpose in Part D of the CAF and return the entire CAF to the Registrar to the Issue so as to reach them latest by the close of business hours on the last date of receiving requests for split forms. On receipt of the required number of split forms from the Registrar, the procedure as mentioned in paragraph above shall have to be followed.

In case the signature of the Equity Shareholder(s), who has renounced the Equity Shares, does not agree with the specimen registered with the Company, the application is liable to be rejected. Renouncee(s) The person(s) in whose favour the Equity Shares are renounced should fill in and sign Part C of the

Application Form and submit the entire Application Form to the Bankers to the Issue on or before the Issue Closing Date along with the application money. Change and/ or introduction of additional holders If you wish to apply for Equity Shares jointly with any other person or persons, not more than three, who is/are not already joint holder with you, it shall amount to renunciation and the procedure as stated above for

renunciation shall have to be followed. Even a change in the sequence of the name of joint holders shall amount to renunciation and the procedure, as stated above shall have to be followed. However, this right of renunciation is subject to the express condition that the Board of Directors of the Company shall be entitled in its absolute discretion to reject the request for allotment from the renouncee(s) without assigning any reason thereof.

Please note that: a) Part A of the CAF must not be used by any person(s) other than those in whose favour this offer has

been made. If used, this will render the application invalid. b) Only the person to whom this Letter of offer has been addressed to and not the renouncee(s) shall be

entitled to renounce and to apply for Split Application Forms. Forms once split cannot be split again. c) Split form(s) will be sent to the applicant(s) by post at the applicant’s risk. Additional Equity Shares You are eligible to apply for additional Equity Shares over and above the number of Equity Shares you are

entitled to, provided that you have applied for all the Equity Shares offered without renouncing them in whole or in part in favour of any other person(s). Applications for additional Equity Shares shall be considered and allotment shall be made in the manner prescribed in the Letter of Offer under the section “Basis of Allotment”. The authorized person applying for all the Equity Shares renounced in their favour may also apply for additional Equity Shares. In case of application for additional Equity Shares by non-resident Equity Shareholders, the allotment of

additional securities will be subject to the permission of the Reserve Bank of India.


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Where the number of additional Equity Shares applied for exceeds the number available for allotment, the

allotment would be made on a fair and equitable basis in consultation with the Designated Stock Exchange. The summary of options available to the Equity Shareholder is presented below. You may exercise any of the following options with regard to the Equity Shares offered, using the enclosed CAF: Sl. No.

Option Available Action Required

1.

Accept whole or part of your entitlement without renouncing the balance

Fill in and sign Part A including Block III relating to the acceptance of entitlement and Block IV relating to additional Equity Shares to be left blank or Nil to be mentioned (All joint holders must sign)

2.

Accept your entitlement in full and apply for additional Equity Shares

Fill in and sign Part A including Block III to the acceptance of entitlement and Block IV relating to additional Equity Shares (All joint holders must sign)

3.

Renounce your entitlement in full

to one person (joint renounces are considered as one).

Fill in and sign Part B (All joint holders must sign) indicating the

number of shares renounced and it over to the Renouncee. The Renouncee must fill in and sign Part C (All joint holders [Renouncees] must sign)

4.

Accept a part of your entitlement and renounce the balance to one or more renounces or Renounce your entitlement in full offered to you to more than one renouncee

Fill in and sign Part D (All joint holders must sign) requesting for Split Application Form. Send the CAF to the Registrar to the Issue so as to reach them on or before the last date for receiving requests for Split Forms. Splitting will be permitted only once. On receipt of the Split Form take action as indicated below? For the Equity Shares you

wish to accept, if any, fill in sign Part A. For the Equity Shares you wish to renounce, fill in and sign Part B indicating the number of Equity Shares renounced and it over to the authorized person. Each of the renouncees should fill in and sign part C for the Equity Shares accepted by them.

5.

Introduce a joint holder or change the sequence of joint

holders

This will be treated as a renunciation. Fill in and sign Part B and the renouncees must fill in and sign Part C

Last date of Application The last date for submission of CAF is [*]. The Board/Committee of Directors will have the right to extend the said date for such period as it may determine from time to time but not exceeding sixty days from the date the Issue opens. If the CAF together with the amount payable is not received by the Bankers to the Issue/ Registrar on or before the close of banking hours on the aforesaid last date or such date as may be extended by the Board/

Committee of Directors, the offer contained in this Letter of offer shall be deemed to have been declined and the Board/ Committee of Directors shall be at liberty to dispose off the Equity Shares hereby offered, as provided under the heading “Basis of Allotment”.


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Equity Shares in Dematerialised Form

Applicants to the Equity Shares of the Company issued through this Rights Issue shall be allotted the securities in authorized (electronic) form at the option of the applicant. The Company has established necessary connectivity with NSDL & CDSL and has entered into necessary agreements with them which enables the investors to hold and trade in securities in dematerialized form, instead of holding the securities in the form of physical certificates.

In this Rights Issue, the allottees who have opted for Equity Shares in Dematerialized form will receive their Equity Shares in the form of an electronic credit to their beneficiary account with a Depository Participant. Investor will have to give the relevant particulars for this purpose in the appropriate place in the CAF. Applications, which do not accurately contain this information, will be given the securities in physical form. No separate applications for securities in physical and dematerialized form should be made. If such applications are made, the application for physical securities will be treated as multiple applications and is liable to be

rejected. In case of partial allotment, allotment will be done in demat option for the shares sought in demat and balance, if any, will be allotted in physical shares. Procedure for availing this facility for allotment of Equity Shares in this Issue in the electronic form is as under:

1. Open a Beneficiary Account with any Depository Participant (care should be taken that the Beneficiary

Account should carry the name of the holder in the same manner as is exhibited in the records of the Company. In case of joint holding, the Beneficiary Account should be opened carrying the names of the holders in the same order as with the Company). In case of Investors having various folios in the Company with different joint holders, the investors will have to open separate accounts for such holdings. Those Equity Shareholders who have already opened such Beneficiary Account (s) need not adhere to this step.

2. For Equity Shareholders already holding Equity Shares of the Company in Dematerialized form as on

Record Date, the beneficial account number shall be printed on the CAF. For those who open accounts later or those who change their accounts and wish to receive their Rights Equity Shares by way of credit to such account, the necessary details of their beneficiary account should be filled in the space provided in the CAF. It may be noted that the allotment of securities arising out of this Issue may be made in dematerialized form even if the original equity shares of the Company are not

dematerialized. Nonetheless, it should be ensured that the Depository Account is in the name(s) of the Equity Shareholders and the names are in the same order as in the records of the Company.

3. Responsibility for correctness of applicant’s age and other details given in the CAF vis a vis those with

the applicant’s Depository Participant would rest with the applicant. Applicants should ensure that the names of the applicants and the order in which they appear in CAF should be same as registered with the applicant’s Depository Participant.

4. If incomplete / incorrect Beneficiary Account details are given in the CAF the applicant will get Equity

Shares in physical form.

5. The Rights Equity Shares allotted to investors opting for Dematerialized form, would be credited to the Beneficiary Account as given in the CAF after verification. Allotment advice, Refund Order (if any)

would be sent directly to the applicant by the Registrar to the Issue but the applicant’s Depository Participant will provide to him the confirmation of the credit of the Rights Equity Shares to the applicant’s Depository Account.

6. Renouncees will also have to provide the necessary details about their Beneficiary Account for

allotment of securities in this Issue. In case these details are incomplete or incorrect, the allotment of shares will be made in physical form.

Utilisation of Proceeds Subscription received against this Issue will be kept in a separate bank account(s) and the Company would not have access to such funds unless it has received minimum subscription of 90%, of the Issue and the necessary approvals of the Designated Stock Exchange, to use the amount of subscription.


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General instructions for applicants Do’s & Don’t’s

a) Please read the instructions printed on the enclosed CAF carefully.

b) Application should be made on the printed CAF, provided by the Company and should be completed in all respects. The CAF found incomplete with regard to any of the particulars required to be given therein, and/ or which are not completed in conformity with the terms of this Letter of offer are liable

to be rejected and the money paid, if any, in respect thereof will be refunded without interest within stipulated time period and after deduction of bank commission and other charges, if any. The CAF must be filled in English and the names of all the applicants, details of occupation, address, contact no., father’s / husband’s name must be filled in block letters.

c) The CAF together with cheque / demand draft should be sent to the Bankers to the Issue / Collecting

Bank or to the Registrar and not to the Company or Lead Managers to the Issue. Applicants residing

at places other than cities where the branches of the Bankers to the Issue have been authorized by the Company for collecting applications, will have to make payment by Demand Draft payable at Mumbai (net of demand draft charges and postal charges) and send their application forms to the Registrar to the Issue by REGISTERED POST. If any portion of the CAF is / are detached or separated, such application is liable to be rejected.

d) All applications or in the case of application in joint names, each of the applicants, should mention

his/ her permanent account number allotted under the Income-Tax Act, 1961 or where the same has not been allotted, the GIR number and the Income-Tax Circle / Ward / District. In case where neither the permanent account number nor the GIR number has been allotted, the fact of non-allotment should be mentioned in the CAFs. Forms without this information will be considered incomplete and are liable to be rejected.

e) Applicants are advised to provide information as to their savings/current account number and the name of the Bank with whom such account is held in the CAF to enable the Registrar to print the said details in the Refund Orders, if any, after the names of the payees. Application not containing such details is liable to be rejected.

f) The payment against the application should not be effected in cash if the amount to be paid is Rs.

20,000/- or more. In case payment is effected in contravention of this, the application may be

deemed invalid and the application money will be refunded within the stipulated time period and no interest will be paid thereon. Payment against the application if made in cash, subject to conditions as mentioned above, should be made only to the Bankers to the Issue.

g) Signatures should be either in English or Hindi or in any other language specified in the 8th Schedule

of the Constitution of India. Signatures other than in English or Hindi and thumb impression must be attested by a Notary Public or a Special Executive Magistrate under his/ her official seal. The Equity

Shareholders must sign the CAF as per the specimen signature recorded with the Company.

h) In case of an application under Power of Attorney or by a body corporate or by a society, a certified true copy of the relevant Power of Attorney or relevant resolution or authority to make investment and sign the application along with a copy of the Memorandum & Articles of Association and / or bye laws must be lodged with the Registrar to the Issue giving reference of the serial number of the CAF.

In case these papers are sent to any other entity besides the Registrar to the Issue or are sent after the Issue Closure Date, then the application is liable to be rejected.

i) In case of joint holders, all joint holders must sign the relevant part of the CAF in the same order and

as per the specimen signature(s) recorded with the Company. Further, in case of joint applicants who are renouncees, the number of applicants should not exceed three. In case of joint applicants, reference, if any, will be made in the first applicant’s name and all communication will be addressed

to the first applicant.

j) Application(s) received from Non-Residents / NRIs, or persons of Indian origin residing abroad for allotment of Equity Shares shall, interalia, be subject to conditions, as may be imposed from time to time by the RBI under FEMA in the matter of refund of application money, allotment of Equity Shares, subsequent issue and allotment of Equity Shares, interest, export of Equity Share certificates, etc. In case a Non-Resident or NRI Equity Shareholder has specific approval from the RBI, in connection with

his shareholding, he should enclose a copy of such approval with the CAF.


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k) All communication in connection with application for the Equity Shares, including any change in

address of the Equity Shareholders should be addressed to the Registrar to the Issue prior to the date of allotment in this Issue quoting the name of the first / sole applicant Equity Shareholder, folio numbers and CAF number. Please note that any intimation for change of address of Equity Shareholders, after the date of allotment, should be sent to the Registrar and Transfer Agents of the Company (i.e. Adroit Corporate Services Pvt. Ltd.) in the case of equity shares held in physical form and to the respective DP, in case of equity shares held in Dematerialized form.

l) Split forms cannot be re-split.

m) Only the person or persons to whom Equity Shares have been offered and not renouncee(s) shall be

entitled to obtain split forms. n) Applicants must write their CAF number at the back of the cheque / demand draft.

o) Only one mode of payment per application should be used. The payment must be either in cash or by

cheque / demand draft drawn on any of the banks, including a co-operative bank, which is situated at and is a member or a sub member of the Bankers Clearing House located at the Centre indicated on the reverse of the CAF where the application is to be submitted.

p) A separate cheque / draft must accompany each CAF. Outstation cheques / demand drafts or post-

dated cheques and postal / money orders will not be accepted and applications accompanied by such cheques / demand drafts / money orders or postal orders will be rejected. The Registrar will not accept payment against application if made in cash. (For payment against application in cash please refer point (f) above)

q) No receipt will be issued for application money received. The Bankers to the Issue / Collecting Bank/

Registrar will acknowledge receipt of the same by stamping and returning the acknowledgement slip at the bottom of the CAF.

r) An applicant, which is a mutual fund can make a separate application in respect of each scheme of

the fund and such applications shall not be treated as multiple applications. The application made by the asset management company or custodians of a mutual fund shall clearly indicate the name of the concerned scheme for which application is being made.

Grounds for Technical Rejection Applicants are advised to note that applications are liable to be rejected on technical grounds, including the following:

I. Amount paid does not tally with the amount payable for;

II. Bank account details (for refund) are not given;

III. Age of first applicant not given;

IV. PAN not given for application of any value;

V. In case of Application under power of attorney or by limited companies, corporate, trust, etc.,

relevant documents are not submitted;

VI. If the signature of the existing shareholder does not match with the one given on the application form and for Renouncees, if the signature does not match with the records available with their Depositories;

VII. If the Applicant desires to have shares in electronic form, but the application form does not have the

applicant’s Depository account details;

VIII. Application forms are not submitted by the applicants within the time prescribed as per the application form and the Letter of Offer;

IX. Applications not duly signed by the sole/joint Applicants;


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X. Applications by OCBs unless accompanied by specific approval from the RBI permitting the OCBs to invest in the issue;

XI. Applications accompanied by Stock invest;

XII. In case no corresponding record is available with the Depositories that matches three parameters,

namely, names of the applicants (including the order of names of joint holders), the Depositary Participant’s identity (DP ID) and the beneficiary’s identity;

XIII. FIIS applying on forms used for accepting shares renounced in their favour or applications for

additional shares, without the copy of RBI permission / approval enclosed will be rejected;

XIV. Applications by ineligible Non-residents (including on account of restriction or prohibition under applicable local laws) and where last available address in India has not been provided.

Payment Instructions Resident Shareholders All cheques / drafts accompanying the CAF should be drawn in favour of the Collecting Bank (specified on the reverse of the CAF), crossed “A/c Payee only” and marked “LUMINAIRE TECHNOLOGIES LIMITED - Rights Issue”. Applicants residing at places other than places where the bank collection centers have been

opened by the Company for collecting applications, are requested to send their applications together with Demand Draft for the full application amount (Net of demand draft and postal charges) favouring the Bankers to the Issue, crossed “A/c Payee only” and marked “LUMINAIRE TECHNOLOGIES LIMITED – Rights Issue” payable at Mumbai directly to the Registrar to the Issue by registered post so as to reach them on or before the Issue Closing Date. The Company or the Registrar will not be responsible for postal delays or loss of applications in transit, if any.

Non-Resident Equity Shareholders/ Applicants As regards the application by non-resident Equity Shareholders, the following further conditions shall apply: Payment by Non-Residents must be made by demand draft / cheque drawn in favour of the Banker to the Issue and marked “LUMINAIRE TECHNOLOGIES LIMITED - Rights Issue – NR” payable at Mumbai (net

of demand draft charges and postal charges) or funds remitted from abroad in any of the following ways:

1. Application with repatriation benefits.

a) By Indian Rupee drafts purchased from abroad and payable at Mumbai or funds remitted from abroad (submitted along with Foreign Inward Remittance Certificate); or

b) By cheque / draft on a Non-Resident External Account (NRE) or FCNR Account maintained in Mumbai; or

c) By Rupee draft purchased by debit to NRE/ FCNR Account maintained elsewhere in India and

payable at Mumbai; or

d) FIIs registered with SEBI must remit funds from special non-resident rupee deposit account.

2. Application without repatriation benefits As far as non-residents holding shares on non-repatriation basis is concerned, in addition to the modes specified above, payment may also be made by way of cheque drawn on Non-Resident (Ordinary) Account maintained in Mumbai or Rupee Draft purchased out of NRO Account maintained elsewhere in India but

payable at Mumbai. In such cases, the allotment of Equity Shares will be on non-repatriation basis. All cheques/drafts submitted by non-residents should be drawn in favour of the Bankers to the Issue and marked “LUMINAIRE TECHNOLOGIES LIMITED - Rights Issue – NR” payable at Mumbai and must be crossed “A/c Payee only” for the amount payable. The CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank indicated on the reverse of the CAF before the close of banking hours on the Issue Closing Date. A separate cheque or bank draft must accompany each

CAF.


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Applicants may note that where payment is made by drafts purchased from NRE/ FCNR/ NRO accounts as the

case may be, an Account Debit Certificate from the bank issuing the draft confirming that the draft has been issued by debiting the NRE/ FCNR/ NRO account should be enclosed with the CAF. Otherwise the application shall be considered incomplete and is liable to be rejected. Note:

• In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the investment in Equity Shares can be remitted outside India, subject to tax, as applicable according to IT Act.

• In case Equity Shares are allotted on non-repatriation basis, the dividend and sale proceeds of the

Equity Shares cannot be remitted outside India.

• The CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank indicated on the reverse of the CAF before the close of banking hours on the aforesaid Issue Closing Date. A separate cheque or bank draft must accompany each CAF.

• In case application received from Non-Residents, allotment, refunds and other distribution, if any, will

be made in accordance with the guidelines/ rules prescribed by RBI as applicable at the time of making such allotment, remittance and subject to necessary approvals.

Disposal of application and application money No acknowledgment will be issued for the application moneys received by the Company. However, the Bankers to the Issue / Registrar to the Issue receiving the CAF will acknowledge its receipt by stamping and returning the acknowledgment slip at the bottom of each CAF.

In case an application is rejected in full, the whole of the application money received will be refunded within six weeks from the close of the Issue. Wherever an application is rejected in part, the balance of application money, if any, after adjusting any money due on Equity Shares allotted, will be refunded to the applicant within six weeks from the close of the Issue. Fictitious Applications Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A of the Companies Act, 1956 which is reproduced below:

“Any person who:

(a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares

therein, or

(b) otherwise induces a company to allot, or register any transfer of shares, therein to him, or any other

person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five

years.”

Basis of Allotment

I. Subject to provisions contained in this Letter of Offer, the Articles of Association and approval of the Designated Stock Exchange, the Board will proceed to allot the Equity Shares in the following order of priority:

a) Full allotment to those Equity Shareholders who have applied for their rights entitlement

either in full or in part and also to the renouncee(s) who has/ have applied for Equity Shares renounced in their favour, in full or in part.

b) Allotment to the Equity Shareholders who having applied for all the Equity Shares offered to

them as rights and have also applied for additional Equity Shares. The allotment of such additional Equity Shares will be made as far as possible on an equitable basis having due regard to the number of Equity Shares held by them on the Record Date, provided there is an

under-subscribed portion after making full allotment in (a) above. The allotment of such


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Equity Shares will be at the sole discretion of the Board/Committee of Directors in consultation with the Designated Stock Exchange, as a part of the Rights Issue and not

preferential allotment.

c) Allotment to the renouncee who having applied for the Equity Shares renounced in their favour has also applied for additional Equity Shares provided there is an under-subscribed portion after making full allotment in (a) and (b) above. The allotment of such additional Equity Shares will be made on a proportionate basis at the sole discretion of the Board/

Committee of Directors but in consultation with the Designated Stock Exchange, as a part of the Rights Issue and not as a preferential allotment.

d) The Issue will become under-subscribed after considering the number of Equity Shares

applied as per entitlement plus additional Equity Shares. The Promoter and the Promoter group shall subscribe to such under-subscribed portion as per the relevant provisions of the law to ensure that the Issue is successful. If any person presently in control of the Company

desires to subscribe to such under subscribed portion and if disclosure is made pursuant to SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997, such allotment of the under subscribed portion will be governed by the provisions of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997.

e) After taking into account the allotments made under 1(a), 1(b) and 1(c) above, if there is still

any under-subscription, the unsubscribed portion shall be disposed off by the Board or

Committee of Directors authorized in this behalf by the Board upon such terms and conditions and to such person/persons and in such manner as the Board / Committee of Directors may in its absolute discretion deem fit, as part of the Rights Issue and not as a preferential allotment.

The decision of the Board or committee of Directors of the Company in this regard shall be final and binding.

In the event of over subscription, allotment will be made within the overall size of the issue. Allotment to the Promoter of any unsubscribed portion, over and above their entitlement shall be done in compliance with Clause 40A of the Listing Agreement and other applicable laws prevailing at that time. Allotment / Refund

The Company shall give credit to the beneficiary account with Depository Participants within two working days from the date of the allotment of Equity Shares. Applicants having bank accounts at any of the 15 centres where clearing houses are managed by the Reserve Bank of India (RBI) will get refunds through Electronic Credit Service (ECS) only, except where applicant is otherwise disclosed as eligible to get refunds through direct credit or Real Time Gross Settlement (RTGS). In case of other applicants, the Company shall ensure despatch of refund orders, if any, of value up to Rs. 1,500 “Under Certificate of Posting”, and shall dispatch refund orders of Rs. 1,500 and above, if any, by registered post or speed post. Applicants to whom refunds

are made through Electronic transfer of funds will be sent a letter (refund advice) “Under Certificate of Posting” intimating them about the mode of credit of refund within Six weeks from the date of closure of Issue. The Company shall ensure dispatch of refund orders/refund advice, if any, “Under Certificate of Posting” or registered post or speed post or Electronic Clearing Service or Direct Credit or RTGS, as applicable, only at

the sole or First shareholder’s name and all communication will be addressed to the person whose name appears on CAF within 42 days of the Issue Closing Date, and adequate funds for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the Registrar by the Issuer. Shareholders should note that on the basis of name of the shareholders, Depository Participant’s name, Depository Participant- Identification (DP ID) number and Beneficiary Account Number provided by them in the Composite Application form, the Registrar to the Issue will obtain from the Depository, the Bidders bank

account details including the nine digit Magnetic Ink Character Recognition (MICR) code as appearing on a cheque leaf. Hence, Shareholders are advised to immediately update their bank account details as appearing on the records of the depository participant. Please note that failure to do so could result in delays in credit of refunds to shareholders at the shareholders sole risk and neither the Lead Manager nor the Company nor the Refund Banker nor the Registrar shall have any responsibility and undertake any liability for the same. In accordance with the requirements of the Stock Exchanges and SEBI Guidelines, the Company undertakes

that:


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Dispatch of refund orders/ refund advice shall be done within 42 days from the Issue Closing Date; and the

Company shall pay interest at the rate of 15% per annum (for any delay beyond the 42-days time period as mentioned above), if allotment is not made, refund orders/credit intimation are not dispatched and in case where a refund is made through electronic mode, the refund instructions have not been given to the clearing system, and demat credit within the 42-days time prescribed above, provided that the beneficiary particulars relating to such shareholder as given by the shareholder is valid at the time of the upload of the electronic transfer. The Company will provide adequate funds required for the cost of dispatch of refund orders/ refund

advice/ allotment advice to the Registrar to the Issue. Save and except refunds effected through the electronic mode i.e. ECS, direct credit or RTGS, refunds will be made by cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places where applications are received. The bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centres will be payable by the shareholders. Payment of Refund In case of shareholder applying for physical shares, refunds will be made on the basis of the bank account details provided by them in the Composite Application Form. Mode of Making Refunds The payment of refund, if any, would be done through various modes in the following order of preference

I. ECS - Payment of refund would be done through ECS for applicants having an account at any of the

15 centers where clearing houses for ECS are managed by Reserve Bank of India, namely Ahmedabad, Bangalore, Bhubneshwar, Chandigarh, Chennai, Guwahati, Hyderabad, Jaipur, Kanpur, Kolkata, Mumbai, Nagpur, New Delhi, Patna and Thiruvananthapuram. This mode of payment of refunds would be subject to availability of complete bank acccount details including the nine digits

Magnetic Ink Character Recognition (MICR) code as appearing on a cheque leaf, from the depository. The payment of refund through ECS is mandatory for applicants having a bank account at any of the 15 centers named hereinabove, except where applicant is otherwise disclosed as eligible to get refunds through direct credit or RTGS.

II. Direct Credit – Applicants having their bank account with the Refund Banker, shall be eligible to

receive refunds, if any, through direct credit. The refund amount, if any, would be credited directly to

the eligible applicant’s bank account with the Refund Banker.

III. RTGS – Applicants having a bank account at any of the 15 centers detailed above, and whose application amount exceeds Rs, 1 million, shall be eligible to exercise the option to receive refunds, if any, through RTGS. All applicants eligible to exercise this option shall mandatorily provide the IFSC code in the Composite Application Form. In the event of failure to provide the IFSC code in the Composite Application Form, the refund shall be made through the ECS or direct credit, if eligibility

disclosed. Please note that only applicants having a bank account at any of the 15 centres where clearing houses for ECS are managed by the RBI are eligible to receive refunds through the modes detailed in I, II and III hereinabove. For all the other applicants, including applicants who have not updated their bank particulars alongwith the nine digit MICR Code, the refund orders would be dispatched “Under Certificate of Posting” for

refund orders of value up to Rs. 1,500 and through Speed Post/Registered Post for refund orders of Rs. 1,500 and above. LETTERS OF ALLOTMENT / SHARE CERTIFICATES In case the Company issues Letters of Allotment, the corresponding Security Certificates will be kept ready within three months from the date of allotment thereof or such extended time as may be approved by the

Company Law Board under Section 113 of the Companies Act, 1956 or other applicable provisions, if any. Allottees are requested to preserve such Letters of Allotment, which would be exchanged later for the Security Certificates.


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As regards allotment/ refund to Non-Residents, the following further conditions shall apply.

In case of Non-Residents, who remit their application monies from funds held in NRE/ FCNR accounts, refunds and/ or payment of interest/ dividend and other disbursement, if any, shall be credited to such accounts, details of which should be furnished in the CAF. Subject to the approval of the RBI, in case of nonresidents, who remit their application monies through Indian Rupee draft purchased from abroad, refund and/ or payment of dividend/ interest and any other disbursement, shall be credited to such accounts (details of which should be furnished in the CAF) and will be made net of bank charges/ commission in US Dollars, at the

rate of exchange prevailing at such time. The Company will not be responsible for any loss on account of exchange fluctuations for converting the Indian Rupee amount into US Dollars. The Equity Share certificate(s) will be sent by registered post at the Indian address of the non-resident applicant. Letters of Allotment / Equity Share Certificates Letter(s) of Allotment/ Equity Share certificates or Letters of Regret along with refund order will be dispatched

to the registered address of the first named applicant or respective beneficiary accounts will be credited within six weeks, from the date of closure of the subscription list. In case the Company issues Letters of Allotment, the relative Equity Share certificates will be dispatched within three months from the date of allotment. Allottees are requested to preserve such Letters of allotment (if any) to be exchanged later for Equity Share certificates. Export of Letters of Allotment (if any)/ Equity Share certificates to non-resident allottees will be subject to the

approval of RBI. Undertakings by the Company The Company undertakes as follows:

a) That the complaints received in respect of this issue shall be attended to expeditiously and satisfactorily;

b) That all steps will be taken for the completion of the necessary formalities for listing and

commencement of trading at all the stock exchanges where the Equity Shares are proposed to be listed within seven working days of finalisation of the basis of allotment;

c) That the funds required for dispatch of refund orders or allotment advice or Share certificates by registered post or speed post shall be made available to the Registrar to the issue;

d) Where refunds are made through electronic transfer of funds, suitable communication shall be sent to

the applicant within 42 days of closure of the issue giving details of the bank where refunds shall be credited along with the amount and expected date of electronic credit of refund;

e) That the refund orders or allotment advice to the NRIs or FIIs shall be dispatched within the specified time; and

f) That no further issue of Equity Shares shall be made till the Equity shares issued through this Letter

of offer are listed or until the application monies are refunded on account of non-listing, under-subscription etc.


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Utilisation of Issue Proceeds

The Board of Directors of the Company certify that:

I. All monies received out of the fresh issue shall be transferred to a separate bank account other than the bank account referred to in sub-section (3) of Section 73 of the Act.

II. Details of all monies utilised out of fresh issue referred to above shall be disclosed under an

appropriate separate head in the balance sheet of the Company indicating the purpose for which such monies have been utilised; and

III. Details of all unutilised monies out of the fresh issue, if any, shall be disclosed under the appropriate

separate head in the balance sheet of the Company indicating the form in which such unutilised monies have been invested.

The Company shall not have recourse to the Rights Issue proceeds until approval for trading of Equity Shares from the stock exchange where listing is sought is received and the Company satisfies the Designated Stock Exchange with suitable documentary evidence that the minimum subscription of 90% has been received by the Company. Pending utilisation of net proceeds of the fresh issue as specified under the section “Objects of the Issue”, the net proceeds will be invested by the Company in high quality interest bearing liquid instruments including but

not limited to deposits with banks for the necessary duration. Important

• Please read this Letter of Offer carefully before taking any action. The instructions contained in the

accompanying Composite Application Form (CAF) are an integral part of the conditions of this Letter

of Offer and must be carefully followed; otherwise the application is liable to be rejected.

• All enquiries in connection with this Letter of Offer or accompanying CAF and requests for Split Application Forms must be addressed (quoting the Registered Folio Number/ DP and Client ID number, the CAF number and the name of the first Equity Shareholder as mentioned on the CAF and super scribed. ‘Luminaire Technologies Ltd. - Rights Issue’ on the envelope) to the Registrar to the Issue at the following address:

REGISTRAR TO THE ISSUE: Adroit Corporate Services Private Limited 19/20, Jaferbhoy Industrial Estate, 1st floor, Makwana Road, Marol Naka, Andheri (East),

Mumbai - 400 059 Tel: 022-2859 0942; Fax: 022-2850 3748 E-mail: [email protected].

• It is to be specifically noted that this Issue of Equity Shares is subject to the section entitled “Risk Factors” beginning on page [*] of this Letter of Offer.

The Issue will not be kept open for more than 30 days unless extended, in which case it will be kept open for a maximum of 60 days.


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I. DESCRIPTION OF EQUITY SHARES AND TERMS OFARTICLES OF ASSOCIATION

3. Subject to the provisions of the Act and these Articles the shares shall be under the control of the Board of Directors and they may allot or otherwise dispose of the same to such persons on such terms and conditions and either at premium or at discount (subject to Sections 78 and 79 of the Act) and at such times as the Directors may think.

4. Except so far as otherwise provided by the conditions of issue or by these presents, any Capital raised by the creation of new shares shall be considered part of the Original and shall be subject to the provisions herein contained with reference to the payment of calls, instalments, transfer, transmissions, forfeiture, lien, surrender, voting and otherwise.

5. The Company may from time to time by special resolution, subject to comfirmation by the

court and subject to the provisions of Section 100 to 104 of the Act, reduce its share capital in any way and in particular without prejudice to the generality of the foregoing power by :

(a) extinguishing or reducing the liability on any of its shares in respect of share capital not paid up; or

(b) either with or without extinguishing or reducing liability on any of its shares, cancel any paid up share capital which is lost or unrepresented by available assets; or

(c) either with or without extinguishing or reducing liability on any of its shares, pay off any paid up share capital which is in excess of the wants of the Company; and

(d) capital may be paid off upon the footing that it may be called up again or otherwise and paid

up capital may be cancelled as aforesaid without reducing the nominal amount of shares by the like amount to the extent that the unpaid and callable capital shall be increased by the like amount and may, if and so far as is necessary, alter its Memorandum, by reducing the amount of its share capital and of its shares accordingly.

(e) provided that option or right to call of shares shall not be given to any person or persons except with the sanction of the company in General Meeting.

CALLS

6. (a) The Board may from time to time make call/calls upon the members in respect of any moneys unpaid on their shares on such terms and conditions as the Board may deem fit and the Board may at its discretion also alter, vary, extend, amend, revoke, postpone or cancel such conditions(s) terms etc., as may be desired in a particular case or in general and each member shall pay to the Company at the time or times specified in the notice making such call the amount called on his shares.

(b) If a sum called in respect of a shares is not paid before or on the day appointed for payment

thereof, the person from whom the sum is due shall pay interest thereon from the day appoint for payment thereof to the time of actual payment at five percent per annum or at such lower rate, if any, as the Board may determine; However, the Board shall be at liberty to waive payment of any such interest wholly or in part.

7. (a) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall be for the purposes of these regulations, be deemed to be a call duty made and payable on the date on which by the terms of issue such sum becomes payable.

(b) If case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as it such sum had become payable by virtue of a call duty made and notified.


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8. The Board may, if it thinks fit, receive from any member willing to advance the same, all or any part of the moneys uncalled and unpaid upon any shares held by him. Moneys paid in

advance of calls shall not in respect thereof confer a right to dividend or to participate in the profits of the Company.

CONSIDERATION FOR ALLOTMENT

9. The Board, may, subject to the provisions of the Act and these Articles allot and issue shares

in the capital of the Company as consideration of any property sold or transferred for services rendered to the company in he conduct of the business and any shares which may be so issued shall be deemed to be partly or fully paid up shares as the case may be.

10. Where any shares are issued for the purpose of raising money to defray the expenses of the construction of any work or building or the provision of any plant, which cannot be made profitable for a lengthy period, the Company may pay interest on such of that shares capital as is for the time being paid up for the period, at the rate and subject 10 the conditions and restrictions provided by Section 208 of the Act, and may charge the same to Capital as part of the cost of construction of the work or building or the provision of plant.

FORFEITURE OF SHARES

11. (a) Neither receipt by the Company of a portion of any money which shall from time to time be due from any member to the Company in respect of his shares, either by way of principal or interest nor any indulgence granted by the Company in respect of the payment of any such money, shall preclude, the Company from thereafter proceeding to enforce a forfeiture of such shares as provided.

LIEN

(b) The Company will have a first and paramount lien upon all the shares (other than fully paid-up shares) registered in the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at a

fixed time in respect of such shares and no equitable interest in any share shall be created except upon the footing and condition that this Article will’ have full effect. And such lien shall extend to all dividends and bonuses from time to time declared in respect of such shares. Unless otherwise agreed the registration of a transfer of shares shall operate as a waiver of the Company’s lien, if any, on such shares. The Directors may at any time declare any share wholly or in part to be exempt from the provisions of this clause.

UNCLAIMED DIVIDEND

(c) No unclaimed dividend, shall be forfeited before the claim thereto becomes barred by law. The Directors may at any time annul such forfeiture and pay any such dividend.

TRANSFER AND TRANSMISSION OF SHARES

12. Regulations 19 to 28 of Table ‘A’ shall not apply to the Company.

13. The instrument of transfer shall be in writing and all the provisions of Section 108 of the Companies Act and of any statutory modification thereof for the time being shall be duly complied with in respect of all transfers of shares and the registration thereof.

14. The instrument of transfer duly stamped and executed by the Transferor and the Transferee

shall be delivered to the Company in accordance with the provisions of the Act. The Instrument of Transfer shall be accompanied by such evidence as the Board may require to prove the title of


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Transferor and his right to transfer the shares and every registered instrument of transfer shall remain in custody of the Company until destroyed by order of the Board. The Transferor of shares

shall be deemed to be the holder of such shares until the name of the Transferee have been entered in the Register of Members in respect thereof Before the registration of such transfers, the respective share certificate must have been delivered to the Company.

15. The Board shall have the power, on giving not less than seven days previous notice by post or otherwise to the present members to close the Transfer books, the Register of Members or Debenture-holders at such time or times and for such period or periods not exceeding thirty days at a time and not exceeding in the aggregate forty-five days in each year.

16. Subject to the provisions of Section 111 of the Act, the Board may at its own absolute and uncontrolled discretion and without assigning any reason, decline to register or acknowledge any transfer of shares, whether, fully paid or not, but in such cases it shall, within two months from the date on which the instrument was lodged with the Company, send to the transferee and the

transferor notice of the refusal to register such transfer. Provided that registration of a transfer shall not be refused on the ground of the transferor being, either alone or jointly with any other person or persons, indebted to the Company on any account whatsoever except where the Company has a lion on shares.

17. Where, in the case of partly, paid shares, an application for registration is made by the transferor, the Company shall give notice of the application to the transferee in accordance with the provisions of Section 110 of the Act.

18. In case of death of any one or more of the persons named in the Register of Members as the Joint holders of any share, the survivor or survivors shall be the only persons recognised by the Company as having any title or interest in such share, but nothing herein contained shall be taken to release the estate of a deceased joint holder from any liability on share held by him jointly with any other person.

19. The executors or administrators or holders of a Succession Certificate or the legal

representatives of a deceased member (not being one or two or more than joint holders), shall be the only person recognised by the Company as having any title to the shares in the name of such members and the Company shall not be bound to recognise such executors or administrators or holders of a Succession Certificate or the legal representatives unless such persons shall have first obtained Probate or Letters of Administration on Succession Certificate, as the case may be, from a duly constituted Court in the Union of India provided that in any case where the Board in its absolute discretion think fit, the Board may dispense with production of Probate or Letters of Administration or

Succession Certificate, upon such terms as to indemnity or otherwise as the Board in its absolute discretion may think necessary and under Article 22 register the name of any persons who claims to be absolutely entitled to the shares standing in the name of a deceased member as a member.

20. No share shall in any circumstances be transferred to any infant, insolvent or person of unsound mind.

21. Subject to the provisions of the Act and Articles 18 and 19 any person becoming entitled to shares in consequences of the death, lunacy, bankruptcy or insolvency of any member or by any lawful means other than by a transfer in accordance with these Articles, may with the consent of the Board (which it shall not be under any obligation to give), upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or of such title as the Board think sufficient, either be registered himself as the holder of the shares or elect to have some

person nominated by him and approved by the Board registered as such holder provided nevertheless, that if such person shall elect to have a nominee registered, he shall testify the election by executing in favour of his nominee an instrument of transfer in accordance with the provisions herein contained and until he does so, he shall not be freed from any liability in respect of the shares.

22. A person entitled to a share by transmission shall, subject to the right of the Directors as provided under the Companies Act, 1956, to retain such dividends or moneys as hereinafter provided, be entitled to receive and may be given a discharge for, any dividends or other moneys payable in respect of the share.


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23. The Company shall incur no liability or responsibility whatsoever in consequences of its registering or giving effect to any transfer of shares made or purporting to be made by any apparent

legal owner thereof (as shown or appearing in Register of Members) to the prejudice of persons having or claiming any equitable right, title or interest to or in the said shares, notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer, and may have entered such notice or referred thereto, in any book of the Company and the Company shall not be bound or required to regard or attend or give effect to any notice which may be given to it of any equitable right, title or interest, or be under any liability

whatsoever for refusing or neglecting to do so, though it may nevertheles be at liberty to regard and attend to any such notice and give effect thereto if the Board shall so think fit.

ALTERATION OF CAPITAL

24. The Board may, from time to time, increase the share capital by such sums, to be divided into shares of such amount as may be specified in the resolution.

25. (a) The Board may consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;

(b) Subdivide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum, subject, nevertheless to the provisions of clause (d) of sub-section (1) of Section 94;

(c) Cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person,

26. The Board may, reduce in any manner and with, any subject to, any incident authorised and consent required by law: -

(a) Its share Capital;

(b) any capital redemption reserve account; or

(c) any share premium account.

GENERAL MEETINGS

27. The Chairman of the Board of Directors shall be entitled to take the chair at every general meeting, or, if there be no such Chairman, or if at any meeting he shall not be present within fifteen minutes alter the time appointed for holding such meeting or is unwilling to act, the Vice-Chairman shall be entitled to take the chair and in his absence or on his declining to take the chair, the Directors present shall choose one of their number to be the Chairman, and if no Director be present, or, if all the Directors present decline to take the chair, then the members present shall choose one of their number to be the Chairman. In case the Chairman, the Vice-Chairman and any of the Directors

are not present at the meeting or all of them are unwilling to act as the Chairman and if a poll is demanded on the election of the Chairman, it shall be taken forth-with in accordance with the provisions of the Companies Act and these Articles; the Chairman elected on a show of hands will exercise all the powers of the Chair-man under the said provisions. If any other person excepting the Chairman, the Vice-Chairman or a Director is elected Chairman as a result of the poll, he shall be the Chairman for the rest of the meeting.

28. Regulation 53(1) of Table ‘A’ shall not apply and the following provision shall apply instead thereof.

The Chairman may with the consent of any meeting at which a quorum is present adjourn the meeting from time to time and from place to place.


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BOARD OF DIRECTORS

29. Until otherwise determined by the Company in General Meeting the number of Directors shall not less than three and more than twelve.

The First Directors of the Company are:-

(1) Mr. Deepak Mehra

(2) Mr. Anil Mittal

(3) Mr. Bouifacio Goes

30. (a) The Board may elect a Chairman of its meeting and determine the period for which he is to hold office.

(b) The Board may also elect a Vice-Chairman of its meetings and determine the period for which he is to hold office.

(c) It no such Chairman or Vice-Chairman is elected or if at any meeting, the Chairman is not present within five minutes after the time appointed for holding the meeting, the Vice-Chairman

shall act as the Chairman and if the Vice-Chairman is also not present within such time, the Directors may choose one of their number to be the Chairman of the meeting.

(d) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes and in case of any equality of votes, the Chairman shall have a second or casting vote and in his absence the Vice-Chairman shall have such second or casting vote.

31. Regulation 66 of Table ‘A’ shall not apply and a Directors shall not be required to hold any qualification shares.

32. (a) Until otherwise determined by the Company in a general meeting, the remuneration of every Director for his services shall be such sum not exceeding Rs.250/- for every meeting of the Board and of any committee thereof attended by him, as shall be fixed by the Board.

(b) The Board may allow and pay to any Director, for the purpose of attending a meeting, such sum as the Board may consider fair compensation for travelling boarding, lodging and other expenses in addition to his fee for attending such meeting as specified above.

34. If any Director is willing, he shall be called upon to perform extra services (which expression shall include work done by a Director as a Member of any committee formed by the Director or in relation to signing Share Certificates), or to make any exertion in going or residing out of the place of his usual residence, or otherwise for any of the purposes of the Company, the Company may

remunerate such a Director either by a fixed sum or otherwise as may be determined by the Directors, and such remuneration may be, either in addition to or in substitution for his share in the remuneration provided above and in addition he also be reimbursed for all the expenses incurred by him.

35. (A) Subject to the provisions of the Act and within the overall limit prescribed under the Articles for the number of Directors on the Board, the Board may appoint any Senior Executive of the Company as a whole-time Director of the Company for such period and upon such terms and conditions as the Board may decided. A senior Executive so appointed shall be governed by the ollowing provisions:

(a) He shall be liable to retire by rotation as provided in the Act but shall be eligible for reappointment. His reappointment as a Director shall not constitute a break in his appointment as whole-time Director,


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(b) He shall be reckoned as Director for the purpose of determining and fixing the number of Directors to retire by rotation.

(c) He shall cease to be a Director of the Company on the happening of any event specified in Sections 283 and 314(2)(c) of the Act. He shall cease to be a Director of the Company, if for any

reason whatsoever, he ceases to hold the position of Senior Executive in the Company or ceases to be in the employment of the Company.

(d) Subject to what is stated hereinabove he shall carry out and perform all such duties and responsibilities as may, from time to time, be conferred upon or entrusted to him by the Managing Director/s and/or the Board, shall exercise such powers and authorities subject to such restrictions and conditions and/or stipulations as the Managing Director/s and/or the Board may, from time to time determine.

(c) His remuneration shall be fixed by the Board and shall be subject to the approval of the Company in the General Meeting and of the Central Government as may be required under the provisions of the Act.

(B) Nothing contained in this Article shall be deemed to restrict or prevent the right of the Board to revoke, withdraw, alter, vary or modify all/or any of such powers, authorities, duties and responsibilities conferred upon or vested in or entrusted to such whole-time Directors.

36. Any Trust Deed for securing debentures or debenture-stocks may, if so arranged, provide for the appointment, from time to time by the Trustees thereof or by the holders of debentures or debenture-stocks, of some person or persons to be a Director or Directors of the Company and may

empower such Trustees or holders of debentures or debenture-stocks from time to time, to remove and reappoint any Director so appointed, the Director appointed under this Article is herein referred to as “Debenture Director” and then term “Debenture Director” means the Director for the time being in office under this Article. The Debenture Director(s) shall not be bound to hold any qualification shares and shall not be liable to retire by rotation or be removed by the Company. The Trust Deed may contain such ancillary provisions as may be arranged between the Company and the Trustees and all such provisions shall have effect notwithstanding any of the other provisions herein contained.

NOMINEE DIRECTOR

36. Notwithstanding anything to the contrary contained in these ‘Articles, so long as any moneys remain owing by the Company to the Industrial Development Bank of India (IDBI). The Industrial Credit and Investment Corporation of India Ltd., (ICICI), Industrial Finance Corporation of India

(IFC1) and Life Insurance Corporation of India (LIC) or to any other Finance Corporation or Credit Corporation or to any other Financing Company or Body out of any loans granted by them to the Company or so long as IDBI, IFCI, ICICI, LIC and Unit Trust of - India (UTI) or any other Financing Corporation or Credit Corporation or any other Financing Company or Body (each of which IDBI, IFCI, ICICI, LIC and UTI or any other Finance Corporation or Credit Corporation or any other Financing Company or Body is hereinafter in this Article referred to as “the Corporation) continue to hold

debentures in the Company by direct subscription or private placement, or so long as the Corporation holds shares in the Company as a result of underwriting or direct subscription or so long as any liability of the Company arising out of any guarantee furnished by the Corporation on behalf of the Company remains outstanding, the Corporation shall have a right to appoint from time to time any person or persons as a Director or Directors is/are hereinafter referred to as “Nominee Director/s”) on the Board of the Company and to remove from such office any person or persons so appointed and to appoint any person or persons in his or their place/s.

The Board of Directors of the Company shall have no power to remove from, office the Nominee Director/s. At the option of the Corporation such Nominee Director/s shall not be required to

hold any shares qualification in the Company. Also at the option of the Corporation such Nominee Director/s shall not be liable to retirement by rotation of Directors. Subject as aforesaid, the Nominee Director/s shall be entitled to the same rights and privileges and be subject to the same obligations as any other Director of the Company.


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The Nominee Director/s so appointed shall hold the said office only so long as any moneys remain owing by the Company to the Corporation or so long as the Corporation holds debentures in

the Company as a result of direct subscription or private placement or so long as the Corporation holds shares in the Company as, a result of underwriting or direct subscription or the liability of the Company arising out of any guarantee is outstanding and the Nominee Director/s so appointed in exercise of the said power shall ipso facto vacate such office immediately the moneys owing by the Company to the Corporation is paid/off or on the Corporation ceasing to hold debentures/shares in the Company or on the satisfaction of the liability of the Company arising out of any guarantee furnished by the Corporation.

The Nominee Director/s appointed under this Article shall be entitled to receive all notices of and at end all General Meetings, Board Meetings and of the Meetings of the Committee of which the

Nominee Director/s is/are member/s as also the minutes of such meetings. The Corporation shall also be entitled to receive all such notices and minutes. The Company shall pay to the Nominee Director/s sitting fees and expenses which the other Directors of the Company are entitled but if any other fees, commission, monies or remuneration in any form is payable to the Directors of the Company, the fees, commission, monies and remuneration in relation to such Nominee Director/s shall accrue to the Corporation the same shall accordingly be paid by the Company directly to the Corporation. Any

expenses that may be incurred by the Corporation or by such Nominee Director/s in connection with their appointment or Directorship shall also be paid or reimbursed by the Company to the Corporation or as the case may be to such Nominee Director/s.

Provided that if any such Nominee Director/s is an officer of the Corporation the sitting fees in relation to such Nominee Director/s shall also accrue to the Corporation and the same shall accordingly be paid by the Company directly to the Corporation,

Provided further that if such Nominee Director/s is an Officer of the Reserve Bank of India, the sitting fees in relation to such Nominee Director/s shall also accrue to IDBI and the same shall accordingly be paid by the Company directly to IDBI.

Provided also that in the event of the Nominee Director/s being appointed as wholetime Director/s such Nominee Director/s shall exercise such powers and duties as may be approved by the Lenders and have such rights as are usually exercised or available to a wholetime Director, in the management of the affairs of the Borrower. Such Nominee Director/s shall be entitled to receive such remuneration, fees commission and monies as may be approved by the Lenders.

38. (1) In connection with any collaboration arrangement, with any company or corporation or firm or persons for supply of technical know-how and/or machine or technical advise, the Directors

may authorise such Company, Corporation, firm or person (herein-after in this clause referred to as “Collaborator”), to appoint from time to time, any person or persons as a Director or Directors of the Company (herein-after referred to as “Special Director”) and may agree that such Special Director shall not be liable to retire by rotation as such collaboration arrangement remains in force, unless otherwise agreed upon between the Company and such Collaborator under the collaboration, arrangements or at any time thereafter.

(2) The Collaborator may at any time and from time to time remove any such special Director appointed by it and may at the time of such removal and also in the case of death or resignation of the person so appointed, at any time, appoint any other person as a Special Director in

his place and such appointment or removal shall be made in writing signed by such company or corporation or any partner or such person and shall be delivered to the Company at its registered office.

(3) It is clarified that every Collaborator entitled to appoint a Director under this Article may appoint one or more such person or persons as a Director(s) and so that if more than one Collaborator is so entitled there may at any time be as many Special Directors as the Collaborators eligible to make the appointment, appoint.

39. Subject to the provisions of Section 255 of the Act, the number of Directors appointed under Articles 33, 34 and 35 shall not exceed in the aggregate one-third of the total number of Directors for the time being in office.


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ALTERNATE DIRECTOR

40. The Board may appoint an alternate Director who is recommended for such appointment by a Director (herein-after called the “Original Director”) to act for him during his absence for a period of not less than three months from India. Every such alternate Director shall (subject to his giving to

the Company an address in India or elsewhere of such Alternate Director at which notice may be served on him), be entitled to notice of meeting of Directors and to attend and vote as a Director and be counted for the purpose of a quorum and generally at such meetings to have and exercise all the powers, duties, and authorities of the original Directors. The Board may at any time, upon request in writing of the Original Director revoke the appointment of an Alternate Director and appoint another person recommended by the Original Director in his place. The Alternate Director appointed under this Article shall vacate office as and when the Original Director returns to India, if the terms of office of

the Original Director is determined before he so returns to India, any provision in the Act or in these Articles for the automatic reappointment of retiring Director in default of another appointment shall apply to the Original Director and not the Alternate Director.

MANAGING DIRECTOR

41. (a) Subject to the provisions of the Act and of these Articles the Board shall have power to appoint from time to time any of its members as Managing Director or Managing Directors and/or wholetime Directors and/or Special Director like Technical Director, Financial Director, etc. of the Company for a fixed term not exceeding five years at a time and upon such terms and conditions as the Board thinks fit, and the Board may by resolution vest in such Managing Director or Managing-Directors/Whole-time Director(s), Technical Director(s), Financial Director(s) and Special Director(s) such of the powers as may be vested in the Board generally as it thinks fit, and such powers may be

made exercisable for & such period or periods, and upon such conditions and subject to such restriction as it may determine. The remuneration of such Directors may be by way of monthly remuneration and/or fee for each meeting and/or participation in profits by any or all of those modes, or of any other mode not expressly prohibited by the Act.

(b) The Directors may whenever they appoint more than one Managing Director, designate one or more of them as “Joint Managing Director” or Joint Managing Directors” or “Deputy Managing Directors” as the case may be.

(c) The appointment and payment of remuneration’ to the above Director shall be subject to approval of General Meeting and of the Central Government if the provisions of the Act so require.

POWERS OF DIRECTORS

42. Subject to the provisions of the Act, the management of the business of the Company shall be vested in the Directors and the Directors may exercise all such power and do all such acts and things as the Company is by the Memorandum of Association or otherwise authorized to exercise and do, and are not hereby or by the Statute or otherwise directed or required to be exercised or done by the Company in General Meeting, but subject nevertheless to the provisions of the Act and any other Act

and of the Memorandum of Association and these Articles and to any regulations, not being inconsistent with the Memorandum of Association and these articles or the Act, from time to time, made by the Company in General Meeting provided that no such regulation shall invalidate any prior act of the Director which would have been valid if such regulation had not been made.

43. Without prejudice to the general powers conferred by Article 39 and the other powers conferred by these presents and so as not in any way to limit any or ail of these powers, it is hereby expressly declared that the subject as aforesaid the Directors shall have the following powers:-

(1) to pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Company.

(2) to pay and charge to the capital account of the Company and interest lawfully payable thereon under the provisions of Sections 76 and 208 of the Act.


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(3) Subject to the provisions of the Act and these Articles to purchase or otherwise acquire any lands, buildings, machinery, premises, hereditaments, property, effects, assets, rights, credits,

royalties, bounties and goodwill of any person, firm or company carrying on the business which this Company is authorised to carry on, at or for such price or consideration and generally on such terms and conditions as they may think fit; and in any such purchase or acquisition to accept such title as the Board may believe or may be advised to be reasonably satisfactory,

(4) Subject to the provisions of the Act to purchase, or take on lease for any term or terms of years, or otherwise acquire any mills or factories or any land or lands with or without buildings and outhouses thereon, situate in any part of India, at such price or rent and under and subject to such terms and conditions as the Directors may think fit; and in any such purchase, lease or other acquisition to accept such title as the Directors may believe or may be advised to be reasonably satisfactory,

(5) To erect contract, enlarge, improve, alter, maintain, pull down, rebuild or reconstruct any

buildings, factories, offices, work-shops or other structures, necessary or convenient for the purposes of the Company and to acquire lands, for the purposes of the Company.

(6) To let, mortgage, charge, sell or otherwise dispose of subject to the provisions of Section 293 of the Act, any property of the Company either absolutely or conditionally and in such manner and upon such, terms and conditions in all respects as they think fit and to accept payment or satisfaction for the same in cash or otherwise, as they may think fit.

(7) At their discretion to pay for any property, rights or privileges acquired by or services rendered to the Company, either wholly or partially, in cash or in shares, bonds, debentures, debenture-stock or other securities of the Company, and any such shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon, and any such bonds, debentures, debenture-stock or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or not so charged.

(8) To insure and keep insured against loss or damage by fire or otherwise, for such period and

to such extent as they may think proper, all or any part of the building, machinery, goods, stores, produce and other movable property of the Company either separately or co-jointly; also to insure all or any portion of the goods, produce, machinery and other articles imported or exported by the Company and to sell, assign, surrender or discontinue any policies of assurance effected in pursuance of this power.

(9) Subject to Section 292 of the Act, to open accounts with any bank or bankers or with any company, firm or individual and to pay money into and draw money from any account from time to time as the Directors may think fit.

(10) To secure the fulfilment of any contracts or engagements entered into by the Company by mortgage or charge of all or any of the properties of the Company and its unpaid capital for the time being in such other manner as they may think fit.

(11) To attach to any shares to be issued as the consideration for any contract with or property acquired by the Company, or in payment for services rendered to the Company, such conditions, subject to the provisions of the Act, as to the transfer thereof as they think fit.

(12) To accept from any member on such terms and conditions as shall be agreed, a surrender of his shares or stocks or any part thereof subject to the provisions of the Act.

(13) To appoint any person or persons (whether incorporated or not), to accept and hold in trust for the Company any property belonging to the Company or in which it is interested or for any other

purposes and to execute and do all such deeds and things as may be requisite in relation to any such trusts and to provide for the remuneration of such trustee or trustees.

(14) To institute, conduct, defend, compound or abandon any legal proceedings by or against the Company or its Officers or otherwise concerning the affairs of the Company and also subject to the


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provisions of Section 293 of the Act to compound and allow time for payment or satisfaction of any debts due, or of any claims or demands by or against the Company.

(15) To refer, subject to the provisions of Section 293 of the Act, any claims or demands by or against the Company to arbitration and observe and perform the awards.

(16) To act on behalf of the Company in all matters relating to bankrupts and insolvents.

(17) To make and give receipts, releases and other discharges for moneys payable to the Company and for the claims and demands of the Company subject to the provisions of Section 293 of the Act.

(18) To determine from time to time as to who shall be entitled to sign bills, notes, receipts, acceptances, endorsements, cheques, dividend warrants, releases, contracts and documents on the Company’s behalf.

(19) Subject to the provisions of Sections 292, 293, 370 and 372 of the Act, to invest and deal with any of the Company, not immediately required for the purpose thereof, upon such shares, securities or investments (not being shares in this Company) and in such manner as they think fit, and from time to time to vary or realise such investments.

(20) To execute in the name and on behalf of the Company in favour of any Director or other

person who may incur or be about to incur any personal liability for the benefit of the Company, such mortgages of the Company’s property (present and future) as they think fit and any such mortgage may contain a power of sale and such powers, convenants and provisions as shall be agreed on;

(21) Subject to such sanction as may be necessary under the Act or the Articles, to give to any Director, Officer, or other person employed by the Company an interest in any particular business or transaction either by way of commission on the gross expenditure thereon or otherwise or a share in the general profits of the Company and such interest, commission or shares of profits shall be treated as part of the working expenses of the Company.

(22) To provide for the welfare of employees or ex-employees of the Company and their wives, widows, families, dependents, or connections of such persons by building or contributing to the building of houses dwelling or chawls or by grants of money, pensions, allowances, gratuities, bonus

or payments by creating and from Time to time subscribing or contributing to provident and other funds, institutions or trusts and by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other attendances and other assistance as the Directors shall think fit; or

(23) To subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious scientific, national, public or any other useful institutions object or purposes for any exhibition.

(24) To establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension or superannuation funds for the benefits of and give or procure the giving of donations, gratuities pensions, allowances or emoluments, to any persons who are or were at any time in the employment or services of the Company, or of any Company which is a subsidiary of the

Company or is allied to or associated with the Company or with any such subsidiary Company or who are or were at any time Directors or Officers of the Company or of any such company as aforesaid, and the wives, families and dependents of any such persons and also to establish and subsidise and subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well being of the Company or of any such other company as aforesaid, and make payments to or towards the insurance of any such person as aforesaid and do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid.

(25) Before recommending any dividend, to set aside out of the Company such sums as they may think proper for depreciation or to Depreciation Fund or Reserve Fund or Sinking Fund or any other

Special Fund to meet contingencies or to repay redeemable preference shares, debentures, or debenture-stock or for special dividends or for equalising dividends or for repairing, improving, extending and maintaining any part of the property -of the Company, and for such other purposes as


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the Directors may, in their absolute discretion, think conducive to the interests of the Company and to invest the several sums so set aside or so much thereof as required to be invested upon such

investments (subject to the restrictions imposed by Section 292 and 293 and other provisions of the Act), as the Directors may think lit, and from time to time, to deal with and vary such investments and dispose of and apply and expend all or any part thereof for the benefit of the Company in such manner and for such purposes as the Directors (subject to such restrictions as aforesaid) in their absolute discretion think conducive to the interests of the Company notwithstanding that the matters to which the Directors apply or upon which they may expend the same or any part thereof may be

matters to or upon which the capital moneys of the Company might rightly be applied or expended; and to divide the Reserve Fund into such special funds as the Directors think fit, and to employ the assets constituting ail or any of the above funds, including the Depreciation Fund, in t he business of the Company or in repayment or redemption of redeemable preference shares, debentures or debenture-stock and that without being bound to keep the same separate from other assets or to pay interest on the same, with power, however to the Directors at their discretion, to payer allow to the credit of such fund, interest at such Directors may think proper.

(26) To appoint and at their discretion to remove or suspend such Managers, Secretaries, Officers, Clerks, Agents and servants for permanent, temporary or special service as they may from time to

time think fit, and to determine their powers and duties and fix their salaries or emoluments and require security in such instances and to such amounts as they may think fit and from time to time to provide for the management and transactions of the affairs of the Company in any special locality in India in such manner as they think fit. The provisions contained in the clause following shall be without prejudice to the general powers conferred by this clause.

(27) To comply with the requirements of any local law which in their opinion, shall be in the interest of the Company necessary or expedient to comply with.

(28) At any time and from time to time by power of attorney to appoint any person or persons to be the Attorney or Attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these presents) and for such period and subject to such conditions as the Directors may from time to time think fit and

any such appointment (if the Directors think fit) be made in favour of any Company or the members, directors, nominees or managers of any company or firm or otherwise in favour of any fluctuating body or person whether nominated, directly or indirectly by the Directors and any such power of attorney may contain any such powers for the protection or convenience of persons dealing with such Attorneys as the Directors may think fit; and may contain powers enabling any such delegates or Attorneys as aforesaid to sub-delegate all or any of the powers, authorities and discretions for the time being vested in them.

(29) Subject to the provisions of the Act, generally and from time to time and at any time to authorise empower or delegate to (with or without powers of sub-delegation) any Director, Officer or

Officers or Employee for the time being of the Company and/or any other person, firm or company all or any of the powers, authorities and discretions for the time being vested in the Directors by these presents, subject to such restrictions and conditions, if any as the Directors may think proper.

(30) To enter into all such negotiations, contracts and rescind and/or vary all such contracts and to execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company.

44. The Directors may from time to time at their discretion exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debenture, debenture-stock, and other securities whether outright or as security for any debts, liability or obligation of the Company.

45. (a) Subject to the provisions of Section 292 of the Act the Board may from time to time at its discretion by a resolution passed at a meeting of the Board accept deposits from members either in advance of call or otherwise and generally raise or borrow or secure the payment of any

sums of money for the purpose of the Company. Provided, however where the moneys to be borrowed together with the moneys already borrowed (apart from temporary loan obtained from the Company’s bankers in the ordinary course of business), exceed the agregate of the paid up capital of


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the Company and its free, reserves (not being reserves set apart for any specific purpose), the Board shall not borrow such moneys with out the consent of the Company in a General Meeting.

(b) Provided that monies paid in advance of calls shall not in respect thereof confer a right to dividend or to participate the profits of the Company.

46. Subject to the provisions of Articles 43 and 44 hereof, the payment or repayment of moneys borrowed as aforesaid may be secured in such a manner and upon such terms and conditions in all

respects as the special resolution shall prescribe including by the issue of debentures or debenture-stock of the Company, charge upon all or any part of the property of the Company (both present and future) including its uncalled capital for the time being and debentures, debenture-stock and other securities may be made assignable from any equities between the Company and the person to whom the same may be issued.

47. Any debenture, debenture-stock or other securities may be issued at a discount, premium or otherwise and may be issued on condition that they shall be convertible into shares of any denomination, and with any privileges and conditions as to redemption, surrender, drawing allotment, of shares and attending (but not voting) at General Meeting, appointment of Directors and otherwise,

Debentures with the right to conversion into or allotment of shares shall be issued only with the consent of the Company in General Meeting accorded by a Special Resolution.

The Directors may, from time to time, appoint, and at their discretion remove, a person, firm or body corporate to act as the Registrars, and or share transfer agents of the Company for purpose of maintaining the Register of Members, an Index of Members, the Register and Index of Debenture-holders (if any), copies of all Annual Returns etc. for the purposes of Section 159 of the Act, together with the Certificate to be annexed thereto and Section 161 and for the purposes of handling shares certificates in compliance with the Companies (Issue of Share Certificates) Rules, 1960.

THE SEAL

49. Regulation 84 of the Table ‘A’ shall not apply. The Board shall provide a common seal for the purpose of the Company, and shall have power from time to time to destroy the same and substitute a new seal in lieu thereof and the Board shall provide for the safe custody of the Seal. The Seal shall never be affixed to any instrument except by or under the authority of resolution of the Board or of a

committee of the Board authorised by it in that behalf, and in the presence of at least one Director and of the Secretary or such other person as the Board may appoint for the purpose; who shall sign every instrument to which the seal of the Company is so affixed in their presence.

50. Save as otherwise expressly provided by the Act, a document or proceeding requiring authentication by the Company may be signed by a Director, the Managing Directors, the Manager, the Secretary or other authorised officer of the Company and need not be under its common seal.

INDEMNITY

51. Regulations 99 of the Table ‘A’ shall not apply to the Company. Save and except so far as the provisions of these Articles are avoided by Section 201 of the Act, the Board of Directors, Managing Directors, Directors, Managers Auditors, Secretary and other Officers of servants for the time being of the Company and the trustees (if any) for the time being acting in relation to any of the affairs of the Company, and every one of them and every one of their heirs, executors and administrators shall be indemnified and secured harmless out of the assets end profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them or any of their

executors or administrators shall or may incur or sustain by reason of any act done, concurred in or omitted in or about the execution of their duty or supposed duty in their respective offices or trust except such(if any) as they shall incur or sustain through or by their own willful neglect or default respectively, and none of the acts, receipts, neglects or defaults the other or others of them or for joining in any receipt for the sake of conformity for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may belong or deposited for safe custody or for

the insufficiency or deficiency of any security upon which any moneys or effects belonging to the Company shall be invested or for any other loss, misfortune or damage which may happen in the


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execution of their respective offices or trusts, or in relation thereto except the same shall happen by or through their own willful neglect or default respectively.

SECRECY

52. Every Director, Manager, Auditor, Treasurer, Trustee, Member of Committee, Officer, Servant, Agent, Accountant or other persons employed in the business of the Company shall if so required by the Directors, before entering upon his duties, sign a declaration pledging himself to observe a strict

secrecy respecting all transactions and affairs of the Company, with the customers and the state of accounts with individuals and in matters relating thereto and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required to do so by the Board or by law or by the person to whom such matters relate, except so far as may be necessary in order to comply with any of the provisions of these presents contained.

53. No member or other persons (not being a Director) shall be entitled to inspect or examine the premises or properties of the Company without the permission of the Board, or save as expressly provided by the Companies Act, to require discovery of or any information respecting any detail of the

trading of the Company or any matter which is or may be in the nature of a trade secret, mystery of trade, or secret process or of any matter whatsoever which may relate to the conduct of the business of the Company and which in the opinion of the Board it will be inexpedient in the interest of the Company to communicate.

SOCIAL OBJECTIVE

54. The Company shall have among its objectives the promotion and growth of the national economy through increased productivity effective utilisation of material and manpower resources and continued application of modern scientific and managerial techniques in keeping with national aspirations and the Company shall be mindful of its social and moral responsibilities to the consumers, employees, shareholders, society and the local community.

55. Wherever in the Companies Act, it has been provided that the Company shall have any right, privilege or authority or that the Company could carry out any transaction only if the Company is so authorised by its Articles, then and in that case this Regulation heresy authorises and empowers the

Company to have such right, privilege or authority and to carry such transactions as have been permitted by the Act, without there being any specific regulation in that behalf herein provided.


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J. LIST OF MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by the Company), which are or may be deemed material have been entered or are to be entered into by the

Company. Copies of these contracts and also the documents referred to hereunder will be delivered to BSE (Designated Stock Exchange). These documents may be inspected at the Registered Office of the Company at “601 & 602. Sukh Sagar, N.S. Patkar Marg, Gitgaum Chowpatty, Mumbai – 400 007 from 11:00 am to 2:00 pm on all working days, from the date of this Letter of offer until the date of closure of the Subscription List.

Material Contracts

1. Memorandum of Understanding entered into between the Issuer Company and VC Corporate Advisors Pvt. Ltd., Lead Manager to the Issue dated 23.06.2008.

2. Copy of Memorandum of Understanding dated 15th April 2008 between the Company and Adroit Corporate services Pvt. Ltd Registrar to the Rights Issue for the proposed rights issue.

Material Documents for Inspection

1. Memorandum and Articles of Association of the Company.

2. Certificate of Incorporation dated 22.7.1985 of the Company.

3. Resolution passed by the Board of directors of the company at their Meeting held on 16th January 2008 authorizing the proposed rights Issue.

4. Resolution passed by the Members at the Extra Ordinary General Meeting held on 29th February 2008 authorizing the proposed rights Issue.

5. Consents from Directors, Auditors, Bankers to the Company, Lead Manager to the Issue, Registrar to the Issue and Legal Advisor to the Issue and Compliance Officer.

6. Annual reports of the Issuer Company for the last five years and promoter Group companies for last 3

years.

7. Audited Report by the statutory Auditor, M/s CLB & Associates, Chartered Accountants dated 30.05.2008 giving the financial information given in the Letter of Offer.

8. Copy of the Certificate from the statutory auditors, M/s CLB & Associates, Chartered Accountants, dated 30th May 2008 regarding tax benefits.

9. Copy of the Certificate from M/s CLB & Associates, Chartered Accountants regarding the sources and

deployment of funds as on 31.05.2008.

10. Letter of intent dated 23.06.2008 for the subscription to rights entitlement and unsubscribed portion, received from the Promoter.

11. Copies of Initial Listing Application made to the BSE.

12. In-principle approvals dated ----- from BSE for listing of the securities offered in this issue.


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13. Due Diligence Certificate dated 25.06.2008 to SEBI from the Lead Manager, VC Corporate Advisors Pvt. Ltd.

14. Copy of SEBI Observation Letter No. ----------------------- dated ------------------.


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K. DECLARATION

This is to confirm that all the relevant provisions of the Act, and the guidelines issued by the Government have been complied with and no statement made in this Letter of Offer is contrary to the provisions of the Act, and rules made there under. All the legal requirements connected with this said offer as also the

guidelines; instructions etc., issued by SEBI, the Government and any other Competent Authority in this behalf have been duly complied with.

Undertaking

We, the Directors of LUMINAIRE TECHNOLOGIES LIMITED, declare and confirm that no information/material likely to have a bearing on the decision of the investor in respect of the equity shares offered in terms of this

Letter of offer have been suppressed/ withheld and/or incorporated in a manner that would amount to misstatement /misrepresentation and in the event of it transpiring at any point of time till allotment/refund, as the case may be, that any information / material has been suppressed/ withheld and /or amounts to misstatement/ misrepresentation, we undertake to refund the entire application moneys to all the subscribers within seven days thereafter, without prejudice to the provisions of section 63 of the Act.

Since the date of last financial statement disclosed in this Letter of Offer, there have been no circumstances

that materially and adversely affect or are likely to affect the profitability of the company or the value of its assets or its ability to pay off its liabilities within a period of next twelve months.

All the Directors of the Company certify that all disclosures made in the Letter of Offer are true and correct.

SIGNED BY ALL THE DIRECTORS OF LUMINAIRE TECHNOLOGIES LIMITED

Mr. C.K. Thanawala

Mr. Rajesh Nuwal

Mr. Achal Bangani

Signed by Compliance Officer and Director.

Mr. Nitesh Kumar Kabra

Date : 23.06.2008

Place: Mumbai


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