RED HERRING PROSPECTUS April 12, 2013

Please read Section 60B of the Companies Act, 1956Book Building Issue

BOOK RUNNING LEAD MANAGER TO THE ISSUE CO-BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

KEYNOTE CORPORATE SERVICES LTD.The Ruby, 9th Floor, Senapati Bapat Marg,Dadar (w), Mumbai – 400028Tel: +91–22– 30266000-3; Fax: +91–22– 30266088Website:www.keynoteindia.netE-mail: mbd@keynoteindia.net Contact Person: Mr. Girish SharmaSEBI Registration No.: INM 000003606AIBI No.: AIBI/ 040

CANARA BANK - MERCHANT BANKING DIVISION Himalaya House, 407,4th Floor,79, Mata Ramabai Ambedkar Marg, Mumbai – 400 001Tel: +91–22-22677405/06 Fax: +91–22-22677404Website: www.canarabank.comE-mail: mbdcomcity@canarabank.comContact Person: Mr. Vasant SapkaleSEBI Registration No.: INM 000002558

LINK INTIME INDIA PVT. LTD.C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai – 400078Tel: +91–22-25963838/25946970Fax: + 91–22-25946969Website: www.linkintime.co.inE-mail: sgl.ipo@linkintime.co.inContact Person: Mr. Sachin AcharSEBI Registration No.: INR000004058

ISSUE SCHEDULEBID/ ISSUE OPENS ON : THURSDAY, APRIL 25, 2013 BID/ ISSUE CLOSES ON : MONDAY, APRIL 29, 2013

SCOTTS GARMENTS LIMITED[Scotts Garments was formed on 01/12/1992 as partnership firm under the Indian Partnership Act, 1932. The partners of Scotts Garments promoted a Private Limited Company under Companies Act, 1956 as ‘Scotts Garments Private Limited’ vide Certificate of Incorporation dated 01/03/2002 issued by the Registrar of Companies, Bangalore, Karnataka and acquired the business of “Scotts Garments”. The Company was subsequently converted into a public company and the name was changed to ‘Scotts Garments Limited’ and received a Certificate of Change of Name on 19/06/2007. The Corporate Identity Number of the Company is ‘U18101KA2002PLC030185’]

Registered Office: 481-B, Peenya Industrial Area, Peenya IV Phase, Bangalore – 560 058;Tel.: +91-80-40858585/41179001/41179002/41179003; Fax: +91-80- 41179007 / 28362452; Website: www.scottsgarments.com;

Contact Person: Mr. S. Guruswamy Babu, Company Secretary & Compliance Officer; E-mail: cs@scottsgarments.com

PUBLIC ISSUE OF 1,05,06,954 EQUITY SHARES OF ` 10/- EACH (“EQUITY SHARES”) OF SCOTTS GARMENTS LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ` [•] PER EQUITY SHARE (INCLUDING SHARE PREMIUM OF ` [•] PER EQUITY SHARE), AGGREGATING TO ` [•] LACS (THE “ISSUE”). UPTO 4,50,000 EQUITY SHARES WILL BE RESERVED IN THE ISSUE FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE “NET ISSUE”. THE ISSUE WOULD CONSTITUTE 26.95 % OF THE POST ISSUE PAID –UP CAPITAL OF THE COMPANY. THE NET ISSUE TO PUBLIC WOULD CONSTITUTE 25.80 % OF THE FULLY DILUTED POST ISSUE PAID UP CAPITAL OF THE COMPANY.

PRICE BAND: ` 130/- TO ` 132/- PER EQUITY SHARETHE ISSUE PRICE IS 13 TIMES OF THE FACE VALUE AT THE LOWER END OF THE PRICE BAND AND 13.2 TIMES OF THE FACE VALUE

AT THE HIGHER END OF THE PRICE BANDTHE PROMOTER OF THE COMPANY IS MR. NASEER AHMED

In case of revision in the Price Band, the Bidding/Issue Period will be extended for three (3) additional working days after revision of the Price Band subject to the Bidding/Issue Period not exceeding ten (10) days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to the Bombay Stock Exchange Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), by issuing a press release, and also by indicating the change on the website of the Book Running Lead Managers and at the terminals of the Syndicate Member. The Issue is being made through the 100% Book Building Process wherein 25% of the Net Issue shall be allocated on a proportionate basis to eligible Qualified Institutional Buyers. Further, 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remaining QIB portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If the aggregate demand by Mutual Funds is less than 5% of the QIB portion, the balance Equity Shares available for allocation in the Mutual Fund portion will be added to the QIB portion and be available for allocation proportionately to the QIB Bidders.. Further, not less than 40% of the Net Issue shall be made available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be made available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price.

RISK IN RELATION TO FIRST ISSUEThis being the first issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is ` 10/- per equity share and the Issue Price is [•] times of the face value. The Issue Price (as determined by the Company, in consultation with the Book Running Lead Managers, on the basis of assessment of market demand for the Equity Shares offered by way of book building) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares of the Company nor regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKSInvestments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue 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 Company and the Issue including the risks involved. The Equity Shares issued in this Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Red Herring Prospectus. Specific attention of the investors is invited to the statements in the section titled “Risk Factors” beginning on page. 1 of this Red Herring Prospectus

ISSUER’S ABSOLUTE RESPONSIBILITYThe Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to the Company and this Issue, which is material in the context of this Issue, that the information contained in this Red Herring Prospectus 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 make this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTINGThe Equity Shares of the Company are proposed to be listed on Bombay Stock Exchange Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”). The Company has received in-principle approvals from these Stock Exchanges for the listing of the Equity Shares pursuant to their letters dated 21/12/2010 and 11/01/2011 respectively. For the purpose of the Issue, BSE is the Designated Stock Exchange.

IPO GRADINGThe issue has been graded by CARE and has been assigned the IPO Grade 3 indicating average fundamentals vide their letter dated 01/03/2013. For further details and rationale of grading please refer page no. 30.

SECTION TABLE OF CONTENTS Page No. Definitions and Abbreviations i Presentation of Financial Information and Use of Market Data viii Forward Looking Statements and Market Data ix

I RISK FACTORS 1 PART I

II INTRODUCTION Summary of the Industry & Business of the Company 12 Summary of Financial Data 19 The Issue 24 General Information 25 Capital Structure 34 Objects of the Issue 44 Basis of Issue Price 64 Statement of Tax Benefits 66

III ABOUT THE ISSUER COMPANY Industry Overview 75 Business Overview 86 Regulations and Policies 123 History and Other Corporate Matters 129 Management 139 Promoter and its Background 153 Promoter Group 154 Dividend Policy 165

PART II IV FINANCIAL STATEMENTS

Report of the Peer Review Auditor, M/s G Anantha & Co, Chartered Accountants 166 Management Discussion and Analysis of Financial Conditions and Results of

Operations 198

V LEGAL AND REGULATORY INFORMATION Outstanding Litigations, Material Developments and Other Disclosures 205 Government/Statutory and Business Approvals 208 Other Regulatory and Statutory Disclosures 219

VI OFFERING INFORMATION Terms of the Issue 231 Issue Structure 233 Issue Procedure 238

VII MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

Main Provisions of the Articles of Association of the Company. 279 VIII OTHER INFORMATION

Material Contracts and Documents for Inspections 315 PART III

Declaration 317

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DESC“the

” and Unlespubli1956.

of The A The ChartAuditAccou00516

ard The BDirec

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ultant Gherz

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the 481-B

TERMS AND

ON DESCRApparelComputComputAverageInstrumregardinmodera

ee Instrumregardinhigher

CRIPTION r, Bangalore, Application bRLM and Co-greement to b

yndicate, in reASBA Bidderote Capitals Llip or documeistration of thRLM and the

Agreement amafter the Prici

CRIPTION ss the contexc limited com

Articles of Ass

Statutory Autered Accountor of the untants, Firm60S/002610. Board of Direcctor(s) of the Cra Bank Ve

stment Managank Venture zi Eastern Lim

Memorandum

B, Peenya Indu

D ABBREVIA

RIPTION/FULl Export and Pter Aided Dester Aided Mae fundamenta

ments with thing timely sete credit risk.

ments with thing timely pacredit risk

v

Hyderabad, by ASBA Bidd-BRLM and thbe entered in

elation to the cs submitting

Limited ent issued by

he Bid. Syndicate M

mong the Unding Date.

xt otherwise mpany incorp

sociation of th

uditors of thntants, Firm Company bm registrati

ctors of the CCompany unlenture Capitager of EmergCapital Fund

mited

m of Associati

ustrial Area, P

ATIONS

LL FORM Promotion Cosign

achine als is rating are cervicing of fi is rating are cayment of fias compared

Pune, Baroda

ders. he Syndicate Mnto between tcollection of Btheir Bids at c

y the Syndicat

ember. derwriters an

requires, refeorated under

he Company

he Company Registration

being M/s. on No. 005

ompany or a less otherwiseal Fund in ging India Gr

d

on of the Com

Peenya IV Ph

ouncil

considered toinancial oblig

considered toinancial obligd to instrum

Scott

a and Surat f

Member. the CompanyBids in this Iscentres other

te Member to

nd the Compa

ers to Scotts r the provision

i.e., Scotts Ga

y, being M/n no. 03860SG. Anantha

5160S, Peer

committee coe specified.

its status arowth Fund

mpany.

hase, Bangalor

o have modergations. Such

o have modergations. Such

ments rated

ts Garments L

for submissio

y and the memssue (excludin than Specifie

o the Bidders

any to be ente

Garments Lins of Compan

arments Limit

/s Siddaiah S. The Peer a & Co., C

Review N

onstituted the

and as Trus(the fith fund

re – 560058

rate degree oh instrument

rate degree oh instrumentin the two

Limited

on of Bid

mbers of ng Bids ed Cities)

as proof

ered into

imited a nies Act,

ted.

& Ram, Review

Chartered No. FRN

ereof.

stee and d) of the

of safety ts carry

of safety ts carry higher

TERM/ AB

CDR CVCFL DEPB EU GATT Kg MFA M Ha Sq. Mts TUFS

ABBREVIA

ABBREVIAGM AMBI AS ASBA AY BSE

BG/LC CAGR CDSL DP

ECS EGM EPS ESOP FCNR Acc

FEMA

FII

FIs FIPB

FVCI

GDP GIR NumbGoI/ GoveHUF `/INR / RIPO I.T. Act NAV NECS

BBREVIATIO

ATIONS

ATION

count

ber ernment

Rs./ Rupees

ON DESCR

categoriContinuCanbanDuty EnEuropeaGeneralKilogramMulti FiMillion Square MTechnol

FULL FOAnnual AssociatAccountApplicaAssessmBombayBank GuCompouCentral Deposit

ElectronExtra OrEarningEmployForeign Foreign regulatiForeign Investorunder aFinanciaForeign of FinanForeign VentureGross DGeneralGovernmHindu UIndian RInitial PThe IncoNet AssNationa

RIPTION/FULies. uous Dyeing Rk Venture Ca

ntitlement Pasan Unions l Agreement om ibre Agreeme Hectares Meters logy Upgrada

ORM General Meetion of Merchting Standard

ation Supportement Year y Stock Exchauarantee/ Letunded Annua Depository Sory Participan

nic Clearing Srdinary Gene

gs per Equity Syee Stock Opti Currency No Exchange Mons issued th Institutionars) Regulationpplicable lawal Institutions Investment P

nce, Governm Venture Cap

e Capital InveDomestic Prodl Index Registment of IndiaUndivided FaRupees, the le

Public Offer ome Tax Act, set Value. al Electronic C

vi

LL FORM

Range apital Fund Liss Book

on Tariff and

ent

ation Fund Sc

eting hant Bankers ods issued by ted by Blocked

ange Limited. tter of Credit al Growth Ra

Services (Indiant

System eral Meeting oShare. ion Plan on Resident Aanagement A

hereunder. l Investor (ans, 1995, as am

ws in India. s. Promotion Bo

ment of India pital Investorsestor) Regulatduct try Number. a. amily. egal currency

1961, as ame

Clearing Servi

imited

Trade

cheme

of India he Institute od Amount

te. a) Limited.

of the shareho

Account. Act, 1999, as a

as defined umended from

oard, Departm

s registered wtions, 2000.

of the Repub

nded from tim

ice

Scott

of Chartered A

olders.

mended from

under SEBI (m time to time)

ment of Econo

with SEBI un

blic of India.

me to time

ts Garments L

Accountants o

m time to time

(Foreign Inst) registered w

omic Affairs,

der the SEBI

Limited

of India.

e and the

titutional with SEBI

Ministry

(Foreign

ABBREVINEFT NR NRE Acco

NRI/Non-Indian

NRO AccoNSDL NSE P/E Ratio PAN RBI RBI Act RoC/RegisCompanieRoNW RTGS USD/ $/ U

Notwithstan a. In the

the me

b. In the Offer DCompa

ATION

unt

-Resident

ount

strar of s

US$

nding the fore

section titledeaning given t

section titledDocument, deany.

FULL FONationaNon ResNon ResA persoIndia or(DeposiNon ResNationaNationaPrice/EPermanThe ResThe ResRegistra

Return oReal TimThe Uni

egoing:

d “Financial Sto such terms

d “Main Proviefined terms h

ORM

al Electronic Fsident sident Extern

on resident our a person of t) Regulationsident Ordina

al Securities Dal Stock Exchaarnings Ratioent Account N

serve Bank of serve Bank of ar of Compan

on Net Worthme Gross Settited States Do

Statements” os in that sectio

isions of the have the mea

vii

Fund Transfer

nal Rupee Accutside India, a Indian origin

ns, 2000, as amary Rupee Ac

Depository Limange of India o. Number. India. India Act, 19

nies, Bangalor

h. lement

ollar, the legal

n page 166 oon.

Articles of Aaning given to

r

count as defined unn, each such t

mended. ccount mited. Limited.

34, as amendre, Karnataka

l currency of

f this Offer D

Association of o such terms

Scott

der FEMA anterm as defin

ded from time

the United St

Document, de

the Companin the Article

ts Garments L

nd who is a cined under the

e to time.

tates of Amer

efined terms s

ny” on page 2es of Associat

Limited

itizen of e FEMA

rica.

shall have

279 of this tion of the

Unless statedCompany’s 2008preparedRegulations, Our fiscal yereferences he

In this Red Hlisted are due

All referencecrore is the uIndian numbto ‘$’, ‘US$’ o Market data Company repbeen obtaineand their reliProspectus ibelieved to b

PRESENT

d otherwise, restated finad in accordan as stated in t

ear commencerein to a fisca

Herring Prospe to rounding

es to ` or ‘Ruunit in the Indbering systemor ‘U.S. Dollar

used in thisports. Industr

ed from sourciability cannois reliable, it

be reliable, hav

TATION OF

the financialancial statemnce with Indihe report of t

ces on April al year (e.g., f

pectus, any dg-off.

upees’ or ‘Rs.’dian numberi

m representingrs’ are to Unit

s Red Herringry publicationces believed tot be assured. t has not beeve not been v

FINANCIAL

l informationments as of O

ian GAAP anthe statutory A

1 and ends fiscal 2012), ar

discrepancies

’ are to Indianing system reg 100,000; thuted States Do

g Prospectus ns generally sto be reliable Although theen independ

verified by an

viii

L INFORMA

n used in thiOctober 31, nd the CompAuditors.

on March 31re to the fisca

in any table

n Rupees, theepresenting 10us, for examplollars, the offic

has been obstate that the but that theire Company b

dently verifiedny independen

ATION AND

is Red Herrin2012, Marchanies Act and

1 of a particual year ended

between the

e official curr0 million or 1le, ` 10 crore cial currency

btained from information r accuracy an

believes the md. Similarly, nt source.

Scott

USE OF MAR

ng Prospectuh 31, 2012, 2d restated in

ular year. Un March 31 of a

e total and th

rency of the R100 lac and on equals ` 100 of the United

industry pubcontained in

nd completenemarket data us

internal Com

ts Garments L

RKET DATA

us is derived 2011, 2010, 2 accordance w

nless stated oa particular y

he sum of the

Republic of Inne lac is the u million. All r

d States of Am

blications and those publicaess are not gused in this Redmpany repor

Limited

A

from the 2009, and with SEBI

otherwise, ear.

e amounts

ndia. One unit in the references

merica.

d internal ations has uaranteed d Herring rts, while

We have inc“aim”, “is li“contemplateexpressions o All forward-actual resultsfactors that c • General

national • Changes • Increased • The Com

successfuthrough

• Our abili • Fluctuati • Unantici • Our abili • The effec

new emp • Changes

interest rrates, equ

• Any adv

For a furtheFactors” “Buof this Red Hand could belosses could Manager, noreflecting cirunderlying aRunning Leatime as the g

cluded statemikely to resue”, “seek toor variations

-looking states to differ macould cause ac

economic and and internati

s in laws and r

d competition

mpany’s abilully launch athis Issue;

ity to meet ca

ions in operat

pated variatio

ity to attract a

ct of wage preployees;

s in political arate policies uity prices or

verse outcome

r discussion usiness OvervHerring Prospe materially materially d

or any of its rcumstances aassumptions ad Manager w

grant of listing

FORWARD

ments in this ult”, “believe”o”, “future”, of such expre

ements are suaterially from ctual results t

d business coional econom

regulations re

n in these ind

lity to succeand implemen

apital expendi

ting costs;

ons in the dur

and retain qu

essures, seaso

and social conof India and other rates o

e in the legal p

of factors thview” and “Mpectus respecdifferent from

differ from threspective affarising after th

do not comewill ensure thg and trading

D-LOOKING

Red Herring ”, “expect”, “objective”, essions, that a

ubject to risk those contemto differ mate

onditions in thmies;

elating to the

ustries;

essfully implent various pr

iture requirem

ration, size an

alified person

onal hiring pa

nditions in Ind other countr

or prices;

proceedings i

hat could cauManagement’sctively. By them what actuahose that havfiliates have ahe date hereoe to fruition.hat investors permission b

ix

G STATEMEN

Prospectus w“will continu “goal”, “pr

are “forward-l

ks, uncertaintimplated by the

rially from th

he markets in

industries in

ement the grojects and b

ments;

nd scope of th

nnel;

atterns and th

dia or in otheries, inflation

in which we a

use our actuas Discussion aeir nature, ceally occurs inve been estimany obligatio

of or to reflect. In accordans in India areby the Stock E

NTS AND M

which containue”, “anticiparoject”, “sholooking statem

ies and assume relevant for

he expectation

n which we op

n which we op

growth strateusiness plans

he projects;

he time requir

er countries thn, deflation, u

are involved.

al results to dand Analysisertain market n the future.

mated. Neitheon to update t the occurrennce with SEBe informed ofExchanges.

Scott

ARKET DAT

n words or pate”, “estima

ould”, “will ments”.

mptions abourward-lookingns include, am

perate and in

perate;

egy and exps for which f

red to train an

hat we may enunanticipated

differ, see th” beginning o risk disclosu As a result, er we nor theor otherwise

nce of underlyBI requiremenf material dev

ts Garments L

TA

phrases such ate”, “intend”

pursue” and

ut us that cog statement. I

mong others:

the local, reg

pansion plansfunds are bei

nd productive

nter, the mon turbulence i

e sections titon pages 1, 8ures are only

actual futuree Book Runn revise any sying events, ents, we and velopments u

Limited

as “will”, ”, “plan”, d similar

uld cause Important

gional and

s, and to ing raised

ely utilize

netary and in interest

tled “Risk 6 and 198 estimates e gains or ning Lead tatements

even if the the Book

until such

1

2

An investmenRed Herring Company’s Eqof operations investment. Trisk factors mdisclosed.

RISK FAC

1. Contingencondition The contin

Letter ofLiabilityEstimate

In the evecondition

2. We shall factory untime. Furtthere is dfinancials

As a part and proposhall be ufor the prcompany which are

1. A

B2. A

Our CTrade For thobtainthe re

1234

nt in Equity Sh Prospectus, inquity Shares. If could suffer,

The financial anmentioned below

CTORS INTE

nt liabilities n and future fi

ngent liabiliti

f Credits issue on account o

ed Amount of

ent, any of the and future fi

be applying fnit to be set ther, for the pdelay in obtas of the Comp of expansionose to set up a

utilized. We shroposed facto is yet to obte as under:

Approval fromangalore – 56

Approval from Company shae at an approp

he knitting anned. Presentlyequisite appro

1 Approval2 License u3 License u4 Other Com

hares involves ncluding the If any of the fothe trading pr

nd other relatedw. There are c

ERNAL TO T

not providedinancial perfo

ies not provid

Particular

ed by banker of export obligf Capital Com

Total

e above contiinancial perfo

for licenses an up at Kagal project at Doaining the licpany.

n strategy we another factohall be apply

ory unit at Katain certain a

m Chief Insp60 009 for licenm Department

all apply forpriate time.

nd processingy, the Compaovals post allo

l from Maharunder Factorieunder Shops a

mmercial reg

SECTIO

a high degree risks and unc

ollowing risks orice of the Eqd implications certain risk fac

THE COMPA

d for, which iormance.

ded for as on 3

rs

of the Compagation

mmitment

ingent liabilitormance.

nd approvals for which paddaballapur enses and ap

have set up nory at Kagal foying for licensagal at an apppprovals for

ector of Factnse under Fact of Ecology a

registration

g unit to be seany has not botment of land

rashtra Polluties Act and Establishmgistrations und

1

ON I - RISK

of risk. You shcertainties desoccur, the busi

quity Shares co of risks concerctors mentione

ANY

if materializ

31/10/2012 a

any

ties crystallize

s to various sart of the iss our companypprovals it m

new factory aor knitting anses and appropropriate tim which applic

tories, Karnatctories Act 19and Environm

with Centra

et up at Kagabeen allotted d.

ion Control B

ment Act der the indire

FACTORS

hould carefullyscribed below, iness of the Coould decline, arned, wherevered where the ef

es may have

are as follows

Amou(` in la

1

1

es it may hav

tatutory andsue proceeds sy is yet to obtmay affect th

at Doddaballand fabric procovals to vario

me. Further, focations have

taka State, N948 and its rulment; Karnata

al Excise and

al the followin land and he

Board

ect tax author

Scott

y consider all o before making

ompany, financand you may r quantifiable hffect is not qu

an adverse e

:

unt acs) 2213.40

15580.30 1875.00

19668.70

ve an adverse

d regulatory bshall be utilitain certain ae commencem

apur for manucessing for whous statutory or the project already been

No.3, 1st Crosles;

aka

Joint Direct

ng licenses annce we shall

rities.

ts Garments L

of the informatg an investm

cial condition a lose all or pahave been discluantifiable and

effect on our

effect on our

bodies for the ized at an apapprovals. In ment of opera

ufacturing of hich the issue and regulato at Doddabaln made. The

ss Road, Gan

or General o

nd approvals make applic

Limited

tion in this ent in the and results art of your osed in the

d hence not

financial

r financial

proposed ppropriate the event ation and

garments e proceeds ory bodies llapur our details of

ndhinagar,

of Foreign

s are to be cations for

3

4

5

Our Coperaof fact

3. We have years. Wewith eachon the BoTechnologpromotedequity shsharehold

Our ComF.Y.2011-1`7864.02 lin BRFL. 20,00,000 of KnittinIndustrialPrivate Licapital ofshareholddirectorsh“Promote

4. Our Compof Karnatmutually Doddabal Our ComKarnatakaunits at 12Govt. of K“History DoddabalChikkabahave mutlocations. K.G.F. Apwould no

5. Our exposubstantiturmoil in

Our businand otherexports offactors likdelivery sIn F.Y.201which incus with thtime also

Company shaations. In the tory operatio

business relae and BRFL hh other. Our Poard of BRFLgy Park, dev

d by BRFL. Fuares of our C

ders/directors

pany enjoys b12, our Complacs. Our ProOur Compan equity share

ng and Fabril Textile Techimited, a grouf our Comp

ders/directorships in our ger Group”.

pany and BRFtaka for setti agreed to indllapur is one o

mpany and BRa undertaking2 locations. O

Karnataka at Gand Other C

llapur and onllapur, Chitratually agreed Our Compan

pparel Park ant be any inve

rt revenue haal portion ofn these region

ness model pr regions of tf our garmen

ke, sound undschedule and 11-12, Europeclude countriehe global econlinks us with

all also applyevent of delans and the fin

ationship andhave cross inPromoter Mr.

L. Our proposveloped by Kurther, B.R.MCompany. Al in few of our

business relapany has enteomoter Mr. Nany holds 12,61s i.e. 7.48% ofic processing

hnology Park up company apany. Also ss in few of ou

group compan

FL have entering up of texdependently sof the locatio

RFL had subg responsibleOn acceptancGlobal InvestCorporate Mne each at Haadurga, Shim

d on setting uny has proposnd Sidlaghattstment by ou

as contributef sales reven

ns our revenue

primarily focuthe world. Innts to internatderstanding o customer relaean region cones like, Germanomy that pr

h the risk of e

y for any otheay in obtaininnancials of the

d association nvestments in. Naseer Ahmsed Project ofKagal Indust

Machine Tools lso some of r group compa

tionship withered into varioaseer Ahmed1,397 equity sf the present pg is at KagalPrivate Limitalso holds 30,

some of the ur group compnies are appe

red into a joixtile units at set up textile uons forming p

bmitted a joie to facilitate ce of the proptors Meet on 3

Matters” appeassan, Thippa

moga, Mudhoup independesed to set up ta whereas BR

ur Company in

ed more thannue is concene would be su

uses on the en the last few

tional clients f European faationship hasntributed aroany, UK, Fran

rovides opporeconomic dow

2

er licenses anng the licensese Company.

with Bomban the shares o

med is one of f Knitting an

trial Textile Pvt. Ltd, a gthe promoteranies.

h Bombay Rayous purchase

d is Joint Vice shares i.e. 0.9paid up equitl Industrial Tted, an SPV p,05,500 equity promoters panies. The dearing betwe

int Memorandt 12 locationsunits at 5 andart of MOU.

int proposal investment aposal, a joint 3rd/4th June 2earing on paansandra Villol, Siddlaghatent projects a units at DoddRFL is planninn the units to

n 90% of the ntrated in Euubstantially im

export of manw years we ha

of other couashion trend, s helped us toound ` 32373.nce, Spain, Drtunities to ta

wnturn and th

nd approvalss or approval

ay Rayon Fasof our Comp the non-execund Fabric pro

Technology group companrs & Promot

yon Fashionse and sales tra Chairman (n94% of the paty capital of oTextile Techn

promoted by y shares i.e. 1& Promoter

details of shareen page no.1

dum of Unders in Karnatakd 7 locations

to Karnatakaand assist inve MOU was en010. For detai

age no.133. Tlage – Kolar, tta and Srinivat 5 and 7 lodaballapur, Hng to set up u be set up by

total revenuuropean Regimpacted.

nufactured Rave earned muntries especia diligent in pr

o increase our.00 lacs valuinenmark and o

ap the differenhe volatility in

Scott

as required ls, it may affe

shions Limiteanies and enjutive and noncessing at KaPark Privat

ny of BRFL hter Group Co

s Limited for ansaction witon executive

aid up capitalour Companynology Park,BRFL. Furth1.24% of the p Group Comeholding of B155 to 163 un

rstanding (Mka. Our Com respectively.

a Udyog Mitestors in the ntered by ourils of MOU, p

These locationKGF Apparevaspura. Our

ocations respeHassan, Thippunits at other BRFL and vic

ue in last fewion. In the ev

Ready Made Gmore than 90%

ally in Europroviding the qr customer bang around 76others. Our bnt market segn global finan

ts Garments L

for commencect the comm

ed (BRFL) fornjoy trade reln-independenagal Industrite Limited isas also inves

ompanies of B

last few yearh BRFL aggre and non-indel of BRFL. BR

y. Our propose, developed

her, B.R. Machpresent paid

mpanies of BBRFL related ender the sect

OU) with Gompany and BR

The present p

tra (KUM, a state) for settr Company, Bplease see secns include 2

el Park, Gowrr Company aectively of thpasandra villa seven locatioce-versa.

w financial yvent of any

Garments to % of revenuepe. We believquality produase at Europea6% of total exbusiness modegment and atncial markets

Limited

cement of mencement

r last few lationship nt member ial Textile s an SPV sted in the BRFL are

rs. During egating to ependent) RFL holds ed Project by Kagal

hine Tools up equity BRFL are entities or tion titled

overnment RFL have project at

Govt. Of ting up of BRFL and tion titled

2 units at ribidanur, and BRFL he said 12 age-Kolar, ons. There

years. Our economic

European e from the ve that the uct, timely an region.

xport sales el couples t the same s that may

6

7

8

9

have an ahedge theour financ

6. Our majocustomers Our sales 2011-12. Ttotal revenwith 4.44%sale to especificatireasons bprofitabili

7. Raw mate

and any d Raw matein F.Y.201manufactuinternationo assuraraw mater Any matebeyond outo custom

8. The cost Technicaldiscretion The fund Ltd. Therestimates proceeds monitor it

9. We have n

for our prspecified plant & min prices o We propo2612.50 lamachinerynot yet plof the Issutime of pprocuremschedule.

adverse impae financial pocial standing.

or portion of s may have ad

revenue is dThe major conue from ope%. We preseneach customeion and deliveyond our coity of the Com

erials constitdecrease in the

erial cost cons12 and F.Y.20uring of the

onal market. Tance that the prial would ha

erial shortageur control cou

mers, which in

of the knittinl consultant n of the compa

requirement re is no guar could adversis entirely at ts deploymen

not yet placedroject at Dodin the Objec

machinery, eqof these equip

ose to purchaacs from they and miscelllaced orders fue’ except forplacement of

ment of plant We may also

act on our busition, the ad

f the sales indverse impac

dependent onntributor of s

erations wherntly do not haer is dependvery scheduleontrol it maympany.

tute a significe supply of ra

stituted 67.72011 respectivee garments. Though the pprices of our

ave adverse ef

e or interruptiuld result in i

n turn would h

ng and fabric– Gherzi Easany.

for the propoantee that thesely impact th the sole disc

nt.

d orders for pddaballapur ats of the Issu

quipment, etc.pments, future

ase plant & me proceeds oflaneous fixedfor plant & mr the second orders with & machiner

o be subject to

usiness. In thedverse econom

F.Y.2011-12 t on the finan

n top 10 custosales for F.Y.reas the otherave any long tdent on our . In the event lead to loss

cant percentaaw materials

2% and 51.78%ely. Our primPresently, w

prices of raw raw materialffect on the bu

ion in the supincreased prohave a materi

c processing stern Ltd. Th

osed project ae estimates whe operationsretion of the

part of the plaand for the enue except for may delay te affecting ou

machinery wf this Issue.

d asset for Dodmachinery & m hand machinh the suppliery, equipmeno risks on pric

3

e event we amic and geop

was from toncials of the C

omers who ac.2011-12 was major contribterm contract ability to mt we are unabof orders fro

age of our tota could materi

% of our totamary raw ma

we purchase material havls will remainusiness and fi

pply or decreoduction costsial adverse eff

project at Khe deploymen

at Kagal is bawill prove to s and sustainacompany and

ant & machinntire plant & the second h

the implementur costs, reven

orth ` 17204. We have alddaballapur Pmiscellaneouneries. We mers and the nt, etc. Subsece escalation

re unable to olitical condi

op ten customCompany.

ccounted for Best Seller –butor was BR

t or agreemenmanufacture ble to meet theom these cust

al expenses. Aially affect ou

al expenses ofterial is cottoraw materiae been stablen at same levinancials.

ease in the qus that we mayfect on our bu

agal is basednt of the issu

ased on the esbe accurate aability of the cd no indepen

nery and misc machinery fohand machinetation schedu

nue and profit

.15 lacs and mlready commProject. As res fixed assets

may be requiresame may dquently it mof plant & ma

Scott

sustain or initions may res

mers. Any los

approx 80.66– Denmark, cRFL with 7.79nt with our cu

quality prodeir requiremetomers and a

Any increase ur business.

f ` 42852.14 laon, polyester al from the e in the recentvels. Any upw

uality of raw my not successfusiness.

d on the estimue proceeds i

stimates as giand any signicompany. De

ndent agency

cellaneous fixor the proposeries. Any deule which matability.

miscellaneoumenced the pegards the pros as specified ed to obtain fdelay the pro

may also delaachinery and

ts Garments L

nsulate the busult in large i

ss of order fr

% of total salontributing 6% and Old N

ustomers and ducts that ments or expectffect the reve

in raw mater

acs and ` 427and denim fdomestic mat past but the

ward trend in

material due fully be able t

mates as givis entirely at

iven by Gherzificant deviatieployment of has been app

xed assets reqused project atelay in procuy also lead to

us fixed assetspurchase of poject at Kagal in the sectionfresh quotatioocess of ordeay the implem other equipm

Limited

usiness or impact on

rom these

les in F.Y. 62.60%, of

Navy, USA hence the

meet their tations for enues and

rial prices

704.84 lacs fabrics for arket and ere can be n prices of

to factors to pass on

ven by the t the sole

zi Eastern ion in the f the issue pointed to

uirements t Kagal as rement of o increase

s worth ` plant and l, we have n ‘Objects ons at the ering and mentation ments that

1

1

1

1

1

we requiroperation

10. We have nobjects of

We have chapter “enhancedoperation

11. We have iprice that

We have India Groprice at w

The fundfurther de

12. If we are may be ad

We may four businobtain anbusiness cand Businrequired f

13. We may n The succeand growclients whpractice othese newus to effecbasis. If experiencrequired customersqualificatiadversely

14. We have 57567.00 sDevelopmagreementproductio13/12/2010against us We are rDoddabaladmeasur

re. Hence our

ns of our Com

not tied up orf the issue.

not tied up fObjects of th limits at an

ns and financia

issued Equityt is lower than

issued 17,39,owth Fund CV

which equity s

s raised by wetails, please s

unable to obdversely affec

from time to tness for whichny of the reqcould be advness Approvafor the propos

not be able to

ess of our buswth strategy. ho are seekingof taking ordew client relatio

ctively manawe are unab

ce an adverseby large U.S

s. Further, if wion requireme

y affected.

been allottedsq meters at A

ment Board (Kt dated 28/02/

on in value t0. In the eves or levy a pe

aising resourllapur. We haring 57567 sq

r project coul

mpany.

r made any ar

for incremenhe Issue” begn appropriateal performan

y Shares unden the Issue Pr

130 equity shVCF V undershares were al

way of the Psee “Objects o

btain requiredcted.

time, require h we are requ

quired approvversely affecteals” beginninsed project ap

implement o

siness largely We plan to gg to fill volumers on a non-ponships may ge. We do noble to effectie impact on oS. and Europwe are unableents, our busi

d Land in PlApparel Park

KIADB) on le2/2011 betweeterms, per anent we do noenalty as fixed

rces to set uave been alloq. meters for

ld face time a

rrangements

tal working cginning on pe time. If we ce will be adv

er Pre-IPO plrice.

hares of ` 10/r Pre-IPO plallotted to CVC

Pre-IPO Placemof the Issue” o

d approvals

certain approuired to makvals or licensed. For furthg on page noppearing on p

ur business a

depends on grow relationme orders on permanent ba help grow ouot have previively manageour efforts to pean value re to secure neiness, financia

lot No. D-3, k Industrial Aase cum sale

en our Compannum startin

ot comply wid by Governm

up new manuotted land on total consid

4

and cost over

in respect of

capital requirpage no. 44 o are unable tversely affecte

lacement prio

/- at an issueacement priorCFL which is

ment shall bon page 44.

and licenses

ovals, licenseke applicationses, or renewer details ple

o. 208 and papage no. 217 &

and growth st

our ability tonships with e an ongoing basis. Providedur business, hous experiene long-term grow our buretailers mayew customersal condition a

D-4, A-3, A-Area, I Phase, arrangementany and KIADng from the tith the covenment of Karna

ufacturing unn plot no. D-3deration of `

r-run which c

incremental w

rement for prof this RHP. to tie up for ed.

or to the date

e price of ` 1r to the date o lower than th

e utilized tow

in timely ma

es, registrationns to the resp

wals thereof, ease see sectiaragraph w.r.t& 218 of this R

trategy accord

o effectively imexisting clientbasis. This wid that this strhowever, the

nce in filling hrelationships

usiness. Furthy limit our as in the futureand results of

-10, A-11, S-4, Doddaballat for a period DB we are rethird year fr

nant then KIAataka under th

nits at Appa3, D-4, A-3, A619.00 lacs b

Scott

could have an

working capi

roposed expa We shall ap working cap

of the Red H

115/- per equof the Red Hehe Issue Price

wards the ob

anner, our bu

ns and permipective statutin a timely mon titled “Gt Approvals/Red Herring P

ding to our cu

mplement andts and develoill reflect a chrategy is succy may also p

high volume s based on lher, lengthy qability to sece as a result of operations c

43, S-44 and apur by Karnad of ten years equired to exprom date of ADB may tahe applicable

arel Park IndA-10, A-11, Sby KIADB. T

ts Garments L

n adverse effe

tal requireme

ansion as statpproach our bpital requirem

Herring Prosp

uity share to erring Prospee.

bjects of the I

usiness and o

issions for unory body. If manner, or a

Government/ /CertificationProspectus.

urrent plans

d execute ourop relations

hange from oucessfully implprove to be di

orders on anlarge orders, qualification cure new vaf our not meeould be mate

S-45 (P) admataka Industr (10 years). Inport 100% oftaking posse

ake appropriae laws and reg

dustrial Area,S-43, S-44 andThis land wa

Limited

ect on the

ent for the

ted in the banks for ment, our

ectus at a

Emerging ectus. The

Issue. For

operations

ndertaking we fail to

at all, our Statutory /Licenses

r business with new ur current lemented, ifficult for

n on-going we may processes

alue retail eting such erially and

measuring rial Areas n terms of f the total ession i.e. ate action gulations.

, I Phase, d S-45 (P)

as initially

1

1

1

allotted oour Comp28/02/20thereafterdeed, the other cove

- The L- The L

of 80%of the

- The p- The L

respec- The L

allotte- The L

conce- Expor

taking

In the evemaybe coas fixed by

15. We have

Hatkananbasis for aour Compfor setting We have (KITTPL) Companyallotted toKITTPL opaying anfinalized Companycost over

16. We are dcontinue seriously

Our succeemployeemanage a

17. Our businour manuresults of

We presenunits 3 areoperating

n lease-cum-

pany (lessee) 11 for a revis

r, that is durin lessee shall penants includ

Lessee shall obLessee shall cr% of the emple local people personal officeLessee shall pct of the land

Lessee shall med in consultaLessee shall serned, such asrt 100% of theg possession.

ent, we are unsidered as ny Governmen

been allocangale Five Sta period of 5

pany. In the evg up the unit w

been allocate pursuant to

y and KITTPLo our Compaof the face van amount of at the time o

y, we shall beruns in the pr

ependent on to manage a impair the ab

ess largely dees. The loss ond expand th

ness is dependufacturing facf operations.

ntly have twe owned, 1 is

g risks, such a

sale basis for entered into sed period of ng the interrepay to the lessde:

btain the necereate maximuloyment to th in case of Grer appointed bprovide atlea allotted to yo

make arrangeation with Ecostart the inds Governmente total produ

unable to fulfinon compliannt of Karnatak

ated land byar Indl. Area years for thevent land is nwhich may le

ed 40,000 sq. o Share SubL and in termany on paymalue of `10/- `100.00 lacsof entering in required to iroject.

our managemand expand bbility to conti

epends on theof service of the business ef

dent on our mcilities may h

wenty one mans on lease cumas the breakd

r period of 6 a lease cum ten years (10

egnum betweesor yearly ren

essary clearanum possible adhe local peoploup C and D by the Lessee

ast one-persoou dependingement for rainology and Enustry after ot of India, Staction in value

il the conditionce and the leska affecting o

y KITTPL ata, Kagal – Die knitting andnot allotted tead to delay a

meters of lanbscription Ag

ms of letter dament of `500.

each and th as a non re

nto leave andidentify new

ment team fobusiness efficiinue to mana

e continued sthe senior mafficiently.

manufacturinhave a mater

nufacturing um sale and 17 down or failu

5

years vide alsale arrangem0 years). Duren the expirynt of ` 14,225/

nce from the Ddditional emple on an overa categories. e shall be a Kaon in each dig upon their qnwater harve

nvironment Dobtaining necate Governmee terms, per a

ons as specifissor may take

our Company

t A-1, Kagaist Kolhapur,d fabric proceo the Companand cost over

nd by Kagal Igreement (SSated 15/09/2000 lacs towa

he Company efundable depd license agre location for s

or success whiently. The lo

age and expan

services and anagement co

ng facilities. Trial adverse

units function are on lease ure of equipm

llotment lettement with KIAring the subs

y of the lease p/- and mainte

Department oployment oppall basis. How

annadia. isplaced famiqualification aesting and grepartment.

cessary licensent, Local Bodannum startin

ied in the agre appropriate operationally

l Industrial Maharashtr

essing unit. Thny, we shall b runs in the p

Industrial TeSA) dated 18012. In termsrds the allotmentering intoposit. The oteement. In thsetting up the

hose loss couoss of servic

nd the busines

performance ould seriousl

The loss of oreffect on our

nal at Karnatbasis. Our mament, power

Scott

er dated 25/0ADB (lessor) istence of theperiod and thenance charg

of Ecology andportunities anwever, the les

ily of the ersand suitabilityround water

ses/ clearancdies, and Statung from the t

reement and e action againy or financiall

Textile Techra to be takenhe said land be required toroject.

extiles Techno8/01/2012 e

s of the same,ment of 50,0

o a leave andther terms anhe event lande unit which

uld seriously ce of the seniss efficiently.

of our manaly impair the

r shutdown ofr business, fin

taka and Tamanufacturing supply or p

ts Garments L

03/2010. Subs vide agreeme lease periodhe execution oges of ` 1,06,68

d Environmennd provide a mssee shall emp

stwhile landoy to the post. recharging in

ces/approval utory Bodies third year fro

the allotmennst us or levy

ly or both.

hnology Parkn on leave an is yet to be ao identify new

ology Park (Pexecuted betw, the said land0,000 equity

d license agrend conditionsd is not allottmay lead to d

impair our aior managem

agement and e ability to co

of operations nancial cond

mil Nadu. Ou facilities are

processes, per

Limited

sequently, ment dated d and also of the sale 88/-. The

nt. minimum ploy 100%

owners in n the plot

from the etc.

om date of

nt letter, it a penalty

k, Kagal-nd license

allotted to w location

P) Limited ween our d shall be shares of

eement by s shall be ted to the delay and

ability to ment could

other key ontinue to

at any of dition and

ut of total subject to rformance

1

1

2

below expavailabilitaccidents Due to enprinting aand dyeincomplyinfinancialsnot occur any disru

18. We had Registrar was alrea

another aof the Corefused onwhich ma We had mand 26 o19/12/20Act, 1999 services. I

our new lrefused onwhich ma

19. We may n We have concessionscheme, wpayment 15580.30 l

20. We have eof the samtransactioprospects. Our Promequity shaentered inWe have erelated paKMP, `19with AssoWhile we

pected levelsty of service and the need

nvironmental and dyeing unng units at Tg with the c of the Comp in future. Ouption of oper

made an ap of Trade Maady on the re

application dampany. In can any groundsay affect the b

made an applof the Trade 08 objecting t because simIn view of thi

logo . n any ground

ay affect the b

not be able to

obtained licn given on th

we are requireof waived du

lacs.

entered into rme please refeons will not h.

moter, Directoares held by tnto between oentered and marty transactio98.00 lacs towociate Compa believe that a

s of output oes of our exd to comply w

concerns thenits located a

Tirupur from conditions of

pany to a certur business, fations at our

pplication daarks, Chennaiecord of the r

ated 08/06/20ase our new ts by the Regis

business.

lication dated Marks Act the applicatio

milar trademars, we have fil

In case our nds by the Regibusiness.

fulfil our exp

censes under he duty levieed to export guty alongwit

related partyer to “Prominhave an adve

ors and Key them or their

our Companymay continueon was `5430

wards remuneanies. The deall our related

or efficiency, ternal contra

with the direct

Hon’ble Higat Tirupur. ThFebruary 201f Tamil Nadtain extent. Nfinancial cond facilities, incl

ated 26/11/20i under sectioregistrar for t

12 with our ntrademark is strar of Trad

d 26/11/20071999. The R

on on the relark is already led a new app

new trademaristrar of Trad

port obligatio

Export Promed by the Gogoods of a deth the interes

transaction nent Notes” aerse effect on

Managementr friends and y and themsele to enter into2.50 lacs of weration to KMtails of the sad party transa

6

obsolescenceactors, earthqtives of releva

gh Court of Tahis order led 11 to August

du Pollution No assurance dition and resluding due to

007 for registon 11 of the Tthe same/ sim

new logo not registeree Marks it m

7 for registratiRegistrar of Tative ground on the recorplication vide

rk is not regide Marks it m

ons.

motion Capitovernment. Aefined amounst and penalty

aggregating tappearing on p our business,

t Personnel m relatives. Oulves as well as

o related partywhich `48040.0MP and the bame are appeactions have b

e, labour dispquakes and ant governme

amil Nadu pato the tempo

t 2011- Our uControl Boa

can be givensults of opera

o any of the fa

tration of Trade Mark Amilar goods/ s

. The sameed in the namay be suscept

ion of our logTrade Markss of refusal ud of the regi application d

stered in the may be suscept

tal Goods ScAs per the licent within eighy. As on 31/

to ` 54302.50 page no.10. T

s, financial co

maybe deemeur Promoter ms between ouy transactions00 lacs pertainbalance of `6earing on pagbeen conduct

Scott

putes, strikesother natura

ent and judici

assed an ordeorary shutdowunits re-commard. The saidn that such cloations may beactors mention

whichAct, 1999 becaservices. Ther

e is yet to be me of the comtible to be use

go under the s, Chennai isunder sectionstrar for the dated 08/06/

name of comtible to be use

cheme (EPCGensing requir

ht years failin/10/2012 our

lacs during FThere can be nonditions, res

ed to be intermaybe interesr Company as. During F.Yns to Corpora064.50 lacs pge no.10 undeed on arm’s l

ts Garments L

s, lock-outs, cal disasters, al authorities

er to shut dowwn of our twomenced the ad closure affosure/shut de adversely afned above.

h was refuseause similar trefore, we ha

registered in mpany and thed by any thi

class 18, 22, ssued an ord

n 11 of the Trsame/ simila2012 for regis

mpany and thed by any thi

G) to benefit rement underg which it ma export oblig

FY 2011-12. Fno assurance sults of opera

rested to the sted in the traand our Group.2011-12, the ate Guarantee

pertains to traer “Prominenlength basis, w

Limited

continued industrial

s.

wn all the o printing ctivity on

fected the down may ffected by

ed by The trademark ve moved

the name he same is rd parties

23, 24, 25 der dated ade Mark ar goods/ stration of

he same is ird parties

from the r the said ay lead to

gation is `

For details that such

ations and

extent of ansactions p Entities. aggregate e given by ansactions nt Notes”. we cannot

2

2

2

2

2

assure youunrelatedbusiness,

21. Some of ocompanie Our group

Sr. No.

Na

1. Sc2. Sc3. Sc4. Sc

Lim5. GF

Lim6. Co8. Sc9. Sc10. Sc11. Sc12. Inm

22. We have

rule out th We have and Marcpossibilityrequired t

23. There are which ammay limit We have towards agreementhe Compundertaki

24. Our inabiprofitabil Advancemmanufacturespond tadversely

25. We may b India has detailed p

u that we cou parties. Thefinancial con

our group comes could result

p companies

ame of the com

otts Fashioncotts Plantatiootts Metals anotts Infrastrumited FI Infrastrumited oppers Coin Rotts Apparelsotts Fashionsotts Wears Protts Knits Primark Retail P

experienced nhe possibility

reported negch 31, 2008 ty of such negto arrange the

restrictive comong other thit Company’s

entered intolong term b

nts with the Bpany to obtaiing of new pr

ility to upgrality

ment in techuring facilitieto such techny affecting our

be subject to i

stringent laboprocedures f

uld have achire can be no ditions, resul

mpanies have t in reduction

which have m

mpany

citi India Limions Private Limnd Mines Priv

ucture and De

ucture Deve

Realty Privates Private Limis Private Limirivate Limitedvate Limited

Private Limite

negative Opey of such nega

gative cash floto the tune ogative cash fle funds at a co

ovenants in things, require t discretion in

o various loaborrowings aBanks/ Instituin prior perm

roject etc. whi

de to the late

hnology may es so as to co

nological advar profits.

industrial unr

our legislatiofor dispute r

ieved more fa assurance thts of operatio

made losses n of reputatio

made losses in

ited mited vate Limited evelopment P

elopment P

e Limited ited ited d ed

erating Cash Fative cash flow

ow from operof ` 5.90 lacslows in futurost to meet th

he agreementsthe Company these matters

an agreementand workingutions from wmission fromich may limit

est technology

require us tompete with oancement in a

rest, slowdow

n that protectresolution an

7

avourable termhat such tranons and prosp

in past threen of our Com

n past 3 finan

2009

(0.53(93.7

(0.41Private (0.18

Private (0.05

(0.33(0.17(0.21(0.25(0.26(0.25

Flow in the Fws in future.

rating activitis and ` 1,08re. In the evehe shortfall.

s with the Bay to obtain prs.

ts with Canag capital faciwhom we hav

m them for ch Company’s d

y may advers

to make addour various ca timely man

wns and incre

ts the interestnd employee

ms had such

nsactions will pects

e financial yempany.

ncial years are

-10 2

3) 74) 1) 8)

5)

3) 7) 1) 5) 6) 5)

Financial Yea

ies for the fin0.30 lacs res

ent of negativ

anks/Institutirior permissio

ara Bank, EXility. There ave borrowed,hange in Mandiscretion in t

ely affect our

ditional capitcompetitors. Inner, we may

eased employe

ts of workers, removal an

Scott

transactions b not have an

ears. Any prol

e tabulated be

2010-11

(0.47) (63.07) (0.11) (0.25)

(0.27)

(0.26) (0.15) (0.18) (0.18) (0.20) (7.16)

ar 2010-11 an

nancial year epectively and

ve cash flow,

ions from whon from them

XIM Bank andare restrictiv, which amonnagement, dethese matters

r growth, mar

tal expendituIn the event ty lose our com

ee cost

, including legd legislation

ts Garments L

been entered n adverse effe

longed losses

elow:

2011-12

(0N

(0(0

(0

(0(0(0(0(0

(89

nd 2007-08 an

ending Marchd cannot rul the Compan

om we have b for certain a

d State Bankve covenants ng other thingeclaring divid.

rket position

ure for upgrathat we are nmpetitive edg

gislation that n that impose

Limited

into with ect on our

s by group

(` in lacs)

0.05) N.A. 0.11) 0.14)

0.06)

0.15) 0.22) 0.27) 0.19) 0.37) 9.39)

nd cannot

h 31, 2011 e out the

ny will be

borrowed, acts which

k of India in these gs require dend and

and

ading our not able to ge thereby

sets forth es certain

2

E

2

2

2

3

3

financial employeewe cannowe experimay expe

26. Inability Company We procuwith the dto fashionhamper o

EXTERNAL R

27. Disruptio

Our CommanufactuIndian truadverse eproducts prices, ma

28. Industry i

adversely

Our indumaterial c

29. Competitiposition a We face cwe operatadverselyand unorgand existigreater re

30. Environm

We, like oand regulhazardouand regulcomplianchealth andare dispos

31. A slowdooperation

Our perfoIndian eco

obligations

es also have at assure you ience unrest orience increas

to visualize ty.

ure order fromdynamics andn industry andur growth pr

RISK FACTO

on in services

mpany is depuring units anuckers’ unioneffect on our to our custom

ay lead to the

is prone to frey impact our f

ustry is pronechanges in the

ion from othand our profit

competition frte that may a

y affect our prganized marking players cosources and h

mental regulat

other producelations concers waste handlations are incce or remedid safety regulsed of either o

own in econons and financi

ormance andonomy. Ther

on employe

a right to estathat they wil

or slowdownssed wage cos

the dynamic a

m different cud changing tred any inabilitospects.

ORS

of third party

pendent on thnd delivery ons have taken timely receimers on time increase in th

equent changfinancials

e to changes e duty structu

her domestic tability

rom other exiadversely afferofitability. Wkets. We expeonsolidating hence the abil

tion imposes

ers, are subjecrning issues s

dling and dispcreasingly beiation liabilitilations or cleaon or off-site,

mic growth iial condition

the quality e have been

ers during eablish trade ul not unionizs, it may becots and emplo

and changing

ustomers on end of fashionty on our part

y transport pr

hird-party trof our producn place in thipt of suppliee, thereby adhe transporta

ges in governm

in governmeure may adve

producers /

isting domestect our comp

We also face coect competitiotheir positionlity to compet

additional co

ct to various csuch as damaposal, and theecoming strinies and costsan up liability regardless of

in India coul

and growth periods of sl

8

employment unions. Althouze in the futurome difficult foyee numbers

g trend of fash

the merit of n industry. Wt to understan

roviders may

ransport provcts to our custhe past, and es of raw ma

dversely impaation cost resu

ment policies,

ent policies inersely impact

/ unorganized

tic producerspetitive positiompetition foon could increns. Some of ote more effect

osts and may

central, state age caused bye investigation

ngent and mas. These lawsy on generatof fault or the l

ld materially

of our businowdown in t

and upon r

ugh our empre. If some orfor us to main resulting an

hion may ham

our design anWe are subjectnd the prevai

y affect our bu

viders for thtomers. Transcould take paterials and acting our buulting in an im

any materia

n respect of tour financials

d sector may

s and potentiaion. Loss of m

or customers fease with newour competitotively.

affect the res

and local envy air emissionn and remediy in the futurs can imposeors of hazardolegality of the

y and adverse

ness are depethe economic

Scott

retrenchmentployees are nor all of our emntain flexible impact on ou

mper the dem

nd quality wt to uncertainling trend of

usiness operat

he supply of sport strikes bplace in futurour ability to

usiness. Furthmpact on our p

l changes in t

taxes, levies, s.

y adversely a

al entrants tomarket share from other pl

w entrants comors may have

sults of our op

vironmental, ns, wastewateiation of contre create sub

e liability forous waste ande disposal acti

ely affect the

endent on thec growth of In

ts Garments L

t. Under Indot currently u

mployees uniolabour policie

ur financials.

mand and grow

which are syncnties that are a

our target ma

tions

raw materiaby members ore, thereby cao deliver our

her, any increprofitability.

the duty struc

and excise d

affect our co

the industry and competlayers in the oming into this access to sig

perations

health and sar discharges, tamination. Tstantial envir non-compliad other substaivities.

Company’s

e health of thndia during t

Limited

dian law, unionized, onize or if es and we

wth of the

chronized associated arket may

als to our of various ausing an r finished ease in oil

cture may

duty. Any

ompetitive

y in which ition may organized s industry

gnificantly

afety laws solid and

These laws ronmental ance with ances that

results of

he overall the 1990s.

3

3

3

3

3

The Indiaquality ofslowdownslowdown

32. Changes iadversely

The markin India. Fa detrimerecent yeapolicies aIndian Goeconomy that liberderegulatresults of

33. Global ec

negatively

External fof the worThese geofinancial mand negat

34. Natural c India has years. Theimpact of our Equity

35. Any down

impact on

Any dowagencies mterms on obtain finadverse ef

36. The price not develo

The priceincluding

- V- O- Pe- A- C

C- Si

n economy isf rainfall durns have harmn in the India

in Indian Goy impact our r

ket price and lFor example, ental effect onars sought to

and undertakovernments. Has producersalization polion policies c operations an

conomic, polity affect the st

factors such arld could con

opolitical, socmarkets and etively affect o

calamities cou

experienced e extent and s natural disasy Shares.

ngrade of Indn our results o

wngrade of Inmay adverselwhich such

nancing to fuffect on our re

of our Equityop.

e of our Equig: Volatility in InOur results of

erformance oAdverse mediaChanges in thCompany;

ignificant dev

s also largely ring the mon

med manufactan economy co

overnment poresults of oper

liquidity of th rising interesn the Indian o implement een initiativesHowever, thes, consumers icies will concould adversnd financial c

tical and socitock price.

as potential tenstrain our abial and econoeconomy, and

our stock price

uld have a neg

natural calamseverity of thsters on the In

dia’s sovereigof operations

ndia’s credit rly impact ouradditional fin

und its growtesults of oper

y Shares may

ity Shares on

ndian and globoperations an

of the competia reports, if anhe estimates

velopment in

driven by the

nsoon season turing industould harm ou

olicies could rations and fi

he equity shast rates, increaeconomy in geconomic refs that continue roles of the I and regulatontinue in thesely affect bucondition in p

ial condition

errorist attackbility to do buomic conditiond such volatile.

gative impact

mities such ahese natural dndian econom

gn debt ratin and financia

rating for Ind ability to rainancing is avth on favourarations and fin

y be highly vo

n the Indian

bal securities nd performanitors; ny, on SGL orof our perfo

India’s econo

9

e performance and is theretries includinur results of o

adversely afffinancial cond

ares, may be aases in taxatiogeneral and uorms, and th

ue the economIndian Gover

ors have remae future. Any

usiness and eparticular.

s may harm o

ks, acts of warusiness, increans could resulity could con

t on the India

as earthquakedisasters has amy could adve

ng by an inteal condition

dian domesticse additional

vailable. Thisable terms ornancial condi

olatile, or an

Stock Exchan

market; nce;

r the Industryormance or r

omic liberaliz

e of the agricuefore difficult

ng the industrperations and

ffect economidition

affected by Inon or the creaus in particul

he current Indmic liberalizarnment and thained significy significant conomic con

our ability to

r or geopoliticase its costs anult in increasenstrain its abil

an economy a

es, tsunami, fan impact on ersely affect t

ernational ra

c and interna financing an could have r at all and, ition.

active tradin

nge may fluc

y; recommendat

ation and de-

Scott

ulture sector, t to predict. ry to which wd financial con

c conditions

ndian Governation of new rlar. The India

dian Governmation policieshe State Govecant and therchange in su

nditions in In

o do business,

cal and socialnd negatively

ed volatility inlity to do bus

and cause the

floods and dr the Indian ec

the business a

ting agency c

ational debt bnd the interest

an adverse eas a result,

ng market for

ctuate as a re

tions by fina

-regulation po

ts Garments L

which depenIn the past,

we belong. Andition.

in India, an

nment‘s policyregulations coan Governmement has imps pursued byernments in tre can be no uch liberaliza

ndia generally

, increase its

turmoil in my affect our stn India and winess, increas

business to s

rought in theconomy. Any

and the marke

could have a

by internationt rates and coeffect on our could have a

r its equity sh

esult of sever

ancial analyst

olicies; and

Limited

nds on the economic

Any future

nd thereby

y changes ould have ent has in plemented previous the Indian assurance ation and y and our

costs and

many parts tock price.

worldwide se its costs

uffer.

e past few y negative et price of

a negative

nal rating ommercial ability to a material

hares may

ral factors

ts on our

- Si- G- D

There canafter this the prices Prominen

1. The

31/

2. Boomon

3. The

4. On ` 10prem

5. InvePro

6. ExcPro

7. Thefive

Particu

Remunmanag

Guarankey personLoans associa

Investmassocia

Sale oAssoci

Sale of

Receivassocia

8. Pres

Limat 3

9. Invepertthis

ignificant dev

General markeDomestic and n be no assurIssue or the p

s at which the

nt Notes

e net worth of10/2012 is ` 2

ok value per enths period en

e average cost

26/12/2012 o0 each to Ememium of `105

estors are adspectus befor

cept as mentiospectus, we h

e details of rele financial yea

ulars

neration to gerial personn

ntees Givenmanag

nnel given ate companie

ments madeates

of investmentiates

f Garments

vable from ates

sently we domited to whom

1/10/2012 an

estors are fretaining to this

s Red Herring

velopment in et conditions; international ance that an

price at which Equity Share

f SGL as per i24,323.38 lacs

equity share nded on 31/1

t of acquisitio

our Companyerging India G5.00 per Equit

vised to referre making an

oned in the sehave not issue

lated party trar is hereunde

31Octo

20key

nel 1

n by gerial

480

to s

1

e in 6

ts in

12

9

o not have bum our Compand ` 319.80 la

ee to contact ts Issue. For co

g Prospectus.

India’s Fiscal and economic, le active tradinh the Equity Ses of our Com

its audited res and as on 31

of the Comp10/2012 is `90

on of the equit

y has, by wayGrowth Fundty Share

r the paragra investment in

ections titled “ed any Equity

ransactions foer:

1st ober

012

31st 2

115.00

040.00 4

160.20

676.00

-

299.30

979.20

usiness intereany has madeacs in F.Y.2011

the BRLM anontact details

10

l and environ

gal and regulng market forShares of our

mpany will tra

estated financ1/03/2012 is `

pany as per it0.98 and as a

ty Shares of `

y of a Pre-IPOd CVCF V, for

aph on “Basisn the Issue.

“Capital Struy Shares in the

or seven mont

March 2012

31s

198.00

8040.00 4

-

3008.70

2413.70

319.80

322.30

est in our groe sale of ready1-12.

nd Co-BRLM s of the BRLM

nmental regul

latory factors r our equity s Company arade in the mar

cial statement` 22784.25 lac

ts audited resat 31/03/2012

` 10 each by th

O Placement, r an aggregate

s of Issue Pric

ucture” beginne last twelve m

ths period en

stMarch 2011

31s

198.00

45030.00 2

162.00

1.00

-

-

-

oup companieymade garme

for any comM and Co-BRL

Scott

ations.

unrelated to shares will dee initially tradrket subseque

t for seven mocs.

stated financi2 is ` 85.22/-

he Promoter i

allotted 17,39e consideratio

ce” on page 6

ning on page months.

nded on 31/10

stMarch 2010

31s

198.00

20530.00

-

1.00

-

-

-

es except for ents aggregati

mplaints, clarifLM, please ref

ts Garments L

our performaevelop or be ded will correent to this Iss

onths period

ial statement

is ` 1.46 per sh

9,130 Equity on of `1999.99

64 of this Red

34 of this Red

0/2012 and fo

(` In lac

st March 2009

31

144.00

6760.00

-

1.00

-

-

-

Inmark Retaing to ` 1299

fication or inffer to the cove

Limited

ance. sustained espond to ue.

ended on

for seven

hare

Shares of 9 lacs, at a

d Herring

d Herring

or the last

cs) 1st March

2008

144.00

4660.00

-

1.00

-

-

-

ail Private .30 lacs as

formation er page of

10. All

inveinve

11. In a

andof th

12. For beg

13. The

is a anyentiwith

14. The

information estors at largeestors in any

addition to thd keep the puhe shares issu

interest of pginning on pag

ere are no fina promoter of

y other personity during theh the Board.

ere has been n

shall be made and no selemanner what

he BRLM andblic informed

ued through t

promoter/direge no. 153 of

ancing arrangthe issuer, th

n of securitiese period of s

no change in t

de available bective or addittsoever.

d Co-BRLM, td about any mthis issue.

ectors, pleasethis Red Herr

gements wherhe directors ofs of the issuerix months im

the name of th

11

by the BRLM,tional inform

the Companymaterial chang

e refer to thering Prospect

reby the promf the issuers ar other than i

mmediately pr

he issuer com

, Co-BRLM a

mation would

y shall be obliges till listing

section titledtus.

moter group, tand their relatin the normalreceding the

mpany during

Scott

nd the Compbe available o

iged to updatg and trading

d “Promoters

the directors otives have finl course of bu date of filing

g the last three

ts Garments L

pany to the ponly to a sect

te the Offer Dg commences

s and its Bac

of the Compananced the puusiness of the g draft offer d

e years

Limited

public and tion of the

Document in respect

kground”

any which urchase by financing document

The informmaterials aManager omay be inc

Overview

In the yeatextile andexports ofcent growtop ten wsame as inworld expmajor mar(Source: W

Overview Indian texGross Domillion pgeneratedbillion froUS$ 26.82available 11. During thApparel aexports batextiles, mIndia’s tecountries.other majTurkey, P (Source: A In the posof growinsourcing/options ovaried, wsophisticathe larges

mation in this and sources of or their respectconsistent with

w of the Glob

ar 2011, the gld clothing inf textiles and

wth or more. Bas recorded bn 2010. Chinaports of textilrkets for cloth

WTO – Interna

w of Indian T

xtile industryomestic Produpeople whichd USD 55 Billom exports. E2 billion in 20data covering

he year 2010and cotton teasket compri

man-made fibextiles produc. However, thor export des

Pakistan, Braz

Annual Repor

st-quota periong interest in/liaison officeof increasing

ith the hand-ated mill sectst section of

section is der information. Itive legal advish information a

al Textile Ind

lobal trade in dustry accou clothing greBangladesh rby the Uniteda was the leadles and 37 pehing, accounttional Trade S

extile Indust

y contributes uct (GDP), 17

h includes suion in 2008-0

Exports of Tex10-11. In the g April-Octob

0-11, Readymextiles produse a wide ran

bre textiles, wcts, includinghe USA and

stinations are zil, Hong Kon

rt 2011-12 of M

od, India has n the Indian e in India. Ctheir sourcin

-spun and hantor at the oth textiles secto

SECTION II

rived from a cIt has not been ors, and no rep

available or com

SUMMARY

dustry

textile and clunted for USD

w by 17 per recorded the h States with 1

ding exporter er cent in clotting for 45 pertatistics, 2012)

ry

about 14 per7 per cent toubstantial nu09 bifurcated xtiles & Clothfinancial yea

ber, 2011, has

made Garmenucts together nge of items i

wool and woog handlooms the EU, acco China, U.A.E

ng, Canada, Eg

Ministry of Te

emerged as a textile and

Commercially,ng from the Ind-woven se

her. The decenor. The close

12

PART I

I – INTRODU

combination of independentlypresentation ismpiled from oth

Y OF THE IND

lothing indusD 15.0 billioncent in 2011. highest increa13 per cent. Th of textiles anthing. The Eur cent and 21 ).

cent to Induo export earnumber of SC/

as USD 33.4 bhing grew to r i.e. 2011-12,

s grown by 28

nts account fo contribute nincluding rea

olen products and handicrount for abouE., Sri Lanka, Sgypt etc.

extile)

a major sourciclothing sect, the buoyanndian markector at one enntralized powe linkage of

UCTION

f various officy verified by ths made as to theher sources.

DUSTRY

stry was at USn and USD 14 The top ten ase (27 per cehe order for t

nd clothing inuropean Unioper cent resp

ustrial Producnings and pro/ST and wobillion from dUS$ 22.41 bil, exports of te8.94% over th

or almost 40nearly 70% oadymade garm, silk, jute anrafts, are exput two-thirdsSaudi Arabia

ing destinatiotor a numbe

nt retailers acets. The Indiand of the specwer looms/hothe Industry

Scotts Ga

cial and unoffihe Company, the accuracy of t

SD 706 billion4.40 billion rexporters eacent) while thethe top ten exn 2011 with a on and the Uectively of wo

ction, 4 per ceovides direct omen. Textiledomestic marllion in 2009-1extiles and clohe correspond

0% of the totf the total tements, cotton

nd handicraftsported to mos of India’s tea, Republic of

on for new buer of buyers cross the woran textiles indctrum, and thosiery and kn to agricultu

arments Limi

icial publicly ahe Book Runnithis information

n. Exports by respectively. ch registered e lowest amo

xporters rema32 per cent shnited States aorld imports.

ent to the cou employmente & Clothingrket and US $10 and has toothing, as per

ding period o

tal textiles exextiles exportn textiles, hans including c

ore than a huextiles export Korea, Bangl

uyers. As a mhave openedrld are lookidustry is extrhe capital intenitting sector

ure and the a

ited

available ing Lead n, which

Indian World

13 per ong the ins the hare in are the

untry’s t to 35 g sales $ 21.60 ouched r latest f 2010-

xports. ts. The

ndloom arpets.

undred ts. The ladesh,

measure d their ing for remely ensive,

rs form ancient

cultures, aindustry products

Global ex • Globa

margiUS$ 1

• As pe7088.7of ove

• EU wthe ye

• US wMarch

• UAE w (Sourc

The major- Organ- Man-m- Wool - Sericu- Jute a- Textil(Source: A

Indian Te The textilyarn andincluding India’s texlargest cothe Plannenvisagesagainst ofand basedUS$ 52 badditionatextiles inaccounts ffor nearly Union Bu • Stand

textile

and traditionof other counsuitable to th

xports of Rea

al exports of inal decrease

10.63 Billion iner latest availa74 million as er 28.60% in U

was the biggesear ending Maas the secondh,11, recordinwas the third

ce: Annual Re

r sub-sectors nized Cotton/made Fibre/ and Woollen

ulture and Silkand Jute Textiles Exports

Annual Report 2

extile Exports

le export bask fabrics, woo

g handlooms a

xtiles and clontributing secing Commiss

s India’s expof US$ 55 billiod on historic billion by theal jobs has beendustry is peg

for 14% of iny 12% share of

udget 2012-13

dard rate of Ces covered un

s of the countntries. This ae different ma

dy Made Gar

RMG during to USD 10.0n 2010-11. able statisticsagainst USD

US$ terms thist destinationarch, 2011, re

d biggest destng a growth od biggest desti

eport 2011-12

that compris/ Man-Made Filament Yarn Textiles Induk Textiles Indles Industry,

2009-10, Mini

s

ket consists ool and silk fand handicraf

othing industrctors of India

sion on boostiorts of Textileson envisaged growth rate o

e end of XI Pen proposed

gged at US$ 55ndustrial prodf the country’

3 Highlights

Central Excisnder Tariff he

try make the also providesarket segmen

rments (RMG

g 2008-09 we6 billion duri

s, exports of R5512.15 millios year.

n for RMG execording a grotination for R

of 7.29% over ination with o

2 of Ministry o

se the textiles Fibre Textilesrn Industry, ustry, dustry, and

istry of Textile

of wide rangefabrics, madefts, are export

ry is one of tha’s exports woing India’s mas and Clothin in the Reportof 10% (CAGPlan. An expwith a CAGR5 billion, 64%duction, whic’s total export

se duty has bading 5204 to

13

Indian textiles the industrynts, both withi

G)

ere of the oring 2009-10. H

RMG during Aon during the

xports, with oowth of over 1RMG, with exthe last finanover a billion

of Textiles)

sector includs Mill Industr

es)

e of items coe-ups and vated to more th

he mainstays orldwide. Theanufacturing

ng at US$ 32.3t of Working

GR), a businesport target ofR of 15% duri

% of which serch is 4% of Gts basket.

been increaseo 5212 increas

e sector uniquy with the cain and outsid

der of USD However, exp

April- Octobee same period

over USD 5.3 1% compared

xports of USDncial year.

dollar worth

de the ry,

ontaining cottariety of garmhan a hundre

of the natione report of the exports durin

35 billion by thGroup on Te

ss as usual apf US$ 65 billing the XII Plrvices domestDP; employs

ed from 10% sed from 4% t

Scotts Ga

ue in compariapacity to pr

de the country

10.38 billion,ports of RMG

er, 2011 was od last year, ind

billion worthd to exports inD 2.85 billion

h of exports to

ton yarn and ments. India

ed countries.

nal economy. e Working Grng 12th Five Yhe end of XIthxtiles for the

pproach, will lion and crealan. At currentic demand. T 35 million p

to 12%. Excio 6%.

arments Limi

ison with the roduce a vary.

, which recorG grew by 5.6

of the order odicating an in

h of exports dn 2009-10. for the year e

o that group.

fabrics, mana’s textile pro

It is also oneroup constituYear Plan (20h Five Year pXIth Five Yea result in expation of 25 mnt prices the

The textiles inpeople and ac

ise duty on C

ited

textile iety of

rded a 60% to

of USD ncrease

during

ending

n-made oducts,

e of the uted by 012-17), plan, as ar Plan

ports of million Indian

ndustry ccounts

Cotton

• Autom• Autom

duty. • Secon• Basic • Basic • Aram

custom• Finan

coope• Two m

and a• Three

provi• ` 500

Regio• A pow

crore.• Excise

Retailincide

Growth P The ConfeUSD 100 USD 33.4

matic shuttlelmatic silk ree

nd hand mach customs duty customs duty

mid yarn and ms duty.

ncial package erative societimore mega hnother for Go

e Weaver’s Sding technica crore pilot sc

on. werloom meg. e duty of 10%l Sales Price. Aence of duty a

Prospects for

ederation of billion by yea billion from d

less looms fuleling and pro

hinery to attray on wool way on Titaniumfabric used f

of ` 3,884 cies. handloom cluodda and neigervice Centre

al support to pcheme announ

ga cluster to b

% is applicabAlong with inas a percentag

Indian Textil

Indian Textilar 2015. Textdomestic mar

lly exempted ocessing mach

act basic dutyaste and wool m dioxide redufor the manuf

crore announc

usters, one to ghbouring dises one each poor handloonced for prom

be set up in Ic

ble to brandencrease in duge of the Reta

le and Clothi

le Industry enile & Clothinrket and US $

14

from basic cuhinery as we

y of 7.5%. tops reduceduced from 10facture of bul

ced for waiv

cover Prakasstricts in Jharin Mizoram,

om weavers. motion and ap

chalkaranji in

d readymadeuty to 12% theail Sales price

ing Industry

nvisages the ng sales gener$ 21.6 billion f

ustoms duty oell as its part

d from 15% to0% to 7.5%. llet proof hel

ver of loans o

sam and Gunrkhand to be s Nagaland a

pplication of

Maharashtra

e garments we abatement e would come

Indian Textilrated USD 55from exports.

Scotts Ga

of 5%. ts exempted f

o 5%.

lmets exempt

of handloom

ntur districts set up. and Jharkhan

Geotextiles in

a with a budg

with abatemenenhanced to 7 down from 4

le and Clothi5 Billion in 20

arments Limi

from basic cu

ted fully from

weavers and

in Andhra Pr

nd to be set

n the North E

get allocation

nt of 55% fro70%. As a resu4.5% to 3.6%.

ing market to008-09 bifurca

ited

ustoms

m basic

d their

radesh

up for

Eastern

of ` 70

om the ult, the

o reach ated as

WhpG FassaapcC DlaraFG C

Wtt

We are a Comhave domain printing, dyeiGarments (RM

From a modesand has in couschedules in tspanning variassurance proand exporter product devecustomers. DCompany man

During Septemong term ba

amounting to regarding timaccordance wForeign TradGovernment o

Competitive S

We are into ththe following to-wear fashio

1. Multi

variedsweatthat osourcfrom businrequir

2. StrongextensindusPersomanurelatioteam provi

Our ethe Cand e

mpany with st expertise in ing and washMG).

st beginning urse of time ethe export maious aspects oocesses involv of readymad

elopment, desuring F.Y. 20nufactured 18

mber 2012, Cank facilities ` 227.40 cror

mely servicingwith the provde. We are aof India, Mini

Strengths

he business of competitive on apparel bu

iple Product Cd and expandts, jerseys andour broad rane most of theexisting custo

ness model anrements.

g Managemesive experien

stry and we hnnel are larg

ufacturing faonships. In aand skilled wde us with de

emphasis on company, whixpand our pr

tate of the artproviding sa

hing. Presently

involving takestablished a sarket. Our opof the appareved in producde garments sign studio a011-12, we ex80.80 lacs piec

Credit Analysamounting t

res. The instrug of financialisions of For

also a registeistry of Textil

f manufacturistrengths to

usiness house

Capability: Wding requiremd woven trou

nge of appareeir product caomers, as we

nd product di

ent Team: Wnce in the aphave successfugely responsibacilities, devddition to ou

work force comepth needed t

creating and ich we believroduct offerin

BUSINES

t facilities for ampling and y, we are larg

king up job wstatus for pro

perations and el production cing readyma with modernd efficient sxported our ces for woven

sis & Researcto ` 229.70 cuments with Cl obligations. reign Trade Pered memberles).

ing readymadmaintain and. Our princip

We have devements of ourusers (cotton el products anategories from

ell as address iversification

We benefit fropparel industrully implemenble for succesveloping newur senior manmprising of dto manage ou

sharing valueve to be an imngs.

15

SS OVERVIE

manufacturindesign and h

gely engaged

works, SGL staoduction of qu facilities ena chain, from ade apparels.rn manufactusampling infrreadymade

n and knitted

h Limited (Ccrores and CCARE BBB an We have bePolicy 2009-1r of Apparel

de garments fd enhance oual competitiv

eloped a rang customers. O and denim) nd hi fashion m a single ve a larger base provides our

om the leadery. Our Promnted expansiossful executiow customer nagement teadesigners, tail

ur growth.

e have not onmportant com

EW

ng the hi-fashhave addition in manufactu

arted explorinuality garmenble us to manmanaging th. SGL is one ouring facilitierastructure toapparel amo garments in

CARE) has assCARE A3+ tond A3+ ratingeen accorded 4 by Office ol Export Pro

for last two dr position as

ve strengths ar

ge of product Our product for both gen garment exp

endor and enae of potential r customer O

rship of our moter has adon projects inon of our gro base and

am, we believlors, merchan

nly retained bmpetitive adva

Scotts Ga

hion Ready Mnal facilities suring and exp

ng the markents and depennufacture reae design to dof the compe

es, fully backo provide qu

ounting to ` F.Y.2011-12.

signed CAREo our short tg have moder the status ofof the Joint D

omotion Coun

decades. We b a leading mure hereunder

offerings in o offerings inc

nders across aperience allowables us to ex new custom

One Stop Solu

managemenequate exper

n the past. Ouowth strategy

strengthenive that our mndisers and m

but attracted pantage as we

arments Limi

Made Garmenuch as embroport of Ready

et for direct exndability in dedymade appa

delivery and qetitive manufaked by facilituality services

45,741.38 lac

E BBB rating term bank farate degree off Trading HoDirector Genncil (sponsor

believe that wulti- product :-

order to addreclude woven,all ages. We bws our customxpand our bu

mers. We belieution for all a

nt team, whicrience in the ur Key Managy by expandining our cus

middle managmarketing per

people to be p enter new m

ited

nts. We oidery, y Made

xports, elivery arel by quality acturer ties for s to its cs. Our

to our acilities f safety ouse in eral of red by

we have ready-

ess the , knits, believe mers to usiness eve our apparel

ch has textile gement ng our stomer

gement rsonnel

part of markets

3. Relatwell aRhodmulti and SstrongBest S

We belong customincrea

4. We prus to equipenabland cwhich

5. StringThereQualihas a

6. DesigBangainformstudioextensvisit fteam interngarmepurpoenablcustomsugge

7. Sampdevelwell eWe hsampapprovarietonly ato difgarme

8. Stratefacilitare loour u

tionship withas higher-endie Suppliers, product offerSELECTED. Wg relationshipSeller, who is

elieve that ouperiods enabmers. We servases their loya

roduce produproduce qual

pment, benefiing us to demconsistently hh has resulted

gent quality che are quality ity control me well-equippe

gning Capabilalore with Qmation systemos are equipsively to our fashion show

come out wnational markents before thoses. These des us to workmers on theestions.

pling Capabiloped by our equipped wit

have two garmles to the cus

oval. Availabity of choices after the sampfferent markeent manufact

egic Locationties are locateocated in Tiruunits gives us

h big sized plad fashion bran C & A, S. Olrings to BestsWe focus onp with some o one of our lar

ur ability to adbles us to ove most of oualty to us.

cts at Compelity products itting our ma

mand a premihigh quality d in repeat ord

heck: The Comchecks in pl

easures are ined quality con

lities: We havQualified, skilm in place thapped with la target marke

ws to help thewith new deket. The new he designs a

design studiosk on designs e samples al

lities: Our Co design studith facilities likment samplinstomer for seility of the sam at the minimples are appret segments. urers.

n Advantage: ed at Karnataupur, Tamil Ns significant

ayers in internd retailers, sliver, Jules, Nsellers for then maintainingof our leadingrgest custome

ddress the varobtain additiour customers a

etitive pricing throughout tanufacturing ium for our pproducts hav

ders from ma

mpany believelace that prevn place at eventrol departm

ve two dediclled and expeat keeps a daatest design ets to study them in their stesigns and i designs are re released ts generate vasupplied by tlready sent

ompany has os in Tirupurke sample dyng units, oneelection. Thesmpling unit h

mal possible croved. Differe

Our above-m

We have straaka with majoNadu and Basavings in p

16

rnational marsuch as Best

No Excess, Mair 5 sub-brand

g long-term rg customers, ers in terms o

ried and expaonal businessacross all stre

g: Our automthe year. We hprocess sign

products. We bve earned us

any of them.

es in providinvent any defery step in th

ment.

ated and welerienced emp

atabase of all software in

he latest trentudy of fashideas based then sent ouo the sampliarious styles the customerand modifie

capabilities tr and Bangalyeing, samplee in Tirupur se finished gahelps the comcost to the coent processes mentioned ca

ategically locor productionngalore & Ba

production, la

rket: Our custSeller, Old N

ayoral Moda,ds viz, Veromrelationships and have a d

of revenues.

anding requirs from existi

eams of our bu

mated designinhave modern

nificantly in tbelieve that os significant

ng the best pective materi

he manufactur

ll-equipped dployees prep the designs c

ncluding CADnds in those c

on. This pracon the curre

ut to the laboring unit for tfor garment

rs. The designes the design

to produce gore. Our desie printing, w and one in arment samp

mpany in provompany. The of sampling apabilities giv

cated our open at Bangaloragepalli in Kaabour and tr

Scotts Ga

tomers includNavy, H& M , Infinil S.A.,

moda, Jack an with our cu

decade old bu

rements of gloing customerusiness mode

ng and sampln scanning anterms of reduour fair customgood will fr

ossible qualitial from reacring process.

design studioaring designcreated for fuD/CAM. Ouountries. We ctical exposurent trends aratory for vathe further m business andn studio takesn according

garment sampign and samp

washing and pBangalore. T

ples are sent tviding the cu

e garment ma are involvedve us an adv

erations. All ore and knittearnataka. Weransportation

arments Limi

de value retaiHennes & Metc. We suppd Jones, Onlyustomers. We

usiness relatio

obal customerrs as well ael, which we b

ling facilities nd quality assu

ucing wastagmer service pom our cust

ty to the custching the cus The Compan

s in Tirupur ns. There is auture referencur designers encourage thre helps the

and fashion arious testing marketing andd at the sames feedback fro

to the custo

ples as per dpling departmprocessing facThese units pto the customstomer with a

aking process for productsvantage over

our woven gad garment fa

e believe loca costs. Our k

ited

ilers as Mauritz, ply our y, EXIT e have

on with

rs over as new believe

enable urance ge and policies omers,

omers. stomer. ny also

and in also an ce. The

travel hem to design in the of the d sales e time, om the omer’s

designs ment is cilities.

provide mer for a wide s starts s going r other

arment acilities tion of knitted

P

ODJ E

TC

* B

operaAsia’sports

Product Portf

Our product Denim) Tops,erseys

Export

The major cusCAGR of 7% a

Year

2009-102010-112011-12

*Includes Exp

Business Stra

1. Strengtheand dynastrategy istudios arconvert oby continuto tap thefor our fin

2. Strengtheproduct pstrategy isand caterialso targedemand f

3. Integratedsourced fahouse facshall deriv

4. Controllincontinuoucontrol thincreasingCompany

5. Tap domEuropeanglobal meincrease o

ations in Tams largest appa and are also w

folio:

portfolio com, Skirts, Trous

stomers of thand 8% respe

0 1 2

port Incentive

ategy

ening Appareamic fashion is to focus onre equipped wur designs inuously upgra

e hi-end readynal products.

ening Producportfolio comps to increase ting the same

et enhancing tfor our produ

d Operationsabrics and ra

cilities from yve the benefit

ng Operationusly focus onhe cost shall ig focus on qy.

mestic marketn nations. Thoeltdown. Hoour presence

mil Nadu are

arel manufactwithin close p

mprises of theser (Cotton, D

he Company aectively for las

Exports* (` In Lacs)

39,451.8348,207.3845,741.38

received by t

el designing industry than the developwith latest de

nto samples inading our desymade garme

ct Portfolio prises of Readthe product pto other largethe capacities

ucts.

s: We presenaw materials. yarn dyeing tts of economi

nal Cost: We n controlling include the c

quality contro

t and expandough we havwever, to inin domestic m

within a 10-kturing clusterproximity of o

e Woven garmDenim), Shor

are located atst three years

3 8 8 the company

and Productat requires kepment of newesign softwarnto final prodsign studios bent segment w

and enhancdy Made Garmportfolio shalle sized player of our existin

ntly focus on Our long terto garment mes of scale an

believe that the cost inccontrolling raol to reduce

ding geograpve high exponsulate oursemarket and a

17

kilometer radrs. Our locatiour domestic

ments and Knrts, Cargos, T

t Europe and .

Net Sales(` In Lacs

43,017.049,527.750,025.4

on account o

t Developmeeeping up pw designs anre including ducts. We plaboth in terms which will he

cing capacitiements which l include the ars that are speng manufactu

n the manufarm objective i

manufacturingnd increase the

to sustain theurred for va

aw material cthe wastage

phic reach: Oosure in this lves from an

also tap the o

dius of Tirupons provide u suppliers.

nitted garmeT-Shirts (Basic

USA. Our ex

s* s) 07 73 46

of export sales

ent Process: Wace with evend samples fCAD/CAM t

an to strengthof human reselp us in mai

es to meet includes the addition of decifically intouring capaciti

acturing of Ris to integrateg. The integrae quality cont

e competitivearious operaticost through and identify

Our major poregion, we w

ny future ecoother regions

Scotts Ga

ur, which is us convenien

ents that incluc and Embroi

xports and ne

Exports as aNet S

919791

s

We operate ier-changing mfor our garmthus enabling

hen our capabsources and teintaining high

client deman export of speiversified hig sale of these ies to meet th

eady Made Ge our operatiated operatiotrol on our fin

eness of the inional activitienegotiations ying the high

ortion of expoweren’t vastlyonomic slowacross the gl

arments Limi

regarded as nt access to ai

udes Shirts (Cidered), Swea

et sales have

a percentage tales (%)

1.71 7.33 1.44

in a highly crmarket trend

ments. Our in g us to succebilities in desechnology. Wher sales reali

nds: Presentecific garmentgh fashion gar garments. W

he incrementa

Garments froons and deve

ons of our comnal product.

ndustry we hes. Our stratwith the sup

h cost areas

ort income isy affected fro

wdown, we pobe. Our Com

ited

one of irports,

Cotton, ats and

shown

to

reative ds. Our house

essfully signing

We plan ization

tly our ts. Our rments

We shall l client

om the elop in mpany

have to tegy to ppliers,

of the

s from om the plan to mpany

will also products and widen

continue expto enhance itsn the growth

ploring oppors geographic prospects.

rtunities in va reach. This sh

18

arious countrhall help us to

ries where it o mitigate the

Scotts Ga

can supply ve risk linked t

arments Limi

value added to different m

ited

textile markets

ANNEXU SUMMAR

ParticulaNon-curFixed ass Tangible Intangib Capital progressNon-curInvestm Investm instrum Long teradvance Total noassets Current InventorTrade ReCash andequivaleShort-teradvanceOther cuTotal cu Non-curLong-terDeferred(net) Other lonliabilities Total noliabilitieCurrent Short terTrade paOther cu

URE I

RY STATEM

ars rrent assets sets e assets ble assets work-in-

s rrent

ments ments in Equitments

rm loans ands

on-current

assets ries eceivables d cash

ents rm loans and s

urrent assets rrent assets

rrent liabilitierm borrowingd tax liabilitie

ng term s

on-current es liabilities rm borrowingayables urrent liabiliti

SU

MENT OF ASS

31st Octobe

2012

16403 1045

4975

y 5,069

598

28092

22268 6804

620

2027 2531 34252

es gs 8414s

1233

289

9936

gs 19104 3645

es 3746

UMMARY O

SETS AND L

er,

31stMarch

2012

3.71 16,345.12 1,47

5.40 2,45

9.64 5,01 -

8.73 58

2.61 25,87

8.66 21,684.47 7,59

0.66 55

7.21 2,041.06 2,912.05 34,80

4.27 7,32

3.26 1,20

9.12 224

6.65 8,75

4.08 18,075.96 6,856.80 3,03

19

OF FINANCIA

LIABILITIES,

t h, 2

31sMarc

201

6.42 11,895.46 2,21

3.48 1,64

8.84 2,66

1.23 62

75.43 19,04

8.99 16,572.33 7,99

2.76 73

8.68 2,467.94 2,420.70 30,19

6.63 5,30

8.02 77

4.99 22

9.64 6,30

9.52 17,332.18 6,703.95 2,52

AL DATA

, AS RESTAT

st ch,

11

31Mar

201

90.56 11,2413.18 2,95

45.63 1

65.00 1,66

29.17 50

43.54 16,37

76.29 11,1496.17 7,89

38.53 48

67.62 3,5120.48 1,8299.09 24,87

05.53 5,14

75.17 87

28.38 17

09.08 6,19

35.64 11,8808.40 6,2325.85 2,36

Scotts Ga

TED

st rch, 10

31sMar

200

42.26 8,7750.92 3,68

16.78 5

65.00 1,66

02.65 47

77.61 14,65

48.51 8,1398.89 8,49

84.32 60

11.07 1,7129.95 7972.74 19,74

43.58 4,58

76.20 38

74.94 10

94.72 5,08

86.67 9,5235.85 5,2566.85 2,19

arments Limi

(` ist ch,

09

31Mar

200

77.11 7,488.65 3,6

50.82 1

65.00 8

72.69 3

54.27 12,4

34.25 4,996.53 7,6

02.21 5

19.08 1,897.90 849.97 15,8

86.01 7,3

88.01

08.63

82.65 7,4

29.61 6,955.91 3,598.05 1,1

ited

in lacs) 1st rch, 08

441.88 688.65

112.93

887.00

338.83

469.29

947.80 691.05

579.07

817.21 846.83 881.96

306.11

97.47

39.42

443.00

964.42 591.72 182.63

ParticulaShort-terTotal cuNet Wor Net worby: SharehoShare Ca

Equity shReservesSecuritieAmalgamProfit anNet wor

ars rm provisionsrrent liabilitirth

th represente

olders Funds apital

hare capital s & surplus

es premium mation reserv

nd loss accounth

31st

Octobe2012

s 1587ies 28084

24323

ed

2,673

2,496ve 40nt 19112

24323

er,

31stMarch

20127.79 1,164.63 29,133.38 22,784

3.83 2,67

6.96 2,490.00 42.59 17,573.38 22,784

20

t h, 2

31sMarc

2016.59 932.24 27,504.25 15,42

3.83 2,67

6.96 2,490.00 43.46 10,214.25 15,42

st ch,

11

31Mar

20134.88 1,5804.77 22,0728.78 12,98

73.83 2,67

96.96 2,4940.00 417.99 7,7728.78 12,98

Scotts Ga

st rch, 10

31sMar

20081.00 1,0770.37 18,0685.26 11,26

73.83 2,67

96.96 2,4940.00 474.47 6,0485.26 11,26

arments Limi

st ch,

09

31Mar

20077.46 1,761.03 13,460.56 7,4

73.83 2,4

96.96 1,240.00 49.77 3,660.56 7,4

ited

1st rch, 08 728.35 467.12 441.13

473.83

296.96 40.00

630.34 441.13

ANNEXU

SUMMAR

ParticulaRevenueOther inTotal rev EXPENSCost of rcomponeChangedfinished traded gOther ex Total expEarningstax, depramortizaDepreciaFinance Profit beLess: TaxCurrent Deferredcharge Total taxProfit af

URE II

RY STATEM

ars e from operaticome venue

SES raw material aents consumed in inventori goods and

goods xpenses

penditure s before interreciation andation (EBITDation charges efore tax x expense tax expense

d tax (credit)/

x expense fter taxation

MENT OF PRO

31sOctob

201ions 3293

59 3353

and ed 1784ies of

39 1002

2826rest,

d DA) 526

115 111 299

92/

2 94 204

OFIT AND L

st ber, 12

31Mar

20139.88 50,093.43 6,533.31 56,6

46.07 29,0

95.78 (3,5327.39 17,3

69.23 42,8

64.08 13,758.90 1,44.98 2,0

90.20 10,2

23.93 1,4

25.23 449.15 1,841.05 8,4

21

LOSSES, AS R

st rch, 12

31Mar

201025.46 49,52587.83 84613.29 50,37

019.10 22,11

38.98) 56372.02 20,02

852.13 42,70

761.16 7,67442.12 1,45082.23 1,49236.81 4,72

400.00 1,33

432.85 (10832.85 1,23403.95 3,49

RESTATED

1st rch, 11

31sMarc

20127.73 43,0147.14 4174.88 43,435

12.77 22,14

69.44 (2,51722.64 16,60

04.85 36,22

70.02 7,2052.06 1,2391.41 1,64426.55 4,324

34.53 1,05

1.03) 4833.50 1,5493.06 2,784

Scotts Ga

st ch,

10

31sMarc

2007.07 36,388.91 1,055.98 37,44

2.10 20,23

7.85) (2,1172.70 13,38

6.95 31,49

9.03 5,949.81 994.61 1,234.61 3,72

2.18 70

8.19 290.37 994.24 2,72

arments Limi

(` ist ch, 9

31Mar

20087.70 33,155.86 143.56 33,2

32.41 17,6

7.39) (7581.50 11,1

96.52 28,0

47.04 5,290.34 836.19 820.51 3,5

08.09 1,0

90.54 198.63 1,221.88 2,2

ited

in lacs) 1st rch, 08 113.23 162.72 275.95

651.62

50.28) 161.83

063.17

212.78 851.87 851.28 509.63

097.50

187.42 284.92 224.71

ANNEXU

SUMMAR

ParticulaA. Cash activitieNet Profperiod itextraordAdjustmDeprecian Finance variationexchange

Bad debtProfit onassets Loss on SDividendgain OperatinworkingAdjustmIncrease Increase trade payDecreasetrade rec(Increaseloans & aIncome trefund) Net cash(utilizedactivitieB. Cash investinPurchasePurchaseinvestmeSale of ninvestmeDividendCapital SNet cash

URE III

RY STATEM

ars flow operatis fit before priotem, tax and

dinary items ment for: ation/amortis

charges & lon on foreign e rates

ts written off n sale of fixed

Sale of investd income/cap

ng profit befog capital changment for:

in inventorie / ( decrease yables e / ( increase ceivables e)/Decrease iadvances taxes paid ( n

h generated / d) from operas flow from

ng activities e of fixed assee of non-curreent

non-current ent d Received Subsidy h utilized

MENT OF CA

3Oc

2ng

or

satio

ss on

tment pital

re ges

es ) in

(2 ) in

n

net of

ating

ets (3ent

(3

SH FLOWS A

31st tober,

2012 M

2990.20 10

1158.90 1

1114.98 1

-

- -

(5,

5264.08 7

(579.66) (5,

2798.01)

(787.87)

390.85

(205.10) (1,

2860.03 1

3766.92) (6,

(50.80) (4,

- 8 -

28.36 3789.36) (3,

22

AS RESTATE

31st March,

2012

3M

2

0,236.81 4,

1,442.12 1,4

1,643.91 1,4

0.42

- -

,998.07) (

7,325.19 7,

,112.70) (5,4

341.66

140.74 (6

232.52 (8

,028.12) (1,4

1,899.29

,785.09) (3,7

,972.06)

8,359.28 48.90 78.29 ,270.68) (3,6

ED

31st March,

2011

31Ma

20

726.55 4,3

452.06 1,2

491.41 1,6

-

- -

(49.80) (4

620.22 7,1

427.78) (3,01

744.16 1,0

679.19) (80

832.14) (1,26

431.17) (74

(5.90) 2,4

728.18) (3,73

-

- 49.80 -

678.38) (3,68

Scotts Ga

1st arch, 010

31Mar

200

24.61 3,72

39.81 1,0

44.61 1,23

15.26 ( (86

49.80) (6

74.49 5,03

14.27) (3,18

78.93 8

05.08) 12

65.63) (1,00

40.44) (74

28.00 1,1

30.71) (2,75

49.80 -

80.91) (2,59

arments Limi

(`

1st rch, 09

3Ma

20

20.51 3,

14.26

36.20

(1.55) 69.43)

60.00) (1

39.99 5,

86.44) (1,3

79.43

28.12 (3,6

06.92)

45.56) (1,4

08.62 (1,0

51.39) (2,4

91.43 (5,460.00 -

99.96) (7,8

ited

` in lacs) 1st

arch, 008

,509.63

851.88

851.28

2.27 (20.02)

184.88)

,010.16

376.39)

369.92

664.72)

25.00

444.26)

080.29)

437.45)

433.98) 24.88 - 846.55)

ParticulainvestinC.Cash factivitieInterest pIncrease Share pr( Repaymof long t DividenddistributInterest i( Repaymof unsecuNet cash(utilisedactivitieNet Incrin cash aequivaleCash anequivalebeginninCash anequivaleof the ye

ars ng activities from Financins paid in share capi

remium receivments) / procerm borrowin

d & dividendtion tax income receivments) / procured loans

h generated frd in) financins

rease / ( decreand cash ents d cash ents at the ng of the yead cash ents at the enear

3

Oc2

ng

(1ital ved ceeds ngs

d

ved ceeds

rom/ ng

ease)

r

nd

31st tober,

2012 M

1114.98) (1,

- -

2112.21 3

- (-

-

997.23 1

67.90 (

552.76

620.66

23

31st March,

2012

3M

2

,556.35) (1,4

3,053.74 5,

(311.79) (3

1,185.60 3,

(185.79) 2

738.54 4

552.76

31st

March, 2011

31Ma

20

491.41) (1,64

741.70 3,0

311.79) (31

938.50 1,1

254.22 (11

484.32 6

738.54 4

Scotts Ga

1st arch, 010

31Mar

200

44.61) (1,23

2 1,2

92.46 3,15

12.82) (28

(1,51

35.03 1,51

17.88) 2

02.21 5

84.33 6

arments Limi

1st rch, 09

3Ma

20

36.20) (800.00 1,00.00 1,

50.69 5,

89.43) (1

10.65) 1,

14.41 8,

23.07 (7

79.13 1,

02.20

ited

1st arch, 008

851.28) ,112.50 ,297.00

,148.93

155.20) 159.70

,510.70

,222.35

704.49)

,283.62

579.13

N•

•

•

•

Public Issue

Which compOf which:

Employee Re

Net Issue to

Of which:

A) QIB Porti

Of which 5%Funds [the uMutual Fund

Balance for a

B) Non- Inst

C) Retail Por

Equity ShareEquity Share

Use of Proce

Notes:

*In the evenbeing receiv **Allotmentavailability Portion shal #Subject to InstitutionalcombinationDesignated be met withEmployee Rspill-over toto the Net Is

Our Compaaggregate co

e aggregating

prises of fresh

eservation Po

the Public

ion:#

is available fnsubscribed p

d reservation

all QIBs includ

titutional Por

rtion:#

es outstandinges outstanding

eeds

nt of over-subved at or abov

t to each Reof Equity Sh

ll be allotted o

valid Bids bl Portion and n of categori Stock Exchan

h spill-over froReservation Poo the extent ofssue constitut

any has, by wonsideration o

g to ` [•] lacs:

h issue of

ortion#

for Allocationportion, if anywill be availa

ding Mutual F

rtion: #

g prior to theg post the Iss

bscription, Ave the Issue Pr

etail Individuhares in the Ron a proportio

being received Retail Portioies at the disnge. Howeverom other cateortion will bef under-subscting at least 25

way of a Preof `1999.99 la

T

n to Mutual y, in the able to QIBs]

Funds

Issue: ue:

llotment shalrice.

ual Bidder shRetail Portiononate basis to

d at or aboveon would be ascretion of or, under-subs

egories or a coe added to thecription shall 5% of the full

e-IPO Placemacs, at a premi

24

THE ISSUE

1,05,06,95

Up to 4,5

1,00,56,95

25,14,238of the Ne1,25,712 E

23,88,526

Not less constitutfor alloca

Not lessconstitutfor alloca2,84,77,383,89,84,33Please repage 44 informat

ll be made on

hall not be ln. The remaino Retail Indivi

e the Issue Pallowed to be our Companyscription, if aombination ofe Net Issue. In be permittedly diluted pos

ment, allotted ium of `105.0

54 Equity Sha

50,000 Equity

54 Equity Sha

8* Equity Shaet Issue. Equity Shares

6 Equity Share

than 40,22,7ting 40% of thation to Non-

than 35,19,9ting 35% of thation to Retail80 Equity Sha34 Equity Shaefer to chapteof this Red

tion.

n a proportio

less than thening availableidual Bidder.

Price, under-s met with spily, in consultany, in the QIf categories. Un case of und

d to the Emplost-Issue paid u

17,39,130 E00 per Equity

Scotts Ga

ares of `10/- e

Shares*

ares

res of ` 10/-

s of ` 10/- eac

es of `10/- ea

782* Equity She Net Issue Institutional B

934* Equity She Net Issue l Individual Bares of `10/- eares of ` 10/- er titled “ObHerring Pros

onate basis, su

e minimum e Equity Shar

ubscription, ll-over from oation with thB Portion wil

Under-subscrder-subscriptioyee Reservaup capital of o

Equity Shares Share

arments Limi

each

each, constitu

ch

ach

Shares of ` 1 that will be Bidders.

Shares of ` 1 that will be

Bidders. each each

bjects of the Ispectus for a

ubject to vali

Bid lot, subres, if any, in

if any, in theother categorihe BRLMs anll not be allowiption, if any,

ion in the Netation Portion sour Company

s to CVCFL,

ited

uting 25%

10/- each, available

10/- each available

Issue” on additional

id Bids

bject to n Retail

e Non-ies or a nd the wed to , in the t Issue, subject y.

for an

INCORPOR

Scotts Garmepartners of SGarments PrCompanies, Company waLimited’, andthe Company

ADDRESS O

Registered

Company IPAN

ADDRESS O

Registrar of

E-Wing, 2nd F BOARD OF

Our Board of

Sr. No N1. M2. M3. M4. M5. M6. M7. M8. M

For further dbeginning on

COMPANY S

Mr. S. GurusCompany Se481-B, IV PhaBangalore – 5Tel.: +91-080Fax: +91-080-E-mail: cs@sc

RATION

ents was formScotts Garmerivate LimiteBangalore, Kas subsequend received a y is U18101KA

OF THE COM

& Corporate

dentification

OF REGISTRA

Companies,

Floor, Kendri DIRECTORS

f Directors co

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CREDIT RA

As this is an

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nting the Regnting other ising agency ting of the Issmulating m

blicity budget,alising media alising centerkers etc, alising collectowing-up on

terial includinntum of the Iparing all roapointment of bpointment oderwriting agrinating institug decisions anhe Company

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to the issue ing the issuer figures.

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be responsiblfunctions anrough suitab

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29

etc.

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IPO GRAD Credit Anal CARE has aGarments Lof Grade 5fundamentaissuer. The gradingoperational markets, sta The gradingrevenue beifaced with inventory d TRUSTEES

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uilding ProceHerring Prosprincipal parti

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vidual Bidders

earch Limited

ARE IPO GraE IPO Grade 1, with GradIPO grading

account exped, established growth, relativ

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ointed to mon

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appraised by

OCESS

ess, with referpectus withines involved in

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; nks and

ate Banks

through the ortionate base for allocatioailable for allo valid Bids bhall be availabf the Issue tos, subject to v

d (CARE) has

ade 3’ [Grade 3 indicates avde 5 indicatiassigned rep

erienced prom and long stavely stable ma

d by SGL’s cu client and si

wnturn, workion risk on acc

he appointme

nitor the utiliz

y any Bank or

rence to the Isn the Price Ban the Book Bu

r, in this case

mediaries regrs. The Syndi

100% Book Bis to eligible

on on a propolocation on a

being receivedble for alloca the public sh

valid Bids bein

30

been appoint

e Three] to thverage fundaing strong fupresents relat

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ustomer and ignificant shaing capital incount of signi

ent of trustees

zation of fund

r Financial Ins

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gistered with icate Member

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ation on a prohall be availang received a

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management teon with repurong return o

business conare of revenuentensive natuficant capex i

s is not requir

ds.

stitution.

o the process e Price is finalss are:

note Corpora

SEBI or regisrs are appoin

ess where 25%nstitutional Bs to Mutual Fate basis to a the Issue Pri

oportionate baable for allocat or above the

Scotts Ga

ng of the issue

nitial Public ORE assigns IP and Grade

ent of the ‘fu

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ncentration re derived froure of operatin next one ye

ed.

of collection lised after the

te Services L

stered as broknted by the B

% of the IssueBuyers (“QIBFunds only. Thall other eligibice. Further, nasis to Non-Ination on a proe Issue Price.

arments Limi

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Offer (IPO) ofPO grades on 1 indicating

undamentals’

ny’s long andpread across

isk with 50-6om Europe wtion owing toear.

of Bids on the Bid/Issue C

Limited and C

kers with BSEBook Running

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ited

f Scotts a scale

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60% of hich is o high

he basis Closing

Canara

E/NSE g Lead

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In accordanBid/Issue Csubmissionon a proporHerring Pro Allocation t The Compathis Issue. IBank Merch The processinvestors ara Bid or app Illustrationillustrative p Bidders canshare, issuethe table bedemand anillustrative bis collated fr

Bid Qu

57

1,0452

2,78

1,2 The price diissue the deThe issuer, iprice i.e. at considered f Steps to be 1. Check el

this Red 2. Ensure th

mentione 3. Ensure t

Herring

nce with the

Closing Date.n of the Bid crtionate basi

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to QIBs will b

any shall comn this regard

hant Banking

s of Book Bure advised to plication in th

n of Book Buipurposes and is

n bid at any pre size of 6,000elow, the illund price woubook as showrom bids from

uantity 00

700 000

400 00

200 700 00 200

iscovery is a fesired quantuin consultatio or below ` 4for allocation

taken by the

igibility for m Herring Pros

hat you have ed in the Bid

hat you haveProspectus); a

e SEBI Regu. In addition

cum Applicatis. For further

be on proporti

mply with the d, the Compan Division as th

uilding under make their ohe Issue.

ilding and Prs not specific to

rice within th0 equity shareustrative bookuld be made

wn below indim various inv

Bid Price 48 47 46 45 44 43 42 41 40

function of deum of shares ion with the BR42/-. All bid

n in respective

e Bidders for

making a Bid spectus);

a active demcum Applica

e mentioned yand

ulations, QIBn QIBs are notion Form dur details, see

ionate basis.

SEBI Regulatny has appoihe Book Runn

r the SEBI Reown judgmen

rice Discovero the Issue)

he price band.es and receiptk would be ae available aicates the dem

vestors.

(`) Cu

emand at varis the price atRLM and Co-

ds at or abovee category.

Bidding

(see section ti

materialised action Form;

your PAN (s

31

Bs are not aow required

uring the Bid/ section “Term

tions and anynted the Keyning Lead Ma

egulations is nt about inve

ry Process (In

. For instancet of nine bidsas below. A t the biddin

mand for the

umulative Qu500

1,200 2,200 2,600 3,100 3,300 6,000 6,800 8,000

rious prices. Tt which the b-BRLM will fie this issue p

itled “Issue P

ccount and th

see “Issue Pro

allowed to w to pay full 1/Issue Periodms of the Iss

y other ancillaynote Corporaanager to man

subject to chstment throu

nvestors should

, assuming a s from biddergraphical rep

ng centres’ d shares of the

uantity

The highest prbook cuts off iinalize the issprice and cut

Procedure - W

he demateriali

ocedure – PA

Scotts Ga

withdraw the100% of the

d and allocatiue” on page

ary directionsate Services Lnage the Issue

hange from tiugh this proce

d note that this

price band ofrs, details of wpresentation ouring the bi

e Company at

Subscript8.33%

20.00%36.67%43.33%51.67%55.00%100.00%113.33%133.33%

rice at which i.e. ` 42/- in

sue price at ort-off bids are

Who Can Bid?”

ised account

AN” on page

arments Limi

eir Bid(s) aftBid Amount

ion to QIBs w no. 231 of th

s issued by SELimited and Ce.

ime to time aess prior to m

s example is so

f ` 40/- to `48which are shoof the consolidding periodt various pric

tion

% % % % % % % %

the issuer is the above exr below such valid bids a

” on page no.

details are co

no. 263 of th

ited

ter the t upon will be his Red

EBI for Canara

nd the making

olely for

8/- per own in lidated d. The ces and

able to ample. cut-off nd are

263 of

orrectly

his Red

4. Ensure

Herring

5. Ensure tdetails re

6. Bids by Q

7. ASBA Bi

ASBA Biwith theAccount SCSB to e

Withdrawa The Compaissue after tclosure of advertisemeshall also bethereafter dfresh draft r Bid/Issue P

Bidding Peri

BID/ISSUBID/ISSU

Bids and anTime) durinApplicationuntil (i) 4.00extended ticlarified thathe SCSB in In case of dBid form, fothe final davis-à-vis theASBA proceSCSB. Due to limiadvised to stimes menticautioned thexperiencedthat cannot

that the Bid Prospectus an

the correctnesecorded with

QIBs and Non

idders will haids in the Spee Designated has adequatensure that th

l of the Issue

any, in consuthe bidding athe issue. Thent had appeae informed pr

determines thred herring pr

Programme

od/Issue Period

E OPENS ONE CLOSES O

ny revision inng the Biddin

n Form. On th0 p.m. in caseme as permi

at Bids not up the electroni

discrepancy inor a particularta for the pure data containess, for a par

itation of timsubmit their Bioned above hat in the eved in public of be uploaded

cum Applicnd in the Bid

ss of your de your Deposit

n-Institutiona

ave to submiecified Cities. Branches ore credit balanhe Bid is not r

e

ultation with and if so, the he public noared. The storomptly. If th

hat it will prorospectus wit

d

N ON

n Bids shall ng Period as he Bid/Issuee of Bids by Qitted by the Nploaded in thec system to b

n the data entr bidder, the rpose of allotned in the phticular ASBA

me available foBids one day on the Bid/ent a large nufferings, some will not be c

ation Form i cum Applica

emographic dtory Participa

al Investors sh

it their Bids ( In case of ther with the Snce at the timrejected.

the BRLM anreason thereootice shall be

ock exchangeshe Company oceed with anth the SEBI.

be accepted mentioned a

e Closing DatQIB Bidders, NSE and thee book, woule provided by

tered in the edetails as per

tment. In casehysical or elec

A Bidder, the

or uploading prior to the BIssue Closingmber of Bids e Bids may nonsidered for

32

is duly compation Form;

details given ants

hall be submit

(physical forme Specified C

Syndicate. ASme of submiss

nd Co-BRLMof shall be give issued in s where the spwithdraws th

n initial publi

April 25April 29

only betweenabove at the te, Bids (excluNon- Institut

e BSE, in cased be rejectedy the NSE and

electronic boor physical appe of discrepanctronic Bid cuRegistrar to t

g the Bids on Bid/Issue Clog Date. All ti are received

not get uploadr allocation un

pleted as per

in the Bid c

tted only thro

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M, reserves thven as a publthe same nepecified secuhe Issue after ic offering of

5, 2013 9, 2013

n 10.00 a.m. bidding centuding the AStional Biddere of Bids by . Bids by ASBd the BSE.

ok vis-à-vis thplication formncy in the datum Applicatithe Issue shal

the Bid/Issuosing Date animes are Ind on the Bid/Isded due to lander the Issu

Scotts Ga

r instructions

um Applicat

ough the ASB

signated BranBA Bids may should ensuid cum Appl

he right not tolic notice withewspapers writies were pr the Bid/Issuf its Equity Sh

and 3.00 p.mtres mentioneSBA Bidders)s and (ii) unt Retail Indiv

BA Bidders sh

he data contaim of that Biddta entered in ion Form subll ask for rect

ue Closing dand, in any casian Standardssue Closing ack of sufficie

ue. If such Bid

arments Limi

s given in th

ion Form, w

BA process; an

nches except feither be subure that the ication Form

o proceed whin two days

where the preroposed to be

ue Closing Dahares, it shal

m. (Indian Staed on the Bi) shall be upltil 5.00 p.m. o

vidual Bidderhall be upload

ined in the phder may be ta the electroni

bmitted throutified data fro

ate, the biddese, no later th

d Time. BiddeDate, as is tyent time. Suc

ds are not upl

ited

his Red

ith the

nd

for the bmitted

ASBA m to the

ith the s of the e-issue e listed ate and ll file a

andard d cum loaded

or such rs. It is ded by

hysical aken as c book

ugh the om the

ers are han the ers are pically

ch Bids oaded,

the Issuer, Bon Business

The CompaSEBI Regulacan be revis/Issue Open In case of rafter revisiorevision in notification sites of the B Underwriti

After the deBangalore, Kthe Equity SUnderwritinthat the SyUnderwritincertain cond The Underw

(This portionCompanies, B

Name a

The above-mallocation. TCompany (Underwritethe above-mguideline. Allocation aNotwithstanensuring padefault, theAgreement,details abouOffer Docum

BRLM and Cos Days, i.e., M

any reserves thations providsed up or downing Date.

evision of thon of the Pric the Price B to the BSE anBRLM and Co

ng Agreemen

etermination Karnataka thShares propong Agreemenndicate Memng Agreemenditions as spe

writers have i

n has been intBangalore, Kar

and Address

[•[•

To

mentioned amThe above un(based on a cers are sufficiementioned Un

among Undernding the aboayment with re respective u, will also beut allocation ment.

o-BRLM and

Monday to Frid

he right to reded that the Cwn to a maxim

e Price Band,ce Band subjeBand and thend the NSE, bo-BRLM and

nt

of the Issue Phe Company w

sed to be issunt, the BRLM mbers do not nt, the obligatcified in such

ndicated thei

tentionally leftrnataka)

of the Under

•] •] tal

mount is an innderwriting acertificate givent to enable nderwriters ar

rwriters mayove table, therespect to Equunderwriter required to please refer

Syndicate meday (excludin

vise the PriceCap Price is lemum of 20% o

, the Issue Peect to the totae revised Bidby issuing a pat the termin

Price but priowill enter intued through t shall be resp fulfil their utions of the U

h agreement.

ir intention to

t blank and wi

rwriters In

ndicative undagreement is ven by the U them to dischre registered

y not necessare BRLM and uity Shares alin addition procure/subto “Other Re

33

embers will nng any public

e Band duringess than or eqof the Floor Pr

eriod will be al Bid /Issue d/Issue, if a

press release aals of the Syn

or to filing of to an Underwthis Issue. It i

ponsible for bunderwritingUnderwriters

o underwrite t

ill be filled in

ndicated NumShares to be

[[[

derwriting andated [•]. In

Underwriters)harge their rewith SEBI an

rily be in prothe Syndicate

llocated to invto other obli

bscribe to the egulatory and

not be respon holidays).

g the Bid/Issuqual to 20% ofrice advertise

extended for Period not eapplicable, wand also by inndicate.

the Prospectuwriting Agreeis proposed t

bringing in thg obligations. are several a

the following

before filing o

mber of Equi Underwritte[•] [•] [•]

nd would be f the opinion ), the resourcespective undnd are eligible

oportion to the Members svestors procuigations to b extent of thed Statutory D

Scotts Ga

nsible. Bids w

ue Period in af the Floor Pred at least one

r three additiexceeding 10 w

will be widelyndicating the c

us with Regisement with ththat pursuant

he amount dev Pursuant tand not joint

g number of E

of the Prospect

ity n

Amou

finalized afterof the Boardces of all the

derwriting obe to underwri

heir underwrhall be sever

ured by them.be defined ine defaulted a

Disclosures” o

arments Limi

will be accepte

accordance wrice. The Flooe day before t

ional workinworking dayy disseminatchanges on th

strar of Comphe Underwritt to the termsvolved in theto the terms , and are sub

Equity Shares:

tus with Regis

unt Underwri(` in lacs)

[•] [•] [•]

r pricing and of Directors e above menligations in fuite as per app

iting commitally responsi. In the event

n the Underwamount. For fon page 219

ited

ed only

with the or Price the Bid

g days ys. Any ted by he web

panies, ters for s of the e event of the

bject to

:

strar of

itten

actual of the

ntioned ull. All

plicable

tments. ible for of any writing further of this

The share cforth below

A. Autho 4,40,00

B. Issued,2,84,77,380

C. Present1,05,06

Of WhEmplothe Fac

D. Net Issu1,00,56

Of whici) QIBii) Noniii) Reta

E. Issued, 3,89,84,3

Securities Before After t

(1)The aggreCompany. Fback to the N

(2) Subject toInstitutionaa combinatiDesignated be met withEmployee Rspill-over toto the Net Is

apital of the C:

rized Capital0,000 Equity S

, Subscribed 0 Equity Share

t Issue in term6,954 Equity S

hich oyee Reservatce Value `10 /

ue to public 6,954 Equity S

ch B portion of 25n Institutionaail Portion of

Subscribed a334 Equity Sh

Premium Ac this Issue

this Issue

egate of reserFurther, undNet Issue and

o valid Bids bl Portion andion of catego Stock Exchan

h spill-over froReservation Po the extent ofssue constitut

Company as

Share C

l: Shares of Face

and Paid Up es of the Face

ms of this ReShares of the F

tion Portion /- each (1)

Share of the Fa

5,14,238 Equial Portion not not less than

and Paid-Up ares of the Fa

ccount

rvation for emer subscriptio

d will be cons

being received Retail Portioories at the dnge. Howeveom other cateortion will bef under-subscting at least 25

CAPITAL

on the date o

Capital

e value of `10

Capital befoe Value of `10

ed Herring PrFace Value of

includes 4,50

ace Value of `

ity Shares less than 40,2

n 35,19,934 Eq

Capital after ace Value of `

mployees shaon, if any, in

sidered for all

ed at or abovon would be adiscretion of er, under-subsegories or a coe added to thecription shall 5% of the full

34

STRUCTUR

of filing of thi

. each

ore this Issue:0 /- each

rospectus:* f `10 /- each

0,000 Equity

`10 /- each

22,782 Equityquity Shares

this Issue `10/- each

ll not exceedn the Reservalotment only

ve the Issue Pallowed to beour Companscription, if aombination ofe Net Issue. I be permittedly diluted pos

RE

is Red Herrin

:

y Shares of

y Shares (2) (2)

five per cenation for Eligon a proporti

Price, under-se met with spny, in consultany, in the QIf categories. Un case of und

d to the Emplost-Issue paid u

Scotts Ga

ng Prospectus

AggregateValue at

Nominal Pri(Amount in

44,00,00

28,47,73

10,50,69

45,00

10,05,69

2,51,424,02,27

3,51,99

38,98,43

`4

nt of the post gible Employeionate basis

subscription, pill-over fromtation with thB Portion wil

Under-subscrder-subscriptioyee Reservaup capital of

arments Limi

s with SEBI is

e ice.

n `)

AggreValu

Issue P(Amou

`)

0,000 44,00,0

3,800 [•

9,540

[•

0,000

[•

9,540

[•

2,380 7,820

9,340

[•[•[•

3,340

[•

` Lacs 4323.05

[•]

issue capital ees, shall be

if any, in them other catego

he BRLMs anll not be allow

ription, if any,ion in the Netation Portion sour Company

ited

s as set

egate e at Price

unt in

00,000

]

]

]

]

] ] ]

]

of the added

e Non-ories or nd the wed to , in the t Issue, subject y.

•

1

Our Compaaggregate co

Details of

Sr.No. 1. I

12. I

13. I

14. I

`5. I

`6. I

`*Increase in(Transferor)Karnataka. F

Notes to cap

1. Share capit Equity Shar

Date of Allotment

01/03/02

31/03/03

04/10/05

28/03/06

14/03/07

20/04/07

12/10/07

12/12/07

any has, by wonsideration o

f increase in t

DeIncorporation10/- each. Increased to `10/- each. Increased to 10/- each. Increased to `` 10/- each. Increased to `` 10/- each. Increased to ``10/- each.

n authorized c) and Scotts GFor details of

pital structur

tal history of

re capital his

Number of Equity

Shares

10,000

9,90,000

1,000

1,20,12,000

300

6,00,000

63,85,000

3,55,000

way of a Preof `1999.99 la

the authorized

etails of incren ` 10.00 Lacs

` 100.00 Lacs

`200.00 Lacs

` 2000.00 Lac

` 4000.00 Lac

` 4400.00 Lac

capital pursuGarments Limf the Scheme o

re

the company

tory

Face Value (`)

IsP

10 10

10 10

10 33

10 N

10 10

10 N.

10 10

10 10

e-IPO Placemacs, at a premi

d share capita

ease in authos divided int

s divided into

divided into

cs divided int

cs divided int

cs divided int

uant to Schemmited (Transfof Amalgama

y

ssue rice (`)

Consi(cashconsid

other t0.00 C

0.00 C

3.00 C

Nil Bonu

0.00 C

.A.(1) ScheAmalg

0.00 C

0.00 C

35

ment, allotted ium of `105.0

al, since incor

orized share cto 1,00,000 Eq

o 10,00,000 Eq

o 20,00,000 Eq

o 2,00,00,000

o 4,00,00,000

o 4,40,00,000

me of Amalgaferee) as appation please re

ideration h, bonus,

deration han cash)

R

Cash In

Cash

Cash A

us @ 12:1 A

Cash A

eme of gamation

ASP

Cash A

Cash A

17,39,130 E

00 per Equity

rporation, are

capital quity Shares

quity Shares

quity Shares

Equity Share

Equity Share

Equity Share

amation betwroved by theefer page no.

Reasons for a(bonus, sw

nitial subscriptime of incor Allotment toand Promote

Allotment to PGrou

Allotment to Pand Promote

Allotment to PGroup and

promotAllotment to m

cotts ClothingPursuant to ap

schemeamalgama

Allotment to PPromoter Gr

Non-PromAllotment to P

Scotts Ga

Equity Shares Share

e as follows:

Dateof ` Me

Aof ` 3

of ` 0

es of 2

es of 0

es of Pursuam

ween Arora Fae Honourable 132 of this RH

allotment ap etc.)

C

ption at the rporation o Promoter er Group Promoter p Promoter er Group Promoter

d Non-ters

members of g Pvt. Ltd. pproval of e of ation*

Promoter & roup and moters Promoter

arments Limi

s to CVCFL,

e of Resolutioemorandum oAssociation 31/03/2003

03/10/2005

27/03/2006

01/09/2007

uant to Schemmalgamation*ashions Limite High Court HP

Cumulative EqShare Capit(no. of shar

1

10,0

10,0

1,30,1

1,30,1

1,36,1

1,99,9

2,03,5

ited

for an

on of

me of * ted of

quity tal es)

10,000

00,000

01,000

13,000

13,300

13,300

98,300

53,300

Date of Allotment

12/12/07

12/12/07

12/12/07

02/02/08

10/03/08

31/03/08

31/03/08

31/03/08

31/03/08

31/03/09

26/12/12

*Allotment Scotts Garmdated 02/04page no. 131(1) Six ShareScotts Cloth The details

Sr. No N

1 M2 M3 M4 M T

Number of Equity

Shares

15,000

1,05,000

2,89,000

98,500

71,000

30,20,000

75,000

3000

7,08,450

20,00,000

17,39,130

pursuant to tments Limited4/2007 with e1 of this RHPes of Scotts G

hing Private L

of the allotm

Name of the A

Mr. Naseer AhMrs. Nuzhat AMr. LoganathaMr. PalanisamTotal

Face

Value (`) IsP

10 20

10 40

10 50

10 20

10 20

10 30

10 50

10 60

10 80

10 70

10 11

the scheme ofd (Transfereeeffect from 01

P. Garments LimLimited of face

ment pursuan

Allottees

hmed Aisha Naseer an

my

ssue rice (`)

Consi(cashconsid

other t

0.00 C

0.00 C

0.00 C

0.00 C

0.00 C

0.00 C

0.00 C

0.00 C

0.00 C

0.00 C

15.00 C

f amalgamatie) as approve1/04/2006. Fo

mited of face ve value of ` 1

nt to scheme o

No. of ShCompany

36

ideration h, bonus,

deration han cash)

R

Cash A

Cash

Cash

Cash

Cash

Cash

Cash

Cash

Cash

Cash

Cash A

C

ion between Sed by Hon’bor details of t

value of ` 10.000.00 each

of amalgamat

hares of the y Allotted

418500 1500

90000 90000

600000

Reasons for a

(bonus, sw

GrouAllotment to P

Group andPromo

Allotment tPromot

Allotment tPromot

Allotment tPromot

Allotment tPromot

Allotment tPromot

Allotment tPromot

Allotment tPromo

Allotment tPromo

Allotment tPromo

Allotment to EIndia Growt

CVCF V undeplacem

Scotts Clothinble High Couthe Scheme of

00 each were

tion are as fo

Scotts Ga

allotment ap etc.)

C

p Promoter

d Non-ter to Non-ters to Non-ters to Non-ters to Non-ters to Non-ters to Non-ters to Non-ter to Non-ter to Non-ter Emerging th Fund er Pre IPO

ment ng Pvt. Ltd. (Turt of Karnatf Amalgamat

allotted again

llows:

arments Limi

Cumulative EqShare Capit(no. of shar

2,03,6

2,04,7

2,07,6

2,08,6

2,09,3

2,39,5

2,40,2

2,40,2

2,47,3

2,67,3

2,84,7

Transferor) antaka vide ordtion please ref

nst one share

ited

quity tal es)

68,300

73,300

62,300

60,800

31,800

51,800

26,800

29,800

38,250

38,250

77,380

nd der fer

of

2. Promoter

History of SName of Promoter

Mr. NaseeAhmed

(1) Six ShareScotts Cloth*Mr. Loganaallotted to Limited andon request o

3. Promoter

The eligibleunder:

Name of Promoter

Mr. NaseeAhmed

TOTAL

Specific wrilock-in of thof allotmentmade by sol

Holding:

Share Capital r

Date ofAllotmen/Transfe

er

01/03/20

31/03/20

04/10/20

28/03/20

20/04/2012/10/2026/09/2027/08/20

es of Scotts Ghing Pvt Limitathan transfeMr. Loganat

d Scotts Garmof the transfer

r contribution

e shares for L

r

Date ofAllotmen/Transfe

er

27/08/2026/09/2012/10/20

20/04/2028/03/20

itten consent hhree years to tt in the propolicitation of su

held by the pf nt er

Nature ofIssue

(AllotmeTransfe

02 Initial

SubscriptiMOA

03 Allotme

05 Transfe

06 Allotme

07 Scheme

Amalgam07 Allotme08 Transfe10 Transfe

TotalGarments Lim

ted of face vaerred 90,000 ethan pursuan

ments Pvt. Ltdror.

n locked-in f

Lock-in as pe

f nt er

Nature ofIssue

(AllotmeTransfe

10 Transfe08 Transfe07 Allotme

07 Scheme

Amalgam06 Allotme

has been obtathe extent of osed public isubscription fr

promoter: f the

e ent/ er)

Considration

l ion to

A Cash

ent Cash

er Cash

ent Bonus

e of mation

Otherthan cash

ent Cash er Cash er* Cash l

mited of face value of ` 100.0equity shares nt to the Schd. on 20/04/2

or three year

er Chapter IV

f the e ent/ er)

Considration

er Cash er Cash ent Cash

e of mation

Otherthan cash

ent Bonus

ained from thminimum 20

ssue. Promoterom unrelated

37

de-n

NumberShares

9,

8,91,

1,

s 1,08,12,r 4,18, 4,20, 3, 90,

1,26,44,value of ` 10.000 each on 27/08/20

heme of Ama2007. The equ

s:

V of ICDR Re

de-n

NumberShares

90, 3, 4,20,r 4,18,s 68,65,

77,97,

he Promoter fo% of post-Issuers’ contributid persons eith

r of s

Face Value

(`)

,000 10

,000 10

,000 10

,000 10

,500 10 ,000 10 ,000 10 ,000 10 ,500 10 00 each were

010 to Mr. Naalgamation buity shares w

egulations, 20

r of s

Face Value

(`)

,000 10 ,000 10 ,000 10

,500

10 ,500 10 ,000

or inclusion oue paid-up eqion does not her directly or

Scotts Ga

Issue/ Transfer

Price (`)

10.00

10.00

10.00

Nil

N.A(1) 10.00 10.00 10.00

allotted again

aseer Ahmed.between Scottwere transferr

009 for a peri

Issue/ Transfer

Price (`)

10.00 10.00 10.00

N.A Nil

of the Equity quity share caconsist of anyr through any

arments Limi

% age of Pre

Issue Capital

% aPIs

Ca

0.03 0

3.13 2Negligible

Ng

37.97 27

1.47 11.47 10.01 00.32 044.40 32

nst one share

. These sharets Clothing Ped at the face

iod of 3 year

% age of Pre

Issue Capital

% aPIs

Ca

0.32 00.01 01.47 1

1.47 124.11 1727.38 20

Shares for enapital from thy private placy intermediar

ited

age of Post ssue apital

0.02

2.29 Negli

ible 7.73

1.07 1.08 0.01 0.23 2.43 of

es were Private e value

rs is as

age of Post ssue apital

0.23 0.01 1.08

1.07 7.61 0.00

nsuring he date cement ry.

4

(A)of PProIndIndHinFamCenGovGovBodFinInstAny(SpSubForIndResIndForIndBodInstAny(SpSub

Shares heldRegulation which are loand compliaRegulations

Shares heldRegulationsin control operiod and Takeovers) locked-in Eqcollateral seone of the tcontributionfulfilling thethe purposepromoter’s year from th

4. The share

Category of Shareholder

Shareholding Promoter and omoter Group dian dividuals/ ndu Undivided mily ntral vernment/ Statevernment dies Corporate

nancial titutions/ Banksy Others

pecify) b Total (A)(1) reign dividuals (Non-sident dividuals/ reign dividuals) dies Corporate titutions y Other

pecify) b Total (A)(2)

d by the perso

37 of SEBI (ocked in, subance of Securs, 1997 as app

d by Promoters, may be tranof the Compan compliance Regulations,

quity Shares ecurity for loaterms of sancn under Regue requiremene of financingcontribution he date of allo

eholding patt

No. of Sharehol

ders

14

e Nil

1

Nil

Nil

15

Nil

Nil Nil

Nil

Nil

on other than(ICDR) Regulbject to continities and Exch

plicable.

r(s) which arensferred to anny, subject toof Securities 1997, as appheld by the P

ans granted bction of such ulation 36 of tnts of this claug one or more

for three yearotment in this

tern of the Co

Total No. of Shares

To

Diz

1,55,11,100

Nil

48,31,250

Nil

Nil

2,03,42,350

Nil

Nil Nil

Nil

Nil

n the Promotlations 2009,

nuation of lochange Board

e locked in asnd amongst Pro continuation and Exchangplicable. As pPromoter(s) cby such banksloan. Providethe SEBI Reg

use, the loan h of the objectsrs, the entire ps public issue

ompany befo

Pre-Issue

Total No. of Shares

held in Dematerial

zed Form

Toas

A%

(A

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil Nil

Nil

Nil

38

er, prior to th may be tran

ck –in in the hof India (Sub

s per the releromoter/Promn of lock –in ge Board of per Regulatioan be pledges or financial ed that if secuulations, the

has been grans of the issue.pre-issue sha.

ore and after t

otal Shareholdins a % of total No

of Shares

As a % of A+B)

As a %of

(A+B+C

54.46 54.4

Nil N

16.97 16.

Nil N

Nil N

71.43 71.4

Nil N

Nil NNil NNil N

Nil N

his Issue, wh

nsferred to anhands of tranbstantial Acqu

evant provisiomoter group in the hands India (Substaon 39 of SEBed only with b institutions, urities are locsame may be

nted by such b. Other than tre capital wil

the Issue is a

ng o.

Total No. oShares %

C)

46 1,55,11,1

Nil

97 48,31,2

Nil

Nil

43 2,03,42,3

Nil

Nil Nil Nil

Nil

Scotts Ga

hich are subjeny other per

nsferees for thuisition of Sha

ons of Regula or to a new p of transfereeantial Acquis

BI (ICDR) Regbanks or finaprovided thecked in as mie pledged, onbanks or finanthose shares tll be locked in

s follows:

Post-Issue

of

Total Shaas a % of

of Sh

As a % of

(A+B)

00 39.79

- -

250 12.39

- -

- -

350 52.18

-

- -

-

-

arments Limi

ect to lock in son holding

he remaining ares and Take

ation 36 of thpromoter or pes for the remsition of sharegulations, 200ncial instituti

e pledge of shinimum prom

nly if, in addincial institutiothat are locken for a period

Sareholding f total No. hares

As a % of

(A+B+C)

N

s

9 39.79

- -

9 12.39

- -

- -

8 52.18

-

- -

-

-

ited

as per shares period

eovers)

he SEBI persons maining

es and 09, the ions as

hares is moters’ ition to ons for

ed in as of one

Shares Pledged or otherwise encumbered

Number

of shares

As a % of TotalNo. ofShares

Nil Ni

-

Nil Ni

-

-

Nil Ni

l f s

il

-

il

-

-

il

TotShaProPro(A)(B) ShaInsMuUTFinInstCenGovGovVenFunInsuComForInstInvForCapAny(SpSubNoBodIndIndIndshaholsha` 1 ii. IshaholshaexcAny(SpNonInd(OCHinFamDemMeSubTotSha

Category of Shareholder

tal areholding of omoter and omoter Group =(A)(1)+(A)(2) Public areholding titutions

utual Funds/ I

nancial titutions/ Banksntral vernment/ Statevernment nture Capital nds urance mpanies reign titutional

vestors reign Venture pital Investors y Others

pecify) b Total (B)(1) n-Institutions dy Corporate dividuals: dividuals – i. dividual areholders ding nominal

are capital up to Lakh ndividual

areholders ding nominal

are capital in cess of ` 1 Lakh y Other

pecify) n-Resident

dians CBs) ndu Undivided mily mat – Clearing mber b-Total (B)(2) tal Public areholding

No. of Sharehol

ders

15

Nil

Nil

e Nil

1

Nil

Nil

Nil

Nil

1

12

106

11

Nil

Nil

Nil

1

Nil

130

131

Total No. of Shares

To

Diz

2,03,42,350

Nil

Nil

Nil

17,39,130

Nil

Nil

Nil

Nil

17,39,130

55,04,550

5,01,600

3,64,750

Nil

Nil

Nil

25,000

Nil

63,95,000

81,35,030

Pre-Issue

Total No. of Shares

held in Dematerial

zed Form

Toas

A%

(A

Nil

Nil

Nil

Nil

17,39,130

Nil

Nil

Nil

Nil

17,39,130

Nil

29,500

Nil

Nil

Nil

Nil

Nil

Nil

29,500

17,68,630

39

otal Shareholdins a % of total No

of Shares

As a % of A+B)

As a %of

(A+B+C

71.43 71.4

Nil N

Nil N

Nil N

6.11 6.1

Nil N

Nil N

Nil N

Nil N

6.11 6.1

19.33 19.

1.76 1.

1.28 1.

Nil N

Nil N

Nil N

0.09 0.

Nil N

22.46 22.4

28.57 28.

ng o.

Total No. oShares %

C)

43 2,03,42,3

1,86,41,9

Nil

Nil

Nil

11

Nil

Nil

Nil

Nil

11

33

76

28

Nil

Nil

Nil

09

Nil

46 1,86,41,9

57 1,86,41,9

Scotts Ga

Post-Issue

of

Total Shaas a % of

of Sh

As a % of

(A+B)

350 52.18

984 47.82

984 47.82

984 47.82

arments Limi

Sareholding f total No. hares

As a % of

(A+B+C)

N

s

8 52.18

2

2 47.82

2 47.82

ited

Shares Pledged or otherwise encumbered

Number

of shares

As a % of TotalNo. ofShares

Nil Ni

Nil Ni

Nil Ni

Nil Ni

Nil Ni

Nil Ni

Nil Ni

l f s

il

il

il

il

il

il

il

(B)=TOShaCusagaDepRecissuGR(A)

5

6

Category of Shareholder

=(B)(1)+(B)(2) OTAL (A)+(B) ares held by stodians and ainst which pository ceipts have been ued (C)

RAND TOTAL +(B)+(C)

5. There are n

of the Comwith SEBI e

Date of T27/08/201

6. Equity Shar

6a. Top ten

Sr. No.

1. Mr.2. Ped3. B.R4. Bom5. Can6. Mrs7. Mr.8. Ma

and9. Ash10. Bes

6b. Top ten Sr. No.

1. Mr.

No. of Sharehol

ders

146

Nil

146

no transactionmpany during

except the fol

Transfer 0 M

res held by th

n shareholder

. Naseer Ahmdigree ConstruR.Machine Toombay Rayon Fnbank Venturs. Nuzhat Ais. Awaiz Ahmster Faiz Ahm

d natural guarhwell Textilesst View Infrab

n shareholder

. Naseer Ahm

Total No. of Shares

To

Diz

2,84,77,380

Nil

2,84,77,380

ns in the Comg a period of sllowing:

TransferoMr. Loganatha

he top ten sha

rs as on the d

Name of the

med uction Pvt. Ltols Pvt. Ltd. Fashions Ltd.re Capital Funsha Naseer

med med (Held byrdian) s Pvt. Ltd. build Private L

To

rs ten days pr

Name of the

med

Pre-Issue

Total No. of Shares

held in Dematerial

zed Form

Toas

A%

(A

17,68,630 1

Nil

17,68,630 1

mpany’s Equitsix months pr

or an Mr.

areholders:

date of filing

Shareholder

td.

. nd Ltd.

y Mr. Naseer A

Limited otal

rior to filing

Shareholder

40

otal Shareholdins a % of total No

of Shares

As a % of A+B)

As a %of

(A+B+C

100.00 100.

Nil N

100.00 100.

ty Shares by treceding the d

Transferee Naseer Ahme

this Red Her

r

Ahmed as Fat

this Red Her

r

ng o.

Total No. oShares %

C)

00 3,89,84,3

Nil

00 3,89,84,3

the Promoter date of filing

No. ed 9

rring Prospec

No.

ther

rring Prospec

No.

Scotts Ga

Post-Issue

of

Total Shaas a % of

of Sh

As a % of

(A+B)

334 100.00

- -

334 100.00

& their relatiof Draft Red

of shares 90,000

ctus with RO

of Shares

1,26,44,500 48,31,250 30,05,500 20,00,000 17,39,130

7,64,500 6,43,500 6,43,500

1,99,800 1,16,000

2,65,87,680

ctus with ROC

of Shares

1,26,44,500

arments Limi

Sareholding f total No. hares

As a % of

(A+B+C)

N

s

0 100.00

- -

0 100.00

ives or the dirHerring Pros

Issue Pr10.00

C:

% to PaidCapita

(face value

C:

% to PaidCapita

(face value

ited

Shares Pledged or otherwise encumbered

Number

of shares

As a % of TotalNo. ofShares

Nil Ni

Nil Ni

rectors spectus

rice 0

d up al ` 10/-) 44.40 16.97 10.55 7.02 6.11 2.68 2.26

2.26 0.70 0.41

93.36

d up al ` 10/-) 44.40

l f s

il

il

7

8

9

Sr. No.

2. Ped3. B.R4. Bom5. Can6. Mrs7. Mr.8. Ma

and9. Ash10. Bes

6c. Top ten

Sr. No.

Nam

1 Mr.2 Ped3 B.R4 Bom5 Mrs6 Mr.7 Mas

Fath8 Ash9 Mr.

10

Mr.Ms.Ms.Ms.Ms.Ms.Ms.Ms.Mr.

7. Till date CSchemes.

8. There is nDirectors,

9. The Comp

digree ConstruR.Machine Toombay Rayon Fnbank Venturs. Nuzhat Ais. Awaiz Ahmster Faiz Ahm

d natural guarhwell Textilesst View Infrab

n shareholder

me of the Sha

. Naseer Ahmdigree ConstruR.Machine Toombay Rayon Fs. Nuzhat Ais. Awaiz Ahmster Faiz Ahmher and naturhwell Textiles. Mukhtar Ah. Aslam Ahm. Zareena Beg. Jabeen Sulta. Yasmeen Su. Nazneen Ish. Thaseen Sult. Kasthuri Beg. Parvathi A. . Pranav Verm

Company has

no “buy back, BRLM and C

pany has not

Name of the

uction Pvt. Ltols Pvt. Ltd. Fashions Ltd.re Capital Funsha Naseer

med med (Held byrdian) s Pvt. Ltd. build Private L

To

rs two years p

areholder

med uction Pvt. Ltols Pvt. Ltd. Fashions Ltd.sha Naseer ed

med (Held byral guardian) s Pvt. Ltd. hmed ed

gum ana ltana

hrath tana gum

ma Total

s not introduc

k” or “stand bCo-BRLM for

raised any br

Shareholder

td.

. nd Ltd.

y Mr. Naseer A

Limited otal

prior to filing

td.

y Mr. Naseer

ced any Emp

by” arrangem the equity sh

ridge loan aga

41

r

Ahmed as Fat

g this Red He

Ahmed as

loyees Stock

ment for purchhares offered t

ainst the proc

No.

ther

erring Prospe

No. of Share

1,2432

2,5

Option Schem

hase of Equitthrough this R

ceeds of the is

Scotts Ga

of Shares

48,31,250 30,05,500 20,00,000 17,39,130

7,64,500 6,43,500 6,43,500

1,99,800 1,16,000

2,65,87,680

ctus with RO

es %Ca(fa

26,44,500 48,31,250 30,05,500 20,00,000

7,64,500 6,43,500 6,43,500

2,80,700 1,00,100 1,00,000 1,00,000 1,00,000 1,00,000 1,00,000 1,00,000 1,00,000 1,00,000 1,00,000

57,23,550

mes/ Employ

ty Shares by SRed Herring P

ssue.

arments Limi

% to PaidCapita

(face value

OC

% to Paidapital ace value ` 10

yees Stock Pu

SGL, our ProProspectus.

ited

d up al ` 10/-) 16.97 10.55 7.02 6.11 2.68 2.26

2.26 0.70 0.41

93.36

d up

0/-) 47.29 18.07 11.24 7.48 2.86 2.41

2.41 1.05 0.37 0.37 0.37 0.37 0.37 0.37 0.37 0.37 0.37 0.37

96.54

urchase

omoter,

1

1

1

1

1

1

1

1

1

1

2

2

2

2

10. The comp

11. We have Venture Cprior to thmay be lotowards th

12. An over-s

rounding

13. There wouand rightHerring P

14. A total ocompetitivmake Bidreservatio

15. Under-subIn case ofunder sub

16. We presenBid/Issueissue of Efor Equity

17. SGL has n

18. SGL has n

19. We underCompanytime to tim

20. As on theconvert dthe Promo

21. No paymmade eithallotment

22. The Equit

23. As on dawholly owand Inves

pany has 146 S

allotted 17,39Capital Fund he date of theower than thhe objects of t

subscription off to the nea

uld be no furts issue or inProspectus wi

of 4,50,000 Eve basis, subs in the Net I

ons for emplo

bscription, if f under-subscbscription sha

ntly do not ine Opening DaEquity Shares y Shares) whe

not revalued i

not made any

rtake that at y and that it sme.

e date of thisdebentures, looter are not su

ment, direct orher by the iss in the public

ty Shares offe

te of this RHwned subsidistment Manag

Shareholders

9,130 equity s (CVCFL), the Red Herringe Issue Pricethe Issue. For

to the extenarest multiple

ther issue of cn any other mith SEBI until

Equity Sharesbject to valid Issue to Publiyees shall not

any, in the Rcription in Nall be permitte

ntend or propate, by way of (including isether preferen

its assets sinc

y public issue

any given timshall comply

s Red Herringoans or other ubject to any

r indirect, in suer companyc issue.

red through t

HP there are iary of Canarger.

as on the dat

shares of `10/rough its Trug Prospectus.. The funds rr further detai

t of 10% of e of minimum

capital whethmanner durin the Equity Sh

s have been bids being ric and such Bt exceed five

Reservation foNon Institution

ed from other

pose to alter f split or conssue of securit

ntial or otherw

e its incorpor

since its incor

me, there shawith such di

g Prospectus financial inspledge.

the nature oy or the prom

this Issue will

no equity shra Bank is hol

42

te of filing thi

/- at an issueustee and Inv The price at raised by wails, please see

the net issuem allotment lo

her by way ofng the periodhares to be iss

n reserved foreceived at orBids shall not

per cent of th

or Eligible Emnal Portion ar categories.

our capital ssolidation of ties convertibwise.

ration.

rporation.

all be only onisclosure and

, there are notruments into

of discount, cmoter in any p

l be fully paid

hares held bylding 17,39,13

is Red Herrin

e price of `115vestment Man which equityy of the Pre-

e “Objects of t

e to public cot.

f issue of bonud commencinsued pursuan

or allocation r above the i be treated as

he post issue c

mployees shalland Retail Po

structure for athe denomina

ble into or exc

ne denominat accounting n

o outstandino the Equity

commission apublic issue t

d up.

y BRLM and 30 equity sha

Scotts Ga

g Prospectus

5/- per equitynager under y shares were-IPO Placemethe Issue” on

can be retaine

us shares, preng from submnt to the Issue

to the Eligiissue price. E

s multiple Bidcapital of the

l be added bartion, spill ov

a period of siation of Equitchangeable, d

tion for the Enorms as spec

g warrants, oShares. The s

allowance or to the person

Co-BRLM. Hares of `10/-

arments Limi

with SEBI.

y share to Ca Pre-IPO place allotted to Cent shall be u page 44.

ed for purpo

eferential allomission of th

e have been lis

ible EmployeEmployees cads. The aggregCompany.

ack to the Netver to the ex

ix months froty Shares or f

directly or ind

Equity Sharescified by SEB

options or rigshares locked

otherwise shns who receiv

However, CVCthrough its T

ited

anbank cement CVCFL utilized

oses of

otment, he Red sted.

ees on an also gate of

t issue. tent of

om the further

directly

of the BI from

ghts to d in by

hall be ve firm

CFL, a Trustee

2

24. The Issueallocated shall be aportion shFunds, suFunds is lFund porBidders. proportioavailable received a

e is being madon a proporti

available for hall be availa

ubject to validless than 5% tion will be aFurther, not nate basis tofor allocation

at or above th

de through thionate basis toallocation onable for alloc

d Bids being reof the QIB po

added to the less than 4

o Non-Institutn on a propohe Issue Price.

he 100% Booko eligible Qua

n a proportioncation on a peceived at or ortion, the baQIB portion

40% of the Ntional Bidderrtionate basis.

43

k Building Pralified Institunate basis to

proportionate above the Iss

alance Equity and be availaNet Issue shrs and not les to Retail In

rocess where

utional Buyers Mutual Fun

e basis to all sue Price. If th Shares availaable for allocahall be madess than 35% dividual Bidd

Scotts Ga

in 25% of thes. Further, 5%

nds only and QIB Bidders

he aggregate able for allocation proporte available fof the Net Is

ders, subject

arments Limi

e Net Issue sh% of the QIB P the remainins, including M demand by Mation in the Mtionately to thfor allocationssue shall beto valid Bids

ited

hall be Portion ng QIB Mutual Mutual Mutual he QIB

n on a e made s being

The Objects • Setting u

Processin• Margin M• General c• Issue exp In addition, The main omain objectraised by us The net prorequiremenindustry in the fund req Requiremen Requiremen We intend tof Proceeds

Sr. No

1 SKM

1.1 L1.2 B1.3 M1.4 M1.5 P1.6 P

2 M3 Is4 G T

Means of Fi

Term LoanTerm LoanPublic Issu

s of the Issue i

up of unit fng Unit at KaMoney for wocorporate purpenses

, our company

object clause ots enables uss through this

ceeds of the Int is based on which we opquirement ma

nt of Funds a

nt of Funds

to utilize net are as per the

Setting up oKarnataka anMaharashtra Land & Site DBuilding and CMachineries anMiscellaneousPreliminary anProvisions for Margin Moneyssue Expenses

General CorpoTOTAL

inance

n for Doddaban for Kagal Prue of equity sh

is to raise reso

for Trouser mgal - Kolhapu

orking capitalrpose

y expects to r

of our Memos to undertaks Issue.

Issue after dedn the current perate, we maay change.

and Means of

issue proceede table set for

of unit for nd Knitting

evelopment Civil Works nd Equipmen

s Fixed Assetsnd pre Operat Contingenciey for Workings orate Purpose

Particulars

allapur Projecroject from Cahares

OBJECTS O

ources to fina

manufacturinur, Maharashtl of new units

receive the ben

orandum of Ake the existin

ducting the ebusiness pla

ay have to rev

f Finance

ds for financirth below:

Particul

Trouser mand Fabric

nts s tive Expenseses g Capital

e

ct from Canaranara Bank

44

OF THE ISSU

ance:

ng at Doddabtra s

nefits of listin

Association anng activities a

xpenses for thn. In view of

vise our busin

ing the above

lars

manufacturingProcessing a

s

ra Bank

UE

ballapur, Kar

ng of equity s

nd objects incand the activ

he Issue are ef the competiness plan from

e mentioned o

g at Doddaat Kagal – K

Amoun(`In lac

6090

Scotts Ga

rnataka and

hares on the S

cidental to thvities for whic

estimated at `itive and dynm time to tim

objects. The d

aballapur, Kolhapur,

nt cs)

Gr

000.00 000.00

arments Limi

Knitting &

Stock Exchan

he attainmentch funds are

` [•] Lacs. Thenamic nature

me and conseq

details of utili

(`In Lacs)

Amount

1316.07286.4

17204.12612.51289.91168.71116.8

[•[•[•

rand Total

15000.00[•]

ited

Fabric

nge.

of the e being

e Fund of the

quently

ization

00 41 15 50 98 73 80 •] •] •]

0

Internal AcTotal Mea

*The amounshall be funrequired am

Firm Arrang We undertastated meaninternal accr Our Compaproject at D The importa Nature of L

Date of Letter Amount Margin Rate of Inter

Purpose

Tenor Repayment

Security Personal Gu

ccruals* ans of Finance

nt other than nded from in

mount shall be

gement

ake that firm ns of financeruals have be

any has beenoddaballapur

ant terms and

Loan

Sanction

rest

uarantee 1

Particulars

e

IPO proceednternal accrue adjusted wit

arrangemente excluding teen made.

n sanctioned r and Kagal.

d conditions o

Term Loan fo

22/09/2010

`60.00 crores41.18% 1. Base Rate

2. To part i.e. settinproduce trousers/of KnDoddaba *Presentlunit hasKolhapur

Door to Door3. In 95 m

1.30 CroinstalmenInterest tdue.

Initial repaymincluding im

Exclusive Ch1. Mr. Nase

ds and Term Lals. Any funth the IPO pr

ts of finance tthe amount r

term loans f

of the sanction

or Doddaball

e + 4% p.a. (i.

fund expanng up of garm

30,000 /day and 40,0nitted fab

allapur

ly the Knit been shifter, Maharashtrr -11 years

monthly instaores each annt being ` 1to be paid a

ment holidayplementation

harge on projeeer Ahmed –

45

Loan proceednds deployedoceeds and p

through verifraised throug

from Canara

n for Doddab

lapur

e. 12% p.a.)

nsion project ment units to

pieces of 000 kgs/day brics* at

tting Fabric d to Kagal, ra

lments of ` nd the last 1.50 Crores. s and when

y of 3 years n period.

ect assets. net worth `

Amoun(`In lac

ds required tod from internploughed back

fiable means gh proposed

Bank aggreg

ballapur and K

Term Loan

12/04/2013

` 90.00 Cro60.34% Base Rate 13.25%, floaTowards pfabric unit

Door to Do6 1/2 years i1 ½ years. Repaymentinstalments Repaymentof 21 modisbursemeExclusive C1. Mr. Na

Scotts Ga

nt cs)

Gr

owards the ‘Onal accruals ok in the Comp

towards hun issue and e

gating to `15

Kagal project

n for Kagal un

3

ores

+3.00% p.ating) part fundingat KITTPL at

oor - 6 1/2 yearincluding init

t in 20 s of `4.50 cror

t to commennths from tent Charge on proaseer Ahmed

arments Limi

rand Total

[•][•]

Objects of theover and abopany.

ndred percentexisting ident

5000.00 lacs f

are as follow

nder RTUFS

a. (i.e. pres

g knitted pr Kagal, Kolha

rs tial moratoriu

equal quares each.

nce on complthe date of

oject assets d – net wo

ited

e Issue’ ove the

t of the tifiable

for the

s:

sently

rocess apur

um of

rterly

letion first

rth `

OosIsfcI0y Wdpr

Nature of L

The other im Doddaballa 1. Auditor’s

company 2. Company

a. Not to db. Underta

coveredwithout

c. Invest associatbusines

d. To enteInstituti

3. The decis

with prior4. The comp

Debt Statebank will

5. Bank mayapproved

6. Copies of of compan

7. If Firm/Cspecific pe

8. Assets (Cu

Our companyof Rs.60 croresanctioning ofndia has sanc

sanction of Stfrom Canara Bcost. The loanndia. In the

09/04/2013 toyear and rate

We are in the documentatioproject and avrequired to pa

Loan

2

mportant term

apur Project:

s certificate t shall be subm

y to undertake

divert the banaking any ne

d by compant NOC from tby way of

tes/allied/siss or advancesr into any boions/Compan

ion on merger permission pany should ement, Financ charge addity at its discr

d by the bank ITAO or statny/partner/g

Company is rermission. urrent/Fixed

y had availed es from Canaf term loan factioned an amtate Bank of IBank. We pron sanctioned

e meantime wo repay portioof interest is

process of avon. We propovail the new loart finance the

Term Loan fo

6.43 Cror2. Mrs. Nuz

Worth ` 1

ms and condit

to the effect mitted. e for the follo

nk borrowingew project/scny’s net cash he bank. Share capita

ster/any othes to employee

orrowing arrany

er, amalgamaof the bank. Asubmit the pcial Statemenional interestretion entrusand such exptement of retuguarantor shareconstituted,

) charged to t

a term loan oara Bank. Ouacility for the mount of Rs.5India is 12.40opose to repa by State Banwe have alsoon of term loa11%.

vailing the terose to repay oan sanctionee Doddaballa

or Doddaball

res. zhat Aisha N1.06 Crores.

tions for Sanc

that there a

wing:

gs/Working Ccheme of mo accruals aft

al in or lener concerns. Nes are not covangements eit

ation, reconstrAn undertakinperiodical infnts, Quarterlyt not exceedinst the job of penses shall beurn/auditor’sall be submitt continuation

the bank shal

of Rs.46.70 crur company Doddaballap55.40 crores t% p.a. as aga

ay the outstannk of India is o availed a san availed fro

rm loan sanct the outstanded by State Ba

apur project w

46

lapur

Naseer – Net

ction of loan f

are no arrear

Capital Fundsodernization uer providing

nd or advanNormal trade vered under thther secured o

ruction take ong to this effeformation lik Operating St

ng 2% on the o periodical ve borne by ths certificate reted. n of Credit fa

l be adequate

rores for our had also mad

pur project forterm loan for ainst rate of innding term loa also eligible short term loom Canara Ba

tioned by Stading loan of ank of India a

would be met

Term Loan

14.44 C2. Mrs. N

Worth `

or the Project

s in the pay

unless such a

g for Dividen

nce funds to credit or secuhis covenant. or unsecured

over, shiftingect should be e OCC, Stocktatements frooutstanding lvaluation of

he borrower. egarding subm

acilities will b

ely insured fo

Doddaballapde an applicar better terms the said projnterest of 13.7an of Canara for benefits u

oan of Rs.19 ank. The peri

ate Bank of InCanara Bank

as mentioned through inter

Scotts Ga

n for Kagal un

Crores. Nuzhat Aish` 0.50 Crores

t are as under

yment of stat

an expenditunds, etc., or f

o or place durity deposits with any oth

g of premises, given. k Statements

om time to timiability. securities ch

mission of up

be subject to

or all risks as p

pur project ouation to State and interest ject. The inte75% p.a. sancBank in ordeunder RTUFScrores from

iod of loan of

ndia by complk sanctioned above. Balanrnal accruals.

arments Limi

nder RTUFS

ha Naseer –.

r :

tutory dues b

ure on expanfor long term

deposits wits in usual cou

her banks/Fin

, shall be don

cum MSODme failing wh

harged, to a

pto date Tax r

obtention of

per norms.

ut of a total sae Bank of Indrates. State B

erest rate as pctioned and ar to save on inS of GovernmIndusInd Ba

f IndusInd Ba

leting the necfor Doddaba

nce of Rs.4.60

ited

– Net

by the

sion is m uses

th any urse of

nancial

ne only

, Book ich the

valuer

returns

banks

anction dia for

Bank of per the availed nterest

ment of ank on ank is 1

cessary allapur 0 crores

T

The details of Nature of L

Date of Letter Amount

Margin

Rate of InterPurpose

Tenor

Repayment

Security Personal Gu

TERMS &

1) To Submi 2) To Submi 3) Company

project be 4) All statuto 5) Processin

be recover 6) Security D

of the enh 7) Bank's ch

concerned 8) Promoters

certificatesubmitted

9) Up-to-dat

mortgage

term loan san

Loan T

Sanction 0

` 3

rest BTgtf 7m

IalE

uarantee MM

& CONDITIO

it NOC from K

it closure lette

y's Statutory efore disburse

ory approvals

g fee and upfred before dis

Documentatiohanced / new

harge on thed / CERSAI, b

s to bring ine to this effecd on record

te nil encumd to the Bank

nctioned by S

Term Loan fo

02/01/2013

` 55.40 crores

33.53% of the

Base Rate (9.7To part fund garment unitrousers/day fabrics* at Do

78 months imonths In 60 monthland 11 monthlast installmenExclusive ChaMr. Naseer AhMrs. Nuzhat A

ONS:

KIADB and C

er from Canar

Auditor's cerement

s including P

front fee, besisbursement o

n and formalw loan limits

e immovable before disbur

n the stipulatct should be

mbrance certik, before disbu

State Bank of I

or Doddaball

Project Cost

75%) + 2.65% expansion pits to produ and 40,000

oddaballapur

ncluding mo

y instalmentshly instalmennt of ` 1.05 crarge on projechmed Aisha Naseer

Canara Bank f

ra Bank for th

rtificate to be

CB Clearance

ides penal intof credit facilit

lities of EM cr

properties srsement

ted margins u obtained fro

ificates shouursement and

47

India are as u

lapur Project

p.a. (i.e. 12.40project i.e. setuce 30,000

0 kgs/day o

oratorium pe

s of ` 0.75 Cnt of ` 0.85 Crores ct assets

r

fo mortgaging

he existing ter

e obtained fo

e to be submit

terest as per pties

reation / exte

should be no

upfront / prom the Statut

uld be obtaind thereafter ev

under

from SBI

0% p.a.) tting up of pieces of

of Knitted

eriod of 6

Crores each Crores and

g of leasehold

rm loan outsta

or Company's

tted before di

previous sanc

ension have t

oted with th

roportionatelytory Auditors

ned and subvery 12 month

Scotts Ga

d rights before

andings

s investments

isbursement o

ction terms as

to be complet

he Sub-Regis

y before disbs of the unit

bmitted for hs as per exta

arments Limi

e disburseme

s in Doddaba

of the loan

s applicable h

ted before dis

trar of Assu

bursal of limt / Company

all the propant instruction

ited

ent

allapur

have to

sbursal

urances

its. A y to be

perties ns

10) Limits ar

A) SecuriB) MortgC) Filing o

11) Bank's chmandator

12) To subm

13) The unit Kagal Proje The followin

1. Poll2. Con

The compadverse ecompany. Non compabove app The bank events con

1. A2. Th

ot3. E

pr4. Th

The securaggregatin Submissioexpenditu The compthe total p The disbudocument

re to be disbu

ity Documentgage creation /of charge with

harge on the ry period and

mit list of mach

to furnish an

ect:

ng permission

lution controlnsent from Di

pany will keeeffect on their.

pliance of anyplicable ROI

reserves thensidered likel

Any instalmenhe company cther documenxecution or droperty he company c

rity for this teng to Rs. 170

on of monthlure incurred o

pany should fproject cost

ursement shats including C

ursed only afte

tation / Extension /h ROC / CER

assets of thed fresh search

hineries hypo

undertaking

ns / approva

l Certificate frirectorate of F

ep the bank r operations,

y of the sanct

right to call ly to jeopardi

nts remainingcommitting ants executed bdistress being

ceasing or thr

erm loan is ex crore as regu

y PIPR by thon the project

furnish details

all be made CA certificate

er completion

/ Regn. Of E.MRSAI

e Company s report should

othecated to th

that any esca

als should be i

rom State GovFactories for O

informed of sales, profits

tion terms/ c

up the loan ise the interes

g unpaid on thany breach or by them or ang enforced or

reatening to c

xtendable to wular facility) as

he LIE and cet for review of

s regarding b

based on t

48

n of all forma

M

should be regd be obtained

he Bank to oth

alation in proj

in palce and p

vernment / POperations fo

the happenins etc and the

conditions is

upon the hapst of the bank.

he due date default in theny other termr levied again

cases to carry

working capits collateral se

ertificate fromf progress on

break up of th

he purchas

lities includin

gistered with d and placed o

her Banks / F

ject cost shall

produced for

Pollution Conr Textiles Ma

ng of any ev remedial ste

liable to attra

ppening of a.

e performancms and conditi

nst the whole

on their busi

tal facilities eecurity

m practising C the project by

he miscellaneo

se orders/ q

Scotts Ga

ng:

the ROC coon record.

F.I.s separatel

l be borne by

verification :

ntrol Board. anufaturing fa

vent likely to eps proposed

act penal inte

ny of the un

ce or observanons relating te or any par

iness

njoyed with o

Chartered Acy the bank

ous fixed asse

uotations an

arments Limi

ncerned with

ly.

the borrower

acilities.

have a subs to be taken

erest @ 2% ov

der noted or

nce of the covto the loan’ t of the com

our bank (pre

ccountant (C

ets estimated

nd othe supp

ited

hin the

r.

stantial by the

ver and

r other

venants

pany`s

esently

CA) for

d under

porting

The projeIPO shall proceeds confirm aManagers TUF eligib Penal intenot submaccounts o

DETAILS O 1. Setting u

Processin Our compantowards forRayon Fashforming padocument. TMOU. We pPresently, wDoddaballa We had appfor designinvarious indorganizationManagemenindustrial p Presently it Kolhapur, Mthe executiocompany inhereinunder The followin• 10% C• Maha

will btakenrate is

• BenefincludETP e

ct margin is p be pooled in amount withnd ensure com

s / Bankers to

bility to be go

erest of 2 % pmitted before 3

of the compan

OF THE OBJE

up of unit fong at Kagal – K

ny proposed r which we h

hions Limitedrt of the saidThe trouser mpropose to utiwe are in thapur and the s

pointed Gherng and executdustries and n for providnt and has lants, comme

has been proMaharashtra. on of the Kagn view of ther :

ng benefits wCapital Subsidarashtra State be 2% after takn as either 12.s less. fits those are ding subsidy etc.

proposed to bn a no-lien ach other banksmpliance of t

o the IPO issu

ot established

.a. on the out31st October ony whichever

ECTS OF TH

or Trouser mKolhapur, M

to set up Reahave entered

d (BRFL). Thed tripartite M

manufacturingilize part of the advanced

same is being

zi Eastern Limtion of the Proprovides com

ding consultasuccessfully

ercial complex

oposed to set u A Techno Egal Project hae change in t

will be availabdy and 5% Int Governmentking into acco5% or Banks

eligible for Sc for developm

be met out ofccount with u to the extenthis requireme

ue in this rega

d from TUF ce

tstanding liabof every yearr is earlier

HE ISSUE

anufacturingMaharashtra

adymade Gard into a tripae trouser manMOU. For theg unit at Dodhe issue procstage of com

g independent

mited (GEL) oject. Gherzi mprehensive ancy servicescompleted o

xes, etc.

up the knittinEconomic Feaas been obtaithe location o

ble to the Comterest Subsidyt to provide aount assistanc prime lendin

cheme for Intment of Park

49

f IPO proceedus or otherwt of equity moent without fa

ard as may be

ell as per new

bility shall be r or within a

g at Doddaba

rment units frtite MOU w

nufacturing ue details of Mdaballapur is

ceeds for settimpletion of stly executed b

a firm speciawas foundedconsulting s

s in Architeover 1800 pr

ng & fabric prasibility Repoined. The addof the Knittin

mpany by shify from Ministssistance in ace from all thng rate or the

tegrated Text resulting sav

ds / internal

wise our lien soney requiredail and shall n required.

R-TUFS

collected if thfortnight from

allapur, Karn

or exports at with Governmunit at DoddaMOU please s one of the loing up manufsetting up ofby us.

alized as consd in 1960 and f

ervices. GELectural & Enrojects acros

rocessing unitort (TEFR) daditional beneng and Fabri

ting the projetry of Textiles

a manner thathe sources. The rate of inter

tile Park (SITPvings in infras

Scotts Ga

accruals. Heshall be got m

d for this projenotify the Me

he audited finm the date of

nataka and K

different locament of Karnaballapur is o refer page n

ocations formifacturing unitf trouser man

ultants, enginfocuses on th

L is an ISO 9ngineering Dss different s

t from Doddaated 09/07/20efits that will ic Processing

ect to Kagal: s under RTUFt effective ratehe applicable rest actually c

P) by Ministrstructure and

arments Limi

ence the procemarked on thect. Compan

erchant Banke

nancial statemf audit of fina

Knitting and

ations in Karnataka and Boone of the locno. 133 of theing part of trit at Doddabanufacturing u

neers and arche dynamic ne9001/2008 ceesigns and Psectors like

aballapur to K012 from Ghe be available unit is as d

FS. e of interest p interest rate wcharged, whi

ry of Textiles d common fac

ited

eeds of he IPO

ny shall ers and

ment is ancials

Fabric

nataka ombay cations e offer ipartite allapur. unit at

chitects eeds of ertified Project textile,

Kagal – erzi for to the etailed

payable will be ichever

(MoT) cilities,

1.1 Land an

Trouser Ma We have sePark Indust(KIADB) wh57,567 sq mletter datedKIADB vidsubsistence lease period(Rupees Fou(Rupees Onlacs for acqu Knitting & F

The locationpromoted bKagal-Hatk

KITTP has bMinistry of a period of 5acquire 40,0said land wsubscribe toindicated thterms of theof `500.00 land the Comrefundable license agre Our compaand have beland and sit 1.2 Building We have coestimated to

nd Site Develo

nufacturing U

et up trouser trial Area, I hich is propoeters. . This la

d 25/03/2010de agreement of the lease pd and the exeurteen thous

ne Lakh six thuisition of lan

Fabric Proces

n of knitting &by Kagal Indanangale Five

been formed Textiles. The5 years by Ma

000 sq. Meter we have enteo 50,00,000 ehe allocation e SSA and theacs towards mpany enterideposit. The

eement.

ny has madeeen allocated te developme

gs and Civil W

mmenced theotal cost of ` 3

opment

Unit at Dodda

manufacturinPhase, Dodd

osed to be coand was initia0. Subsequent dated 28/0period and alecution of theand two hun

housand six hnd on lease cu

ssing Unit at

& fabric procedustrial Textile Star Indl. A

under the “S total land allaharashtra In of land on leered into Shaequity sharesof 40,000 sq me letter dated the allotmentng into a leav

e other terms

e advance pay the said land

ent is ` 623.00

Works

e construction3777.52 lacs fo

aballapur, Ka

ng unit at D-daballapur, K

ompletely funally allotted o

ntly, our Com02/2011 withlso therafter, e sale deed, tndred and twhundred and um sale basis

Kagal – Kolh

essing unit hale Technologrea, Kagal – D

Scheme for Inlotted to KITT

ndustrial Deveeave and licenare Subscripts of face valumeter of land 15/09/2012,t of 50,00,000ve and licenseand conditio

yment of `10d vide letter d lacs.

n of factory buor setting up

50

arnataka

-3, D-4, A-3, Karnataka allnctional by Don lease-cum-mpany entereh revised pe that is durinthe lessee sha

wenty five oneighty eight oand for the si

hapur, Mahar

as been shiftegy Park PrivaDist Kolhapur

tegrated TextTP at Kagal iselopment Cornse basis fromtion Agreemeue `10/- eachd to our Com the said land

0 equity sharee agreement bns shall be fin

0.00 lacs towadated 01/10/2

uilding, for atrouser manu

A-10, A-11, Slotted by Karecember 2012-sale basis fored into a leaeriod of ten ng the interregall pay to thely) and mainonly). We havite developme

rashtra

d to Kagal Inate Limited (r, Maharashtr

tile Park” pros 2,00,000 sq mrporation (MIm KITTP. Forent (SSA) dah. KITTP ha

mpany on advd shall be alloes of KITTPLby paying annalized at the

ards the alloc2012 from KIT

a total built upufacturing un

Scotts Ga

S-43, S-44 andrnataka Indu2. The allotter period of 6 yase cum sale

years (10 yegnum betwee lessor yearly

ntenance charve incurred toent.

dustrial TextiKITTP). It isra.

omoted by Gometers on leaIDC). Our Cor the purposeated 18/01/20as vide letter vance paymenotted to our CL of the face vn amount of `e time of ente

ation of landTTP. The tota

p area of 34,2nit at Doddaba

arments Limi

d S-45 (P), Austrial Areas ed land admeyears vide allo arrangemenears). Durinen the expiryy rent of ` 14rges of ` 1,06otal cost of `

ile Technolog located at T

overnment ofase basis initiaompany propoe of allotment012 with KIT dated 15/09nt of `10.00 l

Company on rvalue of `10/

`100.00 lacs asering into leav

d of 40,000 sqal cost estima

03 sq.meter wallapur, Karn

ited

Apparel Board easures otment

nt with ng the

y of the 4,225/- 6,688/- 693.00

gy Park T-53/2,

f India, ally for oses to t of the TTP to 9/2012 lacs. In receipt

/- each s a non ve and

q meter ted for

with an nataka.

The followin

Garments ProductionProductionProductionGarment P Washing UGround FlFirst Floor Second FloThird Floo MiscellaneBoiler Water TanSecurity RoStore AreaUndergrou

In terms of cost of Knittarea of 33,70provided in

Descripti

Main ProYarn StoreKnitting Hall Grey FabrProcessinFinish Fab Utility ArHumidificFlat KnittiMezzaninProcessinWare Hou

Canteen

ng are details

Description

Section n Hall (Grounn Hall (First Fn Hall (SeconPrinting Hall

Unit oor

oor or

eous

nk oom

a und Water Ta

TOTAL

Techno Econting & Fabric00 sq. meter.

n TEFR of Ghe

on

duction Hall e section – P

ric Store g - Productiobric Store

rea cation for King

ne Floor g Section use

s of buildings

nd Floor) RBSe

Floor) d Floor)

RBSe

RRRR

ank R

nomic Feasibic processing uThe followin

erzi:

– Knitting/P

Production

on Hall

Knitting &

in Knit

and civil wo

Type ofConstruct

R.C.C. CoBrick walls, Struss, Kotahetc.

R.C.C. CoBrick Walls,Struss, Kotahetc.

R.C.C. ConstrR.C.C. ConstrR.C.C. ConstrR.C.C. ConstrR.C.C. Constr

ility Report ounit at Kagal, g are details o

Type Construction

rocessing R.C.C. CoBrick Walls,Struss, Kotahetc.

R.C.C. ConstructionR.C.C. ConstructionR.C.C. ConstructionR.C.C.

51

rks at Dodda

f tion (Sq

olumns, Steel

h Stone

lumns, Steel

h Stone

ruction ruction ruction ruction ruction

of Gherzi dat Kolhapur is of buildings a

of n

Ar(Sq

olumns, , Steel h Stone

2,54,4

2,59,62,5

n 110

n 120

n 300

1,2

ballapur:

Area q.Meter)

3750 3750 3750 3750

3750 3750 3750 3750

50 253

1500 2400

ted 09/07/201estimated at `and civil wor

ea q.Meter)

500 400

500 600 500

00

00

00

200

Scotts Ga

Rate per Sq. Meter

(`)

10800 10800 10800 10800

10800 10800 10800 10800

10800 10800 10800 10800

12 (TEFR) th` 3509.02 lacsks to be execu

Rate per Sq. Meter (`)

10,000 10,000

10,000 10,000 10,000 10000

10,000

10,000

8,000

arments Limi

Amou(`In La

3

e total constrs for a total buuted at Kolha

Amount (` In Lacs)

250.00 440.00

250.00 960.00 250.00 110.00

120.00

300.00

96.00

ited

unt acs)

405.00 405.00 405.00 405.00

405.00 405.00 405.00 405.00

54.00 27.32

259.20 162.00 35.00

3777.52

ruction uilt up

apur as

)

Descripti

Utility bu

Boiler Ho

MiscellanAdministrtraining cPump HotreatmentGate Hou

General S

Undergro

Civil Wor

Cycle StShed Septic Tan

TOTAL

1.3 Plant an

The break Processing i

Sr. no 1.3.1 1.3.2 1.3.3

1.3.1 Detaile

Sr. No

1 M Cl

on

uildings

use

neous ration Buildentre ouse (includit)

use/Security

Store

ound Water T

rk for ETP

tand/Car Bu

nk

nd Machinery

up of cost ois given unde

Particulars Trouser ManKnitting andKnitting andTotal Plant

ed break Up

Descrip

anufacturingass Feed off

ding with

ing water

ank

us Stand

y

of plant and er:

nufacturing/Gd Fabric Proced Fabric Proce and Machine

of Trouser/G

ption

g of Trouser f the Arm

Type Construction

ConstructionR.C.C. ConstructionR.C.C. Construction

R.C.C. ConstructionR.C.C. ConstructionR.C.C. ConstructionR.C.C. ConstructionR.C.C. ConstructionR.C.C. ConstructionShed

R.C.C. Construction

machinery f

Garment Manessing (Imporessing (Indigeery cost

Garment Man

ManufactuSupplie

Juki Singap

52

of n

Ar(Sq

n

n 500

n 500

n 120

n 250

n 250

n 3,0

n For

n

n

for Trouser m

nufacturing (Irted) enous)

nufacturing P

urer/ er

Currecy*

pore US

ea q.Meter)

0

0

00

0

0

000

r 9,50,556 litre

manufacturin

Imported)

Plant and Mac

en*

Quantity

SD 50

Scotts Ga

Rate per Sq. Meter (`)

8,000

8,000

10,000

8,000

8,000

8,000

es

ng and for K

(Amo

chinery

Unit Price

2500

arments Limi

Amount (` In Lacs)

40.00

40.00

120.00

20.00

20.00

240.00

37.89

200.00

5.00

10.00

3508.89

Knitting and

unt ` In lacs)Amount 2,733.61

12,967.85 1502.69

17,204.15

Amount (Quantity

X Unit Price)

125000

ited

)

Fabric

)

(` in lacsAmount

in ` (including Duty & CIF)

s)

Sr. No

IndMa

BuMa

CoSti

FeneMa

AuMa

2 Posti

LaMa

Au

Re Ba

Un

Be

Fe

De Be

Se

FDDi

Su

2 Ga Sto

Ma

Tu Hi

Descrip

dustrial achine

utton Holeachine omputerised itch Machine

eed off the eedle Chaiachine utomatic Bachine

needle ocket Hemmitch aser Machineannequin

utomatic Spra

ecording Modack Pocket nit

elt Loop Fusin

eed off the Arm

ecorative Stitcelt Loop Settert

DM Singleirect Drive Ma

ub Total

arment Laundone & Enzymachine

umbler Dryer igh Speed Eco

ption

Sewing

e Sewing

Button

arm – 3 in Stitch

Belt loop

Automatic ming chain

table & 3

ay Robot

dule Hemming

ng Unit

m

ch r Complete

Needle achine

dry me washing

Machines o Dyeing &

Manufactu

Supplie

PTE Ltd(Invoice da31/03/201

VI.BE.MAS.P.A.

(ProformInvoice da08/06/201

FG TEKSTKONFEKSIN SAN VE

LTD, ST(Proform

Invoice da05/06/201

SingaporIndustria

Product (PLtd. (ProforInvoice da21/05/201

RongdeInternationTrading C

Ltd. (ProforInvoice da25/05/201

TGS DISTICARET A

VEKILI(Invoice da27/03/201

53

urer/ er

Currecy*

d ated 12)

US

USAC.

ma ated 12)

Eur

Eur

EurTIL IYO TIC

TI ma ated 12)

Eur

Eur

Eurre al

PTE) rma

ated 12)

Eur

Eur

Eur

Eur

Eure nal

Co. rma

ated 12) US

S A.S. I ated 12)

Eur

EurEur

en*

Quantity

SD 50

SD 30

ro 45

ro 15

ro 1

ro 1

ro 1

ro 1

ro 4

ro 5

ro 76

ro 11

ro 15

SD 500 sets

ro 5

ro 1 ro 1

Scotts Ga

Unit Price

4500

3200

5500

15500

16500

290000

200000

20000

9700

3200

4700

10500

15600

421

32500

6500 14300

arments Limi

Amount (Quantity

X Unit Price)

225000

96000

247500

232500

16500

290000

200000

20000

38800

16000

357200

115500

234000

210500

162500

6500 14300

ited

Amount in `

(including Duty & CIF)

72.19

129.94

55.44

181.91

170.89

12.13

213.15

147.00

14.70

28.52

11.76

262.54

84.89

171.99

121.56 1678.61

119.44

4.78

Sr. No

W Hi

Ma Hi

W

StoMa

Tu

Tu

Hy Su

3 Ga

Lawi

Lawi

SU

GR

*

1.3.2 D

The details Sr. No

1 Kni Sing

Dia Sing

Dia Inte

Descrip

ashing Machiigh Speed achines igh Speed Ecoashing Machi

one & Enzymachine

umbler Dryer

umbler Dryer

ydro Extracto

ub Total arment Printi

aser Printingith Accessorie

aser Printingith Accessorie

UB TOTAL

RAND TOTACurrency Rat

Detailed break

of the plant a

Descriptio

itting gle jersey

a/GG gle Jersey

a/GG – Open erlock 30/24 D

ption

ines Washing

o Dyeing & ines

me washing

Machines

Machines

or

ing

g Machine es

g Machine es

AL (1+2+3) te: USD = `55

k Up of Knitt

and machinery

n Q

30/24

34/28 width Dia/GG

Manufactu

Supplie

TGS DISTICARET A

VEKILI(Invoice d

27/04/2TGS DIS

TICARET AVEKILI

(Invoice d19/03/2

Jenologia (Invoice da14/12/20113/01/20FG TEKST

KONFEKSISAN VE T

LTD, ST(Invoice da04/01/20

5, Euro = `70

ting and Fabr

y to be purch

Quantity Cu

26

23

4

54

urer/ er

Currecy*

EurS A.S. I

dated 2012)

Eur

EurS A.S. I

dated 2012)

Eur

Eur

Eur

S.L. ated 11 & 012) EuTIL YON

TIC TI ated

012) Eu

ric Processing

hased in terms

urrency#

Un

Euro

Euro

Euro

en*

Quantity

ro 2

ro 5

ro 2 ro 1

ro 6

ro 1

uro 4

uro 4

g Plant and M

s of TEFR are

nit Price

(

60,000

70,000

72,000

Scotts Ga

Unit Price

12675

53950

19750 6500

18525

19825

95000

100000

Machinery

as follows:

Amount Amount

(Quantity X Unit Price)

15,60,000

16,10,000

2,88,000

arments Limi

Amount (Quantity

X Unit Price)

25350

269750

39500 6500

111150

19825

380000

400000

Amou(` In La

ited

Amount in `

(including Duty & CIF)

10.51

18.63

198.27

29.03 4.78

81.70

14.57 481.70

279.30

294.00

573.30 2733.61

unt acs)

1092.00

1127.00

201.60

Sr. No

Flee Aut

Dia Aut

Dia Shim

Col Me

insp Sub

2. Fab Rev Pro

Rou Tub

Ma Dye Col

Solu Cut Rel Pro

wid Cut Blea Col Rot Dye Con

Dry Sten Com

Ope Dis

EngDye

Sub 3 Oth

Descriptio

ece 30/20 Diatostripper

a/GG tostripper

a/GG ma Seiki llar Flat Knittasuring &pection b Total (1)

bric Processinversing Machocessing – ute bular mchine eing Machine- Soft Flow- Soft Flow- Soft Flow- Soft Flow- Soft Flow

lor Dispenution Maker t Opening Maax Dryer Mac

ocessing – dth Route t Opening aching Rangeld Pad Batch tary Printing e and print Wntinuous yer nter Drying Mmpacting Maen width

spensing graving Systeing and Prinb Total (2)

her Equipmen

n Q

a/GG 30/20

30/28

Cuff & ing

& Grey

ng ine Tubular

mercerize

es w-750Kg w-500Kg w-250Kg w-125Kg w -50Kg nser &

achine chines

Open

e

Washer

Tumble

Machine achine –

and tem for

nting

nts

Quantity Cu

6 9

8

15

9

2

1

5 5 6 4 6 1

1 2

3 1 1 2 1 1

5 4

1

55

urrency#

Un

Euro Euro

Euro

Yen

Euro

USD

Euro

Euro Euro Euro Euro Euro Euro

CHF CHF

CHF Euro Euro Euro Euro Euro

Euro Euro

Euro

nit Price

(

55,000 90,000

90,000

38,00,000

10,000

25,000

4,00,000

3,74,944 2,98,184 2,50,002 2,31,700 1,50,000 1,51,800

1,78,210 7,27,170

1,78,210 27,51,220

4,93,040 4,80,000 3,25,450 7,00,000

11,25,480 7,03,840

3,50,000

Scotts Ga

Amount Amount

(Quantity X Unit Price)

3,30,000 8,10,000

7,20,000

5,70,00,000

90,000

50,000

4,00,000

18,74,720 14,90,920 15,00,012

9,26,800 9,00,000 1,51,800

1,78,210 14,54,340

5,34,630 27,51,220

4,93,040 4,80,000 3,25,450 7,00,000

56,27,400 28,15,360

3,50,000

arments Limi

Amou(` In La

1

ited

unt acs)

231.00 567.00

504.00

313.50

63.00

4099.10

27.50

280.00

1312.30 1043.64 1050.01

648.76 630.00 106.26

81.39 664.20

244.17 1925.85

345.13 336.00 227.82 490.00

3939.18 1970.75

245.00

15567.95

Sr. No

Lab Com

Ma AH Oth Sub Tot

(Su2 +

Esti40%

Impmac

EduDut

TotaMac

Traoth

Tot

and

#Currency C 1.3.3 Detaile

Sr. No

1.

2.

3

Descriptio

boratory mputer tching System

HIBA lab Equiher Lab equipb Total (3)

tal Cost of Mb Total 1 + S Sub Total 3)

imated Disc% port Duty @ 5chinery cost

ucation Cess oty @ 3% al Landed chinery

ansport, Erecther Expenses @

tal Importedd Machinery

Conversion ra

ed break Up

Description

Knitting

Cone RewinProcessing Checking MTotal Add: Excise Add: Sales TAdd: InTransport @Add: ECommissionTotal (1+2)

n Q

Color m ipments

pments

Machinery Sub Total

count @

5.05% on

on Import

Cost of

tion and @ 4%

d Plant

ate: a) USD=

of Indigenou

nding Machine

Machines

Duty @ 16% Tax @ 4%

nsurance, @ 4%

Erection ning@ 3%

Quantity Cu

1

1 Lot

`55 b) Euro =

us Knitting an

Qua

e

Local

and

56

urrency#

Un

USD

USD USD

= `70 c) 1CHF

nd Fabric Pro

antity Un(`

2

7

nit Price

(

46,000

92,614 20,000

F = `45.67 d) 1

ocessing Plan

nit price In lacs)

6.75

4.50

Scotts Ga

Amount Amount

(Quantity X Unit Price)

46,000

92,614 20,000

1Yen = `0.55

nt and Machi

Amount (` In lacs

13.5

31.545.07.21.81.8

1.3

57.1

arments Limi

Amou(` In La

1

12

1

nery

s)

0

0 0 0 0 0

5

5

ited

unt acs)

25.30

50.94 11.00 87.24

19754.29

7901.72

598.55

17.95

2,469.07

498.76

12967.85

Sr. No

4

*Certain macompany asBank of IndmachineriesCuthberts T

Other than Directors, Kacquisition

1.4 Miscella

The Compafunctioningapprox. The

1.4.1 The de

Sl. No P

1 E2

P3 54 25 S6 A7 A8 P9

G10

Description

*Other Machinterlock windling mmachine, machine, tuextractor wautomatic dcolor semachines, setc. Total (3+4)

achineries res available widia through tes from them

Textiles Privat

the above, nKey Manageriof the equipm

aneous Fixed

any requires g of the unit ae break up of

etail of miscel

Particulars

Electrical pow

Power Transfo500 Kva 250 Kva Screw compreAir Dryer, ELRAir Receiver, 2Pre filter set -

Goods elevato- Fire

Nationchief f

- Fire p

hineries inclumachines,

machine, knwashing/so

umble dyer, hwith panel bdispensing syrvice, prishearing mac

equired for thith Britannia ender cum auvide tax inv

te Limited, Ba

none of the ial Personnel

ment and mac

Assets

electrical insat Doddaballathe miscellan

laneous fixed

wer 3000 Kva

ormers 1500 K

essors 40 Hp,ERD 450 2000 ltrs 7 KgPF 500

ors 2 Ton capafighting sy

nal code, BOfire officer, Kaump room eq

Qua

uding soft

nitting oaping hydro board, ystem inting chine,

he Knitting Industries Liuction noticeoice dated 01angalore

machineries l and the Grochineries.

stallation, adapur and Kolneous assets to

d assets requir

Kva

E-30,7.5-191 C

gs

acity with 4 Systems, As OQ preparedarnataka quipment

57

antity Un(`

-

and Fabric pmited (BIL). B dated 02/071/10/2011. T

used by us oup Compani

dditional maclhapur. The too be purchase

red for Dodda

SupplQuotaMonarVivekElectriPvt. LPower

Cfm ELGI Ltd.

tops OrientComp

per d by

nit price In lacs) Lumpsum

processing unBIL had boug

7/2011. We hThese machin

are second ies do not ha

chinery, equipotal cost estimed is given un

aballapur Un

lier/Contractoations rch Electricalanand ical Industrietd. rica Limited

Equipmen

t Elevatopany

Scotts Ga

Amount (` In lacs

1445.5

1502.6

nit had beenght these machave purchas

neries were or

hand machinave any intere

pments, genemated for botnder

nit is as under

or Quantity

s 1 set

es 3 5 2

nts 5 3 2 3 sets

or 2

N.A.

arments Limi

s) 4

9

n identified bchineries fromsed the entireriginally own

nes. The Proest in the pro

erators, trolleth the units is

r:

y Amount(` in lacs

1

ited

by our m State e set of ned by

omoter, oposed

eys etc for s ` 2612.50

t s) 10.00

24.70 116.47 22.75 22.30

9.76 2.10 0.80

15.11

94.97

Sl. No P

11 IB

12 1p

13

14 E S

1.4.2 The de

Sr. No

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18.

Particulars

- HydraExtern

- Addresystem

- Fire E- Signag- Fire N- Sprink

BR - Boiler

- 5 TPH- 2 TPH

- Chimn

00% steam coper specificati

- Steam- IBR

NON-pipe li

- WaterElectrification SUB TOTAL

etail of miscel

Electrical In Effluent Tre Caustic Rec Humidifica Air Handlin Air Compre D.G. Set Boiler (1W+ Coal handli Chemical ta Steam pipin Thermopac Ventilation Water Supp Drainage p Water Softe Fire Fightin Electronic W

ant system bonal essable fire dm xtinguishers ges

NOC kler system

H H

ney to suit 10

ondensate reons

m accessories ePipe line, I-IBR Pipe linine. r & Air line & other offic

laneous fixed

nstallation (Heatment Plancovery Plant –ation for Knittng Unit for Flessor (500 CF

+1S)- 12 Ton ing Plant ank, Oil Storang & Condenck with pipingn for processinply with pipiniping

ening Plant ng EquipmentWeighing sca

oth for Intern

etection & Al

0 - 12 TPH

ecovery system

erection chargIBR Formali

ne & Insulatio

ce equipments

d assets requir

Descripti

HT & LT distrit – UNITOP ting lat Knitting

FM X 2) with p

age tank nsate Piping g & insulationng ng

ts les

58

SupplQuota

nal & Total

larm

MaxthTechoLtd. CalmaInc

m as ArmstInternLtd.

ges Meeraities,

on of

s

red for Knittin

ion

ibution, Light

piping

n

lier/Contractoations

Solutions Inc

herm onologies Pv

ax Combustio

trong national Pv

a Engineers

ng & Fabric p

ting etc.)

Scotts Ga

or Quantity

c.

vt.

on

vt.

processing un

Am(` I

arments Limi

y Amount(` in lacs

48

nit is as under

mount In lacs)

490.77 500.00 50.00 72.00 25.00 50.00 90.00

150.00 25.00 15.00 40.00 50.00 5.00

20.00 10.00 15.00 20.00 15.00

ited

t s)

25.80 13.26

46.71

75.00

400.00 879.73

r:

Sr. No

19. 20. 21. 22. 23. 24.

1.5 Prelim

A) The dunit a

Sr. No

1. 2.

B) The d

proce

Sr. No

1. 2.

3. 4. 5. 6. 7. 8.

1.6 Provisio The CompaDoddaballaAssets and P 2 Margin M

unit and f We have estfor Kolhapuunit at Dodissue procee

Workshop Fork Lift Furniture a Office Equi Computers Vehicles

Total

minary and P

details of the are as under:

Interest d Deposits

Total

details of theessing are as u

o

EstablishInterest Months Up FronL/C chaInsurancStart up EngineeDocumeTotal

on for Contin

any has madeapur and KagaPreliminary a

Money requirfor Knitting a

timated workur Unit for thddaballapur aeds towards t

Equipment

and Fixtures ipments s with softwar

Pre-Operative

preliminary

during constru & Others

e preliminaryunder:

hment and Prduring constr

nt Fees for totaarges for impoce Expenses ring/Consult

entation Appr

ngency/Escala

e a provision al Project. It iand Pre-opera

rement for Wand Fabric Pr

king capital rehe first year. Wand ` 614.76 the margin m

Descripti

res

e Expenses

and pre ope

Descrip

uction

y and pre op

Descri

roject Manageruction on Ru

al term loan orted machin

tant Fees raisal Fee & O

ation

for contingenincludes Landative Expense

Working Capirocessing Un

equirement oWe shall utillacs for knittoney of work

59

ion

rative expens

ption

perative expe

iption

ement Expensupee Loan af

ery

Other Deposit

ncies of ~5% d and Buildines that amoun

ital for Trouit

f ` 5389.75 lalize an amounting and fabr

king capital an

ses to be incu

enses to be

ses fter TUF bene

ts

of the capitalng, Plant and nts to `1168.73

user manufact

acs for Doddant of ` 502.04ric processingnd balance sh

Scotts Ga

Am(` I

urred on the

(

incurred on

efit for 9

l expenditureMachinery, M3 lacs

turing/Garm

aballapur unit4 lacs for troug unit at Kolhhall be funded

arments Limi

mount In lacs)

10.00 15.00 20.00 15.00 15.00 15.00

1732.77

trouser man

Amount (` In lacs)

300.00 155.86 455.86

the Knitting

Amount (` In lacs)

25.00506.32

4.8229.6348.7549.53

100.0070.07

834.12

e to be deployMiscellaneous

ent Manufac

t and ` 5013.user manufachapur from t

d through Ban

ited

nufacturing

g & Fabric

0 2

2 3 5 3 0 7 2

yed for s Fixed

cturing

87 lacs cturing the net nks.

Sl. No

Part

1 (A) C Inve Raw

Finis

Wor

Rece

Tota2 (B)

Prov Sund

Tota3 Wor4 To b Bank Publ Tota

Assumption

Sr. No

Parti

1. Inve2. Finis3. Wor4. Rece5. Sund

The Compa4700.00 lacsreceived sanworking caappropriateaforesaid Un Estimated I The Managinclude, amexpenses, lefollows:

iculars

Current Asseentories w materials

shed goods

rk in progress

eivables

al Current AsCurrent L

visions dry Creditors

al Current Liarking Capitalbe Financed bk/Internal Aclic Issue al

ns for workin

iculars

entories shed goods rk in progresseivables dry Creditors

any has fund s sanctioned nction of ` 3

apital requiree time to avainits.

Issue Expense

gement estimamong others, uegal fees, statu

ets

ssets (A) Liabilities

s

abilities (B) l (A-B) by ccruals

ng capital req

s

s

based worki from State 3000.00 lacs fement of Doil the additio

es

ates an expenunderwriting utory advertis

Existing Operatio(F.Y.2011

&

quirements

ExisOper

4.5 M1.5 M2.5 M4.5 M1.5 M

ng capital limBank of Indfrom State Ba

oddaballapur nal credit fac

nse or ` [●] L and managemsement expen

60

ons 1-12)

EfucuD

11,821.33 4,190.99

5,676.66

9,840.00

31,528.98

3,591.42

3,591.42 27,937.56

27,937.56 -

sting ations

Months Months Months Months Months

mit of ` 15500ia for existinank of India Project. Thecilities/credit

Lacs towardsment fees, selnses and listin

Estimates forull year ompletion o

unit Doddaballapu

1 2

1

1

6

1

15

4

DoddaballaUnit

(First Yea1 Month

3.5 Week3 Weeks1 Month1 Month

0.00 lacs sancng operations vide their lee Company facilities for

s issue expenlling commisng fees. The e

Scotts Ga

r first of of new

at ur

Estifullcomuni

1,291.93 2,315.25

1,800.75

1,388.33

6,796.26

1,406.51

1,406.51 5,389.75

4,887.71

502.04

apur

ar) h ks s h h

ctioned from s. The Competter dated 02shall approa working cap

nse. The expension, printing

estimated Issu

arments Limi

(` iimates for l year

mpletion of t at Kagal

1,3 9

1,8

2,3

6,5

1,5

1,55,0

4,36

11

Kagal Unit(First Year)

1 Month 15 Days 1 Month 1 Month 1 Month

Canara Bankpany has pre2/01/2013 toach the bankpital requirem

nses of this Ig and distribuue expenses a

ited

in lacs) first

of new

366.59 947.28

878.07

376.91

568.85

554.99

554.99 013.86

399.12 614.75 116.79

t )

k and ` esently owards kers at ment of

Issue ution re as

Sr. No.

1.

2.

3.

4. 5. 6.

* Will be inc**SCSBs wo

Applicatio***Non-Synd

considered General Co

The Companecessary fo

Schedule of

Sl No.

1 Land2 Site D3 Cons

4 PurcMac

5 IdenPlan

6 PurcFixed

7 Trial8 Com# Land atKolhapur

Lead Manaand SellingSCSB Comprocessing procured syndicate mCommissioprocuremenpurpose of AdvertisingPrinting anOthers (ReService TaxTotal

corporated afould be entitledon Forms procdicate Memberd for basis of a

orporate Purp

any intends or conducting

f implementa

Activity

d# Developmentstruction of Bchase of hinery

ntifying and Pnt & Machinerchase of Misd Assets

l Runs mmercial Prod

t Doddaballa shall been ta

Nature

agement Fee, g Commissionmmission/pro ASBA Bidby member

members** on to Nonnt of eligible allotment*** g and Market

nd Stationery egistrar’s Feex, etc.)

ter finalisatiod to a process

cured by the mers would be entllotment

poses

to set apart g the Business

ation

y

t Building

Plant &

Purchase of ry scellaneous

duction apur has alreaaken on lease

of Expenses

Underwritinns ocessing fee d cum Apps of syndic

n-Syndicate e applications

ting Expenses

e, Legal Fee

on of Issue Prising fee of `10embers of the Stitled to a comm

some fundss which are so

D

Commencem

August '2

March '20

-

March '20

October '20

ady been allofrom Kagal In

61

ng Commissio

to SCSBs plication Forcate and no

Members s considered

s

e, Grading F

ice 0 per Bid-cum

Syndicate and smission of `20

for meetingourced throug

Doddaballapu

ment Com

Completed Completed

2011 M

012 M

012 M

012* A

May’ 2013 otted on Leasndustrial Tex

Amou

ons [●]

for ms on-

[●]

on for

[●]

[●] [●]

Fee, [●]

[●]

m-Application submitted to S0 per valid bid

g certain unpgh the head G

ur

mpletion

March’ 2013

March’ 2013 -

March’ 2013 April/May’

2013

se cum sale btile Technolo

Scotts Ga

unt* % to tTota

Expen [●]

[●]

[●]

[●] [●] [●]

[●]

Form, for proCSBs. cum applicatio

planned expeGeneral Corpo

Commence

CommenMay’ 2June’ 2

-

Commen

August ‘

April’ 2

basis by KIADgy Park (P) L

arments Limi

(` in Lathe al nses

% to tIssue

] [●]

] [●]

] [●]

] [●] ] [●] ] [●]

] [●]

ocessing the B

on form procur

enditure whiorate Purpose

Kolhapur

ement Com

nced 013 J

2013 M

nced M

‘2013 Fe

2014 June’ 2014

DB whereas lLtd.

ited

acs) he e

Bid-cum

red and

ich are es.

mpletion

May '2013 June’ 2013

March’ 2014 -

March’ 2014

bruary’ 2014

May ‘2014 4 land at

*Our comwe expect

Year wise b

The year wi

Particulars

Land & SitFactory Bucivil work Plant & MaMiscellanePreoperatiContingenWorking CIssue expeGeneral Co

Total

Sources & d

As per the Cupto deployat Doddabafollows:

DEPLOYMLand and SiBuilding anMachineriesPreliminaryIssue Expen

SOURCES Internal AccTerm Loan

mpany has alre

t the commen

break up of th

ise break up o

s

te Developmeuilding & othe achinery

eous Fixed Asive Expenses

ncies Capital nses orporate Purp

deployment o

Certificate dayed an amounallapur and K

MENT OF FUNite Developm

nd Civil Works and Equipm

y & Pre-operanses

OF FUNDS cruals* & Pre-from Canara

eady started t

ncement of co

he proceeds to

of funds to be

Amo3

ent er

ssets

poses

of Funds

ted March 25nt aggregatin

Kagal. Details

Particula

NDS ment ks ments & Misceative Expenses

Total

-IPO Equity Bank

Total

trial runs on cmmercial pro

o be used

e incurred on

ount spent til31/03/2013

702.6

3,756.3 2,379.7 713.3 451.7

79.9

8,083.8

5, 2013 from Sng ` 8083.80 ls of the sourc

ars

ellaneous Fixes

62

certain machioduction by M

the Project un

ll Amouspent du

year 2

63

34 74 38 -

75 -

96 -

80

Siddaiah & Ralacs as on Febces and deplo

ed Assets

ineries that ha

May 2013.

nder various

(Amount to be uring the 2013-14

613.00

3,530.18 14,824.41 1,899.12 1,168.73 838.16 1,116.80

[●] [●] [●]

am, Charteredbruary 28, 201oyment of fu

(`In lacsAmou

70 3,75 309

457

808

341467808

Scotts Ga

ave been inst

heads is as fo

ount ` in lacs)

Total Amount

1,315.63

7,286.52 17,204.15

2,612.50 1,168.73

1,289.91 1,116.80 [●] [●] [●]

d Accountant13 towards th

unds as per th

) unt

02.63 56.34 93.12 51.75 79.96 83.80

3.75 70.05 83.80

arments Limi

talled at the si

ollows:

)

ts the Compahe proposed phe certificate

ited

ite and

any has project are as

*The amounshall be funrequired am

Interim Use

The manageproceeds reintends to tincluding dany investm

Monitoring

The managPursuant toCommittee statement othe Audit Chave been u

Our Compathe Stock Ecomments o

Basic terms

The Equity and Articleincorporatethe issue. Tregulations SEBI, Goverextent appli

nt other than nded from in

mount shall be

e of Funds

ement, in acceceived fromtemporarily i

deposits with ment criteria a

g of Utilizatio

ement of theo Clause 49 of

the Applicatif funds utiliz

Committee. Suutilized in full

any shall be rExchanges anof the Audit C

s of the issue

shares being s of Associatd in the Allo

The Equity sh relating to thrnment of Indicable.

IPO proceednternal accrue adjusted wit

ordance withm the Issue. P

invest the fu banks for th

approved by t

on of Funds

e Company wf the Listing Aions of the pred for purpos

uch disclosurl. The stateme

equired to ind shall also b

Committee pu

offered are stion, the termtment advicehares shall ahe issue of cadia, RBI, ROC

ds and Term Lals. Any funth the IPO pr

h the policies Pending utilizunds in high he necessary dthe Board of D

will monitor Agreement, oroceeds of theses other thanes shall be ment will be cer

nform the matbe required t

ublic through

subject to the ms of this offe and other dalso be subjecapital and listC and /or ot

63

Loan proceednds deployedoceeds and p

set up by thezation for th quality interduration. SucDirectors from

the utilizatiour Company e Issue. On ann stated in thi

made only untrtified by the

terial deviatioto simultaneo advertisemen

provision of fer documentocuments /ccted to laws ting and tradher authoritie

ds required tod from internploughed back

e Board, will he purposes rest or dividch investmenm time to time

on of funds r shall on quarn annual basiis Red Herrintil such time t Statutory Au

ons in the utiously make tnt in newspap

the Compant and other teertificates tha as applicabl

ding of securites as in force

Scotts Ga

owards the ‘Onal accruals ok in the Comp

have flexibilidescribed abend bearing

nts would be e.

aised throughrterly basis dis, our Comp

ng Prospectusthat all the pr

uditors of our

ilization of ththe material per.

ies Act, 1956,erms and conat may be exele, guidelinesties issued fr

e on the date

arments Limi

Objects of theover and abopany.

ity in deployibove, the Com

liquid instruin accordanc

h this publicdisclose to thepany shall pres and place it roceeds of the Company.

he issue procedeviation/ a

, our Memoranditions as mecuted in resps, notificationom time to ti of issue and

ited

e Issue’ ove the

ing the mpany uments ce with

c issue. e Audit epare a before e Issue

eeds to dverse

andum may be pect of ns and ime by to the

1

2

3

4

QUALITA

1. Multi2. Strong3. Relati4. High 5. String6. Desig7. Samp8. Strate

QUANTI Informati

1. Earnings

The EPS o

2. Price/ Ear On the ca

P/E baseP/E base

On the flo

P/E baseP/E base

3. Return on

March 31March 31March 31Weighte

The Return

4. Minimum

Year EndMarch 3March 3March 3Weighte

ATIVE FACT

iple Product Cg Managemenionship with b quality produgent Quality Ngning Capabilpling Capabiliegic Location

ITATIVE FAC

on presented

Per Share (EP

of the Compan

rning (P/E) Ra

ap price of ` 13

ed on pre-issued on pre-issu

oor price of `

ed on pre-issued on pre-issu

n Net Worth

Year En1, 2010 1, 2011 1, 2012

ed Average R

on Net Worth

m Return on I

ded 1, 2010 1, 2011 1, 2012

ed Average E

TORS

Capability nt Team big sized playucts Norms lities ities Advantage

CTORS

in this sectio

PS) (on ` 10 /

ny based on t

atio

32/- per equit

Particularsue weighted aue EPS of FY

` 130/- per equi

Particularsue weighted aue EPS of FY

(RONW)

ded

RONW

h of the Comp

Increased Ne

PS

BASIS OF

yers in Intern

n is derived f

/- per share)

the financials

ty share

s average EPS o2011-12 of ` 3

ity share

s average EPS o2011-12 of ` 3

RON2232

pany based o

et Worth requ

EP1132

64

ISSUE PRIC

national Mark

from the resta

for seven mo

of ` 21.80 31.43

of ` 21.80 31.43

NW (%) 21.44 22.64

6.88 29.56

on seven mont

uired to main

PS (`) W0.41 3.06 1.43 1.80

CE

ket

ated audited f

onths period e

6.06 4.20

5.96 4.14

Weight 1 2 3 -

ths period en

tain pre-issu

Weight 1 2 3 -

Scotts Ga

financial state

ended Octobe

nded October

e EPS: [•]

arments Limi

ements

er 31, 2012 is `

31, 2012 is 8.3

ited

`6.62.

39%.

5

6

7

8

5. Net Asset

Pre-IssuePre –IssuPost Issu

6. Industry A

Highest Lowest Industry A*Source f

7. Comparis

NamCo

MandhaLimited Bombay Fashion K P R MGokaldaLimited Source: AScotts Limited

8. The face v

Face Valu The Issuebasis of asbased on face valueBand.

On the ba

t Value (NAV

e as on Marchue as on Octoue (`)

Average P/E

NamBomMan

Average or Industry A

son with Peer

me of the ompany

ana Industrie RayoLimited ill Ltd.

as Expor

Audited FinaGarment

value of Equiue.

e Price of ` [•ssessment of the above face at the lower

asis of the abo

V) per share

h 31, 2012 (`) ber 31, 2012 (

me of the Commbay Rayon Fndhana Indus

Average: : Ap

r Group

Equity (`Crores

es 3

on 13

3ts 1

ancial Statemets 2

ity Shares of

] has been de market demactors. The facer end of the p

ove parameter

(`)

mpany Fashion Limitestries Limited

pril 01 - April

` in s)

Face Value(Per

equityshares

Audited S3.12 10.0

34.60 10.0

7.68 10.07.19 5.0

ents filed on B26.73 10.0

Scotts Garm

etermined byand from inve value of theprice band an

rs the Issue Pr

65

P/E Multed 15.70

d 10.97 15.70*

l 14, 2013, Cap

e

y s)

Total Income

from Operat

ions as on 31/03/ 2012 (` In

Crores) Standalone F00 980.14

00 2734.96

00 1198.14 00 1002.06

BSE website 00 500.25

ments Limited

y us in consulvestors througe Equity Sharnd 13.2 times

rice of ` [•] pe

8590

iple based on

pital Market

RONW (%)

BV

Financials for17.51 12

8.78 20

5.13 15(58.29) 6

36.88 8

d is ` 10 and th

ltation with tgh the Book- es is ` 10 each the face valu

er share is jus

Scotts Ga

.22 0.98

[•]

n price as on

Magazine, T

Book Value

(`)

PAT In

Crore

r F.Y.2011-12 26.02 73.

01.65 206.5

56.11 31.266.25 (132.7

85.22 84.

he Issue Pric

the BRLM andBuilding Proh. The Issue Pue at the high

stified.

arments Limi

11/04/2013

Textile Produc

(`

es)

EPS (`)

10 22.07

51 15.50

23 7.96 76) (38.62)

03 31.43

e is [•] time o

d Co-BRLM, cess and is juPrice is 13 timher end of the

ited

cts

P/E Multiple based on Price as

on 11/04/2013

10.97

15.70

15.03 N.A.

N.A.

of the

on the ustified mes the e Price

To The Board oSCOTTS G# 481-B, IVtBangalore – We, M/s SLimited havhereby certiCompany acase the taxrecently enabenefits, wh

As per the eforce, the foLimited and We believe

General tax A. Benefit

1. Dividen

Dividendomesti10(34) rfrom unsuch inc

2. Compu

Capital the perirecognisunder sthey arelisted in10(23D)for a pe As per ttransferexchangthe tranAs per under s

of Directors GARMENTS Lth Phase, Peen– 560 058.

Siddaiah & Rving its regisify that unde

and the membx implicationsacted legislatihich an invest

existing proviollowing tax d its sharehold

that there are

x benefits ava

ts to the comp

nds exempt u

nd (whether iic company wead with sect

nits of a Mutucome not aris

utation of capi

assets are to iod of holdingsed stock excection 10(23De held for a pn a recognise) of the IT Acriod exceedin

the provisionr of a long tege in India, sh

nsaction is chathe provisionection 10(38)

S

LTD nya Industria

Ram, Charterestered office aer the currentbers of the Cos of an investion may not htor can avail.

isions of the I benefits andders.

e no special ta

ailable:

pany under A

nder section 1

interim or finwould be exetion 115-O of ual Fund spesing from the

ital gains

be categoriseg. All capital hange in Indi

D) of the IT Acperiod exceeded stock exchct or zero coung twelve mo

ns of section 1erm capital ashall be exempargeable to Sens of section of the IT Act

STATEMENT

al Area,

ed Accountaat 481-B, IV t tax laws, theompany. Howtment in the Ehave direct leg

Income Tax Ad deductions

ax benefits av

Act

10(34) and 10

nal) received empted in th the IT Act. Incified under stransfer of un

ed into short- assets exceptia or units of ct or zero cou

ding thirty-sixhange in Ind

upon bonds arnths.

10(38) of the Isset being anpt from tax, ifecurities Tran 112 of the I are subject to

66

T OF TAX BE

nts are the SPhase, Peenye following t

wever a membEquity Sharesgal precedent

Act 1961 and are and wil

ailable to the

0(35) of the IT

by the comphe hands of thn terms of secsection 10(23Dnits in such M

-term capital t shares held i Unit Trust of

upon bonds arx months. Shaia or UTI or re considered

IT Act, long ten equity sharef such sale is

nsaction Tax (‘IT Act, long-to tax at a rate

ENEFITS

Statutory Auya Industrial ax benefits inber is adviseds, particularlyt or may have

other laws asll, inter-alia b

Company an

Act.

any from its he company tion 10(35) ofD) of the IT A

Mutual Fund.

assets and loin a companyf India (‘UTI’re consideredares held in a Mutual Fun

d as long-term

erm capital ge in a compa entered into ‘STT’). term capital

e of 20% (plus

Scotts Ga

uditors of M/ Area, Banganter-alia, willd to consider y in view of te a different in

s applicable fobe available t

nd its shareho

investment inas per the pr

f the IT Act, aAct is exempt

ong-term capy or any other) or Mutual F

d to be long-tea company ornd units specm capital asse

gain arising toany listed on on or after O

gains other ts applicable s

arments Limi

/s Scotts Garalore – 560 05l be available in his/her/itthe fact that cnterpretation

or the time beto Scotts Gar

olders.

n shares of arovisions of s

any income re from tax, sub

ital assets bar security liste

Fund units sperm capital asr any other secified under sets, if these ar

o the company a recognized

October 1, 200

han those cosurcharge and

ited

rments 58. We to the ts own certain on the

eing in rments

another section

eceived bject to

sed on ed in a

pecified ssets, if ecurity section re held

y from d stock 04, and

overed d cess).

Howeveunder scalculat10% witindexat Howevecomputprovisio As per term capbe taxabon or af

3. Securiti

In termsthe sharsale of transact The non

4. Exempt

As per tgains arsection Nationawithin sshall beto ` 5 m

5. Where tthree yechargeatransfer

6. In accorbe allowBesides Additioafter acq

7. In accorbe entitpublic i

8. Under S115 JB o

er, proviso tosection 10(38)ted at the ratethout indexation benefit (p

er, from Assting book proons of section

provisions ofpital asset, beble at the ratefter October 1

ies Transactio

s of STT, tranreholder will equity sharetion tax @ 0.1

n-delivery bas

tion of capital

the provisionrising to a co10(38) of the

al Highway Asix months fr

e proportionamillion per ass

he long-term ears from the able to tax arred or conver

rdance with awed to claim normal dep

onal depreciatquired on or a

rdance with atled to amortssue subject t

Section 115 JAof the Act. C

o section 112( of the IT Ace of 20% withtion benefit, t

plus applicabl

sessment Yeaofits for the

n 115JB of the

f section 111Aeing an equitye of 15% (plu1, 2004 and the

on Tax

nsactions for p be chargeable in a comp% of the valu

sed sale trans

l gains arising

ns of section 5ompany on t IT Act shall n

Authority of Irom the date ately reduced.sessee during

specified ass date of its acs long term rted into mon

and subject to depreciation

preciation, thetion @ 20% oafter 31st Ma

and subject totise, over a pto the overall

AA (1A) of thCredit eligible

1) specifies th

ct arising on th indexation then such caple surcharge a

ar 2007-2008purpose of p IT Act.

A of the IT Ay share in a cs applicable se transaction

purchase andle to STT. As pany through

ue payable by

sactions are lia

g from incom

54EC of the ITtransfer of a not be chargendia (NHAI)of transfer. If. The IT Act h any financial

set is transferrcquisition, thecapital gains

ney.

o the provision on specifiede Company, of actual costarch, 2005.

o the provisionperiod of five limit specifie

he Act, tax cree for carry fo

67

hat if the longtransfer of lis benefit exceepital gains areand education

, such long-payment of M

Act, short termompany or a surcharge and is chargeable

d sale of the s per the said h the recogn both buyer a

able to tax @

me tax

T Act and sub long-term caeable to tax to or Rural Elecf only part ofhas restrictedl year.

red or convere amount of cs in the year

ons of sectiond tangible and

in terms of on new plan

ns of section 3e years, all exed in the said

edit shall be aorward is the

g-term capitasted securitieeds the capitae chargeable tn cess).

-term capital Minimum Alt

m capital gain unit of an eqd education ce to STT.

ecurities in thprovisions, a

nized stock end seller indi

0.025% of the

bject to the conapital asset oo the extent sctrification Cf such capital

d the maximu

ted into monecapital gains r in which t

n 32 of the Incd intangible asection 32(1)

nt and machi

35D of the Incxpenditure in section.

allowed of ane difference b

Scotts Ga

al gains other es or units or al gains compto tax at the r

gains will ternate Tax (

ns arising fromquity orientedcess), if such

he recognizedany delivery bexchange is ividually.

e value payab

nditions specother than thuch capital gorporation (Rl gain is invesum investmen

ey at any timexempted ear

the long-term

come tax Actassets as per )(iia), shall binery for the

come tax Act,n connection

ny tax paid (Mbetween MAT

arments Limi

than those co zero couponputed at the rate of 10% w

be included (“MAT”) und

m transfer od mutual fun sale is entere

d stock exchanbased purchaliable to sec

ble by the selle

cified therein hose covered ains are inves

REC) notified sted, the exemnt in such bon

e within a perlier would b

m specified a

t, the Compan the rates spe

be entitled to period of on

, the Compan with the pro

MAT) under ST paid and t

ited

overed n bond,

rate of without

while der the

of short d shall ed into

nge by ase and curities

er.

capital under sted in bonds mption nds up

riod of become asset is

ny will ecified.

o claim ne year

ny will oposed

Section the tax

computbeyond

9. Unabsor

any sousub-sect

Carry forwa

10. Business

subsequ 11. Section 4

of cost asset, frterm cawith theby a cos

12. As per s

off agaicarried

13. As per s

off onlyagainst

B. Benefit

1. Dividend

Dividenddomesticsection 1

2. Any inco

under seminor ch

3. Computa

Capital athe perioa recogn10(23D) held for recogniseof the ITperiod ex

ted as per the 10 years succ

bed depreciaurce of incometion (3) of sec

ard and Set of

s losses if anyuent AYs.

48 of the Act,of acquisition

rom the sale capital gains, ie indexed cosst inflation ind

section 71 reainst short-termforward and

section 71 reay against lon subsequent y

ts to the Resid

ds exempt un

d (whether inc company w0(34) read wi

ome of minoection 64(1A) hild under sec

ation of capita

assets are to bod of holdingnised stock exof the IT Acta period exceed stock exch

T Act and zerxceeding twe

e normal proceeding the y

ation if any, foe in subseque

ction 73 of the

ff of Business

y, for any AY

, which prescn/improvemeconsiderationit offers a benst of acquisitiodex as prescri

ad with sectiom as well as l set-off agains

ad with sectiong-term capityear’s long-ter

dent shareho

nder section 10

nterim or finalwould be exemith section 115

r children (M of the Incomction 10(32) of

al gains

be categorise. All capital xchange in Int and zero coueeding thirty-hange in Indiaro coupon bolve months.

ovisions of thear in which

or an Assessment AYs, as pee Act.

s Loss

Y can be carr

cribes the modent and expe

n to arrive at nefit by permon/improvemibed from tim

on 74, Short-telong-term capst short-term

on 74, Long-teal gains. Balrm capital ga

lders of the c

0(34) of the IT

l) received bympt in the ha5-O of the IT

Maximum twome Tax Act 19f the Income T

d into short-tassets [exceptndia or unitsupon bonds] -six months. Sa or units of U

onds are cons

68

he Act. Such Mthe MAT bec

ment Year (Aer section 32

ried forward

de of computenses incurred

the amount omitting substiment, which a

me to time.

erm capital lopital gains of as well as lon

erm capital loance loss, if ins for subseq

company und

T Act

y a resident shands of the reAct.

o children) c961, will be eTax Act 1961.

term capital at shares held s of UTI or M are considerShares held inUTI or Mutuasidered as lon

MAT credit somes allowab

AY) can be carof the Act, su

and set off a

tation of capitd in connectioof capital gainitution of cosadjusts the co

oss arising du the said year

ng-term capita

oss arising duany, should

quent 8 years

der the IT Act

hareholder fresident share

lubbed with exempt from .

assets and lo in a companyMutual Fundred to be longn a company al Fund units ng-term capit

Scotts Ga

shall not be able.

rried forwardubject to the (

against busine

tal gains, provon with the tns. However

st of acquisitiost of acquisit

uring a year ir. Balance losal gains for su

uring a year i be carried f.

t

om its investmeholder as pe

the total inc tax to the ex

ong-term capiy or any othe

d units specig-term capita or any other specified undtal assets, if th

arments Limi

available for

d and set off a(2) of section

ess profits fo

vides for dedtransfer of a r, in respect oion / improvtion / improv

is allowed to ss, if any, shoubsequent 8 y

is allowed to forward and

ment in sharer the provisio

ome of the pxtent of ` 150

ital assets baser security lisified under s

al assets, if th security listeder section 10hese are held

ited

set-off

against 72 and

r eight

duction capital of long vement vement

be set-ould be years.

be set-set-off

es of a ons of

parent 00 per

sed on sted in section

hey are ed in a 0(23D) d for a

As per tdeductinthe transshareholcost of aacquisitio As per tshareholrecognizOctober As per tunder seHoweverunder secalculate10% withindexatio As per pterm capbe taxablOctober

4. Exemptio

As per thgains ariunder seinvested gain is in Howevertherein) exempteissued onsuch bon Further, long-termunder setransfer osuch shaor two yproperty

Howeveryears frochargeab

the provisionng from the sasfer of a capder, a benefit

acquisition/ ion/ improvem

the provisionder from traned stock exch1, 2004, and t

the provisionection 10(38) or, proviso to

ection 10(38) oed at the ratehout indexation benefit (pl

provisions of pital asset, beile @ 15% (plu1, 2004 and th

on of capital g

he provisionsising to a resiection 10(38) in certain no

nvested, the e

r, if the residwithin a perd earlier woun or after Apr

nds up to ` 5 m

as per the pm capital gainection 10(38) of shares of t

ares are used fyears after thy within a per

r, if the residom the date ble in such ye

ns of section ale considera

pital asset. Ht is permittedimprovementment by a cos

ns of sectionnsfer of a lonhange in Indthe transaction

ns of section of the IT Act] section 112(1of the IT Act of 20% withion benefit, thus applicable

section 111Aing an equityus applicablehe transaction

gains arising

s of section 54ident sharehoof the IT Ac

otified bonds wxemption sha

dent shareholdiod of three y

uld become chril 1, 2006 by million per as

rovisions of ns other than of the IT Ahe company for either pur

he date on wriod of three y

dent shareholof their acquar.

48 of the IT

ation, the costHowever, in rd to substitutt. The indexest inflation in

n 10(38) of thng term capit

dia, shall be en is chargeab

112 of the IT are subject to) specifies tha

t] arising on th indexation bhen such capie surcharge an

A of the IT Acy share in a co surcharge an

n is chargeabl

from income

4EC of the IT older on transct shall not bwithin six moall be proport

der transfers years from thhargeable in NHAI and Rssessee during

section 54F on a capital gact arising to will be exemrchase of resihich the tran

years after the

lder transfersuisition, the a

69

T Act, the amt of acquisitiorespect of loe the cost of

ed cost of acqndex, as prescr

he IT Act, lotal asset beinexempt from

ble to STT.

T Act, long-teo tax at a rateat if the long-transfer of lisbenefit exceeital gains are nd education

ct, short termompany or a nd educationle to STT.

tax

Act and subjsfer of a long

be chargeableonths from thtionately redu

or converts the date of thsuch year. Th

REC. The IT Ag any financia

of the IT Act ains arising o an individu

mpted from cadential house

nsfer took plae date of tran

s the residentamount of ca

mount of capion and expenong-term capi

acquisition/ quisition/ imribed from tim

ong term capng an equity tax, if such

erm capital ge of 20% (plus-term capital sted securitiesds the capita chargeable t cess).

m capital gainunit of an eq

n cess), if such

ect to the cong-term capitale to tax to thhe date of tranuced.

he notified bheir acquisitiohe bonds spe

Act has restrictal year.

and subject on sale of resiual or Hindu

pital gains tae property wiace, or for co

nsfer.

tial house propital gains ex

Scotts Ga

ital gain shalnses incurred ital gains ari improvemen

mprovement, me to time.

pital gain arishare in a cosale is entere

gains [other ts applicable su gains [other s or units or

al gains compo tax at the r

ns arising fromquity orientedh sale is enter

nditions specil asset other t

he extent suchnsfer. If only p

onds into moon, the amounecified for thisted the maxim

to conditionsident house a Undivided F

ax, if the net ithin a periodonstruction o

operty withinxempted earl

arments Limi

ll be computin connectionising to a re

nt with the inadjusts the c

ising to a reompany listeded into on or

than those courcharge andthan those cozero coupon

puted at the rate of 10% w

m transfer ofd mutual fundred into on o

ified therein cthan those coh capital gainpart of such c

oney (as stipunt of capitals section are mum investm

s specified thand those coFamily (‘HUconsideration

d of one year bf residential

n a period oflier would be

ited

ted by n with esident ndexed cost of

esident d on a r after

overed d cess). overed bond, rate of

without

f short d shall r after

capital overed ns are capital

ulated l gains bonds

ment in

herein, overed F’) on

n from before house

f three ecome

C. Benefits and Fore

1. Dividend

Dividendof a domprovision

2. Any inco

under Seminor ch

3. Comput

Capital the periorecogniseof the IT period erecogniseof the ITperiod ex

As per tdeductinwith the arising ocomputevalue of in whichIndian cuHence, in

As per tshareholrecognizOctober As per tunder seHoweversecond por units gains comtax at the As per pterm capbe taxablOctober

to the Non-

eign Venture

ds exempt un

d (whether inmestic compans of section 1

ome of minoection 64(1A)hild per year i

tation of capit

assets are to od of holding.ed stock exch Act and zero

exceeding thied stock exch

T Act and zerxceeding twe

the provisionng from the s transfer of a on the transfeed by convert the considera

h the shares wurrency. The n computing

the provisionder from traned stock exch1, 2004, and t

the provisionection 10(38) or, proviso to s

proviso to sector zero coupmputed at the rate of 10% w

provisions of pital asset, beile @ 15% (plu1, 2004 and th

-resident shar Capital Inve

nder section 10

nterim or finalany would b10(34) read w

r children (M of the Incomin accordance

tal gains

be categorise. All capital a

hange in Indiao coupon bonirty-six mont

hange in Indiaro coupon bolve months.

ns of section sale the consicapital asset. er of capital ting the cost ation received

were originally conversion nsuch gains, th

ns of section 1nsfer of a lonhange in Indthe transaction

ns of section of the IT Act) section 112(1)tion 48 and u

pon bond, calce rate of 10%without inde

section 111Aing an equityus applicablehe transaction

reholders of

estors

0(34) of the IT

l) received bybe exempt in

with section 11

Maximum twome Tax Act 19e with the pro

ed into short-assets [except a or units of U

nds] are consiths. Shares a or units of Uonds are cons

48 of the ITideration, the Under first passets being of acquisitio

d or accruingy purchased.

needs to be dohe benefit of i

10(38) of the ng term capit

dia, shall be en is chargeab

112 of the IT are subject to) specifies tha

under section culated at the without ind

exation benefi

A of the IT Acy share in a co surcharge an

n is chargeabl

70

the company

T Act

y a non-residen the hands 15-O of the IT

o children) c961 will be e

ovisions of sec

-term capital shares held inUTI or Mutuadered to be lheld in a c

UTI or Mutuasidered as lon

T Act, the ame cost of acquproviso to sect

shares or den, expenditur

g as a result o The resultantone at the preindexation is

IT Act, longtal asset beinexempt from

ble to STT.

T Act, long-teo tax at a rateat if the long-10(38) of the Ie rate of 20%dexation beneit (plus applic

c t, short termompany or a nd educationle to STT.

y other than

ent shareholdof the non-re

T Act.

lubbed with exempt from ction 10(32) o

assets and lon a company al Fund units long-term capcompany or al Fund unitsng-term capit

mount of capiuisition and etion 48 of the

ebentures of re in connect

of the transfert gains thereaescribed ratesnot available

g term capitalng an equity tax, if such

erm capital ge of 20% (plus-term capital IT Act] arisin

% with indexaefit, then suchcable surchar

m capital gainunit of an eq

n cess), if such

Scotts Ga

Foreign Inst

der from its inesident share

the total inctax to the extf the Income

ong-term capi or any other specified undpital assets, if

any other s specified undtal assets, if t

ital gain shalexpenses incue IT Act, the taan Indian cotion with sucr into the samafter need to bs prevailing o to non-reside

l gain arisingshare in a cosale is entere

gains (other ts applicable su gains [other ng on transferation benefit h capital gainrge and educa

ns arising froquity orientedh sale is enter

arments Limi

titutional Inv

nvestment in eholder as p

ome of the ptent of ` 1,50 Tax Act 1961

ital assets bas security listeder section 10f they are heldecurity listedder section 10these are held

ll be computurred in connaxable capital

ompany needch transfer anme foreign curbe reconverteon dates stipuent sharehold

g to a non-reompany listeded into on or

than those courcharge andthan those cor of listed secuexceeds the c

ns are chargeaation cess).

m transfer ofd mutual fundred into on o

ited

vestors

shares er the

parent 00 per .

sed on ed in a 0(23D) d for a d in a 0(23D) d for a

ted by nection l gains

d to be nd full rrency

ed into ulated. ders.

esident d on a r after

overed d cess). overed urities capital able to

f short d shall r after

4. Exemptio As per thgains aricovered are invescapital g Howeverstipulategains exebonds isinvestme Further, long-termunder sewill be epurchaseperiod ofof reside

5. Non-resi

Under sethe provResident Under sconvertibtransfer oof the IT(without Under psection 1subscribereinvesteconsiderexemptemoney w

6. In accord

not obligonly souinvestmeof Chapt

7. In accord

Indian beOfficer a

on of capital g

he provisionsising to a nounder sectionsted in certaiain is investe

r, if the noned therein) wiempted earliessued on or aent in such bo

as per the prm capital gainection 10(38) oexempted froe of residentiaf one year bef

ential house p

ident taxation

ection 115-I oisions of Chats” which are

ection 115E ble foreign eof shares heldT Act], be cot indexation b

provisions of 10(38) of the Ied to in conved in specifiation is so red will be cha

within three y

dance with thged to file aurce of incomeents or both, ter XVII-B of t

dance with thecome assess

along with his

gain from inc

s of section 54on-resident shn 10(38) of thn notified bod, the exempt

n-resident shithin a perioder would becafter April 1

onds up to ` 5

rovisions of sns (other thanof the IT Act)m capital gaial house propfore or two yeroperty withi

n

of the IT Act, apter XIIA of t as follows:

of the IT Acexchange by d for a periodoncessionallybenefit but wi

section 115FIT Act] arisin

vertible foreigied assets weinvested, thergeable to taxears from the

he provisions a return of e is income frprovided taxthe Income Ta

he provisionsable as a resid

s return of inc

come-tax

4EC of the IT hareholder one IT Act) sha

onds within stion shall be p

areholder trad of three yearcome chargea, 2006 by NH

5 million per a

section 54F on a capital ga arising to anins tax, if theperty (subjectears after the in a period of

the non-residthe IT Act viz

ct, where sha non-resided exceeding 1 taxed at theth protection

F of the IT Ang to a non-regn exchange w

within six moe exemption wx subsequentle date of their

of Section 115income underom investme has been dedax Act 1961.

s of Section 1dent in India,come for that

71

Act and subjn transfer of ll not be char

six months frproportionate

ansfers or cors from the d

able in such yHAI and REassessee durin

of the IT Act ains arising o

n individual oe net considet to prior app date on whif three years a

dent Indian sz. “Special Pro

hares in the cnt Indian, ca

12 months, we flat rate of against forei

Act, long-termesident Indianwill be exemponths of the will be propoly, if the spec

r acquisition.

5G of the Incoer Section 1ents or long tducted at sou

115H of the In, he may furn year under S

ect to the con a long-term rgeable to taxom the date ely reduced.

onverts the nate of their ac

year. The bonC. The IT Ang any financ

and subject ton sale of resor HUF on traration from

proval from Rch the transfe

after the date

shareholder hovisions Rela

company areapital gains a

will [in cases nf 10% (plus gn exchange

m capital gainn from the trapt from incom date of tra

ortionately redcified assets a

ome Tax Act 39(1) of theerm capital g

urce from suc

ncome Tax Anish a declaraSection 139 of

Scotts Ga

nditions speci capital asset

x to the extentof transfer. If

notified bondcquisition, the

nds specified ct has restriccial year.

to conditionsident house a

ansfer of shar such shares Reserve Banker took place, of transfer.

has an option ating to Certai

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ns [in cases nansfer of shar

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1961, Non Re Income Tax

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ited

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he provisionsm capital ass

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ions of Chapt the specified oney.

of section 11Chapter XII-A39 of the Incomhim for that ad in accordan

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nterim or finexempt in the

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ns exempt un

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nce with the o

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72

ll continue to at year and su

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1961, declarinyear and accor

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d by a FII frohe FII as per

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apply to himubsequent ass

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om its inves the provisio

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capital gain any listed on an or after Oct

re taxed on t

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m capital gain ny listed on an or after Oct

Scotts Ga

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rovisions of ty are more ben

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arising to the a recognized ober 1, 2004,

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as provided b

arising to FIIa recognized ober 1, 2004,

arments Limi

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not to be gove of income foons of Chapteor that assess1961.

the Income Taneficial to the

ares of a domn 10(34) read

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by section 48

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tment assets

erned or that er XII-sment

ax Act e Non-

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aty Benefits

section 90(2) o the extent thct or the appli

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ome of Mutuor regulationsons or Mutuaect to the pres

to the Ventu

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defined undce, shares are

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ift tax is levianded section is received ble to tax. Ay/ movable pr

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nder section 10

nterim or finwould be exem

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of section 10

ual Funds regs made there al Funds authscribed condi

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nterim or finats investment er the provisi

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Wealth Tax Ac

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ift Tax Act

able in respecn 56 (2) (vi) a

without cons per newly roperty receiv

of the Act, shre in a compaplicable surchable to STT.

he provisionsbeneficial to taty whichever

0(34) of the A

nal) received mpt in the hahe Act.

(23D) of the A

gistered unde under, Mutuhorised by theitions.

ompanies / F

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al) received b in shares of aions of section

Venture Ca961, any incomncome Tax, su

ct, 1957

ea) of the Wewealth tax.

ct of gifts madany gift recei

nsideration, th inserted secved without c

73

hort term capiany or a unit

harge and edu

s of the Act wthe FII. Thus,r is more ben

Act

by a Mutuaands of the M

Act

er the Securitual Funds set ue Reserve Ban

unds

Act

by a Venture another domen 10(34) read

pital Companme of Venturubject to the c

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de on or afterived in monehe whole of ction 56 (2) (consideration

ital gains arist of an equityucation cess),

would prevai, an FII can opeficial.

al Fund fromMutual Fund

ties and Exchup by public nk of India, w

Capital Comestic company with section

ny/ Fund, are Capital Comconditions spe

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r October 1, 1ey, the aggre the aggrega(vii) value of

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Scotts Ga

sing from trany oriented mu if such sale is

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not include sh

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ovisions of Snds registere said subsectio

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panies

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Place: BDate: 28

000/- than th 01.10.2009.

the above bance Bill, 201d by joint hol

respect of nother subject tween India an

view of the inn tax advisor

x implicationsently enactederpretation on

r views expregiven that the based on thee to time. We

Bangalore 8th June 2012

he whole of t

benefits are a12 and will beders.

on-residents, to any benefind the countr

ndividual nat with respect

s of an investd legislationsn the benefits

essed herein a revenue authe existing proe do not assum

the aggregate

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the tax ratesits available ury in which th

ture of tax co to specific tax

tment in the Es may not which an inv

are based on horities/court

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74

e value of suc

urrent tax lawnly to the sol

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onsequences, x consequenc

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vestor can ava

the facts andts will concurw and its inteility to update

ch sum will b

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nsequent taxaouble taxationnt has fiscal d

each investoces of his/ her

s, particularlylegal preced

ail.

d assumptionsr with the vieerpretation, we the views co

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be chargeable

ded by the Fed holder in

ation mentionn avoidance domicile.

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arments Limi

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to consult hin in the schem

the fact that cy have a di

bove. No assud herein. Ourbject to chang such changes

Ram, ants

23731

ited

effect

2011 & res are

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The informmaterials aManager owhich may Overview In the yeatextile anexports ofcent growtop ten wsame as inworld expmajor mar(Source: W

The globabelow:

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Overview

Indian texGross Domillion pgeneratedbillion froUS$ 26.82available 11.

mation in this and sources of or their respecy be inconsisten

w of the Glob

ar 2011, the gld clothing inf textiles and

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WTO – Interna

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resentation on I

w of Indian T

xtile industryomestic Produpeople whichd USD 52 Billom exports. E2 billion in 20data covering

SECTIO

section is der information. Itctive legal advnt with inform

al Textile Ind

lobal trade in ndustry accou clothing greBangladesh rby the Uniteda was the leadles and 37 pehing, accounttional Trade S

s for Textile

Indian Textile

extile Indust

y contributes uct (GDP), 17

h includes suion in 2008-0

Exports of Tex10-11. In the g April-Octob

ON III – ABO

INDUST

rived from a ct has not been isors, and no ation available

dustry

textile and clunted for USDw by 17 per

recorded the h States with 1

ding exporter er cent in clotting for 45 pertatistics, 2012)

and Clothing

and Clothing I

ry

about 14 per7 per cent toubstantial nu09 bifurcated xtiles & Clothfinancial yea

ber, 2011, has

75

OUT THE ISS

TRY OVERV

ombination of independentlyrepresentation

e or compiled fr

lothing indusD 15.0 billioncent in 2011. highest increa13 per cent. Th of textiles anthing. The Eur cent and 21 ).

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as USD 33.4 bhing grew to r i.e. 2011-12,

s grown by 28

SUER COMPA

VIEW

f various offici verified by the

n is made as torom the other s

stry was at USn and USD 1 The top ten ase (27 per cehe order for t

nd clothing inuropean Unioper cent resp

stimated by W

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SD 706 billion14.40 billion rexporters eacent) while thethe top ten exn 2011 with a on and the Uectively of wo

WTO and CI

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ction, 4 per ceovides direct omen. Textiledomestic marllion in 2009-1extiles and clohe correspond

arments Limi

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n. Exports by respectively. ch registered e lowest amo

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(Source: A

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he year 2010and cotton teasket compri

man-made fibextiles produc. However, thor export des

Pakistan, Braz

Presentation b

st-quota periong interest in/liaison officeof increasing

ith the hand-ated mill sectst section of and traditionof other counsuitable to th

xports of Rea

al exports of inal decrease

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was the biggesear ending Maas the secondh,11, recordinwas the third

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b-sectors thatd Cotton/ Ma

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Exports

Annual Report 2

d Cotton/ Ma

on/ Man-madment (nearly 1

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bre textiles, wcts, includinghe USA and

stinations are zil, Hong Kon

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g 2008-09 we6 billion duri

s, exports of R5512.15 millios year.

n for RMG execording a grotination for R

of 7.29% over ination with o

2 of Ministry o

e textiles sectre Textiles Mi

ndustry, y, ry,

istry of Textile

re Textiles In

le industry is orkers) and n

76

nts account fo contribute nincluding rea

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n Textile and A

a major sourciclothing sect, the buoyanndian markector at one enntralized powe linkage of Indian textiles the industrynts, both withi

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ere of the oring 2009-10. H

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10.38 billion,ports of RMG

er, 2011 was od last year, ind

billion worthd to exports inD 2.85 billion

h of exports to

dustry in the s, there are

arments Limi

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ore than a huextiles export Korea, Bangl

Ministry of T

uyers. As a mhave openedrld are lookidustry is extrhe capital intenitting sector

ure and the aison with the roduce a vary.

, which recorG grew by 5.6

of the order odicating an in

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o that group.

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ited

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undred ts. The ladesh,

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y industries cillaries, dyes in the count

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d Woollen Te

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Jute Textiles

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golden fibre, dable and eco1-52. It was 12008- 09.

dependent o

s & chemicalstry with an inilization in thpacity utiliza

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xtiles Industr

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n units in the ential to gen in the organthe sheep rea alone accou

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largest produut 40 lakh faJute mills in Pradesh, twsion is:- 6 mimills (Assame growing sta

meets all theo-friendly pro13.2 lakh M.T

on this sectos. As on 30.11nstalled capa

he spinning setion in the we

Yarn Industry

mes a diverseon to manma

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2010-11 were made filamentg during theylon filament

%, 1.91% and (

ry

es Industry is sector, and thnd contributent.

organized senerate employnised wool seearing and faunts for 225-24 about 6.04 la 30 million ky 7,228 power

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m & New Cenates, the share

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77

or, such as th1.2011, there wacity of 43.13ector of the oreaving sector

y

e range of fiade fibres andbre during 2 previous yeon of polyes 2.77%, (-) 12.t yarn duringe previous yet yarn, polyes(-) 11.16%.

s a rural bashe rural secto

es 1.8% to tota

ector, majorityment in farctor to about

arming sector40 units in th

akh worsted skg., whereas, rlooms in this

nd largest exand provide

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or ‘safe’ packtion of raw ju

r 1990-91 (Jul

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ibres and yard filament ya010-11 amouear constitutister staple f.74% and 11.2g 2010-11 amear constitut

ster filament y

sed, export oor complemenal world prod

ty of which ar-flung and dt 12 lakh persr. Further, the decentralizespindles, and the synthetic

s industry.

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ustry in whir. The countryl is the only n

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this sector suployment to h in Bihar and Assam & Trl (Tripura) is nd 74 are pri

he total crop a

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ited

ssories, le mills 52,000 etween ranged

cotton ustry is

kg. as %. The re and ared to n kg in %. The lament

ich the y is the natural

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upports 4 lakh

d Uttar ripura. under ivately rea.

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I

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tem

Textile Mills (No

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Powerloom Units

Capacity Installe

Spindles (SSISSI) Rotors (SSI+Non Looms (OrgaSector) Poowerloom Handloom Man made Fibres

Man made Filam

Worsted Spindles(woolen)Non-worsted pindles(woolen)

Production of Fib

Raw Cotton

Manmade Fibre

Raw wool

Raw Silk

re and Silk T

tinues to be tand agro-bas semi-urban ections of soc11.1% (2038 Mry.

eport 2011-12

ww.texmin.n

ww.texmin.n

l Details of In

Units

on SSI)

No

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ed

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SSI) Lakh nanised Lakh n

Lakh nLakh n

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no.

bres

Lakhbale

MillioKg.

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Textiles Indus

the Second larsed cottage inareas in Indi

ciety. Among MT), Tasar 3.3

2 of Ministry

nic.in/sector/N

nic.in/sector/

ndian Textile

2003-04

. 1564

. 223

. 206

. 1135

no. 4.13

n no. 37.03

no. 4.82 no. 1.05

no. 18.37 no. 38.91

n Kg. 1101

n Kg. 1228

and

604

and

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on .

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on .

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on .

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stry

rgest producendustry, provia. Of these, a the four vari

3% (603 MT) a

of Textiles

Note_Woolle

sector_mmf_m

e Industry

2004-05

1566

223 202

1161

4.26

37.47

5.00 1.03

19.03 38.91 1189

1337

604

437

243.00

1023.00

44.60

16.50

78

er of silk in thviding gainfula sizeable nuieties of silk pand Muga 0.6

en_Sector_ww

mmfy.pdf

2005-06 2006

1570 160

210 200204 204

1173 123

4.34 4.4

37.51 39.

5.20 6.00.92 0.6

19.44 19.38.91 38.1191 166

1374 205

604 604

437 437

241.00 280

968.00 113

44.90 45.

17.31 18.4

he World. Serl occupation

umber of worproduced, M

6% (119MT) o

wt_skbabbar.p

6-07 2007-08

08 1597

0 176 4 179

36 1219

0 4.69

50 39.07

1 6.21 9 0.56

90 21.06 91 38.91 63.35 1659.22

53.43 2101.33

4 604

7 437

0.00 315.00

39.47 1244.17

20 45.20

47 18.32

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riculture is anto around 6.3kers belong tulberry accouf the total raw

pdf

2008-09 20

1653 1

177 1184 1

1247 1

4.64 5

41.30 4

6.57 60.57 0

22.05 238.91 3

1763.11 1

2143.22 2

604 6

437 4

290.00 3

1067.33 1

45.20 4

18.37 1

arments Limi

n important l3 million persto the economunts for 85% w silk produc

009-10 2010-1

1673 1757

180 183 183 174

1260 1333

5.05 5.18

41.27 40.98

6.75 6.74 0.71 0.52

22.46 22.9138.91 38.911763.11 1765.1

2143.22 2192.7

604 604

437 437

305 325

1268 1285

45.20 45.20

19.69 20.41

ited

labour-sons in mically (15610 ction in

11 2011-12(Ason Dec2011) (P)

7 1759

194 171

33 1326

5.19

8 41.26

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* Figures

Indian Te

The textilyarn andincluding India’s texlargest cothe Plannenvisagesagainst ofand basedUS$ 52 badditionatextiles inaccounts ffor nearly Overall E The total 60594.53 cpercent in In US dollcorrespon However,10.74 per

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arn

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le export bask fabrics, woo

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s India’s expof US$ 55 billiod on historic billion by theal jobs has beendustry is peg

for 14% of iny 12% share of

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textile exporcrore during n rupee terms

lar terms, thending period o

, the share of cent during A

2003-04

on .

2121.00

on .

931.00

on .

1118.00

n r.

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n r.

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n r.

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r, 2009 # Figu

s

ket consists ool and silk fand handicraf

othing industrctors of India

sion on boostiorts of Textileson envisaged growth rate o

e end of XI Pen proposed

gged at US$ 55ndustrial prodf the country’

rts during Apthe correspon

s.

e same was vaof previous fi

textiles in IndApril- Octobe

2004-05

2272.00

951.00

1109.00

20655

6032

18691

ures up to No

of wide rangefabrics, madefts, are export

ry is one of tha’s exports woing India’s mas and Clothin in the Reportof 10% (CAGPlan. An expwith a CAGR5 billion, 64%duction, whic’s total export

pril,11 to Octnding period

alued at US$1inancial year

dia’s total expr, 2011 as aga

79

2005-06 2006

2521.00 282

937.00 989

1179.00 137

23873 262

6298 688

19406 195

ovember, 2009

e of items coe-ups and vated to more th

he mainstays orldwide. Theanufacturing

ng at US$ 32.3t of Working

GR), a businesport target ofR of 15% duri

% of which serch is 4% of Gts basket.

tober,11 (P) wd of financial

17053.71 millioregistering an

ports of all coainst April- O

6-07 2007-08

23.59 2948.36

9.70 1054.86

70.48 1509.34

238 27196

82 6888

545 21173

9 (Source: Min

ontaining cottariety of garmhan a hundre

of the natione report of the exports durin

35 billion by thGroup on Te

ss as usual apf US$ 65 billing the XII Plrvices domestDP; employs

were valued year 2010-11,

on as against n increase of 2

mmodities haOctober, 2010.

Scotts Ga

2008-09 20

2898.42 3

1015.84 1

1416.01 1

26898 2

6766 7

20534 2

nistry of Texti

ton yarn and ments. India

ed countries.

nal economy. e Working Grng 12th Five Yhe end of XIthxtiles for the

pproach, will lion and crealan. At currentic demand. T 35 million p

at ` 78034.13, registering a

US$ 13225.7228.94 percent

as declined to

arments Limi

009-10 2010-1

3,079 3490

1,114 1223

1,522.71 1549

28,914 3174

7,767 8278

23,652 2252

iles)

fabrics, mana’s textile pro

It is also oneroup constituYear Plan (20h Five Year pXIth Five Yea result in expation of 25 mnt prices the

The textiles inpeople and ac

3 crore as agaan increase o

2 million duri in US$ terms

o 10.03 percen

ited

11 2011-12(Ason Dec2011) (P)

0 2328.00

3 832.00

9.80 959

42 19558

8 5525

22 14329

n-made oducts,

e of the uted by 012-17), plan, as ar Plan

ports of million Indian

ndustry ccounts

ainst ` of 28.78

ing the s.

nt from

s c

(i)

(ii)

In the glo(latest), trranked as Since AugwitnessedHowever the single17.03% intrend has of T&C frtrend in th

(Source: A

A sector-w

ReadymaMade Fibtextiles excrores an million re

) Cotton Tmade-upsan increasregisterin

bal market ex

railing Turkeys the third larg

gust, 2008, thd recessionary these adverse largest impn its import o continued duom the worldhe US market

Ind

Annual Report 2

wise analysis

ade Garmentsres, RMG of

xports for F.Y increase of

egistering an g

Textiles inclus. During 201se of 40.80% g an growth o

xports of clothy, Bangladeshgest exporter,

he major marky conditions e economic co

porter of textof T&C from uring 2011 whd and India ret during the fi

dia’s Textile E

2011-12, Mini

of textile exp

s: Readymadeother textile m

Y.2010-11. Dur1.57% over tgrowth of 5.6

uding Handlo10-11 the Cott over the expof 46.38% as c

hing, India rah, Hong Kong, trailing EU-2

kets for India and financiaonditions apptiles and clotthe world an

hen USA obseespectively. Airst nine mon

Exports (Prin

istry of Textile

ports is given b

e Garments inmaterial whicring 2010-11 tthe exports d0% as compa

ooms: Cottonton textiles exports during compared to 2

80

anked as the sg, EU-27 and 27 and China

a’s exports of al crisis, andpeared to havthing items, nd India resperved a positi

Almost all manth of calenda

cipal Commo

es; P - provision

below:

nclude RMG ch accountedthe RMG expduring 2009-1red to 2009-10

n Textiles incxports in Ind2009-10 whe

2009-10

sixth largest eChina. In the

a, as per WTO

T&C producd textiles sectve abated somobserving a

pectively duriive growth of

ajor T&C expoar year 2011.

odities) – 201

nal)

of cotton incl for approximorts in Indian

10 whereas in0.

cludes raw cian currency

ereas in USD

Scotts Ga

exporter as pee global expor

O data – 2010 (

cts viz. USA, tor was amo

mewhat since positive grow

ing the calenf 8.90% and 10orting countri

0-11(P)

luding accessmately 40% ofn currency amn USD it am

cotton, cotton amounted to it amounted

arments Limi

er WTO data rts of Textiles(latest).

EU and Japanngst the wor 2010 with thewth of 14.22dar year 20100.32% in its imies showed p

sories, RMG of the country’

mounted ` 48,mounted to 10

n yarn, fabrico ` 38,038.19 d to 8360.35 m

ited

– 2010 s, India

n have rst hit. e USA, % and 0. This mports ositive

of Man ’s total ,355.57

0627.99

cs and crores,

million

(ii

(iv

(

ii) Man-madmadeups.crores, anmillion re

v) Silk Textisilk textileduring 2010.

(v) Wool & WDuring 20of 12.09%8.60% as c(Source: A

Governm Post libergrowth. Teliminate performaninvestmenfollows:

New Text

The Govethereby reindustry tenable thenvironmand develreservatiochanging quantitatiand clothiVide the environmfulfil its o(Source: M Technolo

TUFS is tdomestic state-of-thinternatiocompetitiva Techno01.04.1999Five Yearare as foll- 5% inter

de Textiles: M. During 201n increase of egistering an giles: Silk Textes exports in I009-10 wherea

Woollen Text010-11 the wo over the exp

compared to 2Annual Report 2

ment Initiative

alization, theTo fulfill the remaining rence of localnt. Some of t

tile Policy ernment of Indeplacing the pto attain and

he industry tmental standar

lopment secton list. The N global enviive restrictioning markets. NTXP–2000

ment to enablebligation to d

Ministry of Tex

ogy Upgradat

the “flagship”textile indust

he-art technoonal markets. ve, cost effect

ology Upgrad9 for a periodr plan (as menlows: est reimburse

Man Made T0-11 the Man12.47% over

growth of 16.tiles includes Indian currenas in USD it a

tiles: Woolleoollen textilesports during 2009-10. 2011-12, Mini

es/Policies

Indian govere potential oestrictions thal manufacturthe importan

dia in Novemprevious Text sustain a prto build worrds, for this por. The polic

NTXP–2000 toironment, pans on imports

the Governme the Indian tedifferent sectiotiles)

ion Fund Sch

” Scheme of try for techno

ology to enha To meet the ctive and qualdation Fund d of 5 years, intioned in th

ement of the n

Textiles inclun Made texti the exports 93% as comp RMG of silk,

ncy amountedamounted to

n Textiles ins exports in In2009-10 wher

istry of Textile

rnment has reof the countrat perpetuate rers and tha

nt initiatives

mber 2000 anntile Policy of 1re-eminent glorld class statpurpose encocy also de-resook note of

articularly thes and the low

ment has conextile industryons of the soc

heme (TUFS)

the Ministry ology upgradance their vichallenges of lity oriented.

Scheme (TUi.e., up to 31.

he budget spe

normal intere

81

udes Manmadiles exports iduring 2009-ared to 2009-, Natural silk d to ` 2708.02 595.19 millio

ncludes RMG ndian currencreas in USD

es)

emoved manry’s apparel- the lack of scat discouragtaken by the

nounced the N1985. The maiobal standingte-of-art man

ourage both Fserved the gathe new chae initiation

wering of tariff

nveyed it’s coy to realise itsciety.

of Textiles wdation of existiability and c the post quoWith this bac

UFS) for Tex.03.2004. Furteech for the y

est charged by

de staple fibrin Indian cur-10 whereas 10. yarn, fabrics

2 crores, an deon an decreas

of wool, wocy amountedit amounted

ny of the barri-export induscale and poor

ge investmene Governmen

National Textin objective og in the manunufacturing c

Foreign Directarments sectoallenges and of the procef levels for an

ommitment ts full potentia

which aims ating units as wcompetitiven

ota regime, thckground, Goxtiles and Jutther the sameyear 2007-08).

y the lending

Scotts Ga

res, manmadrrency amounin USD it am

& madeups. ecrease of 3.95e of 0.14% as

oollen yarn, fd to ` 1955.31

to 429.75 mil

iers hinderingstry, the govr operational

nts, particulant of India in

tile Policy – 20of the NTXP–2ufacture and capabilities it Investment

or from the Smopportunitie

ess of gradun integration

towards proval, achieve glo

t making avawell as to setess in the de industry is

overnment of te Industriese was continu. The Benefits

agency on RT

arments Limi

de yarns, fabnted to ` 21,mounted to 4

During 20105% over the e

s compared to

fabrics & ma crores, an dellion an decre

g the textile svernment ne and organizaarly foreign n this sector

000 i.e. NTXP2000 is to ena export of clon conformity as well as remall Scale Ins presented

ual phasing of the world

viding a conobal excellenc

ailable funds t up new unitomestic as wrequired to b India has laus, with effectued in the Eles under the s

TL.

ited

brics & ,125.13

4643.06

-11 the exports o 2009-

deups. ecrease ease of

sector’s eds to ational direct are as

P–2000, ble the othing, y with esearch ndustry

by the out of textile

ducive ce, and

to the ts with well as become unched t from eventh

scheme

Or - 5% exchaOr - 15% credOr - 20% crew.e.f. 1st OOr - 5% inter Restructusubsidy cRestructusubsidy reFive Year 2022). AccTUFS for (Source: M The table

Source: A

Scheme f

The ‘ScheParks for

ange fluctuat

dit linked cap

dit linked capOctober, 2005)

est reimburse

ured TUFS (Rcap of ` 197

ured TUFS, it equirement o Plan (Financcording to a the textile sec

Ministry of Tex

below presen

Annual Report

or Integrated

eme for Integr Exports Sche

tion (interest &

pital subsidy f

pital subsidy).

ement plus 10

R-TUFS) was 72 crores frowas provided

of `256 crore cial Year 2013

circular datector will contitiles)

nts the amoun

t 2011-12, Min

d Textiles Par

rated Textile Peme (APES)

& repayment

for SSI sector.

y for powerlo

0% capital sub

launched wm the date d UID to 1936for the 11th F to 2017), ` 35

ed 15.06.2012 inue for 2012-

nt sanctioned

nistry of Texti

rks (SITP)

Parks (SITP)’and the Text

82

) from the bas

.

om sector (A

bsidy for spec

.e.f. 28.04.201of the Resol6 applicationFive Year Pla52 crore for th issued by th-13.

and disburse

iles

was launchetiles Centre In

se rate on FCL

An option for

cified process

11. Under thelution, i.e., 2s with total p

an (upto 31.03he 13th Five Y

he Office of th

ed in last deca

ed by mergingnfrastructure

Scotts Ga

L.

‘front ended

sing machiner

e scheme, th28.04.2011 to project cost of3.2012), ` 261Year Plan (Finhe Textile Co

ade under the

g two scheme Developmen

arments Limi

d’ subsidy pro

ry.

here was an o 31.03.2012. f ` 25030 cror8 crore for th

nancial Year 2ommissioner,

e TUFS:

es, namely, Ant Scheme (T

ited

ovided

overall Under

re* and he 12th 2018 to the R-

Apparel TCIDS).

Primary oup their tsocial stacentres. Texecutionand the rinvestmenatleast twSpecial EcIn case thIndustry t Foreign D India hasdestinatioFDI in secthe GoverRegional represents

(Source: M

Union Bu

• Standtextile

• Autom• Autom

duty. • Secon• Basic • Basic

objective of thtextile units. ndards. SITP

This scheme en. Each Integra

resultant invnt in land, fa

wice the cost oconomic Zonehese are set uto declare the

Direct Investm

s a liberal anon for FDI in tctors to the exrnment of InOffice conce

s the amount

Ministry of Tex

udget 2012-13

dard rate of Ces covered unmatic shuttlelmatic silk ree

nd hand mach customs duty customs duty

he SITP is to pThe scheme

P would creaenvisages engated Textile P

vestments in actory buildinof common ines (SEZs), in wup outside S

e ITP as SEZ, i

ment Policy

nd transparethe textile secxtent permitte

ndia or Reserverned of RBI of FDI appro

tiles)

3 Highlights

Central Excisnder Tariff heless looms fuleling and pro

hinery to attray on wool way on Titanium

provide the inwould facilit

ate new textigaging of a paPark (ITP) wo each ITP congs and Plantnfrastructure pwhich case th

SEZs, proposaif it is so desir

nt policy in ctor. 100% FDed under autove Bank of In within 30 d

oved in Indian

se duty has bading 5204 tolly exempted ocessing mach

act basic dutyaste and wool m dioxide redu

83

ndustry with wtate textile unile parks of anel of profesould normallyould vary frt and Machinproposed for

he special proval may be pured. (Source:

Foreign DirDI is allowed in

omatic route ndia (RBI). Tdays of recein Textile Secto

been increaseo 5212 increas from basic cuhinery as we

y of 7.5%. tops reduceduced from 10

world-class in

nits to meet iinternationalssional agency have 50 uniom project tnery by the e the Park. Thvisions of SEZursued with Ministry of T

rect Investmen the textile sdoes not requ

The investors ipt of inwardor from 2005

ed from 10% sed from 4% tustoms duty oell as its part

d from 15% to0% to 7.5%.

Scotts Ga

nfrastructure international l standards acies for projecits. The numbto project. Hentrepreneurshe ITPs may aZs would be athe Ministry

Textiles)

ent (FDI). Indsector under tuire any prior are only reqd remittance. to Oct 2011

to 12%. Excio 6%. of 5%. ts exempted f

o 5%.

arments Limi

facilities for environment

at potential gct identificatiober of entreprHowever, aggs in a Park shalso be set upapplicable for of Commerc

dia is a promthe automaticr approval eitquired to not. The below

ise duty on C

from basic cu

ited

setting tal and growth on and eneurs

gregate hall be

p in the r them. ce and

mising c route. ther by ify the graph

Cotton

ustoms

• Aramcustom

• Financoope

• Two mand a

• Threeprovi

• ` 500 Regio

• A powcrore.

• ExciseRetailincide

(Source: Thhttp://ww Growth P

The ConfeUSD 100 USD 33.4textiles prenhancing07 were Uof around

Projected

mid yarn and

ms duty. ncial package erative societimore mega hnother for Go

e Weaver’s Sding technica crore pilot sc

on. werloom meg. e duty of 10%l Sales Price. Aence of duty a

he Cotton Textww.texprocil

Prospects for

ederation of billion by yea

4 billion fromroduced in thg their capaci

USD 19.15 billd 16% in US d

d Market for I

Indian

fabric used f

of ` 3,884 cies. handloom cluodda and neigervice Centre

al support to pcheme announ

ga cluster to b

% is applicabAlong with inas a percentag

tiles Export Pr.org/doc/HI

Indian Textil

Indian Textilar 2015. Text

m domestic mhe country are

ties to fulfill tlion. India’s T

dollar terms co

Indian Textil

n T & C Indus

for the manuf

crore announc

usters, one to ghbouring dises one each poor handloonced for prom

be set up in Ic

ble to brandencrease in duge of the Reta

romotion CounGHLIGHTS%

le and Clothi

le Industry enile & Clothin

market and Ue exported. Inthis increasedT&C exports ompared to p

e and Clothin

stry envisage

84

facture of bul

ced for waiv

cover Prakasstricts in Jharin Mizoram,

om weavers. motion and ap

chalkaranji in

d readymadeuty to 12% theail Sales price

ncil - %20OF%20TH

ing Industry

nvisages the ng sales generUS $ 21.6 billindian manufacd demand. Indin 2007-08 we

previous year.

ng products

es to reach US

llet proof hel

ver of loans o

sam and Gunrkhand to be s Nagaland a

pplication of

Maharashtra

e garments we abatement e would come

HE%20UNION

Indian Textilrated USD 55ion from expcturers are alsdia’s textiles &ere USD 22.4.

S $ 100 Billion

Scotts Ga

lmets exempt

of handloom

ntur districts set up. and Jharkhan

Geotextiles in

a with a budg

with abatemenenhanced to 7 down from 4

N%20BUDGE

le and Clothi5 Billion in 20ports. Nearly so pro-activel& clothing (T0 billion show

n by 2015

arments Limi

ted fully from

weavers and

in Andhra Pr

nd to be set

n the North E

get allocation

nt of 55% fro70%. As a resu4.5% to 3.6%.

ET%202012-13

ing market to008-09 bifurca 40 per cent ly working to

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Some key

ExpansionThe markpreferencerather tha Rising UrUrbanizat42% by 20better jobexpansion DemograIndia is htipped to populatioAlso, as maccessorie Growing India has age. In adfreshers hdisposablhigh valu ChangingIndian copattern fro

Highe Increa Highe Great Increa

resentation on I

points depict

n of Ready-toket for readyme of Indian c

an opting for s

rbanization tion is a trend030 according

b opportunitin to fulfil the n

phic Structurhome to 17% have one of t

on in the worlmore and moes is set for ex

prosperity the second l

ddition, corpohave gone ue incomes in e branded pr

g Consumer Lonsumer has om basic neceer Income levasing knowleer adaptabilitter participatiasing demand

Indian Textile

ting the reaso

o-Wear Markmade segmenconsumers hastitching.

d that everyog to census fiies and livinneeds of grow

re of the world

the largest wold, with 50% ore women bxpansion.

argest workinorate salaries up by 2-3 tim the hands ofoducts is ever

Lifestyle andbecome moressities to spe

vels dge and awar

ty to technoloon of women

d for better pr

and Clothing I

ons for growth

ket nt is rapidly as also under

one has to conigures. This i

ng standardswing populati

d’s populationork forces for of the populaecome part o

ng populatio have grown

mes over thef individuals.r increasing.

d Preferences re demandingending on the

reness levels gy

n and childrenroducts and s

85

Industry by Co

h are as follo

expanding inrgone a major

ntend with. Tis due to the . Therefore, ion.

n. Being one years to comation less thaof the workfo

n with approat 14% p.a. w

e last decade With a consu

g, as a resulte lifestyle prod

n in householservice experi

onfederation of

ows:

n India especr shift as the

The urban po fact that peoorganized re

of the younge. At 24 yearsn 25 years an

orce, the dem

ox 700 millionwhich is fastee. These all fumption rate

t, there is a cducts and ser

d decision maence

Scotts Ga

f Indian Textil

cially in meney just prefer

opulation is sople migrate etail is set t

gest countriess, it has the lond 70% less th

mand for wom

n people betwst globally. Afactors contri

e of around 34

continuous shrvice, largely b

aking

arments Limi

e Industry (CI

nswear sectio to go out an

et to increaseto cities to lo

to witness a

s in the worlowest medianhan 35 years

men wear inc

ween 20-60 yeAlso, the salaribute to incr4%, the appet

hift in the debecause of:

ited

ITI)

on. The nd buy

e up to ook for major

ld, it is n age of

of age. luding

ears of ries for reasing tite for

emand

We are a gquality hi fasampling oforders fromsuch as emcatering to d From a moexports, andin deliveryreadymade to delivery competitivebacked by fquality serv We have poreadymade During the ywoven appaC& A BuyinUK, Mayorcountries sNetherland, During the countries. O(Italy), VOI (USA), Aber The manufain woven an The companwith a totalGulbarga Egenerated tamounted t During Seplong term bamounting safety regarHouse in acGeneral of (sponsored

garment manashion garmef garment for

m the internatimbroidery, prdifferent class

odest beginnid has in cours

y schedules i apparel by spand quality a

e manufacturefacilities for pvices to its cus

ositioned our garment. Wyear ended Marel to internng - Germanal Moda Infauch as Denm, U.A.E., Cana

current finaOur Compan Jeans (Italy),rcrombie & F

acturing capand knit divisio

ny has a 2.1 l capacity of lectricity Supthrough the o ` 347.89 lac

tember 2012, bank facilitieto ` 227.40 c

rding timely ccordance wi Foreign Tra by Governme

ufacturing coents. We firmr a period of aional market erinting, dyeins of customer

ing involvingse of time estin the exporpanning varioassurance proer and export

product develstomers.

rselves as a pWe export ourMarch 31, 2012national clientny, H&M Henanil S.A.U, Spmark, USA, ada, Russia, P

ancial year wy has added The S Groupitch (USA ), G

city of our Coons. Our wor

M.W capacity1.95 M.W. Th

pply Companwind mill. D

cs.

Credit Analys amounting

crores. The in servicing of ith the proviade. We are ent of India, M

BUSIN

ompany in Inmly believe thabout two deespecially Eung and washs in the intern

g taking up jablished a start market. Oous aspects oocesses involter of readymopment, desi

player focusinr quality pro2, we have exts. It includesnnes & Mauripain, The S GUnited King

Poland, Hong

we have expod new customp Inc., Prime GANT(USA ),

ompany as onrkforce as on 3

y windmill ahe company

ny Limited anDuring F.Y.2

ysis & Resear to ` 229.70

nstruments w financial obisions of Fore also a regiMinistry of Te

86

ESS OVERV

ndia with stahat we have

ecades that haurope. Our mahing have ennational mark

job works, Satus for produ

Our operationof the apparel

ved in produmade garmentign studio and

ng largely to oducts to sevxported 91.44s among otheitz - USA, VilGroup Inc– Ugdom, Spaing Kong, Japan

orted our prmers such Ca

Mark (UK), H, Arcadia Gro

n 31/03/201230/09/2012 is

at Bellary, Ka has entered nd Tamilnadu2011-12, the

rch Limited (Ccrores and C

with CARE BBbligations. Weeign Trade Pistered membextiles).

VIEW

ate of the art built the domas been a signanufacturing

nabled us to ket.

SGL started euction of quans and facili production c

ucing readymts with moderd efficient sam

changing neeveral interna% of our totalers, Best Sellela A/s – DenmUSA, etc. Th

n, Germany, n, etc.

roducts to 69arrefour (FranHouse of Frasoup (UK).

2 is around 21s 12,504 empl

arnataka and into Wheelinu Electricity total income

CARE) has asCARE A3+ toBB and A3+ e have been olicy 2009-14ber of Appa

Scotts Ga

t facilities formain expertisnificant contrfacilities and enhance our

exploring theality garmentsities enable uchain, from m

made apparelsrn manufactumpling infras

eds and trendtional clientsl sales of reader – Denmarkmark, Rhodi

hese exports hChina, Italy

9 internationance), United ser (UK), GAP

17.08 lacs piecloyees.

three windmng and BankiBoard for the

e from wind

ssigned CAREo our short trating have maccorded the

4 by Office oarel Export P

arments Limi

r manufacturse in designinributor in pro additional far product po

e market for s and dependus to manuf

managing the s. SGL is oneuring facilitiesstructure to p

ds of fashion s across the dymade knittek, Old Navy –Suppliers Limhave been m

y, Sweden, T

al customersColors of BeP (USA), Perr

ces per annum

mills in Tamiling agreemene sale of the power gene

E BBB rating term bank famoderate dege status of Tf the Joint DPromotion C

ited

ring of ng and ocuring acilities ortfolio

direct dability facture design of the s, fully

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in the Globe. ed and – USA, mited -

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s in 41 enetton ry Ellis

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Trading Director Council

Business M A brief snap

Our designimarket andthe marketiand cost req Our marketin-house mmanufacturperformancfacilities theestimate to t

Once our snegotiated, The availabpotential annot only givthe turnaroshowroom progress of products are Design and We are comfuture fashdevelopmenhas in houseCompany hThese teamreflecting th

p

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pshot of our b

ing team conc manufactureng team to pr

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ting team themanufacturingring facilities cce and turn-ae marketing the customer

samples are the customer

bility of samplnd existing cuves the custom

ound time is at Apparel E the orders. Oe delivered to

d developmen

mmitted to deshion trends. nts and feed te design teamhas also appo

ms adapt the he price and

Designing anSample 

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business mod

ceives the difes the garmenrocure the or

n sends the dg facilities fcompete for oaround time. team evaluat.

approved anr releases a pu

ling unit andustomers. Sammer a wide vshort. In ord

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nt

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m strength of oointed profes new design quality requ

nd 

t for mers

el is hereund

fferent style, pnt samples. Tder. The sam

details of the for feedback orders based On receipt tes the feasib

nd the price,urchase order

design studimpling unit pvariety of choder to facilitation Council

er is executeder/buying hou

ion in order tdicated develpments into oover 50 persossional consun and garmenuirements of t

ApprovalcustomeProcurem

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87

er:

pattern and trThese samples

mples are mod

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io helps the coproduces sampoices but alsoate our custo in Gurgaon.

d, based on thuses on an FO

o respond to lopment and

our marketingons who desigultants at Lonnt developmthe target cu

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ment of er

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rend followeds are presente

dified based o

mples and othetimated cost

mates and otheestimates froe cost estima

hedule and he order deta

ompany in prple garments

o helps in keeomers we ha The marketi

he terms of deOB basis.

current consd sampling cg and manufagn styles basendon to prom

ments to caterstomer. Our

Manufagarme

cusspeci

Packagar

Scotts Ga

d and acceptaed to the poteon the custom

er customer r of producter factors, inc

om our in-hoates and quot

other materiails to our mar

roviding dives for approvaleping the costave set up anng office reguelivery of the

umer preferecentres regulacturing facil

ed on current mote businessr to fashion design team

acturing of ent as per tomer ification

aging of ments

arments Limi

able in internaential custom

mers’ specific

requirements tion. The inluding qualit

ouse manufactes the comp

ial componenrketing office

erse productsl of customert under contrn exclusive dularly monito

e order, the fi

ences and antlarly monitoities. The Com fashion trends of our Comtrends, whil

s are suppor

ited

ational mers by

design

to our n-house ty, past cturing petitive

nts are e.

s to the rs. This rol and display ors the nished

ticipate or new mpany ds. Our mpany. le also rted by

sophisticatedesigning b Present Ma We own appsophisticatecomputerizegarmenting

Some of ourJuki SingapInternationathese supplperformancwhich we maintenanc As on date,at Karnatak

Sl. No U

1. U2. U

3. U4. U5. U6. U7. U8. U

V9. U10. U

11. U12. U

13. UX

14. UX

15. U16. U17. U

ed computerizby continuous

nufacturing F

proximately 5ed equipmented embroide

g facilities.

r key equipmore Pte Limital, Singapore,liers to ensur

ce specificatiobelieve is co

ce and repair w

, we have 24 mka and Tamil N

Unit Nos.

UNIT - I 4UNIT - II

UNIT – III 1UNIT - IV BUNIT - V 1UNIT - VI PUNIT - VII 2UNIT- VIII

PI

UNIT- IX 5UNIT-X 5

JUNIT-XI PUNIT-XVI N

RUNIT-XVII

SK

UNIT-XVIII

7

Unit - I NUnit -III SUnit - IV 1

zed design sysly upgrading

Facility

5196 sewing mt for our Wovery machines

ment suppliersted, Melco Inc, Typical Interre that equip

ons. The averaomparable towork, with te

manufacturinNadu. The de

481/A, & B, IVA) 292/B

Stage,B) Anne

108/B, 3rd StaB-66 3rd Stage1028/1, IrudaPlot No. V 27,22, BangarpetPlot No. 1 & ndustrial Are

5/1 Madanay5F2, 1st Phasalahalli West

Plot A 353 (a),No.36/6, ByraRoad, VishwaS.No. 61 NarKarnataka 7/1, Gumman

No 226/1, PudSF No.295, I.G1/805, Near

ystems includg our design s

machines, 15 ven garmentis and a var

s include Jeanc, Baruden Cornational, Ch

pment and mage working lo the industrechnical supp

ng units/factoetails of the sa

K

V Phase, PeenB, Patel Che,Bangalore x, 422&422A age 3rd Phasee Peenya Indlyapuram, Pat, III Stage, Peet Industrial Ar 2, Survey Nea, Tumkur akanahalli, Tse, Peenya Int,S.M Road, Ba, 8th Main, Peaweshwara I

aneedam Postepally Villag

nahalli Road,

Ta

dur Pirivu, DG Colony, San

Lakshmi T

88

ding CAD/CAstudios both in

computerizedng facilities aiety of other

nologia S L, Forp Japan, To

hina, Modsu Cmachinery are

life of our sewry standard. ort provided

ory at Karnataame are as un

A

Karnataka

nya Industrialennapa Esta

Patel Channae, Peenya Indul Area, Bangattepalli Road,enya Industrirea, KGF Roa

No. 10, NH4

umkur Road,ndl Area, Nangalore eenya II nd StIndustrial Art, Bangalore ge Kasaba Ho

Byadgi, Karn

amil Nadu

Dharapuram Rndaimedu, MuTheater, Dha

AM. We plan n terms of hu

d embroideryand approximr sophisticat

FG Texstil Koonello, Italy, MCorporation Fe delivered owing machin Our in-hou by suppliers.

aka and Tamnder:

ddress

l Area, Bangaate, Andraha

appa Indl Areustrial Area, B

alore , Robertson Pial Area, Peenad, Bangarpet

Near Bharath

, Bangalore Near Ayyappa

tage, Peenya Irea, Heggana

obli, Bagepal

nataka

Road, Tirupururugampalayrapuram Ro

Scotts Ga

to strengthenuman resource

y machines anmately 2682 seted equipmen

onfeksiyon, TMayer GmbHFZE, UAE. Won time and es is approxim

use technician.

mil Nadu inclu

alore alli Main Ro

ea, YeshwanthBangalore - 5

Pet, K.G.F nya 2nd Staget, Kolar Distrih Petrol Bun

a Temple, O

Industrial Arehalli Village,

lly ( Taluk ),

r yam Post Tiruoad, Palavan

arments Limi

n our capabiles and machi

nd a variety oewing machinnt for our k

TGS Dis TicarH, Germany, B

We work closelmeet our strmately sevenns conduct r

uding samplin

oad, Peenya

hpur, Bangalo560 058

e, Bangalore ict. nk, Sathyama

Opp Canara B

ea, Bangalore, Andrahalli

Chikkaballa

upur nchipalayam

ited

ities in inery.

of other nes, 17 knitted

ret A.S, Brother ly with ringent

n years, routine

ng unit

2nd

ore

angala

Bank,

e Main

apura,

Post,

Sl. No U

18. U

19. U20. U21. U

22. U23. U24. U

Our ongoin Other than a 1. Doddab

The procomplet

2. Kolar

The Com32/11, Sadmeasletter daproduce8,000 pcWoven The tota

Equipment

Our main p

• L• Fe• B• Si• Fl• C• E• Pr• H• H• V• W• G

Unit Nos.

TUnit - V S

AUnit - VI SUnit -VII 6Unit - VIII N

PUnit - IX SUnit - X SUnit - XI S

ng Projects:

above, we ha

ballapur & K

oject at Doddte details of th

mpany is alsSangondahallsuring 35,000 ated 17/01/2e 9600 pcs of cs of knitted & Knitts Garal cost of the p

s

roduction equ

aser Dry Proceed of Arm Mack Pocket Dingle Needle lock Powder

Color Mixing Mxposing Tablrinting Mach

Heater MachinHydro ExtractoVertical DyeinWeighing ScalGerber Cutting

Tirupur SF.No: 137/1Arulpuram, PSF No 368,No699/2 RM BroNo.2/785-B, Palladam (tk),SF 536/5 VeerSF No.643, koSF No 262, Na

ve commence

Kolhapur

daballapur anhese projects

o setting up li in an area Sq.Feet. In te

2011 the Compwoven garme garments perments. The Cproject has be

uipment for t

cessing MachMachines

ecorative MaLock Stitch MMachine Machine e ine

ne or Machine 1

ng Machine 43e Machine g Machine

K

1A - DhanPalladam Roadochipalayam Rothers Ind.Co

Mahalakshm, Palladam rapandi, Veerlathupalayam

allur Village,

ed setting up

nd Kolhapur are appearing

manufacturin 38,000 Sq. Feerms of the apany proposeents per day aer day. The Company expeen estimated

the manufactu

hines

chines Machine

00 Kgs 30 Kgs

89

A

Karnataka

alakshmi Rid, Tirupur Road, Lashmimplex, Kama

mi Nagar, T

rapandi Villagm, VeerapandTirupur

of manufactu

is proposed g under sectio

ng facility foreet and knitteapplication anes to install 12and 800 impoaddition in apects to comm

d at `7800.00

uring of garm

ddress

ice Mill Co

i Garden, Veearaj Road, TiruTirupur Main

ge, Tirupur di Post, Tirupu

uring units at

to be part fon titled “Obj

r stitching of ed garments nd project rep200 imported

orted sewing mannual capacmence the colacs.

ments includes

Scotts Ga

ompound, K

erapandi, Tiruupur (Samplin Road, Na

ur

following loc

funded from jects of the Iss

woven garmat Sy. No. 6

port submitted sewing machmachines wit

city will be 5mmercial pro

s the followin

arments Limi

Karaipudhur

upur ing Unit) aranapuram

cations

the IPO procsue” on Page

ments at Sy. N0, Sultan Thi

ed to Canara hines with a cth a capacity t

52,80,000 pcs oduction by A

ng:

ited

(po),

Post,

ceeds. The no.44

No. 30/1 & ippasandra Bank vide capacity to to produce from both

April 2013.

• C• St• St• C• C• W• Fu• N• M• St• Fa• B

Infrastructu Raw Materi We require raw materiahigh twist yorganic grechiffon prinfabric, cottoThe Compadepending raw materiasupplier. Homaterial for

Our Top Te

Sl.No. C

1. B2. A3. R4. A5. A6. A7. R8. K9. M10. A

Cut & Fit Band

traight Knife traight Knife

ComputerizedCuff Iron MachWater Machine

using MachinNeedle DetectoMulti Needle m

traight Knife ab-panching martack m/c

ure Facilities

ial

different kinals used for tyarn dyed fabey fabric, cottnted fabrics, pon lycra dyedany procureson the qualital that restricowever, stronr our manufac

en Suppliers

Company Na

Bombay RayoArthanari LooRSWM Ltd. Arvind Ltd. Arthanari CloA New VissioRaymond UcoK.G. Denim LMahalakshmi A-Tex (India)

d Knife Machi Cutting Mach Cutting Mach

d Quilting Mahine e

ne or Machine m/c m/c m/c

d of fabrics fothe manufactubrics, Linen Fton dyed fabpolyester cot fabric, cotton

s raw materity and price bcts our capabng relationshicturing proce

of Raw Mate

ame

on Fashions Ltom Centre (Te

thing Pvt Ltdn(BOMBAY)

o Denim Privatd Textiles Pvt.ltd.

ine hine 6" hine 8"

achine

or manufactuuring of diffe

Fabric, Cottonbrics and cotttton burnout n lycra print ial from diffebenefits. We dbility to tap tips with our sss.

erials viz Yarn

td. extile) Pvt Ltd

d. ate Ltd

90

uring of garmerent garmenn organic dyeton printed fprint, polyesfabric, polysterent suppliedo not have athe economicsuppliers hav

n and Fabrics

d.

ments in concunts are 100% ced & printed fabrics. The cster chiffon jater cotton lycrers located dany long term

cal and qualite helped to av

s for Financia

Scotts Ga

urrence with cotton yarn dfabric, cotton

company alsoacquard printra dyed fabri

domestically am contract wity raw matervoid disrupti

al Year 2011-1

% of Purchases

arments Limi

our customerdyed fabrics, n grey fabric, o sources pot, cotton lycric and denim and internatiith our supplrial from anyon in supply

12 are:

Total

11.96 5.27 3.31 3.04 2.42 2.25 2.06 2.02 1.78 1.48

ited

rs. The cotton cotton lyester

ra grey fabric. ionally liers of y other of raw

Our Top Te

Sl. No. B

1. B2. B3. O4. R

5. B6. B7. K8. M9. B10. H

Our Top Te

Sl.No. C

1. A2. V3. K4. S5. C6. S7. A8. S9. A10. Ja

Utilities

The existing

Sl. No

1 481/Indu

2 A) 2A2

B) AC

en Customers

Buyer

Best Seller A/Bombay RayoOld Navy Rhodi Supplie

Best Seller A/Best Seller Kaufland WarMayoral ModaBest Seller FasH&M Hennes

en Creditors f

Company Na

A New VisionVSM Weaves K G Denim LtS S M Fine YarColor ChemicSri Sarvana SpA Tex India PvSulochana CotArthanari Looayavishnu Sp

g utilities for t

Add

/A, & B, Iustrial Area, B

292/B, Patel Andrahalli M2nd Stage, BaAnnexe, 422Channappa

s for Financia

s n Fashions Li

ers Ltd

s

renhandel GMa Infanil S.A.Ushion Group(T & Mauritz L

for supplies f

ame

n (Bombay) India Limited

td. rns als

pinning Mills vt. Ltd. tton Spinning

om Centre pintex Pvt. Ltd

the various d

dress

V Phase, PBangalore - 56

Chennapa EMain Road, Pangalore - 5602 & 422A

Indl.

al Year 2011-1

imited

MBH+Co U Tianjin) ogistik

for Financial

d

g Mills

d.

ivisions of ou

Sa

Peenya 60 058

750 K 250 K

Estate, Peenya 091

85 H 40 H10 H

Patel Area,

91

12 are:

Count

DenmIndia USA UnitedKingdNorwCanadGermaSpain ChinaGerma

Year 2011-12

ur Company a

Power anctioned

KVA

KVA

HP Bescom

HP Bescom HP Bescom

try

mark

d dom ay

da any

a any

2 are:

are tabulated

Water Requiremen

on daily basis

100000 Lts. per day 700000 Lts. per day 4000 Lts Per day

Scotts Ga

% to total rev

% of Creditors Supplies

below:

nt Compres

Air

/

/

40 HP * 2 15 HP

/

2 HP

1 HP

arments Limi

venue

62.60 7.79 4.44

3.80 2.11 1.59 1.45 1.24 0.84 0.80

Total for

7.46 3.04 2.84 2.84 2.40 2.22 1.81 1.74 1.56 1.50

ssed DG

2 500 KV 250 KV

250 KV

ited

G Set

VA * 3

VA * 2

VA

Sl. No

Y0

3 108/Indu

4 B-66Bang

5 1028Road

6 Plot InduBang

7 22, BRoad

8. Plot NearSathTum

9 5/1 Road

10 5F2, Jalah- 560

11 S.F. Pudh

12 SF N

13 S.F Sund(po),6416

14 D NtheaDhar6416

15 SF.NMill ArulTiru

16 SF. LaksTiru

17 No.2TiruPost664

Add

Yeshwanthpu022 /B, 3rd Stage ustrial Area, B6 3rd Stage Pgalore - 560 058/1, Irudayad, Robertson

No. V 27, ustrial Area, galore - 560 05Bangarpet Indd, Bangarpet, No. 1 & 2, Sur Bharath

hyamangala mkur

Madanayakd, Bangalore - 1st Phase, Phalli West, S M0 058. No. 226/1 - Dhur Pirivu, Ti

No.262, Nallur

No. 295damedu, , Vidhalayam

687 No. 1/805 -tre., Palavanrapuram R

608 No: 137/1A - D Compound, lpuram, Ppur-5 No-368 – Noshmi garden,pur

2/785-B, Mapur Main Ro

t, Palladam (t

dress

ur, Bangalore

3rd Phase, PBangalore - 56Peenya Indl 58.

apuram, PattPet, K.G.F

III Stage, PPeenya 2nd 58. dustrial Area Kolar Districurvey No. 10

Petrol Industrial

kanahalli, Tu- 562 123. Peenya Indl. M Road, Ban

Dharapuram irupur - 641 6r Village, Tiru

5, IG CoMurugampa

m stop, Tiru

- Near Laknchipalayam oad., Tirup

Dhanalakshm KaraipudhurPalladam

ochipalayam , Veerapandi

ahalakshmi Noad, Naranaptk), Palladam

Sa

e -560

Peenya 60 058

67 H

Area, 60 H

tepalli 65 H

Peenya Stage,

350 K

a, KGF ct

250 K

0, NH4 Bunk, Area,

200 K

umkur 500 K

Area, galore

96 H65*2

Road, 608

150 H

upur 120 H

olony., layam

upur –

60 H

kshana (po).,

pur –

55 H

mi Rice r (po), Road,

50 H

road, i (po),

370 H

Nagar, puram

m – 641

150 H

92

Power anctioned

HP Bescom

HP Bescom

HP Bescom

KVA ( HT)

KVA (HT)

KVA (HT)

KVA

HP HP

HP

HP

HP

HP

HP

HP

HP

Water

Requiremenon daily

basis

1500 Lts Per day 1500 Lts Per day 1500 Lts Per day

5000 Lts. Per day

4000 Lts. Per day 5000 Lts. Per day

6000 Lts. Per day 2000 Lts Per day

24000 Lts Per day 1000 Lts Per day 24000 Lts Per day

24000 Lts Per day

1000 Lts / days once

24000 Lts Per day

12000 Lts Two dayonce

Scotts Ga

nt Compres

Air

/ 2 HP

/ 1 HP 2 HP

/ 1 HP 2 HP

/ 10 HP

/ 7.50 HP 1 HP

/ 1 HP * 2 10 HP

/ 50 HP

/ 15 HP

/ 15 HP

/ 10 HP

/ 10 HP

/ 10 HP

3 NIL

/ 10 HP 25 HP * 2

/ ys

15 HP

arments Limi

ssed DG

100 KV

100 KV

125 KV

500 KV

250 KV

380 KV

500 KV

250 KV

200 KV

125 KV

125 KV

110KV

35 KVA

2 200KV100KV125KV125KV200KV

ited

G Set

VA

VA

VA

VA

VA

VA

VA

VA

VA

VA

VA

VA

A

VA VA VA VA VA

Ws

P

Wdt W••••••

Sl. No

18 SF. Tiru

19 (SamBrosRoad

20 S.FNTelepKulaTiru

21 Plot InduB’lor

22 No.3AreaAndVish

23 S.NoHobChik

24 7/1, Karn

We have arrasupply of pow

Products

We specializedepending onthe end users.

Woven Garme• Shirts (Co• Tops • Skirts • Trouser (C• Shorts • Cargos Knitted Garm• T-Shirts (B• Sweats • Jerseys

Woven Garm We have speThe garment

Add

No. 536/5pur – 641 605

mple Unit), s., Industrial d., Tirupur – 6

No.643, Nephone athupalayam,pur – 641 605 A – 353 (a),ustrial Area, re – 560 058 36/6, Byrawea, Heggan

drahalli hwaneedam Po. 61 Narepabli, Bagepalkkaballapura, Gummanahnataka

angement witwer.

e in tailor man the specifica. The differen

ents otton, Denim)

Cotton, Denim

ments Basic and Em

ments

ecialized oursts manufactu

dress

, Veerapand5

No.699/2-R.Complex, Ka641 604. ear Veera

Exch, Veerapandi 5. , 8th Main, PPeenya 2nd

eshwara Indunahalli V

Main Post, Bangalorally Village Klly ( Talu, Karnataka

halli Road, By

th various go

de products fations of our

nt products m

m)

mbroidered)

selves into mured by us as

Sa

di(po), 950K

.M & amaraj

65HP

apandi hange, (p.o),

165H

Peenya Stage,

150 K

ustrial Village,

Road, re

50 H

Kasaba uk ),

180 K

yadgi, 150 K

overnmental b

for men, womcustomers. Tanufactured b

manufacturingssist in comm

93

Power anctioned

KVA

P

HP

KVA (HT)

HP

KVA

KVA

bodies depen

men and kidsThese productby our Comp

g of woven gamanding a pre

Water

Requiremenon daily

basis 200000 Lts per day 1000 Lts Week

12000 Lts Four dayonce

3000 Lts. per day

3000 Ltrs peday

10,000 Ltrper day

10,000 Ltrper day

nding on the

s and manufats are sold to

pany include t

arments especemium on ou

Scotts Ga

nt Compres

Air

/ 171 HP

/ 7.5 HP

/ ys

15HP

/ 5 HP

er 5 HP

rs 10HP

rs 10HP

location of o

acture these r our customethe following

cially shirts fur product. W

arments Limi

ssed DG

1860 K

62.5 KV

250KV

125 KV

40 KVA

125 KV

125 KV

our facilities f

ready to wearers who in tur.

for our esteemWe manufactu

ited

G Set

KVA

VA

VA

VA

A

VA

VA

for the

r garments rn sell it to

m clientele. ure woven

garments forproducts havF.Y.2010-11. Knitted Garm We manufacrevenue of `1 Competitors The garmentand mediumin our manuExports LimFurther we a We believe tmix i.e. caterleverage ourdesigns to ou Marketing an Marketing incustomers. Orole in showcspecific solut Competitive We are into the followingwear fashion 1. Multiple P

and expanand woveapparel pcategoriesaddress aprovides o

2. Strong M

experiencsuccessfulresponsibdevelopinmanagemdesignersgrowth.

r men, womeve earned us

ments

cture knitted g14951 lacs for

s

t manufacturim sized manuf

ufacturing opited, House o

also face comp

that our manuring to Wover scalable andur customers

nd Distributi

nvolves manOur Marketincasing our detions to existi

e Strengths

the business g competitive

n apparel busi

Product Capanding requireen trousers (cproducts and s from a sing

a larger base oour customer

Management Tce in the appally implemen

ble for succesng new custo

ment team, w, tailors, mer

en and kids ts revenue of

garments thar the F.Y.2011

ing industry, facturers havperations in of Pearl Fashpetition from

ufacturing facen and Knit sd cost efficienand maintain

on

naging relatig and Merch

esigns and prng and poten

of manufactue strengths toiness: Our pri

ability: We hements of ou

cotton and de hi fashion g

gle vendor anof potential nr One Stop So

Team: We benarel industry. nted expansissful executiomer base an

we believe tharchandisers a

that include s `35074 lacs

at include t-sh-12 as compa

globally anding a local prIndia includ

hion Limited, regional play

cilities, desigsegment diffent productionn strong relati

onships withandizing teamoducts, mana

ntial customer

uring readymo maintain anincipal compe

have developeur customers.enim) for bothgarment expernd enables usnew customerolution for all

nefit from th Our Promoteion projects on of our gnd strengtheat our middland marketin

94

shirts, cargosfor the F.Y.2

hirts, sweats ared to `20,529

d in India, is hresence in Wede, among o KPR Mills Lyers located in

gning and samerentiates us n and operatiionships with

h our existinm interacts faaging the distrs.

made garmentnd enhance ouetitive strengt

ed a range of Our produch genders acrrience allowss to expand ors. We believe apparel requ

he leadership er has adequain the past.

growth stratening our cusle manageme

ng personnel

s, trousers, de2011-12 as co

and jerseys. O9 lacs in the F

highly fragmestern Europe

others, MandhLimited, Indun China, Bang

mpling capabfrom our comional capabili

h our custome

ng customersace-to-face witribution of ou

ts for last twur position aths are hereun

f product offect offerings inross all ages. s our customour business e our businesirements.

of our manaate experience. Our Key Megy by expanstomer relatient team and provide us

Scotts Ga

enims, skirts, ompared to `

Our knitted pF.Y.2010-11.

mented, with ae, China and hana Industr

us Fila and Mgladesh and V

ilities and divmpetitors. Wities, focus on

ers.

s and meetiith our customur products a

o decades. Ws a leading mnder:-

erings in ordenclude woven We believe t

mers to sourcefrom existing

ss model and

agement teame in the textileManagement nding our mionships. In d skilled worwith depth n

arments Limi

shorts etc. O`28,998 lacs l

roducts have

a large numbIndia. Our cories Limited,

Mudra LifestylVietnam.

versification We intend to c

n providing

ing the needmers and plaand providing

We believe thamulti- produc

er to address n, knits, sweathat our broae most of theg customers, product dive

m, which hase industry an Personnel a

manufacturingaddition to rk force comneeded to m

ited

Our woven lacs in the

e earned us

er of small ompetitors Gokaldas le Limited.

in product continue to innovative

ds of new ay a critical g customer

at we have ct ready-to-

the varied ats, jerseys

ad range of eir product as well as ersification

s extensive nd we have are largely g facilities, our senior

mprising of manage our

Our emphCompanyour produ

3. Relations

higher-enC & A, S.product oSELECTErelationshwho is on

We believ

periods enmost of ou

4. We produ

produce qbenefittinpremium products many of t

5. Stringent

are qualitmeasures quality co

6. Designing

Bangaloresystem inwith latesstudy thestudy of fthe currenfor varioumarketingsame timethe custom

7. Sampling by our defacilities sampling selection. unit helpsto the comof samplingive us an

8. Strategic

are locate

hasis on crea

y, which we buct offerings.

ship with big nd fashion bra. Oliver, Juleofferings to

ED. We focuhip with somne of our large

ve that our abnables us to our customers

uce products quality produ

ng our manufa for our prodhave earned hem.

quality checkty checks in p are in place

ontrol departm

g Capabilitiee with Qualifi

n place that kest design softe latest trendsfashion. This pnt trends and us testing ofg and sales pe, enables us mers on the sa

g Capabilitiesesign studios like sample units, one i These finishes the companmpany. The gng are involv

n advantage o

Location Adved in Karnata

ating and shabelieve to be a

sized playersand retailers, s, No Excess,Bestsellers fo

us on maintme of our lead

est customer i

bility to addrobtain additio across all stre

at competitiucts throughoacturing procducts. We bel us significan

k: The Compplace that pr at every ste

ment.

es: We have ied, skilled aneeps a databatware includis in those copractical expo fashion in th

f the garmenpurposes. The to work on damples alread

s: Our Compain Tirupur andyeing, sam

in Tirupur aned garment s

ny in providingarment makived for produover other gar

vantage: We aka with maj

aring value han important

s in internatisuch as Best S, Mayoral Moor their 5 suaining long-

ding customein terms of re

ress the variedonal businesseams of our b

ive price: Ouout the year. ess significanlieve that our

nt good will f

any believes event any de

ep in the man

two dedicand experience

ase of all the ding CAD/CAuntries. We eosure helps th

he internationnts before theese design studesigns suppldy sent and m

any has capabnd Bangalore

mple printing,nd one in Bamples are se

ng the customing process sucts going to rment manufa

have strategijor productio

95

have not onlyt competitive

ional market:Seller, Old Noda, Infinil S

ub-brands viz-term relatioers, and have venues.

d and expands from existinbusiness mod

ur automatedWe have mo

ntly in terms or fair custom

from our cust

in providingefective maternufacturing p

ated and weed employeesdesigns create

AM. Our desiencourage thhe design team

nal market. The designs areudios generatlied by the cu

modifies the d

bilities to proe. Our design , washing anangalore. Thent to the cus

mer with a witarts only aftdifferent maracturers.

ically located on at Bangalo

y retained bu advantage as

: Our customavy, H& M H

S.A., The S Grz, Veromodanships with a decade old

ding requiremng customers el, which we

d designing adern scanninof reducing w

mer service potomers, which

g the best possrial from rea

process. The

ll-equipped s preparing ded for future gners travel

hem to visit fm come out whe new designe released tote various styustomers. The

design accordi

oduce garmen and samplinnd processin

hese units prstomer for apde variety of er the samplerket segment

our operatioore and knitt

Scotts Ga

ut attracted ps we enter ne

mers include vHennes & Mauroup Inc., etc

a, Jack and J our customd business re

ments of globas well as ne

believe increa

and samplingng and qualitywastage and eolicies and coh has resulted

sible quality ching the cusCompany als

design studidesigns. There reference. Thextensively to

fashion showwith new desins are then seo the samplinyles for garme design studing to the cus

nt samples asng departmeng facilities. Wovide sample

pproval. Avai choices at thes are approvts. Our above

ons. All our wted garment

arments Limi

people to be pew markets an

value retailersuritz, Rhodiec. We supplyJones, Only,

mers. We haelation with B

bal customersew customersases their loy

g facilities eny assurance e

enabling us toonsistently hid in repeat or

to the customstomer. Qualso has a well

ios in Tirupe is also an in

he studios areo our target ms to help theigns and ideaent out to the ng unit for tent business

dio takes feedstomer’s sugg

s per designs nt is well equiWe have twoes to the cusilability of the

he minimal poved. Differente-mentioned c

woven garmenfacilities are

ited

part of the nd expand

s as well as e Suppliers, y our multi

EXIT and ave strong Best Seller,

s over long s. We serve yalty to us.

nable us to equipment, o demand a igh quality rders from

mers. There lity control l-equipped

ur and in nformation e equipped markets to

em in their as based on laboratory the further and at the

dback from gestions.

developed ipped with o garment stomer for e sampling ossible cost t processes capabilities

nt facilities located in

1

2

3

Tirupur, Tsignificanwithin a clusters. Oour dome

Export Our major cu

Year

2009-12010-12011-1

*Includes Export Oblig Our export o Client In last three Gander MouModa, Kaufl(France), Uni(UK), HouseArcadia Gro Business Str

1. Strengthedynamic ffocus on twith latessamples iour desiggarment s

2. Strengtheportfolio cto increasthe same enhancingour produ

3. Integratedfabrics an

Tamil Nadu

nt savings in p10-kilometer Our locationsestic suppliers

ustomers are l

10 11 12 Export Incen

gations

obligation for

years we hauntain, S.Olivland etc. Duited Colors ofe of Fraser (Uoup (UK).

rategy

ening Apparefashion industhe developmst design softinto final pro

gn studios botsegment whic

ening Produccomprises of

se the produc to other largg the capacitiucts.

d Operationsnd raw materi

and Bangaloproduction, l radius of Tirs provide us cs.

located at Eur

Exports (` In Lacs)*

39,451.83 48,207.38 45,741.38

ntive received

the year ende

ave received ver, C&A, Viuring the curf Benetton (ItaUK), GAP (U

el designing stry that requ

ment of new dtware includiducts. We plth in terms och will help u

ct Portfolio a Ready Made

ct portfolio shge sized playies of our exi

s: We presentials. Our long

ore & Bagepaabour and trarupur, whichconvenient ac

rope and USA

Reve

Op(` I

434950

d by the comp

ed 31/10/201

repeated ordla A/s, H&M

rrent year oualy), VOI Jean

USA), Perry E

and Productuires keeping designs and sing CAD/CAlan to strengt

of human resos in maintain

and enhancine Garments whall include thyers that are isting manufa

tly focus on thg term objectiv

96

alli in Karnaansportation

h is regardedccess to airpo

A. Given belo

enue From perations In Lacs)* 3,017.07 9,527.73 0,025.46

pany on accou

12 stood at ` 1

ders from renM Hennes & ur Company ns (Italy), TheEllis (USA), A

t Developme up pace withsamples for o

AM thus enabthen our capaources and te

ning higher sa

ng capacities which includehe addition ospecifically i

acturing capa

he manufactuve is to integr

taka. We bel costs. Our kn

d as one of Aorts, ports an

ow are export

Exports ato Ne

999

unt of export s

15580.30 lacs

nowned inter Mauritz, Rh has added e S Group IncAbercrombie

ent Process: Wh ever-changiour garments.bling us to suabilities in deechnology. Wales realization

to meet cliees the export of diversified nto sale of th

acities to mee

uring of Readrate our opera

Scotts Ga

lieve locationnitted operati

Asia’s largest nd are also wi

figures for th

as a percentaget Sales (%)

91.71 97.33 91.44 sales

rnational clienhodi Suppliers

new custome., Prime Mark & Fitch (US

We operate ining market tr. Our in housuccessfully coesigning by c

We plan to tapn for our fina

ent demands:of specific ga high fashionhese garmentet the increme

dy Made Garmations and de

arments Limi

n of our unitions in Tamilapparel manithin close pr

he last three y

ge

nts like Best s Limited, Mers such Cark (UK), River

SA ), GANT(U

n a highly crends. Our strse studios areonvert our decontinuously p the hi-end ral products.

: Presently ouarments. Our n garments ants. We shall ental client d

ments from thevelop in hous

ited

ts gives us l Nadu are

nufacturing roximity of

years.

Seller, Mayoral

rrefour Island USA ),

reative and rategy is to e equipped esigns into upgrading

readymade

ur product strategy is nd catering also target

demand for

he sourced se facilities

4

5

C Oc E

P

from yarnbenefits o

4. Controllincontinuouthe cost sfocus on q

5. Tap domenations. THowever,domestic opportunireach. Thi

Capacity

Our Companycapacity of ou

Existing Insta

InstalledCapacityCapacity

InstalledCapacityCapacity

Proposed Cap

InstalledCapacityCapacity

InstalledCapacityCapacity

E – Estimat

n dyeing to f economies o

ng Operationusly focus onshall include quality contro

estic market aThough we ha, to insulate market and aities in variouis shall help u

y normally our company fo

alled Capacity

Particular

d Capacity y Utilization y Utilization

d Capacity y Utilization y Utilization

pacity Utilisa

Particular

d Capacity y Utilization y Utilization (

d Capacity y Utilization y Utilization (ted

garment man

of scale and in

nal Cost: Wen controlling t the controlliol to reduce th

and expandinave high expoourselves froalso tap the ous countries wus to mitigate

operates in eitor all the unit

y

rs

(%)

(%)

ation

rs

(%)

(%)

nufacturing. ncrease the qu

e believe thathe cost incurng raw matehe wastage an

ng geographiosure in this om any futurother regionswhere it can s the risk linke

ther one shiftts is stated bel

201Knitte

1,15,001,13,57

98.7Wove96,63,58,65,

60.7

2013Knit

1,71,91,46,0

84.Wov

1,20,61,12,1

92.

97

The integratuality control

t to sustain trred for varioerial cost thrond identifying

ic reach: Our region, we w

re economic across the gsupply value ed to differen

t or two shiftlow:

10 ed Garments 0,000 7,955 76 en Garments ,000 ,936 71

3 (E) tted Garment92,000 00,000 .92 ven Garments

61,000 12,500 .96

ted operationl on our final

the competitious operationough negotiag the high cos

major portionweren’t vastly

slowdown, wglobe. Our Co added textile

nt markets and

ts depending

Financial Y

2011

1,15,00,0001,01,83,195

88.55

96,63,000 80,45,851

83.26

Financial

2014 s

1,99,92,01704000

85.23 s

1,48,66,01,36,44,0

91.78

Scotts Ga

ns of our com product.

iveness of thnal activities. ations with thst areas of the

n of export iny affected fromwe plan to inompany will ae products to d widen the g

g on the order

(PieceYear

0 15

(Pi Year

000 00

000 000

arments Limi

mpany shall

he industry wOur strategy

he suppliers, e Company.

ncome is fromm the global mncrease our palso continue enhance its g

growth prospe

rs in hand. T

es Per annum

2012

1,17,36,000 81,70,625

69.62

99,72,000 99,09,002

99.37

eces Per annu

2015

1,99,92,00017280000

86.43

1,48,66,0001,38,78,000

93.35

ited

derive the

we have to y to control increasing

m European meltdown.

presence in e exploring geographic ects.

The present

m)

um)

0

0 0

P

I W21As

S P

O

T

Proposed Pro

Dodd

ParticulaInstalledCapacityCapacity

*300 oper

Kagal

ParticulaInstalledCapacityCapacity

#350 oper

Intellectual P

We had made24, 25 and 26 19/12/2008 oAct, 1999 becservices. The a

Subsequently,

Properties

Owned Prope

The details of

Sl. No T

Arra

1 Deed oNovem2004.

2 Deed oMay 9,

oject - Capacit

daballapur

ars d Capacity* y Utilization y Utilization (ating days

l

ars d Capacity# y Utilization y Utilization (rating days

Property Righ

e an applicatio of the Trade

objecting the ause similar application w

, we have file

erty:

the immovab

Type of angement

of Sale dated mber 18,

of Sale dated , 2002.

ty Utilisation

(%)

(%)

hts:

on dated 26/ Marks Act 1application otrademark is

was abandone

ed a new appl

ble properties

Vend

The KIndustrial DevelopmeBoard repby Shri N. Naik (“Ven

The KIndustrial DevelopmeBoard repby Shri N.

n

First 90,0063,00

70.

First 1,40,084,00

60.

11/2007 for r999. The Reg

on the relativs already on ed for lack of p

lication dated

s which are re

dor

Karnataka Areas

ent presented Nagaraja

ndor”).

Fa

Karnataka Areas

ent presented Nagaraja

Fa

98

year 0,000 0,000 .00

year 00,000 0,000 .00

registration ofgistrar of Trade grounds ofthe record ofprosecution u

d June 08, 2012

egistered in th

Purpose

actory

actory

Second y90,00,0072,00,00

80.00

Second y1,40,00,098,00,00

70.00

f our erstwhilde Marks, Chf refusal undef the registraunder section

2 for registrat

he name of th

LocationProper

Plot No. 48Peenya, 4th Industrial situated iNo. 88 Nallakadarli Village Plot No. 48Peenya, 4th Industrial situated iNo. 46

Scotts Ga

(Noyear 00 00

year 000 00

le logo underhennai has iss

er section 11 ar for the samn 132 of the Tr

tion of our ne

he Company a

n of rty Sq

81-A of Phase,

Area, n Sy. of

ranahal

4146sq.m

81-B of Phase,

Area, n Sy. of

1874Sq.m

arments Limi

. of pieces/AThird Year90,00,000 76,50,000

85.00

(Kgs/AThird Year1,40,00,000 1,19,00,000

85.00

r the class 18, ued an order of the Trade

me/ similar grade Mark act

ew logo

are given belo

Area q.mt Ori

un

6 mt

4146

4 mt

1874

ited

nnum) r

nnum) r

22, 23, r dated e Mark goods/ t, 1999.

.

ow:

ginal nits

sq.mt

Sq.mt

Sl. No T

Arra

3 Deed oApril 2

4 Deed oMay 2RegistrBBE/3

5 Deed oDecem

6 Deed oDecem

7 Sale DDecem

Type of angement

of Sale dated 28, 2007.

of Sale dated 26, 2008 and ration No.

3919/2008.

of Sale dated mber 2, 2005.

of Sale dated mber 2, 2005.

Deed dated mber 2, 1994

Vend

Naik (“Ven

Smt. Mun(“Vendor”)

Mindwest Industries (“Vendor”)

Karnataka Financial CorporatiorepresentedAssistant Manager Basavaih (“Vendor”)

Smt. Sonal and Smt. R. Arora (“Vendors”

KumaraswGounder Jaganathan(“Vendors”

dor

ndor”).

niyamma ).

Fa

(India) Limited

).

O

State

on d by

Gen. Shri. D.

).

Fa

S. Arora Namitha

”)

Fa

wami and

n ”)

Fa

99

Purpose

actory

Office

actory

actory

actory

Location

Proper

Nallakadarli VYeshwanthHobli

Sy. No. 1Nallakadarli VYeshwanthHobli, BanNorth Talu

10th Floor Building kas Mittal TC- Wing aother internexternal fat Flat NoBlock No. Backbay ReclamationScheme, NaPoint, MumNew No. 1of CTS No(part) situaPattepalli RobertsonpK.G.F. BanTaluka,

Joint- II RegistrationDistrict) Taluk, VeerapandiVillage G. 536/5 meaAcre 1.62.

1) SubDistrict, PalTaluk, GanapathipaVillage S. F218/1A,

Scotts Ga

n of rty Sq

ranahalVillage, hpur

127 of ranahalVillage, hpur ngalore ka

153Sq.mbuilandmeang 1012sq.m

in the known Towers and all nal and fittings o. 210, III CF,

n ariman

mbai

105.sq.m

1028/1, o. 1568 ated at

Road, pet, ngarpet

874.sq.m

Sub n Tripur

i S. No.

asuring

6562sq.m

b lladam

alyam F. No.

Hec.

11,8sq.mapp

arments Limi

Area q.mt Ori

un

34.35 mt lding

d land asuri

2.77 mt

10 gland and1sq.ft build

.65 mt

1136

.1 mt

9200

2.81 mt

1.62 A

832 mt prox

2.92 A

ited

ginal nits

guntha

0890

ding

sq.ft

sq.ft

Acre

Acre

Sl. No T

Arra

8 Sale DDecem

9 Sale DMarch

10 Sale DJuly 1,

Type of angement

Deed dated mber 4, 2003

Deed dated h 7, 2007

Deed dated 1991

Vend

Sarjan RealLtd. (“Vend

Tiripur Textile Private (“Vendor”)

Sri S. Subra(“Vendor”)

dor

lities Pvt. dors”)

W

Arora Process Limited

)

Fa

amaniam ) G

100

Purpose

Wind Farm

actory

Company Guest house

Location

Proper

2.46.0 (Ac.6.0

2) S.F. 218/1B. 0.10.5. Ac.

3) Total exAc. 2.92 wwell in theeastern corS. F. 218/1A

Palladam EdayarpalaVillage in No. 321/ admeasurinAcres 0.98.

2) PalTaluk, EdayarpalaVillage in No. 322/ admeasurinAcres 1.02.

3) PalTaluk, EdayarpalaVillage in No. 316/ admeasurinAcres 2.00.

Tiruppur VeerapandVillage, S. 535, Ac. 1in this a sextent o1.56

As per Re-the propertS.F.No. Hec. 0.61 Patta No. 63

Tirpur Tirupur

Scotts Ga

n of rty Sq

08)

No. Hec.

0.25

tent of with a e south rner of A

Taluk, ayam S. F.

(Part) ng

lladam

ayam S. F.

(Part) ng

lladam

ayam S. F.

(Part) ng

1620sq.m

Taluk, di F. No. 10.76 – specific f Ac.

survey ty is in

535/3

34

6319Sq.m

Taluk, 445.sq.m

arments Limi

Area q.mt Ori

un

04 mt

4 Acr

9.74 mt

1.56 A

.33 mt of

4788.land

ited

ginal nits

re

Acre

75sq.ft and

Sl. No T

Arra

11 Sale DJanuar

12 Sale DSeptem2008

Type of angement

Deed dated ry 12, 2009

Deed dated mber 15,

Vend

Shubh (South) Limited (“V

Mr. Subram (“Vendor”

dor

Reality Private

Vendor”)

W

maniam ”)

PVla

101

Purpose

Wind Farm

resently Vacant and

Location

Proper

Municipal Old Ward NNew Ward17, RayapuF. No. 765

In TiruRegistrtion District, RadhapuraSub- RegisDistrict, RadhapuraTaluk, RadhapuraVillage, SF No. 594/SF No. 594/SF No. 594/SF No. 594/SF No. 594/SF No. 594/SF No. 594/SF No. 594/SF No. 594/SF No. 594/SF No. 594/SF No. 594/SF No. 594/SF No. 594/SF No. 594/SF No. 594/SF No. 594/

In TRegistrationDistrict, Sub RegisDistrict, TTaluk, VeerapandiVillage,

Scotts Ga

n of rty Sq

Town, No. 10, d No.

uram S.

landR.Cbuilmeang Sq. and114.Sq. m

unelveli

m stration

m

m

/20 /24 /25 /26 /27 /28 /29 /30 /31 /32 /37 /38 /39 /40 /41 /42 /43

8102sq.m

Tirupur n Nallur

stration Tirupur

i

1648sq.m

arments Limi

Area q.mt Ori

und,

C.C. lding asuri217.5

mt d .75 mt.

217.5

2.23 mt

2 acre

88.04 mt

4.07 A

ited

ginal nits sq.mt

e

Acre

Sl. No T

Arra

13 Sale DMay 12

14 Sale DAugus

15 Sale DNovem

16 Sale DJanuar

17 Sale DJanuar

Type of angement

Deed dated 2, 2010

Deed dated st 22, 2005

Deed dated mber 8, 2010

Deed dated ry 24, 2012

Deed Dated ry 29, 2010

Vend

Mr. K.V.Jay (“Vendor”

Sushil S ARajesh S Ar

Abdulla Kh

Abdulla Kh

Neolux Limited & Baroda

dor

yaram ”)

PV

Arora & rora

Fa

han Fa

han Fa

India Bank of

Fa

102

Purpose

resently Vacant Land

actory

actory

actory

actory

Location

Proper

S. F. No. Punjai Ac. 3this an extPunjai Boundaries

Admeasuripunjai hec.(Punjai Acof agricland Patta1230, Pattabook No. 30

Sy. No.admeasurindully convie AL255/2009-1Sultan TippasandrVillage KHobli, Taluka, District.

Sy. No VeerapandiVillagee, NSub RegisteratioTirupur Dis

Sy No.30/32/1, SangondanVillage, ChikkaballaRoad, KolarSy No.32/230/2 SangondanVillage, ChikkaballaRoad, Kolar

Plot no. E-E-3, Tarapur

Scotts Ga

n of rty Sq

536/1 3.09. in tent of

Hec. s :-

ng on . 0.39.5 c. 0.98) ultural a No. a pass 08528

60 ng – nverted LN-SR-0 at

ra Kasaba

Kolar Kolar

3241Sq.m

536/6, i Nallur,

on, strict

6969

1, and

nahally

apur r

9251sq m

2, and

nahally

apur r

1519sq.m

-2 and MIDC

15,6sq. met

arments Limi

Area q.mt Ori

un

1.12 mt

32 Gu

9.93 1.72 a

1.67 mt

1 acgunthand gunthrespey

9.27 mt

15 gu

600

ters

15,60meter

ited

ginal nits

untha

acres

cre 22 has

32 has ectivel

unthas

00 sq. rs

Sl. No T

Arra

Leased p

Type of Arrangeme

nt

Allotment letter datedAugust 28, 2007 No. HO/PO/ALLT-17512/7258/07-08 and March 25, 2010 No. KIADB-HO/ALLOT-17512/16464/09-10 issued by KIADB Lease cumsale agreement dated February 28, 2011

Leave andLicense Agreement dated July10, 2007.

Type of angement

properties

eLicens

or/ Lessor

L

d

8

6

m

KAIDB (“Lessor”).

SGnPL(e

d

y

Apparel Export Promotion Council (“Licensor”).

SGnPL(s

Vend

Licensee/

Lessee P

Scotts Garments Private Limited (“Lessee”).

LanD-4S-4ApIndPhDo

Scotts Garments Private Limited (“Licensee”).

PrebealoctheSecAreHa

dor

Property/Prem

nd in Plot N4, A-3, A-10

43, S-44 & S-4pparel dustrial Arase,

oddaballapura

emises/Showaring No. cated on 3rd Fe ‘Apparel Hoctor-44, Institea, Gu

aryana.

103

Purpose

mises OrinalUn

No. D-3, 0, A-11, 45 (P) at

Park rea, I

a

57

m

wroom 312-313

Floor in ouse’ at tutional urgaon,

543s

Location

Proper

Industrial Salwad TDist Maharashtr

Area

igil

nits

Sq.m

7567 sq

eters

57567

3.37 sq.ft

50.53

Scotts Ga

n of rty Sq

Area, Taluka, Thane, ra

Rent/SeDepo

mt

7 The Chas considera`619.08 lallotment The yearpayable `14,225/- The Cshall alsyearly maintenan`1.06 lacs

3 Fixed Fees: 33,96,120/ Monthly maintenan8,151/- Interest Security

arments Limi

Area q.mt Ori

un

ecurity osit

PeA

Company paid

ation of lacs for t of land

rly rent is

Company so pay

nce of

10

License `

/-

nce of `

Free Deposit

10

ited

ginal nits

eriod of greeme

nt

0 Years

0 years

Type of Arrangeme

nt

Lease Agreement dated December 19, 2007.

Lease Agreement dated January 12,2008.

Lease Agreement dated December 1, 2008And AddendumAgreement dated August 13,2012

eLicens

or/ Lessor

L

Karnataka Industrial Area Development Board (“Lessor”).

MSGsL(”

,

Karnataka Coir Complex Private Limited (“Lessor”).

SGsL(”

.

m

,

M/s. Kasturi Industrial Estate (“Lessor”).

SGnL(e

License

e/ Lessee

P

M/s. Scotts Garments Limited. (“Lessee”).

Allknoin parIndBanKo

Scotts Garments Limited (“Lessee”).

PloSurSatIndSatKaTucov

Scotts Garments Limited (“Lessee”).

GroFloFlo5/1MaTuBanme75,arepow

Property/Prem

l that piece oown as Plot Sy No. 141 art in the Bandustrial Area ngarpet,

olar

ot No. 1 &rvey No. thyamangala dustrial thyamangala saba mkur vered by A C

ound Floor,oor and oor, situated 1, adanayakanahmkar ngalore-56212easuring 000 sq.ft. of b

ea with 500wer and

104

mises OrinalUn

of land No. 22

and 120 ngarpet Taluka District

4

m

& 2 in 10,

Area, Hobli, Taluka, District Street.

27sq

sub

, First Second at No.

halli, Road,

23 about

buildup 0 KVA

75,sq

Area

igil

nits

Sq.m

4033 sq.

mtrs

4033

7000 q.ft.

uper built

up

2511

,000 q.ft.

6975

Scotts Ga

Rent/SeDepo

mt

of ` 1,00,0

3 The Lesspaid thethe sum1,36,032/-towards allotmentconsidera The Lesspay to tha sum of `towards yearly remaintenancharges 1495/-

1 The leaspayable Lessee fProperty at ` 6/- pper monthe rentalincreasedever three 10 monthpayable interest security by the Les

5 The montpayable Lessee Lessor sh4,14,000/-exclusive service taJanuary 0to March From Ap2012 to D

arments Limi

ecurity osit

PeA

000/-

see has Lessor

m of ` -

the t ation.

see shall e Lessor ` 1008/-

the ent and nce

of `

10leacuaren

se rent by the

for the shall be

per sq.ft. nth and l shall be by 10%

e years.

hs rent is as

free deposit

ssee.

5 Y Wthprof renth

thly rent by the to the

hall be ` - of ax from 01, 2012 2012.

pril 01, ecember

3 efffroJan01

ited

eriod of greeme

nt

0 year ase

um sale rangem

nt

Years

We are in e

rocess newing e same.

years fective om nuary

1, 2012

Type of Arrangeme

nt

Lease Agreement dated September 18, 2009.

Lease Agreement dated Junel 1, 2011

eLicens

or/ Lessor

L

Mrs. G. H. Nirmala (“Lessor”).

MSGn(e

e

Mr. Saud Nazir, Proprietor J.K. Engineering Services (“Less

MNA,MnDrGnL(

License

e/ Lessee

P

M/s. Scotts Garments Ltd. (“Lessee”).

#5FIndJalaS.M560

Mr. Naseer Ahmed, Managing Director, Scotts Garments Pvt. Ltd. (“Lesse

NoIndsta

Property/Prem

F2, 1st Phase, dustrial ahgalli

M.Road, Ban0058,

o. B-108, dustrial Estatage, Bangalore

105

mises OrinalUn

Peenya Area, West,

ngalore-

19sq

Peenya te, IIIrd e

526sq

Area

igil

nits

Sq.m

9200 q.ft.

1785.6

6.22 q.mt

526.22

Scotts Ga

Rent/SeDepo

mt

31, 2014 `4,91,000 month eof service The rent enhancedevery 3annually. The deposit by the shall 46,28,000/which sinterest fr

6 The Lesspay the mrent 1,50,000/-to deducTDS. The rent enhancedon existiafter 3 yea The Lesspay a su15,00,000/security d

2 The lessepay ` every mothe tenanbegin frofirst of month English cterminatinthe last every mon

arments Limi

ecurity osit

PeA

will be per exclusive tax

shall be d by 15% 3 years

security payable

Lessee be ` /-, hall be

ree. see shall monthly of ` - subject ction on

will be d by 10% ing rent ars.

see shall um of ` /- as deposit.

5 Y

ee shall 30,000/-

onth and ncy shall om the every of the calendar ng with day of

nth.

5 Y

ited

eriod of greeme

nt

Years

Years

Type of Arrangeme

nt

Lease Agreement dated April1, 2005.

Lease Agreement dated October 24,2007 andletter ofextension dated February, 13, 2013

Lease Agreement dated February 13, 2006. Addendumto the LeaseDeed datedJanuary 01,2012

eLicens

or/ Lessor

L

or”). e

l

Mr. Arif Butt, Heritage Garments (“Lessor”).

MNA,MnDrGnL(e

, d f

Agro Chem Industries (“Lessor”).

SGnL(e

m e d ,

Mr. Suresh (“Lessor”).

MNA,MnDrGnL(

License

e/ Lessee

P

e”).

Mr. Naseer Ahmed, Managing Director, Scotts Garments Pvt. Ltd. (“Lessee”).

NoIndsta

Scotts Garments Limited (“Lessee”).

PloIndsta560

Mr. Naseer Ahmed, Managing Director, Scotts Garments Pvt. Ltd. (“Lesse

Kh(Olat IndHeYesBanTal(MWeNo

Property/Prem

o. B-66, dustrial Estatage, Bangalore

ot No. V-27, dustrial Estatage, Ban0058,

haneshumari Nld No. 422), sPatel Chann

dustrial egganahalli, shwanthpurangalore luka, Ban

Measuring Eest 68.00 feorth to South 3

106

mises OrinalUn

Peenya te, IIIrd e

461sq

Peenya te, IInd ngalore-

1sq

No. 535 situated nappa’s

Estate,

a Hobli, North

ngalore ast to et and 36.00).

2s

Area

igil

nits

Sq.m

1.49 q.mt

461.49

1496 q m

1496

2448 sq.ft

227.66

Scotts Ga

Rent/SeDepo

mt

The Lesspaid a su520,500 security d

9 The lessepay ` every mothe tenanbegin frofirst of month English cterminatinthe last every mon

6 The leaspayable Lessee fProperty at ` 3,per monthe rentalincreasedever three 10 monthpayable interest security by the Les

6 The Lesspay the r40,000/- month. The Lesspaid the Lsum `4,00,000/interest security d

arments Limi

ecurity osit

PeA

see has um of `

as deposit.

ee shall 4,750/-

onth and ncy shall om the every of the calendar ng with day of

nth.

20

se rent by the

for the shall be 25,000/-

nth and l shall be by 5%

e years.

hs rent is as

free deposit

ssee.

Exn tilOc23

see shall rent of `

every

see has Lessor a

of /- as

free deposit.

5 Y

ited

eriod of greeme

nt

0 Years

xtensiovalid

l ctober

3, 2013

Years

Type of Arrangeme

nt

Lease Agreement dated February 13, 2006 Addendumto the LeaseDeed datedJanuary 01,2012

Lease Agreement dated April1, 2000. Addendumto the LeaseDeed datedJanuary 01,2012. Lease Agreement dated April1, 2000 Addendumto the LeaseDeed datedJanuary 01,2012

Lease Deed

eLicens

or/ Lessor

L

e

m e d ,

Mr. Srinivas (“Lessor”).

MNA,MnDrGnL(e

l

m e d ,

Smt. Venkatalakshmamma (“Lessor”).

MSGn(e

l

m e d ,

Smt. Jayalakshmamma (“Lessor”).

MSGn(e

d Mr. M

License

e/ Lessee

P

e”).

Mr. Naseer Ahmed, Managing Director, Scotts Garments Pvt. Ltd. (“Lessee”).

NoPatIndHeYesBanTal

M/s. Scotts Garments (“Lessee”).

NoKh108PatIndHeYesBanTal

M/s. Scotts Garments (“Lessee”).

Pro78/Kh(Olat IndHeYesBanTal

M/s. No

Property/Prem

o. 422/A, situtel Channdustrial egganahalli, shwanthpurangalore luka, Bangalo

o. 78/2, bhaneshumari 8/292-B, situtel Channdustrial egganahalli, shwanthpurangalore luka, Bangalo

operty in surv/2, b

haneshumari Nld No-425) sPatel Chann

dustrial egganahalli, shwanthpurangalore luka, Bangalo

o.A-353a situ

107

mises OrinalUn

uated at nappa’s

Estate,

a Hobli, North

ore

1s

bearing No.

uated at nappa’s

Estate,

a Hobli, North

ore

4s

vey No. bearing No. 538 situated nappa’s

Estate,

a Hobli, North

ore

4s

ated at 859

Area

igil

nits

Sq.m

1904 sq.ft

177.07

4680 sq.ft

435.24

4680 sq.ft

435.24

9.57 859.57

Scotts Ga

Rent/SeDepo

mt

7 The Lesspay the r10,000 month. The Lessincrease amount agreed re11,424/-) 2 years. The Lesspay the Lsum 2,00,000/-interest deposit.

4 The Lesspay the `30,000/-month. The Lesspaid the Lsum `3,00,000/interest security d

4 The Lesspay the `30,000/-month. The Lesspaid the Lsum `3,00,000/interest security d

7 The Less

arments Limi

ecurity osit

PeA

see shall rent of `

every

see shall the rent 10% on

ent (i.e. ` once in

see shall Lesser a of ` - as

free

5 y

see shall rent of

every

see has Lessor a

of /- as

free deposit.

5 y

see shall rent of

every

see has Lessor a

of /- as

free deposit.

5 Y

see shall 3 y

ited

eriod of greeme

nt

years

years

Years

years

Type of Arrangeme

nt

dated September 20, 2010

Lease deeddated November 24, 2011

Lease deeddated November 26, 2011

Lease cumRent Agreement dated November 16, 2011

eLicens

or/ Lessor

L

Aminappa Gouda Sangana Gouda Patil (“Lessor”)

SGnL.(e

d Shri B. Yogesh

SGnL

d Shri V. Venkata Shiva Reddy

SGnL

m

M/s. Pragathi Agrotech Indust

SGnL

License

e/ Lessee

P

Scotts Garments Limited. (“Lessee”)

IndPeePeeEstlimNaVilYesBanFacthe

Scotts Garments Limited

LanhavfirsflooNoBhyIndHeAnRoPos091

Scotts Garments Limited

LanhavsituNaKaBagCh107

Scotts Garments Limited

IndsituMaPeeAre058

Property/Prem

dustrial enya 2nd Stenya Indtate Area wit

mits allakadernahallage, shwanthpurangalore Northctory Shed stereon

nd and bving groundst floor and or situate

o.36/6, yraveshwara

dustrial egganahalli Vndhrahalli ad, Vishwanst, Bangalore1 nd and bving grounduated at S. arepally Vsaba gepally (

hikkaballapur7

dustrial uated at D-4ain Road, 2nd

enya Indea, Bangalore8

108

mises OrinalUn

Estate, tage of dustrial thin the

of alli

a Hobli, h Taluk tanding

sqla

comiso

ind

facy sadmur

491sq

building d floor,

second d at

Area,

Village, Main

needam e – 560

19sq

building d floor no. 61, Village,

Hobli, (Taluk), a – 562

12,s

shed 27, 10th

d Stage, dustrial e – 560

10,s

Area

igil

nits

Sq.m

q.mt and mprsing f an

dustrial ctorhed mesring 1.37

q.mt

sq.mland

comprsing o

anindust

iashed

admeuring

491.37sq.m

9500 q. ft

1813.50sq m

,000 sq.ft

1116

,400 sq ft

Scotts Ga

Rent/SeDepo

mt

mt d riof n tral d sg 7

mt

pay the the sum7,50,000/-month inthe rent leased pand the pmachineri The Lesspaid a su75,00,000/security which repayablewithout interest terminatiothe lease.

0 m

` 9,50,00interest deposit ` 95,000 per month

6 ` 6,00,00interest deposit ` 40,000 per month

` 8,00,00interest deposit ` 90,000 per month

arments Limi

ecurity osit

PeA

Lessor m of `

- per ncluding

for the premises

plant and ies.

see has um of ` /- as

deposit is

e any

on the on of

00/- as free

as rent h

5 y

00/- as free

as rent h

5 y

00/- as free

as rent h

10m

ited

eriod of greeme

nt

years

years

0 onths

Type of Arrangeme

nt

Addendumdated June11, 2012

Sub Leaseddeed datedSeptember 17, 2010

Lease Agreement dated May12, 2006.

Letter forExtension of RentAgreement dated May23, 2012. Lease Deeddated May07, 2008 Lease Agreement dated August 13,

eLicens

or/ Lessor

L

m e

ries

d d

Karnataka Renewable Energy Development Limited

SGnL

y

State Industries Promotion Corporation of Tamilnadu Limited (“Lessor”).

MSGnPL(e

r

t y

d y

Mr. M.Karuppusamy and Mr. K. Krishnasamy(“Lessor”).

SGnL

,

Smt. Prema Rani (“Less

MSGn

License

e/ Lessee

P

Scotts Garments Limited

LanNoVilBel

M/s. Scotts Garments Private Limited (“Lessee”).

NoIndCenwitIngPerRegPer

M/s. Scotts Garments Limited

ThfacCloS.FDhPuTir

M/s. Scotts Garments

In RegNaReg

Property/Prem

nd bearing o-77, Sinllage, Bellaryllary District

o. R-4 in the Sdustrial Gntre, Peruthin the limgur, Talukrundurai gistration Disrundurai

e building recing towardsothing (P) F.No.226/1- harapuram dhur

rupur-641608.

Tgistration D

allur gistration Dis

109

mises OrinalUn

Serial ndigere

y Taluk, ac

SIPCOT Growth undurai mits of ka of

Sub-strict of

5.59acr

ented is s Scotts

Ltd.,

Road, Privu,

.

20,s

Tirupur District,

Sub strict, at

11,.49

Area

igil

nits

Sq.m

2 cres

9 re

22645.75

,000 sq ft

1860

,7019 sq.

ft

1088.23

Scotts Ga

Rent/SeDepo

mt

` 6,14,00interest deposit ` 55,000 per month

7 The Lesspay ` 14,towards refundabldeposit, ` 29,towards developmcharges an ` 100/- Lease radvance 100% payfull.

0 The leasshall 80,000/- month. The Lesspaid ` 5,as advancLessor, wrefundabl

3 The leasshall 90,000/- month.

arments Limi

ecurity osit

PeA

00/- as free

as rent h

UpM29

see shall 98,120/-

le plot

73,880/-

ment nd

towards rent as

being yment in

ThPrshallforlonlea99

se rent be `

per

see has 00,000/- ce to the which is le.

1 froM20

se rent be `

per

Thpeagwi

ited

eriod of greeme

nt

pto March

9, 2040

he roperty hall be lotted r the ng ase of

9 years.

year om

May 23, 012.

he lease eriod is greed ith

Type of Arrangeme

nt

2011.

Rental Agreement dated March 23,2011

Letter forExtension of RentAgreement dated May14, 2012. Rental Agreement dated April1, 2009.

Letter forExtension of RentAgreement dated May14, 2012.

eLicens

or/ Lessor

L

or”). L(e

,

Mr. M.Nithyannadhan (“Lessor”).

MSGnL(e

r

t y

l

Mr. S.Venkatesh (“Lessor”).

MSGnL(e

r

t y

Mrs. S. Balamani (“Lessor”).

MSGnL(e

License

e/ Lessee

P

Limited (“Lessee”).

TirVeS.F

M/s. Scotts Garments Limited (“Lessee”).

CoTirPalVilTh1/8

M/s. Scotts Garments Limited (“Lessee”).

CoTirNoLakNo(po

M/s. Scotts Garments Limited (“Lessee”).

CoTirNoLakNoVeTir

Property/Prem

rupur erapandy Vil

F. 295.

oimbatore Drupur lavanchipalayllage, Near Leatre, Door805.

oimbatore Drupur ochipalayam kshmi Garde

o.- 368, Veero), Tirupur.

oimbatore Drupur ochipalayam kshmi Garde

o.- erapandi(po)

rupur.

110

mises OrinalUn

Taluka, llage in

District, Taluka, yam Lakshna r No.-

31,s

District, Taluka,

Road, en, S.F. rapandi

12sq

District, Taluka,

Road, en S.F.

368, ,

7,sq

Area

igil

nits

Sq.m

,846 sq.ft

2961.67

2000 q. ft.

111.6

,068 q. ft.

657.32

Scotts Ga

Rent/SeDepo

mt

A refsum of lakh is advance Lessee Lessor.

7 The montfor theproperty ` 56,700/effect from23 2011 interest advance ` 15,00,00

6 The montfor theproperty ` 10,000the interadvance ` 4,20,000

2 The montfor theproperty ` 9,000/- interest advance ` 4,00,000

arments Limi

ecurity osit

PeA

fundable ` 13.50 paid as by the

to the

efffroAu13to 31 Wthprof renth

thly rent e said shall be /- with m March and the

free shall be

00/-

3 y

thly rent e said shall be

0/- and rest free shall be

0/-

Thduof foranagnt exbymucoof pa

thly rent e said shall be

and the free

shall be 0/-

1 anagnt exbymucoof

ited

eriod of greeme

nt

fect om ugust

3, 2011, March

1, 2013.

We are in e

rocess newing e same

years

he uration rent is r 1 year

nd the greeme can be

xtended y the utual

onsent the

arties

year nd the greeme can be

xtended y the utual

onsent the

Type of Arrangeme

nt

Rental Agreement dated April1, 2009.

Letter forExtension of RentAgreement dated May14, 2012. Rental Agreement dated April1, 2009.

Letter forExtension of RentAgreement dated May14, 2012. Rental Agreement dated January 10,2009.

Letter forExtension of RentAgreement dated May14, 2012. Rental Agreement dated January 10,2009 Rental Agreement dated

eLicens

or/ Lessor

L

l

r

t y

l

Ms. V. Nandhini (“Lessor”).

MSGnLrnMSS(e

r

t y

,

Mr. K. Subbiyan (“Lessor”).

MSGnLrnMSS(e

r

t y

,

Mr. S. Lakshmi (“Lessor”).

MSGnLUrnMKnaRPa(e

License

e/ Lessee

P

M/s. Scotts Garments Limited represented by Mr. Sayed Safiulla (“Lessee”).

CoTirNoLakNoVeTir Gome

M/s. Scotts Garments Limited represented by Mr. Sayed Safiulla (“Lessee”).

CoTirNoLakNoVeTir

M/s. Scotts Garments Limited Unit 1 represented by Mr. K.Loganathan and Mr. R. Palanisamy (“Lessee”).

CoTirNoLakNoVeTir

Property/Prem

oimbatore Drupur ochipalayam kshmi Garde

o.- erapandi(po)

rupur.

odown and Beasuring area-

oimbatore Drupur ochipalayam kshmi Garde

o.- erapandi(po)

rupur.

oimbatore Drupur ochipalayam kshmi Garde

o.- erapandi(po)

rupur.

111

mises OrinalUn

District, Taluka,

Road, en S.F.

368, ,

Building -

6,sq

District, Taluka,

Road, en S.F.

368, ,

10,0sq.

District, Taluka,

Road, en S.F.

368, ,

12,sq

Area

igil

nits

Sq.m

,820 q. ft.

634.26

080 ft

937.44

,524 q. ft.

1164.73

Scotts Ga

Rent/SeDepo

mt

6 The montfor theproperty ` 10,000the interadvance ` 4,20,000

The montfor theproperty `10,000/-interest advance `4,00,000/

3 The montfor theproperty `10,000/-interest advance `4,00,000/

arments Limi

ecurity osit

PeA

pa

thly rent e said shall be

0/- and rest free shall be

0/-

1 anagnt exbymucoof pa

thly rent e said shall be and the

free shall be /-

1 anagnt exbymucoof pa

thly rent e said shall be and the

free shall be /-

1 anagnt exbymucoof pa

ited

eriod of greeme

nt

arties.

year nd the greeme can be

xtended y the utual

onsent the

arties.

year nd the greeme can be

xtended y the utual

onsent the

arties.

year nd the greeme can be

xtended y the utual

onsent the

arties.

Type of Arrangeme

nt

December 4, 2007. Letter forExtension of RentAgreement dated May14, 2012. Rental Agreement dated September 01, 2009

Rental Agreement dated August 10,2012

Rental Agreement dated November 2, 2009.

Letter forExtension of RentAgreement dated August 01,2012 Lease Agreement dated June24, 2009.

eLicens

or/ Lessor

L

r

t y

Smt. S.Surekha (“Lessor”)

MSGnL(e

,

Mr. R. Kandhasamy (“Lessor”).

MSGnL(e

r

t

,

e

Smt. S.Pushpalatha (“Lessor”).

MSGnL(e

License

e/ Lessee

P

M/s. Scotts Garments Limited (“Lessee”).

CoTirNoLakNoVeTir Gome

M/s. Scotts Garments Limited (“Lessee”).

BuR.MIndKaTir

M/s. Scotts Garments Limited (“Lessee”).

Thmein RCD.NS.F0.3VeTirNaTirDis

Property/Prem

oimbatore Drupur ochipalayam kshmi Garde

o.- erapandi(po)

rupur.

odown and Beasuring area

ilding at No.M. & dustrial Comaraj

rupur- 641604

e Second easuring 15,00

the three CC building bNo. 643/1

F.No. 643/1A6, Ac erapandi V

rupur Talukallur Sub-Drupur Regisstrict.

112

mises OrinalUn

District, Taluka,

Road, en S.F.

368, ,

Building

3s

699/2-Bros.,

omplex, Road,

4.

7200 sq

Floor 00 sq.ft.

storey bearing 1, In A, Hec

0.90, Village, ka, of District, stration

0a

Area

igil

nits

Sq.m

3321 sq ft

308.85sq m

00.0q ft.

669.60

0.90 acre

3646.00sq m

Scotts Ga

Rent/SeDepo

mt

5 m

The montfor theproperty `10,000/-interest advance `3,00,000/

0 The montfor theproperty `10,000/-interest advance `1,00,000/

0 m

The Lesspay a mrent of for the fir For the and thirthe rent increasedon the mrent i.e. `8 The Lesspaid to threfundabl

arments Limi

ecurity osit

PeA

thly rent e said shall be and the

free shall be /-

1 anagnt exbymucoof pa

thly rent e said shall be and the

free shall be /-

Thduof foryethagnt exbymucoof pa

see shall monthly `8,500/- st year.

second d year, shall be by 5 % monthly 8,925/-.

see has he Lessor le

This pe1 coinAu20

ited

eriod of greeme

nt

year nd the greeme can be

xtended y the utual

onsent the

arties.

he uration rent is r 2

ears and e

greeme can be

xtended y the utual

onsent the

arties. he lease for the eriod of

year ommencg from ugust 1,

012.

Type of Arrangeme

nt

Letter forExtension of RentAgreement dated August 01,2012 Lease Agreement dated June24, 2009.

Letter forExtension of RentAgreement dated August 01,2012 Lease Agreement dated June24, 2009.

Rental Agreement dated March 24,

eLicens

or/ Lessor

L

r

t

,

e

Smt. Kanchana Devi (“Lessor”).

MSGnL(e

r

t

,

e

Mr. S. Parameswaran (“Lessor”).

MSGnL(e

,

Mr. P. Mallika (“Less

MSGs

License

e/ Lessee

P

M/s. Scotts Garments Limited (“Lessee”).

Thmein RCD.NNoAcVilTalDisReg

M/s. Scotts Garments Limited (“Lessee”).

Thmein RCD.NNoAcVilTalDisReg

M/s. Scotts Garments

Lanmesq.No

Property/Prem

e Ground easuring 15,00

the three CC building bNo. 643/1, o. 643/1A, H 0.90, Veerllage, Tluka, of Nallustrict, Tgistration Dis

e First easuring 15,00

the three CC building bNo. 643/1, o. 643/1A, H 0.90, Veerllage, Tluka, of Nallustrict, Tgistration Dis

nd and Beasuring abouft. situated a

o. 4, Jawahar

113

mises OrinalUn

Floor 00 sq.ft.

storey bearing In S.F. ec 0.36, rapandi Tirupur ur Sub-Tirupur strict.

0a

Floor 00 sq.ft.

storey bearing In S.F. ec 0.36, rapandi Tirupur ur Sub-Tirupur strict.

0A

Building ut 2600 at Door Nagar,

2s

Area

igil

nits

Sq.m

0.90 acre

3646.00sq m

0.90 Acre

3646.0

2600 sq ft

241.80

Scotts Ga

Rent/SeDepo

mt

deposit 5,00,000/-without in

0 m

The Lesspay a mrent of `for the fir For the and thirthe rent increasedon the mrent i.e. ` The Lesspaid to threfundabldeposit 5,00,000/-without in

0 The Lesspay a mrent of for the fir For the and thirthe rent increasedon the mrent i.e. `8 The Lesspaid to threfundabldeposit `5,00,000/without in

0 The montfor theproperty `16,775/-

arments Limi

ecurity osit

PeA

of ` - nterest.

see shall monthly

` 8,500/- st year.

second d year, shall be by 5 % monthly 8,925/-.

see has he Lessor le

of ` - nterest.

This pe1 coinAu20

see shall monthly `8,500/- st year.

second d year, shall be by 5 % monthly 8,925/-.

see has he Lessor le

of /- nterest.

This pe1 coinAu20

thly rent e said shall be and the

Thduof for

ited

eriod of greeme

nt

he lease for the eriod of

year ommencg from ugust 1,

012.

he lease for the eriod of

year ommencg from ugust 1,

012.

he uration rent is r 3

Type of Arrangeme

nt

2011

Rental Agreement dated March 23,2011.

Letter forExtension of RentAgreement dated August 01,2012 Rental Agreement dated February 15, 2010.

Rental Agreement date March24, 2011

eLicens

or/ Lessor

L

or”). LrtMSS(”

,

Mr. K. Lakshmi (“Lessor”).

MSGnLrnMLt(e

r

t

,

Mr. T. Santhalingam (“Lessor”).

MSGnLrnMSS(e

h

P. Muthu kumaraswamy

SGnL(

License

e/ Lessee

P

Limited represented byMr. Sayed Safiulla (“Lessee”).

SunInd(PO

M/s. Scotts Garments Limited represented by Mr. K. Loganathan (“Lessee”).

LanBu170Fir356Ro

M/s. Scotts Garments Limited represented by Mr. Sayed Safiulla (“Lessee”).

DoNaVaLovTir

Scotts Garments Limited (“Tena

GoDhMiKaAru

Property/Prem

ndamedu, duvampalayaO), Tirupur.

nd and tilding me00 sq.ft. siturst Floor No6, Dharaad, Tirupur.

oor No. D 7agar, lampuri Vinvil, 60 Feet

rupur.

odown hanalakshamills Comraipudhur(poulpuram, pa

114

mises OrinalUn

am

terraced asuring ated at o. 355, apuram

1s

7, DSK Near

nayagar Road,

2sq

at, i Rice

mpound, o), alladam

1acandcen

Area

igil

nits

Sq.m

1700 sq ft

158.10

2616 q.ft.

243.29

cre d 50 nts

6077.54approx

Scotts Ga

Rent/SeDepo

mt

interest advance `50,000/-

0 The montfor theproperty `8,250/-

The interadvance `50,000/-

9 The montfor theproperty `8,500/- interest advance `30,000/-

4 x

Monthly `20,000/ Interest advance `4,00,000/

arments Limi

ecurity osit

PeA

free shall be

yeJan20thagnt exbymucoof pa

thly rent e said shall be

rest free shall be

3 y

thly rent e said shall be and the

free shall be

Thduof forfroAu01anagnt exbymucoof pa

Rent of and an

free of

/

3 Thagnt ex

ited

eriod of greeme

nt

ears till nuary

014 and e

greeme can be

xtended y the utual

onsent the

arties. years

he uration rent is r 1 year om ugust

1, 2012 nd the greeme can be

xtended y the utual

onsent the

arties.

Years. he greeme can be

xtended

Type of Arrangeme

nt

Rental Agreement dated March 24,2011

Lease Deeddated July10, 2010

Lease Agreement dated July03, 2009

eLicens

or/ Lessor

L

(“Owner”)

n

,

Ansuya Devi (“owner”)

SGnL(n

d y

Mr. M. Shanmugasundaram (Party No. 1 or Owner)

SGnL(NoT

y

P.Moorthi (“Lessor”)

F

L

License

e/ Lessee

P

nt”) Ro

Scotts Garments Limited (“Tenant”)

GoDhMiKaAruRo

Scotts Garments Limited (Party No. 2 or Tenant)

ThfacNaPalPal4362/7

Arora Fashion

s Limited

Lan262TirCo

Property/Prem

ad, Tirpur-5

odown hanalakshamills Comraipudhur(poulpuram, paad, Tirpur-5

e building recing taranapuram Vlladam Mainlladam 6/2A, Door785 C, 2/785

nd bearing S2, Nallur Vrupur oimbatore

115

mises OrinalUn

at i Rice

mpound, o), alladam

1aand

ce

ented is towards Village,

n Road, (po),

r No. B-1

3sq

S.F. No Village,

Taluk, District

2ac

Area

igil

nits

Sq.m

acre d 50 ents

6077.54approx

3334 q m

3334

2.00 cres

8104.57

Scotts Ga

Rent/SeDepo

mt

4 x

Monthly `10,000/ Interest advance `1,30,000

4 Rent `1,20,000/(Effective July 20102011) Rent `1,30,000/(Effective July 20112012)

Rent `1,40,000/(Effective July 20122013)

A sum`18,00,000refundablinterest Advance.

7 The Lesspay the `22,000/-month f

arments Limi

ecurity osit

PeA

bymucoof OwanTe

Rent of and an

free of

3 Thagnt exbymucoof OwanTe

of /- from to June

of /- from to June

of /- from to June

m of 0/ as le

free

Thof leadeforyefro10

see shall rent of

every for the

Lethshfor

ited

eriod of greeme

nt

y the utual

onsent the wners

nd enant

years. he greeme can be

xtended y the utual

onsent the wners

nd enant

he term the ase eed is r 3

ears om July 0, 2010.

ease of e land

hall be r the

Type of Arrangeme

nt

Lease agreement dated September 03, 2012

Manufact Our manuorder, a pdelivery s(made of consumabwhich areteam condmanufactu

eLicens

or/ Lessor

L

(e

B.D.P. Apparels Pvt. Ltd. (Lessor)

L

turing Proces

ufacturing faproduction plschedules. Wenatural fibersbles. We purce designated bducts a pre-puring facility

License

e/ Lessee

P

(“Lessee”)

adm

Scotts Garme

nts Limited (Lessee

)

FacGuBya

ss

acilities receivlan is adoptede place orders, such as cottchase the finisby our customproduction iny commences

Property/Prem

measuring 2 a

ctory at Sy Nummanahalli adgi

ve orders dird to coordinas for our rawton,), accessorshed fabric anmers. On recenspection. Fo production,

116

mises OrinalUn

acres.

No.7/1, Road,

879

m

rectly from oate the manuf

w material reqries and trims

nd other raw meipt of the fabllowing the a which invol

Area

igil

nits

Sq.m

97.50

eters

8797.50meter

our customersfacturing pro

quirements, ws, such as fastmaterials frombric and raw approval of tlves cutting,

Scotts Ga

Rent/SeDepo

mt

first year2nd year othe rent increasedevery yea Security `7,50,000

0 rs

The Lesspay factoof Rs.1,25month +from commencdate 30/09/20subsequenRs.1,50,00month applicabletill 30/09/ The Lessalso Rs.1,50,00month applicabletowards machineritaken on r Security Rs.30,00,0

s. On receiptocess and to ewhich compris

teners, buttonm a variety o materials, outhe quality asewing, finis

arments Limi

ecurity osit

PeA

r. From onwards shall be by 5%

ar.

Deposit:

pe6 til03

see shall ory rent 5,000 per + Taxes

cement upto

13 and ntly

00/- per +

e taxes /2015

see shall pay

00 per +

e taxes

ies rent

Deposit 000/-

PeLefro01123015

t of the prodensure adherese of finishedns, labels, andf suppliers, so

ur quality assuassurance teamshing, washin

ited

eriod of greeme

nt

eriod of years

l July 3, 2015.

eriod of ease om 1/10/202 to 0/09/205

duction ence to d fabric d other ome of urance m, our ng and

ironing. Eour strict To ensureWe have lead time100% panof differenwith embfacilities fusing speaccessorie

Each stage of quality, cost e minimum walso installeds and produc

nel ticketing ant stitching m

broidery machfor both woveecialized eques attachment

production i and delivery

wastage, autod computerizectivity. Qualind checking.

machines, eachhines for the en and knitteduipment inclt and folding

is monitored y requirementomated cuttined design syity initiatives The stitchingh for a specifi high-end appd garments. Wluding threaprior to pack

117

by our qualitts. Cutting of

ng tools are ustems in som

s in the cutting process takeic purpose. Oparel orders.

We perform aad checking, kaging and de

ty assurance f the fabric re

used for patteme of our manng room inclues place in an

Our manufactu We also hav range of finis ironing, ste

elivery to cust

Scotts Ga

team to ensuequires a highern grading anufacturing fude pre-cut f

n assembly linuring facilitieve in house pshing processeam pressintomers.

arments Limi

ure conformith level of prend marker m

facilities to imfabric checkinne, which comes are also equprinting and dses on our garg, collar pre

ited

ty with ecision.

making. mprove ng and

mprises uipped dyeing rments essing,

Steps Inv

COPREPA

INS1

CO

RANDQUA

AUD(AQL

SEWDEPAR

volved in Gar

FABRIC

RECEIVED

FABION

4 Po

CUTTIN

OLLAR ARATION

SPECT 100%

OLLARS

DOM ALITY

DIT L 2.5)

WING RTMENT

rment Manuf

100%

BRIC INSPEN

oint System

M

NG LOADED

FROBA

PREPA

INSPEFRO

B

PAASSE

INSPEGAR

facturing

%

ECT

FABRIC LAYMARKED AND

INSPSPR

CUTT

INTO PART S

NTS and ACKS ARATION

ECT 100% NTS AND

BACKS

ARTS EMBLY

ECT 100% RMENTS

118

YED. D CUT

QUALITY PECTION OREADING anTING (AQL

NUAN

PAC

FINAL QUAAUDIT

(AQL 2.5 / 4.0)

SECTIONS

SPRE

INSP10

SLE

ALCR

QUAIRONING

OF nd 2.5)

UMBERING ND SORTING

CKING

ALITY T AQL

SLEEVES EPARATION

PECT 00% EVES

CUDEPA

Scotts Ga

PROCESS FL

A

LTERATIONCONTROL / RANDOM ALITY AUDI

G

TTING ARTMENT

QU

O

arments Limi

LOW CHART

BUTTON MARKING

AND ATTACHING

N

IT

D

IN-LINE UALITY AUD

FOR ALL OPERATION

(AQL 2.5)

ited

T

FINISHINGDEPARTMEN

DIT

S.

G NT

P WsPN P WT F TTcmcs S Ibhint F IfHc I Tfb

P Tp

Procurement

We procure fskilled profesPresently, we Nadu and Ma

Pattern Makin

We utilize patThese pattern

Fabric Laying

The fabric proThe fabric is fcutting table machine are tcut according smaller parts.

Sewing

n the sewingbundles of thhandled by a n-line checke

thread cutting

Finishing

n the finishinfor the final chHangers insercartons accord

Inspection

The final inspfinal checkersback to the sti

Packing

The garmentspolythene bag

of fabric

abric based ossionals who source majo

aharashtra an

ng and Gradi

ttern making ns and the mar

g and Cutting

ocured from tirst inspectedmanually or

then placed o to the marke The cut fabri

g section thehe fabrics from sewing operaers and line sug and end-line

ng departmenhecking. In thrtion are carriding to the se

pection and qus and Qualityitching for alt

s are to be pgs and are pac

on the order, makes this rity of the fabd remaining f

ing

software for rker plan are

g

the source of sd for any fabrir by the autoon the spreader plan with thic is then bun

e machines am cutting secator. The fabrupervisors in e checking an

nt, garments fhe finishing died out. Thents of sizes.

uality audits ay Audit is doteration.

packed accordcked in the ca

design and assessment b

bric requiredfabric is impo

creating the p sent to the cu

supply by theic defects on tomatic sprea

d fabric layershe straight kn

ndled accordin

are set accordction are fed ric is stitched the stitching

nd finally sent

from the sewidepartment thn the garment

are carried ouone by the Qu

ding to the rartons accordi

119

type of garmbefore purch

d from fabric orted from Ind

patterns accorutting departm

e merchandisthe inspection

ading machins according tonife cutting mng to the sizes

ding to the m in the stitch as initial assdepartment. t in the finish

ing are pressehe other tasks ts are packed

ut in the finishuality Contro

ratio of the ging to the sets

ment to be mahasing the raweaving plandonesia and

rding to the vment for cutti

er is sent to thn table. The fa

ne. The patteo the marker

machine. The bs and sent for

machine layohing lines for embly and thThe complete

hing departme

ed by the stea such as inser

d in the polyth

hing section. Ioller (Q.C.). T

given sizes. Ts of sizes.

Scotts Ga

anufactured. w material fnts located in China.

various sizes aing the fabric

he factory Maabric rolls are

erns cut on t plan. The faband knife is r stitching.

out and oper sewing whe

hen the final aely stitched faent.

am irons andrting Hang Tahene bags an

In the final inThe rejected p

The garments

arments Limi

We have a tefrom the supn and around

as per order d.

anager for stite then spread the pattern mbric layers arused for cutti

ration bulletinere each machassembly. Theabric is then s

d then these arag, Price labe

nd are packed

nspection is dpieces are the

s are packed

ited

eam of ppliers. d Tamil

details.

tching. on the

making re then ing the

n. The hine is ere are

sent for

re sent els, and d in the

one by en sent

in the

Qu

We

TeC– ExSt10

TeC

GOTeSt(G

Qu Wesupmaexp Fab Thimm/ bin t ‘GoTagdet ThStyandimm

uality Certific

e have obtain

Certificate

extile Certification Organic xchange 100 tandard (OE 00)

extile Certification

Global Organic

extile tandard GOTS-IN)

uality Contro

e have separaperior qualityanufacturing plained below

bric & Trims

e fabrics recemediately dis

bales gets rejethe specified

oods Inspectig containing tails.

e Trims itemyle etc as per d the same ismediately.

cation

ed certain qu

CertificatNo.

CU808682O00-01.2013

CU808682GOTS-01.201

l Process (QC

ate quality cony of productfrom fabric

w:

Inspection:

eived are chesplayed undeected due to drack marked

ion Note’ is r P.O No., da

ms are checked the specifica issued to use

ality certifica

te RegistrNo

OE13

CU 80

G13

CU 80

C):

ntrol departm. The QC prinspection to

ecked by usiner standard prdefects, shade as “Rejected

raised for thete of receipt,

d for quantityation sheet. Ther section. If t

tes, detailed h

ration o.

IssC

VC

08682 30

28

08682 02

28

ment with unirocess ensureo finished ga

ng the fabric rocedure as “e variation or Items”.

passed item Delivery No

y whether it he ‘Trim Carthere are vari

120

hereunder:

sue Date of Certificate

Validity of Certificate

0/01/2013

8/12/2013

2/02/2013

8/12/2013

iform procedes that the rearments. The

checking maAcceptable” ar shrinkage v

ms. The fabric ote No., Qua

is as per therd’ is made oniations with s

Issuing b

Control UCertificat

Control UCertificat

ure across allequired quali procedure o

chine or Taband “Not Acc

variation more

is then storentity Receive

e order, visuan sets which specification,

Scotts Ga

body

Union tions

CerOrgStan

Union tions

“GlStanfor fromagri2011

l our factory uity is achieveon quality ch

le. Any defecceptable”. In e than allowe

d with the pred, Type of F

al check for sh is approved appropriate a

arments Limi

Descrip

rtificate of Coganic Exchndard (OE 10

obal Organdard – GOT

the processm certifieiculture versi1

units to achieed at each stheck can be

cts in the fab case the fabred limits it is

roper IdentifiFabric and Su

hade, colour, by Marketinaction will be

ited

ption

ompliance forhange 1000) Version 1.3

anic TextileTS” standardsing of fibresd organicion 3.0 March

eve the tage of briefly

bric are ric rolls stored

ication upplier

, Type, ng Staff e taken

r 0 3

e s s c h

Qu ThcritCocor Qu

Allrecto bthe

Thgivma

GarepCofirs Ma Ou

uality Contro

ere is In-Linetical operatio

ontrol Charts”rrection action

uality Checks

l the Garmentctified immedbe taken. Rec

ere is separate

e measuremeven by the baintained for t

arment packinpresentatives.ode tags, and st garment pa

anpower

ur employee s

Sr. No 1. Ad2. Ac3. IT 4. Lo5. Me6. De7. Pr8. Qu9. Sa10. Se11. IED12. Ot

To

Sr. No 1. Ad2. Ac3. IT 4. Lo5. Me6. De7. Pr

l in Sewing L

e checking of ns. There are ” for measurn is taken imm

s on Garment

ts are checkeddiately or attacord is maintae record for th

ent check is douyer. Garmethe alteration

ng is done in. Presentationother such ta

acked is appro

strength as on

dministrationccounts & fina

ogistics erchandising esign oduction uality Contro

ampling wing machinD thers otal

dministrationccounts & Fin

ogistics erchandising esign oduction

Line:

all the operat two charts drements. Themediately.

ts:

d for the visuached with Foained for the he percentage

one on at leasent sent for an percentage.

n accordance n inspection isags is stored ioved by facto

n 30/09/2012

BANGAParticul

n & Human Rance

l

ne operator &

TIRUPParticul

n & Human Rnance

tions by Randone namely “ese charts ar

ual defects relaollow up Card percentage oe of garment t

st 10% of the alteration/rec

with the pacs conducted bin separate pi

ory manager.

was 12,504. T

ALORE UNITlars esource

tailor

PUR UNITS lars esource

121

dom Samplin“Attribute Core closely mo

ated to stitchid that details,of garments sethat underwe

garments to ectification is

cking standarbefore the garigeon hole sh

The departme

TS

ng method andontrol Charts”onitored at r

ing, fabric, tri, the nature oent for altera

ent spot wash

ensure that ittracked by a

rd duly signerments are puhelf / box wit

ent wise stren

No. of empl80 27 12 21 39 26

4620 215 285

3774 18 427

9544

No. of empl29 26 6 5

44 10

1957

Scotts Ga

d additional c” for visual deregular interv

ims etc. The rof defect and tion / rectificing.

t is as per the a follow–up

ed by the meut into poly bth dividers to

ngth of our co

loyees

loyees

arments Limi

care is taken efects and “Vavals and nec

rejected garmethe remedial

cation and sim

measuremencard and rec

rchandiser / bags. Price Tago avoid mix u

mpany is as u

ited

for the ariable cessary

ent are action milarly

nt chart cord is

buyer gs, Bar

up. The

under:

Wa

Sr. No 8. Qu9. Sa10. Se11. IED12. Ot

To

We propose tadditional ma

Sr. no 1. La2. Fa3. Ad

Recruitment

We have a pworkers for tfriendly polic

SWOT Anal

• Talent po• Availabi

work for• Repeat o• Total sol

garments

• Thrust bas it is othe econo

• Potential• Increased

consume

INSURAN

The compburglary e

uality Controampling wing machinD thers otal

to add the foanpower.

abour actory Supervdministrative

t strategy, trai

professional setheir dedicaticies to retain

ysis

Stool and desiglity of relati

rce orders from thlutions to Cus

Opby the governone of the largomy. l to add capacd disposableer

NCE

pany has adetc.

TIRUP

Particull

ne operator &

ollowing staff

Catego

visor and Teche Staff

Total

ining program

et-up and a cion and commkey managem

trengths gn capabilitiesively inexpen

he customers ustomers both

pportunities nment to promgest employm

city in the exie income in

dequately insu

PUR UNITS lars

tailor

after expans

ory

hnical Staff

l

ms & retentio

competent humitment towament personn

s nsive and sk

on regular bah woven and

mote textile sment generato

isting facility.n the hand

ured its plan

122

sion and shal

on strategy

uman resourceards the worknel and motiva

killed

asis knits

• De• La• La• La

sector or for

ds of

• Indpoad

• Thflupr

• Coorg

nt and mach

No. of empl

92 10 580 15 186

2960

ll take the ne

No. of empl3,352 179 26

3,557

es division. Wk. We constanate our workf

ependency onack of presencack of Domestabour intensiv

dustry is prolicies, any mdversely impahe raw mateuctuations whofitability and

ompetition fganized secto

hinery at the

Scotts Ga

loyees

ecessary steps

loyees

We have a pontly attempt tforce.

Weakness n economic grce in entire textic presence ve industry

Threats rone to chan

material changact our financierial prices ahich may advd financials. from large or.

e various loc

arments Limi

s for recruitm

licy to felicitato devise emp

rowth xtile value ch

nge in goverges in the dutials. are prone toversely impa

as well as

ations agains

ited

ment of

ate our ployee-

hain

rnment ty may

o price act our

small

st fire,

The followgovernmenfrom publiintended toprofessiona

The Comp

The Act dparliamenwinding includingmanagemalthough funds thecompeting

Regulatio

Foreign inAct, 1999 powers uPerson Reregulate, Regulatio“automatiall industspecified the FIPB company exchangesholding bequity capissued byshall not debentureIndian cospecial res

Environm

The Envirfrom all sconcerneddischargedesigned and state and land living crea

wing descriptionnts that are appications availao provide geneal legal advice.

panies Act, 1

deals with lant in 1956. Tup of comp

g organizationment aspects c

freedom of y flourish, is g factors, nam

on of Foreign

nvestment in (“FEMA”) ander FEMA, esident Outstransfer or

ons, no prior cic route” withtries not specsectoral limitand/or the

under the s in India. R

by each FII opital of an Ind

y an Indian co exceed 24%es. However,

ompany concesolution to th

ment (Protecti

ronment (Prosources of pold, to enable ce of environm to provide a authorities eand the interatures, plants

n is a summarplicable to our

able in the puberal informatio

956

aws relating he Companieanies. The A

nal, financial constitutes thcompanies is equally impo

mely, manage

n Investment

India is primand the rules

has notified side India) Rissue of secu

consent or aphin the specifcified under ts under the RBI. Further,portfolio inv

Regulation 1 r SEBI approdian companompany and

% of the paid this limit of erned passing

he same effect

ion) Act, 1986

tection) Act, 1llution by encreation of a

mental pollutaframe work fstablished un

r-relationships, micro-organ

REGULATIO

ry of the releva Company in Iblic domain. Tn to the invest

to companiees Act prima

Act prescribeand manager

he main focus important, ortant. The C

ement autonom

in India

marily governe and regulatithe Foreign E

Regulations, 2urities, to a proval is requfied sectoral cthe automatautomatic ro, FIIs may pvestment sch(4) of Sched

oved sub-accony or 10% of t the total hold-up equity 24% may be g a resolutio

t by its shareh

6

1986 was enaabling coordi

an authority wants etc. The for Central gonder previouss which existnisms and pro

123

ONS AND P

ant regulationIndia. The info

The regulationstors and are ne

es and certainarily regulatees regulatory rial aspects o

us of the Actprotection of

Companies Acmy and inves

ed by the provions promulgExchange Ma2000 (“FEMA

person residuired from thcaps prescribetic route, andoute, approvaurchase sharheme througule II of theount of an Fthe paid-up vdings of all Fcapital or p

increased upn by its boar

holders.

acted as a genination of thewith powers purpose of tovernment cos laws, such at among wateoperty.

POLICIES

ns and policies rmation details set out beloweither designed

n other assoes the format mechanism

of companies.. In the funcf the investoct plays the bstor protection

visions of thegated there unanagement (TA Regulationsdent outside he RBI for foreed for varioud in respect oal for such invres and convgh registerede FEMA ReguII shall not e

value of each FIIs and sub

paid-up valuep to the statutrd of director

neral legislatioe activities of for environmthe Act is to o-ordination oas Water Act er, air and lan

Scotts Ga

as prescribed ed in this chap

w are not exhad nor intended

ciations. It wtion, financin regarding a Regulation o

ctioning of thors and sharealancing rolen.

e Foreign Exchnder. The RB

Transfer or Isss”) which pr India. Pursueign direct ins industrial sof investmenvestment maertible deben

d brokers onulations provexceed 10% o series of conaccounts of Fe of each setory ceiling ars followed b

on to safegua the various rmental protecact as an “um

of the activitie & Air Act. Itnd, and huma

arments Limi

by the centralpter has been oaustive, and a to be a substi

was enacted ng, functioninall relevant aof the financihe corporate eholders, on e between the

hange ManagBI, in exercisesue of Securitrohibit, restriuant to the

nvestment undectors. In resp

nts in excess ay be requiredntures of an n recognizedvides that thof the total pnvertible debeFIIs added toeries of convs applicable, by the passin

ard the enviroregulatory agction, regulatmbrella” legies of various ct includes waan beings and

ited

l / state btained re only tute for

by the ng and aspects ial and sector, whose

ese two

gement e of its ty by a ct and FEMA

der the pect of of the

d from Indian stock

he total aid-up

entures ogether vertible by the ng of a

onment gencies tion of slation central ter, air

d other

Consent fAct”)

The Air (Pcontrol anand surromanufactuare a direcyearly app Consent f(“Water A

The Wateby factoriIn respectundertakifrom the c

Water (Pr

The Wateindustriesimplemen

Trade Ma

The Indiatrademarkthe goodsor inventestyle and any are inright to uterm of represcribed

Copyrigh

The CopydefinitionLiterary, purpose ohim to exan infringcase the cby any pe

Income-ta

The IncomAs per thedeclared bunder theare mand

for operation

Prevention annd abatementoundings frouring operatict result of anprovals and c

for operationAct”)

er Act was enies and manut to an Indusing) (ii) Outlecorrespondin

revention and

er Cess Act is s based on thntation of the

arks Act, 1999

an law on tradk is a mark uss and some peed word, sign so forth. Thenvited and afse the mark c

egistration of d renewal fee

ht Act, 1957

yright Act, 195n of Copyrigh

dramatic or of recognizingercise his cre

gement or nocopyright has erson other th

ax Act, 1961

me Tax Act, 1e provisions oby them or ae Act. The maatory under t

n of the plant

nd Control ot of air pollum any adverion or activityny operation oconsents from

n of the plan

nacted in 1974ufacturing indtrial Underta

et (iii) Pollutiog Pollution C

d Control of P

a legislation he consumpti Water Act by

9

demarks is ensed in relationerson having nature, devic

e trademark ofter satisfactorcan be exercis a trademark

e.

57 came into ht is the exclu musical wog & protectineative facultiet would depe expired, the

han then the a

961 deals witof this Act theassessed by thaintenance ofthe Act. Filing

t under the A

of Pollution) Ation. The statrse effects ofy. It lays dowor activity. Pe

m the correspo

nt under the

4 in order to pdustries and faking it applieon and (iv) Tr

Control Board

Pollution) Ce

providing foion of water y the regulato

nshrined in thn to goods so the right as pce, letter, numonce applied fry adjudicatiosed either by is ten years,

effect from Jausive right to

orks, Artistic g the copyrig

es. Copyright end on the fa work falls inuthor would

th the taxatioe rates at whihe authoritiesf Books of Acg of returns of

124

Air (Preventi

Act 1981 has tute was enacf the polluta

wn the limits eriodic checksonding Pollut

Water (Prev

provide for thfor maintainies to the (i) Orade effluentss in the state.

ess Act, 1977

or the levy an by such loca

ory agencies c

he Trade Maro as to indicatproprietor to umeral, brand, for, is advertions of the sam the registeredwhich may b

anuary 1958. Co do or autho work Cinemght of an auth is granted foact whether c

n the public d not amount t

n of individuich they are res, after availiccounts and rf Income is co

on and Cont

been enactedcted with a v

ants that maywith regard ts on the factoion Control B

vention and C

he preventioning or restorinOccupier (thes. The Act req

nd collection oal authoritiesconcerned.

rks Act, 1999. te a connectiouse the mark. heading, labised in the trame, a certificd proprietor o

be renewed fo

Copyright is orizes others matograph filhor is to statuor a specific pcopyright is somain & anyto infringeme

uals, corporateequired to pang the deducrelevant suppompulsory for

Scotts Ga

trol of Polluti

d to provide view to protey emanate frto emissions

ories are mandBoards in the

Control of P

n and controlng the whole

e owner and mquires that app

of a cess on los and industr

Under the exon in the cour. A ‘mark’ ma

bel, name wriademarks jouate of registror a registere

or similar per

an exclusive to do certainlm; and Soutorily protect

period of timesubsisting in y act of reprodent.

es, partnershiy tax is calculctions and coporting documr all assesses.

arments Limi

ion) Act 1981

for the preveect the envirorom any factand pollutan

dated in the fstate.

Pollution) Act

l of water poesomeness of managementprovals be ob

ocal authoritiries so as to

xisting legislarse of trade beay consist of aitten in a par

urnal, oppositiation is issue

ed user. The piods on paym

right. The stan acts in relatund recordingt his work & ie. Whether anthe work or duction of the

ip firms and lated on the i

oncessions accments and re.

ited

1 (“Air

ention, onment tory or nts that orm of

t, 1974

ollution water. t of the btained

ies and enable

ation, a etween a word rticular ions, if

ed. The present ment of

atutory tion to g. The inspire n act is not. In e work

others. income corded

egisters

Service T

Chapter Vwhere prorespect tothe same

Central S

The mainplace in thsale or pucollectiongoods to bState lawsgoods) shrestriction

Electricity

The Electrbring abogenerationelectricityto confer o

Value Ad

VAT is a sinput tax materials the dealerperiod. VdistributioVAT Act,Sales Tax

Approval

Setting upobtained Developmrelevant sbefore com

Industria

The InduPolicy daindustriesmanufactuexplosiveshazardou

Tax

V of the Finanovision of ce

o the same mu

ales Tax Act

n object of thihe course of trurchase take

n and distribube of special s imposing thall be subjens as per the p

y Act, 2003

ricity Act, 20out transparen, transmissio

y boards. The on these statu

dded Tax (“VA

system of muon sales wher by a manufacr is calculate

VAT is a conson of goods a, under which Officer of the

ls from Local

p of a Factorfrom the re

ment Authoristate Electricimmencing the

l (Developm

strial (Develoted July 24, 1s such as disured tobaccos including s chemicals a

nce Act 1994 ertain listed sust be paid. E

(CST)

is act is to forade or comms place in th

ution of taxes importance taxes on sale

ect. CST Act powers confer

003 has been ent policies on and distri related Electrutory Commis

AT”)

ulti-point levyreby tax is pacturer. VAT id by deducti

sumption taxand the provih, persons liae respective S

Authorities

ry or Manufalevant Local ty within theity Board(s), e building of

ent and Regu

opment and 1991, and all stillation and

o substitutes, detonating

and those res

(as amendedservices, whoEvery person

ormulate prinmerce (b) Whehe course of on sales of gorade or comm or purchase imposes therred by Cons

recently introin the sectoribution of elericity Regulatssions the res

y on each of thaid at the stagis based on thing input tax applicable tisions of servable to pay V

State.

acturing/Hou Panchayat(se city limits. the State Ex a factory or t

ulation) Act, 1

Regulation) A industrial un

d brewing of all types of fuses, safetyserved for th

125

d), and Chaptole taxable sen who is liable

nciples for deen a sale or puimports into

oods in the comerce and spe of such gooe tax on intetitution.

oduced with r. The Act pectricity, and tory Commis

sponsibility of

he purchases ge of purchasehe value additx credit for tao all commer

vices, and eacVAT must reg

using unit ens) outside th Consents froxcise Authorihe start of ma

1955

Act, 1951 hasndertakings af alcoholic d electronic ae

y fuses, gune small scale

ter V-A of theervices exceede to pay serv

termining (a)urchase takes

o or export frourse of tradeecify the restrds of special

er state sales

a view to ratprovides for provides forssions Act, 199f regulating th

in the supplye of goods by tion of goodsax collected orcial activitie

ch state that hgister and ob

ntails the requhe city limitsom the state ities, Sales Taanufacturing

s been liberaare exempt fr

drinks, cigars erospace and

n powder, nie sector. An i

Scotts Ga

e Finance Acds ` 400,000,

vice tax must

) when a sales place outsidrom India, toe or commercrictions and cl importance s and states

tionalize elecprivate sect

r the corporat98 has been ehis sector.

y chain with t a trader and , and the relaon the sales

es involving thas introducetain a registr

uisite Plannin and approp Pollution Coax, are requi operations.

alized under trom licensing and cigarett

d defence equitrocellulose industrial und

arments Limi

t 2003 requir a service taregister hims

e or purchasede a State (c) Wo provide force, to declare cconditions to (called as dethe principle

tricity tariff, tor participattization of thenacted with

the facility of on purchase

ated VAT liabduring a parthe productioed VAT has itration numbe

ng approvalspriate Metropontrol Board(ired to be ob

the New Indg except for ctes of tobaccuipment, indand matche

dertaking, wh

ited

es that x with self for

e takes When a r levy, certain which eclared es and

and to tion in

he state a view

set-off of raw

bility of rticular on and ts own

er from

s to be politan (s), the btained

dustrial certain co and dustrial es and hich is

exempt frSecretariaCommerc

Foreign T

This statulegislationperson orspecificallthe Joint Dallotted to

The Facto

The Factohealth anthrough owho worCommissiconstructiconditionand half-y

Payment

Wages Acestablishmon the peregisters aunder.

The Mini

Minimumthe Centrfix minimprescribedfixed base

Employee

The Act establishmestablishmState. AlsEmployeeremainingequal conbasic wag

rom licensingat for Industce and Industr

Trade (Develo

ute seeks to inn read with thr company wly exempt. AnDirector Gen

o an applicant

ories Act, 1948

ories Act, 194nd welfare ofofficers appoirk under theioner. The amion/extensions of the workyearly returns

of Wages Act

ct applies to tments where rson(s) respoand the displ

imum Wages

m Wages Act wal and the St

mum wages. Td minimum red on the basi

es (Provident

is applicablements and inments under to, in accorda

es’ Providentg allowance (ntribution to tges, dearness

g, is requiredtrial Assistanry, Governme

opment and R

ncrease foreighe Indian Forwithout an in application

neral of Foreigt is valid for a

8

8 is a social lf workers at inted under the control of tmbit of operatn, investigati

kers employeds.

t, 1936 (“Wag

he persons emthe monthly

onsible for paylay in such fa

Act, 1948 (“M

was enacted tate GovernmThe Act contarate of wagesic requiremen

t Fund and M

e to factoriesndustrial undthe Act are reance with thet Fund the p(if any) payabthe fund. As

s allowances

d to file an Innce, Department of India, a

Regulation) A

gn trade by rereign Trade Pimporter expn for an impogn Trade, Miall its branche

legislation wh work placeshe Act i.e. Insthe Chief Intion of this Aon of complad in a factory,

ges Act”)

mployed in thwages payabyment of wag

actory/establi

Minimum Wa

to provide forments are the a

ains list of As is to be paidnt of food, clo

Miscellaneous

s employing dertakings as equired to be provisions oprescribed peble to the emp per the provand remainin

126

ndustrial Entment of Induand no furthe

Act, 1992

egulating the Policy provideporter code n

rter exporter inistry of Comes, divisions, u

hich has beens. This legislaspectors of Fa

nspector of FAct includes thaints with re, the maintena

he factories anble to such peges certain obishment, of th

ages Act”)

r minimum wauthorities to

Agricultural and to the workothing, housin

s Provisions)

more than 2 notified by registered wiof the Act theercentage of ployees. The vision of the ng allowance

trepreneurs Mustrial Policy

er approvals a

imports andes that no expnumber unle code numbemmerce. An units and fact

n enacted to ration is beinactories, Depu

Factories andhe approval ogard to healtance of regist

nd to personsersons is less bligations withe abstracts o

wages in certaio stipulate thend Non Agri

kers. The minng required by

Act, 1952

20 employeesthe Governmith the Provid

e employers athe basic w

employee shAct, employe

es (if any) pa

Scotts Ga

Memorandumy and Promare required.

d exports to anport or imporss such pers

er has to be mimporter-exptories.

regulate the og enforced buty Chief Ins overall conof Factory Buth, safety, weters and the su

s employed inthan ` 10,000th respect to

of this Act and

in employmee scheduled eicultural emp

nimum wagesy an average

s and may ament from timdent Fund Coare required t

wages, dearnehall also be reers are to con

ayable for the

arments Limi

m (“IEM”) wimotion, Minis

nd from Indirt can be madson or comp

made to the ofporter code n

occupational by the Goverspectors of Fantrol of the Luilding Plans elfare and wubmission of

n industrial or0/-. The Act c the maintenad Rules made

ents. Under themployment

ployment whes are calculateIndian adult.

also apply tome to time. Aommissionersto contribute

ess allowanceequired to mantribute 12% e time being

ited

ith the stry of

a. This de by a pany is ffice of

number

safety, rnment actories Labour before

working yearly

r other confers ance of e there

his Act, and to ere the ed and

o such All the s of the to the es and ake the of the to the

employeethe maint

Payment

A terminathe emploAct are aestablishmchange inB has to brules madhas to obtAct 1972,

Payment

The PaymThe said further reof the alloshowing submissiodays of pa

Contract L

The purpprotect thestablishmcontractuaregistratiocontractor

Employm

The Induformally wherein 1Appropricondition

The Equa

The Consto this pdiscriminremunera

es. A monthlyenance of reg

of Gratuity A

al lump sum boyer for a preapplicable to

ment, it has tn the name, adbe filed with tde there-undetain insuranc with Life Insu

of Bonus Act

ment of BonusAct provides

equires the mocable surpluthe details o

on of Annual ayment of the

Labour (Regu

ose of Contrahe interests ments. In theal basis, thenon will be necr to make req

ment (Standin

ustrial Emplodefine condi

100 (reduced ate Governms of work to t

al Remunerat

titution of Inprovision, the

ation shall bation shall be

y return in Fogisters by the

Act, 1972

benefit paid tscribed minimo all the faco notify the cddress or chahe authority.

er in Form U e for his liabiurance Corpo

t, 1965

s Act, 1965 iss for paymenaintenance ofus; the registof the amoun Return in thee bonus to the

ulation and A

act Labour (Rof the work

e event that an compliance cessary and t

quisite payme

ng Orders) Ac

oyment (standitions of emto 50 by the C

ment) or morethe relevant a

tion Act, 1976

dia provides e Equal Rembe shown opaid to both m

rm 12 A is reemployers.

to a worker wmum numberctories. The controlling au

ange in the na The Employeto be affixed ility towards oration or any

s applicable tt of the minif certain booker showing tnt of Bonus

e prescribed fe Inspector ap

Abolition) Ac

Regulation ankers who areany activity with the Cohe principal ents towards p

ct, 1950

ding orders) mployment un

Central Govee workmen a

authorities for

6 (“Equal Rem

for equal paymuneration A

n the basis men and wom

127

equired to be

when he or sher of years is reAct provideuthority in Fature of the ber is also requ at the or nea gratuity payy other appro

to every estabmum bonus ks and registethe set on & due to the orm (FORM D

ppointed und

ct, 1970

nd Abolition) e hired on this outsourced

ontract Labouemployer wilprovident fun

Act requiresnder them. Iernment in resare employedr their approv

muneration A

y for equal wAct, 1976 wa

of sex for men when the

submitted to

e leaves empleferred to as “

es that withiorm A and thusiness of theuired to displr the main en

yment to be mved insuranc

blishment emto the emplo

ers such as th set off of themployees.

D) to be submer the Act.

Act 1970, is the basis of d, and is carur (Regulationll be held liab

nd etc.

s employers It applies to spect of the ed. The Act cval.

Act”) and Equ

work for both s implementperforming

e same work i

Scotts Ga

the commiss

loyment after“gratuity”. Thin 30 days hereafter whe establishmelay an abstracntrance. Furthmade under P

e fund.

mploying 20 ooyees specifiehe register shoe allocable suFurther it al

mitted by the

to regulate thindividual c

rried out by n and Abolitble in the eve

in industrial every indusestablishmentalls for the s

ual Remunera

men and woted. The Actsimilar workis being done

arments Limi

sioner in addi

r having workhe provisionsof opening enever there

ent a notice inct of the Act aher, every emPayment of Gr

or more empled under the owing compuurplus and rlso require femployer wit

he employmecontracts in clabourers hir

tion) Act, incent of default

l establishmestrial establists for which itsubmission o

ation Rules, 1

omen. To givet provides thks and that

e.

ited

ition to

ked for s of the of the is any n Form and the

mployer ratuity

loyees. Act. It

utation register for the thin 30

ent and certain red on

cluding by the

ents to shment t is the

of such

1976

e effect hat no equal

Employee

All the eregisteredestablishmand estabemployercontributi

The Mate

The purpothey get ppayment paid to pr

Registratiwhich ou

The Shoprestauranand variothe concer

es State Insur

stablishmentsd under the ments where 2blishments to

and emploion made is re

ernity Benefit

ose of Maternpaid leave foof maternity

regnant wome

ions under thr Company h

ps Act providts, theatres an

ous inspectorsrned District,

rance Act, 194

s to which tAct with the20 or more pewhich the Acyees both arequired to be

t Act, 1961 (“M

nity Act 1961or a specified benefits, meen etc.

he applicablehas an establi

des for the rend other estas under the su who in turn

48

the Employeee Employees ersons are emct applies to bre required filed with the

Maternity Ac

is to regulatd period duredical bonus

e Shops & Coished place o

egulation of cablishments. Tupervision anfunctions und

128

es State Insu State Insura

mployed. The Abe insured in to make cone ESI departm

ct”)

te the employring and afterand enacts p

ommercial Estf business/ o

conditions ofThe Act is ennd control of der the super

urance (ESI) ance CorporaAct requires a the manner pntribution to

ment.

yment of pregr their pregn

prohibition on

tablishmentsoffice (“Shops

f work in shonforced by the Deputy/Assrvision of Lab

Scotts Ga

Act applies ation. The Aall the employprovided undo the fund.

gnant womennancy. It provn dismissal, r

s Acts of the rs Act”)

ops, commerce Chief Inspe

sistant Labourbour Commiss

arments Limi

are requiredct applies toyees of the fa

der the Act. FuThe return

n and to ensuvides, inter-areduction of

respective St

cial establishector of Shopr Commissionsioner.

ited

d to be o those actories urther, of the

ure that alia for

wages

ates in

hments, s (CIS) ners of

We were fAhmed, MSayed respartners oCompanyacquire thexporter. Limited o05/04/20Ready Ma

With a v12/04/20with effecfurther strMade Ga01/02/20Court of K

Major eve

Y19

192

22

2

2

20

2

2

2

formed on 01Mrs. Refath Jsigned from of the firm dey and accordinhe business oA takeover

on 01/03/2002. Subsequeade Garments

view to cons04, in the buct from 01/0rengthen the rments havin08 and subse

Karnataka vid

ents in the H

Year 992 S

N994 C002 In

p004 A004 In

m004 A

it006 - C

A- AL

- C007 -

- 008 -

-

009 -

010 -

HISTOR

1/12/1992 unehan Begum the partnershecided that fongly incorporof partnershiagreement w

002 pursuantently, we coms.

solidate businusiness of ma04/2006. Our business, Arng manufactuequently was de its order da

istory of the

Scotts GarmenNaseer AhmeCommencemencorporation

partnership firAllotment of tncorporation

manufacturingAcquired 99.8t became subsCommenced cA, Peenya, BaApplication mLimited with Cessation of P Sanction of tClothing Priv Conversion Acquisition Mumbai andFiling of scheHigh Court oSanction byamalgamatioSanction byamalgamatio

RY AND OTH

nder Indian Pa and Mr. Saifhip firm andor furtherancerated Scotts Gip firm and

was executedt to which t

mmenced our

ness, Scotts nufacture of Company w

rora Fashions uring facilitieamalgamatedated 6th Febru

Company:

nts incorporad, Refath Jehaent of busines of Scotts Garrm. the land at 48 of Scotts Clg facility for k

80% stake in Psidiary of thecommercial o

angalore. made to Hon’Scotts Garme

Pedigree Consthe Hon’ble Hvate Limited of the compaof Arora Fas

d into manufaeme of amalgof Karnataka,y Hon’ble Hon between Ay Hon’ble on between A

129

HER CORPO

artnership Acfulla Sayed a

d the other pae of business

Garments Pvtcontinue the between Scothe partners

r business act

Clothing Pri knitted garm

was converted Ltd, a comp

es at Tirupurd with SGL puary, 2010.

Eated as a paran Begum anss in partnersrments Privat

81 A, Peenya, othing Privatknitted garmePedigree Cone Company. operations fro

ble High Couents Private Lstruction PrivHigh Court owith Scotts G

any to a limiteshions Ltd, aacturing of kngamation at H Bangalore

High Court Arora Fashions

High CourtArora Fashions

ORATE MATT

ct, 1932 as a Sas the partnerartners contin the constitutt. Ltd. On 01/e partnershipotts Garmenthip deed wtivity with th

ivate Limitedments, was amd to a limiteany incorpor

r, became a wpursuant to th

Event rtnership firmd Saifulla Say

ship concern. te Limited for

by KIADB. te Limited inents at Tirupustruction Priv

om the new f

urt for the meLimited. vate Limited aof Karnataka aGarments Prived company. a Company hnitted Ready MHon’ble High

of Bombays Ltd with Scot of Karnats Ltd with Sco

Scotts Ga

TERS

cotts Garmenrs. In Januarynued the partion should b/03/2002 withp business of ts and Scotts

was dissolvedhe manufactu

d, a companmalgamated wed company rated on 01/0wholly ownehe approval o

m on 1st Deceyed as partner

r continuing t

n April 2004, ur. vate Limited b

facility constr

erger of Scott

as subsidiary approving th

vate Limited.

having its reMade GarmenCourt of Bom

y approving otts Garmenttaka approvotts Garment

arments Limi

nts, with Mr. Ny, 2002 Mr. Srtnership firm

be a Private Lh the main ob manufactures Garments Pd with effecturing and exp

ny incorporatwith our comon 19/06/20

01/1991, into ed subsidiaryof Honourable

ember, 1992, rs.

the business o

to commenc

by virtue of w

ructed on plo

ts Clothing Pr

he merger of S

gistered officnts.

mbay and Hon

the schemets Ltd. ving schemets Ltd.

ited

Naseer Saifulla m. The

Limited bject to er and Private t from port of

ted on mpany, 007. To Ready

y as on e High

with

of the

ce the

which

ot 481

rivate

Scotts

ce at

n’ble

e of

e of

Y2

2

2

Main Obje

1. To acon thecontra

2. To caand idescrifor lad

3. To caand invests,hosier

4. To camats, worst

5. To caleathe

Changes i

There has

Changes i

Date ofa3

0

2

Year

010 -

011 -

- - -

012 -

- -

-

ects of the Co

quire the exie business ofacts, licenses,arry on the bin mens, woiption includidies dresses, b

arry on the bun hosiery goo, underwear, ry goods.

arry on all or rugs, namdated materials arry on the buer goods of ev

in Registered

s been no chan

in the Memo

f shareholderapproval 1/03/03

3/10/05

7/03/06

Signed a triLimited and Hon’ble Tamprinting & dyCommencemRecommenceExpansion ofEntered intoTechnology Pprocessing uSetting up ofCARE assigncrores and ‘ACanara BankManager ofplacement

ompany:

sting partnerf manufacture permits, all i

business of momens and cing shirts, bubrasseries, musiness of maods of every socks, stockin

any of the bas, blankets, and of all artiusiness of mavery kind.

d Office of th

nge in the reg

orandum of A

rs’

Increaseequity sIncreaseequity sIncreaseequity s

ipartite MOU the Governm

mil Nadu Higyeing unit at

ment of constrement of the pf production fo Share SubPark (P) Ltd nit at Kagal in

f additional gns ‘BBB’ ratin

A3+’ rating tok Venture Caf Emerging In

rship businese and export its assets and anufacturers,

childrens clotush-shirts, pyjaternity beltsanufacturers, kind, nature ngs, sweaters

business of deshawls, tweeicles similar tanufacturers,

he Company

gistered office

Association

T

e in the authoshares of `10 ee in the authoshares of `10 ee in the authoshares of `10 e

130

EU between O

ment of Karnagh Court ord Tirupur ruction of factprinting & dyfacilities at Kobscription A for allotmenn Kolhapur, Marment manung to long te

o short term bapital Fund inndia Growth

s of “SCOTT of Ready Ma liabilities. , importers anthing and wjama suits, ve

s, knee caps, c importers an and descripts, laces and s

ealers and meds, linens, flto the foregoin importers an

e of our Comp

Type of chan

orized share each. orized share each.

orized share ceach.

Event Our Compantaka. der leading t

tory unit at Dyeing unit wholar by settin

Agreement wnt of land for Maharashtra ufacturing unerm bank facank facilities n its status an Fund invest

TS GARMENTade Garment

nd exporters,wearing appaests, underwecoats, panties,nd exporters,tion for men,so on and of a

manufacturers lannels and ang or any of tnd exporters,

pany.

nge/ Reasons

capital to `10

capital to `20

apital to `200

Scotts Ga

ny, Bombay

to temporary

Doddaballapurhich was suspg up new uni

with Kagal I setting up kn

it at Bagepallcilities amoun amounting tond as Trusteeted ` 20 crore

TS”, a partnets, with its go

, wholesale aarel of everyears, suits , fo, nighties and, wholesale a, women andall or anythin

of all kinds all other articthem or conne, wholesale a

for change

00 lakhs cons

00 lakhs cons

00 lakhs consi

arments Limi

Rayon Fash

y suspension

r pended its ndustrial Tenitting and fa

ly, Karnataka nting to ` 22o ` 227.40 croe and Investmes under Pre

ership firm caoodwill, all ru

and retail deay kind, naturoundation gard so on. and retail dead children incng which is u

of carpets, dcles of wooleected therewi

and retail dea

sisting of 1,00

sisting of 2,00

isting of 20,00

ited

hions

of a

extile abric

29.70

ores. ment -IPO

arrying unning

alers of re and rments

alers of luding

used in

durries, en and ith.

alers of

00,000

00,000

00,000

Date ofa1

0

19Sc

Ama

Details of

1.) Amal The CompCompanyThe fair vprepared Equity Shthe face vof AmalgScotts Cloaccordingmembers each per eled to incrfrom tax b

Features o

Under the

UndertakApril 1, 2currency)encumbrageneral clexpenses,arrangemhire-purch

The Salien

(i) The S(ii) The S

sancticopies

(iii) The utransf

f shareholderapproval 8/05/07

1/09/07

/06/2007 cheme of algamation

f Scheme of A

lgamation of

pany filed a Cy Petition Novalue for the by M/s. Sidd

hares of `10/-alue of `100/

gamation wasothing Privat

gly, 6,00,000 e of the Scotts equity share. reased produbenefits.

of the Scheme

e Scheme the

ing under the2006 (“Appoin, all liabilitie

ance, lien andlause underta assets, inves

ments, rights, hase contract

nt features of

Scheme is opeScheme shalions/approvas of the order

undertaking oferred to and

rs’

AdoptioLimitedIncrease40,000,0ConversIncrease4,40,00,0betweenHigh Co

Amalgamatio

M/s. Scotts C

Company Pet. 131 of 2006

e exchange radiah & Ram, - each fully pa/- each fully p sanctioned bte Limited wequity shares Clothing PrivThe amalgam

uction facilitie

e of Arrangem

Undertaking

e scheme is dented Date”) aes, duties and security theaking of the stments, claimtitles, interess and assets, l

the Scheme a

rative from thll come intoals or orders r under sectioof the Transfed/or vested i

T

on of new sed Company. e in the aut000 equity shasion into Puble in the aut000 equity shn Scotts Garmourt of Bomba

on

Clothing Priv

tition No. 130 in the High atio under th Chartered Aaid up of Scotpaid up held iby the High C

was transferre of `10/- eachvate Limited

mation of Scotes, improved

ment

of the Transf

efined to meaand all securend obligationereon as on tTransferor C

ms, powers, sts, benefits, alending contr

are as follows

he appointed o effect from etc have bee

on 391 and 394eror Companyn or deemed

131

Type of chan

et of Articles

thorized shaares of `10 eaclic Limited thorized shahares of `10

ments Ltd. anday and Hon’b

vate Limited w

0 of 2006 andCourt of Kar

he scheme wAccountants. B

tts Garments in Scotts ClotCourt of Karned to the Coh of Scotts G against the ptts clothing Prturnover and

feror Compan

an and included and unsec

ns of the Trathe AppointeCompany shaauthorities, aadvantages, lracts, benefit o

s:

date i.e. Aprim the effectien obtained a4 are duly filey shall witho

d to have bee

nge/ Reasons

s of Associati

are capital toch.

are capital toeach pursuand Arora Fashble High Cour

with the Com

d M/s. Scotts rnataka underas arrived at

Based on the Private Limitthing Private nataka where

ompany withGarments Privpaid up sharerivate Limited

d overall redu

ny is transferr

de all the assetcured debts (wansferor Comd Date and w

all include allallotments, aplease-hold rigof any securit

il 1, 2006. ive date i.e.

and the date ed with ROC out any furtheen and stand

Scotts Ga

for change

ion for conve

o ` 4000 lak

o ` 4400 laknt to scheme

hions Ltd. apprt of Karnatak

mpany

Clothing Privr sections 391t based on thvaluation theted for every Limited” waseunder the bu

h effect from vate Limited we capital of `1d with Scotts

uction in the o

red to the Tra

ts of the Tranwhether in R

mpany alongwithout prejul preliminarypprovals, conghts and othety arrangeme

. the last oon which allKarnataka, Ber act, instrum

d transferred

arments Limi

ersion to a P

khs consistin

khs consistine of amalgamproved by Hoka at Bangalo

vate Limited 1 to 394 of thhe valuation e swap ratio o one equity shs fixed. The Susiness of the April 1, 200were allotted,00,00,000/- o Garments Ltoperating cos

ansferee Comp

nsferor CompaRupees or in fg with any cudiced to the y and pre-opentracts, enacter intangible ents, reversion

f dates on necessary ceangalore. ment or deedto or vested

ited

Public

ng of

ng of mation on’ble ore

filed a he Act..

report of “Six hare of

Scheme e M/s. 06 and

d to the of `100 td., has st apart

pany.

any on foreign charge, above erative tments, rights,

ns

which ertified

d stand in the

Transrightssectio

The transfover or inhowever, CompanyobligationCompany

2.) Amal

Petition b

Arora FasSewree, MCompanieacquired total cons2009 in thsanctionedand Februstood canFashions Leffective dscheme thinvestmenAccountinAccountaoff over aLimited leturnover o

Features o

Under the

Undertakon AppoiunsecuredTransferoDate and include aallotmentlease-holdof any sec

sferred Comps, titles and inon 394 and oth

fer and/or ven respect of a that any re

y is a party tns shall be coy as are vested

lgamation of

before High C

shions LimiteMumbai – 40es Act, 1956 a100% stake in

sideration of `he High Courtd by the Highuary 6, 2010 rncelled and thLimited sincedate of amalghe differencent on takeoveng Standard nts of India. a period of fed to increaseof the Compa

of the Scheme

e Scheme the

ing under theinted Date i.d debts (whe

or Company a without prej

all preliminars, approvals,

d rights and ocurity arrange

pany as a goinnterests and aher applicable

esting shall ball the aforeseference on to the assetsonstrued as rd in the Trans

M/s. Arora F

Court of Bom

ed (AFL) hav00 015, was and subsequen AFL on 01`5411.00 lacs.t of Bombay uh Court of Borespectively. hat no sharese the Compangamation is 0e between ther has been ano. 14 of “AAs per the afive years. Ted number ofany alongwith

e of Arrangem

Undertaking

e scheme is d.e. 02/02/200

ether in Rupealong with anjudiced to thry and pre-o contracts, en

other intangibements, rever

ng concern soauthorities of e provisions o

be subject to tsaid assets orany security offered or a

reference onlysferee Compa

ashions Limi

mbay

ving its regisincorporatedently convert/02/2008 thr. Subsequentunder sectionombay and HThe said ord

s of the Comny is a 100% h2/02/2008 as

he net identifccounted as G

Accounting foccounting staThe amalgamf manufacturih reduction in

ment

of the Transf

efined to mea08 (as defineees or in foreiny charge, enche above geneoperative expnactments, arble rights, hirrsions.

132

o as to becomethe Transfere

of the Act.

the existing chr any part th

y documents agreed to bey to the asse

any.

ited with the

stered office ad on 01/01/1ted to a limitrough a negotly, the Compns 391 to 394 o

High Court of der stated thapany shall be

holding comps per the schefiable assets Goodwill in tor Amalgamaandard, Goodmation of Aroing units of Sn operating co

feror Compan

an and included in the Schign currency)cumbrance, lieral clause unpenses, assetrrangements, re-purchase co

e as and fromee Company p

harges, hypothereof of the or arrangem offered as s

ets pertaining

Company

at #214, Rega1991 as privated company otiated deal wpany filed a Cof the Act. ThKarnataka by

at the shares oe allotted to

pany of the Meme of amalgof Arora Fasthe books of ation” issueddwill amountora FashionsSGL at Tirupuost.

ny is transferr

de all the asseheme of Arra), all liabilitieien and securndertaking os, investmen rights, titles,ontracts and

Scotts Ga

m the Appointpursuant to th

thecation andTransferor C

ments to whsecurity to fig to the asset

al Industrial ate limited co on 10/04/19

with the promCompany Apphe Scheme of y order datedof M/s. Arorthe sharehold

M/s. Arora Fasgamation sancshions Limiteaccounts of S

d by The Inst shall be amos Limited witur thereby lea

red to the Tra

ets of the Tranangement) anes, duties andrity thereon af the Transfe

nts, claims, p, interests, beassets, lendin

arments Limi

ted Date, the he provisions

d mortgages, Company. Prohich the Traninancial servits of the Tran

Estate, A.D. ompany und997. The Commoters of AFLplication No. Amalgamatio

d December 18ra Fashions Lders of M/s. shions Limitectioned. As ped and the cSGL in termsstitute of Chaortized and wth Scotts Garading to incre

ansferee Comp

nsferor Compnd all secured obligations as on the Apperor Companypowers, authenefits, advanng contracts, b

ited

estate, s of the

if any, ovided nsferor ices or nsferor

Marg, der the mpany L for a 942 of on was 8, 2009

Limited Arora

ed. The per the cost of s of the artered written rments ease in

pany.

pany as ed and of the

pointed y shall orities, ntages, benefit

The salien

1. The S2. The U

and svestedDate, of Sec

3. The trmortg

4. The apropeapplic

5. With the Tror debecomshall nprovi

6. SubjecinstruwhichbeforeCompTrans

7. UponTransenforcagain

8. The emergeallotm

The TransBangalore Subsidiar

We have n Other Ag

We have intended 18/01/20pursuant agreemen MOU bet The GoveBangalore

nt features of

Scheme is opeUndertaking ohall stand trad in the Tran the estate, rigction 394 and ransfer and/gages, if any, assets of moverty of the Tcable provisioeffect from thransferor Comed of the Tra

me as and fromnot be necesssion; ct to all the

uments of whh the Transfere the effectivpany as the sferor Compan coming intosferor Compaced by or aga

nst the Transfeentire equity er of Arora F

ment of shares

sferor Compae and the Hig

ries of the Iss

no subsidiary

greements

entered into to be carried12 with Kag to investme

nt/contract./M

tween our Co

ernment of Ke for attractin

the scheme a

rative from thof the Transfansferred to ansferee Compghts, titles an other applicaor vesting asover or in res

vable nature wTransferee Cons of the saidhe Appointedmpany shall aansferee Comm the Appoin

sary to obtain

e provisions hatsoever natror Companyve Date, shalcase may beny, the Trans

o effect of thiany pending/ainst the Traneree Companyshare capital

Fashions Limis shall be mad

any shall be dgh Court at Bo

suer Compan

y Company, a

contracts/agd on by SGL. gal Industrialent in KITTPMoU:

ompany, BRF

Karnataka hang investment

re as follows;

he Effective Dferor Companand/ or vestepany as a goid interests an

able provisions aforesaid shspect of all thewill be transf

Company in d Act;

d Date, and sualso be and s

mpany, pursunted Date, the consent of an

of this Scheure to which

y may be eligill be in full

e and may bsferee Compais scheme all/or arising onnsferee Compy; l of Arora Faited into Scottde against sha

dissolved witombay under

ny

as on date.

greements/MWe have alsol Technology

P. Except the

FL and Gover

ad organizedts into the Sta

133

;

Date (as defineny shall, withed in or deeming concern s

nd authoritiesns of the Act; hall be subjece aforesaid asferred by thepursuance o

ubject to the phall stand tra

uant to the pre employees ony third party

eme, all conth the Transferible and whicforce and ef

be enforced any had been a

l suits, claimsn or before tany as if the

ashions Limits Garments, ares held in A

thout winding Section 394 o

MoU in the oro entered intoy Textile Parese arrangem

nment of Kar

d a Global Inate. The Comp

e in the Schemhout any furt

med to have bso as to becos of the Transf ct to the existssets; e Transferor Cof the provis

provisions of tansferred withrovisions of of the Transfey or other per

tracts, deeds,ror Companych are subsistiffect against as fully and a party or bens, actions andthe Effective same had bee

ited is held b all these sha

Arora Fashion

g up on an orof the Compan

rdinary courso Share Subscrk Pvt. Ltd.

ments we hav

rnataka

nvestors Meepany and BRF

Scotts Ga

me); ther act, instrbeen and stanome as and frferee Compan

ting charges,

Company, ansions of Sect

this scheme ahout any furtSection 394 o

eree Companyrson in order

, bonds, agrey is a party oing or havingor in favoureffectively as

neficiary therd proceedingdate shall been pending a

by Scotts Garares shall stanns Limited;

rder made bynies Act.

se of the buscription Agre(KITTP) for

ve not enter

et on 3rd andFL had made

arments Limi

rument or dend transferredrom the Appny to the prov

hypothecatio

nd shall becomion 394 and

all the Employther act, instrof the Act, soy and furtherto give effect

eements andor to the beneg effect immedr of the Trans if, instead

reto; gs by or againe continued and/or arising

rments Limitnd cancelled a

y the High Co

siness carriedeement (SSA) allotment ored into any

d 4th June, 2 a joint propo

ited

eed, be d to or

pointed visions

on and

me the d other

yees of rument o as to r that it to this

d other efits of diately nsferee of the

nst the and be g by or

ted, on and no

ourt of

d on or ) dated of land y other

2010 in osal for

setting upfacilitate iat DoddChitradurThe prop24/05/20Rayon FaThe Compwhich is mutually twelve locbe set upwhere Co The detail

1. A Mothe Ga) O

Kin

b) Th

2. The sc

I.

a)

b)c)

II.

Subsequedetails of KGF AppSrinivasap

p textile unitinvestment an

daballapur (trga, Shimogaposal was ap10.A tripartitshions Limitepany shall utalso one of t agreed on secations as app

p by BRFL. Thompany has p

ls of the MOU

oU was signeovernment of

Our CompanyKolar, KGF, Dnvestment of `he Govt. of K

cope of the M

Our Compa

) will endeacompany;

) agrees to p) agrees to p

possible

Governmen a) will en

requireformali

b) will enComparegulati

c) will asapprov

d) Both paimplem

ntly, vide let the land avaiparel Park, Gpura.

ts to Karnatand assist invetwo location, Modhol, Sid

pproved at tte Memoranded and Govertilize part of tthe locations etting up indproved by thhe project lo

proposed to se

U are as unde

d during thisf Karnataka to

y & Bombay RDoddaballapu` 682.67 Cror

Karnataka to p

MoU will be as

any & Bomba

avour to comm provide emplopromote local

nt of Karnatak

ndeavour to d infrastruct

ities; ndeavour to pany & Bombayions; ssist Our Cals/clearance

arties will intementation of th

tter no. IADBilable for allot

Gowribidanur

aka Udyog Mestors in the sns), Kolar, Kddlaghatta anthe 22nd Statdum of Undernment of Kathe net issue forming par

dependent prohe Governmen

cation at Dodet up units are

r:

s meet betweeo achieve the Rayon Fashioura, Gowribidres generatingprovide the re

s follows:

ay Rayon Fash

mence operati

oyment to locl vendors for

ka

provide to Oture facilities

provide on py Rayon Fash

Company &es, if needed, eract periodiche project.

B/HO/Secy/1tment at the l

r, Chikkaballa

134

Mitra (KUM), state. The CoKGF Appar

nd Srinivasapte High Leveerstanding waarnataka at Gproceeds tow

rt of the tripaojects at five nt and there sddaballapur e Hassan, Kol

en our Comp following obons Limited tdanur, Chikk

g employmenequisite suppo

hions Limited

ions as per th

cal people as p procurement

Our Compan such as lan

priority the nhions Limited

& Bombay Rfrom the Cen

cally to review

1831/2010-11locations of Dapura, Chitra

a governmempany and B

rel Park, Gpura for settinel Clearance as executed b

Global Investowards the proartite MOU. and seven loshall be no informs part olar, KGF App

pany & Bombbjectives: to setup Readkaballapura,

nt to about 50,ort for implem

d

he implement

per the Karnat of compone

ny & Bomband, water an

necessary cled in accordan

Rayon Fashntral Governmw the progres

1 dated 11/10Doddaballapuadurga, Shim

Scotts Ga

ent undertakiBRFL had ideowribidanur,ng up textile Committee

between our ors Meet on 3oposed projec The Compaocations respnvestment by of MOU and parel Park and

bay Rayon Fa

dymade GarmChitradurga,

,000; mentation of t

tation and inv

ataka Industrents and raw

ay Rayon Fasd power on

earances andnce with the a

ions Limitedment or its agess and pendin

0/2010, KIADur (two locatio

moga, Modhol

arments Limi

ing incorporaentified 12 loc, Chikkaballunits in Karn(SHLCC) he

Company, Bord/4th of June

ct at Doddabaany and BRFLectively of th SGL in the uthe other loc

d Sidlaghatta.

shions Limite

ments for exp, Shimoga w

the above pro

vestment plan

ial Policy 200materials wh

shions Limite completion

d approvals tapplicable rul

d in gettinencies. ng issues duri

DB had notifions), Hassan,l, Siddlaghat

ited

ated to cations lapura, nataka. eld on ombay

e, 2010. allapur L have he said units to cations .

ed and

ports at with an

oject.

n of the

09-14; herever

ed the of the

to Our les and

ng the

ing the

ied the Kolar,

tta and

The exact been specS-45 (P), AThippansa Share Sub Our ComTextiles Tengaged iFacilities. Infrastruclicense ba Importan • KITTP

KITTP• Pursu

alongLicenSubscand Athe Co

• KITTPThe Ctime fthe Su

• KITTPprovi

• Subscand Aof sett

• SubscalongCompSubscCompPersoLicen

• SubscTextilKITTPpropo

• Upon

Subsc

locations of t

cified in the MApparel Parkandra Village

bscription Ag

mpany (SubscrTechnology Pin developme The Textile cture and Admasis to entities

nt Terms and

P shall allot 5P and our Co

uant to the issg with Work Sse Agreemen

criber shall haAdministrativompany fromP shall devel

Company resefor use of theubscriber P shall be freding Infrastru

criber shall beAdministrativting up of wecriber shall stag with Work Spany at its solcriber shall bpany shall han, who is agrse Agreemen

criber as a shale Park herebyP the Fees as ortion to the a

- fixed m- variab- other v

n terminationcriber or upon

the site at the

MOU. The sitek Industrial Ae, Kasaba Hob

greement wit

riber) has entPark (P) Ltd.ent and imple Park is aimministrative Fs engaged in a

Conditions o

50,00,000 Equimpany

suance of SharShed in the Tnt to be entave license to

ve Facilities inm time to time

op the Projecerves the absoe Plot or the W

ee to raise finucture and Ade entitled to uve Facilities deaving and maart commerciShed on a leale discretion i

be liable for cave the rightreeable to ab

nt areholder in Ky undertakesdetailed in Le

area occupiedmonthly infrable monthly chvariable expe

n of the Leavn expiry of the

e above mentie location for Area, Phase I bli.

th Kagal Indu

ered into a Sh (KITTP) vidementation o

med at providFacilities thereactivities relat

of the SSA

ity Shares of t

res to the SubTextile Park utered into beo use of the Pn the Textile Pe in relation thct and enter iolute right to Work Shed w

nance for devdministrativeuse the Plot oemised pursuaster weavingial productionave and licenin writing. Incancellation ot to allot/traide by the te

KITTP and ass to pay to theeave and Lice

d in the Textileastructure chaharges such anses

ve and License Leave and L

135

ioned places eDoddaballap and for Kola

ustrial Textile

hare Subscripde agreementof the Textile ding the Plotein for settingting to textile

the face value

bscriber, KITTupon the termetween the SPlot or Plot aPark and shallhereto into a Leave impose such

without prejud

veloping the e Facilities. or Plot along wuant to the Leg units or textn in the unit wnse basis or wn case of delayof the allotm

ansfer the shaerms and con

s a licensee ofe credit of theense Agreemee Park viz arges apportioas consumptio

se AgreemenLicense Agree

except for Do

pur is D-3, D-4ar is Sy.no 60

es Technolog

ption Agreemt dated 18/0Park with Int or Plot alog up textile m manufacturin

e of `10/-at a

TP shall allot ms and conditSubscriber analong with Wl be bound to

and License h conditions adice to and a

Plot or Plot

with Work Sheave and Licetile related acwithin 6 mon

within such tiy in commenc

ment of the Pares allotted ditions of thi

f the Plot or Pe Trust and Rent, which com

oned on the bon of utilities

nt on accountement as set f

Scotts Ga

oddaballapur 4, A-3, A-10, A0, 30/1, 32/1,

gy Park (P) Lt

ment (SSA) wi01/2012. KITnfrastructure a

ng with Womanufacturing

ng etc.

a price mutua

to the Subscrtions containend the Com

Work Shed and pay all Fees a

Agreement was may be necffecting the b

along with W

hed together ense Agreemctivity nths of demisime as may bcing commerlot and/or Wto the Subsc

is agreement

Plot along witRetention Acco

mprises the f

basis of demis such as wate

t of a breachforth therein:

arments Limi

and Kolar haA-11, S-43, S-, 21, 22 & 71

td.

ith Kagal IndTTP is a Comand Adminisrk Shed and

g units on leav

ally agreed be

riber the Plot ed in the Leavpany, whered the Infrastras may be lev

with the Subscessary from tbusiness inter

Work Shed a

with Infrastrment for the pu

e of the Plot obe permitted cial productio

Work Shed ancriber to any and the Leav

th Work Shedount opened ollowing char

sed premises r, power, etc.

h committed

ited

ave not 44 and Sultan

dustrial mpany strative d other ve and

etween

or Plot ve and

ein the ructure vied by

scriber. time to rests of

and for

ructure urpose

or Plot by the on, the nd the

y other ve and

d in the by the rges in

by the

(a) pta

(b) thco

• The Sdemisand liapproby it t

Share SuCapital F(the Prom Canbank Mr. Nase19/12/20allotted 1includingof the agr

1. Dsoconout

2. ThlisL

3. Thanunfo(SC

4. Th(RsuSEon

5. Thanisw

6. ThCreapto

ossession of

aken over by Khe Subscriberonsideration aSubscriber msed premises icense basis. Kopriate. As a pto any Person

bscription cuFund Limitedmoter of Scott

Venture Capeer Ahmed h12 in relation

17,39,130 equg premium of

eement are re

During the Teolely for the posts of the Proot utilize the tilize the subshe Companysting of its Shetter of Intenthe IPO shall nd fifty four)nder the IPO

or EmployeesSeventeen Lak

CVCFL in termhe issue of E

Rupees One ubscription ofEBI, the stocknly) per equithe Companynd members ssue and allot

way of a speciahe nominee

Company, firstegular directppointment ao the time CV

the demisedKITTP; and r shall transfas may be decay, with the including theKITTP may gpart of such a

n at such cons

um Sharehold (CVCFL) ants Garments L

pital Fund Limhave entered n to the Pre-IPity shares of `105/- per eqeproduced be

erm of this Apurposes appoject. It is her Subscriptionscription amo

y and the Prohares at stockt i.e. on or befbe for issue o

) Equity ShaO, 4,50,000 (Fo

s of the Comkh Thirty Ninms of this Agr

Equity Shares Hundred Anf Shares in thk exchanges aty share of fa

y must pass a resolutions tment of the Cal resolution oof CVCFL

t at a board mor) and a ri

as Director in VCFL is shareh

premises in

fer its Sharescided at the s prior approe Plot or Plot

grant such appapproval, KITideration as m

lders Agreemnd Scotts GaLimited)

mited (CVCF into Share S

PO Placementf face value `quity share agelow:

Agreement, thproved by CVreby clarifiedn Amount forount exclusivemoter undertk exchanges fore 08.03.201of at least 1,05res of Rs. 10

our Lakh Fiftympany. Prior ne Thousand reement, as a shall be for a

nd Forty onlyhe IPO) that shand RoC shalace value Rs.1and furnish a(at AGM/ EGCVCFL Shareof the membemust have b

meeting (as adight must be place of the sholder in the

136

cluding the P

s in KITTP toole and absolval of KITTP and the Workproval subjec

TTP may requmay be decide

ment (SSA) drments Limit

FL), our ComSubscription t. In terms of `10/- each aggregating to

he Company VCFL in writ

d that the Comr any other pely towards imtake that the in India with

13. 5,06,954 (One each, which y Thousand) to such IPO One Hundre

a Pre-IPO placan ‘Issue Pricy). In this rehall be discloll be not less t10/- each a certified truGM), as requ

es to CVCFL, ers of the Combeen appointdditional diree given to Csaid nomineeCompany.

Plot or Plot a

o any Personlute discretionP, terminate k Shed, whichct to such termuire the Subsced by KITTP

dated 19/12/20ted (the Com

pany and the cum Shareh this agreeme

at an issue p `19,99,99,950

undertakes tting, includinmpany has reppurpose. The mplementatio Company sh

hin 3 months

e Crore five l shall be fully Equity Share

O, the Compaed and Thirtycement. ce’ (in the IPOegard, the lowosed in the Rethan `140/- (R

ue copy to CVuired under on the terms

mpany at a geted as the D

ector) and therCVCFL to noe. This right m

Scotts Ga

along with W

n identified bn of the Compthis Agreemh shall have bms and condicriber to transat its sole dis

012 between mpany) and M

e Promoter oholders Agreeent our Comprice of `115/0/-. Some of t

to use the Sung inter alia topresented to Company furon of the Projhall bring abo from the dat

lakh six thousy paid up. Oes of `10/ eacany shall havy) Equity Sha

O) which is nwer end of ted Herring PrRupees One H

VCFL of all thApplicable L

s specified in eneral meetinDirector (nonreafter at a mominate any

must be subsis

arments Limi

Work Shed sh

by KITTP fopany.

ment and vacabeen given onitions, as maysfer the Sharecretion.

Canbank VMr. Naseer A

of our Compaement (SSA)

pany has issue/- per equitythe important

ubscription Aowards meetiCVCFL that irther undertaject. out an IPO thte of Accepta

sand Nine huut of the saidch shall be reve issued 17,

ares of `10/- e

not less than the Price Banrospectus fileHundred And

he necessary Law, approvi this Agreemeg.

n-rotational) members meety other persosting at all tim

ited

hall be

r such

ate the n, leave y deem es held

Venture Ahmed

any i.e. dated ed and

y share t terms

Amount ing the it shall akes to

hrough ance of

undred d issue served ,39,130 each to

`140/- nd (for ed with d Forty

Board ng the ent, by

of the ting (as on, for mes up

Furthto be eventCVCFeffectiherebArticlapply In termentiPromSubscShareto giv • If

bePnoFi

• InwCisprancapradco

• Inarto

• ThDR

• Th(‘anCan- ThCO- Inthbeth

her, the Article fulfilled rela any one or a

FL within theive and the r

by clarified thle VII (Part-1)y.

rms of clausioned in Articoter undertak

cription Amoes by CVCFL. ve effect to the

f any securitiee issued in urchaser’) (inotice giving dirst Offer’) n the event th

which is less tCVCFL will ressued to CVCrice per securnd (ii) ensureapital in the rotection shadjustments foost. n the event thre better thano have such bhe Board sha

Director shall Rotational) and

he Promoter Exit’) to CVCnnualized IR

CVCFL Sharesny of the folloIPO/ Offer f

he Promoter Company on aOffer for Sale s

Buy Back Ofn the event thhe end of the eing permissihe Promoter s

e VII of Part 1ting to point all of the Con time period

rights specifiehat in the eve), the provisio

e 1.3.1 of Acle VII (Part 1kes that he shunt, on and In this regarde above right.

es (equity andany subsequ

ncluding an edetails of the

he Dilution Sthan or equaleceive full diluCFL to: (i) equrity (equity ore that CVCFL

Company, oall be availaor stock-splits

he Dilution Shn the terms atetter rights, a

all comprise obe the nomind the other Dand the Com

CFL from theRR of at leasts; or ii) the boowing optionfor Sale (not b and the Comany of the recshall be bornef Shares By T

he Company f financial yeaible under Apshall purchase

1 of the SSA t 2 and 3 andnditions Subsas specified, ted there undent that the Cons of this Pa

rticle I of Pa1) of SSA are

hall ensure thafrom the datd, the provisi. The other im

d equity linkuent financinexisting shareh offer (‘Diluti

Shares are prol to the rate aution protectiuate the costr equity linke continues to

on a fully dilble to CVCFs, dividends

hares are propttached to theas are offered of not more tnee Director irectors shall

mpany, herebye Company, t 25% on its ook value of s: being the fail

mpany shall mcognized Stoce entirely by tThe Companyfails to condu

ar 2015-16, thepplicable Lawe the CVCFL

137

titled as “Cond other conditsequent are nthe provisioner shall duly onditions Sub

art-2 of this A

art-2 of SSAe not fulfilled at CVCFL derte of investmions of Article

mportant term

ked) except shng (‘Dilutionholder), then ion Notice’) a

oposed to beat which the Cion at no addit basis of CVed) instrumen hold the samluted / convFL with respand stock re

posed to be ise CVCFL Sha to the Intendthan 12 (Tweappointed by be appointed

y, agree and co on or before Subscriptionthe shares of

led IPO undemake an IPO ck Exchanges,the Companyy Or Purchasuct an IPO, asen within Junw) shall buy b Shares (eithe

nditions Subsetions as state

not duly compns of Part-2 of accrue to thebsequent are

Agreement sh

A, in the even by the Comprives an Inter

ment and uptoe VIII (Part-2

ms of Part 2 of

hares issued un Shares’) tothe Companyand the Dilut

e issued to thCVCFL Shareitional cost suCFL’s holdin

nt issued in anme percentageverted basis. pect to furth-classification

ssued to the Inares, then the ded Purchaser

lve) Directorsy CVCFL (‘Cd by the memonfirm that the June 2016 n Amount frof the Compan

er part-1): and seek a li, on or before

y. e Of Shares B

s aforesaid, fone 30, 2016, thback the CVCer by himself

Scotts Ga

equent” has sed in the referplied with, tof the SSA shale CVCFL Sha duly compli

hall not be effe

nt “Conditiopany and / ornal Rate of Ro the date of 2) (‘EXIT’ pro the SSA are a

under an ESOo any other y shall first tion Shares to

he Intended Pes are acquireuch that additng in the Comny subsequene of the issuedThe said rig

her issue of ns and the lik

ntended Purc CVCFL Sharr. s. Out of the

CVCFL Nominmbers of the Co

hey shall provsuch that CVom the date

ny; whichever

isting of the ee March, 2016

By The Promor any reason he Company (CFL Shares fro

and / or thro

arments Limi

specified condrence article. o the satisfacll forthwith bares. Howeveed with in teective and sh

ons Subsequeor the Promot

Return of 25% sale of the C

ovisions) shallas under:

OP, are propoPerson (‘Intoffer, by a w

o CVCFL (‘Ri

Purchaser at aed by CVCFLtional shares wmpany to thent round of fud and paid upghts of full d

shares by wke, at no add

chaser on termres shall be d

said Directornee Director’)ompany. vide a compleVCFL derives of Subscriptr is higher, th

equity shares6. The cost of

moter whatsoever, (subject to theom CVCFL anough his nom

ited

ditions In the tion of

become er, It is erms of hall not

ent” as ter, the on the

CVCFL l apply

osed to tended written ight of

a price L, then will be

e lower unding; p share

dilution way of ditional

ms that deemed

rs, one ) (Non

ete exit s: i) an tion of hrough

s of the IPO or

before e same nd / or

minees),

atPorPr- InCtotosaco

Suppleme CVCFL, oSharehold21/02/20IPO shall Financial

There are

Strategic

There are

t such a priceercent) per anr ii) the bookromoter mayPurchase of

n the event tCompany ando be bought fro derive: i) anaid shares asompleted wit

entary Agree

our Companyders Agreeme13. In terms o not be less th

Partners

no financial p

Partners

no strategic p

e as would ennum, on the

k value of the provide an E shares by thithat all the a the Promoterom CVCFL n IRR of 25%s on such dahin two mont

ement to Shar

y and the proent (SSA) datof the supplemhan Rs.130/- p

partnership a

partnership a

enable CVCFLe Subscription Share as on

Exit to CVCFLird party above optioner shall withinby any strate per annum, ate; whichevths from June

re Subscriptio

omoter of ourted 19/12/20mentary agreper equity sha

agreements en

agreements en

138

L to derive: in Amount frosuch date; wh

L in the above

ns of Exit don the next 2 (egic investor/ on the Subscer is higher.

e 30, 2016.

on cum Share

r Company in012 have enteeement the loware.

ntered into by

ntered into by

i) an IRR of n

om the date ohichever is hie manner eith

not fructify (Two) months/s, at such salcription Amo The said sa

eholders Agr

n continuationered into a swer end of th

y the Compan

y the Compan

Scotts Ga

not less thanof subscriptionigher. The Co

her jointly or s

within Junes, arrange forle price as wo

ount; or ii) theale to any th

reement dated

n to the Sharsupplementarhe price band

ny.

ny.

arments Limi

n 25% (Twentn of CVCFL Sompany and/severally.

e 30, 2016 thr the CVCFL ould enable Ce book valuehird party sh

d 19/12/2012

re Subscriptiory agreement for the purpo

ited

ty Five Shares; /or the

hen the Shares

CVCFL of the

hall be

on cum t dated oses of

Name, AgeDesig

Mr. NaseerS/o: Late C.Designationand Non- InAge: 53 YeaQualificatioResidential391, 2nd maiR.M.V.ExtenOccupationDIN No.: 00

Mrs. NuzhaW/o: Mr. NDesignationIndependenQualificatioResidential391, 2nd maiR.M.V.ExtenOccupationDIN No.: 00 Mr. A. ArumS/o: Mr. D.ADesignationIndependenAge: 69 YeaQualificatioResidential121, Udani Ulsoor, BanOccupationDIN No.: 00

e, Qualificatiognation, Occ

r Ahmed K.M Hyder n: Managingndependent) ars on: B.Com l Address: in, 2nd Cross, nsion, Bangal

n: Industrialis0027095

at Aisha Naseaseer Ahmedn: Director (Ent)Age: 35 Yeon: B.Com l Address: in, 2nd Cross, nsion, Bangal

n: Industrialis0245176

mugham Arunachalamn: Director (Nnt) ars on: B.Com, Al Address: Layout, Camb

ngalore 560 00n: Professiona0350163

on, Residenticupation, DIN

g Director (Ex

2nd Stage, lore 560 094

st

eer d Executive anars

2nd Stage, lore 560 094

st

m Non - Executiv

A.C.A

bridge Road 08 al

MANA

ial Address, N No.

xecutive

nd Non-

ve and

139

AGEMENT Date o

AppointmRe-appoint

Term

19/06/2(5 Year

Re-appoin

19/06/2(5 Year

Re-appoin

29/09/2Liable to re

rotatioRe-appoin

of

ment / tment,

m

2010 rs)

ntment

1.2.

3.

4.5.

6.

7.

8.

9.10.11.12.13.

14.

2010 rs) ntment

1.2.3.4.

2012 etire by on ntment

1.2.

3.

4.5.

6.

7.8.

Scotts Ga

Other Dire

Inmark RetaiBombay Ray(Joint Vice CGFI InfrastruPrivate LimiScotts FashioScotts InfrastDevelopmenScotts MetalsLimited Scotts PlantaLimited Coppers CoiLimited Scotts ApparScotts FashioScotts WearsScotts Knits PPedigree ConLimited Amanath CoLtd (Honoraof Bank) Scotts FashioScotts FashioScotts ApparScotts MetalsLimited

Chemicarb PCKM InvestmLimited Pedigree ConLimited Scotts ApparScotts InfrastDevelopmenTamarind PrLimited Aru & Dev (PInmark Retai

arments Limi

ectorships he

il Private Limyon Fashions LChairman) ucture Develoted

onciti India Litructure &

nt Private Lims & Mines Pri

ations Private

in Realty Priv

rels Private Lions Private Lis Private LimiPrivate Limitnstruction Pri

o-Operative Bry Post as Pre

onciti India Lions Private Lirels Private Lis and Mines P

Private Limitements Private

nstruction Pri

rels Private Litructure &

nt Private Limroperties Priv

Partnership) il Private Lim

ited

eld

mited Limited

opment

imited

mited ivate

vate

imited imited ited ted ivate

Bank esident

imited imited imited Private

ed e

ivate

imited

mited vate

mited

Name, AgeDesig

Mr. B.S.PatS/o: Late SaDesignationIndependenAge: 68 YeaQualificatioService (RetResidential149, 5th CrosBangalore 5OccupationDIN No.: 00

Mr. M.M. CS/o: Late ShDesignationIndependenAge: 79 YeaQualificatioResidentialE69, VasantNew Delhi OccupationDIN No.: 00Mr. AzeezuS/o: Mr. DaDesignationIndependenAge: 64 YeaQualificatioService (RetResidential

e, Qualificatiognation, Occ

til angangowda Pn: Director (Nnt) ars on: Indiantired) l Address: ss, 10th Main,

560 080 n: Professiona0061959

Chopra hanti Sarup Cn: Director (nt) ars on: M.A., B.Ll Address: t Marg, Vasan110 057

n: Professiona0036367

ulla Baig astragirbaig Mn: Director (Nnt) ars on: Indiantired) l Address:

on, Residenticupation, DIN

Patil Non-Executiv

n Admini

R.M.V.Exten

al

hopra (Non Executi

L, M.B.A.

nt Vihar

al

Mirza Non- Executi

n Admini

ial Address, N No.

e and

istrative

nsion,

ive and

ive and

istrative

140

Date oAppointm

Re-appointTerm

30/09/2Liable to re

rotatioRe-appoin

30/09/2Liable to re

rotatioRe-appoin

30/09/2Liable to re

rotatioRe-appoin

of

ment / tment,

m 9.10.11.

12.13.

2011 etire by on ntment

1.2.

3.

4.5.

6.7.8.

9.10.11.12.

13.

14.

2011 etire by on ntment

1.2.3.

2011 etire by on ntment

1.

Scotts Ga

Other Dire

Scotts WearsScotts Knits PBeauty Base Private LimiSTI India LimCoppers CoiLimited Shetron LimiUnited BreweLimited UB InternatioLimited Suprajit EngiMangalore CFertilisers LimAMR India LSurana IndusB R S PrecisioPrivate LimitSurana GreenSurana GreenWEIR India PInternationalLimited Trinethra EneLimited Prassana Pow

Indian AcryliSteel Strips WSteel Strips L

NGEF (Hubli

arments Limi

ectorships he

s Private LimiPrivate Limit Products (Indted.

mited in Reality Priv

ited eries (Holdin

onal Trading

ineering LimiChemicals andmited

Limited stries Limitedon Manufactuted n Power Limin Energy LimPrivate Limitel Power Conv

ergy Convert

wer Limited

ics Limited Wheels LimiteLimited

i) Limited

ited

eld

ited ted dia)

vate

ngs)

ited d

d uring

ited mited

ed vertions

tions

ed

Name, AgeDesig

319, B-2, NeVillage, KorOccupationDIN No.: 00Mr. C.R.MuS/o: Mr. C.SDesignationIndependenAge: 54 YeaQualificatioResidential561, “SrinKatriguppaBangalore 5OccupationDIN No.: 00Mr. S. ThiruS/o: Mr. SenDesignationExecutive aAge: 56 YeaQualificatio& CAIIB ResidentialA3, 313 SneNational GaBangalore –OccupationDIN No.: 03

There is no ato which anyThiruvadi whShareholders Details of CExchanges

None of the suspended fr

Details of CExchanges

None of the delisted from

e, Qualificatiognation, Occ

ethravathi Bloramangala, Ban: Professiona0532908 urali S.Ranganathan: Director (Nnt) ars on: B.Com, Al Address: nidhi”, Wa

a, Banushan560 085 n: Professiona0533104 uvadi nthilarumugan: Nominee

and Independars on: MBA (Ba

l Address: eha Apts, Godames Village,– 560047, Karnn: Service 3431263

arrangement oy of the aboveho has been as Agreement

Current and

directors of trom the stock

Current and

directors of tm the stock ex

on, Residenticupation, DIN

ock, Nationalangalore 560

al

a Rao Non- Executi

A.C.A

ater Tank nkri, 3rd

al

am e Director ent)

anking and F

davari Block Koramangalnataka

or understane mentioned Dappointed pudated 19/12/

Past Directo

the company k exchanges.

Past Direct

the company xchanges.

ial Address, N No.

l Games 047

ive and

Road, Stage,

(Non-

Finance)

la

ding with maDirectors werrsuant to Lett

/2012.

orship in lis

have been di

torship in li

have been di

141

Date oAppointm

Re-appointTerm

29/09/2Liable to re

rotatioRe-appoin

08/12/2

ajor shareholdre selected aster of Intent d

ted compani

irectors in an

isted compa

irectors in an

of

ment / tment,

m

2012 etire by on ntment

1.

2.

3.

4.

5.6.7.

2012

1.

2.3.

4.

5.

ders, customes a Director ofdated 08/12/2

ies that have

y other listed

nies that ha

y other listed

Scotts Ga

Other Dire

Murlaidharan– Chartered ASai Ganesh PLtd. SM Holding Private LimitVatsalya ServSolutions PvtSilk Tele NetwSM DyechemChiteri BiotecLimited Canbank VenFund LimitedGNRC LimiteVinyas InnovTechnologiesRavi TechnofLimited Colour Roof

ers, suppliersf our Compan2012 and Sha

e been susp

d company(ie

ave been de

d company(ie

arments Limi

ectorships he

n & ManogarAccountants

Properties Pvt

and Finance ted vices and t. Ltd. works Pvt. Lt

m Limited ch Private

nture Capital d ed

vative s P Limited forge Private

(India) Limite

s or others puny except for

are Subscriptio

ended from

s) which hav

elisted from

s) which hav

ited

eld

ran

t.

td.

ed

ursuant Mr. S. on and

Stock

ve been

Stock

ve been

As on date othe Company Remuneratio

Mr. Naseer Mrs. Nuzha

Mr. A.Arum

Mr. B.S. Pat

Mr. M.M Ch

Mr. Azeezu

Mr. C.R. Mu

Mr. S.Thiru

BRIEF PROF A brief profil Executive Di Mr. Naseer Hyder. He hand held varCouncil for industries oftextile industmanufacturinbackward int Mrs. Nuzhatwife of Mr. Ndeveloping nCompany inand prospect Non-Executi Mr. A. ArumCommerce ayears of stanarticleship wand after quGovernmentCompany. HAccountants

of filing of they providing f

on and shareh

Particula

Ahmed at Aisha Nase

mugham

til

hopra

ulla Baig

urali

uvadi

FILE OF THE

le of the Boar

irectors

Ahmed agedholds a bachel

rious positionKolar and C

f Karnataka ftry. He proving facilities, tegration.

t Aisha NaseeNaseer Ahmenew designs

n presenting ttive.

ive Directors

mugham ageand qualified nding in the

with M/s Brahualifying as t of Mysore, He is the sen with over 36

e Offer Docuor benefits up

holding of D

ars

eer

E DIRECTOR

rd Members is

d 53 years is lor degree in ns in the ConChikkaballapufrom Octoberides strategic improvemen

er aged 35 yed. She holds in line with

these designs

ed 69 years i as a Membere profession, hmahayya ana Chartered Steel Plant

nior partner years of stan

ument there ispon terminati

Directors in th

Rd

RS OF SGL

s given below

the Managin commerce. Angress party.ur district. Hr 1990 to Nov direction in s

nt of product

ears, is Executa Bachelor’s dthe latest tre

s for approva

is an Indeper of the Instit and has vand Company,

Accountant, at Bhadrava

of M/s. Arunding.

142

s no service aion of employ

he Company

Remunerationduring F.Y.201

(` in lacs)

w:

ng Director ofAfter completi. He is preseHe was also vember 1992selection of tetion processe

tive and Non degree in Com

ends in the faals and obtain

endent Directtute of Chartest experience, a leading fir worked wit

ati, Karnataku & Dev, an

agreement enyment.

n paid 11-12 )

N

180.00 18.00

Nil Nil

Nil

Nil

Nil

N.A.

f our companing his studie

ently a Memb a former m.. He has oveechnology anes and new v

Independentmmerce. She ashion industning fresh or

tor in our Coered Accounte in the indurm of Charterth the firm f

ka, as the fir established

Scotts Ga

ntered into by

No. of Shares

1,257

ny. He is the es, he enteredber of the Ka

minister of staer 20 years o

nd machinerieventures, and

t Director in oaids the in hotry. Her inpurders from bu

ompany. He tants of Indiaustrial field. red Accountafor a year. Hrst chartered accountancy

arments Limi

y the Director

s held

5,54,500 7,64,500

100

Nil

Nil

Nil

Nil

Nil

son of Late d into active parnataka Legiate for smal

of experience es in setting ud in the proc

our company.ouse design teuts have helpuyers, both ex

holds a deg in 1967 and He completants in SouthHe then joine accountant firm of Cha

ited

rs with

C.K.M politics islative l scale in the

up new cess of

. She is eam in

ped the xisting

gree in has 43 ted his

h India, ed the of the

artered

Mr. Babugoubatch of the January, 2004most dynamInstitutions t Mr. M. M. Cscience fromBusiness AdMaster’s Deexperience oof 16 years Bombay Real

Mr. AzeezulDegree in SoMuslim Assobasis of meriwith KAS anCommercial Corporation,Director – To

Mr. C.R.Murwith over 25managed sev Mr. S. ThiruGraduate wiInstitute of Bin CorporateBanking. BORROWIN The Companof the provisDirectors to capital and lo

RELATIONS

Nam

Mr. NaseMrs.Nuz

QUALIFICA

Our directors

uda SangangIndian Admi4. He held veic officers of t

to industrial d

Chopra aged 7m Punjab Univdministration gree from Df over 50 yeaof various wl Estate Deve

lla Baig agedociology. He ociation Highit he was indund IAS he has Taxes (Inve, (KSSIDC), Bourism of Kar

rali, aged 54 5 years of corveral business

uvadi, aged 5ith additiona

Bankers. Mr. Se Credit, Proj

NG POWERS

ny has passedsions of sectiborrow monong term capi

SHIPS BETW

me of the Dire

eer Ahmed zhat Aisha Na

ATION SHAR

s are not requ

gouda Patil ainistrative Serery importantthe State Govdevelopment.

79 Years is an versity, Bache from Jamna

Delhi Universrs in diverse

well known clopment Corp

d 64 years, is started his c

h School. He joucted into Ins held differeestigation), MBangalore, Drnataka, etc. H

years is an Ire practice. Hs restructurin

56 years is Nl qualificatio

S. Thiruvadi bject Finance,

S OF DIRECT

d an ordinary ion 293(1)(d)

ney up to ` 75ital requirem

WEEN DIREC

ector

Haseer W

RES REQUIR

uired to hold a

aged 68 yearsrvices, and ret assignmentsvernment. He

Independentelors Degree alal Bajaj Inssity specializifields includicompanies likporation.

s an Independcareer as a jooined Karnatdian Adminint positions i

Managing DiDeputy SecretHe retired from

Independent He has been

ng exercises co

Nominee Direns of MBA (

brings with hiLoan Syndic

TORS

resolution at of the Comp5,000.00 Lacsents from fina

CTORS

R

Husband of MrWife of Mr. Na

RED TO BE H

any qualificat

143

s, is an Indepetired as the Cs during his se has wide ran

t Director in oin Law from titute of Maing in Econoing Naval serke Bombay D

dent Directorournalist of Dtaka Adminisstrative Serviin the governirector, Karntary, Commem Governme

Director in oa part of the

overing merg

ector of CVC(Banking andim an experie

cation, SME P

t its Annual Gpanies Act 19s (Rupees Sevancial institut

Relationship

rs. Nuzhat Aiaseer Ahmed

HELD BY OU

tion shares.

pendent DirecChief Secretaervice and is

nging experien

our Company Delhi Univenagement Stomics and Srvice of 34 yeDyeing, Indi

r in our ComDaily Salar intrative Servicices (IAS) in t

nment organiznataka State erce and Indent Service in

our Companye team of coners, de-merge

CFL in our Cd Finance) anence of over 3Portfolio, Exp

General Meeti956, wherebyventy Five Thtions.

between Dir

isha Naseer

UR DIRECTO

Scotts Ga

ctor on our Bry, Governm generally regnce from head

y. He holds a rsity, Post Gr

tudies, Mumbociology. Hears corporatean Acrylics S

mpany. He hon 1960 and isce (KAS) in ththe Year 1990zations like JoSmall Indusustries Depa2007.

y. He is a Chnsultants whiers, public iss

Company. Hend Certified A30 years in banport/Import C

ing held on 3y it has authohousand Lacs

rectors

ORS

arments Limi

Board. He is ment of Karnat

garded as oneding State Fin

bachelors degraduate Diplobai Universit

e has an agge board directSteel Strip W

olds Master os alumni of Che Year 1977 a0. During his oint Commisstries Develoartment, Karn

hartered Accoich has succesues, hiving o

e is an EnginAssociate of nking and expCredit and G

0/09/2011 inorized the Bos) for its shor

ited

a 1966 taka in e of the nancial

gree in oma in ty and gregate torship

Wheels,

of Arts Central and on tenure sioner,

opment nataka,

ountant essfully ff etc.

neering Indian posure

General

n terms oard of rt term

INTEREST O

All Directorsattending mreimbursemetime directorofficers or emto the extencorporate enallotted to thdividend pay COMPENSA Details of ap Mr. Naseer A As per the Reis re-appointconsolidatedapplicable as Minimum R In the event Director, theCompanies A Mrs. Nuzhat As per the RNaseer, is re19/06/2010 fmay be appli Minimum R In the event Director, theCompanies A No remunera CHANGES I There has be

Sr. No 1. 2. 3.

OF PROMOT

s of the Compmeetings of th

ent of expensrs will be intemployees of tt of equity s

ntity to whichhem, out of yable to them

ATION TO M

pointment an

Ahmed, Mana

esolution pasted as Managi

d remuneratios per Compan

Remuneration

of loss or inae remuneratiAct, 1956 or an

t Aisha Nasee

esolution pase-appointed afor a consolidicable as per C

Remuneration

of loss or inae remuneratiAct, 1956 or an

ation is paid t

IN THE BOA

en following

Name of DiMr. S.A. HuMr. PrashanMr. Aman A

TER, DIRECT

pany may be he Board or ses payable terested to thehe Company

shares, if anyh they represthe present

m and other di

MANAGING

nd fixing of re

aging Director

ssed at the meing Director oon of `25,00

ny’s rules).

n

adequate profon payable ny statutory m

er, Director

ssed at the meas Whole Timdated remuneCompany’s ru

n

adequate profon payable ny statutory m

to any of the i

ARD OF DIRE

change in the

irectors ussain nt Agarwal Agarwal

TORS

deemed to bea Committee

to them undee extent of rem

y. All the direcy, already hesent on the BIssue in termistributions in

DIRECTOR

emuneration o

r

eeting of the Bof the Compa0,000/- per m

fits in any finashall be govmodifications

eeting of the Bme Director oeration of `3,0ules).

fits in any finashall be govmodifications

independent

ECTORS DU

e Board of Dir

Dat27/19/19/

144

e interested toe thereof as wer the Articlemuneration pctors of the C

eld by them oard of the C

ms of this Ofn respect of th

R / WHOLE TI

of Managing

Board of Direany for a periomonth (inclu

ancial year duverned by Ses thereof.

Board of Direof the Comp00,000/- per

ancial year duverned by Ses thereof.

directors exce

URING THE L

rectors of the

te of Change/09/2010 /04/2011 /04/2011

o the extent owell as to th

es of Associatpaid to them Company mayor their relatCompany, orffer Documenhe said equity

IME DIRECT

Director / W

ectors held onod of 5 years usive of perq

uring the curection II of P

ectors held onany for a pemonth (inclu

uring the curection II of P

ept sitting fee

LAST THRE

Company in

ReaResResRes

Scotts Ga

of fees, if any,he extent of tion of the Cfor services ry also be deemtives in the C

r that may bent and also t

y shares.

TORS

Whole Time Di

n 03/06/2010,with effect froquisites, allo

rrency of his tPart II of Sc

n 03/06/2010eriod of 5 yeausive of perqu

rrency of his tPart II of Sc

es.

E YEARS

n last three yea

ason signation signation signation

arments Limi

, payable to thother remunompany. Therendered by tmed to be intCompany or e subscribed to the extent

irectors:

, Mr. Naseer Aom 18/06/20

owances as m

tenure as Manchedule XIII

0, Mrs. Nuzhaars with effe

uisites, allowa

tenure as Manchedule XIII

ars.

ited

hem for neration, e whole them as terested by the for and of any

Ahmed, 010 for a may be

naging of the

at Aisha ect from ances as

naging of the

Sr. No 4.

Compliance The provisioour Compahas complieCompany u49 of the Lis In terms of committees Audit Comm The Audit Committee

Name oNr. A. AMr. C.RMr. Aze

The role o

(a) Overseeensure t

(b) Recommremova

(c) Approv

(d) Review

approva - Matte

Board- Chang- Major- Signif- Comp- Disclo- Quali

(e) Review(public those st

Name of DiMr. S. Thiru

e with Corpo

ons of the Lisny immediat

ed with the coundertakes tosting Agreem

the Clause 4.

mittee

Committee wcomprises of

of Director Arumugham R. Murali eezulla Baig

of the Commi

eing the Comthat the finan

mending to tal of the statut

val of paymen

ing with the al, with partic

ers required d’s report in teges, if any, inr accounting eficant adjustmpliance with losure of any rifications in th

ing, with theissue, rights itated in the o

irectors

uvadi

orate Governa

sting Agreemely upon the

orporate gove take all nece

ment to be ente

49 of the List

was re-const the following

ttee has been

mpany’s financncial statemen

the Board, thtory auditor a

nt to statutory

managemencular referenc

to be includerms of claus

n accounting pentries involv

ments made inisting and othrelated party he draft audit

e managemenissue, prefereoffer docume

Dat08/

ance Require

ment to be ent listing of ou

ernance code essary steps tered into with

ting Agreem

ituted at theg members

Status in CoChairmMembMemb

defined to in

cial reportingnts are correct

he appointmeand fixation o

y auditors for

nt the annual ce to:

ded in the Die (2AA) of se

policies and pving estimatesn the financiaher legal requtransactions. t report.

nt, the statemential issue, etent/ prospec

145

te of Change/12/2012

ements:

tered into witur Equity Shar

in accordanceto continue toh the Stock Ex

ent, our Com

e Board mee

ommittee man ber ber

nclude the foll

g process andt, sufficient an

ent, re-appoinof audit fee.

any other ser

financial sta

irector’s Respction 217 of th

practices and rs based on the

al statements auirements rela

ent of uses/ tc.), the statemtus/ notice a

Rea

ApDir

th the Stock Eres with the Se with Clause

o comply withxchanges.

mpany has al

ting held on

NatureInInIn

lowing activi

d the disclosund credible.

ntment and

rvices rendere

atements befo

ponsibility Sthe Companiereasons for the exercise of jarising out ofating to financ

application oment of fundsand the repo

Scotts Ga

ason pointment as

rector of CVC

Exchange(s) wStock Exchane 49 to the exth all the requ

lready constit

n 4th January

e of Directorsndependent ndependent ndependent

ties:

ure of its finan

if required, t

ed by the stat

ore submissio

tatement to bes Act, 1956. he same. udgment by m

f audit findingcial statemen

of funds raises utilized for prt submitted

arments Limi

s Nominee CFL

will be applicanges. Our Comtent applicabluirements of

tuted the foll

y, 2008. The

ship

ncial informa

the replacem

tutory auditor

on to the Boa

be included

managementgs.

nts.

ed through anpurposes othe by the mon

ited

able to mpany le. Our Clause

lowing

Audit

ation to

ment or

rs.

ard for

in the

t.

n issue er than itoring

agency recomm

(f) Reviewinternal

(g) Reviewdepartmand freq

(h) Discuss

(i) Review

suspectthe mat

(j) Discuss

well as

(k) To lookshareho

(l) To revie

(m) Carryin

Remunerati The Remunthe Board.

Name ofMr. A. AMr. C.R.Mr. Azee

The terms

(a) The Rdirect

(b) Frami

transpcomp

(c) Consisalary

(d) Ensur

monitoring

mendations to

ing, with the l control syste

ing the adequment, staffingquency of inte

sion with inter

ing the findined fraud or ir

tter to the boa

sion with statpost-audit di

k into the reaolders (in case

ew the functio

ng out any oth

ion Committe

neration Comm

f Director Arumugham

Murali ezulla Baig

s of reference

Remunerationtors.

ing and implparent policy

pensation paym

idering approy of the execu

ring the remu

the utilizatio

o the Board to

managemenems.

uacy of interng and senioriternal audit.

rnal auditors

ngs of any intrregularity orard.

utory auditorscussion to as

asons for subse of non paym

oning of the W

her function a

ee

mittee was co

of the Remun

n Committee

lementing on y on remunerment.

oving and recutive directors

uneration poli

on of proceed take up steps

nt, performanc

nal audit funty of the offic

any significa

ternal investigr a failure of i

rs before the scertain any a

stantial defaument of declar

Whistle Blowe

as is mentione

onstituted on

Nature oIndIndInd

neration Com

recommend

behalf of theration of exec

commendings.

icy is good en

146

ds of a publs in this matte

ce of statutor

nction, if any,cial heading t

ant findings an

gations by theinternal contr

audit commearea of concer

ults in the pared dividends

er mechanism

ed in the term

4th January, 2

of Directorshiependent ependent ependent

mmittee are as

s to the boar

e Board and ocutive directo

g to the Board

nough to attra

lic or rights er.

ry and interna

including ththe departme

nd follow up

e internal audrol systems of

ences, about trn.

ayment to thes) and credito

m, in case the

ms of reference

2008 and com

ip

s follows:

rd the compe

on behalf of tors including

d the changes

act, retain and

Scotts Ga

issue, and m

al auditors, a

he structure oent, reporting

there on.

ditors into maf a material n

the nature an

e depositors, ors.

same is existi

e of the Audit

mprises the fol

ensation term

the sharehold ESOP, Pensi

s in designat

d motivate dir

arments Limi

making appro

and adequacy

of the internag structure co

atters where tature and rep

nd scope of au

debenture h

ing.

t Committee.

llowing direc

ms of the exe

ders, a credibion Rights an

ion and incre

rectors.

ited

opriate

y of the

l audit verage

there is porting

udit as

olders,

ctors of

ecutive

ble and nd any

ease in

(e) Bringintere

Shareholder The SharehMay, 2010. T

Name of Mr. NaseeMr. A. ArMr. Azeez

The scope acomplaints expeditiousimpediment

ging about objest of our Com

rs’/ Investor G

olders and InThe Committ

Director er Ahmed rumugham zulla Baig

and function oand ensure

sly and satits.

jectivity in de

mpany and th

Grievances Co

nvestors Grietee consists of

Statu

of this commithat all shareisfactorily u

eeming the re

he shareholde

ommittee

evances Commf the followin

s in CommittChairman Member Member

ittee is to coneholders’/ innless constr

147

emuneration prs.

mittee was cog Directors.

tee

sider and revnvestors’ grierained by in

package whil

onstituted at

Nature of DiNon-Ind

IndepIndep

view shareholevances and cncomplete d

Scotts Ga

le striking a b

the Board m

irectorship dependent pendent pendent

lders’/ investcorrespondendocumentatio

arments Limi

balance betwe

meeting held o

tors’ grievancnce are attendon and/ or

ited

een the

on 10th

ces and ded to legal

ORGA

148

Scotts

NISATION CHA

s Garments Limit

ART

ted

T Sr.No

1.

2.

3.

The Key Mana

. o.

NamDesignat

Ag

Mr.PoornaSrinivasan Consultant(39 years)

Mr.Harikri President OperationsTirupur (44 years)

Mr. Ronald President- Bangalore operations(41 years)

agerial Person

me, tion and ge

a n

t

DTTyMMaFCLCt U

ishnan B

s-

.SDinPnTyDinMEn

d Morris

s

B

K

nnel of SGL o

Qualifi-cation r

Dip in Textile Technology MBA – Marketing and Finance Certified Lean Consultan (TBM –

USA)

SaonMPdns

Sc., Diploma n

Production Technology Diploma n Apparel

Machine Engineering

OcTa

B.A. OcWp

KEY MANAG

other than the

Present responsibil

ities

Strategy and organisation planning Marketing Product development and sourcing

Overall in charge of Tirupur activities

Overall in charge of Woven production

149

GERIAL PERS

e Directors are

Date of appointment

E

E

01/07/2011

06/05/2011

02/05/2012

SONNEL

e as follows:

Previous mployment and Total

Experience

Gokaldas Export COO (Knits

Division)

(18 Years)

Eastman Exports Global

Clothing Private Limited

(24 years)

Gokaldas Exports 18 years

Scotts Ga

Area responsibiy in previocompany

Over all charge knits ordbooking marketing activities

Heading operations involving from proddevelopmesalesman sampling, proto sampling, productionfeasibility analysis, productionupto pand palogistics. Handled business various internationbuyers requiremenOverall charge operations the compan

arments Limi

of ilitous

Compeon pa

duringfinan

year in

of der

27,00,

all

duct ent,

n

n pick ack

all of

nal

nts

18,64,

in for of ny

14,85,

ited

ensatiaid g last

ncial r ` ,000

,258

,170

Sr.No

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

. o.

NamDesignat

Ag

Mr.Madhiv General M(51 years)

Mr. SKumar Nig General M(38 years)

Ms. S R Sri Head (30 years)

Mr. Ampa(Vice Presi(32 years)

Mr.M.Thia General M(51 years)

Mr.Manoj Manager (37 years)

Mr.Rajan V General M(60 years)

Mr.JayapraH.V. General M(38 years)

Mr.Mukes General M(36 years)

Mr.S.GuruBabu

me, tion and ge

vanan C.

Manager

B

hailendra gam

Manager

B(TC)

idevi BCD&

r Pramod ident)

DinDaTy

agarajan

Manager

BA

Francis

BLM

V Mani

Manager

MC

akash

Manager

B

h Kumar

Manager

FNC

uswamy MI.C

Qualifi-cation r

B.Com OcKP

B.Tech Textile

Chemistry

P

B.Sc Costume Designing & Fashion

D

Diploma n Fashion

Design and Technology (U.K.)

DMapdn

B.Com, A.C.A

F

B.A., L.L.B., M.B.A

HR

M.Com C.A.I.I.B

BO

B.E. P

FD in NIFT Calcutta

P

M.Com .C.W.AA.

C.S.

SW

Present

responsibilities

Overall in charge of Knitts Production Projects

Design

Denim – Marketing and product development

Finance

Human Resource

Banking Operations

Production

Production

Secretarial Work

150

Date of appointment

E

E

26/11/2009

Sh

29/09/2011

MTeLt

01/03/2010

I

01/09/2009

D

02/03/2005

24/11/2009

01/01/2010

01/05/2005

C

I.T

19/06/2009

Ar

01/08/2007

P

Previous

mployment and Total

Experience

hahi Exports Pvt. Ltd. (18 years)

Mangal extile Pvt. td.

15 Years Duo Design

Studio

8 years

Principle Partner at Laundary

Service Design Inc.,

(13 years) Fabritex

Export (P) Ltd.,

(28 years) FFI

(12 years)

Stalin Garments,

Tirupur (30 years)

CIGFIL LTD., -

T.C.Apparels Division-

(14 years) rora Fahions

Ltd., (13 years)

Alpha

Systems Private Ltd.,

Scotts Ga

Area responsibiy in previocompany

Overall incharge knits production

In charge developmeof nProjects

Designing activities

Designing,order procuring and marketing activities

Overall incharge Finance aAccounts HRD acompliancerelated activities Overall incharge banking activities

Production

Overall charge productionactivities Overall incharge secretarial

arments Limi

of ilitous

Compeon pa

duringfinan

year

of

n

16,25,

for ent new

13,98,

13,13,

,

11,96,

of and

11,70,

and e

9,10,0

of 8,45,0

n 8,45,0

in of

n

7,50,0

of

6,89,0

ited

ensatiaid g last

ncial r ` ,000

,000

,325

,000

,000

000

000

000

000

000

Sr.No

14.

15.

16.

. o.

NamDesignat

Ag

Company (52 years)

Mr.Naveed Manager (43 years)

Mr. SyeTahir A Manager Merchandi(43 years)

Mr.Saud N General M(51 years)

The above peof our key m

NUMBER

Mr.M.Th

Mr.Saud

Mr. Nav

Total

CHANGEYEARS

Mr. S. JaMr. SayeMr. SubaMr.RajeeMr. G. RMrs. SapMr. SanjMr. G. RMrs. SapMr. SanjMr. PoorMr. Hari

me, tion and ge

Secretary

d Pasha DinEn

ed Abu

- ising

M

Nazir

Manager

B

ersons are on managerial per

R OF SHARE

Particuhiagarajan

d Nazir

ved Pasha

ES IN THE K

Name gadish

ed Saffiula air Kunju ev Das Kalath

Rafiq pna Shivdas ay Sadashiv M

Rafiq pna Shivdas ay Sadashiv Mrna Srinivasanikrishnan B

Qualifi-cation r

Diploma n Textile

Engineering

SF

M.Sc., Ma

B.E. At

the rolls of thrsonnel.

ES HELD BY T

ulars

KEY MANAG

hil

Mahesh

Mahesh n

Present

responsibilities

Sourcing of Fabric

Marketing activities

Administration

he company a

THE KEY MA

No.

GERIAL PER

Date 283131310319013110170106

151

Date of appointment

E

E

10/08/2000

03/01/2011

01/04/1999

S

as permanent

ANAGERIAL

of Shares he10,0

10,0

3,0

23,0

RSONNEL OF

of Change 8/11/09 1/07/10 1/03/10 1/05/10 3/05/10 9/05/10 1/01/99 1/03/12 0/01/11 7/05/11 1/07/11 6/05/11

Previous

mployment and Total

Experience

(28 years)

Gokaldas Exports Private Limited

(20 years) Eastman Exports

(15 years)

STC Limited U.S.A.

(30 years)

t employees. T

L PERSONN

ld 000

000

000

000

F THE COM

RRRR

ApApApRRR

ApAp

Scotts Ga

Area responsibiy in previocompany

activities

Fabric sourcing activities

Merchanding activitie

Overall charge Administraon activitie

There is no sp

NEL

MPANY DURI

Reason Resignation Resignation Resignation Resignation ppointment ppointment ppointment

Resignation Resignation Resignation ppointment ppointment

arments Limi

of ilitous

Compeon pa

duringfinan

year

6,50,0

isies

6,30,0

in of

aties

5,72,0

pecific tenure

ING LAST T

ited

ensatiaid g last

ncial r `

000

000

000

of any

THREE

Mr. RonaMr. ShaiMr. AmpMs. S.R. Mr. Saye

BONUS O

Presently,than this t

RELATIO

None of th

ARRANG None of understan LOANS T The Compno outstan EMPLOY Till date CSchemes. INTERES The premwho is a Kby our coManageribenefits toby them dour Comp No amouany of thedirectors, PAYMEN Except as paid or gpaid to Di

Name

ald Moris ilendra Kumapar Pramod Sridevi ed Abu Tahir

OR PROFIT S

, the Key Mathere is no bo

ONSHIP AM

he Key Mana

GEMENTS A

our key mnding with ou

TO KEY MAN

pany has not nding loan re

YEE STOCK O

Company has

ST OF KEY M

mises at B 108Key Managerompany to Mial Personnel o which they during the orpany.

nt or benefit e directors or officers or em

NT OR BENE

stated in thisgiven during irectors, office

ar Nigam

A.

SHARING P

anagerial Personus or profit

ONGST THE

agerial Person

AND UNDER

managerial pur major share

NAGERIAL P

given any loeceivable from

OPTION SCH

s not introduc

MANAGERIA

8, Peenya Indrial EmployeeMr.Saud Naz have any int are entitled adinary course

has been pai key manager

mployees.

FIT (NON-SA

s Offer Docuthe precedingers or employ

Date

0229010103

LAN FOR TH

sonnel receiv sharing polic

E KEY MANA

nnel are relate

RSTANDING

ersonnel haveholders, cust

PERSONNEL

oan to its Key m any Key Ma

HEMES

ced any Emp

AL PERSONN

dustrial Estatee in the compzir for usingterest in the Cas per their tee of business

id or given wrial personne

ALARY RELA

ument, no amog two years yees since the

152

of Change 2/05/12 9/09/11 1/09/09 1/10/10 3/01/11

HE KEY MAN

ve annual Ex-cy exists in th

AGERIAL PE

ed to each oth

G WITH MAJO

ve been apptomers, supp

L

Managerial Panagerial Pers

loyees Stock

NEL

e, IIIrd stage pany. Presentg the said prCompany otherms of appoi and to the ex

within the twoel except the n

ATED) TO O

ount or benefto any of its

e incorporatio

ApApApApAp

NAGERIAL P

-Gratia as Onhe Company.

ERSONNEL

her.

OR SHAREH

pointed pursliers or others

Personnel in sonnel.

Option Schem

has been taktly, a rent of `remises. Apher than to thintment, reimxtent of Equit

o preceding ynormal remun

OFFICERS OF

fit has been p officers exce

on of the Com

Scotts Ga

Reason ppointment ppointment ppointment ppointment ppointment

PERSONNEL

ne month of G

HOLDERS

suant to ans.

the last finan

mes/ Employ

ken on rent fr` 30,000 per mart from this

he extent of thmbursement o

ty Shares held

years or intenneration for s

F THE COMP

paid or given ept for the no

mpany.

arments Limi

L

Gross salary.

ny arrangeme

ncial year. Pre

yees Stock Pu

rom Mr.Saudmonth is beins none of thhe remuneraf expenses ind by them, if

nded to be giservices rende

PANY

or is intendedormal remune

ited

Other

ent or

esently, there

urchase

d Nazir ng paid he Key tion of

ncurred any in

iven to ered as

d to be eration

is

Ou Mr

ur Promoter

r. Naseer Ahm

The Permansubmitted to

med

nent Account o BSE and NS

PROM

Deta

Mr. NHe is After positioLegislforme1990 tindusmachiproduintegr

IdentiVoterDrivin

Number, BaSE.

MOTER AND

ails of Promo

Naseer Ahmedthe son of Latcompleting hons in the Colative Councier minister of to Novembertry. He provineries in set

uction procesration.

ification Detar ID Number ng License N

nk Account N

153

D ITS BACKG

oter being ind

d aged 53 yeate C.K.M Hyd

his studies, heongress partyil, for Kolar state for smar 1992. He havides strategitting up new

sses and new

ails B

Number 5

Number and

GROUND

dividual

ars is the Mander. He holdse entered intoy. He is presen

and Chikkaball scale indusas over 20 yeic direction i

w manufactuw ventures, an

BTF0946954 560/2000

Passport Num

Scotts Ga

naging Directs a bachelor do active politicntly a Membe

ballapur distrstries of Karnears of experin selection

uring facilitiesnd in the pr

mber of the P

arments Limi

tor of our comdegree in comm

cs and held ver of the Karnrict. He was

nataka from Orience in the of technologs, improvem

rocess of bac

Promoter hav

ited

mpany. merce.

various nataka also a

October textile

gy and ment of

kward

ve been

Thpar

Ou Th

e following rtnerships, co

Name of theRela

Mrs. NuzhatMr. Awaiz AMr. Fiaz AhmMaster ZuiizMaster TanisMs. Abeer FaMr. MukhtarMr. Aslam AMrs. ZareenaMrs. Jabeen BMrs. ThasineMrs. Naznin

Name of theRelative

Mr. MohammMrs. SultanaMs. Abeer FaMr. Awaiz AMaster. Faiz Master ZuiizMaster Tanis

ur Group Com

he following a

Sr. No1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12.

None of thethey classif(Special Pro

natural pers

ompanies and

e Natural Perative of our Pt Aisha Nasee

Ahmed med z Ahmed; sh Ahmed. athima r Ahmed

Ahmed a Begum Begum e Sultana

ne Begum

e Natural Perof our Promomed Saleem Aa Khadija athima

Ahmed Ahmed

z Ahmed sh Ahmed

mpanies

are the group

o. Name ofScotts FaScotts Pl

Scotts MScotts InGFI InfrCoppersPedigreeScotts AScotts FaScotts WScotts KInmark R

e above mentified as Sick Iovisions) Act,

sons (being

d other entitie

sons (ImmedPromoter) er

sons (Immedoter’s SpouseAhmed Khan

p companies a

f the companashionciti Indlantations Pri

Metals and Minfrastructure aastructure Des Coin Realty e Constructio

Apparels Privaashions Priva

Wears Private nits Private LRetail Private

ioned compaIndustrial Co 1985.

PROMOT

the immediaes shall form p

diate

diate e) M

as defined un

ny dia Limited ivate Limited ines Private Land Developmevelopment P Private Limit

on Private Limate Limited ate Limited Limited

Limited e Limited

nies have mompany with

154

TER GROUP

ate relatives part of our Pr

RelationshMr. Naseer

WifSonSonSonSon

DaughBrothBrothSisteSisteSisteSiste

Relationsh

Mrs. Nuzhat ABrothSiste

DaughSonSonSonSon

nder Schedul

Limited ment Private

Private Limiteted

mited

ade any capithin the mean

P

of our Promomoter Grou

hip with r Ahmed fe n n n n hter her her er er er er

hip with Aisha Naseer her er hter n n n n

le VIII of the

Limited ed

tal issue durining of the S

Scotts Ga

moter and Pp:

SEBI (ICDR

ing last three Sick Industria

arments Limi

Promoter’s),

R) Regulations

years nor areal Companies

ited

HUFs,

s

e s

1

2

The details

1. Scotts Fashi

SFIL was icommencemThe CIN of and build laboratoriesbusiness actBangalore -

Board of D

The Shareho

Sr. No

Ca

1 Mr2 Mr3 Mr4 Mr5 Bo6 Sc7 Sc

Gr Brief Audit

Equity ShaReserves &Total IncomProfit AfteEarnings PNet Asset V

2. Scotts Plant

SPPL was inof the Compurchase orallied activiBangalore -

Board of D

of our Group

ionciti India

incorporated ment of busin the Companytextile park

s, testing centivity. The re 560 058. Mr.

Directors

olding pattern

ategory

r. Naseer Ahmrs. Nuzhat Air. Prashant Ar. Aman Agar

ombay Rayonotts Garmentotts Plantatiorand Total

ted Financials

Partiare Capital at & Surplus me

er Tax Per Share (` Value Per Sha

tations Privat

ncorporated ompany is U01r otherwise aities. The reg 560 058. Mr.

Directors

p companies

Limited (SFI on 24/11/2

ness dated 05y is U45202Kfor location

ntres and alligistered officNaseer Ahme

1) Mr. N2) Mrs. N3) Mr. Pr

n of SFIL as o

med isha Naseer

Agarwal rwal

n Fashions Limts Limited on Private Lim

s

iculars `10/- each

are (`)

te Limited (S on 28/12/2001132KA2005Pnd carry on tistered officeNaseer Ahme

1) Mr. N2) Mr. Pr

are as provid

IL)

2006 as a pu5/06/2007 fro

KA2006PLC04 of manufactied activitiesce is situated ed and Mr. Pr

Naseer AhmedNuzhat Aisharashant Agarw

on 31/07/2012

mited

mited

SPPL)

05 with RegisPTC038071. Tthe business

e is situated aed and Mr. Pr

Naseer Ahmedrashant Agarw

155

ded below:

ublic limited om Registrar1044. The mature processi. Currently tat 481-B, IV Prashant Agarw

d a Naseer wal

2 is as follow

2009-10

7.0NN

(0.5N.A6.5

strar of CompThe main objof estate own

at 481-B, IV Prashant Agarw

d wal

company anr of Companiain object of thing of textilethe CompanyPhase, Peenywal are the p

s:

No. of shaof ` 10/-

2010-1

00 Nil Nil

3) (0A. N53

panies, Bangaject of the cners, cultivatiPhase, Peenyawal are the p

Scotts Ga

nd received ies, Bangalorhe company ie items, resey is not carr

ya Industrial Aromoters of th

ares held - each

10,000 10,000 10,000 10,000 10,000 10,000 10,000 70,000

(` in11 2017.00 Nil Nil

0.47) N.A. 6.42

alore, Karnatompany is tion, planters, a Industrial Aromoters of th

arments Limi

certificate ofe, Karnatakais to establish

earch centresrying on anyArea, Peenyahe Company

% of total share capital

14.214.214.214.214.214.214.2

100.0

n Lacs) 11-12

7.00 (2.56)

Nil (0.05) N.A. 6.34

aka. The CINto acquire by growers andArea, Peenyahe Company

ited

f .

h ,

y , .

29 29 29 29 29 29 29 00

N y d , .

3

The Shareho

Sr. No

Ca

1 Bo2 Pe3 Mr4 Mr

Gr

Brief Audit

Equity ShaShare AppReserves &Total IncomProfit AfteEarnings PNet Asset V

3. Scotts Meta

SMMPL waCIN of the Cengage in bincluding Soffice is situNaseer Ahm

Board of D

The Shareho

Sr. No

Ca

1 Mr2 Mr3 Mr4 Dr

Gr Brief Audit

Equity ShaShare AppReserves &

olding pattern

ategory

ombay Rayonedigree Constr. Naseer Ahmr. Prashant Arand Total

ted Financials

Partiare Capital at plication Mon& Surplus me

er Tax Per Share (`) Value Per Sha

als and Mines

as incorporatCompany is U

business and/Sponge Iron, uated at 481-Bmed is the pro

Directors

olding pattern

ategory

r. Naseer Ahmrs. Nuzhat Air. Ziaulla Shar. Sayed Anwrand Total

ted Financials

Partiare Capital at plication Mon& Surplus

n of SPPL as o

n Clothing Limtructions Privmed

Agarwal

s

iculars `100/- each ey

are (`)

s Private Lim ed on 10/06/U51420KA20/or manufactCast Iron, WB, IV Phase, Pomoter of the

1) M2) M3) M4) D

n of SMMPL

med isha Naseer

arief war

s

iculars `100/- each ey

on 31/07/201

mited ate Limited

mited (SMMP

/2005 with R05PTC036525ture in India

Wrought Iron Peenya Indus Company.

Mr. Naseer AhMrs. Nuzhat AMr. Ziaulla ShaDr. Sayed Anw

as on 31/07/

156

12 is as follow

2009-10

200.0328.3

(371.3148.7(93.7

N.A(85.6

PL)

Registrar of C5. The main o and elsewheand Mild Ste

strial Area, Ba

hmed Aisha Naseer arief

war

2012 is as fol

2009-10

1.059.0

N

ws:

No. of shaof ` 100/

2010-1

00 2030 323) (43471 15

74) (63A. N6) (117

Companies, Bobject of the cere, various veel and alliedangalore, Kar

llows:

No. of shaof ` 100/

2010-1

00 00 5

Nil

Scotts Ga

ares held /- each

99,500 99,500

500 500

2,00,000

(` in L11 20100.00 28.30 4.40) (59.50 3.07) N.A. 7.82)

Bangalore, Kacompany is tovarieties of Ird activities. Trnataka, India

ares held /- each

250 250 250 250

1,000

(` in L11 2011.00

59.00 Nil

arments Limi

% of total share capital

49.749.70.20.2

100.0

Lacs) 11-12

200.00 328.30

(376.28) 218.71 58.12 29.06

(88.14)

arnataka. Theo carry out orron and Steel

The registereda, 560058. Mr

% of total share capital

2222

100.0

Lacs) 11-12

1.00 59.00 (2.69)

ited

75 75 25 25 00

e r l

d .

25 25 25 25 00

4

5

Total IncomProfit AfteEarnings PNet Asset V

4. Scotts Infra

SIDPL was of the Compof InfrastrucBangalore -

Board of D

The Shareho

Sr. No

Ca

1 Mr2 Mr

Gr Brief Audit

Equity ShaShare AppReserves &Total IncomProfit AfteEarnings PNet Asset V

5. GFI Infrastr

GIPL was inof the ComInfrastructuBangalore, Kof the Comp

Board of D

Parti

me er Tax Per Share (`) Value Per Sha

astructure and

incorporatedpany is U4520cture. The reg 58. Mr. Nase

Directors

olding pattern

ategory

r. Naseer Ahmr. A.Arumughrand Total

ted Financials

Partiare Capital at plication Mon& Surplus me

er Tax Per Share (`) Value Per Sha

ructure Deve

ncorporated ompany is U1ure activities. Karnataka, Inpany.

Directors

iculars

are (`)

d Developme

d on 09/02/2002KA2007PTCgistered officer Ahmed is t

1) M2) M

n of SIDPL as

med ham

s

iculars `10/- each ey

are (`)

elopment Priv on 31/12/200

1320KA2008P The registere

ndia, 560058. M

1) M2) M

ent Private Li

007 with RegiC041738. The

ce is situated the promoter

Mr. Naseer AhMr. A. Arumug

s on 31/07/20

vate Limited

08 with RegisPTC048765. Ted office is sMr. Naseer A

Mr. Naseer AhMr. Prashant A

157

2009-10 N

(0.4N.A

(146.7

imited (SIDP

istrar of Come main object at 481-B, IV P

r of the Comp

hmed gham

012 is as follow

2009-10

1.0679.9

NN

(0.1N.A1.3

(GIPL)

strar of CompThe main objituated at 48

Ahmed and M

hmed Agarwal

2010-1

Nil 1) (0A. N

74) (157

PL)

mpanies, Bangof the compaPhase, Peeny

pany.

ws:

No. of shaof ` 10/-

2010-1

00 96 68

Nil Nil

8) (0A. 38

panies, Bangabject of the c

1-B, IV PhaseMr. Prashant A

Scotts Ga

11 201Nil

0.11) N.A. 7.88) (

alore, Karnatany is to carryya Industrial A

ares held - each

9,900 100

10,000

(`in L11 2011.00

85.66 Nil Nil

0.25) N.A 0.04

alore, Karnatcompany is e, Peenya IndAgarwal are t

arments Limi

11-12 Nil

(0.11) N.A.

(169.11)

taka. The CINy out businessArea, Peenya

% of total share capital

99.01.0

100.0

Lacs) 11-12

1.00 686.41 (1.14)

Nil (0.14)

N.A (1.37)

aka. The CINto carry out

dustrial Areathe promoters

ited

N s ,

00 00 00

N t , s

6

The Shareho

Sr. No

Ca

1 Mr2 Mr

Gr Brief Audit

Equity ShaReserves &Total IncomProfit AfteEarnings PNet Asset V

6. Coppers Co

CCRPL wasthe Companoffice is situAhmed and

Board of D

The Shareho

Sr. No

Ca

1 Mr2 Mr3 Mr4 B R

Gr Brief Audit

Equity ShaShare AppReserves &Total IncomProfit AfteEarnings PNet Asset V

olding pattern

ategory

r. Naseer Ahmr. Prashant Arand Total

ted Financials

Partiare Capital at & Surplus me

er Tax Per Share (`) Value Per Sha

oin Realty Pri

s incorporateny is U45201K

uated at 481-Bd Mr. Prashan

Directors

olding pattern

ategory

r. Naseer Ahmr. Janardhan Ar. Prashant AR Machine Torand Total

ted Financials

Partiare Capital at plication Mon& Surplus me

er Tax Per Share (`) Value Per Sha

n of GIPL as o

med Agarwal

s

iculars `10/- each

are (`)

ivate Limited

ed on 06/10/KA2009PTC0

B, IV Phase, Pnt Agarwal are

1) M2) M3) M

n of CCRPL a

med Agarwal

Agarwal ools Pvt. Ltd.

s

iculars `100/- each ey

are (`)

on 31/07/201

d (CCRPL)

2009 with Re051106. The ceenya Induste the promote

Mr. Naseer AhMr. A. ArumugMr. Awaiz Ahm

as on 16/07/2

158

12 is as follow

2009-10

1.0NN

(0.0N.A

(9.1

egistrar of Coompany is en

trial Area, Baners of the Com

hmed gham med

2012 is as follo

2009-10

1.02123.7

NN

(0.3N.A66.8

ws:

No. of shaof ` 10/-

2010-1

00 Nil Nil

5) (0A. N9) (11

ompanies, Bangaged in thengalore, Karnmpany.

ows:

No. of shaof ` 100/

(`2010-1

00 75 102

Nil Nil

3) (0A. N89 4

Scotts Ga

ares held - each

5,000 5,000

10,000

(` in L11 2011.00 Nil Nil

0.27) N.A. 1.90)

angalore, Karne realty businnataka, India,

ares held /- each

500 250 250

76,500 77,500

` in Lacs) 11 2011.00

23.75 1Nil Nil

0.26) N.A. 40.54

arments Limi

% of total share capital

50.050.0

100.0

Lacs) 11-12

1.00 (2.25)

Nil (0.06) N.A.

(12.46)

nataka. The Cness. The regi 560058. Mr. N

% of total share capital

0.60.30.3

98.7100.0

11-12

77.50 1486.75

114.06 Nil

(0.15) N.A.

247.18

ited

00 00 00

CIN of istered Naseer

65 32 32 71 00

7

8

The paid uF.Y.2011-12

7. Pedigree Co PCPL was iCompany isand Mrs. Faerecting andtake on leasregistered o

PCPL is onrepresentinglater it was The transacour companAffairs (MC

Board of D

The Shareho

Sr. No

Ca

1 Mr2 Mr3 Mr4 Mr5 Mr

Gr Brief Audit

Equity ShaReserves &Total IncomProfit AfteEarnings PNet Asset V

8. Scotts Appa

SAPL was iCompany iimporters a

p equity sha

onstruction P

incorporated s U45201KA1arida Dinyar d constructingse or otherwisoffice is situate

ne of the mag 18.07% equhived off from

ctions relatingny were peru

CA) as it was a

Directors

olding pattern

ategory

rs. Gomathi Rr. Naseer Ahmr. A. Arumugr.Wajid Khanr.Dastagir Sabrand Total

ted Financials

Partiare Capital at & Surplus me

er Tax Per Share (`) Value Per Sha

arels Pvt. Lim

incorporated is U18101KAand exporters

are capital of

Private Limite

on 04/02/198985PTC00667 Mody. The g structures, hse acquire or eed at No. 481

ajor shareholdity share capim our Compa

g to investmeused by SEBIan unlisted co

1) M2) M3) M

n of PCPL as

Rajam med gham n b

s

iculars `100/- each

are ( `)

mited (SAPL)

on 04/03/20A2005PTC0357s, wholesale a

the compan

ed (PCPL)

85 with Regis74. The subscrmain object houses, shedsexchange or t/B, IV Phase,

der of the Cital. PCPL waany. In F.Y.20

nt in equity s & the matteompany.

Mr. A. ArumugMr. M. ThiagarMr. Naseer Ah

on 31/07/201

05 with Regis757. The maand retail dea

159

ny has increas

strar of Compribers to the M of the Comps and other fitransfer any l, Peenya Indu

Company andas subsidiary 007-08, PCPL m

shares betweeer is being re

gham rajan

hmed

12 is as follow

No. of sha` 100/

2009-10

1.02534.7

89.034.3

3430.02,53,57

strar of Compin object of alers. The reg

sed from ` 1

panies, BangaMemorandumpany is to carxtures on lanand, building

ustrial Area, B

d it presently of our Compmade an inve

en PCPL, oureferred by SE

ws:

res held of /- each

900 98

2 398000 500000 899000

2010-1

00 73 25409 730 103 12973 2,54

panies, Bangathe compan

gistered office

Scotts Ga

1.00 lacs to `

alore, Karnatam were Mr.Dirry on the bu

nds or buildings of any tenuBangalore, Ka

y holds 48,31pany during Festment in ou

r Company aEBI to the Min

% of total capita

neg

(`in L11 2011.00

47.66 370.17 12.93 93.17 4,866

alore, Karnatany is businese is situated a

arments Limi

77.50 lacs

aka. The CINinyar Rustomusiness of bu

ngs and to purure whatsoevearnataka.

1,250 equity F.Y.2004 to 20r Company.

and the promnistry of Cor

share al

0.10 0.01

gligible 44.27 55.62

100.00

Lacs) 11-12

899.00 3885.05

73.64 12.84 1.43

532.15

aka. The CINs of manufaat 481/B, IV

ited

during

N of the m Mody uilding, rchase, er. The

shares 06 and

moter of rporate

N of the acturer,

Phase,

9

Peenya IndlMrs. Nuzha

Board of D

The Shareho

Sr. No

Ca

1 Mr2 Ms Gr

Brief Audit

ParticularsEquity ShaReserves &Total IncomProfit AfteEarnings PNet Asset V

9. Scotts Fashi

SFPL was inCompany iimporters aPeenya Indl

Board of D

The Shareho

Sr. No

Ca

1 Mr2 Mr Gr

Brief Audit

ParticularsEquity ShaShare App

l Area, Peeny

at Aisha Nase

Directors

olding pattern

ategory

r. Naseer Ahms. Nuzhat Aisrand Total

ted Financials

s are Capital at & Surplus me

er Tax Per Share (`) Value Per Sha

ions Private L

ncorporated ois U18101KAand exportersl Area, Peeny

Directors

olding pattern

ategory

r. Naseer Ahmr. A. Arumugrand Total

ted Financials

s are Capital at plication Mon

ya, Bangalore eer.

1) Mr. N2) Mrs. N3) Mr. A4) Mr. A

n as on 31/07

med sha Naseer

s

`100/- each

are (`)

Limited (SFP

on 01/03/200A2002PTC0301s, wholesale aya, Bangalore

1) Mr. N2) Ms. N3) Mr. Th

n as on 31/07

med gham

s

`10/- each ey

- 560 058. Th

Naseer AhmedNuzhat Aisha

A. ArumughamAman Agarwa

7/2012 is as fo

PL)

02 with Regis184. The maand retail dea- 560 058. The

Naseer AhmedNuzhat Aisha

hiagarajan

7/2012 is as fo

160

he present pro

d a Naseer m al

ollows:

2009-10 1.0NN

(0.1N.

(172.2

strar of Compin object of alers. The rege present prom

d Naseer

ollows:

2009-10 1.0

1104.6

omoters of SA

No. of shaof ` 100/- e

2010-11 00

Nil Nil

7) (0.A

25) (188

panies, Bangathe compan

gistered officemoter of SFPL

No. of shaof ` 10/- ea

2010-100 67 110

Scotts Ga

APL are Mr. N

ares held ach

%sh

500 500

1000

2011-11.00 Nil Nil

0.15) N.A 8.05) (

alore, Karnatany is businese is situated aL is Mr. Nase

ares held ch

%sh

9900 100

10,000

11 2011.00

04.67 1

arments Limi

Naseer Ahme

% of totahare capital

50.050.0

100.0

(` in Lacs12

1.00 (3.09)

Nil (0.22)

N.A (209.84)

aka. The CINs of manufaat 481/B, IV

eer Ahmed.

% of totahare capital

99.01.0

100.0

(` in Lacs11-12

1.00 1104.67

ited

ed and

al

00 00 00

)

N of the acturer,

Phase,

al

00 00 00

)

1

1

ParticularsReserves &Total IncomProfit AfteEarnings PNet Asset V

10. Scotts We SWPL was iCompany iimporters aPeenya Indl

Board of D

The Shareho

Sr. No

Ca

1 Mr2 Mr

Gr

Brief Audit

ParticularsEquity ShaReserves &Total IncomProfit AfteEarnings PNet Asset V

11. Scotts Kn

SKPL was iCompany iimporters aHomes, 7th M

Board of D

s

& Surplus me

er Tax Per Share (`) Value Per Sha

ears Private L

incorporated is U18101KAand exportersl Area, Peeny

Directors

olding pattern

ategory

r. Arumughar. Thiagarajan

rand Total

ted Financials

s are Capital at & Surplus me

er Tax Per Share (`) Value Per Sha

nits Private Li

ncorporated is U18101KAand exportersMain Road, P

Directors

are (`)

Limited

on 23/07/20A2008PTC0472s, wholesale aya, Bangalore

1) Mr. N2) Mr. A3) Mr. T

n as on 31/07

am n

s

`100/- each

are (`)

imited

on 24/10/200A2008PTC0481s, wholesale aPuttenahalli, J

1) Mr. N2) Mr. A3) Mr. Th

008 with Regi262. The maand retail dea- 560 058.

Naseer AhmeA. ArumughaThiagarajan

7/2012 is as fo

08 with Regis104. The maand retail deaJ.P. Nagar, VI

Naseer AhmedArumugham

hiagarajan

161

2009-10 NN

(0.3N.A

(2.7

strar of Compin object of alers. The reg

ed am

ollows:

2009-10 1.0NN

(0.2N

37.5

strar of Compin object of alers. The regI Phase, Bang

d

2010-1

Nil Nil

1) (0A. N

70) (3

panies, Bangathe compan

gistered office

No. of shaof ` 100/- e

2010-11 00

Nil Nil

5) (0NA

56 2

panies, Bangathe compan

gistered officegalore – 56007

Scotts Ga

11 201Nil Nil

0.15) N.A. 3.81)

alore, Karnatany is businese is situated a

ares held ach

%sh

500 500

1000

(` in L2011-1

1.00 Nil Nil

0.18) NA

23.00

alore, Karnatany is businese is situated a78.

arments Limi

11-12 (1.71)

Nil (0.27) N.A.

(7.14)

aka. The CINs of manufaat 481/B, IV

% of totahare capital

50.050.0

100.0

Lacs) 12

1.00 (0.88)

Nil (0.19)

NA 12.25

aka. The CINs of manufaat F-3, Padma

ited

N of the acturer,

Phase,

al

00 00

00

N of the acturer, avathy

12.

The Shareho

Sr. No

Ca

1 Mr2 Mr

Gr

Brief Audit

ParticularsEquity ShaReserves &Total IncomProfit AfteEarnings PNet Asset V

Inmark Ret

IRPL wasof Compaand a freU18101KAbrands suregistered

Board of D

The Shareho

Sr. No

Ca

1 Sc2 Mo3 MA4 Mr5 Mr6 Mr7 Mr

Gr

Brief Audit

ParticularsEquity Sha

olding pattern

ategory

r. A. Arumugr. Thiagarajan

rand Total

ted Financials

s are Capital at & Surplus me

er Tax Per Share (`) Value Per Sha

tail Private Li

s originally inanies, Bangaloesh certificatA2008PTC047uch as Amari,d office is situ

Directors

olding pattern

ategory

otts Garmentonsoon Real EAF Knits r. Naseer Ahmr. Munnavar r. Faizal Jaliwr. Arumugharand Total

ted Financials

s are Capital at

n as on 16/07

gham n

s

` 100/- each

are (`)

imited (IRPL

ncorporated oore, Karnatakte of incorpo7261. The com, Urban Nomated at 481/B

Mr. NMr. AMr. Th

n as on 16/07

ts Ltd. Estate Pvt. Lt

med Jaliwala

wala am

s

` 100/- each

7/2012 is as fo

L)

on 23/07/2008ka. The name oration was

mpany is in thmad, Alibi, SluB, IV Phase, P

Naseer AhmedArumugham

hiagarajan

7/2012 is as fo

td.

162

ollows:

2009-10 1.0NN

(0.2N

24.0

8 in the nameof the compa issued on 1he business oub and Tickle

Peenya Indl A

d

ollows:

2009-10 1.0

No. of shaof ` 100/- e

2010-11 00

Nil Nil

6) (0NA

02 1

e of Scotts Drny was chang19/10/2011.

of sale of reades through itsrea, Peenya, B

No. of shaof ` 100/- e

2010-11 00

Scotts Ga

ares held ach

%sh

500 500

1000

(` in L2011-1

1.00 Nil Nil

0.20) NA

10.36

resses Privateged to InmarkThe CIN of

dymade garms retail outletBangalore - 56

ares held ach

%sh

2,70,000 2,00,000 1,00,000

40,500 12,500 12,500

500 6,36,000

(` in 2011-1

1.00

arments Limi

% of totahare capital

50.050.0

100.0

Lacs) 12

1.00 (1.12)

Nil (0.37)

NA (12.28)

e Ltd with Rek Retail Privaf the Comp

ments under vts in Bangalor60 058. -.

% of totahare capital

42.431.415.76.31.91.90.0

100.0

Lacs) 12

636.00

ited

al

00 00

00

egistrar ate Ltd. any is

various re. The

al

45 45 72 37 97 97 07 00

ParticularsReserves &Total IncomProfit AfteEarnings PNet Asset V

Common Pu Except for Limited we Further, themeeting forexceeds ` 1entity durinpersonal gurefrain from Defunct Pro There are no Business in Presently, w Interest of P

Our promotand the reimdeemed to bcompanies orefer Related Except as m Payment or Other than Company o Company/f Our promothree years Related Par The details

s

& Surplus me

er Tax Per Share (`) Value Per Sha

ursuits

the sale of R do not have a

e Company har the period o0.00 crores an

ng the period uarantee give

m voting in res

omoter Grou

o defunct Pro

nterest among

we do not hav

Promoter

ters may be dmbursement be interestedof which anyd Party Trans

mentioned abo

r benefit to Pr

the salary aon shares held

irm from wh

ter has not dexcept for CK

rty Transactio

of related par

are (`)

Ready Made any common

as agreed to sof 5 years in rnd every tran of one financen by the Prspect of such

p Companies

omoter Group

gst group com

ve any busines

deemed to beof expenses, to the exten of them is a saction appea

ove the promo

romoter of th

and remunerd by them, the

hich the prom

disassociated KM Investmen

ons as per Au

rty transaction

Garments to pursuits with

seek shareholregard to evernsaction withcial year exceromoter(s)/Pr resolutions a

s

p companies.

mpanies

ss interest in

e interested to if any, payabt of the share partner and aaring on page

oter do not ha

he Issuer Com

ration of theere are no pay

moter have dis

himself withnts Limited

udited Financ

ns please refe

163

2009-10 NN

(0.2N

26.9

o one of our h any of our g

lders approvary transaction

h related partyeeds ` 20.00 cromoter Grou

as mentioned

our group co

o the extent oble to them ues, if any, hela director/m no 197 of thi

ave any intere

mpany

e Promoter Dyment or bene

sassociated th

h any of our g

cial Statemen

er to page no.

2010-11

Nil Nil

5) (7NA

91 (685

group compgroup compa

al through pon with relatedy wherein therores excludiup. The promabove.

mpanies

of the remuneunder the artild by them oember respecs Offer Docum

est in the busi

Directors, divefit to promot

hemselves du

group compa

nts

197 of this Re

Scotts Ga

2011-1Nil Nil

7.16) NA

5.07)

panies i.e. Inmnies

ostal ballot rod party(ies) we aggregate aing the appromoter(s) of t

eration for thicles. The Pror by the relat

ctively. For fument.

iness of the co

vidend, if anter of the Com

uring precedi

anies/firm du

ed Herring Pr

arments Limi

12 307.84 219.85 (89.39)

NA 148.40

mark Retail P

oute and/or gwherein the aamount to onovals relating the Company

he services renomoter may atives or by fir

urther details

ompany.

ny declared bmpany.

ing three year

uring the pre

rospectus.

ited

Private

general amount ne such to any y shall

ndered also be rms or please

by the

rs

ceding

CURRENCY In this RHPDollars”, an Any percenAnalysis of been calculStatements p For the convin Lacs (Rup

Y OF PRESE

P, all referencend “US$” are

ntage amoun Financial Conated on the prepared as p

venience of thpees in Hund

NTATION

es to ` or “Ruto the legal cu

nts, as set fondition and Rbasis of our

per Indian GA

he Shareholdedred Thousan

upees” “`” arurrency of the

orth in “RiskResults of Ope

financial statAAP.

ers, as far as pds).

164

re to the legae United State

k Factors”, “erations” etc.tements prep

possible the r

l currency of es.

“Business”, “ in the RHP, u

pared in acco

reporting unit

Scotts Ga

India and all

“Managemenunless otherw

ordance with

t has been ma

arments Limi

l references to

t’s Discussiowise indicated Restated Fin

aintained as R

ited

o “U.S.

on and d, have nancial

Rupees

The Board members orecommendliquidity of dividend, asetc. Dividend wrecommendif it conside

We have de

Financ201201200

of Directors of the compdations for th the companys well as exem

will be declaredation by the rs justified by

eclared divide

ial Year 1-12 0-11

09-10

of the company. The fa

he dividend iny, need for remptions unde

ed and approBoard. The B

y the profits g

end for the las

Divide101010

DIVID

pany may, atactors that mncludes but n

eserving resouer tax laws av

oved at the ABoard may alsgenerated by t

st 3 consecuti

end paid 0% 0% 0%

165

DEND POLIC

t its discretiomay be consnot limited tources for futu

vailable to var

Annual Generso from time tthe company

ve years and

CY

on, recommesidered by to profits/earure growth, arious categori

ral Meeting oto time pay to.

the details of

Scotts Ga

end dividendthe Board bnings during

applicable taxies of investor

of the sharehoo the membe

f the same are

arments Limi

d to be paid before making the financiaxes including rs from time t

olders based rs interim div

e as under:

ited

to the ng any al year, tax on to time

on the vidend

To, The BoardScotts Gar481-B, IVtBangalore 1. We ha

the Boof Sch(Issuetermsconne

The pmana

2. We haBalan2010 ton thaour opas per2009, accougive a

3. We h

Compand 3restatfor th2011, Statemfor thstatemthe peconduMarchThe fMarchexpreexpre

4. Based

givenstand

(A

d of Directorsrments Ltd th Phase, Peene – 560 058.

ave examinedoard of Direchedule II of te of Capital as of our engaection with th

preparation anagement.

ave, in terms nce Sheet of Mthe Statementat date, whichpinion and tor the reliance and 31st Ma

unts give the a true and fair

have examinepany as at 31s

31st March, 2ted ( Annexurhe period end 31st March, 2ments’. Theshe period endments for the eriod ended ucted by us anh, 2008 was cinancial inforh 31, 2008 ar

essing our opiessly stated in

d on the abovn to us, we ha

alone financia

SEC

As required by

s,

nya Industria

d the attachedctors of the Cthe Companiend Disclosureagement agre

he proposed E

nd presentatio

of Securities M/s SCOTTS G

t of Profit andh have been ao the best of oe placed on tharch 2008 subinformation r view in conf

ed the attachst October, 20008 ( Annexure II) and the

ded 31st Octob2010, 31st Marse Summary Sded 31st Octo period ended31st October,nd audit for t

conducted by rmation inclure based on inion and rep

n the following

ve, we report ave found theal information

TION IV: FIN

AUDITy Part II of Sc

al Area,

d financial infompany prepes Act, 1956 (e Requiremeneed with you

Equity offerin

on of these fin

and ExchangGARMENTS d Loss and theaudited by Mour informatihe reports forbmitted by trequired by tformity with

ed ‘Summary012, 31st Marchure I) and thattached ‘Sum

ber, 2012, for rch, 2009 & 31Statements haober, 2012, Md 31st March, 2012 financi

the financial y the statutoryuded for the reports subm

porting on varg paragraphs

that in our ope same to be n.

166

PART II NANCIAL ST

TORS’ REPOchedule II to t

formation of pared in term(the Act) andnts) Regulatiou in accordan

ng.

nancial inform

ge Board of In LTD as at 31e Cash Flow S

M/s Siddaiah &ion and accorr the financiathe Statutorythe Companithe accountin

y Statement h, 2012, 31st Mhe attached ‘ mmary Statemthe financial

1st March, 200ave been extra

March 31, 20122011, 31St Maial year endeyear ended My auditors, M financial yea

mitted by therious restateds.

pinion and ac correct and

TATEMENT

ORT he Companie

SCOTTS GAms of the requd the Securitieons, 2009, as nce with our

mation is the

ndia (ICDR) Rst October 201Statement of & Ram, Chartrding to the eal year endingy Auditors, Mies Act, 1956,ng principle g

of Assets anMarch, 2011, 3 Summary S

ment of Cash years ended 08 together reacted from th2 and 31st Maarch, 2009 & 3d 31st March

March 31st MaM/s, Siddaiah

ar ended Maem and haved financial inf

ccording to ththe same hav

Scotts Ga

TS

es Act, 1956)

ARMENTS Luirements of Pes and Exchaamended (SEr letter dated

responsibility

Regulations, 212, 31st Marchthe Companytered Accoun

explanation gig on 31st MarM/s Siddaiah, in the manngenerally acce

nd Liabilities’31st March, 20tatement of P Flow’ as resta on 31st Marceferred to as ‘e re-audited farch 2010 an31st March, 20h, 2012 and 31arch, 2011, 31s

& Ram, Chararch 31, 2011,e been relied formation and

he informatiove been accor

arments Limi

TD as approvParagraph B, ange Board ofEBI Regulatiod 10th July, 2

y of the Com

2009 re- audith, 2012 & 31st y for the year ntants, Bangaliven to us, an

rch 2011, 31st h & Ram, thner so requireepted in India

’ as restated 010, 31st MarchProfit and Loated ( Annexu

ch, 2012, 31st M‘Restated Sumfinancial state

nd audited fin008. The re-au1st March 201st March, 2009rtered Accoun, March 31, 2 upon by usd annexures t

on and explanrdingly used

ited

ved by Part II f India

on) and 2010 in

mpany’s

ted the March ended lore. In nd also March

he said ed and a.

of the h, 2009 oss’ as ure III) March, mmary ements nancial udit for 10 was 9 & 31st ntants. 2009 & s while thereof

nations in the

5. Based

Sidda

i) Theand Nstatem

ii) Thmakinwhich

iii) Thextent2008 GarmFebru

1.re

2.

3.qu

6. Other

We hthe mendedMarch

a)

b)

c)

d)

e)

f)

g)

h)

i)

j)

k)

l)

m)

n)

o)

p)

d on above anaiah & Ram, C

e ‘Summary SNotes to Accments

he profits havng such adjuh they relate.

he accounts at of merger e& 31st March

ments Ltd is 2uary, 2010, sin

. There haveespective fina

. There have b

. There are nualification re

r Financial Inf

ave also exammanagement ad 31st Octoberh, 2008.

Annexur

Annexur

Annexur

Annexur

Annexur

Annexur

Annexur

Annexur

Annexur

Annexur

Annexur

Annexur

) Annexur

Annexur

Annexur

Annexur

nd also as perChartered Acc

Statements’ hcounts given

ve been arrivustment and r

as given in thffect has beenh, 2009 as th2nd February, nce:

e been no adancial years.

been no mate

no extra ordiequiring adju

formation

mined the foland approver, 2012, 31st M

re IV - Signifi

re V- Stateme

re VI- Statem

re VII(a)- Stat

re VII(b)- Stat

re VII( c)- Det

re VIII- Statem

re IX- Stateme

re X- Stateme

re XI- Stateme

re XII - Statem

re XIII- Statem

re XIV- Statem

re XV- Statem

re XVI- Statem

re XVII- State

r the reliance countants for

have to be rea in Annexur

ved at after regroupings

he enclosed n given in res

he effective d 2008 as per

djustments fo

rial adjustme

nary items thustments.

llowing otherd by the Boa

March, 2012, 3

icant Account

ent of Share ca

ent of Reserv

tement of Lon

tement of Sho

tails of terms

ment of Tang

ent of Trade

ent of Long ter

ent of Short te

ment of Invest

ment of Inven

ment of Cash

ment of Other

ment of Trade

ement of Othe

167

placed on the the respectiv

ad in conjunce IV as well

charging allas in our op

statements dstated summa

date of amalg the order of

or the chang

ents in the res

hat need to b

r financial infard of Direct31st March, 20

ting Policies &

apital

ves & Surplus

ng term borro

ort term borro

and conditio

gible assets &

receivables

rm loans & ad

erm loans & a

tments.

ntories.

& Cash Equi

Current Asse

e payables.

er Current Li

e reports sub

ve periods and

ction with thel as with the

l expenses inpinion are app

do not requireary statementgamation of Af Hon’ble hig

ges in accoun

pective finan

be disclosed

formation settors relating 011, 31st Mar

& Notes on re

.

owings

owings

ns of Secured

Intangible as

dvances

advances

valent.

ets.

abilities

Scotts Ga

mitted by thed year we stat

e Significant e Audit repo

ncluding deppropriate in

e any restatets for the yeaArora Fashiogh court of K

nting polices

ncial years to w

separately in

t out in Anneto the Compch, 2010, 31st

estated financ

d loans.

ssets

arments Limi

e previous aute that:

Accounting Port on the fin

preciation andthe year/per

ement except r ended 31st M

ons Ltd with Karnataka da

s retrospectiv

which they re

n the accoun

exures prepapany for the March, 2009

cial statement

ited

uditors,

Polices nancial

d after riod to

to the March, Scotts

ated 6th

vely in

elate.

nts and

red by period

9 & 31st

ts.

q)

r)

s)

t)

u)

v)

w)

x)

y)

z)

7. In ou‘OtheAccouMarchin acc

8. This rprevioStatem

This conneany o

For G ACharter

Sd N. Raam

Name oPartner MembeFirm Re

Annexur

Annexur

Annexur

Annexur

Annexur

Annexur

) Annexur

Annexur

Annexur

Annexur

ur opinion, thr Financial Inunts appearinh 2012, 31st Mcordance with

report shouldous audit repments referred

report is inteection with thther purpose

Anantha & Cored Accountan

d/-

ma Prasad of the Auditor rship No.: 200

egistration No

re XVIII- State

re XIX- Statem

re XX - Statem

re XXI - Statem

re XXII - State

re XXIII - Stat

re XXIV – Sta

re XXV - State

re XXVI - Sta

re XXVII - Sta

he ‘Financialnformation’ mng in Annexu

March 2011, 31h Part II of sch

d, in any waports by us nd to herein.

ended solelyhe proposed I without our

o., nts

r

0/029621 o: 005160S

ement of Oth

ment of Short

ment of Other

ment of Othe

ement of Tax

tement of Div

atement of Key

ement of Cap

atement of Re

atement of Co

l Informationmentioned aboure IV & the 1st March, 201hedule II of th

ay, neither benor should thi

y for your inPO of the Coprior written

168

her long term

Term Provis

r Income.

er expenses.

Shelter

vidend Paid

y Accounting

pitalization

lated Party Tr

ontingent Liab

n as per Re-aove read withaudit report

10, 31st Marchhe Act, and th

e construed ais be constru

nformation anmpany and is

n consent.

liabilities.

ions.

g Ratios

ransaction

bilities.

audited/Audh Significant A for the perioh 2009 & 31st Mhe SEBI Regul

as a re-issuaned as a new

nd for incluss not to be us

Place Date:

Scotts Ga

dited FinanciAccounting Pod ended 31st

March, 2008 hlations.

nce nor re-daopinion on a

sion in the Osed, referred t

: Bangalore 10/01/2013

arments Limi

ial Statementolicies and Nt October, 201have been pre

ating of any any of the Fin

Offer Documto or distribu

ited

ts’ and Notes to

12, 31st epared

of the nancial

ment in ted for

ANNEXU SUMMAR

ParticulaNon-curFixed ass Tangible Intangib Capital progressNon-curInvestm Investm instrum Long teradvance Total noassets Current InventorTrade ReCash andequivaleShort-teradvanceOther cuTotal cu Non-curLong-terDeferred(net) Other lonliabilities Total noliabilitieCurrent Short terTrade paOther cuShort-terTotal cuNet Wor

URE I

RY STATEM

ars rrent assets sets e assets ble assets work-in-

s rrent

ments ments in Equitments

rm loans ands

on-current

assets ries eceivables d cash

ents rm loans and s

urrent assets rrent assets

rrent liabilitierm borrowingd tax liabilitie

ng term s

on-current es liabilities rm borrowingayables urrent liabilitirm provisionsrrent liabilitirth

MENT OF ASS

31st Octobe

2012

16,403 1,045

4,975

y 5,069

598

28,092

22,268 6,804

620

2027 2,531 34,252

es gs 8,414s

1,233

289

9,936

gs 19,104 3645

es 3746s 1587ies 28,084

24,323

SETS AND L

er,

31stMarch

2012

3.71 16,345.12 1,47

5.40 2,45

9.64 5,01 -

8.73 58

2.61 25,87

8.66 21,684.47 7,59

0.66 55

7.21 2,041.06 2,912.05 34,80

4.27 7,32

3.26 1,20

9.12 224

6.65 8,75

4.08 18,075.96 6,856.80 3,037.79 1,164.63 29,133.38 22,784

169

LIABILITIES,

t h, 2

31sMarc

201

6.42 11,895.46 2,21

3.48 1,64

8.84 2,66

1.23 62

75.43 19,04

8.99 16,572.33 7,99

2.76 73

8.68 2,467.94 2,420.70 30,19

6.63 5,30

8.02 77

4.99 22

9.64 6,30

9.52 17,332.18 6,703.95 2,526.59 932.24 27,504.25 15,42

, AS RESTAT

st ch,

11

31Mar

201

90.56 11,2413.18 2,95

45.63 1

65.00 1,66

29.17 50

43.54 16,37

76.29 11,1496.17 7,89

38.53 48

67.62 3,5120.48 1,8299.09 24,87

05.53 5,14

75.17 87

28.38 17

09.08 6,19

35.64 11,8808.40 6,2325.85 2,3634.88 1,5804.77 22,0728.78 12,98

Scotts Ga

TED

st rch, 10

31sMar

200

42.26 8,7750.92 3,68

16.78 5

65.00 1,66

02.65 47

77.61 14,65

48.51 8,1398.89 8,49

84.32 60

11.07 1,7129.95 7972.74 19,74

43.58 4,58

76.20 38

74.94 10

94.72 5,08

86.67 9,5235.85 5,2566.85 2,1981.00 1,0770.37 18,0685.26 11,26

arments Limi

(` ist ch,

09

31Mar

200

77.11 7,488.65 3,6

50.82 1

65.00 8

72.69 3

54.27 12,4

34.25 4,996.53 7,6

02.21 5

19.08 1,897.90 849.97 15,8

86.01 7,3

88.01

08.63

82.65 7,4

29.61 6,955.91 3,598.05 1,177.46 1,761.03 13,460.56 7,4

ited

in lacs) 1st rch, 08

441.88 688.65

112.93

887.00

338.83

469.29

947.80 691.05

579.07

817.21 846.83 881.96

306.11

97.47

39.42

443.00

964.42 591.72 182.63 728.35 467.12 441.13

Particula Net worby: SharehoShare Ca

Equity shReservesSecuritieAmalgamProfit anNet wor

ANNEXU

SUMMAR

ParticulaRevenueOther inTotal rev EXPENSCost of rcomponeChangedfinished traded gOther ex Total expEarningstax, depramortizaDepreciaFinance Profit beLess: TaxCurrent Deferredcharge Total taxProfit af

ars

th represente

olders Funds apital

hare capital s & surplus

es premium mation reserv

nd loss accounth

URE II

RY STATEM

ars e from operaticome venue

SES raw material aents consumed in inventori goods and

goods xpenses

penditure s before interreciation andation (EBITDation charges efore tax x expense tax expense

d tax (credit)/

x expense fter taxation

31st

Octobe2012

ed

2,673

2,496ve 40nt 19,112

24,323

MENT OF PRO

31sOctob

201ions 32,93

59 33,53

and ed 17,84ies of

39 10,02

2826rest,

d DA) 5,26

115 1,11 2,99

92/

2 94 204

er,

31stMarch

2012

3.83 2,67

6.96 2,490.00 42.59 17,573.38 22,784

OFIT AND L

st ber, 12

31Mar

2019.87 50,0

93.43 6,53.31 56,6

46.06 29,0

95.77 (3,5327.38 17,3

69.23 42,8

64.08 13,758.90 1,44.98 2,0

90.20 10,2

23.93 1,4

25.23 449.15 1,841.05 8,4

170

t h, 2

31sMarc

201

3.83 2,67

6.96 2,490.00 43.46 10,214.25 15,42

LOSSES, AS R

st rch, 12

31Mar

201025.46 49,52587.83 84613.29 50,37

019.10 22,11

38.98) 56372.02 20,02

852.13 42,70

761.16 7,67442.12 1,45082.23 1,49236.81 4,72

400.00 1,33

432.85 (10832.85 1,23403.95 3,49

st ch,

11

31Mar

201

73.83 2,67

96.96 2,4940.00 417.99 7,7728.78 12,98

RESTATED

1st rch, 11

31sMarc

20127.73 43,0147.14 4174.88 43,435

12.77 22,14

69.44 (2,51722.64 16,60

04.85 36,22

70.02 7,2052.06 1,2391.41 1,64426.55 4,324

34.53 1,05

1.03) 4833.50 1,5493.06 2,784

Scotts Ga

st rch, 10

31sMar

200

73.83 2,67

96.96 2,4940.00 474.47 6,0485.26 11,26

st ch,

10

31sMarc

2007.07 36,388.91 1,055.98 37,44

2.10 20,23

7.85) (2,1172.70 13,38

6.95 31,49

9.03 5,949.81 994.61 1,234.61 3,72

2.18 70

8.19 290.37 994.24 2,72

arments Limi

st ch,

09

31Mar

200

73.83 2,4

96.96 1,240.00 49.77 3,660.56 7,4

(` ist ch, 9

31Mar

20087.70 33,155.86 143.56 33,2

32.41 17,6

7.39) (7581.50 11,1

96.52 28,0

47.04 5,290.34 836.19 820.51 3,5

08.09 1,0

90.54 198.63 1,221.88 2,2

ited

1st rch, 08

473.83

296.96 40.00

630.34 441.13

in lacs) 1st rch, 08 113.23 162.72 275.95

651.62

50.28) 161.83

063.17

212.78 851.87 851.28 509.63

097.50

187.42 284.92 224.71

ANNEXU

SUMMAR

ParticulaA. Cash activitieNet Profperiod itextraordAdjustmDeprecian Finance on variatexchange

Bad debtProfit onassets Loss on SinvestmeDividendgain OperatinworkingAdjustmIncrease Increase trade payDecreasetrade rec(Increaseloans & aIncome trefund) Net cash(utilizedactivitieB. Cash investinPurchasePurchaseinvestmeSale of ninvestmeDividendCapital S

URE III

RY STATEM

ars flow operatis fit before priotem, tax and

dinary items ment for: ation/amortis

charges & lotion on foreige rates

ts written off n sale of fixed

Sale of ent d income/cap

ng profit befog capital changment for:

in inventorie / ( decrease yables e / ( increase ceivables e)/Decrease iadvances taxes paid ( n

h generated / d) from operas flow from

ng activities e of fixed assee of non-curreent

non-current ent d Received Subsidy

MENT OF CA

31st O2

ng

or

satio

ss gn

pital

re ges

es ) in

( ) in

n

net of

ating

ets (ent

SH FLOWS A

October, 012

M

2990.20 1

1158.90

1114.98

-

-

-

(

5264.08

(579.66) (

2798.01)

787.87

390.85

(205.10) (

2860.03

3766.92) (

(50.80) (

- -

28.36

171

AS RESTATE

31st March,

2012 M

10,236.81 4

1,442.12 1

1,643.91 1

0.42

-

-

(5,998.07)

7,325.19 7

(5,112.70) (5,

341.66

140.74 (

232.52 (

(1,028.12) (1,

1,899.29

(6,785.09) (3,

(4,972.06)

8,359.28 48.90 78.29

ED

31st March,

2011

3M

2

4,726.55 4,3

1,452.06 1,2

1,491.41 1,6

-

-

-

(49.80) (

7,620.22 7,1

,427.78) (3,0

744.16 1,0

(679.19) (8

(832.14) (1,2

,431.17) (7

(5.90) 2,4

,728.18) (3,7

-

- 49.80 -

Scotts Ga

31st March,

2010

31Ma

20

324.61 3,7

239.81 1,0

644.61 1,2

15.26

(86

(49.80) (6

174.49 5,0

014.27) (3,18

078.93 8

805.08) 1

265.63) (1,00

740.44) (74

428.00 1,1

730.71) (2,75

49.80 -

arments Limi

(`

1st arch, 009

3Ma

20

720.51 3,

014.26

236.20

(1.55)

69.43)

60.00) (1

039.99 5,

86.44) (1,3

879.43

128.12 (3,6

06.92)

45.56) (1,4

108.62 (1,0

51.39) (2,4

91.43 (5,4 60.00 -

ited

` in lacs) 31st arch, 008

,509.63

851.88

851.28

2.27

(20.02)

184.88)

,010.16

376.39)

369.92

664.72)

25.00

444.26)

080.29)

437.45)

433.98) 24.88 -

ParticulaNet cashinvestinC. Cash activitieInterest pIncrease Share pr( Repaymproceedsborrowin DividenddistributInterest i( Repaymproceedsloans Net cash(utilisedactivitieNet Incrin cash aequivaleCash anequivalebeginninCash anequivaleof the ye

ars h utilized ng activities from Financis paid in share capi

remium receivments) / s of long termngs

d & dividendtion tax income receivments) / s of unsecure

h generated frd in) financins

rease / ( decreand cash ents d cash ents at the ng of the yead cash ents at the enear

31st O

2

(3ing

(1ital ved

m

d

ved

d

rom/ ng

ease)

r

nd

October, 012

M

3,789.36) (

1,114.98) (

- -

2112.21

- -

-

997.23

67.90

552.76

620.66

172

31st March,

2012 M

(3,270.68) (3,

(1,556.35) (1,

- -

3,053.74 5

(311.79) (-

-

1,185.60 3

(185.79)

738.54

552.76

31st

March, 2011

3M

2

,678.38) (3,6

,491.41) (1,6

- -

5,741.70 3,0

(311.79) (3-

-

3,938.50 1,1

254.22 (1

484.32 6

738.54 4

Scotts Ga

31st March,

2010

31Ma

20

680.91) (2,59

644.61) (1,23

- 2- 1,2

092.46 3,1

312.82) (28-

- (1,51

135.03 1,5

117.88)

602.21 5

484.33 6

arments Limi

1st arch, 009

3Ma

20

99.96) (7,8

36.20) (8200.00 1,200.00 1,

150.69 5,

89.43) (1-

10.65) 1,

514.41 8,

23.07 (7

579.13 1,

602.20

ited

31st arch, 008

846.55)

851.28) ,112.50 ,297.00

,148.93

155.20) 159.70

,510.70

,222.35

704.49)

,283.62

579.13

Ann

I.

nexure IV

STATEMEN

Basis of Prep The Financiaaccounting icomplies wiapplicable.

Use of Estim The preparagenerally acreported amamount of rresults and e

Fixed Assets Tangible assasset to its w Intangible as (i) when it

flow to t(ii) cost of thIntangible as Depreciation Depreciationprescribed inacquired duput to use. The goodwil

Impairment An asset is trimpairment identified asreversed if th

Inventories: Inventories weighted av

NT OF SIGN

paration of Fin

al Statementsin accordanceith the accoun

mates:

ation of the fccepted in In

mounts of asserevenue and estimates are r

s:

sets are statedworking condi

ssets are recog

is probable tthe Companyhe asset is messets are meas

n/Amortisatio

n has been pn the Scheduring the year

ll is amortised

of Assets:

reated as imploss is charges impaired. There has been

are valued aerage cost. Ob

NIFICANT AC

nancial Statem

s are preparee with the Genting standar

financial statndia requires ets and liabilexpenses durecognised in

d at their origition for its in

gnized;

hat the futury; and easured reliabsured initially

on:

rovided folloule XIV of ther has been pr

d over the per

paired when ted off to the SThe impairm

n a change in t

at lower of cbsolete, defec

173

CCOUNTING

ments:

ed under the enerally Acceprds prescribe

tements is in estimates anities on the dring the repo

n the period in

ginal cost plusntended use.

e economic b

bly. y at cost.

owing Writtee Companies

rovided pro-r

riod of five ye

he carrying cStatement of Pment loss reco

the estimate o

cost or net rctive and unse

G POLICIES

historical copted Account

ed under Com

n conformity nd assumptiodate of the finorting periodn which the re

s all costs dire

benefits that a

en Down Vals Act, 1956. Drata from the

ears

ost of assets eProfit and Losognized in pof recoverable

realizable valerviceable sto

Scotts Ga

AND PRACT

ost concept ating Policy (Gmpanies Act,

with the accons to be mnancial statem

d. Difference esults are kno

ectly attributa

are attributab

ue (WDV) mDepreciation date such as

exceeds its recss in the year prior year ace amount.

lue. The costocks are duly

arments Limi

TICES

nd accrual bGAAP) in Ind 1956, to the

counting stanmade that affe

ments and rebetween the

own or mater

able to bringi

ble to the asse

method, at thein respect of

ssets are acqu

coverable val in which an accounting per

t is determin provided for

ited

basis of dia and extent

ndards ect the

eported actual

rialise.

ing the

ets will

e rates f assets uired /

lue. An asset is riod is

ned on r.

Investments Long Term investment iCurrent inve

Revenue Rec Domestic annet after trad Foreign Curr (i) Foreign

foreign c(ii) Foreign

rate prev(iii) Foreign

transacti The exchangitems at rateexpense in th- term foreigcapital asset

Employee Be i) Short - te

Undiscowhich thThe costrecognizThe exppresent o

ii) Post – emPost-empEmployeservice o Post-empaccounte

Borrowing C Borrowing ccapitalized ause. A qualiintended usethey are incu

:

investments is made only iestments are s

cognition:

nd Export salede discount, w

rency Transac

Currency Trcurrency amocurrency mo

vailing as on tcurrency non

ion.

ge difference s different frohe period in wgn currency m in which case

enefits:

erm employeunted amoun

he employee ht of short – terzed on actuariected cost ofobligation to

mployment beployment benees State Insuon actual liabi

ployment beed as per actu

Costs:

costs that are as part of the ifying asset ise. All other burred.

are stated at if such declinstated at lowe

es are accounwherever app

ctions:

ransactions aount the exchanetary items that date. n - monetary

arising on thom those at wwhich they armonetary iteme it is added t

e benefits: nt of short-tehas rendered rm accumulaial basis. f bonus paymmake such pa

enefits: nefits under durance, recognility basis.

nefits under uarial valuatio

attributable costs of suchs an asset thaborrowing co

174

cost. Provisine other than ter of cost, quo

nted on dispaplicable.

are accountedange rate prev as at the Bal

y items are r

he settlement which they werise except excms, in so far tto or deducte

erm employe service.

ating compens

ments are meayments as a

defined contrnized during

defined benon.

to the acquish assets till suat necessarilyosts are recog

ion for dimintemporary oted/fair valu

atch of goods

d, on initial rvailing at the lance sheet da

reported at th

of monetary ere initially rechange differthey relate tod from carryi

ee benefits a

sated absence

easured and r result of emp

ribution schemg the period in

nefit scheme

sition or consuch time as thy requires a sgnized as an

Scotts Ga

nution in the

ue. Computed

to customer.

recognition, b date of the trate are report

he exchange

items or on recorded, recogence arising o

o the acquisitiing amount o

are recognize

es that are ve

recognized wployee render

me such as Pn which emp

(unfunded) s

struction of qhe asset is reasubstantial peexpense in th

arments Limi

value of lon

d category wi

. Sales are rec

by applying ransaction. ted at the exc

rate at the d

reporting mognized as incoon reporting oion of a depref the asset.

d in the per

sted, measure

when Companred service.

Provident Funployee has ren

such as gratu

qualifying assady for its interiod of time he period in

ited

g term

se.

corded

to the

change

date of

onetary ome or of long eciable

riod in

ed and

ny has

nd and ndered

uity, is

sets are tended for its which

In theAdvathey a Disclo ThereoutstaMicropartie

Earning Per Basic earningto equity shthe period. Diluted earn When the webonus issue share is pres

Provision for Provision foperiod calcuresult of timaccounted udate. Deferred taxcertainty thaassets can be Provisions, C A provision there is a proutflow of reContingent lsettlement isContingent a

Segment Rep The CompaConsideringviz, garment

e opinion of

ances, Currentare stated in t

osure under M

e are no microanding for mo, Small and Mes have been i

Share:

g per share isare holders b

ning per share

eighted averaor share split

sented for all t

r Income Tax

or current taxulated in accoming differencusing tax rate

x asset is recoat sufficient fue realized.

Contingent Li

involving suresent obligatesources. liabilities are s remote. assets are neit

porting:

ny is mainlyg the nature ots as a reporta

the and to bt Assets in thethe Balance Sh

Micro, Small a

o and small smore than 45 Medium Enteidentified on

s calculated bby the weight

e is calculated

age number ot or reverse shthe periods p

:

x is made onrdance with ces between s that have b

ognized and cuture taxable

iabilities and

ubstantial detion as a resu

not recognise

ther recognise

y engaged inf business an

able segment.

best of their e ordinary coheet.

and Medium

cale businessdays as at 31

erprises Develthe basis of th

175

by dividing thted average n

d and presente

of equity sharehare split, theresented.

n the basis ofthe provisionaccounting in

been enacted

carried forwa income will

Contingent A

gree of estimult of past ev

ed but are dis

ed nor disclos

n the businesnd financial re.

knowledge ourse of busin

Enterprises D

s enterprises, 1st October, 2lopment Act, he informatio

he net profit onumber of eq

ed when ther

es changed ine calculation

f taxable incons of Income ncome and t or substantia

ard only to th be available

Assets:

mation in meavents and it i

sclosed when

sed in the fina

ss of manufaeporting, the

and belief thness will not b

Development

to whom the2012. This inf 2006, has bee

on available w

Scotts Ga

or loss for thequity shares o

re are potentia

n the current pof basic and

ome for the Tax Act, 1961axable incomally enacted a

he extent thatagainst whic

asurement ars probable th

the possibilit

ancial statem

acture of reaCompany ha

he value of rbe less than th

Act, 2006:

e company owformation to en determine

with the comp

arments Limi

e period attriboutstanding d

al equity shar

period as a rediluted earni

current acco1. Deferred ta

me for the peas on balance

there is reash such deferr

re recognisedhat there will

ty of any outf

ents.

adymade garas only one se

realization ofhe amount at

wes dues, whbe disclosed d to the exten

pany.

ited

butable during

res.

esult of ing per

ounting ax as a riod is e sheet

sonable red tax

d when l be an

flow in

rments. egment

f Loan, which

ich are under nt such

Sl. No

1) 2)

3)

The fiprepaAccouthe ye

The fiper th

II. NOT

1. Dis The eobligarecogmeasu

Particular

Assumpti Discount R

Salary escaPresent ObligationPresent obligationbeginningInterest coService coBenefits seActuarial on obligatPresent obligationyear

Fair Valassets Fair valueat beginniExpected plan assetsContributiBenefits paActuarial on obligatFair Val

inancial stateared under reuntants of Indear’s classifica

inancials stathe then applic

TES TO REST

sclosure purs

employees’ Gation is deternizes each peures each uni

rs

ion: Rate alation

Value on

value ons as ag of year ost st ettled (Gain) / Los

tion value o

n as at end o

ue of plan

of plan assetng of year

return ons ion aid (gain) / los

tions ue of plan

ments for theevised schedudia. Accordination

ement for thecable pre revi

TATED FINA

suant to Acco

Gratuity Schemrmined basederiod of servict separately t

31.10Gratuity

8.50% 5.00%

of

of at

157.48

11.15 81.06

(26.62) ss 1.47

of of

289.12

n

ts Nil

n Nil

26.62 26.62

ss Nil

n Nil

e period endeule VI as wel

ngly the previ

e year ended sed schedule

ANCIAL STA

unting Stand

me & Comped on actuariace as giving ro build up th

0.2012

Compensated absences

8.50% 5.00%

146.18

5.06 54.70

(105.61) 4.32

113.44

Nil

Nil

105.61 105.61

Nil

Nil

176

ed 31st Octobell as Guidancious year figu

31st March 2 VI to the com

ATEMENT – A

dard-15 “Emp

ensated Abseal valuation rise to additio

he final obliga

2011-12Gratuity

Cnsabes

8.50% 5.00%

159.20 2

13.6 70.2

(136.6) ( 49.3

225.0

Nil

Nil

136.6 136.6

Nil

Nil

er 2012, and ce Note issueures have also

2011, 2010, 200mpanies Act 1

Annexure IV

ployee Benefi

ences are defusing Project

onal unit of emation.

2 ompesated bsencs

Graty

8.50% 8.5.00% 5.

209.10 1

11.5 87.6

(171.4) (2 5.7

154.9 2

Nil

Nil

171.4 171.4

Nil

Nil

Scotts Ga

year ended ed by the Inso been reclass

09 & 2008 ha1956.

its”

fined benefit ted Unit Cremployee bene

2010-11

tuit Compsated absenc

.50% 8.5.00% 5.0

174.9 19

12.9 1 74.8 1028.3) 10(6.0) 2

228.4 22

Nil

Nil

28.3 1028.3 10Nil

Nil

arments Limi

31st March 20stitute of Chasified to conf

ad been prepa

plans. The pedit Method, efit entitleme

20

pen

ces

Gratuity

50% 8.00%00% 5.00%

91.9 108.6

11.1 8.201.3 71.206.3 12.523.5 (0.70

21.5 174.9

Nil Ni

Nil Ni

06.3 12.406.3 12.4Nil Ni

Nil Ni

ited

012 are artered orm to

ared as

present which

ent and

` in lacs 009-10 t Compe

nsated absences

% 8.00% % 5.00%

6 77.4

2 3.9 2 150.4 5 55.8

0) 15.8

9 191.9

il Nil

il Nil

4 55.7 4 55.7 il Nil

il Nil

4)

5)

Note: Proon estima 2.Value o

3. Earning

Particu

EarninExport

assets at thFunded stThe amorecognizebalance shPresent obligationend of yeaFair valueas at the enFunded st

Expenses in statemand loss Current seInterest coExpected plan assetsNet actualoss recogyear Expenses statement loss.

4. RaFa

5. Cosp

6. Ca

ovision for Grated liability,

of Imports cal

gs in Foreign

ulars

ngs: t of goods ( F

he end of yeatatus ounts to bd in thheet

value ons as at thar of plan assetnd of the yeartatus recognized

ment of Profi

ervice cost ost

return ons arial (gain) /gnized in th

recognized in of profit and

Particulars

aw materiabric) omponents are parts

apital Goods

ratuity & com, actuarial val

lculated on C

n Currency:

.O.B. basis)

r 289.12

e e

of e

289.12

ts r

Nil

289.12 d it

81.06 11.16.

n Nil

/ e

(1.47)

n d

78.30

31

als (

and

mpensated abluation was t

C.I.F basis:

31st October, 2012

28136.54

113.43

113.43

Nil

113.43

54.70 5.06

Nil

4.31

51.76

1st October, 2012

1249.84

1010.73

964.20

177

bsence for thetaken from fin

31st March, 2012

3M0

42584.8 4

225.0

225.0

Nil

225.0

70.2 1.36 Nil

49.3

138.0

31st March,

2012 4 969.3

3 692.4

0 711.3

e financial yenancial year

31st March,2011

31s

Ma201

40367.7 34

154.9 2

154.9 2

Nil

154.9 2

87.6 1.15

Nil

5.8

138.2

31st March,

2011 M

1420.7

1280.4

604.8

Scotts Ga

ears 2007-08, 2 2009-10.

st arch, 10

31st Marc09

4302.8 410

228.4 22

228.4 22

Nil

228.4 22

74.8 101.29 1Nil

(6.0) 2

81.7 13

31st March,

2010

3M

2 543.4

601.2

1062.3

arments Limi

2008-09 was m

`

`

ch,2031st Marc8

038.4 2862

21.5 174.9

21.5 174.9

Nil Ni

21.5 174.9

01.3 71.21.11 0.82Nil Ni

23.5 6.00

35.9

78.8

31st arch,

2009

31Ma

20 826.9 1

570.2

493.1

ited

made based

in lacs

in lacs

h,200

27.2

9 191.9

9 191.9

il Nil

9 191.9

2 150.4 2 0.39 il Nil

0 15.9

8 170.3

1st arch, 008 1564.9

20.6

481.7

4. Expend

ForeigProfesOthers

5. Effect o

a) Sc

wd31 ThAAcoofSCshtrge

b) ScbeHcom Thauth44eqcocadFaam

6. Capacit

Particula

Actual PWoven/Knitts Turnove

diture in Fore

Expenses:

gn travelling sional fee s

of merger of s

cotts Garmenwas merged w

ated 02nd Ap1.03.2007 as th

he scheme hAccounting StaAccountants oompany weref Rs. 10/- eacCPL. In termhareholder ofreated as capeneral reserve

cotts Garmenecame a who

Hon’ble High omparable w

method of acco

he scheme putomatically he amalgama4,00,00,000/- quity shares ompany, on ancelled and ifference betwashions Ltd mortised over

ty Utilisation

ars

Production Denim

er

eign Currency

31S

201

subsidiaries.

nts Ltd had a with Scotts Gril, 2007; henhe effective d

has been accoandard 14 on

of India. In Coe issued to thech of the Com

ms thereof, thf SCPL pursuital reserve. Te of the comp

nts Ltd acquirolly owned suCourt of Karn

with 31.03.200ounting is fol

provided thastand increasation, the a (Rupees Forof Rs. 10/- emerger of Ar no allotmenween net idenis Rs. 36,88,

r a period of f

n

Units

PiecePiece

y on account

ST October12

31.159.7

subsidiary bGarments Privnce the figuredate of amalga

ounted for un – “Accountinonsideration e shareholder

mpany for evehe difference uant to amalThe balance o

pany.

red M/s Arorubsidiary andnataka dated 08 as the efflowed to refle

at the authorsed without aauthorized shty Four Croreach. Since throra Fashions

nt of shares ontifiable asse,64,657 and ifive years.

October 2012

s 37.36 s 89.99

178

of:

r, 31st March 2012

0 20.8 0 3.4 - -

by name Scottvate Ltd videes for the yeaamation was 0

under the ‘Pong for Amalgof the above,

rs of the SCPLery one fully between thelgamation, anoutstanding i

ra Fashions Ld this was me 06th Februaryfective date ect the amalg

rized share any further achare capital res) comprisinhe entire shas Limited intor cash is pa

ets of Arora Fit is account

2012

99.10 81.70

31st March 2011

3M2

27.3 Nil

-

ts Clothing (Pe order of Hor ending 31.001.04.2006.

ooling of Integamation” issu, 600000 equiL in the ratio o paid up eque considerationd book valuin general re

Ltd on a 100%erged with Scy, 2010; henceof amalgama

gamation.

capital of trct, instrumen of the tranng of 4,40,00ares of Arorato Scotts Garaid as considFashions Ltd ted as Goodw

2011

20

80.50 5101.80 1

Scotts Ga

31st March 2010

31st

Ma200

16.3 Nil

-

P) Ltd. This son’ble High C03.2006 are no

erest methodued by the Inty shares of Rof six fully pa

uity share of Rons, being thue of equity serves of SCP

% takeover frocotts Garmente the figures oation was 02

ransferee comnt or deed and

nsferee com0,000/- (Four a Fashions Ltrments Limitederation for a and the costwill. Goodw

010 2009

58.70 44113.60 10

arments Limi

` t

arch 09

31st Marc2008

20.4 3.3

-

subsidiary comCourt of Karot comparabl

d’ as prescribnstitute of ChaRs. 10/- eachaid up equity Rs. 100 each hhe shares issu shares acquPL is transfer

om 01.02.2008ts Ltd vide orof 31.03.2007 a2.02.2008. Pu

mpany (SGL)d consequent

mpany will b Crores Fortytd was held ed, all these amalgamatiot of shares ofill amount w

No’s 9 2008

4.90 3603.70 45

ited

in lacs

ch 8

23.5 13.7 11.2

mpany rnataka le with

bed by artered

h of the shares held in ued to

uired is rred to

8 and it rder of are not

urchase

) shall t up on be Rs. y Lacs) by the shares n. The

f Arora will be

in lacs 8

.10 .40

Particula

Woven/Knitts Stock ofWoven/Knitts

7. Def

ParticDifferen

ProfitDeprecia(WDV dProvisionProvisionEncashmProvisionExpensethe earlie– but alof paymTOTAL

ANNEXU

STATEM

ParticulaAuthorisEquity sheach (NuEquity sheach (Rs Issued, sand fullyEquity sheach (NuEquity sheach (Rs

Capital a Notes oncapital.

ars

Denim

f Finished GoDenim

erred Tax As

culars of Timince between t and Tex Proation allowifference) n for Gratuityn for L

ment n for Bonus s disalloweer year u/s 4lowed in theent of tax ( NET)

URE- V

MENT OF SHA

ars sed shares hares of Rs. 1umbers) hares of Rs. 1.)

subscribed y paid up hares of Rs. 1umbers) hares of Rs. 1.)

account

n adjustment

Units

PiecePiece

oods PiecePiece

sset / (Liabilit

ing Book

ofit

As aOcto

20wance (10

y (Leave

(

(ed in 40a(ia) e year

(12

ARE CAPITA

31st Octobe

2012

0 4,40,00,0

0 4,400

0 2,67,38,2

0 2,673

2,673

ts for Restate

October

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s 4.68 s 7.39

ty)

at 31st ober, 012

As aMa

20045.82) (10

(93.82) (36.81) (

(56.78)

--

233.25) (12

AL

r,

31sMarc

2012

000 4,40,00

0.00 4,40

250 2,67,38

3.83 2,67

3.83 2,67

ed Financial

179

2012 95.80 81.30

5.00 9.70

at 31st arch, 012

As aMa

20074.00) (98

(12.6) (44.80)

(76.6)

--

208.00) (77

t ch, 2

31Mar

201

0,000 4,40,0

00.00 4,4

8,250 2,67,3

73.83 2,6

73.83 2,6

Statements f

2011

20

82.50 599.70 1

2.30 9.30

at 31st arch, 011

As atMar

2082.00) (102

74.10 571.80 6

60.90 2

--

75.20) (87

1st rch, 11

3Ma

2

00,000 4,40

400.00 4

38,250 2,67

673.83 2

673.83 2

forms integra

Scotts Ga

010 2009

56.10 44111.90 10

4.40 17.20 5

t 31st rch, 10

As atMar

20026.20) (49

58.10 63.80

28.20 --

76.20) (39

31st arch, 010

M

0,00,000 4,0

4,400.00

7,38,250 2,6

2,673.83

2,673.83

al part of th

arments Limi

9 2008

4.10 3501.60 42

.90 1.2

5.50 3.5

` t 31st rch, 09

As aMar

2094.20) (6

36.90 26.30

39.80 0.30

90.90) (4

( 31st

March, 2009

00,00,000 4

4,000.00

67,38,250 2

2,673.83

2,673.83

his Statement

ited

8

.90

.20 20 50

in lacs t 31st rch,

008 61.00)

3.10 8.10

Nil

--

49.70)

(`in Lacs) 31st

March, 2008

,00,00,000

4,000.00

,47,38,250

2,473.83

2,473.83

t of share

Reconci

ParticulaAt the beperiod Issue of E

Outstanof the pe

ParticulaEquity sbonus ssecuritieand surp

ParticulaNumberNaseer APedigreePrivate LB.R. MacPrivate LBombay Limited % holdinNaseer APedigreePrivate LB.R. MacPrivate LBombay Limited

The compequity shdividend Annual Gentitled todistributio

liation of the

ars eginning of th

Equity Share

ding at the eneriod

ars shares allottedshares by capes premium plus

ars r of shares Ahmed e ConstructionLimited chine Tools Limited Rayon Fashio

ng in class Ahmed e ConstructionLimited chine Tools Limited Rayon Fashio

pany has onlyares is entitle proposed by

General Meetio receive remon will be

shares outsta

31Octob

201he

2,67,38 -

nd 2,67,38

d as fully paipitalization oand reserve

31Octo

20

1,26,4n 48,3

30,0

ons 20,0

4n 1

1

ons 0

y one class ofed to one vot the Board ofng. In the eve

maining assetin proporti

anding at the

st ber, 12

31Mar

201

,250 2,67,3

-

,250 2,67,3

31st Octobe

2012 id of es

1st ober, 012

3Ma

20

44,500 1,26,31,250 48,

05,500 30,

00,000 20,

47.29% 418.07% 1

11.24% 1

07.48% 0

f equity sharete per share. f Directors is ent of liquidats of the Comon to the

180

beginning an

1st rch, 12

31Ma

20

38,250 2,67,3

- -

38,250 2,67,3

er,

31st March

2012

31st arch, 012

31st

,44,500 1,2,31,250 4

,05,500 3

,00,000 2

47.29% 18.07%

11.24%

07.48%

es having a p The compansubject to the

ation of the Cmpany, after

number of

nd at the end o

1st rch,

011

31Ma

20

38,250 2,67,3

-

38,250 2,67,3

h,

31st March,

2011

NIL

t March, 2011

26,44,500 148,31,250

30,05,500

20,00,000

47.29% 18.07%

11.24%

07.48%

par value of Rny declares de approval of

Company, thedistribution oequity shar

Scotts Ga

of the reporti

1st arch, 010

3Ma

20

38,250 2,47,

- 20,00

38,250 2,67,

31st March,

2010 M

L

31st March,

2010

1,26,44,500 48,31,250

30,05,500

20,00,000

47.29% 18.07%

11.24%

07.48%

Rs. 10 per shdividends in f the sharehol holders of eqof all preferees held by

arments Limi

ng period

31st arch, 009

3Ma

2 38,250

1,30,

0,000

1,17,

38,250

2,47,

31st March,

2009

3M

2

31st March,

2009

1,26,44,500 48,31,250

30,05,500

20,00,000

47.29% 18.07%

11.24%

07.48%

hare. Each holIndian rupee

lders in the enquity shares w

ential amountthe shareh

ited

31st arch, 008 ,13,250 ,25,000 ,38,250

31st March,

2008

31st March,

2008

1,26,44,500 48,31,250

30,05,500

-

60.74% 22.50%

13.05%

-

lder of es. The nsuing will be ts. The olders.

ANNEXU

STATEM

Particu Securitaccoun

OpeninAdd: Prof equitLess: Atowardpaid bo

7. Clo

Amalga

Openin

8. Clo

9. Sur

proacc

Openin

Add: Pr

Closing

Notes oStatem

URE- VI

MENT OF RE

ulars

ties premiumt

ng balance remium on isty shares

Amount Utilizds issue of fullonus shares

osing balance

amation Rese

ng balance

osing balance

rplus/ (deficiofit and loss count

ng balance

rofit for the y

g balance

on adjustmenment of reserv

ESERVES AN

3Oct

2

m

2ssue

ed ly

e 2

erve

e

t) in

17

year 1

19

nts for Restates and surplu

ND SURPLUS

31st tober,

2012

3M

2

2,496.96 2,

-

-

2,496.96 2,

40.00

40.00

7,573.46 10,

1,539.12 7,

-

9,112.58 17,

ted Financialus.

181

S

31st March,

2012

3Ma

20

-

,496.96 2,4

-

-

,496.96 2,4

-

-

40.00

40.00

-

-

,217.99 7,7

,355.46 2,4

-

,573.46 10,2

l Statements

31st arch, 011

31Mar

20

-

496.96 2,49

-

-

496.96 2,49

-

-

40.00 4

40.00 4

-

-

774.47 6,04

443.52 1,72

-

217.99 7,77

(Annexure I

Scotts Ga

1st rch, 10

31Mar

200

-

96.96 1,2

- 1,2

-

96.96 2,4

-

-

40.00

40.00

-

-

49.77 4,1

24.71 1,9

-

74.47 6,0

V) forms int

arments Limi

(` in 1st rch, 09

31Mar

200

-

296.96

200.00 1,29

-

496.96 1,29

-

-

40.00 4

40.00 4

-

-

11.82 1,40

937.95 2,22

-

049.77 3,63

egral part of

ited

Lacs)1st rch, 08

-

-

96.96

-

96.96

-

-

40.00

40.00

-

-

05.63

24.71

-

30.34

this

ANNEXU STATEM

Particulars Secured LonBorrowings Term loan frCanara BankState Bank ofExim Bank Federal BankTotal Vehicle LoanAxis Bank HDFC Bank ICICI Bank Total Unsecured Loan from B Total

* Note: Taggregati ANNEXU STATEM

Particula Secured From baWorkingloan UnsecurOthers Total

URE VII(a)

MENT OF LON

ng Term * rom bank k f India

k

n

RFL

The statemeng to Rs.3077

URE VII(b)

MENT OF SHO

ars

nks

g capital

red from

NG TERM BO

31stOctob

2012

7,284266

840

8,41nt of long t7.43 lacs. The

ORT TERM B

31st October,

2012

18,904.08

200.00 19,104.08

ORROWING

t ber, 2

31stMarch

2012

83.58 5,638.23.16 508.69.18 1,173.

- 05.92 7,320.

7.32 3.1.03 2.

- 8.35 6.

- -

4.27 7,326.term borrow details of th

BORROWIN

31st Marc2012

18,079

18,079

182

GS

t h, 2

31st March

2011

54 2,432.16 652.64 2,196. - 34 5,281.

59 20.70 3. - 29 23.

- -

63 5,305.

wings doesn’e same are ap

NGS

ch, 31s

Marc2011

9.52 17,33

9.52 17,33

h,

31stMarch

2010

.90 1,225

.39 725

.47 3,11 - 1.76 5,08

.03 4

.73 - .76 53

- -

.53 5,14t include lo

ppearing in A

st ch, 1

31Mar

201

35.64 11,88

35.64 11,88

Scotts Ga

t h, 0

31sMar

200

5.45 1,35.61 69.19 2,59.57 9.83 4,5

6.26 - 7.48 3.74

- -

3.58 4,5

oans maturinAnnexure VII

st rch, 10

31Mar

200

86.67 9,5

86.67 9,5

arments Limi

(` st ch,

09

3Ma

20

311.57 2,615.34 588.04 3, 40.24

555.19 5,

- 4.32 26.51 30.82

- - 1,

586.01 7,ng within onI(c)

(` 1st rch, 09

3Ma

20

529.61 6,

529.61 6,

ited

in lacs) 1st

arch, 008

,115.01 -

,500.00 122.40 ,737.42

- 9.65 48.39 58.04

-

,510.65

,306.11 ne year

in lacs) 1st

arch, 008

,964.42

,964.42

AN

D20

Sr.No

1

2

3

4

5

6

NNEXURE T

DETAILS OF 012

o Nature Secured L

Working Capital fa

Working Capital fa

Long Working Capital Lo

Term Loa

Term Loa

FCLR

TO VII (c)

TERMS AN

of Loan

NamFinaInstBan

acility Can

acility StateIndi

SuTerm

oan

Exim

an Can

an Can

Term Can

ND CONDITI

me of ancial titution / ks

nara Bank

e Bank of ia

ub Total m Bank

nara Bank

nara Bank

nara Bank

IONS OF SE

Current maturities not included inlong termborrowings

Nil

Nil

Nil875.00

NIL

240.00

200.00

183

ECURED LO

n m

Non-Current maturities

l 14061.82

l 4842.26

l 18904.080 480.43

L Nil

0 203.20

0 543.74

OANS OUTST

s

Security

2

Paripassu charge wion stockreceivable

6 Paripassu charge Canara on stockreceivable

8 3 First Pari

Charge Factory LaBuilding a- A & 481Peenya Area, PlaMachineryFurniture Fixtures.

l First Pari Charge Factory LaBuilding a- A & 481Peenya Area, PlaMachineryFurniture Fixtures.

0 First Pari Charge Factory LaBuilding a- A & 481Peenya Area, PlaMachineryFurniture Fixtures.

4 First Pari

Scotts Ga

TANDING A

Interp.a

th SBI

ks & es

LIBO3.50%

with Bank

ks & es

LIBO3.50%

Passu

on and & at 481 1 - B ,

Indl. ant & y and &

Passu on

and & at 481 1 - B ,

Indl. ant & y and &

Passu on

and & at 481 1 - B ,

Indl. ant & y and &

Passu 6 m

arments Limi

AS AT 31ST

rest % RepSch

OR + %

RepDem

OR + %

RepDem

12.40 16 EMfrom201

14.75

20 InstpayJun

14.75 60 payAu

months 20

ited

OCTOBER,

payment hedule

payable on mand

payble on mand

Quarterly MI Payable

m January, 10

Quarterly tallments yable from ne, 2007

EMI yable from gust, 2009

Quarterly

Sr.No

7

8

9

o

Nature Secured L

Loan

Term Loa

Term Loa

Term Loa

of

Loan NamFinaInstBan

an Can

an Can

an Exim

me of ancial titution / ks

nara Bank

nara Bank

m Bank

Current maturities not included inlong termborrowings

516.00

864.00

147.62

184

n m

Non-Current maturities

4154.04

0 2382.58

2 218.76

s

Security

Charge Factory LaBuilding a- A & 481Peenya Area, PlaMachineryFurniture Fixtures.

4 Exclusive charge project Land 14.13at Plot NoD-4, A-3, A-11, S-43AND SPlant Machineryother fixed assDoddabalbeing insta

8 Exclusive Charge Project aLand atNos. 60, 332/1 admeasur137214 sfeet, Buand PlanMachineryKolar installed

6 First Pari Charge Factory LaBuilding a- A & 481Peenya Area, PlaMachineryFurniture

Scotts Ga

Interp.a

on and & at 481 1 - B ,

Indl. ant & y and &

LI

on

assets: 3 acres o. D-3, A-10, 3, S-44 S-45(P),

& y and

Misc. sets at apur alled

on assets: t Sy. 0/1 &

total ing

square ilding nt & y at being

Passu on

and & at 481 1 - B ,

Indl. ant & y and &

arments Limi

rest % RepSch

IBOR + 7.50%

paypayApr

14.25 28 paypaySep201

14.25 24 PaypayJun

12.20

23 InstpayMa

ited

payment hedule

yments yable from ril 2011

Quarterly yments yable from ptember 12

Quarterly yments yable from ne 2013

Quarterly tallments yable from rch, 2011

Sr.No

10

11

12

13

14

o

Nature Secured L

Term Loa

Term Loa

Vehicle L

Vehicle L

Vehicle L

ANNEXU STATEM

Particula TANGI LAND Gross Bl Less AccDeprecia Net Bloc LAND Gross BlLess

of

Loan NamFinaInstBan

an StateIndi

an StateIndi

Suboan Axis

oan Axis

oan HDF

Sub

URE VIII

MENT OF TAN

ars

IBILE ASSET lock cumulated ation ck & BUILDINlock

Accum

me of ancial titution / ks

e Bank of ia

e Bank of ia

b Total s Bank

s Bank

FC Bank

b Total

NGIBLE & IN

O

TS

GS

mulated

Current maturities not included inlong termborrowings

180.00

48.00

3070.622.20

3.60

1.00

6.80

NTANGIBLE

31st October,

2012 M

1,202.78 1

- 1,202.78 1

952.04 322.46

185

n m

Non-Current maturities

0 360.39

0

62.77

2 8405.910 Nil

0 2.44

0 5.90

0 8.34

E ASSETS

31st March,

2012

M

2

1,202.78 1,

- 1,202.78 1,

952.04

284.10

s

Security

Fixtures. 9 Exclusive

charge specific PlMachinery

7 Exclusive charge specific PlMachinery

1 l Respective

vehicle Toyota Fortuner

4 RespectiveVehicle Chevrolet Cruze

0 Respectivevehicle Hyundai I

4

31st March,

2011

3Ma

2

,165.63 7

- ,165.63 7

932.36 8 211.61 1

Scotts Ga

Interp.a

on

lant & y

on

lant & y

e

-

e –

e –

I20

31st arch, 010

31Ma

20

732.77 6

- 732.77 6

823.04 3133.74 1

arments Limi

rest % RepSch

13.90

74 EMfromSep200

13.85 36 EMfrom201

7.85 35 EMfrom201

8.75 48 EMfromDec201

4.69 60 EMfromNov201

(`1st

arch, 009

3Ma

20

670.90

- 670.90

372.92

15.20

ited

payment hedule

Monthly MI Payable

m ptember 09

Monthly MI Payable

m June 11

Monthly MI Payable

m April, 10

Monthly MI payable

m cember

10 Monthly

MI Payable m vember

10

` In lacs) 1st

arch, 008

173.14

- 173.14

324.91

98.62

ParticulaDeprecia Net Bloc LEASE WIND M Gross Bl Less AccDeprecia Net Bloc SHOW Gross Bl Less AccDeprecia Net Bloc PROJEC Gross Bl Less AccDeprecia Net Bloc OFFICE Gross Bl Less AccDeprecia Net Bloc FACTO Gross Bl Less AccDeprecia Net Bloc PLANT Gross Bl Less AccDeprecia Net Bloc ELECTRINSTAL Gross Bl Less AccDeprecia Net Bloc FURNIT Gross Bl Less AccDeprecia Net Bloc FURNIT100% Gross Bl

ars ation ck HOLD LANDMILL lock cumulated ation ck ROOM lock cumulated ation ck CT AT TARAlock cumulated ation ck

E BUILDINGlock cumulated ation ck

ORY BUILDINlock cumulated ation ck

T & MACHINlock cumulated ation ck RICAL LLATION lock cumulated ation ck TURE & FIXTlock cumulated ation ck TURE & FIXT

lock

O

D -

APUR

G

NGS

NERY

1

TURES

TURES

31st

October, 2012

M

629.58

71.03

-

71.03

33.96

14.56 19.40

623.42

-

623.42

280.74

64.85 215.89

5,424.45 5

1,149.54 4,274.91 4

14,067.91 13

5933.08 5 8,134.83 7

590.32

295.47 294.85

1053.11 1

577.65 475.46

37.59

186

31st March,

2012

M

2

667.94

71.03

71.03

33.96

13.35 20.61

623.42

-

623.42

280.74

58.33 222.41

5,345.17 2,

887.49 4,457.68 1,

3,003.25 10,

5,237.92 4,7,765.33 6,

585.53

269.33 316.20

1,042.67 1,

521.86 520.81

37.53

31st

March, 2011

3Ma

2

720.75 6

71.03

71.03

33.96

11.06 22.90

623.42 6

-

623.42 6

280.74 2

46.63 234.11 2

,199.19 2,1

711.83 5,487.36 1,5

,428.05 9,4

,368.53 3,4,059.52 5,9

547.38 4

223.24 1 324.14 3

,021.88 8

409.41 2 612.47 5

37.53

Scotts Ga

31st arch, 010

31Ma

20

689.30 2

25.20

25.20

33.96

8.52 25.44

615.83

-

615.83

280.74 2

34.30 246.44 1

134.97 1,9

547.50 3587.47 1,5

463.01 7,4

475.62 2,7987.39 4,7

491.23 4

175.32 1315.91 2

863.45 7

293.72 1569.73 5

37.53

arments Limi

1st arch, 009

3Ma

20

257.72

25.20

25.20

33.96

5.69 28.27

-

-

-

203.04

25.04 78.00

970.97 1,

386.33 584.64 1,

450.08 6,

705.45 2,744.63 4,

411.23

34.66 276.57

774.72

80.87 593.85

37.53

ited

1st arch, 008

226.29

25.20

25.20

33.96

2.55 31.41

-

-

-

193.08

15.77 177.31

,558.17

249.35 ,308.82

,669.87

,080.48 ,589.39

373.57

91.10

282.47

344.75

109.50 235.25

33.84

Particula Less AccDeprecia Net Bloc OFFICE Gross Bl Less AccDeprecia Net Bloc DATA PEQUIPM Gross Bl Less AccDeprecia Net Bloc VEHICL Gross Bl Less AccDeprecia Net Bloc CIVIL WLEASED Gross Bl Less AccDeprecia Net Bloc MOBIL Gross Bl Less AccDeprecia Net Bloc EFFLUEPLANT Gross Bl Less AccDeprecia Net Bloc

Total Ne IntangibGoodwiAmortizBalance Capital W

ars cumulated ation ck

E EQUIPMENlock cumulated ation ck PROCESSIN

MENTS lock cumulated ation ck LES lock cumulated ation ck WORK ON D BUILDINGlock cumulated ation ck

LE HANDSETlock cumulated ation ck ENT TREATM lock cumulated ation ck

et Block

ble Assets ill zed

Work-in-prog

O

NTS

NG

G

TS

MENT

1

gress

31st

October, 2012

M

37.59 -

267.43

135.46 131.97

-

438.51

356.11 82.40

- 433.83

314.11 119.72

-

20.61

19.71

0.90 -

7.88

7.88 -

185.31

58.74 126.57

16403.72 16

1,475.46 2 430.34 1045.12 1

4975.40 2

187

31st March,

2012

M

2

37.53 -

260.38

120.28 140.10

426.16

330.94 95.22

434.43

292.53 141.90

20.61

17.77 2.84

6.90

6.23 0.67

148.10

50.62 97.48

6,346.42 11,

2,213.18 2, 737.72

1,475.46 2,

2,453.48 1,

31st

March, 2011

3Ma

2

37.53 -

238.06 1

93.27 144.79 1

406.40 2

272.06 2 134.34

419.01 3

249.40 2 169.61 1

20.61

13.65 6.96

5.41

5.10 0.31

148.10

34.88 113.22

,890.56 11,2

,950.92 3,6737.74 7,213.18 2,9

,645.63

Scotts Ga

31st arch, 010

31Ma

20

37.53 -

199.54 1

73.72 125.82 1

279.02 2

219.91 1 59.11

382.41 3

200.08 1182.33 1

19.46

11.91 7.55

4.71

4.43 0.28

92.56

20.87 71.69

242.26 8,7

688.65 3,6737.73 950.92 3,6

16.78

arments Limi

1st arch, 009

3Ma

20

35.94 1.59

75.05

56.12 18.93

247.90

91.85 56.05

323.41

66.32 57.09

4.03

2.23 1.80

4.36

2.92 1.44

89.80

9.37 80.43

777.11 7,

688.65 -

688.65 3,

50.82

ited

1st arch, 008

33.54 0.30

123.29

42.26 81.03

220.47

164.81 55.66

307.66

114.28 193.38

4.03

1.78 2.25

2.13

2.13 -

60.68

0.70 59.98

,441.88

- - ,688.65

112.93

ANNEXU STATEM

Debt outexceedin(Unsecur

Consider

ConsiderDebt outless than(Unsecur

Other deDebts ducompany

Inmark R

Total

URE IX

MENT OF TRA

Particularststanding for ng six monthsred considere

red good

red doubtful tstanding for

n six months red considere

ebts ue from Grouy

Retail Private

ADE RECEIV

s a period s ed good)

a period

ed good)

up

e Limited

VABLES

31st October,

2012

-

-

-

5,825.31

979.16

6,804.47

188

31st March,

2012

-

-

-

7,270.03

322.3

7,592.33

31st March,

2011

-

-

-

7,996.17

-

7,996.17

Scotts Ga

31st March,

2010

-

-

-

7,898.89

-

7,898.89

arments Limi

(` 31st

March, 2009

-

-

-

8,496.53

-

8,496.53

ited

` in lacs) 31st

March, 2008

-

-

-

7,691.05

-

7,691.05

ANNEXU STATEM

Particula UnsecurSecurity Total

ANNEXU STATEM

Particula(Unsecurunless oa) Advankind or vConsiderAdvanceAdvancecompanyCoppers Total

ANNEXU STATEM

Particula QUOTEpaid up Bombay shares ofUN QUOInmark Rshares ofBombay Scotts FaBenchmaFund

URE X

MENT OF LON

ars

ed considered deposits

URE XI

MENT OF SHO

ars red Consider

otherwise statnce recoverabvalue to be rered Good e Taxes Paid e to Promotery: s coin realty p

URE XII

MENT OF INV

ars

D in equity s Rayon Fashiof Rs.10each OTED in equRetail Privatef Rs100 each Rayon Cloth

ashionciti Indark Derivativ

NG TERM LO

O

d good

ORT TERM L

ed good ted ) ble in cash or ceived

r group

private limited

VESTMENTS

shares fully

ons Limited

uity shares e Limited

hing Limited dia limited ve Investment

OANS AND

31st October,

2012 M

598.73 598.73

LOANS AND

31st October,

2012

2,027.21

d -

2,027.21

S

31st October,

2012

2,393.64

675.00 2,000.00 1.00

t -

189

ADVANCES

31st March,

2012

M

2

581.23 581.23

D ADVANCE

31st

March, 2012

1 2,048.68 -

- -

1 2,048.68

31st

March, 2012

2,342.84

675.00 2,000.00 1.00

-

S

31st March,

2011

3Ma

2

629.17 5 629.17 5

ES

31st March,

2011

2,305.62 -

162.00

2,467.62

31st March,

2011

664.00

- 2,000.00 1.00

-

Scotts Ga

31st arch, 010

31Mar

200

502.65 47502.65 47

31st March,

2010

2,770.63 740.44

- 3,511.07

31st March,

2010

0 664.00

- - 0 1,000.00 0 1.00

- -

arments Limi

(` in l1st rch, 09

31sMarc

2008

72.69 33872.69 338

31st March,

2009

1,164.25 554.83

-

1,719.08

31st March,

2009

664.00

- 1,000.00 1.00

-

ited

lacs) st ch, 8

8.83 8.83

(` in lacs) 31st

March, 2008

471.56

1,345.65

-

1,817.21

(` in lacs) 31st

March, 2008

800.00

- - 1.00

20.00

ParticulaICICI PruPlan Standard9 Total

ANNEXU STATEM

Particula Raw maWork-inFinishedcost or n

Total ANNEXU STATEM

Particular Cash on h Balances (i) In cur

(ii) In dep (held asTotal ANNEXU STATEM

ParticulaBalance wauthoritiExport InVat & SuTotal

ars udential Fixe

d Charted FM

URE XIII

MENT OF INV

ars aterials-(value

n-progress - (vd goods (valuenet realisable v

URE XIV

MENT OF CAS

rs hand with banks

rrent accountsposit accountss margin mon

URE- XV

MENT OF OTH

ars with governmies ncentive receiubsidy receiva

ed Maturity

MP YLY Series

VENTORIES

ed at cost) valued at costed at lower ofvalue)

SH AND CA

s s

ney)

HER CURRE

ment

ivable able

31st

October, 2012

- s

- 5,069.64

31st October,

2012 12,796.77

) 4,956.19 f

4,514.97

22,268.66

ASH EQUIVA

31st October,

2012 38.97

56.78

524.91 620.66

ENT ASSETS

31st October,

2012

- 1,973.94 557.12 2,531.06

190

31st

March, 2012

-

- 5,018.84

31st

March, 2012

11,821.33 5,676.66

4,190.99 21,688.99

ALENTS

31st

March, 2012

7 29.27

8 63.90

1 459.59 6 552.76

S

31st

March, 2012

- 4 2,247.76 2 670.17 6 2,917.94

31st

March, 2011

-

- 2,665.00

31st March,

2011 10,247.62 3,509.43

2,819.25 16,576.30

31st March,

2011 33.83 223.86

480.84 738.53

31st March,

2011

- 1,984.67 435.81 2,420.48

Scotts Ga

31st March,

2010

- -

- - 0 1,665.00

31st March,

2010 2 4,250.41

3,424.19

3,473.91 0 11,148.51

31st March,

2010 32.62 136.69

315.01 484.32

31st March,

2010

- 1,402.92 427.03 1,829.95

arments Limi

31st March,

2009

-

- 1,665.00

31st March,

2009 3,754.00 2,937.63

1,442.62 8,134.25

31st March,

2009 24.57 349.50

228.14 602.21

31st March,

2009

- 529.40 268.50 797.90

ited

31st March,

2008

30.00

36.00 887.00

(` in lacs) 31st

March, 2008

2,679.70 1,482.18

785.92 4,947.80

(` in lacs) 31st

March, 2008

22.87

134.92

421.28 579.07

(` in lacs) 31st

March, 2008

- 732.81 114.02 846.83

ANNEXU STATEM

ParticularTrade pay(a) Due toEnterprise(b) Due to Total Note: Trathe compa ANNEXU STATEM

ParticulaStatutoryOver draCurrent Total

ANNEXU STATEM

ParticulaGratuityTotal

ANNEXU STATEM

ParticulaProvisioncompensProvisionProvisionProvisionequity d

URE - XVI

MENT OF TRA

rs yables o Micro & Smes o other Credit

ade payable dany.

URE- XVII

MENT OF OTH

ars y remittancesawn bank balmaturities of

URE- XVIII

MENT OF OTH

ars y Payable

URE- XIX

MENT OF SHO

ars n for sated absencen for bonus n for tax n for proposeividend

ADE PAYAB

mall

tors

does not inclu

HER CURRE

s ance long term de

HER LONG T

ORT TERM P

31st Octobe

2012

es 113 176 1,254

ed

LES

31st October,

2012

- 3645.96

3645.96

ude any amo

ENT LIABILI

31st October,

2012 328.69 340.68

ebt 3,077.43 3,746.80

TERM LIABI

31st October,

2012 289.12 289.12

PROVISION

er,

31stMarch

2012

3.44 1546.25 2364.73 464

- 267

191

31st

March, 2012

- - 6 6,852.18 6 6,852.18 ount payable

TIES

31st

March, 2012

9 168.36 8 473.27 3 2,392.32 0 3,033.95

ILITIES

31st

March, 2012

2 224.99 2 224.99

NS

t h, 2

31sMarc

2011

4.96 226.11 184.77 21

7.38 26

31st March,

2011

- 6,708.40

6,708.40 to promoter(

31st March,

2011 191.48 230.83 2,103.54 2,525.85

31st March,

2011 228.38 228.38

st ch, 1

31Mar

20

21.50 187.62 213.97 8

67.38 2

Scotts Ga

31st March,

2010

- 6,235.85 6,235.85 (s)/ promoter

31st March,

2010 172.75 221.33 1,972.77 2,366.85

31st March,

2010 174.94 174.94

1st rch, 10

3M

2

191.92 200.00 877.29

267.38

arments Limi

(` 31st

March, 2009

- 5,255.91

5,255.91 group and d

(` 31st

March, 2009

191.31 211.80 1,794.94 2,198.05

(` 31st

March, 2009

108.63 108.63

(`31st arch,

2009

M

2

77.45 100.00 587.19 1

267.38

ited

` in lacs) 31st

March, 2008

- 3,591.72

3,591.72 director of

` in lacs) 31st

March, 2008

131.21 281.66 769.76

1,182.63

` in lacs) 31st

March, 2008

39.42 39.42

` in lacs) 31st

March, 2008

51.11 - 1,387.82

247.38

ParticulaProvisionproposedTotal

ANNEXU STATEM

ParticulaInterest IDividendForeign eProfit onInvestmeIncome fMiscellanTotal

ANNEXU STATEM

ParticulaEmployePower anRent inclRepairs aDyeing &Labour cEmbroidPrinting TransporFreight aInsurancRates anTravellinPrinting Postage BusinessDocumeSecurity DonationLegal an

ars n for tax on d dividend

URE XX

MENT OF OTH

ars Income d received exchange gain

n sale of ents from Windmineous income

URE XXI

MENT OF OTH

ars ee cost nd fuel & watluding lease rand maintena& processing charges dery charges charges rtation chargeand forwardince

nd taxes ng and convey and stationer& Courier ch

s promotion entation charg charges ns and contrib

nd professiona

31st

Octobe2012

43 1,587

HER INCOM

31st Octobe

2012 56

n 184

ill 221e 131

593

HER EXPENS

O

ter rentals ance charges

es ng

yance ry arges

ges

butions al

er,

31stMarch

2012

3.37 437.79 1,166

ME

er,

31stMarch

20126.38 203 - 48

4.53

- 5,9491.35 3471.17 383.43 6,587

SES

31st October,

2012 M

6000.00 822.93 226.44 240.12 435.98 865.20 48.27

144.93 111.33 337.70 32.15 50.92

151.80 44.54 58.33 11.24 2.06

201.37 9.25

79.62

192

t h, 2

31sMarc

2011

3.37 46.59 93

t h, 2

31sMarc

20113.08 208.90 4 - 9

9.16 7.91 358.78 147.83 84

31st March,

2012 M

9,971.23 101,163.50 1 392.21 448.93 1,412.22 11,755.98 3 240.74 107.15 155.94 725.05 14.42 77.29 239.54 55.99 55.36 20.53 30.57 277.91 4.95 93.32

st ch, 1

31Mar

20

44.41 34.88 1,5

st ch, 1

31Mar

2006.31 149.80 95.50

- 53.26 142.27 47.14 4

31st March,

2011

M

20,376.43 81,279.14 1 370.82 349.22

1,673.42 13,259.69 2 525.02 210.20 159.12 883.20 28.56 63.51 201.24 101.48 81.21 24.29 55.63 214.93 2.31 49.43

Scotts Ga

1st rch, 10

3M

2

44.41 581.00 1

1st rch, 10

3M

2183.60 49.80 17.41

- 167.34 0.76 418.91 1

31st March,

2010

M

28,254.27 61,010.72 1 256.03 328.67 1,798.55 12,218.69 1 288.37 493.87 97.10 717.96 31.90 60.76 178.82 125.29 155.95 82.01 46.75 168.07 11.94 56.99

arments Limi

31st arch,

2009

M

2

45.44 1,077.46 1

(` in l31st arch,

2009

M

2 79.43 60.00 24.04

869.43 12.47 10.49

1,055.86

(` 31st

March, 2009

M

26,241.74 4

,010.80 178.71 415.35 ,836.19 1,227.69 1 335.27 255.67 35.88 870.70 20.25 18.59 169.14 106.06 199.44 49.67 37.63 112.18 15.96 51.82

ited

31st March,

2008

42.04 1,728.35

lacs) 31st

March, 2008 48.87 50.00 56.98

- 5.04 1.83 162.72

in lacs) 31st

March, 2008 4,744.42 776.52 115.16 368.39

1,370.72 1,468.29 290.20 370.38 55.39 635.35 33.52 65.06 125.86 85.64 248.41 46.57 16.70 63.90 20.93 81.24

ParticulaPaymentTelephonSubscripperiodicAdvertisGeneral Total

ANNEXU STATEM

Sr. No Partic A Restat

B Tax raand ed

C

Tax thsurchaeduca

Adjus D Perma Disall FBT d Donat Divid

Adjuson sal

Donat

Incomheads

Deduc80JJAA

Prelimsepara

Total E Timin

DifferdepredepreIncom

provisencashunder

Disall

ars ts to auditorsne charges

ption, Books &als sement expen expenses

URE XXII

MENT OF TAX

culars ted profit befoate(including ducation cesshere on(includarge and

ation cess) stments : anent Differelowance u/s 3

debited to P&Ltion disalloweend exempte

stments on prle of assets tion under sec

me taxable unds ction under sA

minary expensately

ng differencerence betweeneciation and teciation as perme sion for Gratuhment and Bor section 43B lowance u/s 4

O

&

nses

1

X SHELTER

ore tax surcharge s) ding

ences 36(1)(a) L account ed d

rofit /loss

ction 80G der other

ection

ses shown

e n book tax r Return of

uity, Leave onus

40(a) (ia)

31st

October, 2012

M

2.71 30.91

2.07 6079

56.73 10,027.39 1

31st October,

2012 2,990.2

32.44

970.0

-

-

-

(200.00

(200.00

57.9

-

193

31st March,

2012 M

4.90 52.05

2.79 3.57 65.89 7,372.02 20

31st March,

2012 20 10,236.8

% 33.22

02 3,400.6

- - - 2.0- (48.9

- (5,949.1-

-

0) (700.0

0) (6,696.0

91 111.9

- -

31st

March, 2011

M

2 3.87 46.25

7.02 2.95 53.70

0,022.64 16

, 31st

March,2011

81 4,726.5

2% 33.22%

67 1,570.1

- - 00 17.8

90) (49.80

6) -

-

00) (698.07

06) (730.00

98 (472.29

- 405.3 -

Scotts Ga

31st March,

2010

M

2 3.31 44.03

4.46 4.23 163.96 6,602.70 13

31st

March, 2010

55 4,324.6

% 33.99%

6 1,469.9

- - - -

87 11.90) (49.80

- 15.2 - 0.2

- -

7) (577.90

0) (600.25

9) (660.19

32 332.4 -

arments Limi

31st March,

2009

M

2 7.61 78.33

1.74 4.43 100.67

3,381.50 11

(`

31st

March, 2009

61 3,720.51

% 33.99%

93 1,264.60

- 0.63- 94 15.950) (60.00

26 (864.3625

- (7.61

0) (412.35

5) (1,327.74

9) (327.57

44 169.96 - 0.40

ited

31st March,

2008 3.76 40.94

13.96 2.38 118.16 1,161.83

` in lacs)

31st

March, 2008

1 3,509.63

% 33.99%

0 1,192.91

3 4.44- 10.625 12.17

0) (50.00

6) 1.66- (0.05

) (20.02

5) (86.92

4) (128.10

7) (129.37

6 184.340 10.33

3

%

1

4 2 7

0)

6 5)

2)

2)

0)

7)

4 3

Sr. No Partic

Allowpaym

Allow

Allow35DD

Disallamalg35DD

Gratuyear

Earne Bonus Total F Net ad

G Tax exthereo

Tax lia STCG LTCG H Tax li

I

Intere234C oTax A

J Total Note: 1. The statlosses, as 2. Adjustrespective3. The per ANNEXU SCHEDU

ParticulaEquity shvalue peshare-RsDividend(Final) Rate of dAmountCorpora

culars wance u/s 40 (

ent wable expensewable expense

lowance of gamation expe

uity paid durin

ed leave salarys paid djustments (Dxpenses or (saon (F*B) ability (C+G)

G G iability est u/s 234A, of the Income

Act, 1961 tax liability

tement of taxrestated, of th

tment on accoe years and larmanent / tim

URE XXIII

ULE OF DIVID

ars hare capital (F

er s.10) d on equity sh

dividend in (%t te dividend ta

(a)(ia) on

es u/s 35D es u/s

enses u/s

ng the

y paid

D+E) avings)

234B and e

x shelter and ahe Company ount of restatatest tax assesming differenc

DEND PAID

Face

hares

%)

ax

31st

October, 2012

-

-

57.9 (142.09

(46.09 923.9

923.9

923.9

adjustment ha

tement are cossment status ce also consid

D

31st October,

2012

2673.83

NIL

- -

194

31st March,

2012

- -

-

-

- - - 91 111.99) (6,584.0

9) (2,187.293 1,184.2 - - 228.293 1,412.5

- 93 1,412.5

ave been prep

nsidered in th positions

ders the incom

31st March,

2012

2673.83

10.00% 267.38

43.37

,

31st March,

2011

- -- (0.98

- -

- -

- (24.02- (119.17

(240.5798 (451.71

08) (1,181.71

23) (392.5629 1,177.6 - 26 55 1,197.6

- 17.955 1,215.6

pared as per t

he tax shelter

me - tax return

31st March,

2011

2673.83

10.00% 267.38

44.40

Scotts Ga

31st

March, 2010

- 8)

- (0.64

- 3.2

2) (12.167) (55.777) 1) (393.101) (993.35

6) (337.6460 1,132.2 - -

69 1,132.2

99 68 1,132.2

the summary

r based on ret

ns filed by the

31st March,

2010

2673.83

10.00% 267.38

44.40

arments Limi

31st

March, 2009

- (9.15 -

4)

22

6) (23.347) (80.52 - (107.120) (377.345) (1,705.08

4) (579.5629 685.04 - - 1.2029 686.24

- 29 686.24

y statement of

turn of Incom

e company

(` 31st

March, 2009

2673.83

10.00% 267.38

45.44

ited

31st

March, 2008

5) - (1.90

-

-

4) (4.582) (13.092) (33.924) 11.818) (116.29

6) (39.534 1,153.38- 3.230 0.414 1,157.02

- 9.914 1,166.93

f profit and

me filed for

` in lacs) 31st

March, 2008

2473.83

10.00% 247.38

42.04

- 0)

-

-

8) 9) 2) 1

9)

3) 8 3 1 2

1 3

ANNEXU STATEM

Sr. No Part

EarnRs.)

A

Netrestto e

B

Weiequoutsyear

C Bas

Retu(D/E

D

Netrestto e

E Net

Netequ

F Totaliab

G

Weiequdur

ANNEXU Statemen

Sl. No

A B C

D E F G H

URE XXIV

MENT OF KEY

ticulars nings per sha) t profit after tatated attributaquity share highted averag

uity shares standing durir ic EPS (A/B) urn on NetwE) t profit after tatated attributaquity share h

tworth t Asset Valueuity share (F/Gal Assets less

bilities ighted averag

uity shares outing the year.

URE-XXV

nt of Capitaliz

Debt Short TermLong TermTotal DebShareholdShare capiReserves aTotal sharLong termTotal Debt

Y ACCOUNT

are (In

ax as able

holders ge no.

ing the

orth (%)

ax as able

holders

e per G)(Rs.) total

ge no. tstanding

2

zation

Particulars

m Debt m Debt * bt ders’ funds ital and surplus reholders fun

m Debt/Equityt/Equity (C/

TING RATIO

31st October,

2012

2,041.05

26,735,250 6.62

8.39

2041.05 24,323.38

90.98

24,323.38

26,735,250

s

nd y(B/F) F)

195

OS

31st March,

2012

8,403.95

26,735,250 2 31.43

36.88

8,403.95 22,784.25

85.22

22,784.25

26,735,250 2

Pre issue Octobe

1910 11493059

2673

21642432

0.41.2

31st March,

2011

3,493.06

26,735,250 2 13.06

22.64

3,493.06 15,428.78

57.71

15,428.78

26,735,250 2

as at 31st er, 2012

4.08 91.69 5.77 3.83 9.55 3.38

47 25

Scotts Ga

31st March,

2010

2,784.23

26,735,250 2 10.41

21.44

2,784.23 12,985.26

48.56

12,985.26

26,735,250 2

(` in laPost issu

-- -- --

-- -- -- --

--

arments Limi

31st March,

2009

2,721.83

24,904,917 1 10.93

24.17

2,721.83 11,260.56

42.11

11,260.56

24,904,917 1

acs) ue **

ited

(` in lacs) 31st

March, 2008

2,224.70

16,845,165 13.21

29.90

2,224.70 7,441.12

30.08

7,441.12

16,845,165

Note: 1) * 2) **

bu

ANNEXU STATEM A. Related

Name of rela31st October

Key Manage

1.Mr.NaseeAhmed, Managing Director 2.Mrs.NuzhAisha NDirector

Associates/E

1. Fashionciti Limited 2. Plantations Private Lim3. Scotts Mand Private Lim4. Infrastructuand DevelopmePrivate Lim5. InfrastructuPrivate Lim6. CoppersRealty PLimited 7.Inmark Private Lim8. Scotts ApPrivate Lim9. Scotts FaPrivate Lim10. Scotts Private Lim

Amount repa*The correspouilding proce

URE XXVI

MENT OF REL

d parties

ated parties &r, 2012 31st

ment Personnr 1.Mr

AhmManDire

hat Naseer

2.MrAishDire

Enterprises ovScotts India

Scotts

mited Metals Mines

mited Scotts

ure

ent mited

GFI ure

mited s Coin Private

Retail mited pparels

mited ashions

mited Wears

mited

1. FashLim2. PlanPriv3. Sand Priv4. Infraand DevPriv5. InfraPriv6. CRealLim7.InmPriv8. ScPriv9. ScPriv10. Priv

ayable withinonding post ess and hence

LATED PART

& description oMarch 2012

nel r.Naseer

med, naging ector rs.Nuzhat ha Naseeector

ver which dirScott

hionciti Indiamited

Scottntations vate Limited Scotts Metal Mine

vate Limited Scott

astructure

velopment vate Limited

GFastructure

vate Limited Coppers Coinlty Private

mited mark Retai

vate Limited cotts Apparelvate Limited cotts Fashion

vate Limited Scotts Wear

vate Limited

n 1year from 1

issue figurese have not bee

TY TRANSA

of relationshi31st March

1.Mr.NaseAhmed, ManagingDirector

er 2.Mrs.NuAisha Director

ectors and /ots a

ts

s s

ts

FI

n e

il

s

ns

s

1.Scotts PlantationLtd 2. FashionciLimited 3. Scotts and Private Li4. Infrastrucand DevelopmPrivate Li5. InfrastrucPrivate Li6. CopperRealty Limited

196

1st November s are not deteen furnished.

ACTION

ip h 2011 31st

eer

g

1.MAhMaDir

zhat Naseer

2.MAisDir

or their relativ

ns Pvt

Scotts iti India

Metals Mines

imited Scotts

cture

ment imited

GFI cture imited rs Coin Private

1.ScPlaLtd2. FasInd

2012 is includerminable at

t March 2010

Mr.Naseer med,

anaging rector

Mrs.Nuzhat sha Naseer rector

ves have signcotts

antations Pvt d

Scotts shionciti dia Limited

Scotts Ga

ded in long te this stage, p

31st March

1.Mr.NaseeAhmed, Managing Director

2.Mrs.NuzAisha NDirector

ificant influen

1.Scotts PlantationsLtd 2. SFashioncitiIndia Limit

arments Limi

erm debt. pending com

2009 31st M

er

1.Mr.AhmeManaDirec

hat Naseer

2.MrsAishaDirec

nce

s Pvt

Scotts i ted

1.ScotPlantLtd 2. FashiIndia3. Scoand Priva4. Infrasand DevelPriva

ited

mpletion of bo

March 2008

Naseer ed aging ctor s.Nuzhat a Naseer ctor

tts ations Pvt

Scotts ionciti Limited

otts Metals Mines

ate Limited Scotts

structure

lopment ate Limited

ook-

11. Scotts Private Lim12.Pedigreeruction PLimited

B. Related

Parti

Remuneratimanagerial

Guaranteeskey personnel Loans givencompanies

Investmentsassociates

Sale of invAssociates

Sale of Garm

Receivable associates

ANNEXU CONTIN

Pa

Corporate by compangranted byLetter of bankers Liability export obliLiability ontax Estimated capital com

Knits

mited eConstPrivate

11. Priv12.PructLim

d Party Trans

iculars

ion to key personnel

Given by managerial

n to associate

s made in

vestments in

ments

from

URE-XXVII

NGENT LIAB

articulars

guarantee gny for term

y bankers credit issued

on accountigation n account of

amount mmitment

Scotts Knit

vate Limited PedigreeConst

ion Privatemited

sactions

31st Octob2012

115

48040

160

676

1299

979

ILITY NOT P

31s

Octob201

given loan

-

d by 2213

t of 15580

sales -

of 1875

ts

te

er, 31st March2012

5.00

198.0

0.00 48040.0

0.20

6.00 3008.7

- 2413.7

9.30

319.8

9.20 322.3

PROVIDED F

st ber, 12

31st

Marc2012

150.0

.40

2031.6

0.30

13320

-

.00

2106.0

197

h

31st March2011

00

198.0

00 48040.0

-

70 1

70

80

30

FOR IN RES

t ch 2

31st March2011

00

300.00

60

2038.5

.20

9958.4-

00

Nil

h 31stMarc

2010

00

198.0

00 45030.0

- 162.0

1.0 1

-

-

-

PECT OF:

h

31st March2010

0

300.00

50

1942.80

40

12107.5-

Nil

Scotts Ga

ch 31stMarc2009

00

198.0

00 20530.0

00

.0 1

-

-

-

h 31st

March 2009

0

7283.25

0

1600.60

53

6647.70 -

Nil

arments Limi

(` in lh 31st

March 2008

00

144.00

00

4660.00

- -

.0 1.0

- -

- -

- -

(` in lacs)

31st

March 2008

5171.05

443.00

5495.90

8.40

Nil

ited

lacs)

0

0

-

0

-

-

-

Mathe

a.

b.

c.

d.

anagement’s e Audited Fin

Overview o

Scotts Gartrends in started exproductio Our Comhave domembroideexport of

Our operathe apparinvolved readymaddevelopmcustomersmarkets m

Capacity Ex Our CompaPresently wand 1,17,36,of 40,000 kg Significant The Directostatements manufacturwithin next Factors that

Except as otfollowing imamong othe

• General e

As a compIndian ecpropelledwill thereand its ab

Discussion anancial Statem

of our Busine

rments Limitethe economy

xploring the on of quality g

mpany has stamain expertiry, printing, Ready Made

ations and facrel productioin producing

de garments ment, design

s. In future, wmore strongly.

xpansion

any normallywe have insta,000 pieces/an

g for Knitting

Developmen

ors confirm th as discloseding or profita twelve month

t may affect R

therwise statemportant facters:

economic and

pany operatinconomy has d by the grow

fore impact tbility to imple

MANAG

and Analysisments

ess:

ed (SGL) has gy during last market for garments and

te of the art fse in provid dyeing and Garments (R

cilities enableon chain, fromg readymade with modestudio and

we will contin.

y operates inlled capacity nnum for Kni & Processing

nt Subsequen

hat there haved in the RHability of our hs.

Results of Op

ed in this Offtors could cau

d business co

ng in India, wgrown stead

wth in industrhe results of ment the stra

GEMENT’S D

s of Financial

grown up con year. From adirect expor

d dependabilit

facilities for mding samplin washing. Pr

RMG).

e us to manufm managing apparels. SGrn manufactefficient sam

nue to explore

n either one of 99,72,000 itted Garmen

g and 30,000 p

nt to Last Fina

e been no eveHP which m company, or

perations

fer Documentuse actual re

onditions;

we are affecteddily over the rial activity aits operations

ategies will be

198

DISCUSSION

l Condition a

nsiderably dua modest begrts, and has ty in delivery

manufacturinng and desiresently, we

facture readym the design t

GL is one of thturing facilitimpling infras new markets

shift or two pieces/annu

nts respectivelpieces for and

ancial Period

ents or circummaterially or

r the value of

t, the Risk Fasults to differ

d by the gene past severand robust sers. The growthe influenced b

N AND ANA

and Results o

uring last few ginning involin course of

y schedules in

ng the hi-fashgn and havare largely e

made appareto delivery ahe competitivies, fully bastructure to s domestically

shifts depenum for manufly. We propos

d Trouser Mak

d

mstances sincadversely afff our assets,

ctors given inr materially f

ral economic l years. Thisrvices sector. h prospects ofby macroecon

Scotts Ga

LYSIS

of Operation

years in spitelving taking f time establ

n the export m

hion Ready Mve additionalengaged in m

el by spanningand quality ave manufactuacked by facprovide qua

y and intend t

nding on thefacturing of Wse to install adking.

ce the date offect or is likor our ability

n this Offer Dfrom the expe

conditions ins improved p The overall f the business

nomic growth

arments Limi

ns as Reflecte

e of the recessup job worklished a stat

market.

Made Garmenl facilities sumanufacturin

g various aspassurance prourer and expocilities for pality services o cater intern

e orders in hWoven Garmdditional cap

f the last finakely to affect y to pay liabi

Document andectations incl

n the country.performance economic gros of the Comp

h.

ited

ed in

sionary s, SGL tus for

nts. We uch as ng and

pects of ocesses orter of product to its

national

hand. ments

acity

ncial the lities

d the lude,

. The was

owth pany

e.

• Our abilit

Our growother resoimpact the

• Factors af

Any suchmay affec

• Increasin

The garmof small aOur princIndustriesIndus Filain China,

• Cyclical o

Cyclical ofinancial p

• Changes i

There arecomply/ fnecessary

• Changes i

External fparts of thfinancial p

• Changes i

Since, moforeign exliquidity o

Outlook

The compinnovatiopeople degood perfdrivers oftrends anLimited re

ty to successf

wth plans are ources. Any de Company’s

ffecting indu

h changes in tct the activitie

g competition

ment manufactand medium scipal competis Limited, Goa and Mudra Bangladesh a

or seasonal fl

or seasonal fperformance

in laws and r

some laws afollow. In cas

y permits and

in fiscal, econ

factors such ahe world coulperformance.

in the foreign

re than 90% oxchange controf cash in the

pany is commn using best

evelopment anformance of gf the Indian e

nd we believeemain optimi

fully implem

considerabledelay in imples roll out sche

strial activity

the industriaes of the Texti

n in the indu

turing industsized manufaitors in our mokaldas Expo Lifestyle Limand Vietnam.

uctuations in

fluctuations iat large.

regulations th

and regulationse of a failure approvals ou

nomic or poli

as potential teld constrain o

n exchange co

of the turnoverol regulation market whic

mitted to put t practices, and expansiongrowth by useconomy conte it will helpistic about ou

ment its strate

e and would ementation odules and cau

y;

l policies relale industry et

ustry;

try, globally aacturers havin

manufacturingorts Limited,

mited. Further

n the operatin

in the operat

hat apply to t

ns applicable e to comply wur business m

itical conditio

errorist attackour ability to

ontrol regula

er of the compn, mainly interh in turn may

continuous eadopting aggn of manufactsing better tetinue to exist

p our industrur future.

199

gy and its gro

put significanof its strategy use cost and t

ating to textiltc. may affect

and in India, ng a local preg operations i House of Pr we also face

ng results;

ting results o

the industry;

to the industwith these lawmay be affected

ons in India;

ks, acts of war do business,

ations, interes

pany is exporrest rates andy affect the pu

efforts for progressive salesturing capacitechnologies an. The overall y to grow at

owth and exp

nt demands o and its growtime over run

le industry, tt our results o

is highly fragesence in Wesin India inclu

Pearl Fashion e competition

of the Comp

try in which ws and regulat

d.

r or geopolitic increase the c

st rates and ta

rted to differed tax laws perurchasing pow

oviding qualits and marketty. The compnd consistent scenario for t a faster rate

Scotts Ga

pansion plan

on our managwth and expanns.

tariffs, excise of operation.

gmented, witstern Europe, ude, among o Limited, KP

n from regiona

pany may aff

we operate, wtions or to ob

cal and socialcosts and neg

ax laws in Ind

ent countries rtaining to Indwer of the eco

ty products wting strategieany is confidt efforts. Funeconomy is se, and we at

arments Limi

s;

gement teamnsion plans c

duties etc w

th a large num China and In

others, MandhPR Mills Limal players loc

fect the endu

which we havbtain or renew

l turmoil in mgatively affect

dia.

any change india may affeconomy.

with researches, investmenent of continu

ndamental groshowing reco Scotts Garm

ited

m and ould

which

mber ndia. hana

mited, cated

uring

ve to w the

many t our

n the ct the

h and nt in uous owth

overy ments

Overview The followMarch, 31appear in The Audi

Particular

Revenue fOther IncoTotal Inco

Total ExpTotal expoperationDepreciatDepreciatoperationFinance CFinance operationProfit / (lProfit / (lfrom operProfit / (litems Profit /(looperation

Financial Pe Total IncomDuring the lacs in FY suspension months dur During the gain of ` 594in FY11 to ` Total ExpenThe total exmajor items

w of our resul

wing discussi1 2012, 2011, this offer doc

ted Financial

rs

from Operatioome ome

enses penses as a ns tion tion as %

ns Cost

Cost as %ns

oss) before Taloss) before Trations loss) After Ta

oss) after tax ns

erformance o

me: year under r11. The reve

of the printiring the FY 12

year under r49.17 lacs wh

` 6587.83 lacs

nditure: xpenditure as s of expenses i

lts of operatio

ion of the fina2010, 2009 re

cument.

Statements a

ons

% of Reven

of Revenu

of Revenu

ax Tax as a % of

ax and extra

as % of Reven

of F.Y 2011-12

review, the reenue from oing and dyei2.

eview the comhich has contr

in FY12.

a percentageis as under :

ons

ancial conditiespectively in

are prepared i

nue from

ue from

ue from

Revenue

ordinary

nue from

2 Vs. F.Y 2010

evenue from ooperation for ing unit of th

mpany had sibuted to the

e of total incom

200

ion and resulncluding the

in accordance

31st March, 2012

50025.466587.83

56613.2942852.13

85.661442.12

2.882082.23

4.1610236.81

20.46

8403.95

16.80

0-11

operations w the FY 12 whe company

sold certain in substantial in

me remained

lts of operationotes thereto

e with the Ind

31st Marc2011

6 495273 847

9 503743 42704

6 862 1452

8 23 1491

6 31 4726

6 9

5 3493

0 7

was ` 50025.46was largely cat Tirupur.

nvestments inncrease in the

largely const

Scotts Ga

ons for the fino and the rep

dian Accounti

ch, 31st Ma2010

7.73 43,017.14 41

4.88 43434.85 3622

6.22 82.06 1,23

2.93 .41 1,64

.01

.55 4,32

9.54 1

.06 2,78

7.05

6 lacs as compconstant dueThe said un

n equity sharee other incom

tant in FY12.

arments Limi

nancial year eports thereon

ing Standards

(` iarch, 0

31st M200

17.07 36,318.91 10

35.98 37426.95 314

84.22 39.81 9

2.88 44.61 1,2

3.82

24.61 3,7

10.05

84.24 2,7

6.47

pared to ` 49e to the temp

nit was closed

es and earnedme from ` 847.

The breakup

ited

ending which

s.

in lacs) March,

09

387.70 055.86

443.56 496.52

86.56 990.34

2.72 236.19

3.40

720.51

10.22

721.88

7.48

9527.73 porary d for 5

d a net 14 lacs

p of the

During thewas purchaan increase Further, thetemporary s Interest andDuring the and financiawas a non athe rupee pa DepreciatioFY11 to ` 24fact that thtowards the Profit after around 7.05the compan Long Term FY 11 to ` 9Doddaballa Fixed Asset5895.96 lacsDoddaballa2453.48 lacs Financial Pe Total IncomDuring the lacs in FY 10 The other inexchange fluextent of `12 Total Expenup of the m

Raw Materimaterial as more of womanufacturcompared tincrease in t

e year under rsing finished in the cost of

ere was decreshut down of

d Financial chFY12, there w

al charges in tavailability ofacking credit

on: Although 4474.71 lacs in

he additions e end of the fin

Tax: Profit af5% in FY11. Tny.

Borrowings 9718.95 lacs inapur and Kola

ts: There has s. This is maiapur. Apart frs as at the end

erformance o

me: year under r0. The growth

ncome of the cuctuation, inc21.04 lacs.

nditure: The tajor items of e

ial Cost and Ma percentage oven garmenring and otherto F.Y.10 duethe number o

review due to knits fabrics raw material

ease in emplo the dyeing an

harges was an overathe companyf packing cre limits (PC). T

there has been FY 12 the din fixed assenancial year.

fter tax for F.YThe said incr

: The net incrn FY12 was dar.

been an addiinly due to throm the additd of FY 12.

of F.Y 2010-11

review, the reh in operation

company incrcrease in inco

total expendiexpenses is as

Manufacturin of revenue fr

nts and less or expenses due to increase

of employees i

o the tempor instead of pul consumed a

oyee cost in Fnd printing u

all increase in. Further durdit in foreignThis has also

en an increasedepreciation aets with rega

Y 12 was arouease was mai

rease in the lodue to availm

ition in the fixhe addition intion in fixed a

1 Vs. F.Y 2009

evenue from ons by around

reased from `ome from win

iture as a percs under :

ng and other rom operatioof knitted gauring the peri in the salarin the compan

201

rary closure ourchasing yarns a percentag

FY 12 as comunit at Tirupu

n the bank lenring the samen currency (PC added to the

e in the grossamount has shard to the D

und 16.80% ofinly due to th

ong term borrment of term l

xed assets of n Building anassets there is

9-10

operations w15% was due

` 418.91 lacs ind power gen

centage of tot

expenses: Thns due to a ch

arments. Thisod under revies and wageny.

of the dyeing n and conver

ge of sales by ~

mpared to FY ur from Febru

nding rates we period due tCFC) limits a increase in th

s block of fixehown a marg

Doddaballapu

f the revenuehe capital gai

rowings of theoan from Can

the companyd plant and m also capital w

was ` 49527.73e to increase in

in FY10 to ` 8neration and

tal income ha

here was a dehange in prod

s change alsoview. The empes and other

Scotts Ga

and printingrsion of the sa~14%.

11. This wasary 2011 to A

which has pusto the currencand the comphe interest cos

ed assets fromginal decreaser project hav

e from operatins on the sale

e company fronara Bank for

y during the Fmachinery forwork in progr

3 lacs as compn additional c

847.14 lacs in Falso refund o

as remained c

ecrease of ~7%duct mix from

o contributedployee cost inr related ben

arments Limi

g unit, the comame. This has

s mainly dueAugust 2011.

shed up the incy fluctuationpany had to ast of the comp

m ` 18578.75 le. This is dueve been capi

ions as compae of investme

om ` 7409.07 r the new pro

FY12 to the tur the new proress to the tun

pared to ` 43capacity.

FY 11 on accoof income tax

constant. The

% in the cost m manufacturd to the increncreased in F.Yefits on acco

ited

mpany s led to

to the

nterest n, there avail of pany.

lacs in e to the italised

ared to ents by

lacs in oject at

ne of ` oject at ne of `

3017.07

ount of x to the

e break

of raw ring of ease in Y.11 as

ount of

Interest andbeen an incrates duringfor the FY11 Depreciatioprevious ye Profit after around 6.47 Long Term to ` 7409.07Doddaballa Fixed Assetexpansion /Doddaballa Financial Pe Total IncomDuring the compared tfactory unit The other inhas been du` 870.98 lacgeneration tcompany. Total Expencompared to Raw Matermaterial as in the manuin the produ` 8254.26 laincrease in t Interest andto `1644.61 company haup of the 2.1 Depreciatioprevious ye

d Financial ccrease in the g this period. 1.

on: There hasear to the exte

Tax: Profit af7% in FY10 du

Borrowings:7 lacs i.e. a n

apur Project an

ts: There has/modernizatiapur.

erformance o

me: year under to F.Y 2008-09ts in Bangalor

ncome of the ue to the fact tcs. The othethrough the w

nditure: The o 86.56 % in t

ial Cost and a percentage

ufacturing anduction levels

acs in FY10 duthe number o

d Financial ch lacs in FY10ad availed fre1 M.W capaci

on: There hasear to the exte

harges: Durinworking cap These factor

been an incrent of ` 212.25

fter tax for F.Yue to increase

The outstandnet increase ond towards a

s been an adion at the exi

of F.Y 2009-10

review, the 9 on accountre and Tirupu

company hathat during FYer income ofwind mill bel

total expendthe F.Y 2008-0

Manufacturi to revenue fd other expenof the compaue to increas

of employees i

harges: The i0 due to the iesh term loanity windmill.

been an incrent of ` 249.46

ng FY 11 the ital loan avairs have led to

rease in the d5 lacs due to c

Y 11 was aro in other inco

ding balance of ` 292.72 laaddition of fix

dition in the isting units a

0 Vs. F.Y 2008

revenue from of efficiency

ur.

as decreased fY09 there hadf FY10 includlonging to Ar

diture for F.Y09. The break

ing and othefrom operationses from ` 71any. And the e in the salarin the compan

interest and fiincrease in w

n to the extent

rease in the d6 lacs due to a

202

Company hailed. There w

o a decrease to

depreciation pcertain additio

und 7.05% ofome .

of secured loacs. This incrxed assets in t

fixed assets and also purc

8-09

m operationsy in execution

from ` 1055.8d been a profides ` 167.34rora Fashions

Y 2009-10 wak up of the ma

r expenses: ons due to eco139.73 lacs in employee cosries and wageny from 9755

inancial chargworking capitat of ` 2350 lac

depreciation paddition in fix

ad repaid somwas a reducto the extent o

provided by ton in fixed as

f the revenue

oans has increrease is mainthe existing op

of the compachase of land

s for F.Y 200n of more exp

86 lacs in FY0it of sale of as lacs by ways Ltd. which

as 84.22% of ajor items of e

There has beonomies of sc FY09 to ` 834st has increases and other in FY09 to 11

ges have increal loan and t

cs to fund the

provided by txed assets.

Scotts Ga

me of its termion in the ge

of `153.20 lacs

the company sets.

from operati

eased from ` 7nly due to avperations.

any during th at Peenya in

09-10 is increport orders b

09 to ` 418.91ssets / investmy of income has been ama

the revenue expenses is as

een a decreasecale. There h48.43 lacs in Fsed from `624related benef

1702 in FY10.

eased from `1term loan du expansion p

the company

arments Limi

m loan but theeneral bank les in the intere

as compared

ions as compa

7116.35 lacs inailment of lo

he FY11 for gndustrial esta

eased by ~18by establishin

1 lacs in FY10ments to the t from wind algamated w

from operatis under:

e in the cost has been an inFY10 due to in41.73 lacs in Ffits and also

1236.19 lacs inuring the yearprogram and

as compared

ited

ere has ending est cost

d to the

ared to

n FY10 oan for

general ate and

8 % as ng new

0. This tune of power

with the

ions as

of raw ncrease ncrease FY09 to due to

n FY09 r. The setting

d to the

Profit after around 7.48 Long Term to ` 7116.35the year. Tprogram an Fixed Assetmainly on aoperations oon the said lexisting uni An analysihereunder: 1. Unusual There h

“unusua 2. Significa

continui Any slow

could affto implem

3. Known t

sales, rev

There arcosts and

4. Future c

increase

Increase companycustomer

5. The exte

introduc

The incre

6. Total tur

Indian tecountry’semploymClothing

Tax: Profit a

8% in FY09. Th

Borrowing: 5 lacs in FY10The companynd setting up o

ts: There has account of inson 30th Marchland. The othits.

s of reasons

l or infrequen

have been no al” or “infrequ

ant economiing operation

wdown in thfect the businment strategy

trends or Uncvenue or inco

re no known d profits of th

changes in r in labour or

in the cost oy. Further, thrs in full. This

ent to which ction of new p

ease / decrea

rnover of each

extile industrs Gross Dom

ment to 35 milg sales genera

after tax for F.his was due t

The outstand0. This increay had availedof the 2.1 M.W

been an addistallation of 2h, 2010. The cher addition i

s for the cha

nt events or tr

events, otheuent”.

ic changes tns

he growth of ness, includiny and the pric

certainties thome from con

trends or unhe company fr

elationship b material cost

of the produche company is can be offse

material incrproducts or s

ase in turnove

h major indu

ry contributemestic Produllion people wated USD 52

.Y 10 was aroto increase in

ding balance oase is due to td fresh term W capacity wi

ition in the fix2.1 M.W capacompany hasin fixed assets

anges in sign

ransactions

r than as des

that material

Indian econog the future f

ce of the Equit

hat have had ntinuing oper

ncertainties throm continuin

between costs or prices th

cts in which tis not able tot through cos

reases in net ervices or inc

er is only on a

ustry segment

es about 14 puct (GDP), 17which include Billion in 20

203

ound 6.47% of finance charg

of secured lothe increase iloan to the e

indmill.

xed assets of acity Windmis also purchass is on accoun

nificant item

scribed in thi

lly affected

omy or futurfinancial perfty Shares.

or are expectrations

hat may haveng operations

sts and revenhat will cause

the Companyo pass on thest reduction.

sales or revecreased sales

account of inc

t in which th

per cent to I7 per cent tes substantial008-09 bifurc

f the revenue ges and other

ans has incren working caextent of ` 2

the companyill at Bellary. sed land at Tant of general e

ms of income

is Offer Docu

or are like

re volatility iformance, sha

ted to have a

material advs.

nues, in casee a material ch

y deals, will a increase in p

enue are due prices

rease in sales

he Company o

Industrial Proto export earl number of Scated as USD

Scotts Ga

from operati operating ex

eased from `6apital loan an2350 lacs to f

y during the F This windmarapur and coexpansion /m

e and expend

ument, which

ely to affect

in global comareholders’ fu

material adv

verse impact

e of events hange are kn

affect the proprices of the

e to increased

s prices and v

operated

oduction, 4 prnings and p

SC/ST and woD 33.4 billion

arments Limi

ions as compaxpenses.

6380.95 lacs innd term loan dfund the exp

FY10. This hamill has commonstructed bu

modernization

diture is giv

h may be call

t income fro

mmodity pricunds and abil

verse impact

on the incom

such as futunown

ofitability of t product to t

d sales volum

olume.

per cent to tprovides direomen. Textile from domes

ited

ared to

n FY09 during

pansion

as been menced uilding n at the

ven

led

om

es, ity

on

me,

ure

the the

me,

the ect

e & stic

market ais export

7. Status of

We have

8. The exte

Our busi 9. Competi

We face improvin Our prinMandhanLimited, players l

10. Cautiona

Statemenobjectiveapplicabexpectatiimplied.

and US $ 21.60ted.

f any publicly

e not publicly

ent to which t

iness is not se

itive conditio

competition ng market sha

ncipal compna Industries Indus Fila aocated in Chi

ary Statemen

nts in this re, expectationle security laion of future

0 billion from

y announced

announced a

the business

easonal and n

ons

from both unare which cou

petitors in ous Limited, Gokand Mudra Lina, Banglade

nt

report on Mns or predictiaw and regu events. Actu

m exports. Nea

d new produc

any new prod

is Seasonal

no major cyclic

norganized auld exacerbate

ur manufactkaldas Export

Lifestyle Limiesh and Vietn

anagement Dions may be

ulations. Thesal results cou

204

arly 40 per ce

ct

ducts.

cal trends are

and other orge by cheap im

turing operatts Limited, Hited. Further

nam.

Discussion a forward loose statementsuld however d

ent of the text

e observed in

ganized playemports.

tions in IndHouse of Pearl

we also face

nd Analysis oking statemes are based differ materia

Scotts Ga

tiles produced

this industry

ers, leading t

dia include, l Fashion Lime competition

describing ents within ton certain aally from tho

arments Limi

d in the count

y.

o difficulties

among othemited, KPR Min from region

the companythe meaning ssumption anse expressed

ited

try

in

ers, ills nal

y’s of nd or

OU

I. C T

II.

Ca

(a)

(b)

(c)

(d)

(e)

UTSTANDIN

CONTINGEN

The contingen

Letter of CLiability oEstimatedTotal

OUTSTAND The Issuer

• Pen

• Outthe

• Sucthe be a

• Disc(SEBventhe

• Cason p

• PenoffeSch

• PenoffeComOfferesp

ses filed agai

Civil Cases

Criminal Ca

Cases filed

Pending Lit

Pending dis

SEC

NG LITIGAT

NT LIABILIT

nt liabilities n

Credits issuedon account of d Amount of C

DING LITIGA

r Company ce

nding litigatio

tstanding litig company inc

ch cases of pen promoter weassociated wit

ciplinary actiBI)/ Stock Ex

ntures (irrespe Companies A

ses against thepromoter.

nding litigatioences (includihedule XIII of

nding litigatioences/civil ofmpany/Promer Documentponsibility of

inst the comp

- NIL

ases - NIL

against the c

tigation Und

sputes under

CTION V - L

ION, MATER

TIES NOT PR

ot provided f

Particulars

d by banker o export obligaCapital Comm

ATIONS INV

ertifies that ex

ons against th

gations, defaucluding prosec

nding litigatioere associatedth particular

ion/ investigxchanges agaective of the fAct 1956.

e Company o

on, disputes, ing past case the Compani

ons, defaults, ffences, any d

moter and thet and that no the informati

pany

company und

er Central Ex

r Income Tax

LEGAL AND

RIAL DEVEL

ROVIDED FO

for as on 31st O

s

of the Companation mitment

VOLVING SC

xcept as state

e company.

ults etc pertaicution under

ons, defaults d in the past blitigation.

gation has beainst the Comfact whether

or its Promote

defaults, nons and irrespeies Act, 1956)

non paymendisciplinary aeir business v litigations haion mentione

der labour law

xcise Act And

Act

205

REGULATO

LOPMENTS

OR:

October, 2012

ny

COTTS GAR

ed herein ther

ining to matte the Compani

etc in respectbut are no lon

een taken bympany, its diror not they fa

er of economi

n-payment oective of whe against the p

nt of Statutoryaction taken bventures/Dirave arisen an

ed in the Offer

ws: Nil

d Service Tax

ORY INFORM

AND OTHER

2 are as follow

Amoun(` in lac

2151

19

RMENTS LIM

re are no:

er likely to affies Act 1956 (

t of Companienger associated

y Securities arectors, promall under the

c offences in w

f statutory dether specifiedpromoter and

y dues, proceby the Board ectors other

nd the Compar Document.

Act: Nil

Scotts Ga

MATION

R DISCLOSU

ws:

nt cs)

2213.40 5580.30 1875.00 9668.70

MITED:

fect operation(1 of 1956).

es/firms/vend, and their n

and Exchangemoter and thee purview of s

which penalt

dues, proceedd in paragrap their busines

eedings initia /Stock Exchthan those many and its D

arments Limi

URES

ns and financ

ntures with wnames continu

e Board of Ieir other busisection 370(1B

ties were imp

dings initiatedph (i) of part ss ventures.

ated for econoanges agains

mentioned inDirectors take

ited

es of

which ue to

India iness B) of

osed

d for 1 of

omic t the

n this e full

(f)

Ca

(

(

I

I

(

(

(

Pending dis

ses filed by t

(a) Civil Cas

(b) Criminal

III. OUTSTA There arefinancial iholders lidefaults ieconomic awarded the Comp Legal pro

(a) Proceed (i) By th

(ii) Again

(b) Proceed (i) By th

(ii) Again

IV. OUTSTA There arefinancial iholders lidefaults ieconomic awarded the Comp Legal pro

(a) Proceedin (i) By th

(ii) Again

(b) Proceedin (i) By the (ii) Again

(c) Cases und

sputes under

the Company

es - NIL

Cases – Nil

NDING LITI

e no outstandinstitutions, dike debenturin creation o / civil / anyand irrespect

panies Act, 19

oceedings by

dings of civil

e Directors -

nst the Direct

dings of crim

e Directors -

nst the Direct

ANDING LIT

e no outstandinstitutions, dike debenturin creation o / civil / anyand irrespect

panies Act, 19

oceedings by/

ngs of civil na

e promoter/g

nst the promo

ngs of a crimi

promoter/ grnst the promo

der Income ta

r the sales tax

y

IGATIONS I

ding litigationdefaults againe holders, fixf full securit

y other offenctive of whethe56) against th

or against the

nature

NIL

tors - NIL

inal nature

NIL

tors - NIL

TIGATIONS

ding litigatiodefaults againe holders, fixf full securit

y other offenctive of whethe56) against th

/against the p

ature

group entities

oter/group en

inal nature

roup entities:oter/ group en

ax Act agains

x act

INVOLVING

ns, disputes, nst banks / finxed deposits,ty as per termces (includinger they are sp

he promoter a

e directors of

INVOLVING

on, disputes, nst banks / finxed deposits,ty as per termces (includinger they are sp

he promoter g

promoter/grou

s: Nil

ntities: Nil

: Nil ntities: Nil

st the promot

206

G DIRECTOR

non-paymennancial institu, and arrearsms of issue, g past cases wpecified undeand director o

f Scotts Garm

G PROMOTE

non-paymennancial institu, and arrearsms of issue, g past cases wpecified undegroup compan

up entities

ter/ group ent

RS OF COMP

nt of statutorutions, defauls on cumulat other liabilitwhere penaltier paragraph of the Compan

ments Limited

ER AND GRO

nt of statutoryutions, defauls on cumulat other liabilitwhere penaltier paragraph nies.

tities: Nil

Scotts Ga

PANY

ry dues, overlts in dues towtive preferenties, proceedies may or m(i) of Part I ony except the

d

OUP COMPA

y dues, overlts in dues towtive preferenties, proceedies may or m(i) of Part I o

arments Limi

rdues to banwards instrum

nce shares issings initiated

may not have bf Schedule XI following:

ANIES

rdues to banwards instrum

nce shares issings initiated

may not have bf Schedule XI

ited

nks / ment sued, d for been III of

ks / ment sued, d for been III of

MA Thdat •

•

•

NoProour Ththe

ATERIAL DE

ere have beente of Red Her

We have avfor an amodated 14/0We have rProject. The Complacs from S

o circumstancospectus withr Company, o

ere is no subse reserves, pro

EVELOPMEN

n no significarring Prospect

vailed a shortount of ` 190003/2013 for anepaid a loan

pany has alsoState Bank of I

ces have arisenh SEBI, whichor value of its

sequent develofits, earnings

NTS

ant developmtus other than

t term loan fr0.00 Lacs and n amount of ` aggregating

received sanIndia toward

n since the dah materially ans assets, or its

lopment afters per share an

ment since then the followin

rom IndusInd ad hoc loan f` 1500.00 lacsto `1234.00 l

nction for terms the Dodaba

ate of last finand adversely ability to pay

r the date of tnd book value

207

e last audited ng:

d Bank Limitefrom Canara Bs lacs availed fr

m loan and wallapur Projec

ancial stateme affect or is liky its liability w

the Auditor's e of the Equit

Balance Shee

ed vide their sBank vide com

rom Canara B

working capit

ent until the dkely to affect within next tw

Report, whicty Shares of ou

Scotts Ga

et as of 31st O

sanction lettemmon hypot

Bank toward

tal loan aggr

date of filing the operationwelve months

ch will have aur Company.

arments Limi

October, 2012

r dated 09/04hecation agre

s the Dodaba

regating to `8

of this Red Hns or profitabs.

a material imp.

ited

till the

4/2013 eement

allapur

8540.00

Herring bility of

pact on

Onfurreqgraforin t Weapp Inc 1.

2.

Lab 1.

2.

3.

Tax 1.

2.

3.

4.

n the basis of rther major aquired by us anting these lr Company’s this behalf.

e require variprovals/licen

corporation a

Certificate ofKarnataka, In

Certificate puby the ROClimited Com

bour Registra

Employee’s PCommissionpartnership c Employee StCorporation the erstwhile

Registration on Profession

x Registratio

The Perman The Tax Acc The Tax IdeNadu) Unit

Certificate oRules 1994Commission

G

the indicativapprovals fro to undertakelicenses, Govefinancial sou

ious approvanses/permissi

and other Stat

f Incorporationdia.

ursuant to chC, Karnataka,

pany.

ation & Appr

Provident Funer vide letteconcern and t

tate Insurance vide letter ne partnership

certificate nons, Trades, Ca

n:

nent Account

count Numbe

entification Ns: 3366224001

of Registratio4 issued by nerate, Banga

GOVERNME

ve list of approm any Govee the Issue oernment of Inndness or for

als to carry onions:

tutory Comp

on dated 01/

hange of name Bangalore, I

rovals:

und code no: er no. KN/Pthe number re

e code no. 53/no. KAR. INSP concern and

o. P00100561 iallings and Em

Number (PA

er (TAN) BLR

Number (TIN1 issued by th

on under sect the Centraalore.

ENT/STATUT

rovals below, ernment author continue thndia and/ or r the correctn

n its business

liances:

03/2002, issu

e vide the FreIndia, conseq

KN/23114 iPF/ENP III Bemains the sa

/2061/1 issuPN. 53/F 23. the number r

issued to the mployment A

AN) AAFCS97

RS11395G issu

N) for Bangalohe Director of

tion 69 of theal Excise De

208

TORY AND B

we are permhorities or reghese business Reserve Ban

ness of any of

s in India. We

ued by the Re

esh Certificatequent upon C

ssued from tBDXX dated

ame).

ed by the Reg13.1.92 (BA)

remains the sa

company as Act, 1976.

703C issued b

ued by the Dir

ore (Karnatak Income-Tax.

e Finance Acepartment Su

BUSINESS A

mitted to carrygulatory auths activities. It

nk of India dof the statemen

e have receiv

egistrar of Co

e of IncorporaChange of N

the Office of d 1 0/11/199

gional Direct53-12061-19 dame).

per the sectio

by the Directo

rector of Inco

ka) Units: 296

ct, 1994 (32 ouperintenden

Scotts Ga

APPROVALS

y on businesshority or anyt must be unoes not take ants made or o

ved the follow

ompanies (“R

ation dated 19Name on conv

the Regional97 (Granted

or Employee’dated 02/05/

on 6A (1) of th

r of Income-T

ome-Tax.

660017109 an

f 1994) read nt, Registrati

arments Limi

s activities any other entitynderstood thaany responsibopinion expre

wing Governm

ROC”), Banga

9/06/2007 issversion to Pu

l Provident Fto the erstw

’s State Insur/1994 (Grante

he Karnataka

Tax.

nd Tirupur (T

with Serviceion, Service

ited

nd no y are at, in bility essed

ment

alore,

sued ublic

Fund while

rance ed to

a Tax

Tamil

e Tax Tax

5.

6.

7.

8.

9.

En

SN1

2

3

Central Excissued undeexcisable goUrban, Karnwhich it has

Central Excissued undeweaver/ haGounder Gashall remainsurrenders i Certificate oand Turnov

Certificate oCommission

Certificate oAssistant Co

vironmental

Sr. No Issuin

1. RegionKarnatPollutiBoard,Office

2. RegionKarnatPollutiBoard,Office

3. RegionKarnatPollutiBoard,Office

cise Registratier rule 9 of toods at Scotnataka. This cs been issued

cise Registratier rule 9 of theand processorarden, S. F. Nn valid till Sit or till it is re

of Registrationver) Rules, 195

of Registrationer of Comm

of Registratioommissioner

Licenses/Ap

ng Authority

nal Officer, taka State ion Control Regional Peenya

nal Officer, taka State ion Control Regional Peenya

nal Officer, taka State ion Control Regional Peenya

ion Certificatthe Central Ets Garments

certificate sha or surrender

ion Certificate Central Excr dealer of ya

No.262, KangeScotts Garmenevoked or sus

n as a dealer u56 as per rule

on as dealer uercial Taxes, B

on as a deal of Commerci

provals/Cons

Natu

Consent founder Se(PreventioPollution) premises Peenya Bangalore

Consent fsewage e25/26 of and Contfor the prStage, PeBangalore

Consent fsewage e25/26 of and Contfor the prStage, PeBangalore

te dated June

Excise Rules, Limited, No

all remain vals it or till it is

te dated Maycise Rules, 200arns and fabreyam Main Ronts Limited cspended.

under Centra 5(1) issued b

under KarnataBangalore, Ka

ler under Taial Taxes, Tiru

sents:

ure of Regist

or Operation ection 21 oon and C Act 1981at No. B-108

Industrial e- 560058 for existing deffluents un

the Water rol Pollutionremises at Neenya Induste- 560058 for existing deffluents un

the Water rol Pollutionremises at N

eenya Induste- 560058

209

e 06, 2011 bea2002 to Scott

o.481/B, 4th Pid till Scotts G

s revoked or s

y 05, 2011 be02 to Scotts Gics/ manufacoad, Nallur Vcarries on the

al Sales Tax Aby the Comm

aka Value Adarnataka.

mil Nadu Vupur, Tamil N

tration

of the Plant of the Air Control of 1 for the 8, III Stage, Estate,

discharge of der section (prevention

n) Act- 1974 No. B-108, III

trial Estate,

discharge of der section (prevention

n) Act- 1974 No. B-66, III trial Estate,

aring Registrts Garments Phase, PeenyGarments Limsuspended.

aring RegistrGarments Limicturer or read

Village, Tirupue activity for

Act, 1956 and Cmercial Tax off

dded Tax Act

Value Added Nadu.

Issuing

May 28,

May 28,

May 28,

Scotts Ga

ration No.AALimited as a

ya Industrial mited carries o

ration No.AAited operating

dymade garmur Tamil Nadr which it ha

Central Sales ficer, Bazaar c

t, 2003 issued

Tax Act, 200

Date V

2005 De

2005 De

2005 De

arments Limi

AFCS9703CXMa manufacture Area, Bangaon the activity

AFCS9703CEMg as a powerl

ments at Rassadu. This certifas been issue

Tax (Registracircle, Tirupu

d by the Assis

06 issued by

Validity Date

ecember 31, 20

ecember 31, 20

ecember 31, 20

ited

M001 er of alore y for

M002 loom appa ficate ed or

ation r.

stant

y the

e

014

014

014

SN4

5

6

7

8

9

1

Sr. No Issuin

4. RegionKarnatPollutiBoard,Office

5. EnviroOfficerState ControKolar

6. EnviroOfficerState ControKolar

7. DistricEnviroEngineNadu ControTirupp

8. DistricEnviroEngineNadu ControTirupp

9. DistricEnviroEngineNadu ControTirupu

10. DistricEnviroEngineNadu Contro

ng Authority

nal Officer, taka State ion Control Regional Peenya

onmental r, Karnataka

Pollution ol Board,

onmental r, Karnataka

Pollution ol Board,

ct onmental eer, Tamil

Pollution ol Board, pur.

ct onmental eer, Tamil

Pollution ol Board, pur.

ct onmental eer, Tamil

Pollution ol Board, ur.

ct onmental eer, Tamil

Pollution ol Board,

Natu

Consent foUnder Se(PreventioPollution) premises Peenya Bangalore

Consent fand Trade25/26 of and Contrfor the pPatte PalliRobertsonTaluk, Kol

Consent foUnder Se(PreventioPollution) premises aRoad, IV Pet, KGF,District.

Consent fsewage uWater (PrPollution) S.F. No. Tirupur District.

Consent fthe plant Air (PrevPollution) S.F. No. Tiruppur District.

Consent fsewage uWater (PrPollution) S.F. No. 2Tirupur District.

Consent fthe plant Air (PrevPollution) S.F. No. 2

ure of Regist

or Operation ection 21 o

on and C Act 1981at No. B-66

Industrial e- 560058 for dischargee Effluents un

the Water rol of Pollutio

premises at Ni Road, IV U

n Pet, KGFlar District. or Operation ection 21 o

on and C Act 1981at No. 1028/1Udayapuram, Bagarpet T

for Existing dunder sectionrevention and Act 1974 for226/1, Tiru

Taluk,

for Existing ounder Sectio

vention and Act, 1981 fo226/1, Tirup

Taluk,

for Existing dunder sectionrevention and Act 1974 for295, Veerapa

Taluk,

for Existing ounder Sectio

vention and Act, 1981 fo295, Veerapa

210

tration

of the Plant of the Air Control of 1 for the 6, III Stage, Estate,

e of Sewage nder Section (Prevention

on) Act 1974 No. 1028/1,

Udayapuram, F, Bagarpet

of the Plant of the Air Control of 1 for the 1, Patte Palli

m, Robertson Taluk, Kolar

discharge of n25 of the

d Control of r the unit at upur Town,

Coimbatore

operation of on 21 of the

Control of r the unit at ppur Town, Coimbatore

discharge of n 25 of the d Control of r the unit at

andi Village, Coimbatore

operation of on 21 of the

Control of r the unit at

andi Village,

Issuing

May 28,

October 3

October 3

October 16

October 16

A

A

Scotts Ga

Date V

2005 De

3, 2007 De

3, 2007 De

6, 2007 De

6, 2007 De

Applied for R

Applied for R

arments Limi

Validity Date

ecember 31, 20

ecember 31, 20

ecember 31, 20

ecember 31, 20

ecember 31, 20

enewal

enewal

ited

e

014

016

016

013

013

SN

1

1

1

1

1

1

Sr. No Issuin

Tirupp

11. EnviroOfficerState ControRegionTumku

12. DistricEnviroEngineNadu ControTirupp

13. DistricEnviroEngineNadu ControTirupp

14. Senior EnviroOfficerState ControBangal

15. EnviroOfficerState ControBangal

16. Senior EnviroOfficer

ng Authority

pur.

onmental r, Karnataka

Pollution ol Board, nal Office- ur

ct onmental eer, Tamil

Pollution ol Board, pur.

ct onmental eer, Tamil

Pollution ol Board, pur.

onmental r, Karnataka

Pollution ol Board, lore

onmental r, Karnataka

Pollution ol Board, lore

onmental r, Karnataka

Natu

Tiruppur District.

Consent funder theControl ofEmissions(PreventioPollution) premises SathyamanTumkur.

Consent fsewage uWater (PrPollution) S.F. No. 5Tirupur District.

Consent fthe plant Air (PrevPollution) S.F. No. 5Tirupur District.

Consent funder theControl ofEmissions(PreventioPollution) premises Industrial BangarpetDistrict.

Consent foand Trade 25/26 of thControl ofthe premisPatte Palli Robertson Taluk, Kola

Consent funder theControl of

ure of Regist

Taluk,

or discharge e Water (Prevf Pollution) As under on and C Act 1981at Plot No

ngala Indus

for Existing dunder sectionrevention and Act 1974 for505, Veerapa

Taluk,

for Existing ounder Sectio

vention and Act, 1981 fo505, Veerapa

Taluk,

or discharge e Water (Prevf Pollution) As under on and C Act 1981

at No. 2 Area, K. Gt Taluk- 563

or discharge Effluents un

he Water (Pref Pollution) Ases at at No Road, IV U

Pet KGF, ar dist.

or discharge e Water (Prevf Pollution) A

211

tration

Coimbatore

of effluents vention and

Act 1974 and the Air

Control of 1 for the

o. 1 and 2, strial Area,

discharge of n 25 of the d Control of r the unit at

andi Village, Coimbatore

operation of on 21 of the

Control of r the unit at

andi Village, Coimbatore

of effluents vention and

Act 1974 and the Air

Control of 1 for the 22, KIADB G. F. Road, 3114, Kolar

of Sewage nder Section evention and Act 1974 for o. B-1028/1,

Udayapuram, Bangarpet

of effluents vention and

Act 1974 and

Issuing

A

April 02,

April 02,

Septemb2010

October 03

October 1

Scotts Ga

Date V

Applied for R

, 2012 De

, 2012 De

ber 14, 0

De

3, 2007 De

1, 2012 S

arments Limi

Validity Date

enewal

ecember 31, 20

ecember 31, 20

ecember 31, 20

ecember 31, 20

September 302014

ited

e

013

013

019

016

0,

SN

1

1

1

2

2

Sr. No Issuin

State ControBangal

17. RegionBangalII, KarPollutiBoard

18. RegionBangalII, KarPollutiBoard

19. Senior EnviroOfficerState ControBangal

20. Enviroofficer,Bangal

21. EnviroOfficerState Contro

ng Authority

Pollution ol Board, lore

nal Officer, lore North rnataka State ion Control

nal Officer, lore North rnataka State ion Control

onmental r, Karnataka

Pollution ol Board, lore

onmental , North lore

onmental r, Karnataka

Pollution ol Board

Natu

Emissions(PreventioPollution) premises Peenya Ind

Consent founder Se(PreventioPollution) premises ChennappHegganahBangalore

Consent fand Trade25/26 of and Contrfor the prPatel ChenHegganahBangalore

Consent funder theControl ofEmissions(PreventioPollution) premises main, PeBangalore

Consent funder theControl ofEmissions(PreventioPollution) premises Peenya Inwest, S.MTaluk, Ben

Consent funder theControl ofEmissions(PreventioPollution) premises aStage, PeBangalore

ure of Regist

s under on and C Act 1981at 481/ A&Bdustrial Areaor Operation ection 21 oon and C Act 1981

at No. 29pa Industrihalli, II Stage for dischargee Effluents un

the Water rol of Pollutioremises at at nnappa Indu

halli, II Stage or discharge

e Water (Prevf Pollution) As under on and C Act 1981at No. V-27,

eenya Induste or discharge

e Water (Prevf Pollution) As under on and C Act 1981at No. 5F2

ndustrial Ar. Road, Beng

ngaluru or discharge

e Water (Prevf Pollution) As under on and C Act 1981at No. 353a,

eenya Induste

212

tration

the Air Control of 1 for the B, IV Phase, a, Bangalore of the Plant of the Air Control of 1 for the 92/D, Patel ial Estate, ge, Peenya,

e of Sewage nder Section (Prevention

on) Act 1974 No. 292/D, strial Estate, ge, Peenya,

of effluents vention and

Act 1974 and the Air

Control of 1 for the III Stag, 7th trial Estate,

of effluents vention and

Act 1974 and the Air

Control of 1 for the 2, 1st Phase, ea, Jalahalli

galuru North

of effluents vention and

Act 1974 and the Air

Control of 1 for the , 8th main, II trial Estate,

Issuing

January 22

January 22

A

A

A

Scotts Ga

Date V

2, 2008 De

2, 2008 De

Applied for R

Applied for R

Applied for R

arments Limi

Validity Date

ecember 31, 20

ecember 31, 20

enewal

enewal

enewal

ited

e

017

017

SN2

2

2

2

2

2

2

2

Sr. No Issuin

22. DistricEnviroEnginenadu Contro

23. DistricEnviroEnginenadu Contro

24. DistricEnviroEnginenadu Contro

25. MembTamil PollutiBoard

26. MembTamil PollutiBoard

27. EnviroOfficerState Contro

28. EnviroOfficerState Contro

29. EnviroOfficerState

ng Authority

ct onmental eer, Tamil

Pollution ol Board

ct onmental eer, Tamil

Pollution ol Board

ct onmental eer, Tamil

Pollution ol Board

er Secretary, nadu

ion Control

er Secretary, nadu

ion Control

onmental r, Karnataka

Pollution ol Board

onmental r, Karnataka

Pollution ol Board

onmental r, Karnataka

Pollution

Natu

Consent uWater (PrePollution) 268/1D, village, tiru

Consent un(PreventionPollution) 2/785B, Palladam t

Consent uWater (PrePollution) 2/785B, Palladam t

Consent uWater (PrePollution) 536/5 (pttiruppur ta

Consent un(PreventionPollution) 536/5 (pttiruppur ta

Consent fofactory in Garments No. 30/1, Near Rail563101

Consent fofactory in Garments No. 60, AntharaganKolar.

Consent foindustry

ure of Regist

under sectionevention and

Act, 1974 368/3B,

upur taluk, tirnder section 2n and C

Act, 1981 Naranapuram

taluk, tirupur

under sectionevention and

Act, 1974 Naranapuram

taluk, tirupur under sectionevention and

Act, 1974 t.), veerapanaluk, tiruppurnder section 2n and C

Act, 1981 t.), veerapanaluk, tiruppuror establishmthe name of Limited (Un Chikkaballalway Crossi

or establishmthe name of Limited (UnSultan Thi

nge Road,Ne

or establishmfor carrying

213

tration

n 25 of the d Control of at S.F> no Karaipudur

rupur dist. 21 of the Air Control of at S.F> no

m village,, dist

n 25 of the d Control of at S.F> no

m village,, dist

n 25 of the d Control of at S.F> no

ndi village, r dist. 21 of the Air Control of at S.F> no

ndi village, r dist

ment of new M/s. Scotts

nit-13) at Sy. apura Road, ing, Kolar-

ment of new M/s. Scotts

nit-14) at Sy. ippasandara, ear stadium,

ment of new g out knit

Issuing

Septemb2011

Ap

A

A

A

A

A

March 17

Scotts Ga

Date V

ber 30, 1

S

pplied for ren

Applied for re

Applied for re

Applied for re

Applied for re

Applied for re

7, 2012 vaof

arments Limi

Validity Date

September 302013

newal

enewal

enewal

enewal

enewal

enewal

alid for a peri5 years from date of issue

ited

e

0,

od the

e

SN

3

3

3

3

3

Ap 1.

Sr. No Issuin

Contro

30. DistricEnviroEnginenadu Contro

31. DistricEnviroEnginenadu Contro

32. DistricEnviroEnginenadu Contro

33. DistricEnviroEnginenadu Contro

34. EnviroOffice,Office,PollutiBoard

pprovals for B

Certificate oOfficer, Offiof India.

ng Authority

ol Board

ct onmental eer, Tamil

Pollution ol Board,

ct onmental eer, Tamil

Pollution ol Board,

ct onmental eer, Tamil

Pollution ol Board

ct onmental eer, Tamil

Pollution ol Board,

onmental Regional Karnataka ion Control

Business & Fa

of Importer-Eice of Joint D

Natu

processing A-3,10 & 1Apparel PINDl. ABangalore N

Consent uWater (PrePollution) veerapanditiruppur di

Consent un(PreventionPollution) veerapanditiruppur di

Consent uWater (PrePollution) nallur vitiruppur

Consent un(PreventionPollution) nallur vitiruppur di

Consent founder the Control of Emissions (PreventionPollution) Aat 7/1, Byadgi, Ka

actory:

Exporter Codeirector Gener

ure of Regist

g and trouser 11, D- 3&4, SPark, Ist PhaArea, DoddNorth Taluk

under sectionevention andAct, 1974 at i village, tiruist.

nder section 2n and CAct, 1981 at Si village, tiruist

under sectionevention andAct, 1974 at llage, tirup

nder section 2n and CAct, 1981 at Sllage, tirupist. or discharge Water (Prev Pollution) A

under n and CAct 1981 for t Gummanah

arnataka

e (IEC) numbral of Foreign

214

tration

at Plot No. S-43,44 & 45, ase, KIADB daballapura, n 25 of the d Control of

S.F. no 643, uppur taluk,

21 of the Air Control of S.F> no 643,

uppur taluk,

n 25 of the d Control of

S.F. no 262, ppur taluk,

21 of the Air Control of S.F> no 262,

ppur taluk,

of effluents vention and

Act 1974 and the Air

Control of the premises halli Road,

ber: 079300901n Trade, Minis

Issuing

A

A

July 28,

July 19,

January 01

14 issued by stry of Comm

Scotts Ga

Date V

Applied for re

Applied for re

2011 De

2012 De

1, 2013 Dec

the Foreign Tmerce and Ind

arments Limi

Validity Date

enewal

enewal

ecember 31, 20

ecember 31, 20

cember 31, 20

Trade Develodustry, Gover

ited

e

013

013

22

opment rnment

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

Certificate o2009-2014 iGovernmen RegistrationDirector, Ap

License undof FactoriesBangalore-9

License undof Factorieslicense was

License undFactories, K31/12/2012 License undof Factorieswas valid u

License undFactories, Kvalid upto 3

License undFactories, KBharath Petfor renewal

License und

of Factorieslicense was

License und

of FactoriesRoad, Banga

License und

of FactoriesIndustrial ACompany h

of Registratioissued by thnt of India on

n Cum Mempparel Export

der Factories s, Karnataka 91. The license

der Factories s, Karnataka valid upto 31

der Factories AKarnataka Sta2. The Compa

der Factories , Karnataka Spto 31/12/20

der Factories AKarnataka Sta31/12/2012. T

der Factories AKarnataka Statrol Bunk, Tu.

der Factories s, Karnataka valid upto 31

der Factories s, Karnataka Salore. The lice

der Factories s, Karnataka SArea, Andrahhas made appl

on as Tradinge Joint Direc 12/03/2012.

mbership Certt Promotion C

Act 1948 inclState, India fe was valid u

Act 1948 inclState, India

1/12/2012. Th

Act 1948 inclute, India for uny has made

Act 1948 inclState, India fo012. The Com

Act 1948 incluate, India for The Company

Act 1948 inclute, India for mkur. The lic

Act 1948 inclState, India

1/12/2012. Th

Act 1948 inclState, India fense was vali

Act 1948 inclState, India f

halli, B-91 Malication for re

g House in accctor General The certificat

tificate of ApCouncil.

uding Registrfor unit at 42pto 31/12/20

luding Registfor unit at 4he Company

uding Registrunit at Iruda application f

uding Registror unit at U-27

mpany has ma

uding Registrunit at Plot N

y has made ap

uding Registrunit at Plot Ncense was val

uding Registrfor units at

he Company

uding Registror unit at SF

id upto 31/12

uding Registrfor unit at 48ain Road, Peeenewal.

215

cordance wit of Foreign te is valid till

pparel Export

ration Numb22, Patel Cha012. The Com

tration Numb481/B, 4th Pha has made app

ration Numbeyasuru, Robe

for renewal.

ration Numb7, 7th main, Pde application

ration NumbeNo. 22, KIADpplication for

ration NumbNo. 1, NH Nlid upto 31/1

ration Numb5/1, Madana

has made app

ration Numb-2, 1st Phase,

2/2012. The C

ration Numb1/B, 4th Phas

enya 2nd stage

th the provisiTrade, Minis31/03/2014.

t Promotion

ber: MYB-1696annappa Indu

mpany has ma

ber: MYB-845ase, Peenya Iplication for r

er: MYK-405,ertson Pet, K.

ber: MYB-1640eenya Industn for renewal

er: MYK-430,DB, K.G.F. Ror renewal.

er: MYB-630, No. 4, Sathyam

12/2012. The

ber: MYB-1721ayakanahalli, plication for r

ber: MYB-1773 Peenya Indu

Company has

ber: MYB-1221se, Peenya Ine. The license

Scotts Ga

ons of the Fostry of Com

Council issu

61, issued by ustrial Estate,de applicatio

51, issued by Industrial Arrenewal.

issued by the.G.F. The lice

02, issued by trial Area, Banl.

issued by theoad, Bangarp

issued by themangala Indu Company ha

18, issued by Tumkur Rorenewal.

38, issued by ustrial Area, J made applica

13, issued by ndustrial Areae is valid upt

arments Limi

oreign Trade mmerce & Ind

ued by the D

the Chief Ins, Peenya, 2nd

n for renewal

the Chief Insrea, Bangalor

e Chief Inspeense was valid

the Chief Insngalore. The l

e Chief Inspepet. The licens

e Chief Inspeustrial Area, Bas made appl

the Chief Insad, Bangalor

the Chief InsJalahalli Wesation for rene

the Chief Insa, Patel Chento 31/12/201

ited

Policy, dustry,

Deputy

spector stage, l.

spector re. The

ector of d upto

spector license

ector of se was

ector of Behind ication

spector re. The

spector st, S.M. ewal.

spector nnappa 12. The

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

License und

of FactoriesBangalore. T

License und

of Factorieslicense was

Licence bea

at S.F. No. 31/12/2013

Licence bea

at S.F. No. 2The Compa

Licence bea

at D. No. 1/said license

Licence bea

at S. F. No. 3license was

Licence bea

at S. F. No. till 31/12/2

Licence bea

at S. F. No. valid till 31/

Licence bea

at S. F. No. license was

Licence bea

at S. F. No. valid till 31/

Licence bea

S. F. No. 53made applic

der Factories s, Karnataka The license is

der Factories s, Karnataka valid upto 31

aring registrat 226/1 Dhara

3

aring registrat295 – Muruga

any has made

aring registrat/ 805 – Laksh is valid till 31

aring registrat368 – Nochip valid till 31/1

aring registrat 699/2 – R. M

2012. The Com

aring registrat2/ 785 – B M/12/2013.

aring registrat643, Kulathu valid till 31/1

aring registrat 262, Kangeya/12/2013.

ring registrat36/5, Veerapcation for ren

Act 1948 inclState, India

valid upto 31

Act 1948 inclState, India

1/12/2012. Th

tion no. CB 1ampuram Ro

tion No. CB 1ampalayam r application f

tion No. CB 1hana Theatre n1/12/2013.

tion No. CB 1alayam Road12/2012. The

tion No. CB 1M & Bros., m Impany has ma

tion No. CB 1Mahalakshmi N

tion No. CB 1upalayam, Ne

12/2012. The

tion No. CB 1am road, Kul

tion No. CB 7andi (po), Ti

newal.

uding Registrfor unit at A

1/12/2012. Th

uding Registrfor unit at Bhe Company

1406 issued boad, Pudhur

12365 issued broad, Sundamfor renewal.

12364 issued bnear, Dharam

13511 issued bd, Lakshmi Ga

Company ha

15951 issued bIndustrial comade applicatio

14372 issued bNagar, Tirupu

15817 issued bar veerapand Company ha

16396 issued blathu Thotam

717 issued byrupur. The s

216

ration NumbA-353/(9), 8th

he Company

ration NumbB-108, 3rd Stag has made app

by Deputy ChPirivu, Tirup

by Deputy Chmedu, Tirupu

by Deputy Chmpuram Road

by Deputy Charden, Veerapas made appli

by Deputy Chmplex, Kamaon for renewa

by Deputy Chur main Road

by Deputy Chdi, telephone eas made appli

by Deputy Chm, Vijayapuram

y Deputy Chieaid license w

ber: MYB-1821

h Main, 2nd S has made ap

ber: MYB-1222ge, Peenya Inplication for r

hief Inspectorpur – 641 60

hief Inspectorr. The said li

hief Inspectord, Palavanchip

hief Inspectorpandi Post, Tiication for ren

hief Inspectoraraj Road, Tirual.

hief Inspectord, Naranpuram

hief Inspectorexchange, veeication for ren

hief Inspectorm (po), Tirup

ef Inspector owas valid till

Scotts Ga

12, issued by Stage, Peenya

pplication for r

22, issued by ndustrial Estarenewal.

r of Factories08. The said

r of Factoriescense was va

r of Factoriespalayam, Tiru

r of Factoriesirupur on Junnewal.

r of Factoriesupur. The sai

r of Factoriesm, Palladam.

r of Factorieserapandi (po)newal.

r of Factoriespur – 641 608

of Factories, T31/12/2012.

arments Limi

the Chief Insa Industrial renewal.

the Chief Insate, Bangalor

, Tirupur to flicense is va

s, Tirupur to falid till 31/12

s, Tirupur to fupur – 641 60

s, Tirupur to fne 12, 2007. Th

s, Tirupur to fid license wa

s, Tirupur to f. The said lic

s, Tirupur to f), Tirupur. Th

s, Tirupur to f. The said lic

Tirupur to fac The Compan

ited

spector Estate,

spector re. The

factory alid till

factory 2/2012.

factory 08. The

factory he said

factory s valid

factory ense is

factory he said

factory ense is

ctory at ny has

24.

25.

Oth 1.

2.

3.

4.

5.

Ap We

1

Licence bea

Hegganahal

License beastage, Bangrenewal.

her Certificat

Gold CertifAdministratIndustrial ANo.12450 fomade an ap Renewed Cissued by thmanufacturBangalore. T

Global Org01.2013 andCertification

Certificate oCU808682OUnion Certi

Scotts GarmDevelopmen

- G- FL- FL- FA

This certificsite applicaVeerapandi

pprovals for D

e have receive1. Karnataka

Water (PrControl of

aring registralli Main road,

aring registragalore-58. The

tes

ficate of Cotion – WorldwArea, Jalahalor period fromplication for r

Certificate forhe Director ofre of woven rThe expiry da

ganic Textile d Registration. The certific

of CompliancOE100-01.2013ification. The

ments has rent certifying t

Generic FAIRTLO-CERT PuLO-CERT TraAIRTRADE S

cate is issued fable for this i Post, Tirupu

Doddaballapu

ed the followia State Pollurevention andf Pollution) A

ation No. No, Bangalore. T

ation No. Noe said license

ompliance awwide Responli, West, S. M

m January 17, renewal.

r the Social Af Certificationreadymade gaate of certifica

Standard (GOn No.: CU 8

cate is valid ti

ce for Organi3 and Registra certificate is v

eceived Certithe compliancTRADE Tradeblic Complianade CertificatStandards for for functions certificate is

ur. It is valid u

ur project*

ing statutory tion Control d Control of

Act 1981 for es

.: MYB-1954The said licen

.: MYB-1419e was valid t

warded to Snsible AccrediM. Road, Ba 2012 to Janua

Accountabilitn Division RINarments for oate is 26/09/2

OTS) Textile 808682, issuell 28/12/2013

ic Exchange ation No.: CUvalid till 28/1

ificate of Coce of Fairtrade Standards nce criteria lision Policies Seed Cotton such as CMT

s 481- A&B, upto 05/05/20

approvals Board, Bang Pollution) Astablishment

217

43 to run Facnse is valid till

98 to run Factill 31/12/20

Scotts Garmeited Productiangalore, Karary 17, 2013 f

ty System, SANA Services Soperating uni2014

Certificationed by the M3

100 StandardU 808682, issu12/2013

onformity issde standard fo

st for Trade C

for Small ProT, Dyeing, Wa

Peenya Indu013.

galore for conAct 1974 and

of unit vide t

ctory at 36/6l 31/12/2014

ctory at B-66,12. The Com

ents Limited ion, having farnataka, Indifor production

A 8000:2008 S.p.A. This ceit at 481-B, IV

n including CManaging Dir

d (OE 100) veued by Mana

ued by FLOor the followin

Certification

oducers Organashing, Printiustrial Area,

nsent for dis Emissions uheir letter dat

Scotts Ga

6, Byraveshwa

, Peenya Indmpany has m

by Directoracility at SF-2ia -560015 ben processes. T

having Certiertificate is issV Phase, Peen

Certificate Norector, Certifi

ersion 1.3 beaaging Directo

O-CERT Gmbng

nizations ing, Embroide Peenya, Ban

charge of effnder the Airted 17/03/20

arments Limi

ara Industria

dustrial Estateade applicati

r of Compli2,1st Phase Peeearing CertifThe Company

ificate No.: Ssued for designya Industrial

o.: CU808682Gier, Control

aring certificar, Certifier, C

bh Certificati

ery. The prodngalore and

fluents underr (Prevention 012.

ited

al area,

e, IIIrd ion for

iance enya

ficate y has

SA-385, gn and l Area,

GOTS-Union

ate no. Control

on for

duction 536/5,

r the and

2

3

4

Oth

1

2

Ap Wereq

1234

*Ou

2. RegistratiTurnover)

3. Registratiof the Rul

4. TemporarCompany

her than abov1. Chief Insp

license un2. Departme

pprovals for K

e shall make quired license1. Approval2. License un3. License un4. Other Com

ur Company

ion as a deal) Rules, 1956 ion as dealer les ry Connectiony is in process

ve the followipector of Factnder Factoriesent of Ecology

Kagal Project

requisite apes and approvl from Maharander Factoriender Shops anmmercial regi

shall apply fo

ler under Ceas per rule 5(under section

n of 1000 KVAs of complying

ing are the statories, Karnats Act 1948 andy and Environ

t*

plications forvals for commashtra Polluti

es Act nd Establishmistrations und

or any other l

entral Sales T(1) n 22 of Karna

A from Bangag with other r

atutory licenstaka State, Nod its rules; nment; Karna

r the Kagal pmencement of ion Control B

ment Act der the indire

licenses and a

218

Tax Act, 1956

ataka Value A

alore Electricirequirements

se and approvo.3, 1st Cross

ataka

project after Project is as uoard

ect tax authori

approvals as r

6 and Centra

Added Tax Ac

ity Supply Cos.

vals for whichs Road, Gand

the land is aunder:

ities.

required for c

Scotts Ga

al Sales Tax (

ct, 2003, Form

ompany Limi

h application hhinagar, Bang

allotted to ou

commenceme

arments Limi

(Registration

m VAT 7 Rule

ited received.

has been madgalore – 560 0

ur Company.

ent of operatio

ited

and

e 9(1)

. The

de: 009 for

The

ons.

A)

B)

C)

AUTHORIT

Our Board subject to thThe sharehoSection 81(119/12/2012

PROHIBIT

The Compacompanies wnot prohibitSEBI. The Promotdetained as

None of themarket relat

Eligibility f

The CompaRequiremen • Scotts G

full year

• Scotts Gfull year

• Scotts Grestated

• The proaccount

• Scotts G

Particula

Pre Tax ONet WorNet TangMonetarMonetarNet Tang

OTH

TY FOR THE

has, pursuanhe approval bolders of our1A) of the C2.

ION BY SEB

any, its Promwith which thted from acce

ter, his relativ wilful defaul

e Directors oted business a

for the Issue

any is eligiblnts) Regulatio

Garments Limrs (of 12 mon

Garments Limrs (of 12 mon

Garments hasd basis during

oposed Issuets for the year

Garments Lim

ars

Operating Prorth (1) gible Assets (ry Assets(3) ry Assets as gible Assets

HER REGULA

E PRESENT I

nt to resolutioby the sharehr Company hompanies Ac

I, RBI OR GO

moter, its Direhe Directors oessing or ope

ves (as per Alters by RBI /

f the Compaand are regist

le for the Issons, 2009 as ex

mited has a nenths each), of w

mited has a prnths each);

s a minimumg the three mo

size would r ended March

mited has not c

7

O

ofits 2

(2) 2

a % of

ATORY AND

ISSUE

on passed atholders of thehave authorisect, at an Extr

OVERNMEN

ectors or any of the Compaerating in the

Act), the Com/ Government

ny are associtered with SE

sue as per rexplained und

et tangible aswhich not mo

re-Issue net w

m average prost profitable

not exceed fh 31, 2012;

changed its n

Months ended

31st October

2012 2933.82

24323.38 223278.26 2

620.66

2.67%

219

D STATUTOR

t its meeting e Company ued the Issue bra Ordinary G

NT AUTHOR

of the Compny are associa capital mark

mpany, groupt authorities.

iated with anEBI.

egulation 26(1der:

ssets of at leaore than 50%

worth of at le

re-tax operat years out of t

five times th

name during t

Fo2012

4035.67 22784.25 21308.79

552.76

2.59%

RY DISCLOS

held on 10/nder Section by a special General Mee

RITIES

pany’s associated as Direct

ket under any

p companies,

ny entities wh

1) of the (Iss

st ` 3 crores is held in mo

ast ` 1 crore

ting profit ofthe immediat

he pre-Issue n

the last one ye

or the Financi2011

4470.44 15428.78 13215.60

738.53

5.59%

Scotts Ga

SURES

05/2010, auth 81(1A) of theresolution pating held on

iates or grouptors or Promoy order or dir

associate com

hich are enga

sue of Capita

in each of thenetary assets;

in each of the

f ` 15 crores,tely preceding

net worth as

ear.

ial Year Ende2010

4091.22 12985.26 10034.34

484.32

4.83%

arments Limi

horised the Ie Companies assed pursuan

n 10/06/2010

p companies oter, are currerection passe

mpanies have

aged in secur

al and Disclo

e preceding t;

e three prece

, calculated og five years;

s per the aud

(In ` ed March 31

2009

3581.08 11260.56 7571.91

602.21

7.95%

ited

Issue Act. nt to and

and ently d by

e not

rities

osure

three

ding

on a

dited

lacs)

2008

3410.76 7441.13 3752.48

579.07

15.43%

ThDiswh ThRBaga Nopro Scothepay

D)

Note: (1) Net w

expend(2) Net ta

Accou(3) Monet

e Company ssclosure Requherein the Com

e promoter, tBI/ GOI authoainst them oth

o penalty hasomoter and co

otts Garmentse entire applicy interest on t

DISCLAIM

"IT IS TO BSECURITIEDEEMED OSEBI DOESANY SCHETHE CORRDOCUMENLIMITED BANKING DOCUMENCAPITAL ABEING. THDECISION IT SHOULPRIMARILRELEVANTMANAGERDISCHARGPURPOSE, LIMITED ADUE DILIGBANKERS) (1) WE H

LITIGCOLL

worth has beenditures, if any.angible assets munting Standartary assets com

satisfies all theuirements) Rmpany propo

the company,orities and thher than thos

s been imposompanies pro

s Limited undcation moneythe applicatio

MER CLAUSE

BE DISTINCES AND EXOR CONSTRS NOT TAKEME OR THERECTNESS ONT. THE BO

AND CO-B DIVISION

NT ARE GENAND DISCLHIS REQUIR

N FOR MAKIN

LD ALSO BLY RESPONST INFORMAR IS EXPECGES ITS RE THE BOOAND CANARGENCE CER) REGULATI

HAVE EXAMGATION LILABORATOR

n defined as th means the sumrd 26 issued bymprise of cash a

e eligibility crRegulation. Hoses to 25% of

directors of Shere are no vio

e disclosed in

sed by SEBI omoted their d

dertakes that y shall be refuon money at t

E (SEBI)

CTLY UNDERXCHANGE BRUED THATE ANY RESPE PROJECT OF THE STAOOK RUNNBOOK RUN HAS CER

NERALLY ADOSURE REQREMENT ISNG INVEST

E CLEARLYSIBLE FOR TATION IN

CTED TO EXESPONSIBILOK RUNNINRA BANK M

RTIFICATE DION, 1992, W

MINED VAKE COMMRS, ETC. A

he aggregate of

m of all net assy Institute of Chand bank balan

riteria, laid doHowever, the

f the Issue to Q

Scotts Garmeolations of sen this Offer D

and other redirectors.

the number ounded forthwithe rate of 15%

RSTOOD THBOARD OF T THE SAMPONSIBILITFOR WHICH

ATEMENTS NING LEADNNING LEA

TIFIED THADEQUATE A

QUIREMENTS TO FACIMENT IN TH

Y UNDERSTTHE CORRE

THE OFFEXERCISE DUITY ADEQU

NG LEAD MERCHANT DATED 28/09

WHICH READ

ARIOUS DOERCIAL DIAND OTHE

220

f equity share

sets of the ComChartered Accounces, public dep

own in regulaCompany isQIBs

ents Limited aecurities laws ocument.

egulatory bod

of allottees inith. In case of% per annum

HAT SUBMIS INDIA (SE

ME HAS BEETY EITHER FH THE ISSUEMADE OR O

D MANAGERAD MANAG

AT THE DAND ARE INTS) REGULALITATE INVHE PROPOS

TOOD THATECTNESS, ADER DOCUMUE DILIGENUATELY IN

MANAGER,BANKING D

9/2010 IN ACDS AS FOLLO

OCUMENTS ISPUTES, PAER MATER

capital and r

mpany excludinuntants of Indiposit account w

ation 26(1) of doing a “vo

are not detain committed b

dies against t

n the Issue shaf delay, if any for the period

SSION OF OEBI) SHOUL

N CLEAREDFOR THE FINE IS PROPOOPINIONS ER, KEYNOT

GER, CANARDISCLOSUREN CONFORMATIONS, 2009

VESTORS TED ISSUE.

T WHILE TDEQUACY A

MENT, THE NCE TO ENTHIS BEHA, KEYNOTE

DIVISION HCCORDANCOWS:

INCLUDINATENT DIS

RIAL IN C

Scotts Ga

reserves, exclu

ng intangible aia.

with the Govern

f the SEBI (Issoluntary book

ned as willfulby them in the

the company,

all be at least , in refund, thd of delay.

OFFER DOCULD NOT IN D OR APPRONANCIAL S

OSED TO BE EXPRESSED

TE CORPORRA BANK

ES MADE IMITY WITH 9 IN FORCE TO TAKE A

THE ISSUERAND DISCL BOOK RU

NSURE THAALF AND TE CORPORA

HAS FURNISCE WITH SEB

NG THOSE SPUTES, DI

CONNECTIO

arments Limi

ding miscellan

assets as defin

nment.

sue of Capitalk-building is

defaulters bye past or pen

, its directors

1,000. Otherwhe Company

UMENT TO T ANY WAYOVED BY S

SOUNDNESS MADE OR F IN THE OF

RATE SERVI– MERCHA

IN THE OFSEBI (ISSUE FOR THE TAN INFORM

R COMPANYLOSURE OF UNNING LE

AT THE ISSUOWARDS TATE SERVIHED TO SEBBI (MERCHA

RELATING ISPUTES W

ON WITH T

ited

neous

ed in

l and ssue”

y the nding

s, its

wise, shall

THE Y BE SEBI. S OF FOR

FFER ICES ANT FFER E OF

TIME MED

Y IS ALL EAD UER

THIS ICES BI A ANT

TO WITH

THE

FINAISSU

(2) ON T

DIREVERIJUSTFURN

(A)

(B)

(C)

(3) WE CDRAFTILL

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FULF (5) WE C

INCLCONTFORMDISPSTARTHE THE D

(6) WE C

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(7) WE U

(D) OBOARREGUHAVRECETHAT

ALISATION O

E;

THE BASIS OECTORS ANIFICATION OIFICATION

NISHED BY T

THE DRAFCONFORMTHE ISSUE;ALL THE REGULATIOBOARD, TAUTHORITTHE DISCLFAIR AND DECISION DISCLOSURCOMPANIE(ISSUE OF COTHER APP

CONFIRM THFT RED HER DATE SUCH

HAVE SATISFIL THEIR UN

CERTIFY THALUSION OFTRIBUTION

M PART OFPOSED / SORTING FROMBOARD TILDRAFT RED

CERTIFY THA (ISSUE OCH RELATEMOTERS CO

CLOSURES AHE DRAFT R

UNDERTAKEOF SUB-REGRD OF INULATIONS, E BEEN M

EIVED AT LET AUDITOR

OF THE DRA

OF SUCH EXAND OTHEROF THE STA AND THE THE ISSUER

FT RED HMITY WITH T

; LEGAL REONS GUIDTHE CENTTY IN THIS BLOSURES MAADEQUATEAS TO TH

RES ARE IES ACT, 195CAPITAL ANPLICABLE L

HAT BESIDERRING PROH REGISTRA

SFIED OURSENDERWRITI

AT WRITTEF THEIR

N SUBJECT TF PROMOTEOLD / TRAM THE DAT

LL THE DATD HERRING P

HAT REGULAOF CAPITALES TO SPEONTRIBUTIOAS TO COMRED HERRIN

E THAT SUBULATION (2

NDIA (ISSU2009 SHALL

MADE TO EEAST ONE D

RS’ CERTIFIC

AFT RED HE

AMINATIONR OFFICER

ATEMENTS C CONTENTR, WE CONF

ERRING PRTHE DOCUM

QUIREMENDELINES, INTRAL GOVBEHALF HAVADE IN THE

E TO ENABLHE INVESTIN ACCOR56, THE SEND DISCLOEGAL REQU

ES OURSELVOSPECTUS AATION IS VA

ELVES ABOING COMM

EN CONSENTSPECIFIED

TO LOCK-INERS’ CONTRANSFERRED TE OF FILING

E OF COMMPROSPECTU

ATION 33 OL AND DISCCIFIED SECON, HAS BEPLIANCE W

NG PROSPEC

B-REGULATI2) OF REGUUE OF CA

L BE COMPLIENSURE THDAY BEFORCATE TO TH

221

ERRING PRO

N AND THERS, OTHERCONCERNIN

TS OF THE FIRM THAT:

ROSPECTUSMENTS, MAT

NTS RELATINSTRUCTIOVERNMENT VE BEEN DUE DRAFT RE

LE THE INVETMENT IN RDANCE WECURITIES A

SURE REQUUIREMENTS

VES, ALL THARE REGISTALID.

UT THE CAPMITMENTS.

T FROM PRD SECURITN AND THE SRIBUTION S BY THE PG THE DRAF

MENCEMENTUS.

OF THE SECUCLOSURE RCURITIES INEEN DULY C

WITH THE SACTUS.

ION (4) OF RULATION 8 O

APITAL ANIED WITH. W

HAT PROME THE OPEN

HIS EFFECT

OSPECTUS P

E DISCUSSIOR AGENCIENG THE OBJ

DOCUMEN

S FILED WTERIALS AN

ING TO THNS, ETC. F

AND ANULY COMPLIED HERRINGESTORS TO

THE PROPITH THE RAND EXCH

UIREMENTS).

HE INTERMTERED WITH

PABILITY O

OMOTERS HTIES AS PSPECIFIED S

SUBJECT TOPROMOTERFT RED HERT OF LOCK-

URITIES ANREQUIREMEN

NELIGIBLE COMPLIED AID REGUL

REGULATIONOF THE SECND DISCLWE CONFIR

MOTERS’ CONING OF THSHALL BE D

Scotts Ga

PERTAINING

ONS WITH TES, AND JECTS OF TH

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CONTOF CTHE R

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Price informat

Issue Name

IsSi`()

Prakash Steelage Limited

68

Bedmutha Industries Limited

91

Gravita India Limited

45

Servalakshmi Paper Limited

60

Veto Switchgears and Cables Limited

(SME Platform – NSE EMERGE)

25

*Being non tradi

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COMPLIANCREGULATIO

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ssue ize (Cr.

Issue price`

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25/

1.80 102.00 14/

5.00 125.00 16/

0.00 29.00 12/

5.00 50.00 13/

ing day, price da

DETAILS SUCCE, PAGE NUON HAS BEE

es handled b

ssues handled

istin date

Opening price on listing date

`

5/082010

118.55 (BSE) 122.00 (NSE)

4/102010

114.40 (BSE) 113.50 (NSE)

6/112010

218.75 (BSE) 201.10 (NSE)

2/052011

30.00 (BSE) 29.00 (NSE)

3/122012

58.00

ata is considered

CH AS THE

UMBER OF TEN COMPLIE

by BRLM & C

d by Keynote

Closing price on listing date

`

% Changin Pricon listingdate (Closinvs. IssPrice

187.95 (BSE) 185.00 (NSE)

70.86%(BSE) 68.18%(NSE)

180.80 (BSE) 179.15 (NSE)

77.25%(BSE) 75.64%(NSE)

210.40 (BSE) 209.70 (NSE)

68.32%(BSE) 67.76%(NSE)

19.00 (BSE) 19.05 (NSE)

(34.48%(BSE) (34.31%(NSE)

50.45 0.9%

for next trading

223

REGULATITHE DRAFTED WITH AN

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g day.

ION NUMBET RED HERRND OUR COM

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Scotts Ga

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21.43 NSEX)

9.40 FTY)

156.40 (BSE) 156.65 (NSE)

03.12 NSEX)

5.80 FTY)

176.05 (BSE) 174.95 (NSE)

18.16 NSEX)

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255.70 (BSE)* 256.10 (NSE)*

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Closing price as on 30th calendar day from listing day

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Benchmk indexon 30th calendadays frlisting

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19,861.0(SENSE

5959.55(NIFTY

116.95 (BSE) 116.15 (NSE)

20,156.8(SENSE 6071.65(NIFTY

235.40 (BSE) 235.40 (NSE)

19,647.7(SENSE 5892.30(NIFTY

10.19 (BSE) 10.20 (NSE)

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225

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d Co-BRLM tailable for a ssearch or sale

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OF THE ISS

gement estimamong others, uegal fees, statu

l in and for anoned above, ants in pursuiable to repayn and from en application

nsure that alltrading at bo/Issue Closin

ants is specifics reproduced

tious name, in, Or s a company

n in a fictitind to five ye

the DirectorAuditor, the Le Member, thir respective cas required un up to the tim

Peer Reviewn the form ane Company h

he members ome of signing t

TAINED, IF A

ditor Report”,d by Gherzi nion.

SUE

ates an expenunderwriting utory advertis

n official quothe Compan

uance of this Ry then the Co

expiry of eighn money, as pr

l steps for thoth the Stock

ng Date.

cally drawn t below:

an applicatio

y to allot, orous name, s

ears."

rs, the CompLegal Adviso

he Escrow Colcapacities, haunder Sectionme of deliver

w Auditor havnd context in have given theof the Compathis RHP.

ANY

, “Statement oEastern Limi

nse or ` [●] L and managemsement expen

227

otation of the ny shall forthRHP. If such mompany, and

ht days, be liabrescribed und

he completiok Exchanges m

o the provisio

on to a com

r register anhall be pun

pany Secretaror, Bankers tollection Bank

ave been obtans 60 and 60Bry of the Prosp

ve given theirwhich appea

eir consent to any and such

of Tax Benefiited as part o

Lacs towardsment fees, selnses and listin

Equity Sharehwith repay,money is not

d every Directble to repay t

der Section 73

on of the necmentioned ab

ons of sub-se

mpany for ac

ny transfer onishable with

ry and Compo the Compankers, IPO Gradained and wilB of the Compectus for reg

r consent to tars in this RH the inclusionh consents an

its”, “IPO Graof objects of

s issue expenlling commisng fees. The e

Scotts Ga

es is not gran, without int repaid withitor of the Comthe money, w3 of the Comp

cessary formbove are tak

ction (1) of Se

cquiring or

of shares, thh imprisonm

pliance Officny, Bankers toding Agency ll be filed alon

mpanies Act agistration with

the inclusion HP and M/s n of the tax bend the repor

ading” and “Tissue”, the C

nse. The expension, printing

estimated Issu

arments Limi

nted by any oterest, all moin eight days mpany who i

with interest apanies Act.

malities for lisen within tw

ection 68 A o

subscribing

erein to himment for a t

cer, the Statuo the Issue, BR and the Reging with a copnd such consh the ROC.

of their repoSiddaiah & R

enefits accruinrts have not b

Techno EconoCompany has

nses of this Ig and distribuue expenses a

(` in Lacs)

ited

of the onies after is an

at the

sting welve

of the

for,

m, or term

utory RLM istrar py of sents

ort as Ram, ng to been

omic s not

Issue ution re as

)

N)

O)

Sr. No.

1.

2.

3.

4. 5. 6.

* Will**SCS

cu***Non

pr

DETAILS O

Book Runn The total feeper the Meminspection arelevant out

Fees Payabl

The fees payof applicatioprinting of Company d The Registrpostage, stathe Registraspeed post/

UNDERWR

The underwAgreement underwritinthe amount

Lead Manaand SellingSCSB Comprocessing procured syndicate mCommissioprocuremenpurpose of AdvertisingPrinting anOthers (ReService TaxTotal Estim

l be incorporaSBs would be eum Applicationn-Syndicate Mrocured and co

OF FEE PAYA

ning Lead Ma

es payable to morandum ofat the Registt-of-pocket ex

le to the Regi

yable by our on, data entr bulk mailing

dated 25/09/2

rar to the Issuamp duty andar to the Issu/ under certifi

RITING COM

writing comm amongst thng commissio underwritten

Nature

agement Fee, g Commissionmmission/pro ASBA Bidby member

members** on to Nonnt of eligible allotment*** g and Market

nd Stationery egistrar’s Feex, etc.) mated Issue Eated after finaentitled to a prn Forms procu

Members wouldonsidered for ba

ABLE

anager and Co

the Book Runf Understanditered Office oxpenses such

istrar to the I

Company to y, printing ofg register wi2010.

ue will be reid communicaue to enable th

icate of postin

MMISSION,

mission and the Companyon shall be pain in the mann

of Expenses

Underwritinns ocessing fee d cum Apprs of syndic

n-Syndicate e applications

ting Expenses

e, Legal Fee

Expenses alisation of Issrocessing fee ofred by the memd be entitled tasis of allotmen

o-Book Runn

nning Lead Ming signed wiof the Comp as cost of trav

ssue

the Registrarf CAN/ refunill be as per

imbursed for ation expenseshem to send ng.

BROKERAG

he selling coy, the BRLMid as set out i

ner mentioned

228

ng Commissio

to SCSBs plication Forcate and n

Members s considered

s

e, Grading F

sue Price f `10/- per Bi

mbers of the Syto a commissiont

ning Lead Ma

Manager and ith the Lead M

pany. The Level, stationery

r to the Issue nd order, pre the Memora

all out-of-pos. Adequate f refund order

GE AND SELL

ommission forM and Co-Bin the Syndicad on page no.

Amou

ons [●]

for rms on-

[●]

on for

[●]

[●][●]

Fee, [●]

[●]

id-cum-Applicyndicate and suon of `20/- p

anager to the

Co-Book RunManager(s), a

ead Manager(y, postage and

Link Intime Peparation of randum of Un

ocket expensefunds will bers or Allotme

LING COMM

r the Issue aBRLM and tate Agreemen. 33 of this RH

Scotts Ga

unt* % to Tot

Expen] [●]

] [●]

] [●]

] [●]] [●]] [●]

] [●]

cation Form, foubmitted to SCper valid bid c

Issue

nning Lead Ma copy of whi(s) will be red communica

Private Limitrefund data onderstanding

es including ce provided byent advice by

MISSION

re as set out the Syndicatnt based on th

HP.

arments Limi

the al nses

% to the

Issue ] [●]

] [●]

] [●]

] [●] ] [●] ] [●]

] [●]

or processing tCSBs. cum applicatio

Manager will bch is availableimbursed foation expense

ted for proceson magnetic t

g signed with

cost of stationy the Company registered p

in the Syndte Member. he Issue price

ited

the Bid-

on form

be as le for or all es.

ssing tape,

h the

nery, ny to post/

icate The

e and

P)

Q)

R)

S)

T)

U)

V)

W)

PREVIOUS We have noCompany.

PREVIOUS

Except as dProspectus,

COMMISS

Since this icommissionEquity Shar

CAPITAL I

Neither we

PROMISE V

This is a firsIndia. OUTSTANOTHER IN

Our Compainstruments

STOCK MA

This being exchange.

) INVESTOR

Our companwith the Caddressed tof the applic All grievancthe relevantthe ASBA Bof Equity Scentre of thaddress of tBidder. The Compaexpeditious

S PUBLIC OR

ot made any p

S ISSUE OF S

disclosed in our Compan

ION AND B

is the initial n or brokerageres since incep

ISSUE DURIN

nor our grou

VIS-A-VIS P

st issue of our

NDING DEBESTRUMENT

any has no s issued as on

ARKET DAT

an initial pu

R GRIEVANC

ny has appoiCompliance O

o the Registracant, number

ces relating tot SCSB and thBidder, givingShares appliedhe SCSB whethe center of

any would msly and satisfa

R RIGHTS IS

public or righ

SHARES OTH

the chapter ny has not issu

ROKERAGE

public offer e for subscribption of the C

NG THE LAS

p companies

PERFORMAN

r Company an

ENTURES OTS

outstanding n the date of th

TA

ublic offering

CES AND RE

nted the RegOfficer of thear with a copyr of equity sha

o the ASBA phe Syndicate Mg full details sd for, amoun

ere the Bid cuthe Syndicate

onitor the woactorily.

SSUE

hts issue of sh

HERWISE TH

“Capital Stued any Equit

E ON PREVIO

of the Combing to or procCompany.

ST THREE Y

have made a

NCE

nd none of ou

OR BONDS

debentures his RHP.

g of our Com

EDRESSAL S

istrar to the Ie Company. y to the Compares applied f

process may bMember withsuch as nament paid on apum Applicate where the B

ork of the reg

229

hares either in

HAN FOR CA

ructure” begty Shares for

OUS ISSUES

pany, no sumcuring or agr

YEARS

any capital iss

ur group com

AND REDE

or bonds or

mpany, the E

SYSTEM

Issue, to handAll grievanc

pliance Officefor, amount p

be addressed h whom the Bie, address of pplication anion Form waBid cum App

gistrar to ensu

n India or abr

ASH

ginning on p consideration

S

m has been reeing to proc

sue during the

mpanies are lis

EEMABLE PR

redeemable

Equity Shares

dle the investces relating er, giving full

paid on applic

to the Registid cum Applithe applicant

nd the Designas submitted plication Form

ure that the i

Scotts Ga

road since inc

page 34 of tn otherwise th

paid or has cure subscript

e last three ye

sted on any st

REFERENCE

preference s

s are not list

tor grievancesto the presel details such cation and ban

trar to the Issication Form wt, application nated Branch by the ASBA

m was submit

investor griev

arments Limi

corporation o

this Red Herhan for cash.

been payabltion for any o

ears.

tock exchang

E SHARES A

shares and o

ted on any s

s in co-ordinaent issue may as name, addnk and branch

ue with a copwas submitte number, num or the collecA Bidders ortted by the A

vances are se

ited

of the

rring

le as of the

ges in

AND

other

stock

ation y be dress h.

py to ed by mber ction r the

ASBA

ettled

X)

Y)

Z)

The Registrpertaining twould be foissue in atterespect of th

Sr. No. 1.

2.

3.

Redressals redressal ofCompany h Share transmanaged Rappointmenmonitored a

We have apbe contacted Mr. S. GuruCompany SScotts Garm481-B, PeenyPeenya IV PBangalore –Tel.: +91-08Fax : +91-08E-mail: cs@

CHANGES

There has b

CAPITALIZ

Our companheld (12:1),

REVALUAT The compan

rar to the isto the issue. orwarded to tending to thehe complaints

Nature of cNon-receip

Non ReceiCredit Any other Issue

of investors’f complaints

has adequate a

sfer/ demateRegistrar and nt of Commoand supporte

ppointed Mr. d in case of an

uswamy BabuSecretary & Coments Limitedya Industrial

Phase, – 560 058; 80-40858585/480-41179007/2scottsgarmen

S IN AUDITO

een no chang

ZATION OF

ny has issuedon 28/03/200

TION OF AS

ny has not rev

ssue, namely A fortnightlthe company.e grievances ts, if any, to be

complaint pt of refund

ipt of Share

complaint in

’ grievance a of shareholarrangements

erialisation/ Transfer Ag

on Agency fod by qualified

S. Guruswamny pre-issue o

u ompliance Ofd Area,

41179001/41128362452

nts.com

ORS

ge in the audit

RESERVES O

d 1,20,12,000 E06 by capitali

SSETS DURIN

valued its ass

y, Link Intimy status repo. The Companto the investoe received sha

Certificate/D

n relation to

are given topders/investos for redressa

rematerialisagent, appointor physical ad and experie

my Babu, Comor post-issue p

fficer

179002/41179

tor of the Com

OR PROFITS

Equity Shareszing share pr

NG THE LAS

ets during the

230

me Private Liort of the comny would alsor. The Compall adhere to t

TimWithprod

Demat Withprod

Public Withrelev

p priority byrs and otherl of investor c

ation are hated by the C

as well as deenced personn

mpany Secretproblems. He

9003;

mpany since p

S DURING L

s in the ratio remium accou

ST 5 YEARS

e last 5 years.

imited, will mplaints rece

so be co-ordinpany assures the following

me Table hin 7 days of duction of sathin 7 days of duction of sathin 7 days ofvant details

y the Compar important icomplaints as

andled by wCompany in emat shares. nel of the Com

tary as the Co can be contac

past three yea

LAST 5 YEAR

of 12 equity sunt and reserv

.

Scotts Ga

handle inveeived and renating with th that the Boar schedules:

receipt of comtisfactory evid receipt of comtisfactory evidf receipt of co

any. The Cominvestor rela

s follows:

well equippeterms of SEBThe Registra

mpany.

ompliance Ofcted at the fol

ars

RS

shares for eveves or profits

arments Limi

estor’s grievaedressed by the registrar tord of Directo

mplaint subjedence mplaint subjedence omplaint with

mmittee overated matters.

ed professionBI’s direction

ars are consta

fficer and he llowing addre

ery 1 equity s.

ited

ances them o the rs in

ect to

ect to

h all

rsees The

nally n for antly

may ess:

share

The EquMemoranBid-cum-Abe incorprespect ofand regutime to tor other a RANKIN

The EquMemoranEquity Shother corp MODE O

We shall p FACE VA

The face vper Equitysubject to RIGHTS

Subject to

Right Right Right Right Right Right Right Such

Comp MARKET

In terms allotted oShares of Equity ShShares thrminimum

uity Shares ndum and ArApplication

porated in thf the Issue. Thulations relatitime by SEB

authorities, as

NG OF EQUIT

ity Shares bndum and Ahares includinporate benefit

OF PAYMENT

pay dividend

ALUE AND IS

value of the Ey Share. At a the applicabl

OF THE EQU

o applicable la

to receive div to attend gen to vote on a p to receive an to receive off to receive su of free transfother rights

panies Act, 19

T LOT

of Section only in dem the Compan

hares will be rough this Iss

m Allotment o

SECTI

being offererticles of AssoForm, the R

he Allotment he Equity Shang to the is

BI, Governmen in force on th

TY SHARES

being offeredArticles of Ang rights in rts, if any, decl

T OF DIVIDE

d to our shareh

SSUE PRICE

Equity Shares any given poile laws.

UITY SHARE

aws, the equit

vidend, if decneral meetingpoll either in

nnual reports fers for rights

urplus on liquferability; and, as may be

956 and the M

68B of the materialized fony shall only

in demateriasue will be dof 100 Equity S

ION VI - OFF

A) TERM

ed are subjociation, the

Revision Form advices andares shall alsossue of capint of India, thhe date of the

d shall be Association anrespect of divlared by the C

END

holders as pe

E

is ` 10/- eachint of time th

EHOLDERS

ty shareholde

clared; gs and exercis person or by and notices to

s shares and buidation; d e available to

Memorandum

Companies Aorm. In term be in dem

alized mode, one only in elShares.

231

FERING INF

MS OF THE I

ject to the terms of this

m, the CANd other docuo be subject toital and listihe Stock Exche Issue and to

subject to nd shall rankvidend. The ACompany afte

r the provisio

h and the Floohere shall be o

ers shall have

se voting pow proxy; o members; be allotted bon

o a sharehol and Articles

Act, 1956, thems of existing materialized f

the tradable lectronic form

FORMATION

SSUE

provisions Red Herring

N and other uments/certifio laws as apping and tradhanges, the Re the extent ap

the provisiok pari passu Allottees willer the date of

ons of the Com

or Price is ` 13only one den

the following

wers, unless pr

nus shares, if

der of a list of Associatio

e Equity Sha SEBI Regulaform for all lot is one eq

m in multiples

Scotts Ga

N

of the Comg Prospectus, terms and cicates that mplicable, guidding of secueserve Bank o

pplicable.

ons of the Cin all respectl be entitled allotment.

mpanies Act,

30/- and the nomination fo

g rights:

rohibited by l

f announced;

ted public coon of the Com

ares of the tions, the tra investors. Squity share. As of one Equit

arments Limi

mpanies Ac the Prospectconditions a

may be execudelines, notificurities issuedof India, ROC

Companies Ats with the eto dividend

1956.

Cap Price is `or the Equity

law;

ompany undmpany.

Company shding in the

Since trading Allotment of ty Share subje

ited

t, our us, the s may

uted in cations

d from C and/

Act, our xisting or any

` 132/- Shares

der the

hall be Equity of our Equity ect to a

NOMINA

In accordjoint Biddof joint BiA person,holder(s),advantageShare(s). prescribedduring thShare(s) bprescribedregistered In accordathe provisas may b

To reg To ma

Further, ohimself or90 days, opayable i Since the need to mparticipanrequested MINIMU

If we do devolvemforthwith become li ARRANG

Our Comone (1) eq RESTRIC

Except fodetailed inon transfeconsolidaAssociatio

ATION FACI

dance with Sder(s), may noidders, death , being a no shall in es to which hWhere the n

d manner, anhe minority. by the persond. A fresh nod office of the

ance with Secsions of Sectbe required by

gister himselfake such tran

our Board mar herself or toour Board min respect of

allotment of make a separnt of the appd to inform the

UM SUBSCRI

not receive tment of the U

refund the able to pay th

GEMENTS FO

pany`s sharesquity share. T

CTIONS ON

r lock-in of tn “Capital Strers of Equity Stion/ splittinon” on page 2

ILITY TO INV

Section 109A ominate any o of all the Bid

ominee, entitlaccordance whe or she wonominee is any person to A nominatio

n nominatingomination ca Company or

ction 109B oftion 109A ofy our Board, e

f or herself asnsfer of the Eq

ay at any timo transfer the Emay thereafte

the Equity S

Equity Sharrate nominat

plicant wouldeir respective

IPTION

the minimumUnderwriters entire subscr

he amount, w

OR DISPOSA

s will be tradTherefore the

TRANSFER

the pre-Issue ructure” on pShares. There

ng except as p279.

VESTOR

of the Comone person indders, as the cled to the Ewith Section ould be entitla minor, the become ention shall stan

g. A buyer wian be made or at the registr

f the Companf the Compaelect either:

the holder ofquity Shares, a

me give noticeEquity Shares

er withhold Shares, until th

es in the Issution with us.d prevail. If te depository p

m subscriptio if any, withription amou

we shall pay in

AL OF ODD

ded in dematepossibility of

OF SHARES

Equity Sharepage. 37, and ee are no restriprovided in th

232

mpanies Act, n whom, in thcase may be, Equity Share 109A of theled if he or s

e holder(s) mitled to Equind rescindedill be entitledonly on the rar and transf

nies Act, any anies Act, sh

f the Equity Sas the decease

e requiring ans, and if the n payment ofhe requireme

ue will be ma Nominationthe investorsparticipant.

n of 90% of hin 60 days funt received. nterest as per

LOTS

erialised form odd lots wou

S

es and Promexcept as proictions on tranhe Articles. P

the sole or

he event of de the Equity Sh

es by reasone Companiesshe were the

may make a ty Share(s) in upon a sale

d to make a fprescribed fo

fer agent of th

person who bhall upon the

Shares; or ed holder cou

ny nominee tnotice is not cof all dividenents of the not

ade only in dns registered s require chan

the offer thrfrom the BidIf there is a Section 73 of

m only and heuld not arise.

oter’s minimovided in the nsmission of

Please see “M

Scotts Ga

first Bidder,eath of the sohares Allotte

n of the deas Act, be en registered honomination

n the event oe/transfer/alfresh nominaorm availablehe Company.

becomes a noe production

uld have mad

to choose eithomplied with

nds, bonusestice have been

dematerialize with the resnging the no

rough offer d/ Issue Clos delay beyon the Compani

ence the mark

mum contributArticles, thershares/ debe

Main Provision

arments Limi

, along withole Bidder or id, if any, sha

ath of the ontitled to theolder of the to appoint,

of his or herlienation of

ation in the me on request

ominee by virn of such ev

de.

her to be regih, within a pes or other mn complied w

ed form, therespective depoomination, th

document incsing Date, wend 8 days afies Act.

ketable lot wo

tion in the Ise are no restr

entures and ons of the Arti

ited

h other in case

all vest. original e same Equity in the

r death Equity

manner at the

rtue of vidence

istered riod of monies

with.

e is no ository

hey are

cluding e shall

fter we

ould be

ssue as rictions on their icles of

Public Issof ` [●] pEquity Shof 1,00,56capital of Company

Particula

Number Equity S

PercentaIssue availableallocation

Basis allocationrespectivcategoryoversubs

ue of 1,05,06,per Equity Shhares will be r

,954 Equity S the Compan

y. The Issue is

ars

of Shares

Upsha

age of Size

e for n

UpIssu

of n if

ve y is scribed

954 Equity Shhare, aggregatreserved in thShares of ` 10ny and the Nes being made

EmployeesReservation

Portion to 4,50,000 eq

ares

to 4.28% ofue size.

Proportionat

B. ISSU

hares of face vting ` [●] La

he Issue for su0/- each. Theet Issue will through the 1

s n

quity 25,14,2Shares allotted

f the 25% of(of whbe MutuaMutuaparticip5% rethe QIalso ballocatremainPortionunsubsportionthe Mreservaavailab

te Propor1,25,71Shares availaballocatproporto Muand Equitybe alproporto includiFunds allocatabove.

233

UE STRUCTU

value `10/- ecs (hereinafte

ubscription bye Issue wouldconstitute 25

100% Book Bu

QIBs

238 Equit will bd to QIBs.

f the Net Issuhich 5% shareserved fo

al Fundsal Fundpating in theservation iB Portion wi

be eligible foion in th

ning QIn. Thscribed n, if any, iMutual Funation will bble to QIBs. rtionate (a12 Equit shall b

ble foion on rtionate basiutual Fund(b) 23,88,52

y Shares shalotted on rtionate basi

all QIBing Mutua receivinion as per (a

URE

each for cash ber referred toy Employees ad constitute 2.80% of the puilding Proce

Non-InstBid

ty be

Not le40,22,782 Shares available allocation.

ue all or s)

ds he in ill or he IB he

in nd be

Not less ththe Net Issue lallocation and Retail

a) ty be or a is s;

26 all

a is s, al

ng a)

Propor

Scotts Ga

by the compao as the “Issuat the Issue Pr

26.95% of the post Issue paiss.

titutional dders

ss than Equity

shall be for

.

N3Saa

han 40% of Issue or

less the to QIBs l Portion

NtlQI

rtionate

arments Limi

any issued at ue”). Up to 4,rice and a Ne post Issue pid up capital

Retail IndivBidder

Not less 35,19,934 Shares shaavailable allocation. Not less thanthe Net Issue ess the alloc

QIBs and Institutional P

Firm Allotmeminimum b

size# and balProportio

ited

a price ,50,000

et Issue aid-up of the

vidual rs

than Equity

all be for

n 35% of or Issue cation to

Non-Portion.

ent upto bid lot lance on

onate

Particula

Minimum

Maximu

Mode Allotmen

Trading

Who can*

ars

m Bid 100and100the

m Bid NosizesubregappBid

of nt

Comdem

Lot On

n Apply Eligof t

EmployeesReservation

Portion 0 Equity Shd in multiple0 Equity Sreafter.

t exceeding e of the Ibject gulations plicable to dder **

mpulsorily materialized f

e Equity Sha

gible Emplothe Company

s n

hares es of Share

Such Equitythe Bexceedand in100 Ethereaf

the Issue

to as

the

Not esize subjectregulatapplicaBidder

in form.

Compudemate

are One E

oyees y

Public institutin SectCompa(and subaccregisteSEBI, sub-accis corporindividscheducommemutuaregisteSEBI, and develofinanciinstitutregiste(subjecappropapprovFVCI appropregulatauthor

234

QIBs

number oy Shares thaBid Amoun

ds `200,00n multiples oEquity Sharefter.

exceeding thof the Issut ttions aable to thr

ulsorily ierialized form

Equity Share

financiations specifietion 4A of thanies Act, FII

theicounts ered wit

other than count whica foreigate or foreig

dual), uled ercial banksl fund

ered witmultilatera

bilateraopment ial tions, FVCI

ered with SEBct to receipt opriate vals by th

from thpriate tory

rity), ventur

Non-Inst

Bid

of at nt 00 of es

Such nuEquity Sthe Bid exceeds `and in m100 Equithereafter.

he ue to as he

Not excesize of subject regulationapplicableBidder

in m.

Compulsodemateria

One Equit

al ed he Is ir

th a

ch gn gn

s, ds th al al

Is BI of

he he

re

Resident individual(in the Karta), ccorporate Eligible scientific isocieties aand any account with SEBIa foreign or foreign and Eligib

Scotts Ga

titutional dders

umber of Shares that

Amount ` 2,00,000

multiples of ity Shares .

1a1t

eeding the the Issue

to ns as e to the

SERBeAe

orily in lized form.

Cd

ty Share O

Indian ls, HUFs name of

companies, bodies,

NRIs, institutions and trusts, FII sub-

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ble QFIs

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ited

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ved at or abwed to be met

235

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l fundered with thstate industriaopment ations, nce

anies ered with thnce atory anopment rity,

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nimum corpu250 million

n funds witnimum corpu50 million, thnal Investmen

set up btion F. No005-DD-II November 23

of Gohed in the of India annce funds sed managed brmy, Navy oForce of th of India

Bid Amounbe blocked iount with th at the time ossion of Bid

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is mandatory

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ds he al

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nt in he of d-

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y ASBA is m

ue Price, unver inter-se fro

Scotts Ga

titutional dders

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Full Bid applicable at of submissioncum - AppForm.

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An indica

Bid/IssueFinalisatioInitiation Credit ofinstructioCredit of ECommenc*Working The aboveThe Compthe listingwithin 12factors, sudelays in of tradingaccordanc

e discretion o

EBI Regulatio

to availability o

he Bid-cum-Ap also held in thication Form.

ggregate deman allocation shalnt to any empns for employee

gregate demanfor allocationproportionate

wal of this Iss

pany, in consafter the biddsure of the issment had appll also be info thereafter dea fresh draft r

Issue Program

SUE OPENS OSUE CLOSES

ative timetable

e Closing Dateon of basis of of refunds f Equity shn Equity sharescement of trad

g days are all d

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of the Companons.

of Shares in th

pplication Formhe same joint

nd in this catell be made to thployee in purses shall not exc

nd by Mutualn in the Mutuely to the QIB

sue

sultation withding and if sosue. The publpeared. The sormed prompetermines thatred herring pr

mme

ON ON

e in respect o

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indicative anRLMs shall en

mmencementays of the B

sion of the Bie final listing auity Shares wpplicable laws

ny, the BRLM

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m is submitted names and i

egory is less thhe Eligible Emuance of this ceed five per ce

l Funds is lesual Fund res

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h the BRLM ao, the reason tlic notice shalstock exchan

ptly. If the Cot it will procerospectus wit

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f this issue is

ith Stock Exch

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s demat accou

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nd does not consure that all t of trading o

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236

M, the Co-BR

ory

d in joint namin the same

han or equal tomployees to the

reservation, shnt of the post i

ss than 1,25,71servation willproportion to

nd the Co-BRthereof shall bll be issued inges where th

ompany withdeed with an inth the SEBI.

THURSDAY, MONDAY, A

set out below

hanges

mat accounts

unts

Bank Holiday

onstitute any steps for the of the Equitylosing Date, tiod by the Coapproval fromrely at the d

LM and sub

mes, the investo sequence in w

o 4,50,000 Equ extent of theirhall not exceedissue capital of

12 Equity Shal first be add their Bids.

RLM, reservesbe given as a n the same ne

he specified sdraws the Issnitial public o

APRIL 25, 20APRIL 29, 201

w :

ys

obligation oncompletion o

y Shares on ththe timetableompany, revi

m the Stock Exdiscretion of

Scotts Ga

bject to appl

ors should enswhich they ap

uity Shares at r demand. Provd ` 2,00,000/-

f the Company

ares, the balanded to the QI

s the right no public noticeewspapers whecurities wer

sue after the Boffering of its

013 13

IndicativeApril 29, May 09, 2May 09, 2May 10, 2

May 13, 2May 14, 2

n the Companof the necessahe Stock Exce may changision of the Pxchanges. Ththe Stock E

arments Limi

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or above the vided that the v-. The aggrega

nce Equity ShB Portion an

ot to proceed e within two here the pre-ire proposed tBid/Issue Clos Equity Shar

e Date 2013 2013 2013 2013

2013 2013

ny or the BRLary formalitiechanges are tage due to varPrice Band orhe commencem

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nd in

Except in will be acas mentioDesignateBids and (Indian SInstitutionExchangeuploadedelectronicor revise Bidders mthe Bid/IsNon-InstiShares or In case ofphysical ExchangediscrepanelectronicBidder, ththe final d Due to limadvised tothan 1.00 large nummay lead be uploadCompanyFriday (exfor any fa On the Bithe Bids rnumber ostated herclosure. Our ComICDR Regcompliancof 20% of In case ofdays afterdays. Anybe widelyby indica

relation to thcepted only b

oned above ated Branches o revision of b

Standard Timnal Bidders; a

es in case of B in the book,

c system to betheir Bid at a

may revise thessue Period. tutional Bidd the Bid Amo

f discrepancyBid form, fo

es of that Bidncy in the datc Bid cum Ahe details as pdata for the pu

mitation of to submit theip.m. (Indian

mber of Bids to some Bidsded will not y and the Synxcluding any ilure in uploa

id Closing Daeceived by Re

of Bids receivrein and repo

pany reservegulations. Thce with the im the floor pric

f revision in r revision of Py revision in y disseminatting the chan

he revision obetween 10.0 the Bidding

of SCSBs as mbids excludin

me) and uploand (ii) 5.00 pBids by Retail , would be ree provided byany time prioeir Bids upwaSuch upward

ders are not punt) at any st

y in the dataor a particuladder may beta entered in

Application Foper the Bid filurpose of allo

time availableir Bids one W Standard Timare received

s not being up be consider

ndicate shall n public holidaading the Bid

ate, extensionetail Individu

ved up to the orted by the B

es the right tohe Cap Price mmediately pce originally d

the Price BanPrice Band su the Price Baed by notific

nge on the we

of Bids by the0 a.m. and 5.0centers or wi

mentioned in ng ASBA Bids

aded until (p.m. which m Individual Bejected. Bids

y the NSE andor to the finaards (in termd revision(s) mermitted to lotage.

a entered in tar bidder, the taken as thn the electronorm submittele received fr

otment.

e for uploadiWorking Day me) on the Bid

on the Bid Cploaded due ted for allocanot be responay). Neither os due to failu

n of time willual Bidders an closure of ti

BRLM, Co-BR

o revise the Pr shall be lessreceding sent

disclosed in th

nd, the Issueubject to the nd and the re

cation to the eb sites of the

237

e Retail Indiv00 p.m. (Indiath the Syndicthe Bid cum s shall be acci) 4.00 p.m.

may be extendBidders and E by ASBA Bid the BSE. Realisation of A

ms of quantity must be madower the size

the electroniche details as he final data nic book vis-àed through trom the Stock

ing the Bids prior to the B

d Closing DatClosing Date, to lack of suffation in the Insible. Bids wour Company

ure in any soft

l be granted bnd Eligible Emmings for acc

RLM to the St

rice Band durs than or equtence, the Flohe RHP and t

e Period will Bidding Perievised BiddiBSE and thee Book Runn

vidual Bidderan Standard Tcate MembersApplication F

cepted only bin case of B

ded up to suchEligible Emplo

dders shall betail Individu

Allotment. QIB of Equity Sh

de using the R of their Bid(s

c book vis-à-per the Bid

for the purpà-vis the datathe ASBA prk Exchanges o

on the Bid CBid Closing Dte. Bidders ar as is typicallficient time toIssue. If such

will be acceptey nor any metware/hardw

by the Stock mployees, afteceptance of Btock Exchang

ring the Biddual to 120%

oor Price can mhe Cap Price

be extended iod/Issue Pering Period/Iss NSE, by issu

ners at the term

Scotts Ga

s, Bids and aTime) durings at the SpecifForm. On the

between 10.00Bids by QIB h time as peroyees. It is clabe uploaded ual Bidders mB Bidders an

hares or the BRevision Forms) (in terms of

-vis the data file receivedpose of allota contained inrocess, for a of that Bidder

Closing DateDate and, in are cautioned tly experience

o upload, suchh Bids are ned only betwmber of the S

ware system or

Exchanges oner taking into

Bid-cum Appges within hal

ding Period inof the Floor

move up or d will be revise

for three adriod not exceesue Period, ifuing a press minals of the

arments Limi

any revision ig the Bidding fied Centers ae Bid Closing0 a.m. and 3.0Bidders and

mitted by thearified that Biby the SCSB

may either witd Non-Institu

Bid Amount) dm. QIB Biddef quantity of

contained ind from the Stment. In casn the physicaparticular A

r may be take

e, the Biddersany case, no that in the eveed in IPOs, wh Bids that ca

not uploaded,ween MondaySyndicate is lir otherwise.

nly for uploao account the plication Formlf an hour of

n accordance Price. Subjec

down to the exed accordingl

ditional workeding 10 workf applicable, release, and e Syndicate.

ited

in Bids Period

and the g Date, 00 p.m. d Non-e Stock ids not in the thdraw utional during

ers and Equity

n the Stock se of al or

ASBA en as

s are later ent a

which annot , the

y and iable

ading total

ms as such

with ct to xtent ly.

king king will also

This sectiparticipatthrough tprocess inother thanprovisionPlease notcum Appl Pursuant the investExchangeASBA as wand NSE i Further, plRequirememanner of note that ssection car Bidders arinvestmenspecified in BOOK BU The Issueallocated available for allocatreceived favailable the Net Isubject to be availabor above t Under-subspill over consultati Bidders amembers issue shasyndicate Exchangeprocured Bids and

on applies tote in the Issuehe ASBA pronvolves appln the ASBA

ns applicable te that all thelication Form

to Securities tors can subm

es, who may well as Non-Ai.e. www.bsei

lease note thatents) (Fourth Af allocation to such modificatirefully before pa

re advised to t limits or man this Prospect

UILDING PR

e is being madon a proportfor allocationtion on a profrom them atfor allocationssue shall be valid Bids beble for allocatthe Issue Pric

bscription, if from any othion with the B

are required (nationwide ll submit a c member at s

es). We, in con by any or allthe reason fo

o all Bidders. e through theocess as well ication proceBidders. Biddto such appli

e Bidders are rm.

and Exchangmit applicationot be syndi

ASBA applicaindia.com and

t pursuant to tAmendment) RRetail Individions have comarticipating in

make their inaximum numbtus.

ROCEDURE

de through thtionate basis tn on a proporoportionate bat or above thn on a propore available foeing received tion on a prope.

any, in any cher category oBRLMs and th

to submit thbroker netwocomplete Bidspecified citie

nsultation witl members of

or rejection of

C) ISSU

Please note te ASBA proceas the non A

edures that aders applyingications beforrequired to m

ge Board of Inon forms in icate memberations. The ded www.nsein

the Securities aRegulations, 20dual Bidders ane into effect fro

n the Issue.

ndependent invber of Equity S

he 100% Bookto Qualified I

rtionate basis asis to all QIBhe Issue Pricertionate basis

or allocation at or above tportionate ba

category, exceor combinatiohe Designated

heir Bids throork of Stock Ed cum Applices or non synth the BRLM the Syndicat the Bid is co

238

UE PROCEDU

that QIB Biddess. Retail Ind

ASBA process.are different g through thre making th

make paymen

ndia circular public issuesrs in an issuetails of the londia.com

and Exchange 012, certain asnd announcemom October 12

vestigations aShares that ca

k Building PrInstitutional B to Mutual FuBs, includinge. Further, nos to Non-Inston a proporhe Issue Price

asis to Employ

ept in the QIBon of categorid Stock Excha

ough the meExchanges). Acation form ndicate memand the Co-Bte provided thmmunicated

URE

ders and Nondividual Bidde. ASBA Biddefrom the pro

he ASBA procheir applicationt of the full B

no. CIR/CFDs using the se. This mechocations are a

Board of Indiaspects, such as ment of Price B2, 2012 and al

and ensure thaan be held by

rocess whereiBuyers (“QIBunds only. Thg Mutual Funot less than 4titutional Bidtionate basis e. Further up yees, subject t

B Portion, woies at the discange.

embers of theASBA investor

to the designmbers (nationwBRLM reservehe rejection is to the Bidder

Scotts Ga

n Institutionaers can particers should noocedure applcess should con through thBid Amount a

D/14/2012 dtock broker n

hanism can bavailable on th

a (Issue of Cap withdrawal anBand, have beel Bidders are a

at their Bids them under ap

n 25% of the Bs”), out of whe remainder ds, subject to40% of the Nders and not to Retail Ind to 4,50,000 Eqto valid Bids

ould be allowecretion of our

e Syndicate ors intending tnated branchwide broker e the right to rs at the time r at the time

arments Limi

al Bidders havcipate in the Iote that the Aicable to Bid

carefully readhe ASBA proalong with the

dated 04/10/2network of Se used to suhe website of

pital and Disclond revision of en modified. Padvised to read

do not exceedpplicable law

Net Issue wiwhich 5% sha

shall be availo valid Bids bNet Issue shat less than 35dividual Biddquity Shares being receive

ed to be met Company an

or non syndto subscribe toh of the SCSnetwork of Sreject any QIBof receipt of of rejection o

ited

ve to Issue

ASBA dders d the ocess. e Bid

2012, Stock bmit

f BSE

osure Bids, Please d this

d the or as

ill be all be lable

being all be % of ders, shall ed at

with nd in

icate o the

SB or Stock B Bid such

of the

Bid. In thReservatio Investors demateriadepositorbeing Allon the de Bidders aApplicatiobeneficiar BID CUM Pursuant have beenfor ASBA(accompa Bidders (othe optionnot be conauthorisinin the Spesubmittedavailable interface f ASBA Bisubmittedcum AppSCSB whnamed at list of subidding da Designa Upon filinApplicatioSyndicateauthorizerequired fwithout p The presc

Residentbasis (ASEligible

he cases of Non Portion, th

should notealised form. Try accounts slotted Equitymaterialised

are required on Form is ry account is h

M APPLICAT

to SEBI circun standardiz

A and non-Aanied with ab

other than ASn to make a mnsidered as mng blocking oecified Cities td with the Dfor downloa

for ASBA faci

dders biddind to the Syndlication Form

here the ASBA least one bra

uch branchesdirectly throuated Branch o

ng of the Proon Form. Upo

e, Non Syndid our Compafor filing the

prior or subseq

cribed colour

t Indians, QIBSBA and non NRIs and FI

on-Institution

he Company w

e that AllotmThe Bid cumhall be treate

y Shares in ph segment of t

to ensure thexactly the held.

TION FORM

ular CIR/CFDed and it has

ASBA Bidderbridged prosp

SBA Bidders)maximum of multiple Bids.of funds that athrough the S

Designated Brd and printinility i.e. Bomb

ng through thdicate only inms submittedA Account, asanch at that ls is availabl

ugh the SCSBof a SCSB wh

ospectus withon completincate memberany to make Prospectus wquent notice o

of the Bid cum

Cat

Bs, Eligible N ASBA) IIs applying

nal Bidders, Rwill have a rig

ment of Equitm Applicationed as incomphysical form.the Stock Exc

hat the PAN same as the

D/DIL/4/2011 s been decidrs. It has alspectus) would

) shall submit three Bids in. ASBA Biddeare available iSyndicate. In tranches or wng, from webbay Stock Exc

he Syndicaten the Specifie

d to the Synds specified inlocation for thle at http://w

Bs should enshere the ASBA

h the RoC, theng and submirs or the SCS the necessar

with the RoC of such chang

m Application

tegory

NRIs applying

on a repatria

239

Retail Individght to reject th

ty Shares to an Forms whicplete and reje. The Equity

changes.

(of the solee PAN of th

dated Septemded that hencso been decid be printed i

t the bid thron the Bid-cumers shall submin the bank athe case of Sp

with the Syndbsites of the change (BSE) a

e should ensued Cities. ASicate in the S

n the Bid cumhe Syndicate

www.sebi.govsure that the A Account is

e Bid-cum-Aptting the Bid-

SB, the Biddery changes in and as woulges to the Bid

n Form for va

g on a non-re

ation basis (A

dual Bidders he Bids only

all successfuch do not haected. Bidder Shares on A

e/ first Biddehe person(s)

mber 27, 2011ceforth there ided that thein a booklet f

ough the Synm-Applicationmit Bid cum Account excep

pecified Citiesdicate. Bid cuStock Exchanand National

ure that the BSBA Bidders Specified Citim Applicatione to deposit Bv.in/pmd/scsBid cum App

s maintained.

pplication Fo-cum-Applicaer or the ASBn the Red Held be required

dder or the AS

arious categor

epatriation

ASBA and

Scotts Ga

and Bidders on technical g

ul Bidders wiave the detailrs will not ha

Allotment sha

er) providedin whose na

1, Bid cum A would only e Bid cum Aform of A4 si

dicate. The Bn Form and sApplication Ft for the ASBs, the ASBA Bum applicationges which pl Stock Exchan

Bid cum App should also ies will not bn Form, is ma

Bid cum Applb-asba.html)

plication Form.

orm shall be cation Form toBA Bidder is erring Prosped by the RoCSBA Bidder.

ries is as follo

Colour of Bi

arments Limi

in the Emplgrounds.

ill be only inls of the Biddave the optioall be traded

d in the Bid ame the rele

Application Fobe a single f

Application Fize paper.

Bidders shall hsuch options Form to the SA Bids subm

Bids may eitheon forms wil

provide electrnge (NSE).

plication Fornote that the

be accepted ifaintained haslication Form. ASBA Bidm is submitte

considered aso a member o deemed to hctus as woul

C after such fi

ows:

id cum AppliForm White

Blue

ited

oyee

n the ders’ on of only

cum evant

orms form Form

have shall

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er be ll be ronic

rm is e Bid f the s not

ms (A dders ed to

s the of the have ld be iling,

ication

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ASBA BidSCSB authcum Applthe case onote that Syndicatespecified location fbranches option to not be conof the PrApplicatio Who can B • Perso

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for the membis available make a maxim

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ns eligible to

n Nationals, rmended and

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ws: “Name e XYZ is the iduals;

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ual Funds regi

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nd sub-accoueign individua

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orate bodies st in the equit

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r all applicable

ndia, who areing valid dem

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and societiety shares;

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basis or on at eligible to pa

ommercial band regulation

d with SEBI,

ed with SEBI;

ors registered

opment finan

240

ee Reservatio

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e laws, rules,

e competent tmat account,

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ronic form to in the ASBAspecified citieSyndicate. Kie Syndicate aASBA Accounne branch at m (A list of rs shall havesuch options he CAN and fconsidered as

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241

eties Registrawho are autho

zations author

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of ` 2500.00 lres;

of ` 2500.00 res; and

tion no. F. Nozette of India;

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der the Limite

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rticipate in thi

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gible Employ

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ation Act, 186orized under

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o. 2/3/2005-D; and

s and Abbrevi

ed Liability P

or air force of

osts, India;

is Issue.

ate Member

be allowed totions. Howevribe for Equittment is on a

issue, as per Rnt and full-timry company oith the issuewhole time o, any spouse

yees shall be:

ision Form.

eir Employee

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60, as amend their constitu

st in equity sh

lopment Auth

ho are author

ho are author

DDII dated N

iations” begin

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o subscribe tover, associatesty Shares in thproportionate

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e of that pers

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arments Limi

ed, or underution to hold

hares;

hority, India;

rized under

rized under

November 23,

nning on page

ct, 2008

India

o this Issue ins and affiliatehe Issue, eithe basis.

2 of the SEBI (working in Interial associat statements nd does not inson, or any p

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ited

r any d and

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e i of

n any es of

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place

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• Eligiblabove

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Bids by M An eligiblFunds Pomade to demand bproportioFunds Por In case ofregisteredtreated ashas been m As per the No mutuarelated ininvestmenshould ow The abovBRLM arewhich ma

ole/First Bidcation Form ield in the samcation Form.

Eligible Empln.

e Employees the Issue Pric

e Employees bidding opti

oyees whose m

Application by treated as mu

aggregate demPrice, full allo

ded that the vd ` 2,00,000/-.

nder-subscripo the Net Issu

aggregate demthe allocation

mployee in pu

Mutual Funds

le Bid by a Mortion. In the

Mutual Fundby Mutual Funately out ofrtion.

f a mutual fud with SEBI as multiple Bidmade.

current regula

al fund schemnstruments ofnts in index fwn more than

ve informatioe not liable fay happen af

dder should is submitted ime joint nam

loyees would

will have to ce, would be c

who apply oons can appl

minimum Bid

y Eligible Empultiple bids.

mand in this cocation shall value of allo.

ption in the Eue.

mand in this n shall be maursuance of th

s

Mutual Fund sevent that thds proportiounds shall, asf the remaind

und, a separaand such Bidsds provided t

ations, the follo

me shall invesf any single cfunds or secto

n 10% of any c

on is given ffor any amenfter the date

be Eligible

in joint namemes and in the

d be eligible t

bid like any considered fo

or bid for seculy at the Cut-

d Amount exc

ployees can a

category is les be made to

otment to any

Equity Shares

category is gade on a prophis reservation

shall first be he demand is nately, to ths part of the der of the QI

ate Bid can bs in respect ohat the Bids c

owing restricti

st more than company proor or industrycompany’s pa

for the benefdments or m of this Red

242

Employees es, it should be same seque

to apply in th

other Bidderor allocation u

urities of or fo-Off Price. Theeds ` 200,00

also be made i

ss than or equ the Eligible y employee i

under the Em

greater than 4portionate basn, shall not ex

considered fo greater than

he extent of taggregate de

IB Portion, af

be made in ref more than oclearly indica

ons are applica

10% of its neovided that thy specific fun

aid-up capital

fit of the Bidmodification o

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as defined abe ensured th

ence in which

his Issue und

r. Only those under this cate

or a value of nhis facility is 00.

in the Net Iss

ual to 4,50,000Employees t

in pursuance

mployee Rese

4,50,000 Equitsis. Provided xceed ` 2,00,0

or allocation n 1,25,712 Equthe Mutual Femand by QIfter excluding

espect of eacone scheme oate the schem

able for investm

et asset value he limit of 10nds. No mutul carrying vot

dders. Our Cor changes inospectus. Bid

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above. In cahat the Depoh they appear

der the Empl

bids, which aegory.

not more thannot available

sue portion an

0 Equity Sharo the extent

e of this reser

ervation Porti

ty Shares at o that the valu00/-.

proportionatuity Shares, aFund PortionIBs, be availag the allocatio

h scheme of of the mutual

me concerned f

ments by mutu

in the equity0% shall not ual fund undting rights.

Company andn applicable ldders are adv

arments Limi

ase the Bid-cository Accour in the Bid-c

loyee Reserva

are received

n ` 200,000 ine to other Elig

nd such Bids

res at or aboveof their demrvation, shall

ion will be ad

or above the Iue of allotmen

ely in the Muallocation shan. The remaiable for allocaon in the Mu

the mutual fl fund will nofor which the

ual funds:

y shares or eqbe applicable

der all its sche

d the BRLM aws or regula

vised to make

ited

cum- unt is cum-

ation

at or

n any gible

shall

e the mand.

l not

dded

Issue nt to

utual all be ining ation utual

fund ot be e Bid

quity e for emes

& Co-ations, e their

independapplicabl Bids by E Bid cum ACompany Eligible Nexchange Non-ResidIndians. Bids by F As per the The issuerespect ofeach sub-issued cafor FII invthe sectorresolution Subject toterms of RRegulatioderivativeinstrumenonly in fcountries requiremeany instru Bids by Sand Alter As per thcapital fun The SEBIRegulatioinvestors Accordingshould noInvestor cVenture Cavailable Category

dent investigale limits unde

Eligible NRIs

Application Fy and with me

NRI applicant shall be condent Ordinar

FIIs

current regula

of Equity Shf an FII invest-account shallapital, in casevestment is 24ral cap/statutn to that effect

o compliance Regulation 15

ons 1995, as e instrumennts against unavour of tho of their inents. An FII oument referre

Sebi Registerernative Invest

he current rends and forei

I (Venture Cons, 2000 pres registered wi

gly, the holdiot exceed 25can invest itsCapital Fundsfor investmen

I and II AIFs

ations and eer laws or reg

Forms have bembers of the

s should notesidered for Ary (NRO) acc

ations, the follo

hares to a sinting in the Eql not exceed 1e such sub-ac4% of the captory ceiling, tt.

with all app5A(1) of the amended, a

nts such anderlying secose entities wncorporation or sub-accound to hereinab

ed Venture Ctment Funds

egulations, thign venture ca

Capital) Reguscribe investmith SEBI.

ing by any in% of the cors entire funds and Foreignnt by way of s

s cannot inves

ensure that thgulations.

been made ave Syndicate an

e that only suAllotment. Thcounts shall u

owing restricti

ngle FII shoulquity Shares o10% of our toccount is a fpital of the cothrough a res

plicable IndiaSecurities Ex

an FII or itas Participat

curities listed which are reg

or establishmnt shall also

bove is made t

Capital Funds (AIF)

he following apital investo

ulations, 199ment restrictio

ndividual venrpus of the vds committedn Venture Capsubscription t

st more than

243

he number o

vailable for End the Registr

uch Bids as arhe Eligible NRuse the Bid c

ons are applica

ld not exceedon behalf of itotal issued caforeign corpo

ompany. This solution by it

an laws, rulesxchange Boardts sub-accouory Notes, e or proposed gulated by ament subjectensure that nto any person

s (VCF) And

restrictions aors and Altern

96 and the Sons on ventur

nture capital fventure capitad for investmpital Investorto an initial p

25% of the co

of Equity Sh

Eligible NRIs rar to the Issu

re accompaniRIs who intecum Applicat

able for investm

d 10% of the pts sub-accounapital of the Corate or an i aggregate lims Board of D

s, regulationsd of India (F

unt may issequity-linked to be listed iany relevant t to compliano further don other than a

Foreign Ven

are applicablnative Investm

SEBI (Foreigre capital fun

fund registeral fund (VCF

ments into Indrs can invest opublic offer.

orpus in one

Scotts Ga

ares bid for

at the registue.

ied by paymend to make ption Form me

ments by FIIs:

post-Issue pants, the investmCompany or individual. Thmit of 24% ca

Directors, follo

s, guidelines Foreign Institusue, deal ord notes or ain any stock eregulatory a

ance of “knownstream issa regulated en

nture Capital

le for Sebi rement Funds:

gn Venture Cnds and foreig

red with SEBIF); a Foreigndia in one coonly up to 33

investee com

arments Limi

do not exce

tered office of

ent in free forpayment throeant for Resi

aid- up capitament on beha 5% of the he aggregate an be increaseowed by a sp

and approvautional Invesr hold, offsny other simexchange in Iauthorities in

now your clisue or transfe

ntity.

Investors (FV

egistered ven

Capital Invegn venture ca

I in one compn Venture Caompany. Fur.33% of the fu

mpany. A cate

ited

ed the

f the

reign ough ident

al. In alf of total limit ed to

pecial

als in stors) shore milar India n the ient” er of

VCI)

nture

estor) apital

pany apital rther, unds

gory

III AIF caunder thecorpus bAdditionacontinue t Bids by E

Pursuant of Indian been permaccordancan Indianlimits areand NRIsinvestmen

QFIs shallJanuary 1investmenshares helof demat that transinvestors

Eligible Qfor routinequity sha

Eligible Qthe Offer. colour). E

Eligible Q Bids by liIn case ofcertificateFailing th Bids by inIn case ofregistratioreserve thThe expos(Investme

(a) eqvage

annot invest e category I Aby way of sally, the VCFto be regulate

Eligible QFIs

to a circular d companies o

mitted to invece with the SEn company ar in addition t. However, innt limits are r

l be included 3, 2012 has spnt in equity sld by Eligibleaccounts by

sactions by E in various res

QFIs shall openg the paymeares in public

QFIs who wish Eligible QFIs

Eligible QFIs a

QFIs are not pe

imited liabilif Bids made

e of registratiois, our Comp

nsurance comf Bids made bon issued by Ihe right to rejesure norms foent) Regulatio

quity shares alue) or 10% eneral insurer

more than 10

AIFs, as definsubscription Fs which haved by the VCF

dated Januaryon a repatriaest in equity EBI Regulatiore 5% and 10to the investmn cases of thoequired to be

under the Nopecified, amonhares in publ

e QFIs in theirEligible QFIs

Eligible QFIs spects includi

en a single noent for transac issues) subje

h to participas are advised are required t

ermitted to is

ity partnershiby limited liaon issued unany reserve th

mpanies by insurance IRDA must bect any Bid wor insurers, pons, 2000, as a

of a company of the respecr or reinsurer

0% of the cor

ned in the SEBto an initiae not re-regisF Regulations

y 13, 2012, thetion basis sushares of Ind

ons. The indiv0% of the paiment limits p

ose sectors whe considered w

on-Institutionngst other thilic issues to br demat accous, transaction

shall be treaing, margins,

on interest beactions relatinect to the cond

te in the Offe to use the Bido participate

ssue off-shore

ips ability partne

nder the LLP he right to rej

companies re attached to

without assignrescribed und

amended, are

y: the least octive fund in r;

244

rpus in one iBI AIF Regul

al public offstered as an s.

e RBI has permubject to certadian companievidual and agid up capital

prescribed unhich have comwithin such co

nal Bidders caings, eligible be listed on reunt through S processes anated at par w, voting rights

aring Rupee ng to purchasditions as may

r are requiredd cum Applic in the Offer t

e derivative in

erships registAct, must beject any Bid w

registered wit the Bid cum

ning any reasoder the Insura broadly set f

of 10% of the case of life in

investee comlations, can inering of a AIF under th

mitted Eligiblain terms andes which are

ggregate invesl of the Indiander the portfmposite foreigomposite fore

ategory. Furthtransactions fecognised stoSEBI registerend investmenwith those ms and public i

account withse of equity y be prescribe

d to submit thcation Form mhrough the A

nstruments or

tered under te attached to without assign

th the IRDA, Application Fon thereof. ance Regulato

forth below:

investee comnsurer or 10%

Scotts Ga

mpany. A vennvest only upventure capihe SEBI AIF

le QFIs to invd conditions. offered to thstment limits

an company, folio investmgn investmeneign investme

her, the SEBI for Eligible Qock exchangesed brokers), m

nt restrictions.made by India

issues.

h an AD categshares (inclued by the RBI

he Bid cum Ameant for NonASBA process

r participatory

the LLP Act, the Bid cumning any reas

a certified coForm. Failing

ory and Deve

mpany’s subs% of investme

arments Limi

nture capital fp to 33.33% oital undertakRegulations

vest in equity Eligible QFI

he public in In for Eligible Qrespectively.

ment scheme fnt caps, Eligibent cap.

in its circularQFIs (which in

s and sale of manner of ope. SEBI has span non-institu

gory-I bank inuding investmI from time to

Application Fon-Residents (b.

y notes.

a certified cm Application son thereof.

opy of certifig this, our Com

elopment Aut

scribed capitaent assets in c

ited

fund f the king. shall

shares s have ndia in QFIs in These

for FIIs ble QFI

r dated ncludes equity eration

pecified utional

n India ment in o time.

orm for blue in

opy of Form.

cate of mpany

thority

al (face case of

(b) thinan

(c) thex

Bids by pIn case of of Rs. 250providentCompany The abovare not liwhich maindependapplicabl Maximum a) For Re

of 100 exceedPrice drevisiounder Individdetermwithdr

b) For Ot

such nEquityBid byUndertheir BAmounBid thprice.

In caseInstituallocat

c) For Bi

Sharesnot excEligiblnot Bidmake a4,50,00

he entire grounsurer or 10%nd he industry sexposure to th

provident fun Bids made by

0 million, a cet fund/pensiy reserve the r

ve informatioiable for anyay occur afte

dent investigale limits unde

m and Minim

etail Individu Equity Share

d `200,000. Indoes not exceon of the Price

the Non-Instdual Bidders

mined at the raw or revise

ther Bidders number of Eqy Shares therey a QIB invest

the existingBid(s) or lownt) at any sta

hrough ASBA

e the Bid Amotional Bidder

tion under the

dders in the and in multiceed `200,000e Employees d at Cut-off Pan application00 equity shar

up of the inve

% of investmen

ector in whiche industry sec

nds/pension fy provident fertified copy ion fund muright to reject

on is given foy amendmener the date ofations and ener laws or reg

mum Bid Size

ual Bidders: Tes thereafter, n case of revieed ` 200,000e Band or ontitutional Bids indicating

end of the their Bid at a

(Non-Instituquity Shares eafter. A Bid tor should no

g SEBI Regulawer the size age. QIBs andA process. No

ount reduces rs who are ee Retail Portio

Employee Riples of 100 E0, including d whose Bid APrice. A singln for a numbres. However

estee compannt assets in ca

h the investeector (25% in c

funds funds/pensio of certificate

ust be attache any Bid, with

or the benefitnts or modifif this Red Hnsure that thgulations.

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ision of Bids, 0. In case the n exercise of Cdders portion.

their agreemBook Buildinany time prio

utional Biddesuch that thecannot be sub

ot exceed the ations, a QIBof their bid

d Non-Instituon-Institution

to Rs. 200,00eligible for aon.

Reservation Pquity Shares due to any re

Amount exceele applicant a

ber of specifier, allocation sh

245

ny: the least oase of a gener

e company opcase of ULIPs)

on funds, subje from a charted to the Bihout assignin

t of the Biddication or ch

Herring Prosphe number of

t be for a minure that the the Retail In Bid Price is Cut-off option. The Cut-off

ment to Bid ng Process. Tor to the final

rs and QIBs e Bid Amounbmitted for minvestment li

B Bidder andd(s) (in termsutional Biddenal Bidders

00 or less due llocation in t

Portion: The B thereafter. Elevision in theeds `200,000/applying unded securities whall be made

of 10% of theal insurer or r

perates: 10% ).

ject to applicatered accounid cum Appl

ng any reason

ders. The Comhanges in appectus. Biddef Equity Shar

nimum of 100e Bid Price pa

ndividual Biddover ` 200,00

n, the Bid wof option is an

and purchaThe Retail Ilisation of all

Portion): Thent exceeds `2more than theimits prescrib

d Non-Institus of quantityers are mandand QIBs ar

to a revisionthe Retail Po

Bid must be ligible Emploe Price Band,/- have to bidder the Emplowhich does n on a proport

Scotts Ga

respective fureinsurer (25%

of the insure

able laws, wittant certifyinlication Form thereof.

mpany and thplicable law

ers are adviseres Bid for d

0 Equity Sharayable by theders have to 00 due to rev

ould be considn option givenase at the fiIndividual Blotment.

e Bid must be200,000 and ie Issue. Howebed for them utional Biddey of Equity atorily requie not allowe

n of the Price Bortion would

for a minimuoyees, whose B

may Bid at d through ASBoyee Reservanot exceeds thtionate basis p

arments Limi

und in case o% in case of U

er’s total inves

th minimum cng the corpusm. Failing thi

he Book Runws or regulati

ed to make tdo not exceed

res and in mue Bidder doeensure that t

vision of the dered for allon only to thenal Issue Pr

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e for a minimin multiples ever, the max by applicableer cannot wit

Shares or thired to submied to Bid at c

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um of 100 EqBid Amount the Cut-off PBA only and

ation portion he reservationprovided tha

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stment

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nners ions, their d the

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of allotment

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rs are advisedximum numbpecified in th

mation for the

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publish the saone regional ning days befoh the pre-issuband announ

of the price bas of issue pricers during thlated at the Fs available at

ng by QIBs wbe kept open

Company willmpliance with

members of ttors, and at ts shall ensure

Bidders (whong Prospectue or from any

ble investors M, Co-BRLM

wish to use ter their Bids o

A Bidders sha and ensure tthe SCSB befoch or the Synicate Memberber only in ths submitted te the ASBA d at least onication Forms

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e Bidders:

consultation wue Closing Daame in two (2newspaper wore the openiue advertisemncement shalland and also ace” in the offehe Bid/Offer Floor Price an the websites

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loyee in purs

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with the BRLate in the Red2) national ne

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ay prior to thWorking Days

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te copies of tal investor’s, ctus is made a

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ubscribing fotheir authori

ld approach ed Cities to re

bank account d Amount areBid cum Appto register thBid cum AppBidders shouls in the Specifthe Bid cum for the memis available a

rom the ASBAr as provided

e employee re

them does noby them und

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he Bid Closing for all catego

the RoC beford the Compan

the Bid-cum-Acopies of theavailable on t

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or the Equityzed agent(s) the Designategister their B

number in the available in

plication Formheir Bids. ASBplication Formld also ensurefied Cities wi

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eservation, sh

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ided that Biders.

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ons submitteds from the Bim number ofocation/Allotally invalid.

t Bid on anothubmitted to aon Form to eie Bids and is r at any point

ed on the par the stamp stamp of a maffix its stamhe Bid in thepted by the Dany circulars in option to su

ted Branchesance with the

ase the DP Into the electrhe DP ID anon is liable to

with the BRsue. The mem

ue Period.

e for a minimon in Price BaDays, subject

ice Band andspapers (one by indicating e.

Bidders, othech the Syndiceir Bids. The SSBA Bidders a

terms of the h the Designad Cities) to reg

m will give thph entitled ―(i.e., the num

d by the Biddidder and wif Equity Sharetment and the

her Bid cum Aany member ither the sam liable to be rt of time prio

247

prescribed Biof the memb

member of thmp, date and electronic bi

Designated Braissued by SEB

ubmit the ASB

s of the SCSBs terms of the S

ID and Clienronic biddingnd Client IDo be rejected.

RLM and Co-Bmbers of Synd

mum of threeand, the Bid/t to the total Bd the revisedeach in Engli the change o

er than QIBs,cate (includinSyndicate shaand have the Red Herring

ated Branchesgister their Bid

he Bidder the c― “Bids at Diffmber of Equityder in the Bidill not be cumes Bid for by e rest of the B

Application F of the Syndie or to anothe

rejected eitheror to the alloc

id-cum-Appliber of the Sy

he Syndicate wd time on theidding systemanches of theBI in this regaBA Bid cum A

s shall acceptSyndicate Ag

nt ID and PAg system of

D and PAN .

BRLM will ddicate and the

e Working D/ Issue PeriodBid/Issue Per

d Bid/ Issue ish and Hindion the website

, who are intng at specifiall accept Bid right to vet t

g Prospectus.s of the SCSBsds.

choice to Bid ferent Price Ly Shares Bid d cum Applicmulated. Aft a Bidder at oBid(s), irrespe

Form after Bidcate or the Ser member ofr before entercation or Allo

Scotts Ga

ication Formyndicate. Bid-will be rejecte Bid cum A

m of the Stocke SCSBs in accard. Bidders aApplication F

t Bids from thgreement.

AN mentioned the Stock E

available in

decide the Pre SCSBs shall

Days and shad may be exteriod not exceePeriod, if ap

i) and one reges of the BRLM

terested in suied cities) or ds from all nothe Bids durin Bidders whos or the Syndi

for up to thrLevels” below for) in each cation Form wter determinaor above the Iective of the B

ds on one BidCSBs. Submif the Syndicatring the Bid iotment of Equ

arments Limi

m only. Bid-c-cum-Applica

ted. Further, Application Fk Exchanges. cordance withapplying thro

Form in electr

he Bidders du

d in the Bid Exchanges byn the Settlem

ice Band andl accept Bids f

all not exceeended, if requeding 10 Worpplicable, wilgional newspM, Co-BRLM

ubscribing for their authoron ASBA Bidng the Bid/ Io wish to useicate (for the

ee optional pw) within the P

option. The pwill be treate

ation of the Issue Price wiBid Amount,

d cum Applicassion of a secte or SCBS wiinto the electruity Shares in

ited

cum-ation such

Form Bids h the ough ronic

uring

cum y the ment

d the from

d 10 uired, rking ll be

paper M and

r the rised

dders Issue e the Bids

rices Price price ed as Issue ill be will

ation cond ill be ronic n this

Issue.detail

(f) The SBid anthe saAppli

(g) Alongpaymthe Es

(h) UponelectrAmouprior

(i) If suffreject

(j) If suffthe Biinto thoption

(k) The Bof AllPublicBid cuto thethe rethe Puunblo

(l) Pursuapplic(400) brokeaddreExcha - A

th- E

reE

- Are

- Brch

- InseceshBr

. However, thled under the

Syndicate/thend generate aame to the ication Form.

g with the Bment in the ma

scrow Accoun

n receipt of theonic mode, thunt are availato uploading

ficient funds such Bids an

ficient funds id Amount mhe electronic n. The TRS sh

Bid Amount slotment and cc Issue Accouum Applicatioe Issue shall selevant ASBAublic Issue A

ocked on recei

uant to SEBI Ccation form tbroker centre

er, contact detess of the brokanges on their

Application fohat any investligible investegistered brokxchange

All accepted apeceipt and wiroker shall bheque/submin case of nonend it to Bankentre, shall enhall deposit trokers shall

he Bidder can paragraph en

e SCSBs will ea Transaction Bidder. Ther

Bid cum Appanner describnts” on page 2

e Bid cum Aphe Designatedable in the ASg such Bids wi

are not availnd shall not up

are available mentioned in t bidding systhall be furnish

shall remain bconsequent trunt, or until won Form, as thsend an approA Accounts anAccount. In ca

ipt of such inf

Circular No. Cthrough natioes to be covertails such as ker, etc. wherr websites.

orms can be dtor or stock brtor may subker of the Sto

pplications shll be uploade

be responsibleitting the ASB

n-ASBA appliker to the Issunsure that at the cheque inalso update

revise the Bidntitled ― “Bu

enter each Bid Registration refore, a Bid

plication Formbed in ― “Esc260.

pplication Ford Branch of tSBA Account,ith the Stock E

lable in the Apload such Bi

in the ASBAthe ASBA Bidem as a sepahed to the AS

blocked in theransfer of thewithdrawal/fhe case may bopriate requend for transfease of withdrformation fro

CIR/CFD/14/onwide brokered by Januarname of the

re the applica

downloaded roker can dowmit the applock Exchange

hall be stampd on the Stoce for uploadiBA form to SCication, brokeue. All Bankeleast one of i

n any of the the electroni

248

d through theuild up of the

d option into Slip, (‘TRS’), der can rece

m, all Biddecrow Mechan

rm from ASBAthe SCSB shal, as mentioneExchanges.

ASBA Accounids with the S

A Account, thed cum Applicrate Bid and BA Bidder on

e aforesaid Ae Bid Amounfailure of thebe. Once the Best to the Conerring the amrawal/failureom the Regist

/2012 dated Oer network ofry 01, 2013). Tcontact perso

ation forms sh

from the Stownload/printlication indice having its o

ped and therebk Exchange p

ing the bid oCSB, etc. and er to deposit ers to the Issuits branches ibank branch

ic schedule (

e Revision FoBook and Rev

the electronic for each priceeive up to th

ers (other thanism - Terms

A Bidder, whll verify if sued in the ASB

nt, the DesignStock Exchang

e SCSB shall bcation Form agenerate a TR

n request.

ASBA Accounnt against thee Issue or untBasis of Allotm

ntrolling Branmount allocabe of the Issue,rar to the Issu

October 04, 20f Stock ExchaThe details ofon, postal addhall be collecte

ock Exchanget the forms dicating the moffice in any o

by acknowledplatform n the Stock Eliable for anythe cheque, p

ue (“BTI”), whin the broker

h of the collec(containing ap

Scotts Ga

rm, the procevision of Bids

c bidding syse and demandhree TRSs fo

an ASBA Bidof payment a

hether submitufficient fundsBA Bid cum A

nated Branch ges.

block an amoand will enteRS for each p

nt until finalis Allotted Equ

til withdrawament is finali

nch of the SCSble to the succ, the blockedue.

012 all investoanges (i.e. arof locations incdress, telephoed will be dis

es websites/birectly.

mode of paymof the broker

dged by the b

Exchange play failure in thiprepare electhich have bra centre accepcting bank inpplication de

arments Limi

edure for whis”.

stem as a sepad option and or each Bid

dders) will mand payment

tted in physics equal to the

Application F

of the SCSB

ount equivaleer each Bid opprice and dem

sation of the Buity Shares toal/rejection ozed, the RegiSB for unbloccessful Bidde

d amount sha

ors can submound four hucluding nameone number, sclosed by the

broker termin

ment to any centre of the

broker at the t

atform, bankiis regard tronic scheduanch/es in a

pts cheques. Bn the broker etails includin

ited

ich is

arate give cum

make into

cal or e Bid orm,

shall

nt to ption mand

Basis o the f the strar

cking ers to all be

mit their undred e of the e-mail e Stock

nals, so

of the e Stock

time of

ing the

ule and broker

Brokers centre. ng the

apthto

- Inreamce

Bids at D

1. Thenumin aPorInst200,

2. RetaPricInddepeveBidof Eandthe Instthe

3. Theallowith

4. In candrevi(suc200,withamoBidthisaddreviAlloBid

5. In candtheiAcc

pplication amhe collecting bo Issue (“RTAn case of ASespective ASBmount) alongertified syndi

ifferent Price

e Bidder can mber of Equitany of the bidtion may bidtitutional Bid,000 and such

ail Individuace agree that ividual Bidde

posit the Bid nt the Bid Pders Bidders

Equity Sharesd Bidders in E excess amotitutional Bid SCSBs to bloc

e Retail indivotment wherehdraw nor low

case of an upd Bidders in tise their Bid och that the to,000 for Retah the membount (i.e., oriders the Bid

s Red Herrinditional paymision, the numotment, such der is deeme

case of a dowd Bidders in thir Bid or the count.

mount) as dow

bank. BrokerA” or ”RegistrSBA applicatBA Branch. Bg with applicate banks (S

e Levels and R

bid at any pty Shares at a dding option

d at Cut-Off Pdders or Biddh bids shall be

al Bidders and they shall puers and BiddPrice based o

Price is highe in Employee allocated in

Employee Resounts from tdders and QIB

ck an amount

vidual biddeeas Qualifiedwer the size o

pward revisiothe Employeeor (ii) make adotal amount il Individual bers of the Sginal Bid Priwill be consi

ng Prospectusment and the

mber of Equ that no added to have a

wnward revisihe Employee excess amou

wnloaded fros shall retain

rar”) after 6 mtion, broker Broker shall ication formsCSBs) for blo

Revision of B

price within specific prices not exceedi

Price. Howeveders in the Ee rejected.

d Bidders in urchase the E

ders in Emploon the higheer than the se Reservationthe Issue mulservation portthe Escrow B Bidders) bit based on the

er may eithed Institutionaof their bids a

on in the Price Reservationdditional payi.e., original

Bidders, if thSyndicate to ice plus additdered for allos. If, howeveIssue Price isity Shares Biditional paym

approved such

ion in the Pric Reservation p

unt paid at th

249

m Stock Exch all physical

months to forward aforward a sc

s to the branocking of fund

Bids

the Price Bane. Retail Indiving ` 200,000er, bidding aEmployee Re

Employee REquity Sharesoyee Reservatr end of the subscription

n Portion wholtiplied by thtion who BidAccount. Indding at Cute Cap Price.

er withdraw al Bidders anat any stage.

ce Band annon portion whyment based o Bid Price plhe Bidder wawhom the ortional paymeocation underer, the Biddes higher thanid for shall bment would h revised Bid

ce Band, annoportion who h

he time of bid

hange platforapplications

a schedule achedule (contnch named fod

nd. The Biddvidual Bidder and Bidderst Cut-Off Prieservation Po

Reservation Pos at any pricetion Portion bPrice Band iamount paya

o Bid at Cut oe Issue Price)

d at Cut off Prncase of ASBt-off Price, th

or revise thnd Non Instit

ounced as aboho had Bid aton the higher lus additionaants to contiriginal Bid went) exceeds `r the Non- Inr does not e

n the higher ebe adjusted d be required at Cut-off Pr

ounced as abhave Bid at C

dding would

Scotts Ga

rm and send iinitially and

along with ataining applicor ASBA of

der has to bids applying fo

s in the Emplce is prohibitortion biddin

ortion who be within the Pbidding at Cin the Escrowable by the off Price (i.e., ), the Retail Inrice, shall receBA Bidders e ASBA Bidd

heir bids unttutional Bidd

ove, Retail Int Cut-off Pric end of the Re

al payment dinue to Bid aas submitted` 200,000 for nstitutional Poeither revise end of the Prownwards fo

d from the Bice.

bove, Retail InCut-off Price c

be refunded

arments Limi

it to local brasend it to Re

application focation numbethe respectiv

d for the desor a maximumloyee Reservated for QIB, Nng in excess

bid at the CutPrice Band. Rut-Off Price

w Account. InRetail Indivi the total numndividual Bideive the refun(excluding N

ders shall inst

til finalizatioders shall ne

ndividual Bidce could eitheevised Price B

does not exceat Cut-off Pr. In case the Retail Indiviortion in termthe Bid or m

rice Band prioor the purposBidder and

ndividual Bidcould either re from the Esc

ited

anch of egistrar

orm to er and ve self

sired m Bid ation Non-of `

t-Off Retail shall

n the idual mber dders nd of Non-truct

n of ither

dders er (i) Band eed ` rice), total

idual ms of make or to se of such

dders evise crow

6. In tappon

7. RevPro

8. Thefreeof thto uorig

9. RevRevAppthe musForm

10. TheHowmem

11. Bidonly

12. Anyfor exceBidof thor dQIBone

13. WhTRSobta

Electronic (a) The S

(b) The Suploa

(c) Therein Ind

(d) The Berrorsand taccepBids, Syndi

the event of aplication size such minimu

vision optioncess” in this R

e bidder who e to revise hishe Bid cum A

use the servicginal Bid.

visions can bevision Form. Tplication Form Bid cum Appst complete am. The memb

e QIB and Nowever, for anmber of the Sy

ders are adviy in such Rev

y revision of the incremeness amount, der at the timhe QIB Biddedemand draftB Margin Ame or more revi

hen a Bidder rS from the meain the revise

c Registration

Syndicate and

Syndicate andaded within o

e will be at leadia and where

BRLM Co-BRLs or omissionthe SCSBs, (i

pted but not uBids accepte

icate and/or t

any revision shall remainum applicatio

n is also avaRed Herring P

has registeres or her Bid wApplication Fces of the sam

e made in bothThe Bidder mm or earlier Rplication Formall the detailsbers of the Sy

on Institutionany revision(s)yndicate thro

ised to retain vision Form or

the Bid shall ntal amount, iif any, result

me of refund iers, the membt or electronicount, if any, tisions by the Q

revises his orembers of theed TRS, whic

n of Bids

the SCSBs w

d the SCSBs wone Working D

ast one on-line Bids are bein

LM, our Comn and commisii) the Bids uuploaded by ed and uploathe SCSBs sha

in the Price

n 100 Equity on is not in th

ailable to ASProspectus.

ed his or her iwithin the PricForm. Howeveme member of

h the desiredmust also menRevision Formm and he is chs of the other yndicate will n

al Bidder can) in the Bid,

ough whom h

copies of the r copies there

be accompanif any, to be pting from doin accordancebers of the Syc transfer of fto be paid onQIB Bidders.

r her Bid, he e Syndicate. Ich will act as

will register th

will undertakeDay from the

ne connectivitng accepted.

mpany and thssions in relatuploaded by the Syndicate

aded withoutall be respons

250

Band, whethShares irresp

he range of ` 1

BA investor.

interest in thece Band usinger, for any ref the Syndica

number of Ention the detam. For examphanging only two options not accept inc

n increase the the Bidders

he or she had p

blank Revisieof.

nied by paympaid on accou

ownward revie with the teryndicate shallfunds throug account of th

or she shall sIt is the respo proof of revi

e Bids using t

e modification Bid/Issue Cl

ty facility in e

he Registrar artion to, (i) thethe Syndicat

e Members ant blocking funsible for any e

her upwards pective of wh10,000 to ` 15,

. For details,

e Equity Sharg the printed Rvision(s) in thte through w

Equity Shares ails of all the ple, if a Bidde one of the op that are not

complete or in

bid size duriwill have toplace the orig

on Form and

ment in the forunt of the upision of the Brms of this Rel collect the p

gh RTGS for the upward re

surrender theonsibility of ision of the o

the on-line fa

n of selected flosing Date.

each city, whe

re not respone Bids acceptte Members nd the SCSBsnds in the Aerror in the Bi

Scotts Ga

or downwardhether the B,000.

, please refe

res at a particRevision Formhe Bid, the Bi

whom he or sh

and the Bid p options in hier has Bid forptions in the Rbeing revised

naccurate Rev

ing the Biddi use the serv

ginal Bid.

the revised B

rm of chequepward revisioBid would beed Herring Prpayment in ththe increment

evision of the

e earlier TRS the Bidder to

original bid.

cilities of the

fields in the B

ere a stock ex

nsible for anyted by the Syand the SCS

s or (iv) withASBA Accoun

id details upl

arments Limi

ds, the minimBid Price pay

r section “A

cular price levm, which is a idder(s) will hhe had placed

price by usingis or her Bid r three optionRevision Formd, in the Revivision Forms.

ng/ Issue Pervices of the s

Bid must be m

e or demand don of the Bid.e returned torospectus. In

he form of chetal amount in Bid at the tim

and get a revo request for

Stock Exchan

Bid details alre

xchange is loc

y acts, mistakeyndicate MemSBs, (iii) the h respect to Ants. Howeveroaded by the

ited

mum yable

ASBA

vel is part have d the

g the cum ns in m, he ision

riod. same

made

draft The

o the case eque n the me of

vised r and

nges.

eady

cated

es or mbers

Bids ASBA

, the m. It

shall releva

(e) In casthe Buncharecord

(f) The Swill bPeriodfor ofthe ofClosintime aCo-BR

(g) BasedExchawebsiBid/I

(h) At thedetail

•

•

•

•

•

•

•

•

•

With shall e

•

•

•

•

be presumed

ant ASBA Acc

se of apparenBid cum Appanged, the Bidded in minute

Stock Exchangbe available wd. The Syndicff-line electronff-line data filng Date, the Sas may be perRLM on a reg

d on the aggreanges, a grapites of the SIssue Period.

e time of regls of the Bidde

Name of theForm is exaccum ApplicaAccount is aappear in the

Investor Catregistered wMutual Fund

Numbers of

Price Per Equ

Bid Amount

Bid cum App

DP ID and cl

PAN

Cheque Num

respect to ASenter the follo

Name of the

Bid cum App

PAN (of Firs

Investor Cat

d that for Bidcount.

t data entry eplication Ford cum Applices of the meet

ges will offerwith the Syndi

cate Membersnic registratiole into the on-Syndicate andrmitted by the

gular basis.

egate demandphical repres

Stock Exchan

gistering eachers in the on-l

e Bidder: Biddctly the same ation Form is also held in te Bid cum Ap

tegory – Indwith SEBI (othe

d, etc.

Equity Share

uity Share (pr

t.

plication Form

lient identific

mber

SBA Bids, at thowing inform

Bidder(s);

plication Form

st Bidder, in c

egory and Su

ds uploaded b

error by eitherm number ication Form mting submitte

r an electroniicate and theirs and the Des

on of Bids sub-line facilities

d the Designae Stock Excha

d and price fosentation of

nges would b

h Bid other thline system:

ders should e as the name i submitted inthe same join

pplication For

dividual, Corer than a sub-a

es Bid for.

rice option)

m number.

cation number

he time of regmation pertain

m Number;

case of more t

ub-Category:

251

by the SCSBs

r the memberin their respmay be consied to Stock Ex

ic facility for r authorised asignated Branbject to the cos for Book Buated Branchesanges. This in

or Bids registconsolidated

be made ava

han ASBA Bi

ensure that thin which the

n joint names,nt names andrm.

rporate, QIBsaccount which

r of the benef

gistering eachning to the Bid

han one Bidd

s, the Bid Am

rs of the Syndpective scheddered as vali

xchange(s).

registering Bagents and thnches of the Sondition that ilding on a re

s of the SCSBsnformation wi

tered on the ed demand anailable at the

ds, the Syndi

he name giveDepositary A, Bidders shoud are in the s

s, Eligible N is a foreign co

ficiary accoun

h Bid, the Desdder into the

der);

Scotts Ga

mount has bee

dicate or the Sdules other td and such e

Bids for the Ishe SCSBs duriSCSBs can alsthey will sub

egular basis. Os shall uploadill be availabl

electronic facind price as e Bidding ce

icate shall en

en in the Bid Account is heluld ensure thsame sequen

NRI, FVCI, FIorporate or for

nt of the Bidde

signated Branonline system

arments Limi

en blocked in

SCSBs in entethings remaixceptions ma

ssue. This facing the Bid/ Iso set up facil

bsequently upOn the Bid/ I

d the Bids till le with the BR

ilities of the Savailable on

entres during

nter the follow

cum Applicald. In case the

hat the Deposince in which

II & sub-accreign individua

er.

nches of the SCm:

ited

n the

ering ining ay be

cility Issue lities

pload Issue such

RLM,

Stock n the g the

wing

ation e Bid itory they

ount al) or

CSBs

•

•

•

•

•

•

•

(i) A sysbiddinDesigDesigalloca

(j) Such T

(k) In cas(only madeIn casrejecteif all tany re

(l) The psystemstatutapprocorrecdoes ithe mcertifyProspthe St

(m) Only allocaBid/IBid/Iof Equthe S

Retail

(No sub cate

Employee/s

DP ID and cl

Beneficiary a

Quantity;

Price Per Equ

Bid Amount

Bank accoun

stem generateng options. I

gnated Branchgnated Brancated/Allotted

TRS will be n

se of QIB Bid in specified c

e at the time ose of Non-Insed on technicthe informatiespect. The SC

permission givm should nottory and otheoved by the ctness or comit take any re

management oy or endorse

pectus; nor dotock Exchange

Bids that are ation/ AllotmIssue ClosingIssue Period auity Shares. In

Syndicate or

egory)

hareholder (i

lient identific

account numb

uity Share (pr

t and

nt number;

ed TRS will bIt is the Bid

hes of the SCSches of the

d either by the

non-negotiabl

dders, only thcities) have thof receiving thstitutional Bidcal grounds liion required CSBs shall ha

ven by the Stt in any way er requiremeStock Excha

mpleteness of esponsibility or any scheme the correctnoes it warrantes.

uploaded onment. Memberg Date to verafter which thn case of any

the Designa

Non- Ins

• Individu• corpora• other

if reservation)

cation number

ber of Equity

rice option)

be given to tdder‘s responSBs. The regis SCSBs doee Syndicate or

e and by itsel

he BRLM, Cohe right to acche Bid and ondders, Retail Iisted on pageis not provid

ave no right to

tock Exchang be deemed o

ents by our Canges; nor doany of the cofor the financ

me or project ness or compt that the Equ

n the online IPrs of the Syndify the informhe date will b discrepancy ated Branche

252

stitutional ual

ate

);

r;

Shares Bid fo

the Bidder asnsibility to obstration of thees not guarar our Compan

lf will not crea

o-BRLM, SCScept the Bid only after assigIndividual Bi 263. The Mem

ded and the Bo reject Bids, e

ges to use theor construed Company andoes it in anympliance witcial or other of our Comppleteness of uity Shares w

PO system of tdicate and the mation uploabe sent to theof data betwees of the SC

or;

s a proof of tbtain the TRe Bid by the mantee that tny.

ate any obliga

SBs and theiror reject it. Hogning a reasodders and Elmbers of the

Bid cum Appexcept on tech

eir network a to mean thatd/or the BRLy manner wath the statutorsoundness ofpany; nor doany of the c

will be listed o

the Stock Exc SCSBs will baded in the oe Registrar foreen the BSE oCSBs, the de

Scotts Ga

QI• Mutual F• Financial• Insuranc• Foreign I• Investors• corporate• sub-acco

the registratioRS from the member of thethe Equity

ation of any k

r Affiliate Synowever, suchn for such rejigible Emplo Syndicate malication Formhnical ground

nd software t the compliaLM, Co-BRLMarrant, certifyry and other f our Companoes it in any contents of t

or will contin

changes shall be given up toonline IPO syr reconciliatio

or the NSE anecision of ou

arments Limi

B Funds l Institutions

ce companies Institutional s other than e and individ

ounts

on of each ofSyndicate ore Syndicate oShares shall

kind.

ndicate Memh rejection shajection in wriyees, Bids wiay also reject

m is incompleds.

of the onlineance with varM are clearey or endorserequirementsny, the Prommanner war

this Red Hernue to be liste

be consideredo one day afteystem duringon and Allotmd the Membeur Company

ited

dual

f the r the r the l be

mbers all be iting. ill be Bids

ete in

IPO rious ed or e the s nor

moter, rant, rring d on

d for er the g the ment ers of y, in

consuApplidiscreand se

Build up (a) Bids r

electr

(b) The BCo-BR

(c) The Rwherelowerincrea

(d) The Bfree tothe Bi

(e) Revisthe Rmust Revisand sdetailthe D

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(i) Our CEquity10,000

ultation with tication Formsepancy in theend the data t

of the book a

received fromonically uplo

Book gets builRLM on a reg

Retail individueas Qualifiedr the size of thase the size of

Bidder who ho revise his orid cum Appli

ions can be mRevision Form also mentionion Form. Fo

such Bidder ils of the otheresignated Bra

Bidder can marevision(s) in icate, Non-Syers are advisein such Revisi

se of an upwable Employeeional paymen

nal Bid Amounue to Bid at

mitted. In case00, the Bid wiHerring Prosp

ment and the Iy Shares Bidional paymenrevised Bid at

se of a downEligible Emplunt paid at the

Company, in y Shares for 0 to ` 15,000.

the BRLM, Cos shall be finae DP name, Dto the Registr

and revision

m various Bidoaded to the S

lt up at variougular basis at t

ual bidder md Institutionalheir bids at anf bids.

has registeredr her Bid withcation Form.

made in both m. Apart fromn the details oor example, if is changing or two optionsanches of the

ake this revis the Bid, theyndicate or thed to retain coion Form or c

ard revision is who had Bnt based on unt plus addCut-off Price

e the total amill be considerpectus. If, howssue Price is h

d for shall bent would be rt Cut-off Price

nward revisioloyees who he time of bidd

consultation each Bid to e

o-BRLM and al and bindin

DP Id and the rar for reconc

of Bids:

dders throughStock Exchang

us price levelthe end of the

ay either withl Bidders andny stage. How

d his or her inhin the Price B

the desired nm mentioningof all the opt a Bidder hasonly one of ts that are not SCSBs will no

sion any num Bidders wilhe SCSB throopies of the bcopies thereof

in the Price BBid at Cut-off

the cap of thditional paym), with the Sy

mount (i.e., orred for allocawever, the Bihigher than the adjusted dorequired frome.

n in the Pricehave Bid at Cding would be

with the BRLensure that th

253

the Registrarng on all conc Client Id, thiliation and A

h the Syndicages‘ mainfram

s. This informe Bid/Issue P

hdraw or revd Non Instituwever, the QI

nterest in the Band using th

number of Eqg the revised tions in his os Bid for threethe options in being revisedot accept inco

mber of times l have to useough whom blank Revisiof.

Band announc Price could he revised Pr

ment does noyndicate or Nriginal Bid Amation under thidder does nohe cap of the ownwards fo

m the Bidder a

e Band, annoCut-off Price e refunded fro

LM and Co-BRhe minimum

r, based on thcerned. If the e Syndicate M

Allotment of E

ate, Non-Synme on a regula

mation will bePeriod.

vise their bidsutional BiddeIB and Non in

Equity Sharehe printed Re

quity Shares options in thr her Bid cume options in tn the Revisiod, in the Reviomplete or ina

during the Bie the servicesuch Bidder

on Form and

ced as above, either (i) revirice Band (su

ot exceed ` 2on Syndicatemount plus ahe Non-Instituot either revi Price Band p

or the purposand the Bidde

ounced as abocould either om the Escrow

RLM, shall de application v

Scotts Ga

he physical rec Syndicate MMembers willEquity Shares

ndicate and thar basis.

e available wi

s until finalizaers shall neithnstitutional B

es at a particuvision Form,

and the Bid Ahe Revision Fm Applicationthe Bid cum Aon Form, he ision Form. Taccurate Revi

id/Issue Peris of the sam had placed the revised B

Retail Indiviise their Bid

uch that the t00,000 if the to whom the

additional payutional Portioise the Bid or

prior to revisiose of allocatier is deemed t

ove, Retail Inrevise their Bw Account.

ecide the minvalue is with

arments Limi

cords of Bid CMembers finds

l correct the ss.

he SCSBs sha

ith the BRLM

ation of allotmher withdrawBidders are fre

ular price lev which is a pa

Amount by uForm, the Bin Form or eaApplication Fmust still fill

The Syndicateision Forms.

iod. Howeverme member of

the original Bid must be m

idual Biddersor (ii) shall mtotal amount Bidder wane original Bidyment) excee

on in terms ofr make addition, the numbion, such thato have appro

ndividual BidBid or the ex

nimum numbhin the range

ited

Cum s any same

all be

M and

ment w nor

ee to

vel is art of

using dder

arlier Form l the

e and

r, for f the Bid.

made

s and make t i.e.,

nts to d was eds ` f this ional

ber of at no oved

dders xcess

ber of of `

(j) Any rthe inrespecshall bSyndiaccousuch cand pbook.Basis

(k) WhenTRS frand o

Price Disc

1. After at var

2. Our Cnumb

3. The aInstiturespecof equmannDesig

4. Undewith Comp

5. Allocaapplyappro

6. Only allocadata relectrmembthe Bithe BiavailaIn caparam

7. The BIssue collec

8. The A

revision of thencremental amct to the ASBblock the addicate shall co

unt of the upwcases, the Syn

provide the ch The Registra of Allotment

n a Bidder revrom the Synd

obtain the revi

covery and A

the Bid/Issurious price lev

Company in ber of Equity

allocation to utional and ctively. The auity shares an

ner specified gnated Stock E

r subscriptionspill-over fro

pany in consu

ation to Nonying on repatovals.

Bids that areation/Allotmerelevant for tonic Bidding bers of the Syid Closing Daidding Periodable with the se no corres

meters, namelBRLM and Co Price and alcted from the Allotment deta

e Bid shall bemount, if anyA Bids, if rev

ditional Bid Aollect the payward revisionndicate or Noheque or demar will reconc.

vises his or hedicate or the Sised TRS, whi

Allocation

ue Closing Davels and discu

consultationy Shares to be

QIBs will beRetail Indivi

allocation in rnd, would bein the SEBI R

Exchange, sub

n, if any, in aom any othe

ultation with t

n-Residents, triation basis

e uploaded oent. The memhe purposes systems of th

yndicate, Nonate to modifyd after which NSDL and CD

sponding recly, DP ID, Clieo-BRLM, in collocations to Bidders. ails shall be p

e accompaniedy, to be paid

vision of the BAmount. In cament in the of the Bid at on Syndicate

mand draft nucile the Bid d

er Bid, he or sSCSB, as applich will act as

ate, the BRLMuss pricing str

n with the B allotted in ea

e 25% of theidual Bidderretail categore on proportiRegulations abject to valid

any category, er category othe BRLMs an

including Ewill be subje

on the online mbers of the S

of finalizing he Stock Exchn Syndicate any/ verify certa the data willDSL.

cord is availaent ID and PAonsultation wtheir respect

put on the web

254

d by paymend on accountBids results inase of Bids, otform of cheq the time of o will revise thumber of the

data and cons

she shall surreicable. It is ths proof of his

M and the Co-rategy with th

BRLM and Coach investor c

Net Issue as will not ley shall be ononate basis toand this RedBids being re

except in theor combinatind the Design

Eligible NRI’sect to applica

system of thSyndicate, No the Basis of Ahanges. In ordnd the SCSBsain selected fil be sent to th

able with thAN, then such

with us, shall tive Bidders,

bsite of the R

nt in the form t of the upwan an incrementher than ASB

que or demanne or more rehe earlier Bid new paymenider the revis

ender the earlhe responsibil or her having

BRLM shall ahe Company.

o-BRLM, shalcategory.

and the availess than 40%

n firm allotmeo QIB and N

d Herring Proeceived at or a

e QIB Portionon of catego

nated Stock Ex

s, FIIs and able law, rule

he Stock Exchn Syndicate aAllotment whder that the d will be givenields uploade

he Registrar f

he Depositorih Bids are liabnotify the mewhere the fu

Registrar to the

Scotts Ga

of cheque or ard revision

ntal amount, tBA Bids, the Snd draft if anevisions by thds details witnt instrumentsed Bid data

lier TRS and mlity of the Bidg revised the

analyze the d

ll finalize the

lability for al% and 35% oent basis subj

Non-Institutionospectus, in cabove the Issu

n, would be aories at the dxchange.

FVCIs registes, regulation

hanges shall band the SCSBhile uploadin

data so capturn up to one Wed in the onlifor reconciliat

ies, which mble to be rejecembers of theull Bid Amou

e Issue.

arments Limi

demand drafof the Bid. W

the relevant SSyndicate or ny, to be paidhe QIB Bidderth the revisedt in the electrfor preparing

may get a revdder to reques

previous Bid

demand gener

e Issue Price

llocation to Nof the Net Iect to availabnal Bidder, inconsultation ue Price.

allowed to bediscretion of

tered with Sns, guidelines

be considereds shall captur

ng Bid data inred is accurateWorking Day

ne system dution with the

matches the tcted. e Syndicate ount has not b

ited

ft for With SCSB Non d on rs. In d Bid ronic g the

vised st for .

rated

e, the

Non-Issue bility n the with

e met our

SEBI, and

d for re all n the e the after

uring data

three

of the been

Signing o

(a) Our CAgree

(b) After Herrintermeunder

Pre-Issue

Subject toProspectuRegulationewspape

Advertise

Our Comadvertisemindicate thdate of Pr

Issuance

(a) Uponto theBidde(ii) thIssue

(b) The RIssue.

(c) The IsEquity

Unblocki Once the provide ththe relevathis purpAllotted athe Publicbe transfereasons founblock tSCSBs shaand shall Issue, theIssue.

of the Underw

Company, theement on or im

signing the ng Prospectu

ed as the ‘Prrwriting arran

Advertiseme

o Section 66 us with the Rons, in one Eer and one reg

ement regard

mpany will issment, in addihe Issue Price

rospectus will

of Confirmat

n approval of e Syndicate a ers should no

he instructions shall be done

Registrar will .

ssuance of CAy Shares to su

ing of ASBA

Basis of Allothe following ant bank accoose, within t

against each vc Issue Accouerred to the or rejection anthe respectiveall transfer th unblock the

e blocked am

writing Agree

e BRLM, Co-Bmmediately a

Underwritingus with the Rrospectus‘. Tngements and

ent

of the CompRoC, publish

English langugional langua

ing Issue Pri

ue a statutoryition to the ine. Any materl be included

tion of Allotm

the Basis of A list of the Bid

ote that our Cs by the Come on the same

then dispatch

AN shall be duch Bidder.

Account

tment is apprdetails to the

ounts and trahe timelines valid ASBA Bunt, for each vPublic Issue nd details of we bank accou

he requisite am excess amou

mount shall be

ement and th

BRLM and thafter the finali

g AgreementRoC in accor

The Prospectud will be com

panies Act, oh a pre-Issueuage nationalage daily new

ce and Prosp

y advertisemnformation thrial updates b in such statu

ment Note (“C

Allotment by dders who ha

Company shalmpany for the e date.

h a CAN to th

deemed a vali

oved by the D Controlling B

ansfer the reqspecified in

Bid, (ii) the amvalid ASBA B Account, anwithdrawn a

unts. On the mount againsunt, if any, ine unblocked

255

he RoC Filing

he Syndicate isation of the

t, our Compardance with us will conta

mplete in all m

our Companye advertiseml daily newsp

wspaper, each

pectus

ment after the hat has to be sbetween the dtory advertise

CAN”)

the Designatave been Alloll ensure that demat credit

he Bidders w

id, binding an

Designated StBranches of e

quisite moneythe ASBA fa

mount to be tBid, (iii) the dnd (iv) details

nd/or unsucbasis of instrt each success

n the ASBA Aon receipt of

g

Members sha Issue Price.

any will updthe applicablain details o

material respec

y shall, afterment, in the f

paper, one H with wide cir

filing of the Pset out in the date of the Reement.

ed Stock Exchotted Equity St (i) the Allotmt of the Equit

who have been

nd irrevocabl

tock Exchangeach SCSB, aloy to the Publ

acility: (i) the transferred fro

date by whichs of rejected cessful ASBAructions fromsful ASBA Bi

Account. In caf such inform

Scotts Ga

all enter into

date and file le law, which

of the Issue cts.

r registering form prescrib

Hindi languagrculation.

Prospectus w statutory adved Herring Pr

hange, the ReShares in the ment of the Ety Shares, to a

n Allotted Eq

e contract for

ge, the Registrong with instlic Issue Acco number of Eom the releva

h funds referre ASBA Bids,

A Bids, if any,m the Registra

dder to the Pase of withdr

mation from t

arments Limi

an Underwr

the updated h then woulPrice, Issue

the Red Herbed by the Sge national d

with the RoC. vertisement, rospectus and

egistrar shall Issue.. Howe

Equity Sharesall Bidders in

uity Shares in

r the Allotme

rar to the Issutructions to uount designatEquity Sharesant bank accoed to in abov if any, along, to enable SCar to the Issuublic Issue A

rawal/failurethe Registrar

ited

riting

Red d be size,

rring SEBI daily

This shall d the

send ever,

s and n this

n the

nt of

ue shall nblock ted for s to be ount to ve shall g with

CSBs to ue, the

Account of the to the

Designate

(a) Our CBiddeDate.

(b) In acconly i

(c) Allottthe Co

Investors allocated/

GENERA

Do’s:

a) Check

b) Ensur

c) Read

d) EnsurAllotm

e) Ensurmembto Synor theFurthAppliExchamay n

f) With holdebank

g) QIBs

h) Ensur

i) ASBAmaintDesig

j) Ensurto the

k) Instruproce

l) Submorigin

m) Excepofficia

ed Date and A

Company wiler‘s depositor

cordance within the demate

tees will haveompanies Act

are advised / Allotted to t

AL INSTRUC

k if you are el

re that you ha

all the instruc

re that the dement of Equit

re that the Biber of the Synndicate (only e person who

her, such synication Form ange. Where not bear stam

respect to Aer in case the account num

and Non – In

re that you re

A Bidders shotained with

gnated Branch

re that the fule Bid Amount

uct your respeess;

mit revised Binal Bid was pl

pt for Bids suals appointed

Allotment of

ll ensure thatry account w

h the SEBI Reerialised form

e the option tot and the Dep

to instruct ththem pursuan

TIONS

ligible to appl

ave Bid within

ctions careful

etails about thty Shares will

ids are submndicate or wit in specified cose bank accondicate or SC acknowledgiapplications

mp of a membe

ASBA Bids en applicant is

mber in the AS

nstitutional bi

quest for and

ould ensure tthe SCSB be

h of the SCSB

ll Bid Amount are blocked i

ective banks t

ids to the samlaced and obt

ubmitted on d by a court, a

f Equity Shar

t (i) the Allotwill be comple

egulations, Eqm to the Allotte

o re-materialipositories Act

heir Depositont to this Issu

ly;

n the Price Ba

lly and compl

he Depositoryl be in the dem

mitted at the th respect to citites) or at a ount will be CSB branch sing the uploaare submitteer of the Synd

nsure that thenot the accou

SBA Bid cum A

dders should

d receive a TR

that you haveefore submitt or syndicate

nt is paid for thin case of any

to not release

me member otain a revised

behalf of thall Bidders sho

256

es

tment of Equeted within 1

quity Shares wees.

ise the Equityt.

ory Participanue.

and;

lete the Bid cu

y Participantmaterialised f

bidding centASBA Bidder Designated Butilised by thshall affix itsad of Bid in d to a Non S

dicate.

e Bid cum Aunt holder. EnApplication F

d submit their

RS for all your

e funds equalting the Bid in the specifi

he Bids submy Bids submit

e the funds bl

of the Syndicd TRS;

he Central Gould mention

uity Shares; an12 Working D

will be issued

y Shares so Al

nt to accept t

um Applicati

and the benform only;

tres only on frs, ensure thaBranch of the he Bidder fors stamp, datthe electronic

Syndicate me

Application Fonsure that yoForm;

bids through

r Bid options;

l to the Bid Acum Applic

ed cities;

mitted to the Stted though th

ocked in the

cate or Non

Government on their PAN al

Scotts Ga

nd (ii) credit Days of the B

d and Allotme

llotted as per

he Equity Sh

ion Form;

neficiary accou

forms bearinat your Bid is SCSB where r bidding haste and time c bidding sys

ember the app

orm is signedou have ment

h ASBA proce

Amount in yoation Form

Syndicate andhe SCSBs.

bank account

Syndicate th

or the State Gllotted under

arments Limi

to the succeBid/Issue Clo

ent shall be m

r the provision

hares that ma

unt are corre

ng the stamp s submitted e the ASBA Bis a bank accoon the Bid

stem of the Splications ma

d by the acctioned the co

ess only;

our bank accto the respec

d funds equiva

t under the A

hrough whom

Government the IT Act;

ited

ssful osing

made

ns of

ay be

ct as

of a ither dder ount. cum

Stock ay or

ount rrect

ount ctive

alent

ASBA

m the

and

n) Ensurrespec

o) EnsurwhichApplisame Appli

Don’ts: a) Do no

b) Do no

c) Do noShare

d) Do noNon S

e) Do no

f) Do noSyndi

g) Do noof ` 20

h) Do noEmplo

i) Do noSize aapplic

j) Do noand

k) Do nocum a

l) Do no

m) Do no

n) Do noASBAbrancForms

Instructions Bids must b

a) Made

b) CompcontaiAppli

re that the Dects;

re that the namh the beneficication Form joint names ication Form.

ot Bid for low

ot Bid/revise

ot withdraw es Bid for and

ot Bid on anoSyndicate or t

ot pay the Bid

ot send Bid icate, Non Syn

ot Bid at Cut-o00,000);

ot Bid for a Bioyees bidding

ot fill up the and/ or invecable laws or

ot submit the

ot submit Bidapplication Foot submit the

ot Bid if you a

ot submit ASA Account is ch in the reles (A list of su

s for Comple

be:

e only in the p

pleted in fullined herein, ication Form

emographic D

me(s) given inciary accoun is submittedand such nam

wer than the m

Bid Amount

or lower the Bid Amount

other Bid cumthe SCSBs, as

d Amount in c

cum Applicandicate or the

off Price (for

id Amount exg under the E

Bid cum Appstment limit regulations o

GIR number

s on plain paporms in a colo Bids without

are not compe

SBA Bids to amaintained, a

evant Specifiech branches i

eting the Bid

prescribed Bid

l, in BLOCKin the Bid cu

ms or Revisio

Details (as de

n the Bid cumnt is held wid in joint nammes are in th

minimum Bid

to less than th

e size of your), in case you

m Application applicable;

cash, by mone

ation Forms be SCSBs only;

QIB Bidders a

xceeding ` 20Employee Por

plication Formor maximum

or maximum a

r instead of th

per or on incoour prescribedt the full Bid A

etent to contra

a Syndicate Mas specified ied City, for tis available at

cum Applica

d cum Applic

K LETTERS ium Applicatioon Forms are

257

efined herein

m Applicationith the Depo

mes, ensure the same sequ

size;

he Floor Price

r Bids at any u are a Non In

n Form after y

ey order or by

by post; inst;

and Non-Inst

00,000 (for Bidrtion);

m such that tm number of amount perm

he PAN as the

omplete or illd for another Amount.

act under the

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ation Form

cation Form o

n ENGLISH on Form or ie liable to b

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n Form is exacository Partichat the benef

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ead submit t

titutional Bidd

ds by Retail In

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missible under

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egible Bid cu category of B

e Indian Contr

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r Revision Fo

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updated, true

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ch they appea

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ndividual Bid

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m ApplicatioBidder;

ract Act, 1872

Cities unless ton Form, has to deposit Bimd/scsb-asba.h

orm, as applic

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arments Limi

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as the name(ase the Bid nt is also helar in the Bid

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d on this gro

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icate and / o

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ould note thay them in the

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ANDATORYRIALISED FOHE BID CUM

D AND PAN GD, CLIENT ID

mographic Dend Orders/C

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ded by the Band the SCSB

ment. The Bidd

ual Bidders, thubject to a ma

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es bidding in heir agreemenervation Porti

Bid.

onal Bidders t the Bid AmBids cannot b

rom them shoheld by them

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ns and signatf India must bofficial seal.

ory Account a

at on the base Bid cum A

ncluding add as “Demogng through p

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Y FOR ALLORM. ALL BM APPLICATGIVEN IN T

D AND PAN A

etails would bCANs/Allotm

s, as appropr Application

Bidders will bs, as the case

ders should en

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nt to Bid and pion at the Cu

and QIB Bidmount exceedbe made for mould not excee

m under the ap

d cum Applicee, and in the

tures other thbe attested by

and Bank Acc

sis of PAN ofpplication Fo

dress, Biddergraphic Detaiphysical refunce, Bidders a

of the Deposif refunds to B

Co-BRLM or any responsi Depository A

L THE BIDBIDDERS SH

TION FORMHE BID CUMAVAILABLE

be used for ament Advice a

258

riate, will notForms or Rev

be uploaded ie may be, andnsure that the

be for a minimAmount of ` 2

ision of Bids mafter, so as to Rs. 200,000, dof bidding atee Reservatiopurchase at t

ut-Off Price ha

ders, Bids mds or equal tomore than thed the investmpplicable law

cation Form ssame order a

han in the lany a Magistrat

count Details

f the Biddersorm, the Regrs bank accoils”). These bnd warrants,

are advised toitory ParticipBidders or unthe Registra

ibility and unAccount deta

DDERS TO HOULD MENM. INVESTOM APPLICATE IN THE DE

all corresponand printing

t be liable fovision Forms.

in the online d the electrone details are c

mum of 100 E200,000.

must be for a ensure that tue to, amongt Cut-off Priceon Portion hahe Issue Priceave to ensure

must be for a o ` 200,000 anhe Issue size. ment limits os or regulatio

hould be subas their Depos

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s

s, DP ID andgistrar will obount details, bank accoun, direct credito immediateant. Please n

nblocking of ar or the Escrndertake anyails in the Bid

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ORS MUST ETION FORMPOSITORY D

ndence with tg of Bank par

Scotts Ga

or errors in d

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a minimum othe Bid Amoug other thingse, the Bid is lave the optioe. Eligible Em

e payment at t

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bmitted with sitory Particip

ified in the Eiy Public or a

d beneficiary btain from th MICR codent details wot, NECS, NEFly update th

note that failu ASBA Accourow Collecti

y liability for d cum Applic

EIR EQUITYIR DP ID, C

ENSURE TH IS EXACTLYDATABASE.

the Bidders inrticulars on th

arments Limi

data entry du

by the Syndi be used to mgible.

s and in mult

of 100 Equity unt does not e, revision of tliable to be reon to bid at Cmployees biddthe Cap Price

f such numbeples of 100 Eqadvised to ennumber of Eq

single name opant details).

ighth ScheduSpecial Execu

account numhe Depository

and occupaould be usedFT and RTGSeir bank acco

ure to do so count at the Bidion Banks or the same. Hecation Form.

Y SHARES CLIENT ID A

HAT THE DPY THE SAME.

ncluding mahe refund ord

ited

ue to

icate, make

iples

Shares exceed the Bid ejected. Cut-off ding in e at the

er of quity nsure quity

or in

ule to utive

mber y the ation d for S) or ount ould

dders r the ence,

IN AND P ID, E AS

ailing ders.

The Demogother purpo By signing Depositorieavailable on In case of Ballocation aDepositorieBidder in tPlease noteEscrow Collosses causereceiving reparticulars

In case no cnames of th(DP ID) and Our Compato request threfund ordeDetails giveDepository cum Applic Refunds, dprevailing emoney throconverted ithe rate of ethe Biddersthe space presponsible

Bids under

In case of registered scase may bemust be aloBid in whol In case of Bithe relevantregistration Mutual Funregistration Company reany reason t

graphic Detailose by the Reg

the Bid cumes to providen its records.

Bidders not readvice/ CANes, are returnthe Bid cum e that any sullection Banked to the Bidefunds throuobtained from

correspondinghe Bidders (ind the beneficia

any in their abhe Registrar ter/CANs/allen on the B of the Biddercation Form in

dividends anexchange ratough Indianinto US Dollaexchange pres so desire, wprovided fore for loss, if a

Power of Att

Bids made pocieties, a cer

e, along with ng with the Be or in part, in

ids made purt resolution certificate mnds, venture certificate meserves the ritherefore.

ls given by Bgistrar to the I

m Applicatio, upon reque

eceiving refuNs may get dned undelive Applicationch delay sha

k(s) nor the Bdder due to anugh electronim the Depos

g record is avncluding the oary’s identity,

bsolute discrethat for the pulocation advicid cum Appr). In such canstead of thos

nd other diste and net o

n Rupee drafars or any ot

evailing at thewill be credit

this purposany, incurred

torney

pursuant to rtified copy o a certified coBid cum Appln either case,

rsuant to a Poor authority

must be lodged capital fundmust be lodgght to accept

Bidders in theIssue.

on Form, thest, to the Reg

unds through delayed if thered. In such n Form woulall be at the BBRLM, Co-BRny such delayc modes, Biditory Particip

vailable with torder of name, then such Bi

etion, reserveurpose of price/ refunds

plication Formases, the Regise obtained fr

tributions, ifof bank charfts purchasedther freely coe time of remed to their Nse in the Bid by the Bidde

a power of of the power oopy of the Melication Form without assig

ower of Attor as the cased along with ds registered ged along w or reject any

259

e Bid cum Ap

e Bidder wougistrar to the I

electronic trahe same, onc an event, thd be used oBidders sole RLM shall bey or pay any dders may nopant are incor

the Depositores of joint holids are liable

e the right to nting particuthrough elec

m should bestrar shall us

rom the depos

f any, will brges and/or cd abroad, su

onvertible curmittance and wNRE accountsd cum Applier on account

attorney or of attorney ormorandum a

m. Failing this,gning any rea

rney by FIIs, ae may be, althe Bid cum with SEBI a

with the Bid Bid in whole

pplication For

uld have deeIssue, the req

ansfer of fune sent to the

he address anonly to ensur risk and neie liable to co interest for sote that refunrrect.

ries that matclders), the Deto be rejected

permit the houlars on the re

tronic transfee used (and se Demographsitories.

be payable iommission. I

uch paymentrrency as mawill be dispa

s, details of wication Formt of conversio

by limited r the relevant and Articles o, we reserve tason therefore

a certified coplong with a Application F

and FVCIs, acum Applic

e or in part, in

Scotts Ga

rm would no

emed to havquired Demog

nds, delivery e address obnd other detare dispatch oither the Ban

ompensate thsuch delay. Innds may get

ches three parepository Partd.

older of the pefund order aer of funds, tnot those obhic Details as

in Indian RuIn case of Bits in Indian ay be permittatched by regwhich should

m. Our Compon of foreign

companies, c resolution or

of Associationthe right to ace.

py of the Pow certified copForm. In casea certified cocation Form. n either case, w

arments Limi

ot be used for

ve authorizedgraphic Detai

of refund ordbtained fromails given byof refund ordnk, the Regishe Bidder forn case of Bid delayed if B

rameters, namticipant’s ide

power of attoand mailing othe Demograbtained froms given in the

upees only aidders who r Rupees wilted by the RBgistered post d be furnishepany will no currency.

corporate bor authority, a

n and/or bye ccept or reject

wer of Attornepy of their e of Bids madopy of their

Failing this,without assig

ited

r any

d the ils as

ders/ m the y the ders. strar, r any dders Bank

mely, ntity

orney of the aphic

m the e Bid

t the emit ll be BI at or if ed in ot be

dies, s the laws t any

ey or SEBI

de by SEBI , the

gning

In case of Developmenand Develoreserve the rtherefore. In case of thlaw) and pea charteredalong with whole or in We, in ousubmission conditions t PAYMENT

Escrow Mec Our CompaBank(s) in wand/or reviwould be de The EscrowThe EscrowAccount unover the mDesignated Shares (otheAgreement,Payments oEscrow Agr The Biddersan arrangemfacilitate col Payment m The ASBA shall block Applicationsuch amouwithdrawalAmount. Incum Applicin the relevThe Bid Am

the Bids m

nt Authority,opment Authright to accep

he Bids madeension fundsd accountant the Bid cum part, in eithe

ur absolute d of the powethat we and th

T INSTRUCTI

chanism for B

any and the whose favour ision of the Beposited in th

w Collection Bw Collection Bntil the Design

monies deposi Date, the Escer than ASBA, into the Issof refund to treement and t

s should notement betweenllections from

echanism for

Bidders shall an amount

n Form and eaunt. The SCSl/ rejection o

n the event of cation Forms, ant bank acco

mount shall re

made by insu

, a certified hority must bept or reject an

e by providens with minim certifying

m Applicationer case, withou

discretion, rr of attorney he BRLM and

IONS

Bidders other

Syndicate sh the Bidders sBid. Chequeshe Escrow Acc

Banks will actBanks for andnated Date. Tted therein acrow Collecti

A funds with sue Account the Bidders shthe Red Herri

e that the escrn our Compa

m the Bidders.

r ASBA Bidd

l specify the equivalent toach ASBA BiSB shall keef the ASBA B withdrawal o the Registrarount and it semain blocked

urance compcopy of certe lodged alon

ny Bid in whol

nt funds with mum corpus the corpus o

n Form. Failinut assigning a

eserve the ri along with thd Co-BRLM m

r than ASBA

hall open Escshall make ous or demand count.

t in terms of td on behalf oThe Escrow Cand shall holon Banks shathe SCSBs) fr held for thehall also be ming Prospectu

ow mechanisany, the Synd.

ders

bank accouno the Bid Amdder or the ap the Bid ABid or receipor rejection or shall give inhall be actedd in the ASBA

260

panies registeificate of regng with the Ble or in part, i

minimum co of ` 250 mi

of the providng this, we resany reason th

ight to relaxhe Bid cum A

may deem fit.

Bidders

crow Accounut the cheque drafts receiv

the Red Herriof the BidderCollection Bald the monieall transfer therom the Escroe benefit of made from thus.

sm is not presdicate, the Esc

nt number in mount in the

account holdeAmount in tpt of instructiof the Bid cumnstructions to d by SCSB witA Account un

ered with thgistration issuBid cum Appin either case,

orpus of ` 250illion, a certident fund/peserve the righ

herefore.

x the aboveApplication Fo

nt(s) with on or demand dved for the fu

ing Prospectus shall maintnks shall not

es therein in e funds repreow Account, athe Bidders

he Refund Ac

scribed by SEcrow Collecti

the Bid cume bank accouer shall be dethe relevant ions from them Application

the SCSB to uthin one day ntil finalisatio

Scotts Ga

he Insurance ued by Insurlication Form, without assi

0 million (subified copy ofension fund ht to accept or

e condition orm, subject t

ne or more Edraft in respecull Bid Amou

us and the Estain the monit exercise anytrust for the

esented by allas per the terwho are ent

ccount as per

BI and has beon Banks and

m Application unt specifiedeemed to hav

bank accoue Registrar ton Form or forunblock the a of receipt of on of the Basi

arments Limi

Regulatory rance Regula

m. Failing thisigning any re

bject to applicf certificate f must be lodr reject any B

of simultanto such terms

Escrow Collecct of his or herunt from Bid

scrow Agreemies in the Escy lien whatso Bidders. Onlocation of Eqrms of the Esctitled to refur the terms o

een established the Registra

Form. The Sd in the Bid ve agreed to b

nt blocked uo unblock ther unsuccessfulpplication mo

f such instrucis of Allotme

ited

and atory s, we ason

cable from dged id in

neous s and

ction r Bid

dders

ment. crow

oever n the quity crow

unds. f the

ed as ar to

SCSB cum

block until

e Bid l Bid oney

ction. nt in

the Issue anfailure of th

Payment in Each Biddemechanism

1. All Bicum A

2. The B

instruSyndiAppli

3. The p

(a) In(b) In (c) In

4. In casRupeeremittAccouto deaPaymBiddeconfir

5. In cas

IndianapplicExternbanksof thebiddinconfir

6. In cas

alongaccomRupee

7. The m

ASBA 8. On th

Accouthe Iss

nd consequen

he Issue or unt

nto Escrow Ac

r shall draw for the Bid A

idders wouldApplication F

Bidders shallument for theicate. If the pication Form,

payment instru

n case of Resid case of Non- case of Eligib

se of Bids by e drafts purcted through unts or Foreigal in foreign e

ment will not er bidding on rming that the

se of Bids byn Rupee Dracation remittnal (NRE) Acs authorised te remittance ng on a non-rrming that the

se of Bids by g with docummpanied by a e Account.

monies deposA Bidders) till

he Designatedunt as per thesue.

nt transfer of til rejection of

ccount for Bid

a cheque orAmount payab

d be required Form.

l, with the se Bid Amoupayment is n the Bid of the

uments for pa

dent Retail: ESResident Reta

ble Employees

NRIs applyinchased abroadnormal bankgn Currency exchange in In be accepted a repatriatione draft has be

y NRIs applyiafts purchaseted through ccounts or Fto deal in foreor out of a

repatriation be draft has be

FIIs, the paymentary evid bank certific

ited in the Es the Designat

d Date, the Ee terms of the

the Bid Amof the ASBA B

dders other th

r demand drable on the Bid

to pay the fu

submission ont in favournot made fave Bidder shal

ayment into t

SCROW ACCail: ESCROWs: ― ESCROW

ng on repatriad or cheques

king channels Non-Residenndia, along w

d out of Nonn basis. Paym

een issued by

ing on non-reed abroad ornormal bankoreign Curreeign exchangNon-Residen

basis. Paymeneen issued by

yment should dence in suppcate confirmin

scrow Accounted Date.

Escrow Colle Escrow Agre

261

ount to the Pid, as the case

han ASBA Bi

aft or remit td as per the fo

ull Bid Amou

of the Bid c of the Escrovouring the l be rejected.

the Escrow Ac

COUNT – SGLW ACCOUNT W ACCOUNT

ation basis, th or bank draf

s or out of funt (FCNR) Acwith documenn-Resident O

ment by drafts debiting to N

epatriation br cheques or king channelency Non-Rese in India, alo

nt Ordinary (nt by drafts sh debiting an N

be made outport of the rng that the dr

nt will be hel

ection Banks eement into th

Public Issue Ae may be.

idders

the funds eleollowing term

unt at the tim

cum Applicaow Account Escrow Acco

ccount should

L - R – SGL – NR

T – SGL – ELIG

he payments fts, for the am

unds held in ccounts, mainntary evidenc

Ordinary (NRs should be acNRE Account

asis, the paym bank draftsls or out of sident (FCNRong with doc(NRO) Accouhould be accoNRE or FCNR

t of funds helremittance. Praft has been

ld for the ben

shall transfehe Public Issu

Scotts Ga

Account, or u

ectronically thms:

me of the subm

tion Form, d and submit ount along w

d be drawn in

GIBLE EMPL

must be madmount payabNon-Residen

ntained with ce in support RO) Account ccompanied b or FCNR Acc

ments must b, for the amfunds held

R) Accounts, umentary evi

unt of a Nonompanied by R or NRO Acc

ld in a SpeciaPayment by issued by de

nefit of the Bi

er the funds ue Account w

arments Limi

until withdraw

hrough the R

mission of the

draw a paym the same to

with the Bid

n favour of:

LOYEES - R

de through Inble on applicant External (Nbanks authorof the remittaof Non-Resi

by bank certifcount.

be made thromount payable

in Non-Resi maintained idence in sup

n-Resident Bi a bank certifcount.

al Rupee Accdrafts should

ebiting the Sp

dders (other

from the Escwith the Banke

ited

wal/

RTGS

e Bid

ment o the

cum

ndian ation NRE) rised ance. ident ficate

ough e on ident with

pport dder

ficate

ount d be

pecial

than

crow ers to

9. On ththe Ethan alloca

10. Paym

operahousechequand ainvest

Submission

All Bid cumcheques or the ASBA Bthe Designa No separateForm or Rethe Bid cuacknowledgForm for the

OTHER IN Joint Bids i

Bids may bpayments wForm or Revhis or her ad

Multiple Bi

A Bidder shcommon PAbe rejected. same. In casand such Bprovided thEmployees considered

Our Compacategories. Iapplications

he Designatedscrow CollecASBA Bidde

ation/Allotme

ments should ative bank), we located at ues/bank draapplications at/money orde

n of Bid cum

m Applicationdrafts shall b

Bidders, the Aated Branches

e receipts shaevision Form. m Applicatio

gement slip. Te records of th

STRUCTION

n the case of

be made in siwill be made ovision Form. ddress as per

ids

hould submit AN as per Dep Two or morese of a Mutua

Bids in respechat the Bids ccan Bid in thas multiple B

any reserves tIn this regards are given be

d Date and noction Bank shers) and alsoent to such Bi

be made bywhich is situa

the centre afts drawn onaccompanied ers/postal or

Application

n Forms or Rbe submitted tASBA Bid cums of the SCSBs

all be issued However, thon Forms orThis acknowlhe Bidder.

NS

Individuals

ingle or jointout in favourAll communi the Demogra

only one Bidpository recoe Bids will beal Fund, a sepct of over onclearly indicahe Employee

Bids.

the right to rd, the procedelow:

o later than te

hall also refuno the excess idders.

y cheque, or ated at, and iwhere the B

n banks not pby such cheq

rders will not

Form

Revision Formto the Syndic

m Applications.

for the monhe collection cr Revision Fedgement slip

t names (not r of the Biddeication will beaphic Details

d (and not moords and all sue deemed to bparate Bid mayne scheme of ate the scheme Reservation

eject, in its abdures to be fo

262

en (10) Worknd all amounamount pai

a demand dis a member Bid cum Ap

participating iques or bank be accepted.

ms duly compcate at the timn Form or the

ney payable ocentre of the

Forms by stap will serve a

more than ter whose name addressed treceived from

ore than one)uch bids will be multiple By be made in the Mutual

me concerned Portion and

bsolute discreollowed by th

king Days fromnts payable td on biddin

draft drawn oof or sub-me

pplication Foin the clearingdrafts are liab

pleted and acme of submiss

ASBA Revisi

on the submi Syndicate wamping and as the duplica

three). In theme appears firto the First Bidm the Deposit

. In this regarbe treated as

Bids if the sole respect of eaFund will nofor which th the Net Offe

etion, all or ahe Registrar t

Scotts Ga

m the Bid/Isso unsuccessf

ng, if any, af

on any bank ember of the orm is submg process wilble to be rejec

ccompanied bsion of the Bidion Form sha

ission of Bid will acknowled

returning toate of the Bid

case of jointrst in the Bid dder and willtory.

rd, all Bids w multiple Bide or first Biddch scheme ofot be treated

he Bid has beeer and such

any multiple to the Issue t

arments Limi

sue Closing Dful Bidders (ofter adjusting

(including abankers‘ clea

mitted. Outstall not be accected. Cash/ s

by account pd. With respell be submitte

cum Applicadge the receipo the Bidder cum Applica

t Bids, all ref cum Applical be dispatche

will be checkeds and are liab

der is one andf the Mutual F as multiple en made. EligBids shall no

Bids in any oto detect mul

ited

Date, other g for

a co-aring ation epted stock

payee ect to ed to

ation pt of r the ation

fund ation ed to

d for ble to d the Fund Bids gible ot be

or all ltiple

1. All Bifile wsub-a

2. In thi

numb 3. The a

(Clienapplic

Our Comdiscretion

Permanent Pursuant toAccount Nusecurities mBidders, showill be conshould not s However, thfor investorof such claimthe time of for the appr Our Right t In case of Qprovided thNon-Instituto reject RTGS/NEFat the Biddeto reject ASDesignated account maCompany w

GROUNDS

Bidders are

• Am

for. tally

• In cpart

ids will be ch

which will serccounts, Bids

is master, a bers are differ

applications wnt ID) numbcations.

pany, in consn, all or any m

Account Num

o the circularumber (PAN

market, irrespeould mention

nsidered incosubmit the GI

he exemptionrs residing in ms of the invascertaining

ropriate descr

to Reject Bids

QIB Bidders, hat the reasonutional Bidder

Bids baseFT/NECS/Direr‘s risk. WithBA Bids if at Branch of thaintained witwould have a

S FOR TECH

advised to no

mount paid do With respecty with the amcase of partntners and no

hecked for corve as a mults bearing the s

check will brent, the same

will be electrbers. If appli

sultation withmultiple Bids i

mber or PAN

r MRD/DoP/N) to be the

ective of the n his/her PANomplete and IR number in

n for the Centrthe State of Sestors by collthe validity o

ription under

s

our Companns for rejectinrs and Retail ed on techrect Credit/ch respect to A the time of bhe SCSB asceth the SCSB. right to reject

HNICAL REJE

ote that Bids a

oes not tally wt to ASBA Bid

mount payablenership firmsfirm as such s

ommon PAN tiple master dsame PAN wi

e carried oute will be delet

ronically matications bear

h the BRLM ain any or all c

N

/Circ-05/2007sole identifiamount of thN allotted unare liable to

nstead of the P

ral or State GSikkim is subjlecting sufficiof these Bids the PAN fiel

ny in consulng the same sIndividual B

hnical grouheque or pay

ASBA Bids, thblocking the Bertains that sSubsequent

t the ASBA Bi

ECTIONS

are liable to b

with the amods, the amoune for the valu, Equity Shashall be entitl

263

and will be adocument. Foill be treated

t for the samted from this

tched for De the same n

and Co-BRLMcategories.

7 dated Apriication numbhe transactionnder the IT Ao be rejected.PAN, as the B

Government anect to the Depent documen, the Registrad i.e. either S

tation with tshall be providders, our C

unds. Consey order or drahe DesignatedBid Amount isufficient funto the accepids only on te

be rejected int

ount payable nts mentionede of the Equit

ares may be rled to apply;

accumulated or Bidders otas multiple B

me PAN nummaster.

epository Parnumbers, the

M reserves the

il 27, 2007, SEber for all pn with effect

Act. Applicati. It is to be s

Bid is liable to

nd the officiapository Parti

ntary evidencear will check ikkim categor

the BRLM anvided to such Company, BRequent refuaft and will b

d Branches of in the Bidder‘

nds are not aptance of the echnical groun

ter alia on the

for the highed in the Bid cuty Shares Bid registered in

Scotts Ga

and taken tother than Mu

Bids and will b

mbers. In cas

rticipant’s Ideese will be t

e right to reje

EBI has manarticipants trfrom July 2,

ions without specifically no be rejected o

als appointed icipants‘ verife in support o under the Dry or exempt

nd CO-BRLM Bidders in w

RLM and Co-Bunds shall be sent to the the SCSBs sh‘s bank accou

available in th ASBA Bid bnds.

following tec

est value of Eum Applicati for;

n the names o

arments Limi

o a separate putual Funds abe rejected.

es where the

entity (DP IDtreated as m

ect, in their ab

ndated Permaransacting in2007. Each o this informaoted that Bid

on this ground

by the courtsfying the veraof their claimepository rec category.

M may reject writing. In casBRLM has a r

be made Bidder‘s add

hall have the runt, the respeche Bidder‘s bby the SCSB,

chnical groun

Equity Shareson Form does

of the indivi

ited

process and FII

e PAN

D) and multiple

bsolute

anent n the f the

ation dders d.

s and acity

ms. At cords

Bids se of right

by dress right ctive bank , our

nds:

s Bid s not

idual

• Bid by M

• PANCenthe and

• GIR• Bid• Bid• Bid• Bid

revi• Bid• Sign• Sub• App

SCS• Bid• Bid• Bid• Bid• Mu• In c

doc• Bid• Sign• Bid

Mem• Bid • Bid

Bid ProForm

• In cnamPart

• Witspecban

• Bid• Bid

Escr• Bid

not • Bid• Bid

144A• Bid

by persons nMinors havinN not mentiontral or State G State of Sikki

d Client ID noR number furns for lower nus at a price les at a price ms submitted bision of Bids; s by persons, nature of Firsbmission of mplication by bSB/s (SEBI Cis at Cut-off Ps by QIBs ands for more thas for number ltiple Bids as case of Bids ucuments are ns accompanienature of sole cum Applicmbers or the cum Applica cum Applica cum Applispectus and ams;

case no corresmely, names ticipant‘s identh respect to cified in the A

nk account; s for amountss where clearow Collectios by QIBs not intimated to s by OCBs; s by personsA of the Secus by any pers

not competentng valid demaoned in the Government im provided

ot mentioned nished insteadumber of Equss than the Fl

more than the Cby Retail Ind other than El

st/sole Biddermore than five

banks not thrircular No. C

Price by Non-Id Non-Instituan ` 2,00,000 of Equity Sha defined in thunder power

not submitteded by Stock ine and/or jointcation FormsSCSB;

ation Forms dation Forms acation Formas per the inst

sponding recoof the Biddentity (DP ID) ASBA Bids,ASBA Bid cu

s greater thanar funds are on Banks; t submitted th the BRLM an

in the Uniteurities Act or oson outside In

t to contract u

at account as pBid cum App and the officisuch claims hin the Bidcumd of PAN;

uity Shares thaloor Price; Cap Price;

dividual Bidde

ligible Emplor missing; Bid cum App

rough separatCIR/CFD/DILInstitutional a

utional Bidderapplying throares which ar

he Red Herrinr of attorney ;

nvest/money t Bidders misss does not h

does not have are not delives, Bid/Issue tructions in th

ord is availabers (including and the bene, inadequate

um Applicatio

n the maximunot available

hrough the BRnd the Co-BRL

ed States exclother than in ndia if not in c

264

under Indian per demograpplication Forials appointedhave been verm Application

an specified f

ers, wherein

oyees, in the E

plication Formte account in L/1/2013) and QIB Biddrs not submittough Non ASre not in multng Prospectus

or by limited

order/postalsing;

have the stam

Bidder‘s depered by the Bi Opening Dhe Red Herrin

ble with the Dg the order oeficiary‘s acco

funds in theon Form at th

um permissible in Escrow

RLM and the LM;

luding qualifireliance of Recompliance w

contract Act,phic details prm except ford by the courrified by the Dn Form;

for that catego

the Bid Amo

Employee Res

ms per ASBA own name w

ders; ted through A

SBA process tiples of 100; s; d companies,

l order/cash;

mp of the BR

pository accouidders within

Date advertiseng Prospectu

Depositories tof names of jount number; e bank accou

he time of blo

le amounts prAccounts as

Co-BRLM or

ied institutioegulation S un

with applicabl

Scotts Ga

, 1872 as ameprovided by Dr Bids by or rts and by invDepository Pa

ory of investo

ount exceeds

servation Port

Account; with any othe

ASBA;

corporate, tr

RLM, Co-BRL

unt details; n the time preement and ts and the Bid

that matches joint holders unt to block cking such B

rescribed by t per final cer

r in case of AS

nal buyers asnder the Secule foreign and

arments Limi

nded, except Depositaries. on behalf of

vestors residinarticipants, D

ors;

Rs. 200,000 u

tion;

er SEBI regist

rust etc., rele

LM or Synd

scribed as pethe Red Her

d cum Applica

three parame), the Depos

the Bid Amid Amount in

the regulationrtificate from

SBA Bids for Q

s defined in urities Act; d Indian Laws

ited

bids

f the ng in

DP ID

upon

tered

evant

icate

r the rring ation

eters itary

mount n the

ns; m the

QIBs

Rule

s;

• Bidbuyauth

• In cnamSyn

IN CASE TAND ENTETHE SYNDAVAILABLREJECTED For Bid cumon the Regireconciliatidetails in CIR/CFD/Dthe electronelectronic BRegistrar arecords or tr For ASBA B22, 2010, thSCSBs, andPAN. In casavailable inrecords for ASBA Bids For ASBA Bthe Basis ofDepository with the eleThe Registrrecords. In Company, ithe right to

Equity Shar

As per the shall be onlrepresented In this contthe Registra

a) Agreemb) Agreem

The ISIN nu

s not uploade

ying, selling ohority.

case of Bid cume has been indicate ASBA

HE DP ID, CERED INTO DICATE/THELE IN THE R

D.

m Applicationistrar’s validaon of the finaterms of S

DIL/1/2011 danic Bid detaBid data andnd the Desireat such Bid

Bids submitthe Registrar d match suchses where ann the Deposit such ASBA based on com

Bids submittf Allotment w records, andectronic bid rar will unde case of any in consultatio proceed as p

res in Demate

provisions ofy in a demate

d by the statem

text, two agrear to the Issue

ment dated 29/ment dated 06/

umber allotted

ed on the termor dealing in

m Applicatioincluded in t

CLIENT ID A THE ELECTE SCSBs DOECORDS WI

n Forms submation of the eal certificatesEBI circular

ated April 29,ails and the d the Deposignated Stock

d as rejected.

ed to the SCSwill reconcil

h data with tny DP ID, Clitory database Bids or treammon PAN.

ted to the mewill be basedd the compledetails in ter

ertake techni discrepancy on with the D

per the Depos

erialized Form

f Section 60B erialized formment issued th

eements havee:

/11/2010 wit/12/2010 wit

d to the Comp

minals of the

n the shares

on Forms submhe Bid cum A

AND PAN METRONIC BIDO NOT MAITH THE DE

mitted by noelectronic Bids received fror CIR/CFD/D, 2011. The R Depository

itory records,k Exchange,

SBs, in termsle the compithe Depositoient ID and Pe, our Compaat such ASBA

embers of thed on the Regiete reconciliarms of the SEical rejections between theDesignated Ssitory records

m with NSDL

of the Compm (i.e., not in hrough the el

e been signed

th NSDL, the th CDSL, the

pany is INE68

265

e Stock Exchadirectly or in

mitted to the Application F

ENTIONED IDDING SYSTATCH WITHEPOSITARIE

n-ASBA Bidd details withom the EscrowDIL/3/2010 dRegistrar wil database. In, our Compareserves the

s of the SEBIiled data recory database PAN mentionany reserves A Bids as rej

e Syndicate aistrar’s validaation of the fEBI circular Cs based on the electronic B

Stock Exchangs or treat such

L or CDSL

panies Act, th the form of plectronic mod

d among the

Company anCompany an

88L01011

anges; and Bidndirectly by

members of tForm does no

IN THE BID TEM OF TH

H THE DP IS, THE APPL

ders, the Bash the Depositw Collection

dated April l undertake n case of an

any in consue right to pr

I circular CIRceived from for correctnned in the Bithe right to pjected. The R

at the Syndication of the efinal certificaCIR/CFD/DILhe electronicBid data andge, the BRLMh ASBA Bid a

he Allotment physical certifde).

Company, th

nd the Registrd the Registra

Scotts Ga

ds by personsSEBI or any

the Syndicateot have a bra

CUM APPLIHE STOCK EX

ID, CLIENTLICATION I

sis of Allotmetory records, a Banks with t22, 2010 antechnical rejny discrepan

ultation with oceed as per

R/CFD/DIL/3/the Stock Exess of DP ID

id file does nproceed as peRegistrar wil

ate ASBA Bielectronic Bidates received L/1/2011 date Bid data an

d the DeposiMs and the Ras rejected.

of Equity Shficates but th

he respective

rar to the Issuar to the Issue

arments Limi

s prohibited f other regula

e, if the SCSB anch at the re

ICATION FOXCHANGES

T ID AND PS LIABLE TO

ent will be band the compthe electronic

nd SEBI circections based

ncy between the BRLMs,r the Deposi

/2010 dated Axchanges andD, Client ID not match theer the Deposill reject mult

idding Locatid details with from the SCed April 29, 2d the Depository records,

Registrar, rese

hares in this Ie fungible an

Depositories

e; e.

ited

from atory

whose elevant

ORM S OR PAN O BE

ased plete c Bid cular d on

n the , the itory

April d all and

e one itory tiple

ions, h the CSBs 2011. itory , our erves

Issue nd be

and

All biddersdetails of hi

a) A bidde

Depositb) The Bid

DepositRevision

c) Allotme(with th

d) Names the accosame se

e) If incomthe Bid-

f) The BidApplica

g) Equity connectbe listed

h) The trainvestor

Communica All future Registrar quDepository the membercheque or dwhich the a Bidders canrelated probbeneficiarythe SCSBs, PAYMENT

Within 10 Wfor all amoupaid on Bid Bidders othParticipant‘Form, the Rnine digit MBidders are Depository

s can seek Alis or her depo

er applying ftory Participadder must ntory Participn Form. ent to a succehe Depository

in the Bid-cuount details inequence as themplete or inco-cum-Applica

dder is responation Form vis

Shares in eltivity with NSd have electroading of the rs in the dem

ations

communicatiuoting the fu Account Detr of the Synd

draft number mount equiva

n contact theblems such a

y accounts, ref the Bidders c

T OF REFUND

Working Daysunts payable ding, after ad

her than ASBs name, DP

Registrar willMagnetic Ink advised to im Participant. P

llotment only

ository accoun

for Equity Shant of either Nnecessarily filant’s identifi

essful Bidder y Participant) um-Application the Deposiey appear in torrect details ation Form ornsible for the s-à-vis those wlectronic formSDL or CDSLonic connectivEquity Shareat segment of

ions in connull name of th

ails, number dicate or the and issuing balent to the B

e Compliancas non-receipfund orders ecan contact th

D

s of the Bid C to unsuccess

djusting for al

A Bidders mID, beneficia

l obtain, fromk Character Rmmediately uPlease note th

y in dematernt are liable to

hares must hNSDL or CDSLll in the detication numb

will be credit of the Bidderon Form or Rtory. In case the account dare given und

r Revision For correctness owith his or hem can be trL. All the Stocvity with NSDes of the Cof the respectiv

nection with he sole or Fir of Equity ShDesignated Bbank thereof id Amount w

e Officer or pt of letters ofetc. In case ohe Designate

Closing Date, tsful Bidders (llocation/ All

must note thatary account nm the DepositRecognition (update their bhat failure to

266

rialized modeo be rejected.

have at least oL prior to matails (includinber) appearin

ted in electror. Revision Form

of joint holdedetails in the Dder the headirm, it is liableof his or her Der Depositoryaded only ock Exchanges

DL and CDSLmpany woulve Stock Exch

Bids made irst Bidder, Biares applied Branch of the or with resp

was blocked.

the Registraf Allotment,

of ASBA Bidsd Branches o

the Registrar (other than Alotment to Bid

t on the basinumber provitories, the Bi(“MICR”) codbank accountdo so could r

e. Bids from

one beneficiaaking the Bid. ng the Benefng in the B

nic form dire

m should be iers, the nameDepository. ing ‘Bidders De to be rejectedDemographicy Participant. on the stock s where our E

L. ld be in dem

hanges.

in this Issue id cum Applifor, date of B

e SCSBs wherect to ASBA

ar in case of credit of Alls submitted tof the SCSBs.

to the Issue wASBA Biddersdders

s of the namided by themdders‘ bank de as appeart details as apresult in delay

Scotts Ga

any Bidder

ary account w ficiary Accou

Bid-cum-Appl

ectly to the be

identical to thes should nec

Depository Ad. c details given exchanges hEquity Shares

materialized f

should be aication Form

Bid form, namre the Bid waBids, bank ac

f any pre-Isslotted shares to the Design.

will dispatch s) and also an

mes of the Bidm in the Bid

account detaring on a cheppearing on tys in despatc

arments Limi

without rele

with either of

unt Number lication Form

eneficiary acc

hose appearincessarily be in

Account Detail

n in the Bid-c

having electrs are propose

form only fo

addressed to number, Bid

me and addreas submitted ccount numb

sue or post-I in the respec

nated Branche

the refund orny excess am

dders, Deposicum Applica

ails, includingeque leaf. Hethe records oh of refund o

ited

evant

f the

and m or

ount

ng in n the

ls’ in

cum-

ronic ed to

or all

o the dders ess of and er in

Issue ctive es of

rders mount

itory ation g the ence, f the

order

or refunds tsole risk anBRLM and any such de Mode of mak The paymemodes in th

1. NECS

the ceavailachequhavinapplic

2. Direc

fundsby the

3. RTGS

amouwho iin theNECSCharg

4. NEFT

assignIFSC wrefunMICRsame will bNEFTefficiethrou

5. Refun

with trefunEscrofor ca

Mode of mak In case of AASBA Accowithdrawn,Bid/Issue C

through elect

nd neither ouCo-BRLM sh

elay or liable t

king refunds for

nt of refund,he following o

S – Payment entres where ability of comue leaf from tng a bank accant is otherw

ct Credit - Aps through diree Company.

S - Applicantsunt exceeds ` indicate theire Bid-cum-ApS. Charges, ifges, if any, lev

T - Payment oned the IFSCwill be obtaind, duly mapp

R number and will be duly

be made to thT is at an evolency. In the evgh any one of

nd Orders - Fthe MICR cod orders. Sucw Collection

ashing such ch

king refunds for

ASBA Bidders,ount to the ex, rejected or u

Closing Date.

tronic transferur Company, hall be liable tto pay any int

r Bidders other

, if any, for Border of prefe

of refund wo such facility

mplete bank athe Depositorccount at anywise disclosed

pplicants havect credit. Cha

s having a baTwo Lacs, ha

r preference topplication formf any, levied vied by the ap

of refund shal, which can b

ned from the wped with MICd their bank mapped wit

he applicants tlving stage hvent that NEFf the other mo

For all other ade, the refunch refunds w Banks and pheques, pay o

r ASBA Bidde

, the Registraxtent of the B

unsuccessful o

r of funds, as the Registrato compensateterest for such

r than ASBA B

Bidders otherence:

ould be done y is available.account detairy. The paymy of the sixtyd as eligible to

ing bank accoarges, if any,

ank account atave the optiono receive refum. In the evenby the refun

pplicants’ ban

ll be undertakbe linked to website of RBCR numbers.account numth the IFSC othrough this

hence use of NFT is not operodes as discu

applicants, incnd orders wilwill be made payable at paorders or dem

rs

ar shall instrucBid Amount or partially su

267

s applicable, ar, Escrow Coe the Biddersh delay.

Bidders

r than ASBA

through NEC . This models including

ment of refundy eight (68) o receive refu

ounts with th levied by the

t any of the abn to receive reund through nt the same is

nd banks for nk receiving t

ken through Na MICR, if a

BI as on a date Wherever th

mber while opof that particumethod. The

NEFT is subjerationally fea

ussed in the se

cluding thosell be dispatchby cheques, r at places w

mand drafts at

ct the relevanspecified in

uccessful ASB

and any suchollection Banks for any losse

A Bidders wo

CS for applicae of payment the nine-digid through NEcentres notifnds through

he Refund Bae Refund Bank

bove-mentionefund throughRTGS are reqs not providethe same wohe credit wou

NEFT wherevany, availablee immediatelyhe applicants pening and opular bank bra process flowect to operatiosible, the pay

ections.

who have nohed through S

pay orders owhere Bids are

other centres

nt SCSB to unthe ASBA Bi

BA Bids withi

Scotts Ga

h delay shall bk(s), Bankers es caused to t

ould be done

ants having a of refunds wit MICR codeECS is mandafied by SEBI,direct credit o

anker, shall bker for the sa

ned 68 centersh RTGS. Such

quired to provd, refund sha

ould be borneuld be borne b

ver the applice to that partiy prior to the have registeperating the

anch and the w in respect of

onal feasibilityment of refun

ot updated thSpeed Post/ or demand de received. Bas will be paya

block the funid cum Appliin ten (10) wo

arments Limi

be at the Bidd to the Issuethe Bidder du

through var

an account at would be sube as appearinatory for app, except wheor RTGS.

e eligible to rame would be

s and whose rh eligible appvide the IFSC

all be made the by the Comby the applica

ants’ bank haicular bank b

e date of paymered their nin

demat accou payment of rf refunds by wty, cost and pnds would be

heir bank partRegistered P

drafts drawn ank charges, able by the Bid

nds in the releication Form

orking days o

ited

ders‘ , the ue to

rious

any of bject to ng on a plicants ere the

receive e borne

refund plicants C Code hrough mpany. ant.

as been branch. ment of ne digit unt, the refund way of process e made

ticulars Post for

on the if any, dders.

evant s for

of the

DISPOSALDELAY With respecrefund ordeto the beneAllotment to In case of Bwill be givecommunicaDays of the and expecte Our Compalisting and clisted, are ta In accordanour Compan

• Allotm

Equitythe Bi

• With refunclearinto thewithin

• Our Cmentithe regivenwithinClosinrepaideveryintere

Interest inRegistrar Allotmentaccounts Closing Dallotment refund orthe discloafter the B

L OF APPLIC

ct to Bidders ers (except foreficiary accouo the Stock Ex

idders who ren to the cleaation shall be Bid Closing

ed date of elec

any shall use commencemeaken within tw

nce with the Cny further un

ment of Equity Shares to thid Closing Da

respect to Bid or portionng system wi

e ASBA Biddn ten days fro

Company shioned above, efund or por

n to the clearinn eight daysng Date or thed within eigh

y officer in deest as prescrib

n case of dela to the Issue

t of Equity Shof the Depo

Date. Our Co letters or re

r portion therosed manner wBid Closing D

CATIONS A

other than ASr Bidders whunt with Dexchanges afte

receive refundaring system sent to the BDate, giving ctronic credit

best efforts tent of tradingwelve (12) Wo

Companies Acndertakes that

ty Shares shalhe beneficiaryate;

idders other tn thereof is mithin ten (10) ers’ instructio

om the Bid Cl

hall pay interif Allotment tion thereof ng system in from the dae date of refuht days fromefault shall, obed under app

ay in dispatch

hares in the Issitory Particiompany furthfund orders

reof is made iwithin eight dDate or the da

AND APPLIC

SBA Bidders,o receive refu

epository Parer the Allotme

ds through Nwithin Nine

Bidders receivdetails of the of refund.

to ensure thag at all the Stoorking Days o

ct, the requiret:

ll be made ony accounts of

than ASBA Bmade in electWorking Dayons for unblolosing Date; a

rest at 15% is not made ais made in e the discloseday the Comp

usal by the Sto the day the on and from plicable law.

h of Allotmen

ssue, includinipants, shall her agrees thhave not beein electronic mdays from theate of refusal

268

CATION M

, our Companunds throughrticipants andent of Equity

NECS, NEFT, d (9) Working ving refunds e bank where

at all steps foock Exchangeof the Bid Clo

ements of the

nly in demate the Deposito

Bidders, dispatronic manneys of the Bid Cocking of the and

p.a. for any and refund orelectronic mad manner andpany becomeock Exchange Company be expiry of eig

nt Letters or R

ng the credit obe made not

hat it shall pen dispatchedmanner, the re day the Coml by the Stock

ONEYS AN

ny shall ensuh electronic trad submit the Shares.

direct credit o Days from t through this refunds shal

or completions where the E

osing Date.

e Stock Excha

erialised formory Participan

atch of refuner, the refunClosing Date ASBA Bidde

delay beyonrders are not nner, the refd/or demat cs liable to re(s), whicheveecomes liableght days, be

Refund Orde

of Allotted Eqt later than t

pay interest ad to the Biddrefund instru

mpany becomk Exchange(s)

Scotts Ga

D INTERES

re dispatch oansfer of funde documents

or RTGS, the the Bid Closins mode withill be credited

n of the necesEquity Shares

anges and the

m, including thnts, within nin

nd orders or ind instruction

would be ener’s bank acco

nd the 15 dadispatched o

fund instructicredits are noepay (i.e. 15 er is earlier). Ie to repay it,liable to repa

ers/instructio

quity Shares ten Working at the rate oders or if, in uctions have nmes liable to re), whichever

arments Limi

ST IN CASE

of Allotment ads) and give bs pertaining

refund instrung Date. A suin ten (10) W along with a

ssary formalits are proposed

e ICDR Regul

he credit of Ane Working D

in a case whens are given nsured. With r

ount shall be

ays time peror if, in a case ions have no

ot made to invDays after th

If such money the Companay the money

on to SCSB by

to the benefic Days of the

of 15% p.a. ifa case wherenot been giveepay (i.e. 15 Dis earlier). If

ited

E OF

advice, benefit to the

uctions uitable

Working amount

ties for d to be

lations,

Allotted Days of

ere the to the

respect e made

riod as where

ot been vestors he Bid y is not ny and y with

y the

ciary e Bid f the e the en in Days such

money isCompanymoney wi Refunds wCompanyfor encash

IMPERSON Attention othe Compan “Any person(a) makes i

therein,extend t

(b) otherwiperson ifive yea

BASIS OF A A. For Retai

BidstogeReta

The Allogrea

If ththe valid

In ththe mLot allocAllofollo

- IneqAPha(i

In thmorbe aof ba

not repaid

y and every oith interest as

will be madey as a Refundhing such che

NATION

of the applicanies Act, whi

n who: in a fictitious or person into five years.”ise induces a in a fictitiou

ars.”

ALLOTMEN

il Individual

s received froether to deterail Individual

Issue size leotment to Retater than the I

he aggregate dIssue Price, fud Bids.

he event, the maximum nu

will be ccation/Allotmottees”). Theowing mannen the event thqual to or les

Allotted the mortion shall bave received .e. who have he event the nre than Maximallocated/ Allasis of Allotm

within eight

officer in defas prescribed u

e by cheques,d Bank and paeques, pay ord

ants is specifiich is reprodu

s name, an apn a fictitious n” company to s name, shal

NT

l Bidders

om the Retairmine the totl Bidders will

ess Allotmentail IndividuaIssue Price.

demand in thull Allotment

Bids receivedumber of Retacomputed byment to Retae allocation/Aer: he number of ss than Maxi

minimum Bid be allocated/ allocation/A Bid for more number of Remum RII Allolotted minimu

ment, refer illu

days from tault shall, on

under Section

, pay-orders ayable at par ders or deman

ically drawnuced below:

pplication to name, shall b

allot, or regil be punishab

il Individual tal demand u be made at th

nt to Non-Inal Bidders w

is category ist shall be mad

d from Retailail Individualy dividing ail IndividuaAllotment to

Retail Individimum RII Al Lot; and (ii) Allotted on a

Allotment as p than the min

etail Individuaottees, the Reum Bid Lot shustration belo

269

the day the n and from e 73 of the Com

or demand d at places whnd drafts at o

to the provi

a company fbe punishable

ister any tranble with impr

Bidders at ounder this cathe Issue Price

nstitutional awho have bid

less than or ede to the Reta

l Individual Bl Bidders who

the total nal Bidders bo Retail Indi

dual Bidders wllottees, (i) Re the balance Ea proportionaper (i) above

nimum Bid Loal Bidders wh

etail Individuhall be determow.

Company bexpiry of eigh

mpanies Act.

drafts drawnhere Bids are rother centres w

sions of sub-

for acquiring e with impris

nsfer of sharesrisonment for

or above the tegory. The Ae.

and QIB Bid in the Issue

equal to 35,19ail Individua

Bidders exceeo can be allocnumber of y the minimividual Bidde

who have subetail IndividuEquity Sharesate basis to th for less thanot). ho have submal Bidders (in

mined on draw

Scotts Ga

ecomes liableht days, be li

n on a bank areceived. Banwill be payab

-section (1) o

or subscribinsonment for a

s, therein to hr a term whic

Issue Price Allotment to

dders shall at a price th

9,934 Equity Sl Bidders to t

eds 35,19,934 cated/Allotted

Equity Shamum Bid Loers will then

bmitted validual Bidders ss, if any, rem

he Retail Indivn the Equity S

mitted valid Bn that categorw of lots basi

arments Limi

e to repay it,able to repay

appointed bynk charges, if le by the Bidd

of Section 68

ng for, any sha term which

him, or any och may exten

shall be grouall the succe

be availablehat is equal t

Shares at or abthe extent of

Equity Shared the minimuares availabot (“Maximumn be made

d Bids in the Oshall be alloc

maining in thevidual BidderShares Bid by

Bids in the Offry) who will s. For the me

ited

, the y the

y our any, ders.

A of

hares may

other nd to

uped ssful

e for to or

bove their

s, then um Bid le for m RII in the

Offer is cated / e Retail rs who y them

fer is then thod

Illustratio (1) Total n(2) Specifi(3) The oversubsc(4) Issuer range of Rmultiples (5) Assumnumber o(6) Out oapplied ashas appliespecified As per allbid lot, suproportio Sr. No.

NoIn

1 A

2 B

3 C

4 D

5 E B. (1) Total n(2) Specifi(3) The iss9.37 times(4) Issuer range of Rmultiples (5) Assumof bid lotsthe table s

on Explaining

no. of specifieied securities issue is ov

cribed 4 times decides to fiRs. 10,000 - 1 thereof.

me that a totof bid lots i.e. bf the one laks follows: A hed for 120 spsecurities. lotment proceubject to avainate basis.

Name f nvestor

TotSpeapp

A 320

B 220

C 120

D 60

E 20

no. of specifieied securities sue is over sus. decides to fiRs. 10,000 - 1 thereof.

me that a totals i.e. betweenshown below

g Procedure o

ed securities o on offer for rer-subscribeds. ix the minim15,000). Appl

tal of one lakbetween 1 – 1

kh investors, has applied fecified securi

edure, the alloilability of sh

tal Number oecified secuplied for 0

0

0

ed securities o on offer for r

ubscribed 7 tim

ix the minimu15,000). Appl

l of two lakh rn 1 – 16 bid lo.

of Allotment

on offer@ Rs. 6retail individud 2.5 times

um applicatilication can b

kh retail ind16 bid lots, bathere are fiv

for 320 specifiities. D has ap

otment to retahares, and the

of urities

Tota

20 sspec(1,0020 spspec{140,20 spspec{(14020 spspec{(14020 sp

on offer @ Rs. retail individumes whereas

um applicatiolication can b

retail individots, based on

270

for Retail Bi

600 per shareual investors’

whereas th

ion / bid sizebe made for a

dividual inveased on the me retail indivied securitiespplied for 60

ail individuale remaining a

al number of

specified secified securitie

0,000 * 20)}] * 3pecified securified securitie,00,000 - (1,00pecified securified securitie

0,00,000 - (1,00pecified securified securitie

0,00,000 - (1,00pecified secur

600 per shareual investors’ the retail ind

on / bid sizebe made for a

ual investors the maximum

idder

e: 1 crore spec category: 35

he retail ind

e as 20 specifa minimum o

estors have amaximum applvidual investos. B has applie specified sec

l investors shaavailable shar

specified sec

urities (i.e. es [{35,00,000 300 (i.e. 320-2rities (i.e. the mes [{35,00,000 0,000 * 20)}] * 2rities (i.e. the mes [{35,00,000 0,000 * 20)}] * rities (i.e. the mes [{(35,00,0000,000 * 20)}] * rities (i.e. the m

e: 1 crore spec category: 35

dividual inves

e as 20 specifa minimum o

have appliedm application

Scotts Ga

cified securitie lakh specified

dividual inve

fied securitiesof 20 specifie

applied in thlication size oors A, B, C, Ded for 220 spcurities and E

all not be lessres, if any, sh

curities eligib

the minimu - (1,00,000 * 2

20) minimum bid - (1,00,000 * 2200 (i.e. 220-2minimum bid - (1,00,000 * 2 100 (i.e. 120-2minimum bid0 - 1,00,000 * 2 40 (i.e. 60-20)minimum bid

cified securiti lakh specifiedstors’ category

ied securitiesof 20 specifie

d in the issue,n size of upto

arments Limi

es. d securities. estors’ categ

s (falling withed securities

he issue, in vof upto Rs. 2,0D and E whoecified securi

E has applied

s than the minhall be allotte

ble to be allot

um bid lot) 20)} / {140,00

d lot) + 25 20) / 20) d lot) + 13 20)} / 20) d lot) + 5 20)} / ) d lot)

ies. d securities. y is over subs

s (falling withed securities

, in varying no Rs.2,00,000,

ited

gory is

hin the and in

varying 00,000. o have ities. C

d for 20

nimum ed on a

tted

+ 38 0,000 -

scribed

hin the and in

number as per

(6) As peminimum(7) Since tbid lot is 1,75,000. Iretail app The detail

No. of Lots

A 1 2 3 4 5 6 7 8 9

10 11 12 13 14 15 16

T

B. For N Bids

to dInsti

The NonIssu

If ththe dem

In case thPrice, Allomethod o

er allotment p

m bid lot, subjethe total num 20 shares, thIn other wordlicants will no

ls of allotmen

No. of Shares at each lot

B 20 40 60 80 100 120 140 160 180 200 220 240 260 280 300 320

Total

Non-Institutio

s received frodetermine thitutional Bidd

Issue size lesn-Institutionaue Price.

he aggregate dIssue Price, f

mand.

e aggregate dotment shall f proportiona

procedure, thect to availab

mber of sharehe maximumds, 1,75,000 reot get allotme

nt shall be as f

No. of RInvesto

applyineach l

C 10,0010,0010,0010,0020,0020,0015,0020,0010,0015,0010,0010,0010,005,00015,0010,00

2,00,00

onal Bidders

om Non-Instithe total demders will be m

ss Allotment l Bidders wh

demand in thfull Allotmen

demand in thibe made on

ate basis of all

he allotment ility of shares

es on offer to m no. of inveetail applicanent.

follows:

Retail ors

ng at lot

ToShafor

D00 00 00 00 00 00 00 00 00 00 00 00 00 0 00 00 00 3

tutional Biddemand under made at the Iss

to QIBs anho have bid in

is category isnt shall be m

is category isa proportionlotment, refer

271

to retail inds. retail individ

estors who cants will get th

otal No. of ares applied r at each lot

D = (B*C) 2,00,000 4,00,000 6,00,000 8,00,000

20,00,000 24,00,000 21,00,000 32,00,000 18,00,000 30,00,000 22,00,000 24,00,000 26,00,000 14,00,000 45,00,000 32,00,000 328,00,000

ers at or abovthis categorysue Price.

nd Retail Pon the Issue at

less than or emade to Non-

greater than ate basis up tr below.

dividual inves

dual investoran be allotted

he minimum b

No. of minimu

8,750 =

ve the Issue Py. The Allot

ortion shall bt a price that

equal to 40,22Institutional

40,22,782 Eqto a minimum

Scotts Ga

stors shall no

rs is 35,00,000d this minimbid lot and th

investors whum bid-lot (to

lottery

E = (1,75,000/2,

8,7508,7508,75017,50017,50013,12517,5008,75013,1258,7508,7508,7504,37513,1258,750

1,75,00

Price shall be tment to all

be available is equal to or

2,782 Equity SBidders to th

uity Shares am of 100 Equ

arments Limi

ot be less th

0 and the minmum bid lot whe remaining

ho shall receio be selected y)

,00,000)*10,000 0 0 0 0 5 0

0 5

0 0 0 5 5

0 00

grouped togesuccessful N

for Allotmenr greater than

Shares at or abhe extent of

t or above theuity Shares. F

ited

han the

nimum will be 25,000

ive on

00

ether Non-

nt to n the

bove their

e Issue For the

C. For Q

Bidsdeteat th

The pric

Allo

(a) Ind

(b) In

The

Employee Only EligBids receitotal demIssue PricIf the aggIssue Pricthe value If the aggPrice, the Only Empmethod o

QIBs

s received froermine the tothe Issue Price

QIB Portione that is equa

otment shall b

n the first inetermined as

(i) In the Mutual

(ii) In the QIB Poreceived

(iii) Equity be avail

n the second i

(i) In the esubmittbasis fo

(ii) MutualEquity basis al

(iii) Under-sinclude

aggregate Al

e Reservation

ible Employeived from the

mand under the.

gregate demance, full allocat of allotment tgregate dema allocation shployees (as df proportiona

om the QIB tal demand u.

n shall be avaal to or greate

be undertaken

nstance alloca follows:

event that l Funds shall b event that th

ortion, then ald above the Is Shares remalable to all QI

instance, Allo

event that thted Bids abov

or upto 95% ol Funds, who Shares Bid fo

long with othsubscription bed for allocatio

llotment to Q

n Portion

ees are eligiblee Employees ahis category.

nd in this cattion shall be mto any emplo

and in this cahall be made odefined aboveate allocation,

Bidders at ounder this por

ailable for Allr than the Issu

n in the follow

ation to Mutu

Mutual Fundbe done on a he aggregatell Mutual Fussue Price. aining unsubIB Bidders as

otment to all Q

he oversubscrve the Issue Pf the QIB Por have receiveor by them, aer QIB Bidderbelow 5% of on to the rem

QIB Bidders sh

e to apply unat or above th The allocatio

tegory is less made to the E

oyee in pursuaategory is greon a proporti

e) are eligible , refer below.

272

or above the rtion. The All

lotment to Que Price.

wing manner:

ual Funds fo

d Bids exceed proportionat

e demand frounds shall get

bscribed, if a set out in (b)

QIBs shall be

ription in thePrice shall be rtion. ed allocation aare eligible tors. the QIB Port

maining QIB B

hall be 25,14,2

nder the Emplhe Issue Price on to all the

than or equaEmployees toance of this reeater than 4,5ionate basis u to apply und

Issue Price lotment to all

QIB Bidders w

:

or up to 5%

ds 5% of thte basis for upom Mutual Ft full Allotme

any, not alloc below;

determined a

e QIB Portio Allotted Equ

as per (a) aboo receive Equ

tion, if any, fBidders on a p

238 Equity Sha

loyee Reserva shall be grousuccessful Em

al to 4,50,000 o the extent oeservation, sh50,000 Equityup to a minimder Employe

Scotts Ga

shall be groul the QIB Bidd

who have bid

of the QIB

he QIB Portip to 5% of the Funds is lessent to the ext

cated to Mu

as follows:

n, all QIB Biuity Shares on

ve, for less thuity Shares on

from Mutual proportionate

ares.

ation Portion uped togethermployees wil

Equity Shareof their demanhall not exceedy Shares at ormum of 4,50,0

e Reservation

arments Limi

uped togetheders will be m

d in the Issue

Portion shal

ion, allocatio QIB Portion.s than 5% oftent of valid

utual Funds

idders who hn a proportio

han the numbn a proportio

Funds, woul basis.

r to determinell be made at

es at or abovend. Providedd ` 2,00,000/-r above the I

000 Equity Shn Portion. For

ited

er to made

at a

ll be

on to f the bids

shall

have onate

ber of onate

ld be

e the t the

e the that -. Issue

hares. r the

Procedure The Issue the SyndFollowingthe Co-BRbasis of aby the BSBidders wwill be thdepositorytrading w Method o In the eveconsultatinominateRegistrar proper mRegulatio The Allotproportio (a) Bidde

applie

(b) The topropoof Bidinvers

(c) Numbpropocatego

(d) In allAllotm

(e) If the one (wdecimlowerround

(f) If theEquityfor A

e and Time o

will be condicate or SCS

g the expiratioRLM, will detllocation andE. The SEBI (

within ten (10hen be creditey participant

will commence

of Proportion

ent the Issue ion with the d by them) to the Issue

manner in acons 2009.

ment to the Qnate basis as

ers in that resed for.

otal number oortionate basidders in the cse of the over

ber of Equitortionate basiory multiplie

l Bids wherement shall be

The successfulots in a manthe number oEach success

proportionatwhich is the m

mal is 0.5 or hr whole numding off.

e Equity Shay Shares All

Allotment sha

of Schedule fo

ducted througSBs will acceon of the Biddtermine the Isd entitlement (ICDR) Regul) working daed and Allottt. Upon appre.

nate Basis of A

is over-subscDesignated Sof the Desigshall be resp

ccordance wi

QIB Bidders aexplained bel

spective cate

of Equity Shas, which is thategory mult

r-subscription

ty Shares tois, which is d by the inve

e the proport made as follo

ul Bidders ounner such thatof Equity Sharful Bidder sh

te Allotment tmarket lot), thhigher. If thamber. Allotm

ares allocateotted to the all be first ad

or Allotment

gh a "100% boept bids for ding/Issue Pessue Price, anto Allotment

lations requirays of the expted to the inv

roval by the

Allotment in

cribed, the baStock Exchangnated Stock onsible for enth the allotm

and Non-Instlow:

gory will be

ares to be allohe total numbtiplied by the n ratio.

be allotted total numberrse of the ove

tionate Allotows:

ut of the totalt the total numres calculated

hall be allotted

to a Bidder ishe decimal wat number i

ment to all Bid

d on a prop Bidders in djusted again

273

and Demat C

ook building pthe Equity

eriod, our Cod, in consulta

t based on there our Compapiration of thevestors’ DemStock Exchan

the Issue

asis of Allotmnge. The Exec

Exchange ansuring that

ment procedu

titutional Bidd

categorized

otted to each cber of Equity S number of E

to the succr of Equity Ser-subscriptio

tment is less

l Bidders for mber of Equitd in accordancd a minimum

s a number thwould be rounis lower thadders in such

portionate bthat category

nst any other

Credit of Equ

process" pursShares durinmpany, in co

ation with thee bids receiveany to complee Bidding / Is

mat Accounts nges, the Equ

ment shall becutive Directoalong with thbasis of allot

ure specified

ders shall be

according to

category as a Shares applie

Equity Shares

cessful BiddeShares applieon ratio.

than 100 E

a category shty Shares Alloce with (b) ab of 100 Equity

hat is more thnded off to than 0.5, it woh categories w

basis to any y, the remaincategory, wh

Scotts Ga

uity

suant to whicng the Biddionsultation wie BRLM and ted and subjecete the Allotmssue period. T maintained wuity Shares w

e finalized byor (or any othhe BRLM, Coment is finaliSchedule XV

made in mar

the number

whole shall bed for in that c applied for)

ers will be ed for by eac

quity Shares

hall be determotted in that pbove; and y Shares.

han 100 but ishe higher whoould be rouwould be arri

category arening Equity

here the Allott

arments Limi

h the membeing/Issue Perith the BRLMthe Co-BRLMct to confirmament to succeThe equity shwith the rele

will be listed

y the Companher senior offo-BRLM andized in a fair

V of SEBI (IC

rketable lots,

of Equity Sh

be arrived at category (nummultiplied by

arrived at och Bidder in

s per Bidder,

mined by draportion is equ

s not a multipole number if

unded off toived at after

e more than Shares availted shares are

ited

ers of riod.

M and M, the

ation ssful

hares evant and

ny in ficial

d the r and CDR)

on a

hares

on a mber y the

on a that

, the

aw of ual to

ple of f that the such

n the lable e not

sufficShareapply

Illustrationfor illustrativ A. Issue De

Sr. No. 1. I2. A3. A4. P

I O a b5. N6. N

* Where

B. Details

Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

# A1-A5

ient for propo

es, if any, remying for minim

n of Allotmenve purposes an

etails

Issue size Allocation to Anchor InvesPortion availaInvestors [(2)Of which: a. Allocation b. Balance forNo. of QIB apNo. of sharese 50% of the is

s of QIB Bids

5: (QIB bidders

ortionate Allo

maining after mum number

nt to QIBs andd is not specifi

Particu

QIB* stor Portion able to QIBs o minus (3)]

to MF (5%) r all QIBs inclpplicants applied for ssue size is re

s

Type of QIB

A1A2A3A4A5

MFMFMFMFMFTot

s other than M

otment to the such adjustmr of Equity Sh

d Mutual Funic to the Offer)

lars

other than An

luding MFs

equired to be

B bidders #

1 2 3 4 5

F 1 F 2 F 3 F 4 F 5 tal

MFs), MF1-MF

274

e successful Bment will be ares.

nds (“MF”) (I

nchor

allotted to QI

F5 (QIB bidders

Bidders in tha

added to the

Investors shou

Issu

200 million e100 million e

30 million70 million

3.50 millio66.50 milli

500 millioIBs.

No. of share

s which are Mu

Scotts Ga

t category. The category com

uld note that th

ue details

equity shares

equity shares

n equity sharn equity shar

on equity shaion equity sha

10 on equity shar

s bid for (in m

50 20

130 50 50 40 40 80 20 20

500 utual Funds)

arments Limi

he balance Eqmprising Bid

his example is s

res res

ares ares

res

million)

ited

quity dders

solely

C. Details

Typeof

QIB bidder

(I) A1 A2 A3 A4 A5 MF 1 MF 2 MF 3 MF 4 MF 5

Please note

1. The

Pros2. Out

propin QI

3. The propfive M

4. The f

Letters of A

Bidders resiNECS only,and RTGS. Osole or first

s of Allotmen

e

rs

Sb

:

illustration pectus in “Issof 70 millio

portionate basIB category. balance 70

portionate basMF applicantfigures in the

For QIBs otX 66.5 / 496 For Mutualless equity s The numera10 QIBs areFunds in th

Allotment or R

iding at the c, except wherOur Compan Bidder’s sole

nt to QIB Bid

Shares bid for

(II)

1

5

presumes cosue Structure”on equity shasis among fiv

million equisis among 10 ts who appliee fourth colum

ther than Mut6.5

l Funds (MF1 shares allotte

ator and denoe reduced by 3he manner spe

Refund Orde

centres wherere the Bidder ny shall ensure risk within

dders/ Applica

Allocm

Equity prop

(plnote

(III)50 20 30 50 50 40 40 80 20 20 00

ompliance w” beginning oares allocated

ve Mutual Fun

ity shares (i. QIB applican

ed for 200 millmn entitled ar

tual Funds (A

to MF5) = [(Ned ( i.e., colum

ominator for 3.5 million eqecified in colu

ers or instruct

e clearing hois otherwise

re dispatch of10 Working D

275

ants

cation of 35 million Shares to MFortionately lease see e 2 below)

)

0.70.71.40.30.3

3

with the requon page 233. d to QIBs, 3nd applicants

e. 100 - 5 (nts who applilion equity sh

re arrived as u

A1 to A5) = N

No. of shares mn III of the ta

arriving at alquity shares, wumn III of the

tions to the S

ouses are mandisclosed as e

f refund orderDays of the B

(Number

F

Allocatbalanc

million Shares tproportio

(pleasnote 4 b

(IV)

0 0 0 0 0

70 70 40 35 35 3.5

uirements sp

3.5 million (is who applied

(available foried for 500 m

hares). under:

o. of equity s

bid for (i.e. inable above)] X

llocation of 66which have a table above.

SCSBs

naged by the eligible to getrs, if any, by

Bid Closing D

Scotts Ga

r of equity shation of ce 665 Equity o QIBs onately e see

below)

Aa

(V6.65 2.66

17.29 6.65 6.65 5.32 5.32

10.64 2.66 2.66 66.5

pecified in th

i.e. 5%) will d for 200 mill

r MFs)) will million equity

hares bid for

n column II oX 66.5 / 496.5

6.5 million eqlready been a

RBI will gett refunds throregistered or

Date. Bidders

arments Limi

ares in millionAggregate llocation to

MFs

V) 00000

6.026.02

12.043.013.01

30.01

his Red Her

be allocatedlion equity sh

be allocatedshares (inclu

(i.e. in colum

of the table ab

quity shares toallotted to Mu

t refunds throough direct cr speed post ato whom refu

ited

n)

0 0 0 0 0 2 2 4 1 1 1

rring

d on hares

d on uding

mn II)

bove)

o the utual

ough redit

at the unds

are made thof the mode In case of Athe relevantfor withdrathe Bid Clos Signing of U

(a) We, th

on fin

(b) After Prosp‘Prosparrang

Filing of the

We will fileand Section

UNDERTA

Our Comp • The c

Comp• All st

stock closur

• The fumade

• Wherto thebe cre

• The cethe sp

• No fuor till

• That a• That t

(SEBI• That

Appliapplic

hrough electroe of credit of r

ASBA Bidderst ASBA Accown, rejected sing Date..

Underwriting

he BRLM, Conalization of th

signing the pectus with Rpectus’. The gements and

e Prospectus w

e a copy of thn 60B of the Co

AKINGS BY T

pany underta

complaints repany expeditieps for comp exchanges wre of the issueunds required

e available to tre refunds aree applicant wiedited along wertificates of

pecified time. urther issue o the applicatiat any given tthe company) from time tothe adequateication Formcations while

onic transfer refund within

, the Registraount to the ex

or unsuccess

Agreement a

o-BRLM and he Issue Price

UnderwritingROC in accor

Prospectus would be com

with the Regi

he Prospectusompanies Act

THE COMPA

akes that:

eceived in reiously and sat

pletion of the where the secu

e d for making the Registrar

e made througithin 12 days with amount the shares/ r f securities shon moneys artime there sha shall complyo time and e arrangemen

m and to con finalizing the

of funds will

n 10 Working

ar to the Issuextent of the Bisful or partial

nd Filing wit

the Syndicatee and allocatio

g Agreementrdance with would have

mplete in all m

istrar of Com

s with the Ret.

ANY

espect of thetisfactorily necessary for

urities are to b

refund to uns to the captiongh electronic of closure ofand expectedefund orders

hall be made re refunded oall be only ony with such d

nts under thensider them e basis of allo

276

l be sent a let Days of the B

e shall instrucid Amount splly successful

th Registrar of

e Members shon/ Allotmen

t, we would the applicab details of tmaterial respe

mpanies

egistrar of Co

e captioned

rmalities for lbe listed are t

successful apned Public Isstransfer of fu

f the issue, givd date of elects to the Non-R

till the shareson account of ne denominatidisclosure and

e ASBA Proc similar to B

otment.

tter through oBid Closing D

ct the relevantpecified in thl ASBA Bids w

of Companies

hall enter intont to the Bidd

update and ble law,, whithe Issue Prects.

ompanies in t

Public Issue

listing and cotaken within

plicants as pesue.

unds, a suitablving details oronic credit o

Resident Indi

s offered thr non-listing, uion for the shd accounting

cess shall be Bid cum App

Scotts Ga

ordinary postDate.

t SCSB to unbhe Bid cum Awithin eight

(ROC)

o an Underwders.

file the updaich then wourice, Issue si

terms of Secti

shall be att

ommencementwelve worki

er the modes

le communicaof the bank wof refund. ans shall be d

ough the proundersubscriphares of the co

norms specif

made to collplication For

arments Limi

t, intimating t

block the fundApplication Fo

Working Day

writing Agreem

ated Red Heruld be termeze, underwr

ion 56, Sectio

tended to by

nt of trading aing days from

disclosed sha

ation shall bewhere refund

dispatched w

ospectus are liption, etc ompany, fied by the B

lect all Bid m by non-A

ited

them

ds in orms ys of

ment

rring ed as iting

on 60

y the

at all m the

all be

sent shall

ithin

isted

oard

cum ASBA

UTILISA Our Board (a) all mo

other (b) detail

approsuch m

(c) detail

underwhich

The CompShares fro The Board • the u

appromonie

• the de

undermonie

RESTRIC Foreign inIndia notiand notificonditionFEMA regof the GovIndian ecoto follow Subscript It is to beNon- Respurpose o As per the As per the No singleFII invest

TION OF ISS

d of Directors

onies receive than the bank

ls of all moniopriate separamonies had b

ls of all unutir an approprh such unutili

pany shall noom all the Stoc

d of Directors

tilization of opriate head ies have been

etails of all mr a separate hes have been

CTIONS ON

nvestment in ified throughications issues subject to wgulates the prvernment, unonomy up tocertain prescr

tion by NRIs/

e distinctly usident, NRI aof allotment.

e RBI regulati

e current regu

e FII can hold ting in our E

SUE PROCEE

s certify that:

ed out of the k account refe

es utilised ouate head in th

been utilised,

ilised monies riate separateised monies h

ot have recouck Exchanges

s also certifies

monies receiin the balanceutilized and,

monies out ofhead in the bainvested.

FOREIGN O

Indian securh press notes aed there undewhich foreignrecise mannernless specifica any extent aribed procedu

/ FIIs

nderstood thand FII applic

ions, OCBs ca

ulations, the f

more than 10Equity Shares

EDS

issue to the erred to in su

ut of the issuehe balance shand

out of the isse head in thehave been inv

rse to the Issus where listing

s that:

ived under the sheet of the

f the funds realance sheet o

OWNERSHIP

rities is regulaand press reler. While the

n investment cr in which sucally restrictedand without aures and repo

hat there is nocants will be

annot particip

following rest

0% of the poss on behalf

277

public shall ub-section (3)

e referred to heet of the C

sue, if any, re balance she

vested.

ue proceeds ug is sought ha

he Employeee issuer comp

eceived undeof the issuer c

P OF INDIAN

ated through eases issued policy of thecan be made ch investmen

d, foreign invany prior apporting require

o reservatione treated on t

pate in this Iss

trictions are a

st-Issue paid-uof its sub-ac

be transferreof Section 73

in sub-item (Company indi

eferred to in set of the Com

until the appras been receiv

e Reservationany, indicatin

er Employee Rompany, indi

N SECURITIE

the Industriafrom time to

e Governmen in different s

nt may be madestment is fre

provals, but thements for ma

n for Non-Resthe same bas

sue.

applicable for

up capital of ccounts, the i

Scotts Ga

ed to a separ of the Compa

(a) shall be diicating the pu

sub-item (a) smpany indica

roval for tradved.

n shall be disng the purpos

Reservation sicating the fo

ES

al Policy of th time and FEM

nt prescribes tsectors of the de. Under theeely permittehe foreign invaking such inv

sidents, NRIssis as other c

investments

our Companyinvestment o

arments Limi

rate bank accanies Act, 195

isclosed undeurpose for w

shall be disclating the form

ding of the Eq

sclosed undese for which

shall be disclrm in which

he GovernmenMA and circuthe limits and Indian econo

e Industrial Poed in all sectovestor is requvestment.

s and FIIs ancategories for

by FIIs:

y. In respect oon behalf of

ited

ount 56.

er an which

osed m in

quity

er an such

osed such

nt of ulars d the omy, olicy

ors of uired

d all r the

of an each

subaccounincase sucexceed 24 The aboveare not liamay hapindependapplicable

nt shall not exch sub accou

4% of the total

e informationable for any apen after thent investigae limits under

xceed 10% ofnt is a foreigl issued capita

n is given foramendments

he date of thations and enr laws or regu

f our total issugn corporate oal of our com

r the benefit o or modificathis Red Hernsure that theulations.

278

ued capital oror an individ

mpany.

of the Biddersion or change

rring Prospece number of

r 5% of total idual. The agg

s. The Compes in applicabctus. Biddersf Equity Shar

Scotts Ga

issued capitalgregate FII ho

any and the Bble laws or res are adviseres bid for d

arments Limi

l of our Compolding should

BRLM, Co-BRegulations, wd to make o not exceed

ited

pany d not

RLM which

their d the

“C

3

4

6

6A

S

CAPITAL AND

Authoris Th

divwiCoor Comobelegitsanru

Thon

Increase Th

neresof rigshshassmethewi

Buy back No

Seregof secter

A Suthefinthe

SECTION VI

D INCREASE

sed Share Caphe Authorisedvided into 4,4ith power to ompany into conditions, aompany and sodify or abro

eing be provigislative provs existing shand/or to offerles framed th

he minimum nly). of Capital by

he Company ew shares, sucspective amou the original oghts and priv

hall direct, andhares may be i

sets of the Ceeting of the Ce Company hith the provisk of shares: otwithstandinctions 77A, 7gulations and Directors macurities, whetrms and cond

ubject to Artice security of

nancial assistae purpose of

I - MAIN PR

E AND REDU

pital d Share capita40,00,000 (Fouincrease modseveral classeas may be desubject to app

ogate any suchded for by th

visions for theares, reconverr its fresh shahereunder, if a

Paid-up Sha

y the Companat the Generach increase tounts as the reor increased cileges annexed if no directissued with a

Company, anCompany in has been incresions of Sectio

ng anything 77AA and 77d guidelines aay, if and whther or not th

ditions, and su

cle 6, the fundshares of the ance whether f or in conn

ROVISIONS O

UCTION OF C

al of the Comur Crore Fort

dify the said ces and attachetermined by plicable legislh rights, privhe Articles ofe time being rt its shares hares in electroany.

are Capital of

ny and how caal Meeting mo be of such aesolution shalcapital shall bed thereto, as ion be given,

a preferential d with, and conformity weased under

on 97 of the A

contained in7B of the Actas may be isshen deem fit, hey are redeemubject to such

ds of the Com Company an by way of loection with

279

OF THE ART

CAPITAL”

mpany is ` 44,0ty Lakh) Equcapital and to

h thereto prefe or in accordlative provisi

vileges or conf Associationin force. The held by the d

onic form pur

f the Compan

arried into effmay, from time

aggregate amll prescribe. Sube issued upo the general m, as the Direc or qualified rif the act al

with Section 8the provision

Act.

n these artict or any stat

sued in this re buy back sumable, as it mh approval, as

pany shall nond the Compaan, guaranteeany purchase

TICLES OF A

00,00,000/- (Ruity Shares of o divide the Serential, defeance with theions for the ti

nditions in sun of the Comp Company shdepositories rsuant to the

ny shall be `

fect. e to time, inc

mount and to ubject to the pon such termsmeeting resoltors shall detright to dividlows withou7 and 88 of th

ns of this Arti

les, in accortutory modifiegard by the

uch of the Commay decide, sus are specified

ot be employeany shall not e or by provise of or subs

Scotts Ga

ASSOCIATIO

Rupees Forty `10/- (Rupe

Shares for therred, qualifiee Articles of ime being in ch manner aspany and subhall be entitleelectronically Depositories

`5,00,000/- (R

crease the cap be divided inprovisions of s and conditiolving upon thtermine, and

dends, and in t, a right of

he Act. Whenicle, the Direc

rdance with ication theret relevant authmpany’s ownubject to suchd in this regar

ed for the pur give, directlysion of securitscription for

arments Limi

ON

Four Crores ees Ten only) e time being oed or special rAssociation oforce, and to s may for thebject to appli

ed to dematery to physical Act, 1996 an

Rupees Five L

pital by creatinto shares of the Act, any ons and with

he creation thin particular, the distributivoting at ge

ever the Capictors shall co

the provisioto and such horities, the Bn shares, stoch limits, uponrd.

rchase of or ley or indirectlyty or otherwithe Shares in

ited

only) each, of the rights of the vary, e time icable rialise form

nd the

Lakhs

ion of f such share

h such ereof, , such ion of eneral ital of

omply

ns of other

Board cks or n such

ent on y any se for n the

6B

7

Co

Thto

Further i(1) W

aftaftCocap

(a)thepa

(b)timwi

(c)rensudeme

(d)froBodis

(2) Nooffof

i. ii

(3) No

a.b.

ompany, its H

he article shal members or t

issue of Capithere at any titer the expiryter its formatompany by alpital then;

) such furthere equity shar

aid up on thos

) Such offer sme not being ill be deemed

) The aforesainounce the sh

ub clause (b) hecline, withouember may re

) After the exom the persooard may dispscretion, fit. otwithstandinfered to any p sub-clause (1

If a specia. where no

on a poll,the generbeing entvotes, if aGovernmthat the p

othing in sub-

. To extend

. To authorground th

Holding Comp

ll not be deemto exercise a l

tal ime after the ey of one year tion, whichevllotment of fu

r shares shalles of the Comse shares at th

shall be madeless than fifte

d to have been

id offer shall hares offeredhereof shall cout assigning enounce the s

xpiry of the tin to whom spose of them

ng anything cpersons (whe1) hereof) in a

al resolution to such special

as the case mral meeting (initled so to do

any, cast againment is satisfieproposal is mo-clause (1)(c)

d the time witrise any persohat the person

pany.

med to affect tlien conferred

expiry of two from the allover is earlier, urther shares

l be offered tompany, in prohat date.

e by a noticeeen days fromn declined.

be deemed td to them in

ontain a stateany reason t

shares offered

ime specifiedsuch notice is in such mann

contained in pether or not thany manner w

to that effect i resolution is

may be) in favncluding the c, vote in persnst the propoed, on an applost beneficial above shall b

thin which thon to exercisen in whose fav

280

the power of d by Article 40

o years from totment of sha it is propose out of the un

o the personsoportion, as n

e specifying thm the date of

to include a rfavour of any

ement of this to allot any sd to him.

d in the notices given that hner and to su

preceding subhose persons

whatsoever.

is passed by t passed, if the

vour of the procasting vote, on, or where sal by membelication made to the Compa

be deemed:

he offer shoulde the right of rvour the renu

the Company0.

the formationares in the Coed to increasnissued capita

s who at the dnearly as circu

he number ooffer within w

right exercisaby other perso right. PROVIshares to any

e aforesaid orhe declines touch person(s)

b-clause, the f include the p

the Companye votes cast (woposal contaiif any, of the proxies are aers so entitled

e by the Boardany.

d be acceptedrenunciation funciation was

Scotts Ga

y to enforce r

n of the Compompany madse the subscrial or out of th

date of the ofumstances ad

of shares offerwhich the off

ble by the peon and the noIDED THAT y person in w

on receipt ofo accept the sas they may

further sharespersons referr

y in General Mwhether on a sined in the mo Chairman) byllowed, by pr

d and voting ad of Directors

d; to for a second ts first made h

arments Limi

epayment of

pany or at anye for the firstibed capital ohe increased

ffer, are holdedmit, to the ca

red and limiter, if not acce

erson concernotice referred the Directorswhose favour

f earlier intimshares offeredthink, in thei

s aforesaid mred to in clau

Meeting; or show of handotion moved y members wroxy, exceed tand the Centr

s in this behal

time on the has declined to

ited

loans

y time t time of the share

ers of apital

ting a epted,

ned to to in s may r any

mation d, the ir sole

may be use (a)

ds, or in

who, the ral f,

o

8

9

10

(4) Nothe

i. ii

PRpr

a.

b.

Redeema Su

Coareter

Provision On

fol

a.

b.c.

d

Reductio Th

timShpr

take the s

othing contaie exercise of a

to conver. to subscri

or otherwROVIDED THovided for su

. Either hasthe raisinthis behal

. In the casGovernmbeen apprthe issue

able Preferenubject to the ompany shalle liable to berms and condns to apply onn the issue ollowing provi

. no such sotherwisethe purpo

. no such s the premi

of the Com. Where an

there shaltransferreequal to tto reductithe Act, athe Comp

on of Capital. he Company mme by Speciahare Premiumocedure pres

shares compriined in this Aan option atta

rt such debentibe for shares

wise). HAT the termsuch option an

s been approvng of the loanslf; and se of debentur

ment or any inroved by a spof the debent

nce shares. provisions o

l have power e redeemed aditions of reden issue of Redof Redeemabisions shall ta

hares shall bee be availableose of the redehares shall beium, if any, pmpany or the

ny such sharesll out of profied to a reservethe nominal aion of the sha

apply as if thepany. may (subject l Resolution,

m Account in cribed by the

ised in the ren

Article shall aached to the d

tures or loanss in the Comp

s of issue of sd such term:

ved by the Ces or is in confo

res loans or ostitution spec

pecial resolutitures or raisin

of Sections 8 to issue Prefe

and the resoluemption theredeemable Pre

ble Preferenceake effect:

e redeemed exe for dividendemption; e redeemed u

payable on rede Company's Ss are redeemeits which woue fund to be c

amount of theare capital of te Capital Rede

to the provis reduce its ca any manner

e Act.

281

nunciation apply to the idebentures iss

s into shares ipany (whether

such debentur

entral Governormity with R

ther than debcified by the Cion passed bung of the loans

80, 85 and oterence Sharesution authorieof. eference Sharee Shares und

xcept out of td or out of the

unless they aredemption muShare Premiued otherwise uld otherwisecalled the “Cae shares redeethe company emption Rese

sions of Sectioapital and anr for the time

increase of thsued or loans

in the Compar such option

res or the term

nment before Rules; if any,

bentures issueCentral Goverut the Compans.

ther applicabs which are oising such iss

es. der the provi

the profits of te proceeds of

e fully paid; ust have been um Account b than out of the have been avapital Redempemed and the shall, except erve Account

ons 78,80,100 ny Capital Ree being autho

Scotts Ga

he subscribed raised by the

any; or is conferred

ms of such lo

the issue of thmade by, tha

ed to or loansrnment in thiny in General

ble provisionr at the optio

sue shall pres

isions of Art

the Companya fresh issue o

provided for before the shahe proceeds ovailable for diption Reserve provisions of as provided i were paid-up

to 105 of theedemption Reorised by law

arments Limi

capital causee Company

in these Artic

ans include a

he debenturest Governmen

s obtained froms behalf, has al Meeting bef

ns of the Acton of the Comscribe the ma

ticle 8 hereof

y which woulof shares mad

out of the prares are redeemof a fresh issueividend, be e Account” a f the Act relatin Section 80 p share capita

e Act) from timeserve Accou

w by followin

ited

ed by

cles

a term

s or nt in

m also fore

t, the mpany anner,

f, the

d de for

ofits med; e,

sum ting of

al of

me to unt or ng the

11

12

13

14

SH15

16

Sub-divi Su

to is suregafoagthe

Modifica W

claprdeof nosep

(a)coabagdepecen

(b)Issue of S

Cohato Co

HARES AND S Th

apshincor

Shares to Th

deapor sh

ision consolid

ubject to the p time, sub-divsubdivided,

ub-division, ogards dividenoresaid the C

greed to be tae shares so caation of rightshenever the

asses of shareovisions of S

ealt with by A that class, pr

ominal value oparate genera) Subject to tmmission to

bsolutely or cgreeing to prebentures of ther cent of the pnt of the price

) The CompanSweat Equity

ompany shallave the power the Directorompany. SHARE CERT

he Company pplicable provhares held in cluding in an Country outso be numberehe shares inenominations,pply to the sh issued in fu

hare shall be

dation and canprovisions of Svide or consolmay determ

one or more nd, capital or

Company in gken by any p

ancelled. s. capital, by re

es all or any Sections 106 aAgreement berovided such of the issued al meeting of the provision any person iconditionally)rocure, subsche Company,price at whiche at which the

ny may pay sy Shares:

l subject to anr, by a Specialrs, Employee

TIFICATE shall cause t

visions of thephysical and

ny from of eleside India a b

ed progressiven the capita, provided ho

hares of the couture in dem

sub-divided.

ncellation of sSection 94 of tlidate its shar

mine that, as bof such sharr otherwise ogeneral meetinperson and di

eason of the of the rights

and 107 of thetween the Co agreement is shares of thethe holders o

ns of Sectionin considerati) for any shacriptions (wh, but so that th the shares ae debentures

such sum for b

nd in accordal Resolution ps of either o

to be kept a e Companies d dematerialisectronic medibranch Registeely and no sh

al shall be owever, that tompany whicaterialised fo. Every forfe

282

shares. the Act, the Cres, or any of between the

res shall haveover or as comng may also iminish the a

issue of Prefand privilegee Act be modompany and s ratified in we class or is coof shares of thn 76 of the Aion of his sub

ares in or debhether absoluthe commissioare issued, anare issued.

brokerage as

ance with thepassed at a G

of the Compa

Register andAct, 1956 andsed forms in ium. The Comer of Member

hare to be subnumbered p

the provisionch are demateorm. Except ieited or surre

Company in g them, and th holders of te some prefempared with cancel sharesmount of its

ference Sharees attached todified, commany person p

writing by hoonfirmed by ahe class. Act, the Combscribing or abentures of thute or condon shall not e

nd in the case

may be lawfu

e provisions oeneral Meetinany or of an

d Index of Md the Deposi any medium

mpany shall brs Resident individed. progressively

n relating to perialised or min the manneendered shar

Scotts Ga

general meetinhe resolution wthe shares reerence or spe the other or s which have share capital

es or otherwiso each class m

muted, affectedpurporting to

lders of atleaa Special Reso

mpany may aagreeing to she Company

ditional) for exceed, in the of debenture

ul and reason

of section 79Ang to issue Sw

ny of its subs

Members in acitories Act, 19m as may be be entitled to

n that State or

y according rogressive nu

may be demater herein befre held in m

arments Limi

ng may, fromwhereby any sulting from

ecial advanta others. Subje not been takl by the amou

se, is dividedmay subject td or abrogate contract on bast three-fourtolution passed

at any time psubscribe (why, or procurinany shares case of share

es two and ha

nable.

A of the Act,weat Equity Ssidiary or ho

ccordance wi996 with deta permitted by

o keep in any Country.

to their seumbering shaterialised in fore mentione

material form

ited

m time share such

age as ect as

ken or unt of

d into to the ed, or behalf ths in d at a

pay a hether ng, or in or

es five alf per

shall Shares olding

ith all ails of y law State

everal all not future ed no shall

17

18

19

20

21

co

Shares at

SuCoothterprthipefortherenmaPrthe

Powers o In

bytheincsuprMeopwiopGefor

Acceptan An

allArin

Deposit Th

or imthethe

Liability Ev

capin

ntinue to bea

t the Disposa

ubject to the pompany for thherwise disporms and condovisions of Seink fit and w

ersons the optr such conside company onndered to theay be issued ovided that oe sanction of of Company t addition to a

y these Articlee Act, determcreased capit

uch proportioovisions of Seeeting shall d

ption to call foith the provis

ption being eeneral Meetinr the issue, allnce of shares.ny applicationlotment of anrticles, and ev the Register oand call etc. t

he money, if a direct to be p

mmediately one holder of suereof, and sha

y of Members.very member,pital represen such amount

ar the number

l of the Direc

provision of She time beingose of the samditions and eection 79 of t

with the sanctition or right

deration as thn payment in

e Company inas fully paid

option or righthe companyto issue shareand without es, the Compamine that antal of the Comn and on sucection 78 anddetermine andor or be allotsions of Sectioxercisable at

ng or the Comlotment or di. n signed by ony share thervery person wof Members sto be a debt pany, which thpaid by way

n the insertionuch shares, beall be paid by. , or his heirs, nted by his shts, at such tim

r by which the

tors.

Section 81 of tg shall be unme or any of

either at a prethe Act) at a dion of the Coto call for an

he Directors thn full or part n the conductd up shares anht to call of shy in the Generes in General Mderogating frany in Generany shares (wmpany) shall ch terms and 79 of the Actd with full ptted shares ofons 78 and 79 such time a

mpany in Gensposal of any

or on behalf orein, shall be

who pays or oshall for the payable immee Board shall of deposit can of the nameecome a debt y him accordin

executors or hare or share

me or times, a

283

e same was or

the Act and thnder the contrf them to sucemium or at discount and ompany in thny shares eith

hink fit, and of any propet of its businend if so issue

hares shall noal Meeting. Meeting. rom the poweal Meeting m

whether formi be offered tod conditions t) at a premiuower to give f any class of 9 of the Act) aand for such neral Meetingy shares.

of an applicane an acceptanotherwise acc

purpose of thediately. l, on the allotmall or otherwie of the allottedue to and rengly.

administratoes which mayand in such m

riginally disti

hese Articles,rol of the Dirch persons, in par or (subje at such time

he General Meer at par or p may issue anerty sold and ess and any shed, shall be d

ot be given to

ers for that pmay, subject to

ing part of to such personand either (s

um or at par o any person ( the Compan

at a premium consideration

g may make a

nt for share innce of sharescepts any shaese Articles, b

ment of any sise in respect ee in the Regiecoverable by

ors, shall pay y, for the timemanner as the

Scotts Ga

inguished.

, the shares inrectors who mn such propoect to the com as they may eeting to givepremium durnd allot share transferred ohares which m

deemed to be any person o

purpose confeo the provisiothe original n (whether msubject to comor at a discoun(whether a m

ny either (sub or at par or n as may be

any other pro

n the Compans within the res and whos

be a Member.

shares being m of any shareister of Memby the Compan

to the Compe being remaie Board shall,

arments Limi

n the capital omay issue, al

ortion and onmpliance wit from time toe to any persring such timees in the capior for any sermay so be all fully paid sh

or persons wi

erred on the Bons of Section

capital or ofmembers or nmpliance witnt, as such Ge

member or nobject to compl at a discount

e directed by ovision whats

ny, followed bmeaning of

se name is en

made by it, rees so allotted,bers as the namny from the al

pany the portiin unpaid the from time to

ited

of the lot or

n such th the o time son or e and ital of rvices lotted hares. ithout

Board n 81 of

f any not) in th the eneral ot) the liance t such such oever

by an these

ntered

equire , shall me of lottee

ion of ereon, o time

22

23

24

in Limitatio

a

b

c

Issue of N If

theCodeindgivArfeeshwo

PrSto(R

ThCo

Power of No

thede

accordance won of Time foa. Every Mem

lots, for allso approveseveral cerkeep readyunless the of applicatof any of itcompany ait is issuedprescribe person, thecertificate holders.

b. Any two osingle memmay be de

c. A Directormachine, ebut not by safe custod

New Certificaany share cere back thereoompany, a neestroyed thendemnity as thven to the prticles shall bees (not exceed

hall be chargeorn out or wh

ovided that tock Exchange

Regulation )Ac

he provisionsompany. f Board of Dirotwithstandinereof shall be

enominations

with the Compr Issue of Cer

mber shall be l the Shares oed (upon payrtificates, eachy for delivery conditions oftion of registrt shares as theand shall spec

d and amountor approve, pe company shof shares to o

or more joint amber, and thelivered to any

r may sign a sequipment or means of a rudy of such maate in place ofrtificate be wof for endorseew certificate

n upon proof he company dparty entitlede issued withding `2/- for ed for issue ohere there is n

the Directorse or the Rulect,1956 or any

of this Artic

rectors to Regng anything e entitled to r of less than

pany's regulartificates entitled, withf each class o

ying such fee ah for one or my such certificaf issue thereoration of transe case may becify the numbt paid-up therprovided thathall not be bouone of several

allottees of a se certificate ofyone of such jshare certifica other mechaubber stamp achine, equipf One Defaced

worn out, defaement of tranes may be iss thereof to thdeems adequa to such lost

hout payment each certifica

of new certifino further spa

s shall comples made undy other Act, or

cle shall mut

gulate sub-divcontained in

refuse any apten except w

284

ations, require

hout paymenf denominatias the Directo

more of such sates within thf otherwise psfer, transmise. Every certifber and distinreon and shalt in respect of und to issue m joint holders

share shall, fof any share, wjoint owners

ate by affixingnical means, provided thament or otherd, Lost or Des

aced, mutilatensfer, then upsued in lieu, he satisfactionate, being givt or destroyet of fees if theate) as the Dicates in repla

ace on the bac

y with such er the Act orr rules applic

tatis mutandi

vision or consn Article 23, pplication for when such sub

e or fix for the

t, to one or mion registeredors may from shares and thehree months fprovide, or wi

sion, sub-divficate of sharenctive numberl be in such fo a share or shmore than ons shall be suffi

or the purposwhich may be

on behalf of ag his signaturesuch as engra

at the Directorr material usestroyed ed or torn or

pon productiothereof, If a

n of the compven, a new Ceed certificatee Directors soirectors shall acement of thck thereof for

rules or regur the rules mable in this be

is apply to th

solidation. the Board o

sub-division b-division or

Scotts Ga

e payment the

more certificated in his name, time to time e company shfrom the date ithin one mon

vision, consolies shall be undrs of shares inorm as the dir

hares held joinne certificate aicient delivery

e of this Artic the subject ofall of them. e thereon by maving in metar shall be resped for the pur

if there be noon and surrenany Share Cerpany and on ertificate in lie. Every Cert

o decide, or onprescribe. Pr

hose which a endorsement

ulation or reqmade under S

ehalf.

he debenture

of Directors o or consolidaconsolidation

arments Limi

ereof.

es in marketa, or if the diredetermined)

hall complete of allotment,

nth of the receidation or render the seal on respect of wrectors may ntly by severaand delivery oy vis-à-vis all

cle, be treatedf joint owners

means of anyal or lithograpponsible for thrpose.

o further spander thereof trtificates is lo execution ofeu thereof sh

tificates unden payment ofovided that n

are old, defact of transfer.

quirements oSecurities con

certificates o

or any commation of sharesn is required

ited

able ectors to and , eipt

newal of the which

al of a l such

d as a ship

y phy; he

ace on to the ost or f such hall be er the f such no fee ced or

of any ntracts

of the

mittee s into to be

25

26

27

IN 28

CA

mareqlot

The first If a

Memadejoiinc

Compan Ex

beanDebeanenpe

Provision a.

b.

c.

NTEREST OUTInterest m

Wcopris resco

ALLS Directors

ade to complyquest from a ts, subject, ho named of joiany share staembers shall,atter connecte

eemed the solintly liable focidents thereo

ny not bound xcept as ordere entitled to trny share or wepository, as enami trust, eqny other persontitled at theiersons or the sn for Employ. Subject to th

Companiestime, createExecutive Csuch numbebe determinconcerned aprevalent at

. The issue pprevalent at

In the alternequity warrissues as abdrawn up a

T OF CAPITAmay be paid ohere any shanstruction ofofitable for a for the time

strictions prost of construc

s may make c

y with a statu member to c

owever, to necint-holders deands in the na, as regards reed with the Cle holder theror the paymeof according t to recognise ared by a Courreat the persowhose namethe absolute quity, equitabon whether orir sole discresurvivor or su

yees' Stock Ophe provisions Act, 1956, an

e, offer and issChairman, Vicer of equity shned by the Boand in accordt that time burice of such st the time of tnative to equirants or otherbove are to beand approvedAL out of capitalares are issuef any work o lengthy perioe being paid-ovided by Secction for the w

calls.

utory order oconvert his hocessary verificeemed sole hoames of two oeceipts of div

Company, excreof but the oent of all insto the Compaany interest inrt of competeon whose nam

e appears as owner thereble, contingenr not it shall hetion to regisurvivors of thption s of section 81nd subject to tsue to or for tce-Chairman,hares of the C

oard prior to tdance with sucut ranking parhares shall bethe issue. ity shares, mer securities as made in pur

d by the Board

. ed for the puor building, od, the Comp-up, for the

ction 208 of thwork of buildi

285

or an order orolding of oddcation by the older. or more persovidends or boncept voting atother joint-hostalments andany's regulation share other ent jurisdictiome appears o the beneficiof and accord

nt or other clahave express oster any sharhem.

1(1A) and oththe Articles ofthe benefit of the Managin

Company, in othe issue and ch guidelinesri passu with e determined

entioned here may be permsuance of Em

d.

urpose of raior the provi

pany may payperiod, at th

he Act and ming, or the pr

r a decree of ad lots of share Company.

ons, the personus or servicet meetings, anlders of a shad calls due ions. than that of r

on or as by lawon the Registeial owner of dingly shall n

aim to or interor implied noes in the join

er applicable f Association, the Company

ng Directors aone or more t offer, in conss or other prov the existing e by the Board

einabove, the mitted in law, mployees' Stoc

ising money ision of any y interest on she rate and

may charge thovision of pla

Scotts Ga

a Competent es into transfe

on first namede of notices annd the transfeare shall be sein respect of

registered holw required, ter of Member shares in thnot be boundrest in such shotice thereof. Tnt names of

provisions, if, the Board my's employees

and the Wholetrenches on susultation withvisions of lawequity shares

d in accordanc

Board may al from time to ck Option (ES

to defray th plant whichso much of thsubject to th

he same to capant.

arments Limi

Court of Lawerable/marke

d in the Regisnd all or any er of the shareverally as w share and fo

lder. the Companyrs as the holdhe records od to recognisehare on the pThe Board shany two or

f any, of the may, from time

s including the time Directouch terms as m

h the authoritiw as may be of the Compce with the law

lso issue bond time. All such

SOP) scheme t

he expenses oh cannot be mhat share capihe conditionspital as part o

ited

w or a etable

ster of other es, be

well as or all

y shall der of of the e any

part of hall be

more

e to he ors may ies

any. ws

ds, h to be

of the made ital as s and of the

29

30

31

32 33 34

35

38

LIE 39

FO

Thanrestheap

Notice o Fif

of Calls to d

A pa

Call may A

Joint-hol Th

Power of Th

calCalls to c

If anaptimren

Partial p

Nefronoprhe

EN Compan

Thfuljoipaeqfulresshshpa

ORFEITURE O

he Board maynd subject to spect of all me amount of

ppointed by thf calls. fteen day's no payment anddate from res

call shall be dassed at a meey be revoked call may be relders, jointly ahe joint-holdef Board to ext

he Board maylls under Articarry interest

any member ny such extensppointed for tme, be fixed bnder it obliga

payment not to

either receipt om any membor any indulgeclude the C

ereinafter prov

ny to have lienhe Company lly paid-up sintly) with otayable or notquitable interell affect. Suchspect of such

hares/debentuhares/debentuart to be exemOF SHARES

y, from time to

the conditionmoneys unpaid

every call sohe Board. A c

otice in writind the person osolution.

deemed to haeting of the Boor postponedevoked or poand severally

ers of a share stend time for y, from time ticle 29. t.

fails to pay asion thereof athe payment by the Board atory for the Bo preclude fo

by the Compber to the Coence granted

Company frovided.

n on shares. shall have a shares/debenthers) and up) called or p

est in any shah lien shall eh shares/debures shall oures. The Dir

mpt from the p

o time, subjecns of allotmed on the shar

o made on himall may be ma

ng of any callor persons to

ave been madoard.

d ostponed at thy liable to payshall be jointl payment of cto time at its

any call due as aforesaid, hthereof to tim not exceedin

Board to demaorfeiture.

pany of a porompany in res by the Comp

om thereafter

first and parntures) registpon the proceayable at a f

ares shall be cextend to all benture. Unleoperate as arectors may aprovision of th

286

ct to the termsent by a resolres held by thm to the persade payable b

l be given by whom such c

de at the time

he discretion oy calls ly and severalcalls. discretion, ex

from him onhe shall be liame of actual ng 9 per cent and or recove

rtion of any mspect of his spany in resper proceeding

ramount lien tered in the eeds of sale

fixed time in created excep dividends aess otherwisa waiver ofat any time dhe clause.

s on which anlution passed

hem respectivson or personby instalment

the Companycall shall be p

when the res

of the Board.

lly liable to p

xtend the tim

n the day appable to pay intpayment at sper annum b

er any interes

money which shares, either ect of the pay to enforce a

upon all thename of sucthereof for a respect of sut on the cond

and bonuses e agreed thef the Compdeclare any sh

Scotts Ga

ny shares mayd at a meetinely and each ns and at thets.

y specifying taid.

solution autho

ay all calls in

me fixed for th

pointed for paterest on the ssuch rate as sbut nothing int from any su

shall from ti by way of pr

yment of any a forfeiture o

e share/Debench member (wall moneys (wuch shares/d

dition that thifrom time toe registration

pany’s lien hares/debent

arments Limi

y have been isng of the Boa member shale times and p

the time and

orising such c

respect there

he payment o

ayment theresame from thshall, from timn this Article

uch member.

me to time berincipal or in such money,of such shar

ntures (otherwhether sole

whether presdebentures anis Article willo time declarn of a transfif any, on tures wholly

ited

ssued ard in ll pay places

place

call is

eof.

of any

eof, or he day me to

e shall

e due nterest , shall res as

r than ely or sently nd no l have red in fer of

such or in

42

44

47

48

51

52

TR

53

54

If money If

pathehimof

In defau If t

in or Bopa

Member

Anpaexintpeif i

Effect of

Thallinc

Cancella

Upcerdecanduthe

Po

Thoth

RANSFER AN

Transfer In

haan

Register Th

paInstrume

y payable on sany member

ayment of theereafter, durim to pay the such non-paylt of paymentthe requirem respect of wh instalments,

oard to that eayable in respr still liable to

ny member way and shall penses owinterest thereon

ercent per annit thinks fit. forfeiture

he forfeiture ol claims and cidental to the

ation of share

pon any sale,rtificate of sh

emand by the ncelled and b

uplicate certifereto.

ower to annul

he Board mayherwise dispo

ND TRANSMI

r or transmiss the case of tr

as not issued nd fungible fo of Transfer

he Company sarticulars of event of transfer

share not paid fails to pay ae same or anng such time same togetheyment. t, shares to beents of any suhich such not interest andeffect. Such f

pect of the forf pay money o

whose shares forthwith pa

g upon or inn from the tinum as the Bo

of a share sha demands ae share, excep certificates in

re-allotmenthares originall

Company habecome null aficate or certif

l forfeiture

y at any timosed off, annuISSION OF SH

ion of shares ransfer or tranany certificat

orm in a Depo

shall keep a `very transfer r

d notice to beany call or inny such exten as the call or

er with any in

e forfeited. uch notice as tice has been

d expenses duforfeiture shafeited share aowing at the t

have been foay to the Con respect of sime of the fooard may det

all involve extgainst the Cpt only such on respect of fo

t or other disply issued in reave been prevand void and ficates in resp

me before anyul the forfeituHARES

nsmission of stes and whereository, the pr

`Register of T or transmissi

287

e given to memnstalment of a

nsion thereofr instalment rnterest that m

aforesaid sha given, may aue in respect all include aland not actualtime of forfeit

orfeited shall ompany on dsuch shares a

orfeiture untiltermine and t

tinction at theCompany, in of those rightsorfeited share

posal under tespect of the rviously surren of no effect, pect of the sa

y share so foure thereof up

shares or othee such sharesrovisions of th

Transfer' and ion of any sha

mbers a call on or bef as aforesaid

remains unpamay have accru

all not be comat time therea thereof, be fll dividends lly paid beforture and inter

not withstandemand all cat the time ol payment, atthe Board ma

e time of the respect of t

s as by these aes.

the provisionrelative sharendered to it byand the Direcaid shares to

rfeited shall pon such cond

er marketables or securitieshe Depositori

therein shall are held in ma

Scotts Ga

efore the dayd, the Board

aid, give noticued by the Co

mplied with, eafter before pforfeited by adeclared or a

re the forfeiturest.

nding the forfcalls, instalmof the forfeitut such rate n

ay enforce the

forfeiture, ofthe share andarticles are ex

ns of the precee shall (unlessy the defaultictors shall be the person o

have been sditions as it th

e securities whs are being hees Act, 1996 s

be fairly andaterial form.

arments Limi

y appointed fo may at any

ce to him requompany by re

every or any ayment of all

a resolution oany other mo

ure.

feiture, be liabments, interest

ure, together not exceedinge payment the

f all interest ind all other rxpressly saved

eding Articles the same shaing member) e entitled to isor persons en

sold, re-allottehinks fit.

here the Comeld in an electshall apply.

d distinctly en

ited

or the y time uiring eason

share l calls of the oneys

ble to t and with

g nine ereof,

n and rights d.

es, the all on stand

ssue a ntitled

ed or

mpany tronic

ntered

55

56

58

ThAcres

Directors

Su(Rbynois theanshpehaof

Demater Co

he instrumentct, 1956 and sspect of all tras may Refuse

ubject to the pRegulation Acy giving reasoot and the righalready a mee date on whi

nd transferor hall not be referson or persoas a lien on th them not beinrialisation of Sompany to rec

(i) Either securitirespectparties governany sta

(ii) Notwitdemateand/orAct and

(iii) Every option Compareceipt ad the B

(iv) All secNothinDeposi

(v) NotwitDepositransfer

(vi) Same asecuriti

t of transfer sstatutory moansfer of shar

e to Register T

provisions ofct, 1956, the Don, decline to ht of refusal, mber of the Cich the instrunotice of the fused on the ons indebted e shares Howng held in maSecurities cognise intere

the Companies (includingt thereof shal concerned a

ned by the ptutory modif

thstanding anerialise its exr offer Its fresd the rules fra

person subto receive s

any shall Intim of the InformBeneficial Ow

curities held ng contained

tory in respec

thstanding antory shall br of ownershi

as otherwise pies shall not h

shall be in wrodification theres and registTransfer

f Section 111 Directors may register or a shall not be aCompany butment of trans refusal to regground of thto the compa

wever, no tranarketable lots

est in demate

ny or the ing shares) withl be dematerand matters provisions of fication there

nything contaxisting securitsh securities amed thereun

bscribing to security certifmate such De

mation, the Dwner of the se

by a Deposiin Sections

ct of the secu

nything to thbe deemed toip of security

provided In (have any vot

288

riting and all ereof for the ration thereof

of the Act ay, at their owcknowledge aaffected by tht in such casessfer was lodgegister such tr

he transferor bany or any accnsfer of sharess.

rialised secur

nvestor may eh a Depositoialised, in wh connected t the Depositoto or re-enact

ained in theseties, dematerin the demat

nder, If any.

or holding ficate or to hepository the

Depository shacurity.

itory shall be153, 153A, 1

urities held b

he contrary co be the regi on behalf of t

(1) above, theting rights or

provisions otime being sf.

and Section 2wn absolute an

any transfer ohe circumstans, the Directoed with the C

ransfer providbeing either count whatsos/debentures

rities under D

exercise an ory in electronhich event ththerewith or ories Act, as tment thereof

e Articles, therialise its secterialised form

securities ohold the sec details of allall enter in its

e demateriali87C and 37

by it on beha

contained inistered ownethe Beneficial

e Depository any other rig

Scotts Ga

f Section 108 shall be duly

22A of the Send uncontrolof shares whe

nce that the prors shall withiCompany, sended that regisalone or joint

oever except ws shall be refu

Depositories A

option to issuenic form and

he rights and incidental tamended frof.

e Company surities held

m pursuant to

of the Compacurity with lotment of ths record the n

ised and be 72 of the Actalf of the Bene

n the Act oer for the pul Owner.

as the registghts in respec

arments Limi

of the Comp complied w

ecurities Conled discretionether fully paroposed transin one monthnd to the transstration of tratly with any

when the comused on the gr

Act.

e, deal in, hold the certifica obligations othereof, sha

om time to tim

shall be entitlIn the Deposo the Deposi

any shall hav a Depository

he security, aname of the al

in fungible t shall applyeficial Owner

or the Articurpose of effe

tered owner oct of the secu

ited

panies ith in

ntracts n and aid or sferee

h from sferee ansfer other

mpany round

ld the tes in of the all be me or

led to sitory tories

ve the y, the nd on lottee

form. y to a rs.

cles, a ecting

of the urities

held by

(vii) Every Owner Compasubject

(viii) ExceptCompamembeshares shall nointerestany rigthese Anotice tjoint na

(ix) Every Dname othe bye

(x) Upon ragreemcertificarespect

(xi) If a BeBeneficreceipt the Comfrom thmay beOwner

(xii) Notwitheld inDeposidiscs.

(xiii) Exceptof shareshall bephysica

(xiv) Notwia Dep

y it.

person holdi in the reco

any. The Bene to all the liab

t as orderedany shall be ers as holderin the record

ot be bound tt in any share

ght in respectArticles, on ththereof, but tames of any tw

Depository sof the Beneficie-laws and the

receipt of certment with the

ate and substt of the said se

eneficial Owncial Owner s of informatiompany. The

he Depositorye specified by or the transfe

thstanding ann a Depositortory on the C

t as specificales, calls, lien e applicable al form subjec

ithstanding anository, the

ng securities rds of the D

eficial Owner bilities in resp

by a court entitled to trs of any sha

ds of the Depo recognise a

e, or (except ot of a share ohe part of anythe Board shawo or more p

hall furnish ial Owner at se Company in

tificate of secue Depository titute in its reecurities and

ner seeks to oshall inform on as above mCompany sh

y and on fulfiy the regulateree as the ca

nything in thery, the recordCompany be

lly provided on shares, forto shares hel

ct to the prov

nything in thCompany s

289

of the CompaDepository sh of securities

pect of his secu

of competenreat the persoare or where pository as thny benami tru

only as is by thother than any other persoall be at their

persons or the

to the Compsuch intervalsn that behalf.

urities of surr through a Pecords the namshall also info

opt out of a the Deposito

make approphall, within thilment of suchtions, issue tse may be.

e Act or theseds of the ben means of ele

in these Artirfeiture of shld in Depositisions of the D

e Act or theseshall intimat

any and whoshall be deemshall be entitlurities which

nt jurisdictioon whose na the name aphe absolute oust or equitabhese Articles,n absolute rigon whether or sole discretie survivor or s

pany about ths and in such

render by a pParticipant, thme of Deposiorm the Depo

Depository iory accordin

priate entries hirty (30) dayh conditions athe certificate

e Articles to thneficial owneectronic mod

icles, the provares and trantory so far aDepository A

e Articles, whte the detail

Scotts Ga

se name is enmed to be thled to all the r

h are held by a

n or as requame appears ppears as Beowner thereoble, contingen, otherwise exght thereto inr not it has eion to registesurvivors of t

he transfer o manner as m

person who hhe Company itory as the reository accord

in respect ofngly. The De

in its recordsys of the recand on payme of securities

he contrary, tership may be or by deliv

visions relatinnsfer and trans they apply

Act.

here securitiesls thereof to

arments Limi

ntered as Benehe member orights and bea Depository.

uired by lawon the regist

eneficial Ownof and accordnt, future or pxpressly provn accordanceexpress or imer any share ithem.

of securities imay be specifi

has entered in shall cancel egistered owndingly.

f any securityepository shas and shall inceipt of intim

ment of such fes to the Bene

these securitiebe served by very of floppi

ng to joint honsmission of s

to shares he

s are dealt wio the Depos

ited

eficial of the nefits

w, the ter of

ner of dingly partial vided) with

mplied in the

in the ed by

nto an such ner in

y, the all on nform

mation ees as eficial

es are such ies or

olders shares eld in

ith by sitory

61

Death of Ev

maCo

Wjoipema

Noor depuCoor relno

Wcanenthe

immed

(xv) The shdenomshall ndematehereinbshare horigina

(xvi) The Cand indrespectmateriaany forby a Deand indfor the country

(xvii) The Cand disform.

f one or more very holder ofanner prescriompany shall

here the sharintly, all the erson to whomay be shall ve

otwithstandin in any dispo

ebenture(s) ofurports to conompany the n on the deathlation to suc

omination is v

here the nomn make a nom

ntitled to the se minority.

diately on allo

hares in the inations, prov

not apply to erialised in fubefore mentioheld in materally distinguis

Company shadex of Debentively, and thal and dematerm of electronepository unddex of Memb purpose of ty outside Indi

Company shastinctly partic

joint-holdersf share(s) in aibed under th vest in the ev

re(s) in and /joint holdersm all the righest in the even

ng anything cosition, whethf the Compannfer on any

nominee shallh of all the joh share(s) an

varied cancell

minee is a minmination in thshare(s) in an

tment of such

capital be nvided howevthe shares o

uture or issuedoned, no sharrial form shalshed.

all cause to bnture holderhe Depositorierialised formnics media. Tder Section 11ers and Registhe Act. The ia a branch R

all keep a Reculars of ever

s of securitiesand/or debenhe Act a persvent of his de

/or debentures may togethhts in the shant of death of

contained in aher testamentny, where a no

person the rl on the deathoint holder, and/or debenled in the man

nor the holderhe manner prnd/or debent

290

h securities.

numbered prver, that the pof the Compd in future inre shall be sull continue to

be kept a Regrs in accordaies Act, with

ms in any medhe Register a1 of the Deposter and indeCompany shegister of Me

gister of Tranry transfer or

. nture(s) of theson to whom

eath.

e of the Comper nominate are(s) and/or all the joint h

any other lawtary or otheromination maright to vest h of the shareas the case m

nture(s) to thnner prescribe

r of the sharerescribed undtures(s) of the

rogressively aprovision relapany which an dematerialiub-divided. Eo bear the nu

gister and indance with Sech details of sdia as may beand index of ositories Act sex of Debentuhall have the mbers residen

nsfer and shar transmission

e Company mm his share(s)

pany, are heldin the mann

r debenture(sholders.

w for the time wise, in respade in the mathe share(s)

eholder and/may be, became exclusion oed under the

e(s) in and/order the Act toe Company in

Scotts Ga

according ating to prograre demateriised form. ExcEvery forfeiteumber by wh

dex of Membections 151 anshares and de permitted b Beneficial Oshall be deem

ure holders, a power to kent in that stat

all have recorn of any shar

may at any tim in and/or d

d by more thner prescribeds) of the Com

being in forceect of such sh

anner prescribin and/or dor debentureme entitled tof all other p

e Act.

r debenture(so appoint anyn the event o

arments Limi

to their seressive numbialised or macept in the maed or surrendhich the same

ers and a Rend 152 of the

debentures hey law includi

Owners maintmed to the Reas the case maeep in any state or country.

rded therein re held in ma

me nominate idebenture(s) o

han the one pd under the A

mpany, as the

e or in these ahare(s) in , anbed under thebenture(s) o

e holder conceto all the righperson unles

s) of the Compy person to be

f his death d

ited

everal bering ay be anner dered e was

gister e Act eld in ing in ained gister ay be, ate or

fairly aterial

in the of the

erson Act a e case

article nd/or he Act of the erned hts in ss the

pany, ecame uring

62

63

64

65

Noof Bo

To

Tosh

If tansigcer

Alregtrathecas

A dewodeor rel

Prbecoboreq

No trans No

miRegistrat

Suin me(wsuthesoneeleprof

otwithstandin the provision

oard and subje

o be registered

o make such hareholder and

the person bend/or debentgned by him rtificate of the

ll the limitatigistration traansfer as afore notice or trse may be. person, being

eath of the shaould be entiebenture(s) ex debenture(s)lation to meet

ovided that te registered hmplied with

ounces or othquirement of sfer to infant, o share shall ind. tion of person

ubject to the p consequenceeans other th

which it shallustains the chae Board thinkme person no

evertheless, thection by exeovisions here the shares.

ng anything cn of Article 6ect as hereina

d himself as h

transfer of thd debenture h

eing a nomineure(s) himsel starting thate deceased sh

ion restrictionansfer of sharresaid as if thansfer were a

g nominee beareholder shaitled if he wxpect that he ) be entitled ting of the Co

the Board mahimself or to within ninety

her moneys the notice ha etc. in any circum

ns entitled to

provisions of tes of the deathan by transfel not be undaracter in resks sufficient, eominated by hat if such pecuting in fav

ein contained

contained in t60 upon the pafter provided

holder of the s

he share(s) anholder as the

ee so becominlf he shall det he so elects

hareholder an

n and provisre(s) and/or he death of tha transfer sign

ecoming entitall be entitledwere the regshall not, bef

in respect oompany.

ay, at any tim transfer the y days, the Bpayable in

ave been comp

mstances be tr

share otherw

the Act and Ah, lunacy, ban

er in accordander any obligspect of whicheither be regi him and apperson shall e

vour of his no and until he

291

these article aproduction od may elect ei

share(s) and/

nd/ or debencase may be c

ng entitled eleeliver or sens and such n

nd/or debentu

sion of the Adebenture (s

he share holdned by that s

tled to the shd to the same gistered a mfore being regf it to exerci

me give notice share(s) and

Board may herespect of thplied with.

ransferred to

wise than by tr

Articles 60 annkruptcy or i

nce with thesegation to giveh he proposestered himselproved by theelect to have ominee an ins does so, he sh

any person whof such evidenither.

/or debenture

nture(s) as thcould have m

ects to be regnd to the Comnotice shall beure holder, as

Act relating tos) shall be apder/debenturshareholder a

hare(s) and/or dividend and

member in registered a meise any right

requiring and/ or debentereinafter withe share(s) a

o any infant, i

ransfer.

d 61 any persinsolvency ofe articles maye), upon pros to act undelf as the holde Board regishis nominee strument of thall not be fre

Scotts Ga

ho became a nce as may b

e(s) as the case

e case may bmade.

istered as holmpany, notice accompanies the case may

o the right topplicable to ae holder had

and/or deben

r debenture(sd other advaespect of hisember in resp conferred by

ny such persoture(s) and ifhhold paymeand/or debe

insolvent or p

son becomingf any membery with the con

oducing such er this Articleer of the sharstered as such registered, htransfer in aceed from any

arments Limi

nominee by vbe required b

e may be or

be as the dece

lder of the shce in writing ed with the dy be.

o transfer anany such notid not occurrednture holder a

s) by reason oantage to whis share(s) anpect of his shy membershi

on to elect eithf the notice ient of all divienture(s) unti

person of uns

g entitled to sr or by any lansent of the B evidence th

e or of such tires or elect toh holder provhe shall testifccordance wit liability in re

ited

virtue by the

eased

are(s) duly death

nd the ice or d and as the

of the ich he nd/or are(s) ip in

her to is not idend il the

sound

shares awful Board

hat he itle as

o have vided fy the th the espect

66

67

BO 70

71

72

73

74

Persons

A sudis

No Fee o

Noando

ORROWING PPowers t

Subyof motogCoof Bo

Payment

Thupincpathean

Terms of

Anothdeallanon

Register Th

14CotheBo

Register

ThDeto tha

entitled may

person entitluch dividendsscharge for, aon transfer or

o fee shall bend Letters of aocument withPOWERS to borrow

ubject to the py a resolution calls or otheroney for the gether with ompany's ban the Compan

oard shall not t or repaymen

he payment orpon such tercluding by th

art of the prope time being a

ny equities betf issue of Deb

ny debentureherwise and

enomination, lotment of sh

nd otherwise. nly with the co of Mortgages

he Board shal3 of the Act o

ompany; and e act in that

oard. and Index of

he Companyebenture-hold keep in any at State or Co

receive divid

led to a shares or money aany dividends transmission

e charged foradministrationh the Compan

provision of Se passed at a mrwise and genpurpose of ththe moneys

nkers in the orny and its free borrow suchnt of moneys

r repayment ms and con

he issue of debperty of the Cand debenturtween the Co

bentures.

e, debenture- may be issuand with anares and atten Debentures wonsent of the s, etc. to be kell cause a proof all mortga shall cause thbehalf to be

f Debenture-h

y shall, if atders in accordstate or coun

ountry.

dend.

e by transmisas hereinaftes or other monn.

r registration n, Certificate

ny.

ection 292 of meeting of thnerally raise he Companyalready borr

rdinary course reserves (n

h moneys with borrowed.

of moneys boditions in albentures or dCompany (bores, debentureompany and th

stock or otheued on condny privileges nding (but nowith the right Company in ept. oper Register ages, debenturhe requireme duly compli

holders.

t any time dance with Sentry outside I

292

ssion shall, sur provided, bneys payable

of transfer, t of Death or M

the Act the Bhe Board accep

or borrow ory. Provided hrowed (apartse of businessot being resehout the cons

orrowed as afll respects as

debenture-stocoth present ane-stock and othe person to w

er securities ition that the and conditiot voting) at Gt to conversio General Mee

to be kept inres and charg

ents of Sectionied with, so f

it issues deection 152 of tIndia a branc

ubject to the be entitled to in respect of

transmission,Marriage, Pow

oard may, fropt deposits frr secure the powever, whet from temp

s) exceed the aerves set aparent of the Com

foresaid may s the Ordinack of the Comnd future), inther securitiewhom the sam

may be issuey shall be cons as to reGeneral Meet

on into or alloeting accorded

n accordance ges specificalns 118, 125 anfar as they fa

ebentures, kethe Act. The C

ch Register of

Scotts Ga

right of the Do receive and the share.

Probate, Sucwer of Attorn

om time to timrom memberspayment of anere the moneyorary loan oaggregate of trt for any spempany in Gen

be secured inary Resolutio

mpany, chargencluding its us may be madme may be is

ued at a discoconvertible indemption, sutings, appoinotment of shad by a Special

with the proly affecting th

nd 127 to 144 all to be com

eep a RegistCompany shaf Debenture-h

arments Limi

Directors to rd may be giv

ccession certiey or similar

me at its discrs either in advny sum or sumys to be borrobtained fromthe paid up caecific purposeneral Meeting

n such manneon shall presed upon all o

uncalled capitde assignablesued.

ount, premiunto shares ofurrender, dra

ntment of Direares shall be isl Resolution.

ovisions of Sehe property o(both inclusiv

mplied with b

ter and Indeall have the pholders reside

ited

retain ven a

ificate other

retion vance ms of owed

m the apital e) the g.

er and scribe

or any tal for e from

um or f any

awing ectors ssued

ection of the ve) of

by the

ex of power ent in

SH

75

76

77

78

ME

81

HARE WARRA

Power to Th

Sewhshto shto

Deposit

Thansigexfrothe

No

Thde

Privilege Su

sigprCo

Thadthe

Issue of n Th

shde

EETINGS OF

Annual G

ThadMeshestmolap

ANTS

o issue share whe Company ctions 114 anhich is fully p

hare and authe the identity o

hare, and the a time require,of share warr

he bearer of and so long asgning a requiercising the o

om the time oe share includ

ot more than

he Company epositor. es and disabil

ubject as heregn a requisitiivileges of a m

ompany.

he bearer of advantages as ie warrant, annew share wa

he Board mayhare warrant estruction. MEMBERS

General Meet

he Company ddition to anyeetings shall

hall be held wtablished andonths after thpse between t

warrants. may issue s

nd 115; and apaid upon apenticated by of the person amount of the, issue a sharerant

a share warrans the warranisition for ca

other privilegof deposit, as ded in the dep

one person sh

shall, on tw

lities of the hoein otherwiseion for callingmember at a m

a share warrif he were nam

nd he shall be arrant or coup

y, from time toor coupon m

ting—Annual

shall in eacy other meeti be called “E

within six mond thereafter ahe expiry of ethe date of on

share warrantccordingly th

pplication in wsuch evidenc signing the ae stamp duty e warrant.

nt may at anynt remains soalling a meetiges of a memb if his name wposited warra

hall be recogn

wo days' writ

olders of shar expressly prg a meeting omeeting of th

rant shall be med in the Re a member of pon. o time, make may be issue

l Return.

h year hold ings in that y

Extraordinarynths after thean Annual Geeach financiane Annual Ge

293

ts subject to he Board maywriting signece (if any) as tapplication, a on the warra

y time deposo deposited, ting of the Cober at any mewere insertedant.

nised as depo

tten notice, r

re warrant. rovided, no pof the Compa

he Company, o

entitled in aegister of Me the Company

rules as to thed by way o

a General Myear. All Gen

y General Mee expiry of theneral Meetinl year provid

eneral Meetin

and in accoy in its discred by the persthe Board ma

and on receiviant and such f

sit the warranthe depositorompany, andeeting held aft in the Regist

ositor of the sh

return the de

persons shallany or attendor be entitled

ll other respembers as the y.

he terms on wof renewal in

Meeting as itneral Meetingeetings”. The e financial ye

ng of the Comded that not mng and that of

Scotts Ga

ordance with etion, with resons registereay, from time ing the certififee as the Boa

nt at the officer shall have

d of attendingter the expiryter of Membe

hare warrant.

eposited shar

, as bearer od or vote or e

d to receive an

ect to the sam holder of the

which (if it shan case of de

ts Annual Gegs, other than first Annualear in which mpany shall bmore than fiff the next. No

arments Limi

the provisiospect to any

ed as holder o to time requicate (if any) oard may from

e of the Compthe same rig

g, and votingy of two clearers as the hold

.

re warrant t

f a share waexercise any

ny notices from

me privilegese share includ

all think fit) aefacement, lo

eneral Meetinn Annual Gel General Methe Companybe held withfteen months

othing contain

ited

ons of share of the

uire as of the

m time

pany, ght of g and r days der of

o the

rrant, other m the

s and ded in

a new oss or

ng in eneral eeting y was in six shall

ned in

82

86

thetheMehosodeCoMeanMeAnanStahomeCaacc

Extraord Th

uponma

Twenty o At

whbupethevo95meMeReapremevcoof bucostashto be

e foregoing pe provisions eeting may b

ours, on a dayme other pla

etermine and ompany may eetings. Every

nd the Auditoeeting whichnnual Genera

nd Audited Statement of A

oldings whicheeting. The Boapital, Balanccordance with

dinary Generahe Board maypon a requisitne-tenth of suatter in respecone days' nott least Twentyhomsoever ca

usiness to be ersons as are ue case of an A

ote thereat an percent of sueeting, a meeeeting, if any

eports of theppointment omuneration o

vent, there shancerning each every Direct

usiness relatempany of evatement if the

hare capital of any docume

e specified in t

provisions shaof Section 16

be held. Everyy that is not ace within thethe Notices c in any one Ay member of

or of the Comh he attends oal Meeting oftatement of AAccounts), theh latter registoard shall cau

ce Sheet and h Sections 159al Meeting. y, whenever ition in writin

uch of the paidct of which thtice of meetiny-one days' nalled specifyi transacted tunder these AAnnual Generd in case of auch part of theting may bey business ote Board of Df Directors inof the Auditoall be annexedh such item otor of the cos to, or affecery Director, e extent of suf that other cont by the methe statement

all be taken a

66(1) of the Ay Annual Gena public holide city in whicalling the Me

Annual Genera the Compan

mpany shall hon any part of the Compan

Accounts, Aude Proxy Regter shall remuse to be prep Profit and L9, 161 and 220

it thinks fit, cng by any memd up capital a

he requisitionng to be givennotice of everng the day, pthereat shall Articles entitlral Meeting w

any other meehe paid-up she convened bther than (i) Directors andn place of thors is to be trd to the notic

of business, inoncern, and tcts any other and the Manuch share-holompany. Wheeeting, the timt aforesaid.

294

as affecting thAct to extend

neral Meetingday, and shallch the office oeeting shall spal Meeting fix

ny shall be enhave the righ

of the businesny, there shalditor's Report

gister with prmain open anpared the AnnLoss Account0 of the Act.

call an Extra omber or memas at that dat

n has been ma.

ry General Meplace and hoube given in

led to receivewith the conseeting, with th

hare capital ofby a shorter the consider

d Auditors, hose retiring, ransacted, ance of the Meetncluding in pathe Manager,r company, thnager if any, lding interestere any item ome and place

he right confethe time withg shall be call be held at thof the Compapecify it as thex the time for

ntitled to attenht to attend ass which concll be laid on t (if not alreadroxies and thd accessible nual List of mt and forward

ordinary Genmbers holdingte carries the ade.

eeting—Annuur of meeting

the manner notice from ent in writing

he consent of f the Compan notice. In thration of the

(ii) the decl (iv) the app

nd in the caseting a statemearticular the n, (if any). Whe extent of of the Comp

t is not less thof business cowhere the do

Scotts Ga

erred upon thhin which anlled for a timhe Office of tany is situate e Annual Gen its subsequennd either in pand to be heacerns him as the table the

dy incorporathe Register oduring the c

members, Sumd the same t

neral Meetingg in the aggreright of votin

ual or Extraog, and the gen hereinafter pthe Companyg of all the mmembers hol

ny as gives a rhe case of anAccounts, B

laration of dointment of, e of any otheent setting ounature or inte

Where any sucshareholdingany shall alsohan 20 per ce

onsists of accoocument can

arments Limi

he Registrar uny Annual Geme during busthe Company as the Boardneral Meetingnt Annual Ge

person or by pard at any Ge

Auditor. At e Director's Rted in the Au

of Directors' continuance ommary of the Sto the Registr

g and it shall egate not lessng in regard t

ordinary — anneral nature oprovided, to y. Provided th

members entitllding not lessright to vote an Annual Gealance Sheetsdividend, (iii and fixing oer meeting, inut all materialerest if any, thch item of spg interest in o be set out ient of the paording of app be inspected

ited

under eneral siness

y or at d may g. The eneral proxy eneral every

Report udited

share of the Share rar in

do so s than to the

nd by of the such hat in led to s than at the eneral s and i) the of the n any l facts herein pecial other

in the id-up

proval d shall

88

89

90

91

97

100

VO 101

General No

trame

Quorum

Fiv

If quorum If

CoMesamnotowdehoanan

Chairma Th

AnprChViwishprthe

Scrutinee

Wthealwprat va

Passing o0 Su

resba

OTES OF MEMMember

1 Nomesh

Meeting not to General Mansact any bueeting was co

m at General M

ve Members p

m not presenat the expir

ompany, a quembers, shallme day in the

ot a public hown or village

etermine, andour from the tnd may transany notice of anan of General he Chairman nnual or Extresent within

hairman shallice Chairmanithin fifteen m

hall elect anotesent declinee Chairman. ers at poll.

here a poll is e vote given oways be a meovided such a any time bef

acancies in theof resolutions

ubject to the solutions by

allot from timeMBERS rs in arrears no member sheetings of cla

hares registere

to transact bu

Meeting, Annuusiness which

onvened. Meeting.

present in per

nt meeting to bration of halfuorum shall nl stand dissole next week ooliday at the e in which th

d if at such adtime appointact the businen adjournmen Meeting. of the Board

ra Ordinary. I fifteen minul be entitled to

n if he/they aminutes of thether Director

e to take the c

to be taken thon the poll anember (not bea member is afore the resue office of scrus by postal ba

provisions opostal ballote to time.

not to vote. hall be entitleass of sharehoed in his nam

usiness not mual or Extraoh has not be

rson shall form

be dissolved of an hour frnot be presenlved, but in a

or if that day isame time anhe Registered

djourned meeed for holdiness for which nt or of the bu

shall be entiIf the Chairmutes of the tio take the chaare unable/une time appoinr as Chairmachair, then th

he Chairman nd to report teing an officeavailable and

ult of the pollutineer arisinallot of Section 19t) rules, 2001

ed to vote eitolders either e on which an

295

entioned in thordinary, shaeen mentione

m a quorum f

or adjourned.rom the timent, the Meetinany other casis a public hond place or ad Office of theting, a quorung the meetin the Meeting

usiness to be t

itled to take tman is unable

ime appointeair at such menwilling to ta

nted for holdian, and if no he members p

of the meetinthereon to himer or employe

d willing to bel is declared

ng from such r

92A of the A, the Compa

ther personalupon a showny calls or oth

he notice. all be compeed in the not

for a General

. e appointed ng if convenedse the Meetinoliday until that such other he Company

um is not presng, the Memb was called. Itransacted at

the chair at e or unwilling ed for holdineeting. If therake the chairing such mee Director is

present shall e

ng shall appom. One of theee of the Com

e appointed. Tto remove a

removal or fro

Act read witany may pass

lly or by prow of hands orher sums pre

Scotts Ga

etent to enterice or notice

Meeting.

for holding d by or upon

ng shall standhe next succee time and pla

y is situated asent at the exbers present sIt shall not bean adjourned

every General to take the c

ng such meetre be no such r, or if he/theting, then thepresent, or ifelect one of t

int two scrutie scrutineers mpany) preseThe Chairman scrutineer from any other

th the Comps resolutions

oxy at any Gr upon a pollsently payabl

arments Limi

r upon discus upon whic

a meeting on the requisitid adjourned teding day whace within thas the Board

xpiration of hashall be a quoe necessary tod meeting.

l Meeting whchair or if he iting then the Chairman aney are not pre Directors prf all the Diretheir number

ineers to scruso appointed

ent at the meen shall have prom office anr cause.

panies (passin by way of p

eneral Meetinl in respect ole by him hav

ited

uss or ch the

of the ion of to the hich is e city

d may alf an orum, o give

hether is not

e Vice nd/or resent resent ectors to be

utinise d shall

eting, power nd fill

ng of postal

ng or of any ve not

102

103

105

106

107

108

beNumber

2 SuresforArhaevmeshmevopr

Casting o3 On

prvo

Votes of

5 If tor as thesaianbena

Voting in

6 Suboin samwh

Votes in

7 Anresthacasshpr

Appoint

8 Evapco

een paid or in r of votes to w

ubject to the strictions as rming part ofrticle shall beands every mvery member ember presen

hare capital ofeeting of the

ote only on reeference sharof votes by a n a poll takenoxy or other p

otes or cast in joint-membe

there be joint may appoint if he were soe meeting anid persons so

nd to vote in re present at thame shares stan person or b

ubject to the pody corporate accordance wme rights anhich he repres respect of sh

ny person enspect thereof at forty-eightse may be at

hares and giveeviously adm

tment of prox

very proxy (wppointer or hirporation, or

regard to wh

which Membe

Provisions oto voting forf the capital oe entitled to b

member presen present in pnt in person of the CompanCompany, sa

esolution placres. member entitn at a meetinpersons entitl the same way

ers.

t registered hot another pers

olely entitled td, if more tha

o present whorespect of suchhe meeting. Sand shall for ty proxy.

provisions ofe being a memwith Section 1d powers (insents as that bares of deceas

ntitled under in the same t hours atleaswhich he proe such indem

mitted his righy.

whether a mes attorney or be signed by

hich the Comper entitled.

of these Articr the time beof the Compabe present annt in person erson shall hor by proxy s

ny. Provided, ave as provideced before the

tled to more tng of the Comled to vote foy all the votes

olders of anyson (whetherthereto but than one of sucose name stanh shares, but Several executhe purpose o

f these Articlember may vote187 of the Act

ncluding the rbody could exsed and insol

Article 64 to manner as ifst before the toposes to vote

mnity (if any) ht to vote at su

ember or not if such appoy an officer or

296

pany has, and

cles and witheing attachedny, every me

nd to speak ashall have on

have one voteshall be in prhowever, if aed in Section e meeting wh

than one votempany a memor him as the cs he uses.

y shares, any or a member orhe proxy so apch joint holdend higher on the other or outors or admof these Articl

es votes maye either by a pt and such reright to vote xercise if it wlvent Member

transfer any f he were thetime of holdine he shall sati as the Directuch meeting i

t) shall be apointer is a corpr any attorne

d has exercise

hout prejudicd to any clasember, not disnd vote at sune vote and ue and upon aroportion to hany preferenc 87 (2) (b) of thich directly a

e. mber entitledcase may be,

one of such pr not) as his pppointed shalers be present the Register others of the jinistrators ofles be deemed

y be given eitproxy or by a epresentative by proxy) onere an individr.

share may ve registered hng the meetinsfy the Directtors may requin respect the

ppointed in wporate body u

ey duly autho

Scotts Ga

ed, any right o

ce to any spes of shares fsqualified by uch meeting, upon a poll ta poll the vothis share of te shareholderthe Act, he shaffects the rig

d to more thaneed not, if h

person may voproxy in respll not have ant at any meetishall alone bejoint-holders f a deceased d joint holder

ther personal representativ shall be entitn behalf of thdual member

vote at any Gholder of suchng or adjourntors of his riguire or the D

ereof.

writing undeunder the com

orised by it, a

arments Limi

of lien.

ecial privilegfor the time b the last prece and on a shothe voting rigting right of ethe paid-up er be present ahall have a rigght attached t

an one vote, ohe votes, use a

ote at any mepect of such shny right to speing that one oe entitled to sshall be entitlmember in w

rs thereof.

lly or by proxve duly authotled to exercishe body corpr.

General Meetih shares prov

ned meeting aght to transferirectors shall

er the hand ommon seal ofand any comm

ited

ges or being eding ow of ght of every

equity at any ght to to his

or his all his

eeting hares, eak at of the speak led to

whose

xy. A orised se the

porate

ing in vided as the r such have

of the f such mittee

110

115

116

DI 117

or the

Proxy to

0 A

Chairma

5 Thmeev

6 ThmaboMe

EaprmeCh

In by

Th

Althe

Noof regdeabafo

An

Ththede

RECTORS Number

7 UnSetw

1.M

guardian mae meetings.

o vote only on

member pres

an of the meet

he Chairman oeeting. The C

very vote tendhe Company aking within

ooks kept foreeting and in

ach page of eoceedings of eeting withinhairman with

no case the my pasting or ot

he minutes of

ll appointmene meeting.

othing herein any matter wgarded as def

etrimental to bsolute discretoresaid groun

ny such minu

he book contae Company a

etermine, for t

r of Directors ntil otherwisection 252 of

welve. The pre

Mr. Naseer A

ay appoint su

n a poll.

sent by proxy

ting to be the

of any meetinChairman predered at such

shall cause m thirty days or that purpo

nspection ther

every such b each meeting

n the aforesaidhin that period

minutes of protherwise.

each meeting

nts of Officer

n contained shwhich in the ofamatory of a the interest tion in regardnds.

utes shall be ev

aining the minand shall be the inspection

e determined the Act, the

esent Director

hmed

uch proxy. Th

y shall be entit

judge of vali

ng shall be theesent at the tapoll. minutes of aof the conclusose with theieof by memb

ook shall be g in such bookd period of thd, by a Directo

oceedings of a

g shall contain

rs made at an

hall require oropinion of thany person, o of the Comd to the inclus

vidence of th

nutes of procopen during

n of any mem

by a General number of th

rs of the Com

297

e proxy so ap

tled to vote on

dity of any vo

e sole judge oaking of a po

ll proceedingsion of everyir pages con

bers.

initialled or k shall be dathirty days oror duly autho

a meeting sha

n a fair and co

ny meeting af

r be deemed he Chairman o

r (b) is irrelevmpany. The C

sion or non-in

e proceeding

ceedings of Gg business ho

mber without c

Meeting of thhe Directors

mpany are:

ppointed shal

nly on a poll.

ote.

of the validityoll shall be th

gs of every Gy such meetinnsecutively nu

signed and ted and signe in the event

orised by the

all be attached

orrect summa

foresaid shall

to require theof the meetinvant or imma

Chairman of nclusion of an

s recorded th

General Meetinours, for suchcharge.

he Company shall not be

Scotts Ga

ll not have an

y of every vothe sole judge

General Meetng concerned,umbered. M

the last pageed by the Cha of the death Board for the

d to any such

ary of the pro

l be included

e inclusion inng (a) is or coaterial to the pthe meeting

ny matter in t

herein.

ng shall be kh periods as t

and subject toless than thr

arments Limi

ny right to spe

te tendered ate of the valid

ting to be kep, entries thereinutes of Ge

e of the recoairman of the or inability o

e purpose.

h book as afor

oceedings ther

d in the minu

n any such miould necessariproceedings, shall exercisthe minutes o

ept at the offthe Directors

o the provisioree nor more

ited

eak at

t such ity of

pt by eof in eneral

ord of same of the

resaid

reat.

tes of

inutes ily be or (c) se an

on the

fice of s may

ons of e than

118

119

120

121

2.

3.

8 SutheCocofol Wsu

HiCoMe

HeDi

9 Norevres

0 In pemaas thedirquso be

ThaptheanCooff

It ionenthe

Power to1 W

or

Mrs. Nuzhat

Mr. A. Arum

ubject to the pe number ofompany as a nditions as thllowing provi

hen no Execuubject to the su

is remuneratompany subjeeeting.

e shall not birector of the Cothing contaivoke, withdrsponsibilities connection w

erson for supay authorise “Collaboratoe Company rector shall n

ualify him for long as suc

etween the Co

he Collaboratppointed by ite person so a

nd such appoorporation or fice.

is clarified thne or more suntitled there me appointmeno appoint ex-ohenever Dire financial ins

Aisha Naseer

mugham

provisions of tf Directors o whole-time Dhe Board maisions:

utive Chairmupervision an

ion shall be ect to the pr

e required toCompany. ined in this Araw, alter, va conferred upwith any coll

pply of technisuch Compan

or”) to appoin(hereinafter

not be liable t the office of ch collaborat

ompany and s

tor may at at and may at tappointed, at ointment or any partner o

hat every collauch person or may at any timnt. officio Directoectors enter institution or an

r

the Act and wn the Board,Director of th

ay decide. A S

an is appointnd control of t

fixed by therovisions of t

o hold any q

Article shall bary or modif

pon or vested laboration arrical know-hony, Corporati

nt from time treferred to ato retire by ro such Directortion arrangemsuch Collabor

any time andthe time of su any time, apremoval sha

or such perso

aborator entit persons as Dme be as man

ors. nto a contractny person or

298

within the ove, the Board he Company Senior Execu

ted, the Wholthe Managing

e Board and the Act and

qualification s

be deemed to fy all/or any in or entrusterangement w

ow and/or mion, firm or pto time, any pas `Special Dotation and nr, so howeverment remainrator arrangem

d from time uch removal appoint any otall be made on and shall b

tled to appoinDirector(s) andny special dir

t with any Go persons (her

erall limit premay appoint for such per

utive so appoi

le-time Direcg Director or M

shall be pay approval of

share for his

restrict or pry of such poed to such wh

with any compmachinery or person (hereinperson or per

Director’) andneed not possr, that such Sp

ns in force uments or at an

to time remand also in theher person as in writing

be delivered to

nt a Director d so that if mrectors as the

overnment, Creinafter refe

Scotts Ga

scribed undet any Seniorriod and upointed shall be

tor or DirectoManaging Di

yable out of the Compan

appointmen

revent the rigowers, authohole-time Dirpany or corptechnical advnafter in this

rsons as Direcd may agree sess any qualpecial Directo

unless otherwny time there

move any suce case of deats a special disigned by so the Compan

under this Armore than onee Collaborator

entral, State orred to as “th

arments Limi

r these Articlr Executive oon such termse governed b

ors, shall funrectors.

the funds ony in the Ge

nt as a whole

ght of the Boaorities, dutiesrectors. poration or firvice, the Dire clause referr

ctor or Directo that such splification sharor shall hold wise agreed eafter.

ch special dirth or resignatiirector in his such Companny at its regis

rticle may ap Collaboratorrs eligible to

or Local, any he appointer”

ited

es for of the s and

by the

nction,

of the eneral

e-time

ard to s and

rm or ectors red to ors of pecial res to office upon

rector ion of place

ny or stered

ppoint r is so make

bank ”) for

124

125

126

130

boassshapCoberotsuor DiaprigremCo

Directors4 Su

frothesh

Directors5 Su

anvawh

Remune6 Su

whof on

Suthe

by

by

ThDiBopr19

Director 0 (a)

pa

orrowing any sistance or fo

hall have, subppointer shallompany one oe mentioned itation nor be

uch Director o nominate theirector or Di

ppointed or noghts and privmuneration aompany with s' power to ad

ubject to the pom time to time total numb

hall hold offices' power to fil

ubject to the pnd from timeacancy. Any phose place heration of Dire

ubject to the pho is in the w a monthly pa

ne way and pa

ubject to the pe whole-time

y way of mont

y way of comm

he fee payablirector, if any)oard of Direcescribed by t56. may contract) A Director oartner in such

money or for

or underwritibject to the pl have the rigor more Direin the agreeme required to or Directors mem and the airectors ceasiominated undileges exercisand travellin the appointedd to the Boaprovisions of me to appoiner of Directore only up to tll casual vacaprovisions of to time to a

person so appe is appointedectors. provisions of whole-time emayment or at artly by the ot

provisions of t employment

thly, quarterl

mission if the

e to a Directo) for attendinctors from tithe Central G

t with Compaor his relativeh firm or a p

r providing ang or enterin

provisions ofght to appoinctors on the B

ment and that hold any qua

may be removappointer maying to hold der this Articsed and enjoyg expenses t

er. rd. Section 260, 2

nt any other qrs shall not ahe date of the

ancies. Section 261, appoint any

pointed shall hd would have

the Act, the Employment of a specified pther.

the Act, a Dirt or a Managin

y or annual p

Company by

or (includingng a meeting o

me to time Government u

any. e, a firm in w

private compa

299

any guaranteeng into any otf Section 255 nt or nominaBoard for suc such Directoalification sha

ved from timey fill any vacthat office f

cle shall be enyed by the Dito such Direc

261 and 264, tqualified persat any time exe next Annua

264 and 284 other qualifi

hold office on held office if

Executive Chf the Compan

percentage of

rector other thng Director m

payment with

y a special res

g the Executivof the Board owithin the munder the pro

which such Dany of which

e or security other arrangem of the Act,

ate by a noticch period andor or Directorares. The Dir

e to time by thcancy that mafor any reasontitled to exerirectors of thector or Direc

the Board shason to be an axceed twelvel General Me

(4) the Boardied person tonly up to the d it had not be

hairman or a Mny may be pa the net profit

han the Execumay be paid re

h the approval

solution autho

ve Chairman or Committeeminimum limoviso to secti

Director or relh the Director

Scotts Ga

or for technicment whatsoethe power t

ce in writingd upon such rs may not berectors may ahe appointer eay occur as a on whatsoevrcise and enjoe Company intors as may

all have poweadditional Di

e. Any such aeting.

d shall have po be a Directdate upto when vacated by

Managing Diaid remuneratts of the Com

utive Chairmemuneration

l of the Centr

orised such p

or a Managie thereof shallmit of such a

ion 310 of th

lative is a parr is a membe

arments Limi

cal collaboratiever, the Direo agree that

g addressed tconditions as

e liable to retialso agree thaentitled to ap result of any

ver. The Direoy all or any oncluding paymbe agreed b

er at any timirector, but so

additional Dir

power at anytor to fill a chich the Direcy him.

irector or Dirtion either by

mpany or part

man or a Direc either:

ral Governme

payment.

ing or Wholel be decided ba fee that mahe Companies

rtner, or any er or director

ited

ion or ectors such to the s may ire by at any ppoint y such ectors of the ment,

by the

e and o that rector

y time casual ctor in

ector, y way tly by

ctor in

ent; or

e time by the ay be s Act,

other r may

131

132

133

enor su

(b

anCopr

anpaancomaconeobpuof cowi

Disclosu1 A

intena mnoenCopa

General 2 A

spintwiintat finthecoBo

Intereste3 No

arr

nter into any c services, or f

ubject to the pr

b) No sanction

ny purchase oompany, by aevailing mark

ny contract orartner or privand services inmpany, as thaterials or thmprised in t

ecessity, a Dbtaining the curchase or sup such servicentract if the cithin three mo

ure of interestDirector of t

terested in a cntered into bymeeting of thot be necessarntered into orompany or twaid-up share c Notice of Integeneral Noticecified body terested in anith that bodyterest in relat the end of thnancial year inereof shall bncerned takes

oard after it ised Directors no Director shrangement en

contract with for underwritrovisions of t

n shall, howev

of goods and any such Direcket prices; or

r contracts betate company n which eith

he case may bhe cost of suche period of

Director, relatconsent of thepply of any ges exceeds ` consent of thonths of the d. the Companycontract or ar

y or on behalfhe Board in thry for a direcr to be enterewo or more capital in any erest. ce given to thcorporate or

ny contract ory corporate otion to any co

he financial yen which it wo

be of effect us reasonable s

s given. not to participhall as a direntered into o

the Companyting the subshe Section 29

ver, be necess

materials froctor, relative,

tween the Co on the other

her the Compbe regularly trch services d the contracttive, firm pae Board entergoods, materia5000/- in the

he Board shaldate on which

y who is in arrangement, of of the Comphe manner pro

tor to disclosed into with of them toge such other co

he Board by th is a member r arrangemenor firm shall ontract or arraear in which iould have oth

unless, either steps to secur

pate or vote inector, take anr to be entere

300

y for the sale,cription of an

97 of the Act.

sary for :

om the Comp, firm, partner

ompany on on side for sale,pany or the rades or doesdoes not excet or contractsartner or prir into any suals or servicee aggregate ill be obtainedh the contract

any way—whor proposed cpany shall disovided in Secse his concern any other coether holds oompany.

he Director to of a specifiednt which may be deemed angement so it is given butherwise expir it is given are that it is br

n Board's procny part in theed into by or

purchase or ny shares in,

any, or the sar or private co

ne side and a purchase or Director, re business, wh

eed ` 5,000/-s. Provided thivate compan

uch contract wes even if the in any year cd to such con was entered

hether directcontract or arrsclose the natuction 299 (2) on or interest iompany wheor hold not

o the effect thad firm and is y after the dato be a suffi made. Any st may be renered. No such at a meetingought up and

ceedings. e discussion r on behalf o

Scotts Ga

supply of anyor debenture

ale of goods oompany as af

any such Dire supply of anlative firm p

here the value- in the aggrhat in circumny as aforeswith the Comvalue of such

comprised in ntract or continto.

tly or indirecrangement enure of his con

of the Act, proin any contraere any of thmore than tw

at he is a direto be regardete of the notiicient disclossuch general ewed for a furgeneral notic

g of the Board read at the f

of, or vote oof the Compa

arments Limi

y goods, matees of the Com

or materials tforesaid for ca

ector, relativeny goods, matpartner or pre of the good

regate in anymstances of usaid may wi

mpany for theh goods or the the period otracts at a me

ctly—concernntered into orncern or interovided that itact or arrangehe Directors owo percent o

ector or membed as concernice be enteredure of concenotice shall erther period oce, and no renrd or the Dirfirst meeting o

on any contrany, if he is in

ited

erials, mpany

to the ash at

, firm terials rivate

ds and y year urgent ithout e sale, e cost of the eeting

ed or to be

rest at t shall ement of the of the

ber of ned or d into ern or expire of one newal rector of the

act or n any

134

135

136

141

washor co

ansu

ancoso

(i)

a d

theforco

[ii

Register 4 Th

spto afocobematheMe

Directors5 A

mafor30

Retireme6 At

benein

Compan1 Su

incthe

ay, whether d

hall his presen vote and if ntained shall

ny contract ofuffer by reason

ny contract or mpany whichlely;

) in his bei

director of suc

e holder of nr appointmenmpany; or

i] in his bein

of contracts ihe Company ecified in Sec the applicatiooresaid shall rporate and f

e kept at the oay be taken te same extentembers of thes may be direDirector mayay be interestr any benefits9 (6) or Sectioent by Rotatiot every Annueing as are liaearest to one-t determining

ny may increaubject to Secticrease or redue Act) remov

directly or indnce count for he does vo apply to:

f indemnity an of becoming

arrangementh is a subsidi

ng:

ch company,

ot more thannt as a Dire

ng a member h

in which Direshall keep a

ction 301 (2) eon thereto of also specify, firms of whicoffice of the Ctherefrom andt, in the samee Company anectors of compy be or becomted as vendors received as on 314 of the Aon of Directoral General Mable to retirethird shall ret the number o

ase or reduce ion 259 of theuce the numb

ve any direct

directly, conc the purpose

ote, his vote

against any log or being sur

t entered intoiary of a publ

and

n shares of sucector thereof,

holding not m

ectors are inteRegister in acenter therein Section 297 o in relation toch notice has Company andd copies theree manner, andnd the provispanies promo

me a Director or, shareholder a director or Act may be aprs.

Meeting of the e or if their ntire from offiof Directors lithe number oe Act, the Cober of Directoor before the

301

cerned or inte of forming ashall be void

oss which thereties or a sur

o or to be entelic company i

ch number or, he having

more than 2%

erested. ccordance wisuch of the por Section 299o each Directo been given bd shall be opeof may be red on paymentsions of Sectiooted by the Coof any compar, or otherwis shareholder pplicable.

Company, onnumber is noice. The Debeiable to retire of Directors. ompany may ors, and may,e expiration o

erested in suca quorum at td, provided

e Directors orrety for the Co

ered into within which the

r value thereibeen nomin

of its paid-up

ith Section 30particulars as 9 of the Act aor of the Comby him underpen to inspectequired by ant of the same

on 163 of the Aompany. ny promoted

se, and no sucof such comp

ne third of suot three or a enture Directo by rotation.

by Ordinary , (subject to tof his period

Scotts Ga

ch contract orthe time of an

however, th

r anyone or mompany;

h a public cominterest of the

in as is requisnated as such

p share capita

01 (1) and shamay be relevs the case ma

mpany the nar Article 132. tion at such ony member o fee as in the Act shall appl

d by the Compch Director shpany except i

uch of the Dirmultiple of t

ors, if any, sh

Resolution, fthe provision of office and

arments Limi

r arrangemenny such discuhat nothing h

more of them,

mpany or a pre Director con

site to qualifyh director by

al.

all within thevant having reay be. The Remes of the bo The Registeroffice, and exof the Compa case of Regisly accordingly

pany or in whhall be accounin so far as Se

rectors for thethree, the nu

hall not be cou

from time to s of Section 2d appoint an

ited

nt, nor ussion herein

, may

rivate nsists

y him y the

e time egard gister odies, r shall xtracts any to ster of y.

hich it ntable ection

e time umber unted

time, 284 of nother

145

146

MA 147

148

149

quDi

Disclosu5 Ev

sushcoco

Disclosu6 Ev

(10as tha

ANAGEMENBoard m

7 SufroDianbytheexas MaprExArapChof as wh“Jo“DDiMa

Managin8 “T

emex

Restrictio9 Th

po

ualified persoirector in who

ure by directorvery Directorub-section (1) hall within tw

rporate, discrporate which

ure by a Direcvery Director 0) of Section 3 may be neceat section.

NT may appoint Eubject to the pom time to tiirectors of the

nd conditions y resolution ve powers herercisable for it may deteanaging Direofits, or by an

xecutive Chairticle 137. No

ppointed as shairman who these Article, Vice-Chairmhenever theyoint Managin

Deputy Manairector” shall anaging Dire

ng Directors aThe Managinmployment in

ercise such poon on manag

he Executive owers to:

on in his steadose place he isr of appointm

r (including aof Section of

wenty days oclose to the h are required

tor of his holdand every pe307 of the Acessary for the

xecutive Chaprovisions of ime any of itse Company fo as the Boardest in such Ex

reby vested insuch period oermine. The

ectors may beny or all thesrman and the

otwithstandinuch, the Boa shall be subj, the Board sh

man on such y appoint mong Director” aging Director also includector” as the c

and Whole-timng Director on the Companowers as are v

gement. Chairman o

d. The persons appointed w

ment to any ota person dee the Act), Maof his appoinCompany thd to be specif

ding of shareerson deemedt, shall give n

e purpose of e

airman and M the Act and s members a

or a fixed term thinks fit, anxecutive Chain the Board gor periods, an remuneratio by way of m

se modes, or ae Managing D

ng anything cord of Directoject to retiremhall have the p terms and c

ore than one or “Joint Ma

rs”, as the cae and be deease may be. me Directors tor Managing

ny shall subjevested in them

or Managing

302

n so appointewould have hther body coremed to be aanaging Direcntment to an

he particularsied under sub

s and debentud to be a Direcnotice to the Cenabling the

Managing Direof these Artics Executive C

m not exceedind subject to tirman, Managgenerally as ind upon suchon of the Ex

monthly paymany other moDirector shallontained in th

or may elect, ment by rotatipower to nomconditions asManaging D

anaging Direase may be, aemed to inclu

to report to Eg Director oct to supervism by the Boar

Director or

ed shall hold eld the same

rporate. a Director byctor, Managerny of the abs relating to b-section (1) o

ures of the Coctor of the CoCompany of sCompany to

ectors cles, the BoarChairman, Ming five yearsthe provisionging Directorit thinks fit, ah conditions xecutive Cha

ment, fee for eode not exprel not be requihis Article w from time toion. Subject to

minate from tis the Board

Director, desigectors” or “Dand accordinude “Joint M

Executive Chaor Directors sion and contrd”,

Managing D

Scotts Ga

office during if he had not

y virtue of thr, or Secretar

bove office in his office inof Section 303

ompany, etc. ompany by virsuch matters comply with

rd shall haveManaging Dire

s at a time andns of Article 1r or Managingand such powand subject t

airman, Manaeach meeting essly prohibiteired to retire

where no Execo time, any oo the provisioime to time, athinks fit. T

gnate one orDeputy Manangly the expr

Managing Dire

airman who are in

trol of the Ex

Directors shal

arments Limi

g such time a been remove

he Explanatioy of the Comn any other n the other

3 of the Act.

rtue of sub-serelating to hi

h the provisio

power to apector or Manad upon such t43, the Board

g Directors suwers may be mo such restricaging Director participatied by the Actby Rotation u

cutive Chairmof its membeons of the Acany of its mem

The Directors r more of theaging Directoession “Manaector” or “De

n the whole ecutive Chair

ll not exercis

ited

as the ed.

on to mpany

body body

ection imself ons of

ppoint aging terms

d may uch of made ctions or or ion in t. The under

man is ers, as ct and mbers may

em as or” or aging eputy

time rman,

se the

150

PR 152

153

154

155

(a)

(b)

(c)

(d)

(e)

Certain Director

0 Thpe

is

suma

is,

ROCEEDINGSMeetings

2 Thshev

Notice o3 Fo

Coto hacosen

Quorum4 Su

totfrahigtwof qu

Adjourn5 If

auCh

) make calls o

) issue debenmeeting un

) borrow mon

) invest the fu

) make loans

persons not .

he Company erson as its Ex

an undischar

uspends, or haade, a compo

or has at any

S OF THE BOs of Directors

he Directors mhall so meet avery year. The

f Meetings. our clear day'sompany, if an every Direct

ave the powernvene a Meent by hand de

m. ubject to Sectital strength (action containgher provide

wo-thirds of th Directors wh

uorum duringnment of meet

a meeting outomatically shairman not b

on shareholde

ntures; and ender Section 2

neys otherwis

unds of the C

s

to be appoi

shall not apxecutive Chair

ged insolvent

as at any timsition with th

y time, been, c

OARD OF DIRs. may meet togatleast once ine Directors ma

s notice at leany, or by any tor at his usurs to convene

eting of the Boelivery or pos

on 287 of the(excluding Dned in that od that where he total strengho are not intg such time. ting for want of the Boardstand adjournbeing later tha

ers in respect

xcept to the 92 of the Act

se than on de

Company; and

inted as Exec

point or emprman or Man

t, or has any t

me suspendedhem, or

convicted by a

RECTORS

gether as a Bon every threeay adjourn an

ast of every m person or pe

ual address. Pe a meeting ofoard by givinst or by cable

e Act, the QuoDirectors, if aone-third bein at any time tgth the numbterested, pres

of quorum. d could not ned to such an seven days

303

t of money un

extent menti shall also not

ebentures;

d

cutive Chairm

ploy, or contnaging or Who

time been adj

d payment to

a Court of an

oard for the pe months andnd otherwise

meeting of theersons nomin

Provided, howf the Board orng a shorter n or telegram d

orum for a many, whose png rounded the number ober of the remsent at the m

be held for other date as from the da

npaid on the s

oned in the rt exercise the

man or Man

inue the appole-time Direc

judged an ins

his creditors

n offence invol

purpose of bud atleast four

regulate their

e Board shall bnated by the Ewever, that thr to request thnotice. Such ndepending up

meeting of theplaces may boff as one) o

of interested Dmaining Direc

meeting being

want of quoand time (if te originally f

Scotts Ga

shares in the C

resolution pa powers to;

naging Direct

pointment or ctor who,

solvent;

s, or makes, o

lving moral t

usiness from such meeting

r meetings as

be given by thExecutive Chhe Chairman he Secretary onotice or shorpon the circum

e Board shall be vacant at or two DirectDirectors excctors, that is t not less than

orum, then tany) as may

fixed for the m

arments Limi

Company;

assed at the B

tor or Whole

employment

or has at any

urpitude.

time to timegs shall be he they think fit

he Secretary oairman, in wof the Board

of the Comparter notice mmstances.

be one third the time andtors, whicheveeds or is equto say, the nun two, shall b

the meeting y be fixed bmeeting.

ited

Board

e-time

t of a

y time

e, and eld in t.

of the riting shall

any to may be

of its d any ver is ual to

umber be the

shall y the

157

158

159

160

162

165

Chairma7 Th

Boapto nounapnu

8 Qucas

Powers o9 A

exAr

Directors

0 Supofit,whfortimcooth

Resolutio2 No

byif ne(nocasIndInd

Powers o5 Th

noCotheincGeprPracc

an and Vice Che Executive Coard, the Execppointed for h take the chai

o such Executnwilling to tappointed for umber to be thuestions arisise of an equaof Board Meemeeting of tercise all or rticles of the Cs may appoin

ubject to the rowers to Com, and it may holly or in prmed shall in

me to time benformity witherwise, shallon by circulato resolution s

y circulation uany, or by a

ecessary papeot being less se may be), adia and has bdia, or by a mof Directors he Board mayot by the Comompany requese Articles, consistent witeneral Meetinior act of thovided that tcorded by an

Chairman. Chairman or cutive Chairmholding the sair, the Vice-Chtive Chairmanake the chair,holding the

he Chairman ng at any melity of votes t

eting. he Board forany of the au

Company arent Committee

restriction conmmittees of the

from time topart and eithen the exercise

imposed on h such regulal have the liketion. shall be deemunless the resany person orers if any to ain number th

and to all othbeen approvedmajority of suc

y exercise all mpanies Act, uired to be ex

to the provisth the aforesa

ng but no reguhe Board whithe Board sha

n ordinary reso

Chairman sh

man or Chairame or if the hairman shaln or Chairma, or if he / tmeeting, theof the meetin

eeting of the the Chairman

r the time beiuthorities, po for the time b.

ntained in Sece Board consio time revokeer as to persof the power it by the Boaations and ine force and ef

med to have beolution has br persons noll the Directo

han the quoruher Directors d by such of tch of them, as

such powers or any other

xercised by thsions of the Aaid regulationulation made ich would hall not, excepolution.

304

hall be the Charman is not p Executive Chll be entitled tan and / or Vthey are not en the Directng. Board, shall b

n shall have a

ing at which owers and dibeing vested

ction 292 of tisting of such e and discharsons or purpors so delegateard. All acts dn fulfilment offect as if don

een duly pasbeen circulateminated by t

ors or to all thum fixed for a or Members the Directors s are entitled

s of the Compr Act or by t

he Company Act, or any ons or provisio by the Compave been va

pt with the co

airman of the

present withinhairman or Chto take the chVice-Chairmapresent with

tors present

be decided b second or a c

a quorum isiscretion whi in or exercisa

the Act the B Member or Mrge any such oses, but eved conform to

done by any sof the purposne by the Boar

sed by the Bod in draft, bythe Executive

he Members oa meeting of t of the Comm or Members to vote on the

pany and do the Memoranin General M

other Act andns, as may be

pany in Generlid if that reonsent of the

Scotts Ga

e Board. If at an fifteen minuhairman is un

hair at such man or if he / thin fifteen mi

may choose

y a majority casting vote.

s present shalich by or undable by the Bo

oard may deMembers of it committee oery committe any regulatio

such Committe of their app

rd.

oard or by a Cy the Secretarye Chairman, of the Commithe Board or

mittee at theirof the Comme resolution.

all such actsndum or by tMeeting, subjed to such regue prescribed bral Meeting shegulation had Company in

arments Limi

any meeting outes after thenable or unw

meeting. If thethey are unabinutes of the any one of

of vote and i

ll be competeder the Act ooard generally

legate any ofts body as it tof the Board ee of the Boaons that maytee of the Boapointment bu

Committee thy of the Comptogether wit

ittee, then in Committee, ar usual addre

mittee as are th

s and things athe Articles oect nevertheleulations bein

by the Compahall invalidatd not been mn General Me

ited

of the e time

willing ere be ble or time their

in the

ent to or the y.

f their hinks either rd so from ard in ut not

hereof pany, th the India as the ess in hen in

as are of the ess to

ng not any in te any made. eeting

166

(a)thesu

(b)

(c)Coclacan

(d)botheanthaat

(e)Cofindefin

Certain p6 (a)

anthedeprwisufortra

(b)coshShDeonothma

Toest

) sell, lease e Company,

ubstantially th

) remit, o

) invest ompany in reause (a) or ofnnot be carrie

) borroworrowed by the ordinary co

nd its free reseat the powers meeting of th

) contribompany or thnancial year eetermined in anancial years ipowers of the)Without prej

ny way to limese Articles,

eclared that teliminary conith any other

ubstitution andrmation or pademarks, lett

) Without prntracts, if any

hall have powhares of the Cebentures or sne or more herwise than ay be entered

o pay cost, ctablishment a

or otherwise or where th

he whole of an

or give time fo

otherwise thespect of the cf any premiseed on or can b

w moneys whhe Company (ourse of businerves that is tos specified in he Board unle

bute to charithe welfare oexceed twentaccordance wimmediately

e Board. judice to the it or restrict tbut subject to

the Directors ntracts, if anyr person, firmd to remunerpromotion oter of intent, a

rejudice to thy, entered iner in its absolCompany or such other Se

trenches ma in cash to the

d into between

charges and and registratio

dispose of thhe Companyny such under

or the repaym

han in trust scompulsory aes or propertibe carried o

here the mon(apart from te

ness), will exco say, reserve Section 292 o

ess the same b

table and othof its employty-five thousa

with the provi preceding, w

general powthose powers,o the restricti shall have thy, entered intm or companrate person orof the Compallotments, kn

he generalitynto by and belute discretio by issue of Fcurities or pa

ay be thoughte Promoters on the Compan

expenses preon of the Com

305

he whole or suy owns morertaking;

ment of, any d

securities theacquisition ofies used for a

on only with d

neys to be boemporary loa

ceed the aggrees not set apaof the Act shabe delegated t

her trusts noyees, any amoand rupees oisions of Secti

whichever is g

wers conferred, and withoutions containehe followingto by the prony on behalf r company forpany or for now how or s

y of the foreetween the pron to issue aFully and/or

artly by one a fit by the Boa

or to any otheny and the Pr

eliminary anmpany.

ubstantially the than one u

debt due by a

e amount of f any such unany such unddifficulty or o

orrowed togeans obtained fegate of the prt for any spe

all subject to tto the extent t

ot directly reounts the ag

or five percenions 349 and reater.

d by the prect prejudice toed in the last g powers, thaomoters either

of the Compr services renthe acquisiti

similar thing b

egoing, uponromoters andand allot fulr Partly paid and partly byard, for consi

er person inromoters or to

nd incidental

Scotts Ga

he whole, of tundertaking

Director;

compensationndertakings adertaking andonly after a co

ether with thfrom the Com

paid-up capitaecific purposethese Articlestherein stated

elating to thggregate of wnt of its aver 350 of the Ac

ceding Articleo the other po preceding A

at is to say pr by enteringpany by wayndered or to bion of any by the Comp

n the adoptiod any other plly paid EquConvertible

y other, in anderation in ca

n terms of tho any other p

to the prom

arments Limi

the undertakiof the whol

n received bas is referredd without whonsiderable tim

e moneys alrmpany's bankal of the Come. Provided fus be exercisedd; or

he business owhich will, inrage net profct during the

e and so as nowers conferreArticle, it is hpower to adog into a contray of ratificatiobe rendered foproperty, licany.

on of prelimpersons, the Buity or Prefe/Non-Conve

ny combinatioash or he agreementperson includi

motion, forma

ited

ing of le, or

by the to in

hich it me;

ready kers in mpany urther d only

of the n any fits as three

not in ed by ereby pt all act or on or or the cence,

minary Board erence ertible on, in

t that ing.

ation,

(ii)etcof serletfortheor ma

(iiiint

(ivCosuin be

(v)prin maagspno

(vimotim

(vish

(vibedorem

(ixthecodepe

(x)

) To entec and to enter the Companrvices rendertter of intent, r such conside Company o partly by onay deem fit.

i) To payterest lawfully

v) Subjectompany any p

uch price or co any such pur

e advised to b

) At theiivileges acqu shares, bonday be issued e

greed upon; aecially charge

ot so charged.

i) To secuortgage or ch

me being or in

ii) To ahares or any p

iii) To apelonging to tho all such deemuneration o

x) To instie Company mpound and

emands by orerform any aw

) To act o

er into contrar into non-com

ny by way of red or to be rallotments, keration as ma

or by issue of ne and partly

y and charge ty payable the

t to Sections 2property, righonsideration archase or othe reasonably

r discretion auired by or serds, debentureseither as fullyand any suced upon all o

ure the fulfillmharge of all orn such manne

accept from aart thereof, on

ppoint any phe Company, ieds and thingof such trustee

itute, conducor its officer

d allow time r against the Cwards made th

on behalf of th

acts for the acmpete agreemratification orendered or f

know how or say arise theref Fully and/o

y by other, in

to the capitalereon under th

292, 297 and hts or privilegand generally

her acquisition satisfactory.

and subject torvices renders, mortgages y paid up or wch bonds, deor any part of

ment of any cr any of the per as they may

any member, n such terms

person to accin which it is

gs as may be e or trustees.

t, defend, coms or otherwi for paymentCompany andhereon.

he Company

306

cquisition of fments with anr substitutionfor the acquisimilar thing from by issuer Partly paid any combina

l account of thhe provisions

360 of the Ages which they on such termn to accept su

o provision ored to the Comor other secuwith such ambentures, mo

f the property

contracts or enproperty of thy think fit.

as far as may and conditio

cept and hold interested, or required in r

mpound, or ase concernint or satisfactid to refer any

in all matters

fixed assets, nny other persn and to remusition of any by the Compe of fully paid Convertible ation, in one

he Companys of Sections 7

Act to purchase Company isms and condi

uch title as the

f the Act to pmpany, eitherurities of the C

mount creditedortgages or oy of the Comp

ngagement enhe Company

y be permissns as shall be

d in trust for for any otherelation to an

abandon any g the affairs ion of any dy differences

s relating to b

Scotts Ga

net current asson, firm or cunerate perso property, lic

pany and for td Equity or Pr/ Non-Conve

or more tren

any commis76 and 208 of

se or otherwis authorised titions as theye Directors m

pay for any pr wholly or pCompany, and as paid up other securitipany and its u

ntered into byand its uncal

sible by law, e agreed.

or the Comper purposes, any trust, and

legal proceed of the Comp

debts due andto arbitration

bankruptcy an

arments Limi

ssets, selling rompany on b

on or compancence, trademthe purpose treference Shaertible Deben

nches as the B

ssion, brokera the Act.

ise acquire foo acquire, at o

y may think fimay believe or

property, righpartially, in cand any such sthereon as mies may be euncalled capi

y the Companlled capital fo

a surrender o

any any proand to executto provide fo

dings by or agpany, and ald or any clain, and observ

nd insolvency

ited

rights behalf ny for

marks, o pay res of

ntures Board

age or

or the or for it and r may

hts, or ash or shares

may be either ital or

ny by or the

of his

operty te and or the

gainst lso to im or e and

y.

(xiCo

(xidesumaSe

(xipeforas pr

(xibilan

(xvprcoco

(xvthepeof to trurecBochmoof

(xvsuor deimpuabthesuto

i) To makompany and f

ii) Subjeceal with any much security (nay think fit, ction 49 of th

iii) To execerson who mar the benefit, they think fovisions, cov

iv) To detlls, notes, rec

nd documents

v) To distofits of the Cmmission onmmission as

vi) To proe Company a

ersons, by bui moneys, pen time subscribusts and by creation, hosp

oard shall thiharitable, beneoral or other c public and ge

vii) Beforeums as they m

as a Reservebenture or de

mproving, exteurposes (inclubsolute discree Act, invest

uch investmen deal with an

ke and give for the claims

ct to the provmoneys of thnot being shaand from tim

he Act, all inve

ute in the naay incur or be of the Compfit, and any senants and ag

termine fromceipts, acceptas and to give t

ribute by wayCompany andn the profits o

part of the w

vide for the wand their wivilding or cont

nsion, gratuitiebing or contr providing opital and disink fit, and tevolent, religiclaim to suppeneral utility

e recommendmay think pro

e Fund or Siebenture-stocending, and m

uding the purtion, think cothe several su

nts (other thannd vary such

receipts, rele

s and demand

visions of Secthe Company nares of this Come to time toestments shal

ame and on be about to inc

pany, such mosuch mortgaggreements as

m time to timeances, endorsthem necessa

y of bonus amd to give to anof any particuorking expen

welfare of Dies, widows atributing to thes, allowanceributing to pror subscribinpensaries, mto subscribe ious, scientifi

port or aid by or otherwise

ding any dividoper for depreinking Fund ck or for specimaintaining rposes referreonducive to thums to set asn shares of th

h investments

307

eases, and otds of the Com

tions 292, 295not immediatompany) or wo vary or reall be made an

ehalf of the Ccur any persoortgages of thge may conta shall be agre

e who shall bsements, cheqry authority f

mongst the stny officer or ular business nses of the Com

irectors or ex-and families ohe building oes, bonus or orovident fundng or contribedical and otor contributec, national or the Company.

dend, to set aeciation or to or any speci

ial dividends any of the pr

ed to in the phe interest ofide for so mu

he Company) s and dispose

ther discharg

mpany.

5, 369, 370 antely required

without securlise such inv

nd held in the

Company in fonal liability he Company'sain a power oed upon.

be entitled to ques, dividenfor such purp

taff of the Coother person or transactiompany.

-Directors or or the dependof houses, dwther payment

d and other abuting towarther attendane or otherwisr institutions oy either by re

aside out of th Depreciationial fund to m or for equaliroperty of the

preceding clauf the Companuch thereof as as they may e of and app

Scotts Ga

ges for mone

nd 372 of the for the purpity and in suc

vestments. Sav Company's o

favour of anywhether as ps property (pof sale and su

sign on the nd warrants, pose.

ompany a shas employed b

on and to cha

employees odants or any c

wellings, or chts or by creati

associations, irds places once and otherse to assist oor objects wh

eason of locali

he profits of tn Fund or to ameet contingesing dividende Company ause), as the Bny and subjecs required to think fit, and

ply and expen

arments Limi

eys payable t

Act, to invesposes thereof ch manner asve as provid

own name.

y Director or principal or supresent and fuuch other po

Company's breleases, con

are or shares iby the Comp

arge such bon

or ex-employeconnection of

hawls, or by ging, and frominstitutions, fof instructionr assistance aor to guaranthich shall havity of operatio

the Companyan Insurance encies or to rds or for repaand for such oard may, in

ct to Section 2 be invested,

d from time tond all or any

ited

to the

st and upon

s they ded in

other urety, uture) owers,

behalf ntracts

in the any a

nus or

ees of f such grants

m time unds,

n and as the tee to

ve any on, or

y such Fund repay

airing, other

n their 292 of upon o time y part

theabmabeexfulancoCoboonsuan

(xvsecspananmaelssu

(xiint

(xxaffto

(xxpetheauvamaBode

(xxapanthein susu

ereof for the b

bsolute discreatters to whic

e matters to opended, and ll power to tr

nother Reservnstituting all

ompany or inound to keep n the same wiuch funds intennum.

viii) To appcretaries, assecial services

nd fix their sand to such amanagement ansewhere in su

ub-clauses sha

ix) To comterests of the

x) From tfairs of the co be members

xi) Subjectersons so appe Board, othe

uthorise the Macancies thereay be made o

oard may at elegation.

xii) At any tippoint any pend with such pe Board unde their limits,

uch period anduch appointm

benefit of the etion, think cch the Board or upon whic to divide theransfer the whve Fund or D or any of the

n the purchas the same sepith power howerest at such

point, and at sistants, supes as they mayalaries or emmount as thnd transactio

uch manner asall be without

mply with thCompany ne

time to time ompany in anof such local

t to Section 2pointed any oer than their

Members for tein and to acton such termany time rem

me and fromrson or persopowers, authoer these preseauthorised bd subject to s

ment may (if th

Company in

conducive to apply or upoch the capita

e Reserve Funhole or any poivision of a R

e above fundsse or repaymeparate from thwever to the rate as the B

their discretioervisors, clerk from time tooluments or

hey may thinn of the affais they think fit prejudice to

he requiremencessary or exp

and at any tiny specified lo Boards, and t

292 of the Acof the powersr power to mthe time beint notwithstan

ms and subjectmove any pe

m time to time ons to be the Aorities and di

ents and excluby the Board, such conditionhe Board thin

308

n such manner the interest on which theyal moneys of nd into such sortion of a ReReserve Funds, including thent of Debenthe other asse Board at the

Board may th

on remove orks, agents an

o time think firemuneration

nk fit. And airs of the Comit and the pro the general p

nts of any locapedient to com

me to establiocality in Indto fix their rem

ct, from time s, authorities

make calls or ng of any suchnding vacancit to such conerson so app

by power of Attorney or Aiscretion (not uding the po the power tons as the Boanks fit) be ma

r and for suchof the Comp

y expend the the Compan

special funds eserve Fund od and with fuhe Depreciatiture or deben

ets and withoeir discretion hink proper, n

r suspend sucnd servants it, and to deten, and to reqalso from timmpany in anyovisions contapowers confer

al law whichmply with.

ish any local dia or elsewhemuneration.

to time and and discretio

to make loah local Boardes and any su

nditions as thpointed, and

Attorney undAttorneys of th exceeding thwer to make o make loans

ard may fromade in favour

Scotts Ga

h purposes aspany notwith same, or any

ny might righas the Board

or division of ull power to ion Fund, in tnture stock a

out being bouto pay or allonot exceeding

ch general mafor permane

ermine their pquire securityme to time toy specified loained in the forred by this su

h in their opin

Board for maere and to ap

at any time ton for the timans or borrowd, or any of thuch appointm

he Board maymay annul

der the Seal ohe Company

hose vested in calls and excs and borrow

m time to timer of the mem

arments Limi

s the Board inhstanding thay part thereofhtly be appli may think fit a Reserve Fuemploy the athe business oand without b

und to pay inow to the creg nine percen

anagers, manaent, temporapowers and d

y in such insto provide focalities in Indour next folloub-clause.

nion shall be i

anaging any oppoint any pe

to delegate tome being vestw moneys, anhem to fill up

ment or delegy think fit, anor vary any

of the Compan for such purp

n/or exercisabcluding also ew moneys) ane think fit; and

mbers or any o

ited

n their at the f may ed or t with

und to assets of the being

nterest dit of

nt per

agers, ry or

duties tances or the dia or owing

in the

of the ersons

o any ted in nd to p any gation nd the such

ny, to poses ble by except nd for d any of the

TH 168

TH 169

170

DI 171

Meshansudesudis

(xxothresna

(xxCo

HE SECRETASecretary

8 Suapshbyfroapthe

HE SEAL The seal,

9 (a)froshex

(b)50

Deeds ho0 Ev

unDi

VIDENDS Division

1 Thbeamsh

embers of an

hareholders, dny fluctuatinguch Power of ealing with suuch delegates scretion for th

xiii) Subject toherwise for thscind and va

ame and on be

xiv) From timompany its ofRY y.

ubject to the pppoint and, ahall have suchy the Secretaryom time to tippoint some pe Company.

, its custody a) The Board shom time to tim

hall provide focept by the au

) The Compan of the Act, fo

ow executed.very Deed or nless the samirector and Se

n profits. he profits of the created by mong the memhares held by t

ny Local Boa

directors, nomg body of per Attorney mauch Attorney or attorneys he time being

o Section 294 he purposes o

ary all such cehalf of the C

me to time to mfficers and ser

provisions of St their discre

h qualificationy, and to exeime be assig

persons (who

and use. hall provide a

me to destroyor the safe cuuthority of th

ny shall also bor use in any t

other instrum

me is executedecretary or som

he Company,these Article

mbers, in propthem respecti

ard, establish

minees, or manrsons whetheray contain suys as the Boar as aforesaid

g vested in the

and 297 of thof the Compa

contracts, andCompany as th

make, vary anrvants.

Section 383A etion remove ns as the authcute any othe

gned to the S need not be t

a Common sey the same andustody of the he Board or a C

be at liberty tterritory, d

ment, to whicd by a duly cme other pers

, subject to anes and subjecportion to theively.

309

hed as aforesnagers of anyr nominated

uch Powers ford may thinkto sub-delega

em.

he Act, for or any to enter id execute andhey may cons

nd repeal by-l

of the Act, th any individu

hority under ter purely min

Secretary. Thethe Secretary)

eal for the purd substitute a seal for the tCommittee of

to have an offdistrict or pla

ch the seal of constituted atson appointed

ny special rigct to the prove amount of c

said or in favy company or

directly or inor the protectk fit, and mayate all or any

in relation tointo all such d do all suchsider expedien

laws for the r

he Board of Dual (hereinafthe Act or thenisterial or ade Board of D) to keep the

rpose of the Ca new seal in time being, anf the Board pr

ficial seal in ace outside In

the Companyttorney, be sid by the Boar

ghts relating tvisions of th

capital paid-u

Scotts Ga

vour of any firms or othe

ndirectly by ttion or convey contain powy of the powe

o any of the mnegotiations

h acts, deeds nt.

regulation of t

Directors may,fter called `these Articles ardministrative Directors may

registers requ

Company andlieu of the sand the Seal shreviously giv

accorddia.

y is required igned by two

rd for the purp

thereto createhese Articles, up or credited

arments Limi

Company, oerwise in favothe Board andenience of pewers enablingers authoritie

matters aforesa and contract and things i

the business o

, from time tohe Secretary’)re to be perfo duties whichy also at anyuired to be ke

d shall have pme, and the Bhall never be

ven.

dance with Se

to be affixedo Directors opose.

ed or authoris shall be div

d as paid-up o

ited

or the our of d any

ersons g any s and

aid or ts and in the

of the

o time ) who ormed h may y time ept by

power Board used

ection

d shall or one

sed to visible on the

172

173

174

175

176

177

178

The Com2 Th

thethe

Dividend3 No

at ouprou

(a)shdefin

(b)losyethepracc

Interim d4 Th

judCapital p

5 Wthe

Dividend6 Al

papapa

Retentio7 Th

Artrathe

Dividend8 An

recmo

No memreimburs

mpany in Genhe Company eir respectivee Company in

ds only to be o dividends s after providi

ut of the prooviding for d

ut of both prov

) If the Comphall, before deepreciation ounancial year o

) if the Compss or an amou

ears whichee dividend isevious financordance withdividend. he Board madgement the ppaid up in adhere Capital ereof confer ads in proportll dividends said on the shaaid; but if anarticular date,n of dividend

he Board mayrticle 64 entitansfer, until se same. d etc. to joint-ny one of seveceipts for all oneys payablmber to recsement therea

neral Meeting

in General Me rights, but nn General Me

paid out of pshall be declaing for depreofits of the Cdepreciation ivided that:

pany has notclaring or payut of the pro

or years;

pany has incurunt which is

ever is less, shs proposed tocial year or h the provisio

ay from timeposition of thvance to interis paid in ad

a right to diviion to amounshall be appoares during anny share is is, such share shds until compy retain the ditled to becomsuch person sh

-holders. eral persons w dividends oe in respect o

ceive dividenat.

may declare

Meeting may no dividends seeting may de

profits. ared or paid ociation in acc

Company forin accordance

t provided foying a dfits of the fin

rred any loss equal to the hall be set off o be declaredyears arrive

ons of sub-sec

e to time, pahe Company jurest but not to

dvance of callidend or partint paid-up. ortioned and ny portion or ssued on termhall rank for d

pletion of tranividends payame a Memberhall become a

who are regisor bonus andof such sharesnd whilst in

310

a dividend. declare dividshall exceed t

eclare a smalle

otherwise thacordance withr any previoue with these

r depreciationdividend fornancial year

in any previoamount provagainst the p

d or paid or ad at in bothction (2) of Se

ay to the Meustifies. o earn dividens such capitaicipate in prof

paid proport portions of thms providingdividend acco

nsfer under Arable upon shar or which aa member, in

stered as the jd payments os. ndebted to

dends to be the amount reer dividend.

an out of profh the provisious financial provisions an

n for any prer any finanor out of the

ous financial vided for deprofits of the Cagainst the p

h cases after ection 205 of t

embers such

nd. al may carry ifits.

tionately to thhe period in rg that it shallordingly. rticle 64. ares in respecany person un respect of su

joint-holders on account of

the Compan

Scotts Ga

paid to memecommended

fits of the finaons of Sectionyear or yearnd remaining

evious financincial year, pe profits of a

year or yearspreciation for Company for profits of the

providing fothe Act or aga

interim divi

interest but s

he amounts prespect of whil rank for di

ct of which annder that Ar

uch shares or

of any share f dividends o

ny, and Com

arments Limi

mbers accordid by the Board

ancial year arn 205 of the Ars arrived at g undistribut

ial year or yeprovide for ny other pre

s the amount o that year or the year for wCompany fo

or depreciatioainst both.

idends as in

hall not in re

paid or creditich the divideividend as fr

ny person is, urticle is entitlshall duly tra

may give effeor bonus or

mpany's righ

ited

ing to d, but

rrived Act or after ted or

ears it such

vious

of the those

which r any on in

their

espect

ted as end is rom a

under led to ansfer

ectual other

ht of

179

180

181

182

9 Noor shanmo

Right totransfer

0 Wan

(a)20wr

(b)susu

Dividend1 Un

rectheRethechmeforme

Unclaim

2 (a)washdabatotbe

AnunCotrash

(b)lawof

o member sha shares whils

hare or sharesnd the Board oneys so due

o Dividend, rof shares. here any inst

nd the transfer

) transfer the5A of the Acriting to pay s

) keep in abeubsection (1) ub-section (3)ods how remitnless otherwiceipt having te member oregister in respe order of the

heque or warember or perrged signatureans.

med dividend

) Where the Carrant in resp

hareholder enate of expiry oank called untal, amount o

een posted.

ny money tranclaimed for aompany to thansferred to t

hareholders to

) That there sw and the Co unpaid or un

all be entitledst any money or otherwise may deduct from him to rights shares

trument of trr of such shar

e dividend inct, unless thesuch dividend

eyance in relof Section 8

of Section 205tted. ise directed athe force of ar person entipect of the joie person to wrrant or paysrson entitled re of any pays

Company hapect thereof htitled to the p

of the said pernpaid dividenof dividend w

nsferred to tha period of se

he general revthe general re

o whom the m

shall be no foompany shall nclaimed divi

d to receive pays may be duee howsoever, t from the inthe Company and bonus

ransfer of shares has not be

n relation to se Company isd to the transf

lation to such81 and any 5 of the Act.

any dividenda cheque or witled or in caint-holdings.

whom it is senslip or receipthereto by thslip or receipt

as declared a as not been ppayment of thriod of 30 day

nd of Scotts Gwhich remains

he unpaid diveven years frvenue accounevenue accou

money is due.

orfeiture of un comply with

ided.

311

ayment of ane or owing fr either alone

nterest or divy. shares to be

ares has beeneen registered

such shares ts authorised feree specifie

h shares anyissue of full

d may be paidwarrant sent thase of joint-h Every such ct. The Compa

pt lost in tranhe forged endt or the fraud

dividend buposted withinhe dividend, ys, open a speGarments Lims unpaid or in

vidend accounrom the date nt of the Centunt may be p

nclaimed divh all the prov

ny interest or drom him to thor jointly wit

vidend payab

e held in abe

n delivered tod by the comp

o the special by the regisd in such inst

y offer of rigly paid up b

d by cheque hrough the p

holders to thacheque or waany shall not nsmission, ordorsement ofdulent recover

ut which has n 30 days from the Companecial account mited and tran relation to w

nt of the Comof such transtral Governm

preferred to th

vidends beforvisions of Sect

Scotts Ga

dividend in rhe Company th any other p

ble to any me

eyance pendi

o the Companpany, it shall.

account refetered holder trument of tra

ghts shares unbonus shares

or warrant opost to the regat one of thearrant shall be be liable or rr for any divf any cheque ry of the divi

not been paim the date of ny shall withi in that behalansfer to thewhich no div

mpany which rsfer, shall be

ment. A Claimhe Central G

re the claim btion 205-A of

arments Limi

respect of his in respect ofperson or perember all sum

ing registratio

ny for registr

erred to in Se of such sharansfer; and

nder clause s in pursuan

or by a payslgistered addreem first name made payabresponsible fovidend lost t or warrant odend by any

id or the divi declaration toin 7 days fromf in any sched said accounidend warran

remains unpatransferred b

m to any monGovernment b

becomes barre the Act in re

ited

share f such rsons; ms of

on of

ration

ection res in

(a) of nce of

lip or ess of

med in ble to

or any to the or the other

idend o any m the duled

nt, the nt has

aid or by the ney so by the

ed by espect

183

184

185

AC

No inter3 No

Dividend

4 Ancalnotheoff

Capitalis

5 (a)invcrehaof disdisenapreswhissaccprpume

(b)capunme

(c)artthidisma10thecapdemacap

CCOUNTS Directors

est on divideo unpaid divi

d and call tog

ny General Mll on the mem

ot exceed the e dividend; af against the csation.

) The Compavestments or edit of the Re

ands of the Co shares and stributed amstributed by

ntitled theretopplied on behasolution mayhich shall be sued shares ocepted by suovided that a

urpose of thisembers of the

) A General Mpital assets

ndistributed pembers on the

) For the purticle, the Boainks expedienstribution of aade to any m/- may be dise specific aspitalised fund

elivered to theay appoint anpitalised fund

s to keep true

nds. idend shall be

gether.

Meeting declarmbers of such

dividend paynd the dividecalls.

any in Gener other assets feserve Accouompany and a standing to

mongst such way of divid

o as capital aalf of such sh

y provide, anydistributed a

or debenturesuch shareholda Share Premis Article, onle Company as

Meeting mayof the Comprofits of the footing that

rpose of giviard may settlnt and in paany specific a

members uponsregarded in sets in trustds as may seee Registrar fony person to sd, and such ap

e accounts.

ear interest as

ring a divide amount as thyable to him end may, if so

ral Meeting forming part unt or Fund, available for

o the credit of the share

dend and in and that all ohareholders iny unissued shaccordingly os or debenturders in full sium account ly be applieds fully paid bo

y resolve that mpany, or anhe Company t they receive

ing effect to le any difficuarticular mayassets, and man the footing order to adjuees upon suem expedientor registrationsign such conppointment s

312

s against the C

nd may on thhe meeting fixand so that th

o arranged be

may by a sp of the undivior any Capitdividend (or of the Share

eholders as w the same pr

or any part ofn paying up inhares or deber in or towarre-stock and atisfaction ofand a Capita

d in the payionus shares.

any surplus ny investmen

not subject the same as c

any resolutioulty which my issue fractioay deterof the value

ust the rights uch trusts fort to the Boardn in accordancntract on behashall be effect

Company.

he recommenxes, but so thahe call be ma

etween the Co

pecial resolutided profits otal Redempti representing es Premium would be en

roportions onf such capitan full either aentures or derds payment that such di

f their interesl Redemption

ing of any un

moneys arisnts representto charge m

capital.

on under themay arise in r

onal certificarmine that sso fixed or thof all parties r the person

d. Where requce with Sectioalf of the persive.

Scotts Ga

ndation of theat the call on eade payable aompany and t

tion resolve of the Compaion Reserve A premium rec Account) bntitled to recn the footing alised value ot par or at suc

ebenture stockof the uncallestribution or st in the saidn Reserve Accnissued share

ing from the ting the sam

may be distri

e preceding pregard to thetes and may

such cash pahat fraction o and may ves

n entitled to uisite, a propeon 75 of the Asons entitled

arments Limi

e Directors meach member

at the same timthe member, b

that any moany standing tAccount, or iceived on the e capitalisedceive the sam that they beor sum or funch premium ak of the Comed liability on payment shad capitalised count may, foes to be issu

realisation ome, or any ibuted among

paragraphs oe distributiony fix the valuayments shaf less value th

st any such cathe dividend

er contract shAct, and the Bto the divide

ited

make a r shall me as be set

oneys, to the in the issue

d and me if

ecome nd be as the

mpany n any all be sum, or the

ued to

of any other g the

of this n as it ue for all be han ` ash or ds or

hall be Board end or

186

188

189

190

191

WI 201

6 ThBo

(a)

(b)

(c)

WoffReprprAcshtraretto areaffof bu

Statemen8 Th

of Ba

Copies s9 A

or witheshthe

0 Evthewhap

Auditors

1 Auto

INDING UP Liquidat

1 Th

he Company sooks of Accou

) all sumwhich t

) all sales

) the asse

here the Boarfice of the Cegistrar a noteserve in gooeceeding the ccounts. Whe

hall be deemeansactions effturns, made u the Compane kept as afofairs of the Co Accounts an

usiness hours.nt of Accounthe Directors s the Act, cau

alance Sheets,shall be sent toprinted copy attached theith a copy of te prescribed

hall not less thereto pursuan

very Balance Se Company ihich modifica

pproved by ths

uditors shall b 233 of the Ac

tor may dividhe Liquidator

shall keep at t

unt in accorda

ms of money rthe receipts an

s and purchas

ets and liabili

rd decides toCompany, thetice in writinod order the current year

ere the Comped to have cofected at the up to dates at

ny at its officeoresaid. The Bompany or brnd other boo. ts to be furnisshall from timuse to be prep Profit and Loo each Memb

y of every balreto) which ithe Auditors' form, as laid

han twenty onnt to the provSheet and Proin general meations may frhe shareholde

be appointedct.

de assets in spr on any wind

the Office or

ance with Sect

received and nd expenditu

ses of goods b

ities of the Co

o keep all or ae Company ng giving the Books of Acr together wipany has a bromplied with branch officet intervals of ne or other plaBooks of Accranch office, aoks and pape

shed to Generme to time, in

pared and tooss Accounts

ber. ance sheet (ins to be laid b Report or a s

d down undene days beforevisions of the sofit and Loss eeting shall brom time to tirs at a genera

and their rig

pecie. ding-up (whe

313

at such othertion 209 of th

expended byure take place;

by the Compa

ompany.

any of the Boshall within

e full addresccounts relatiith the vouchranch office, this Article ie are kept atnot more thanace in India, aounts shall g

as the case maers shall be o

ral Meeting. accordance w

o be laid befo and Reports

ncluding everbefore the Comstatement conr Section 219e the date of tsaid Section. Account of t

be conclusive ime be consid

al meeting.

ghts and dutie

ether volunta

r place in Indie Act with res

y the Compan;

any; and

oks of Accou seven days ss of that othing to a periohers relevant

whether in oif proper Boot the branch n three monthat which the give a true anay be and expopen to inspe

with Sectionsore the Comp as are require

ry document mpany in An

ntaining salien9 of the Act athe Meeting, b

the Company except as regdered proper

es regulated i

ary, under su

Scotts Ga

ia as the Boarspect to:

ny and the ma

unts at any pl of the decisher place. Thod of not lesto any entry

or outside Inoks of Accouoffice and prhs, are sent byCompany's B

nd fair view plain its transaection by an

210, 211, 212pany in Geneed by these Se

required by lnnual Generalnt feature of sas the Compabe sent to eve

y when auditegards any mar by the Board

in accordance

upervision or

arments Limi

rd thinks fit p

atters in resp

lace other thasion file withhe Company s than eight

y in such Boodia, the Com

unts relating troper summay the branch Books of Accoof the state oactions. The B

ny Director d

2, 215, 216 aneral Meeting ections.

law to be annl Meeting togsuch documeany may deeery person en

ed and adopteatters in respd of Director

e with Section

compulsory)

ited

roper

ect of

an the h the shall years

oks of mpany to the arised office ounts of the Books uring

nd 217 such

nexed gether nts in m fit,

ntitled

ed by ect of s and

ns 224

) may

IN 202

SE 203

GE204

wishmafor

NDEMNITY ADirectors

2 Evthecricothe

CRECY CLASecrecy C

3 (a)accDisecacchimdumapr

b) pethetraCoCo

ENERAL POW4 W

prso thebepr

ith the sancti

hares capital, day with the lir the benefit o

AND RESPONs' and others'

very officer ore Company aiminal, in whnnection withe Court. USE Clause. ) Every Direcountant or oirectors, beforcrecy respecticounts with imself not to r

uties except watters relate aovisions in th

No memberermission of the Company's ade, secret prompany and wompany to disWER herever in thivilege or aut authorised be Company t

een permittedovided.

ion of a Specdivide amongike sanction, vof the contribu

NSIBILITY right of inder Agent for thagainst all liabhich judgemenh any applica

ector, Managother person ere entering uing all transaindividuals areveal any of

when requiredand except a

hese presents

rs shall be enhe Directors o trading, or anrocess of any which in the sclose.

he Companiethority or thatby its articles, to have such d by the Act

cial Resolutiog the contribuvest any part utors as the li

emnity. he time being bility incurrent is given in ation under Se

ger, Auditor,employed in

upon his dutictions and aff

and in matter the matters wd so to do byand so far as contained.

ntitled to visor to require ny matter wh other matteropinion of th

es Act, it hat the Compan then and in t rights, privilt, without the

314

on, but subjeutors in specie of the assets iquidator, wit

of the Compd by him in dhis favour orection 633 of

Treasurer, the business ies, sign a defairs of the Crs relating thewhich may coy the Director may be nec

sit or inspectdiscovery of

hich is or mayr which may he Directors, i

as been provny could carrythat case this lege or authoere being an

ct to the righe any part of of the Compth the like san

pany shall be idefending anyr in which he the Act, in w

member of of the Comp

eclaration pleCompany with

ereto, and shome to his knors or by law oessary in ord

t any works or any inform

y be in the nat relate to the it would be in

vided that thy out any tran regulation he

ority and to cny specific re

Scotts Ga

hts attached the assets of

pany in trusteenction, shall th

indemnified oy proceedingis acquitted o

which relief is

a Committepany shall, if dging himsel

h the customehall by such dowledge in thor by the persder to comply

of the Commation respecture of a trade conduct of tnexpedient in

he Company nsaction onlyereto authoriscarry such traegulation in t

arments Limi

to any prefe the Companyes upon suchhink fit.

out of the assgs, whether cior discharged granted to hi

e, servant, aso required blf to observe ers and the stdeclaration phe discharge son to whomy with any o

mpany withoucting any detae secret mystehe business o

n the interest o

shall have y if the Compases and empoansactions as that behalf h

ited

erence y and

h trust

sets of ivil or

d or in im by

agent, by the strict ate of ledge of his

m such of the

ut the ails of ery of of the of the

right, any is owers have

herein

ThbusyeabehDoStoon

Ma

1

2

3

4

5

6

7

8

9

Ma

1

2

3

4

5

e following csiness carriedars before thihalf of the Co

ocuments beloock Exchange any working

aterial contra

1. MemoranCorporate

2. MemoranBank, Co-

3. MemoranPvt. Limit

4. Escrow ARegistrar

5. Syndicate

6. Underwri

7. Copy of Registrar

8. Copy of Registrar

9. Share SubShare Sub

aterial Docum

1. Memorantime.

2. Shareholdthis Issue.

3. Resolutionand Mrs. N

4. Audited Bon Octobe

5. Consents Directors referred to

MAT

ontracts and d on or intenis RHP), whicompany. Copow all of wh

es and may beg day from the

acts

ndum of Unde Services Lim

ndum of Und-Book Runnin

ndum of Undeted, Registrar

Agreement da to the Issue.

e Agreement d

iting Agreem

Tripartite ag to the Issue.

Tripartite ag to the Issue.

bscription cumbscription cum

ments

ndum of Asso

ders’ resolutio.

ns passed at Nuzhat Aisha

Balance sheeter 31, 2012 an

of Auditors, of our Compo, in their res

SECT

ERIAL CON

agreements rnded to be cach are or maypies of these chich have beee inspected ae date of this

derstanding dmited, Book R

derstanding dng Lead Mana

erstanding dar to the Issue.

ated [•], betw

dated [•] betw

ent dated [•]

greement da

greement da

m Shareholdem Shareholde

ociation and

ons dated 10/

the EGM daa Naseer.

ts and Profit nd for the fina

, Bankers to pany, Compapective capac

TION VIII - O

NTRACTS AN

referred to (narried on by y be deemed contracts togen attached to

at the RegisterRHP until the

dated 24/09/Running Lead

dated 25/09/ager to the Iss

ated 25/09/2

ween the Com

ween the Com

between the C

ated 06/12/2

ted 29/11/2

ers Agreemeners Agreemen

Articles of A

/06/2010 and

ated 30/03/20

and Loss Accancial years en

the Companany Secretarycities.

315

OTHER INFOND DOCUME

not being contthe Companymaterial to b

ether with coo the copy ofred Office of e date of closu

2010 entered Manager to t

/2010 enteredsue.

010 entered in

mpany, the BR

mpany, BRLM

Company, BR

2010 entered

010 entered

nt dated 19/1nt dated 21/02

Association of

d 19/12/2012

010 approvin

counts of thending on Mar

ny, Bankers toy & Complia

ORMATIONENTS FOR IN

tracts enteredy or contract

be material haopies of documf this RHP an the Companure of the sub

d into betweethe Issue.

d into betwee

nto between

RLM, the Esc

M and Syndica

RLM and Syn

into betwee

into betwee

12/2012 and 2/2013

f the Compa

2 in relation

ng the remun

Company forch 31, 2012, 2

o the Issue, Bnce Officer, L

Scotts Ga

N NSPECTION

d into in the ots entered intave been entements referrend have been

ny between 9:bscription Lis

en the Compa

en the Comp

the Company

row Collectio

ate Members.

ndicate Memb

en the Comp

en the Comp

Supplementa

ny, as amend

to the Pre-IP

eration of Mr

or seven mon2011, 2010, 20

BRLM, RegisLegal Adviso

arments Limi

N

ordinary courto more than ered into by oed under Matn delivered to30 am to 5:30

st.

any and Key

pany and Ca

y and Link In

on Banks and

bers.

pany, CDSL

pany, NSDL

ary Agreemen

ded from tim

O Placement

r. Naseer Ah

nths period en09 and 2008.

strar to the Isor to the Issu

ited

se of two

or on terial o the 0 pm

ynote

anara

ntime

d the

and

and

nt to

me to

t and

hmed

nded

ssue, ue as

6

7

8

9

1

1

1

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Arss

6. Legal Duedue dilige

7. Copy of Anantha including

8. Copy of cAuditors

9. Copy of cAuditors

10. Copy of In11 dated 2

11. Copy of 11/01/20

12. SEBI Obsand ExchaRunning L

13. Tripartite Limited dBangalore

14. CARE IPO

Any of the corequired in tshareholders statutes.

e Diligence Rence certificat

certificate da& Co., Char

g capitalisation

certificate datof the Compa

certificate datof the Compa

n-principle ap21/12/2010 fo

In-principle 11 for listing

ervation Lettange Board oLead Manage

MOU betwdated 03/06/e dated 02/06

O Grading vid

ontracts or dohe interest osubject to co

Report dated 2te dated 30/1

ated 10/01/2rtered Accounn statement, t

ted 28/06/20any regarding

ted 25/03/20any regarding

pproval receior listing of th

approval recof the securit

ter No. CFD/f India and re

er) vide their l

ween Governm/2010 and 046/2010.

de their letter

ocuments meof our Compompliance of

28/09/2010 b0/2012.

2013 issued bntants in termtaxation state

012 issued byg tax benefits

013 issued byg sources and

ved from BSEhe securities o

ceived from ties offered th

/DIL/SP/DKeply to the obletter no. SGL

ment of Kara/06/2010 an

r dated 01/03

entioned in thpany or if re

the provision

316

by DSK Legal,

by the Peer Rms of Part Iment and acc

y Siddaiah & accruing to th

y Siddaiah & d deployment

E vide their leoffered throu

NSE vide thhrough this Of

K/9407/2012 bservation byL/CL/GS(01)

anataka, ournd Karanataka

/2013

he RHP may quired by thns contained

, Advocates, L

Review AudiII Schedule IIcounting ratio

Ram Charterhe company a

Ram, Charte of funds.

etter no. DCSgh this Offer

heir letter noffer Documen

dated 26/04/ Keynote Cor

) dated 30/10

Company aa Governmen

be amended he other part in the Comp

Scotts Ga

Legal Adviso

itor of the CoI of the Com

o.

red Accountaand its shareh

red Accounta

S/IPO/RK/IP Document at

o. NSE/LISTnt at NSE.

/2012 issued rporate Servic/2012

and Bombay nt Oder No.

or modified ties, without panies Act an

arments Limi

or to the Issue

ompany, M/mpanies Act

ant and Statuholders.

ant and Statu

PO-IP/1349/2t BSE.

T/155676-Y d

by the Securces Limited (B

Rayon FashCI 200 SPI 2

at any time reference tond other rele

ited

e and

/s. G 1956

utory

utory

2010-

dated

rities Book

hions 2010,

if so o the evant

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SdN

SdC SdA SdN Si SdS.

DP

l the relevantthe regulatio

curities and Eatement madecurities and Eay be. We furt

gned by all D

d/- Naseer Ahmed

d/- C.R.Murali

d/- Azeezulla Baig

d/- Nuzhat Aisha

igned by the

d/- . Guruswamy

Date: April 12Place: Bangalo

provisions oons issued bExchange Boe in this Red Exchange Boather certify th

Directors

d

g

Naseer

Company Se

y Babu

2, 2013 ore

of the Company Securities

oard of IndiaHerring Pros

ard of India Ahat all stateme

ecretary and C

PAR

DECLA

nies Act, 1956and Exchang Act, 1992, a

spectus is conAct, 1992 or ruents in this Re

Compliance O

317

RT III

ARATION

6, and the guige Board of as the case mntrary to the pules made theed Herring Pr

Officer

idelines issueIndia, establ

may be, haveprovisions ofere under or rospectus are

Sd/- A Arumugh Sd/- B.S. Patil Sd/- M.M.Chopr Sd/- S.Thiruvad

Scotts Ga

ed by the Govlished under e been complf the Companregulations is true and corr

ham

ra

di

arments Limi

vernment of I Section 3 oflied with and

nies Act, 1956ssued, as the rect.

ited

India f the d no

6, the case