PR001ZY

i ii*^%*i *m*r m *^w Compiled by: Asian CERC Information Technology Ltd
Lakhani
Lakhani India Limited

(Formerly LAKBROS SHOE CO. LIMITED) jd- Office: Plot 131, Sector-24, Faridabad-121005, Haryana India. Gram : Lakhani Phone: 0129-232793/94/95 Fax : 0129-233320,232790 Telex : 343238 LAKI IN
Public Issue of 38,40,000 Equity Shares off Rs. 107- each for cash at a premium of 'Rs. 110/- per share aggregating Rs. 4608 lacs and Issue of 3,60,000 Equity Shares of Rs. 107- each for cash at a premium of Rs. 1107- per share aggregating Rs. 432 lacs \ reserved for firm allotment to a group of NRI s and Mutual Funds
1. 2. 3.
Flagship company of the 'Lakhani' Group. Existing, profit making, dividend paying Company with a consistent growth record. Promoter having 28 years of experience in the industry under whose stewardship the group has bagged several awards for exceHonee in performance such as Bharat Ratna Vishvesvarya Award, Udyog Vibhushan Award, Udyog Patra Award and Export Award. The-Group is the largest manufacturer of Beach Slippers and second largest manufacturer of Canvas Shoes in India. (Source: Certificate dated December 12,1994 provided by All India Federation of Rubber Footwear Manufacturers). Lakhani has a well established Brand Equity having popular Brands like LAKHANI HAWAI, LAKHANI CANVAS and SHOCKER, SIXER, MIZ AND KIDZ in the sports shoes segment. Promoters' holding 69.53% of the post issue paid up capital. Project for expansion cum modernisation of the Non Leather Shoe Unit and diversification into the high potential area of Leather Shoes and 'Stuck on Shoes'. The company is setting up facilities for the manufacture of 15 Lacs pairs of sports shoes annually as per specifications of 'Reebok International Ltd.' who haw also shown interest in sourcing a total of 37 Lacs pairs of sports shoes over period of next 3 years. Assured market for its products as Group has established a network of 268 distributors and 12,000 retailers appointed by them and spread all over India. Easy liquidity: Listing at Delhi, Bombay, Calcutta, Bangalore & Ahmedabad Stock Exchanges.
RISK F A C T O R S INTERNAL TO THE COMPANY: 1. The cost of the project and the financial projections appearing in the offer document are based on the Company's own estimates. 2. The Company has not made any firm tie-ups to meet the obligation to export 75% of the output of the Leather Division from the third year of operations. 3. The Company has commercial disputes totalling Rs. 04.43 lacs. EXTERNAL TO THE COMPANY: 4. Fluctuations in the Exchange Rates may affect the cost of imported plant & machinery, raw materials and realisation 5. Adverse changes in the Government Policies in regard to the Export Policy may affect the operations of the Company as Exports constitutes significant part of its Income.
of the projections. to p note the past performance of the compaiiy ior the last five years as appearing under the head
^_ ^|--_ ^_ ^l,i alMla inn impel* on junmceiiwii 01 ^.^^.l.-^*-!^*^^ manng AM Investment in this Issue. pramunr nvraiv ^*m^^m^ HI
m
in implementing number of similar projects and are confident about the cost and the
LEAD MANAGERS TO THE ISSUE
rrc CLASSIC FINANCE UNITED

A-19. Onkar DMP, Middle Circle ConnaUpht Ptace, New DemM 10001 Tel: 91-11-332 4719,332 0474 Fax:91-11-3722135
VIS FINANCE LTD. C-489, Defence Colony. NewDelhi-110024 Tel.: 91-11-4601910 (10 Lines) Fax:91-11-4616224
BOI FINANCE LIMITED x Stock Exchange Building. 24th Floor, Dalai Street. Bombay-400 023. Tel.: 91-22-265 4330, 265 0705 Fax:91-22-2654276
ADVISORS TO THE ISSUE MAFATLAL FINANCE CO. LTD, MaMM House. Backbay Reclamation Bombay-400 020 Tel.: 91-22-283 7118,283 7119 Fax: 91-22-20* 3571
:: ? S h o r e On Application
REGISTRARS TO THE ISSUE MAS SERVICES PVT. LTD. AB-4. Safdarjung Enclave, MewDelhi-110029 Tel.: 91-11-80 4142. 604326 Fax:91-11-600128
ISSUE OPENS ON 30th JUNE 1 995
Compiled by: Asian CERC Information Technology Ltd
Lakhani
S H O E S
PARTI
LAKHANI INDIA LTD

(Formerly LAKBROS SHOE CO. LIMITED) Regd. Off.:Plot 131, Sector-24, Faridabad-121 005, HARYANA, INDIA Gram : LAKHANI Phone : 0129-232793/94/95 Fax: 0129-233320,232790 Telex : 343238 LAKI IN I. GENERAL INFORMATION CORPORATE STATUS The company was incorporated as Lakbros Shoe Co. Pvt. Ltd. on 28th December 1981. Subsequently the company became a Deemed Public Company Under Section 43 A (1) of the Companies Act, 1956 and the word Private was deleted from its name w.e.f. 14.07.39. The name of the compar/ was changed to LAKHANI INDIA LTD. by passing a special resolution on 25th August 1994 and a fresh certificate of incorporation was obtained on 12th September 1994. The shareholders passed a special resolution on September 16, 1994 for adoption of new set of Articles of Association by deleting the restricting clause u/s 3(i)(iii) of the Companies Act, 1956 and as such the company is now a public company within the meaning of Section 3 (i) (iv) of the Act. LICENSES Under the existing Industrial Policy the Company does not require an Industrial License for manufacturing Non-Leather Shoes. However, the company has already obtained registration with Secretariat for Industrial Approvals, Department of Industrial Development, Ministry of Industry, for manufacture of 50 Lac pairs of non leather shoes at Faridabad Industrial Area, Faridabad vide their letter no. SIA E!R/620 (89) DM5th September, 1989. The Company has also applied for an Industrial License formanufacture of 6 lacpairsof Leather Shoes, whionhasbeen approved by Secretariat of Industrial Approvals, Department of Industrial Development, Ministry of Industry, vide their letter No. Ll:519 \ 1994) dated Dec. 30, 84. T must, 'S distinctly understood that in giving these licenses and the Registration the Central Government do not take respon s:bility for the financial soundr .'ss of any scheme or for the correctness of any of statements made or opinions expressed in this regard. DISCLAIMER CLAUSE (SEBI) SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPRO VED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR RNANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE, OR FOR CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. SEBI HAS VETTED THE OFFER DOCUMENT FILED WITH IT FOR A LIMITED PURPOSE OF OVERSEEING, WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI GUIDELINES FOR DISCLOSURE & INVESTOR PROTECTION FOR THE TIME BEING IN FORCE. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE OFFER DOCUMENT, THE LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILI GENCE TO ENSURE MANAGER TO THE ISSUE, ITC CLASSIC FINANCE LIMITED, HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED DECEMBER 22, 1994 IN ACCORDANCE WITH SEBI (MERCHANT BANKERS) REGULATION 1992 WHICH READS AS FOLLOWS : 1. 2. We have examined various documents including those relating to litigations like commercial disputes, patent disputes, disputes with collaborators etc., and other materials in connection with the finalisation of the draft Prospectus pertaining to the said issue. On the basis of such examination and the discussions with the company, its Directors and other officers, other agencies, independent verification of the statements concerning objects of the issue, projected profitability, price justification and the contents of the documents and o'her papers furnished by company, WE CONFIRM that: a, the draft Prospectus forwarded to SEBI is in conformity with the documents, materials and papers relevant to th- issue; b all the legal requirements connected with the said issue as also the guidelines, instructions, etc. issued by the SEBI, the Government and any other competent authority in this behalf have been duly complied with; and c; the disclosures made in the draft Prospectus are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue. We confirm that, besides ourselves, all the intermediaries named in this Prospectus are registered with SEBI and that til! date such registration is valid. We have satisfied ourselves about the worth of the underwriters to fulfill the underwriting commitments.
k
3. 4.
This acknowledgement however does not absolve the Company from any liabilities under section 63 of the Companies Act, 1956 or from the requirement of obtaining such statutory or other clearances as may be required for the purposes of the proposed issue. SEBI further reserves the right to take up at any point of time with the Lead Managers (Merchant Bankers) any irregularities or lapses in the offer document. AUTHORITY FOR THE PRESENT ISSUE The members of LAKHANI INDIA LIMITED have approved this Public Issue of Equity Shares in terms of this Prospectus under Section 81(1-A) of the Companies Act, 1956 by a Special Resolution passed at the Extra Ordinary General Meeting held on November 30, 1994, further revised vide resolution dated Jan 31, 1995, passed at the meeting of Board of Directors. LISTING Listing Applications have been made to the Stock Exchanges at Delhi, Bombay, Calcutta, Ahmedabad and Banglore for permission to deal in and for an official quotation of the Equity Shares of the Company. FILING A copy of this prospectus having attached thereto the documents as required to be filed under Section 60 of the Companies Act, 1956, (hereinafter referred to as "the Act") has been delivered for registration to the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
1
Lakhani
S H O E S
INSPECTION Copies of the above mentioned documents are kept open for Public Inspection at the Regd. Office of the Company on all working days between 11.00 A.M.& 1.00P.M. until the closing date of subscription list
IMPERSONATION
Attention of the applicants is specifically drawn to the provisions of Sub-section( 1) of Section 68-A of the Companies Act, 1956, which are reproduced below:'ANY PERSON WHO A) B) MAKES IN A FICTITIOUS NAME AN APPLICATION TO A COMPANY FOR ACQUIRING OR SUBSCRIBING FOR ANY SHARE THEREIN, OR OTHERWISE INDUCES A COMPANY TO ALLOT, OR REGISTER ANY TRANSFER OF SHARES THEREIN TO HIM, OR ANY OTHER PERSON IN A FICTITIOUS NAME, SHALL BE PUNISHABLE WITH IMPRISONMENT FOR A TERM WHICH MAY EXTEND TO FIVE YEARS."
DECLARATIONS MINIMUM SUBSCRIPTION IF THE COMPANY DOES NOT RECEIVE THE MINIMUM SUBSCRIPTION OF 90% OF THE ISSUED AMOUNT, INCLUDING DE VOLVEMENT OF UNDER WRITERS WITHIN 60 DAYS FROM THE DATE OF CLOSURE OF THE ISSUE, THE COMPANY SHALL FORTHWITH REFUND THE ENTIRE SUBSCRIPTION AMOUNT RECEIVED. FOR DELAY BEYOND 78 DAYS FROM THE DATE OF OPENING OF THE ISSUE, IF ANY, IN REFUND OF SUCH SUBSCRIPTION, THE COMPANY SHALL PAY INTEREST ATTHE RATE OF 15% P.A. IFTHERE IS ANY DELA?" IN THE REFUND OF AMOUNT COLLECTED THE COMPANY AND THE DIRECTORS OF THE COMPANY SHALL BE JOINTLY ANLJf SEVERALLY LIABLE TO REPAY THE AMOUNT DUE BY WAY OF REFUND WITH INTEREST 15% P.A. FOR THE DELAYED PERIOD BEYOND 78 DAYS FROM THE DATE OF OPENING OF THE ISSUE. ALLOTMENT/REFUND Letters of Allotment/Share Certificates or Refund Orders as the case may be, will be dispatched to the sole/first applicant at their sole risk within 1 o weeks from the date of closing of the subscription list. If such money is not repaid within 8 days from the day the Company becomes liable to pay it, the Company and eve ryDirectorof the Company who is an officerin default, shall on and from the expiringof the 8th day be jointly and severally liable to repay that money with interest @ 15% p.a. The Company shall ensure despatch of Refund Orders of value over Rs. 1500/- and Share Certificates/Allotment Letters by Registered Post only and adequate funds for the purpose will be made available to the Registrars to the Issue. However, refund orders of value up to Rs.1500/- will be dispatched by post under certificate of posting. Where the permission having been applied for dealing and listing shares in Stock Exchange(s) referred to above & if such permission has not been granted by the Stock Exchanges within 70 days from the closure of the subscription list or where such permission is refused before the expiry of 70 days of closure of the subscription list, then the company shaH forthwith repay without interest all monies received from the applicants in pursuance of the prospectus and if any such money is not repaid within 8 days after the Company becomes liable to repay it (that is from the date of refusal or within 70 days from the closure of list whichever is earlier), the Company and every director of the Company who is an officer in default shall on and from the expiry of the 8th day be jointly and severally liable to repay that money with interest 6 15 % p.a. If however, an appeal against the decision of any recognised Stock Exchange refusing permission for the shares to be dealt in on that Stock Exchange has been preferred u/s 22 of the Securities ContractsXRegulation) Act, 1956 any allotment made under this prospectus shall not be void until the appeal is dismissed. RATING This being an issue of Equity Shares, rating is not required. TRUSTEES Since the proposed issue is of Equity Shares only, no Trustee is required to be appointed. ISSUE PROGRAMME HOURS ON THE RESPECTIVE DAYS AS MENTIONED BELOW OR EARLIER AT THE DISCRETION OF THE BOARD OF DIRECTORS OF THE COMPANY (HEREINAFTER REFERRED TO AS "THE BOARD") BUT NOT BEFORE THE CLOSE OF BANKING HOURS MENTIONED AGAINST THE CAPTION "EARLIEST CLOSING". ISSUE OPENS ON EARLIEST CLOSING ON ISSUE CLOSING NOT LATER FRIDAY, JUNE 30,1995 WEDNESDAY, JULY 5,1995 MONDAY, JULY 10,1995 BOI FINANCE LIMITED. STOCK EXCHANGE BUILDING, 24TH FLOOR, DALAL STREET, TEL.: 91-11-460 1910 (10 LINES) TEL: 91-22-265 4330,265 0705 FAX: 91-22-265 4276 ADVISORS TO THE ISSUE MAFATLAL FINANCE CO. LTD. MAFATLAL HOUSE, BACKBAY RECLAMATION BOMBAY-400020 TEL : 91-22-283 7118, 2837119 FAX: 91-22-204 3571 AUDITORS HARYANA FINANCIAL CORPN. SC017,18 & 19, SECTOR 17-A CHANDIGARH-160017 J.P. JAIN & CO. 104, SEC. 24 FARIDABAD
LEAD MANAGERS TO THE ISSUE VLS FINANCE LTD. ITC CLASSIC FINANCE LIMITED C-489, DEFENCE COLONY, A-19.0NKARDEEP, MIDDLE CIRCLE CONNAUGHT PLACE, NEW DELH1110 024 BOMBAY-400 023. NEWDELHI-110001 FAX : 91-11-461 6224 TEL.: 91-11- 332 4719, 332 0474 FAX :91-11-3722135 REGISTRARS TO THE ISSUE
CO MANAGERS TO THE ISSUE
BHARAT BHUSHAN SHARE NDA SECURITIES LTD. MAS SERVICES PVT. LTD. 201, ARUNACHAL BUILDING AB-4, SAFDARJUNG ENCLAVE, &STOCK BROKERS LTD. 19, BARAKHAMBA ROAD 5-E, RANI JHANSi ROAD NEWDELHI-110029 NEWDELHI-110001 JHANDEWALAEXTN. TEL : 91-11-60 4142, 604326 NEWDELHI-110055 FAX: 91-11-600128
Lakhani
S H O E S
UNDERWRITERS TO THE ISSUE Public Issue of 38,40,000 Equity Shares of Rs. 10/- each for cash at a premium of Rs. 110/-pershare aggregating Rs. 46,08,00,000 has been fully underwritten by Banks/Merchant Banks/Financial Institutions/Mutual Funds and Stock Brokers as under : A. FINANCIAL INSTITUTIONS/BANKS/MERCHANT BANKERS Name & Address of the Underwriters Underwriting Amount Letter dated Underwritten (Rs. in lacs)
HINDUSTAN FINANCIAL MGMT LTD. (MERCHANT BANKING DIVISION) 403, VISHAL BHAWAN 95, NEHRU PLACE NEWDELHI-110019 SOMDATT FINANCE CORPN. LTD. 56-58 COMMUNITY CENTRE EAST OF KAI LASH NEW DELHI-110065 PRUDENTIAL CAPITAL MARKETS LTD 11TH FLOOR, AMBADEEP BUILDING, 14, K.G MARG, NEWDELHI-110001. VCK CAPITAL MARKET SERVICES LTD DUCKBACK HOUSE, 41, SHAKESPEARE SARANI, CALCUTTA-700 017.
16.05.95
9.96
16.0595
4.92
16.05 95
9.96
LEAD MANAGERS ITC CLASSIC FINANCE LTD A 19, ONKARDEEP MIDDLE CIRCLE, CONNAUGHT PLACE, NEWDELHI-110001 VLS FINANCE LTD. C-489, DEFENCE COLONY pW DELHI-110 024 BOI FINANCE LIMITED STOCK EXCHANGE BUILDING 24TH FLOOR, DALAL STREET BOMBAY-400 023 ADVISORS MAFATLAL FINANCE CO. LTD. MAFATLAL HOUSE, 8TH FLOOR. NARIMAN POINT BOMBAY-400 020 CO-MANAGERS NDA SECURITIES LTD. 201, ARUNACHAL BUILDING 19, BARAKHAMBA ROAD NEWDELHI-110001. BHARAT BHUSHAN SHARE & STOCK BROKERS LTD. 5-E, RANIJHANSI ROAD JHANDEWALA EXTN. EW DELHI-110 055 '
16.05.95
714.84
16.05.95
15.00
16.05.95
1263.48
20.04.95
99.60
TEJI BRAR FINANCIAL SERVICES LTD. 16.0595 A-1/4, SAFDARJUNG ENCLAVE NEW DELHI-110029 ACE INTEGRATED FINANCE LTD. C-52, OKHLA INDUSTRIAL AREA PHASE-I, NEW DELHI-110 020 16.05 95
19.20
9.96
16.05.95
199.92
GOETZE (INDIA) FINANCIAL SERVICES LTD. 16.05.95 205 & 206, COMPETENT HOUSE F-14, MIDDLE CIRCLE, CONNAUGHT CIRCUS NEWDELHI-110001 ENAM FINANCIAL CONSULTANTS (P) LTD16.05.95 MERCHANT BANKING DIVISION, 24, B.D. RAJA BAHADUR COMPOUND, AMBA LAL DOSHI MARG, BO MB AY-400 001. KEYNOTE CORPORATE SERVICES LTD 16.05 95 403, EMBASSY CENTRE, NARIMAN POINT, BOMBAY-400 021. VIVEK FINANCIAL FOCUS LTD. 105, VISHWASADAN 9, DISTRICT CENTRE JANAKPURI NEW DELHI-110 058 SUSHIL FINANCE CONSULTANTS LTD 12, HOMJI STREET, BOMBAY-400 001. 16.0595
24.96
99.60
16.05.95
150.00
24.96
15.05.95
150.00
9.96
H ARYAN A FINANCIAL CORPORATION 15.05.95 SCO 17, 18 & 19, SECTOR 17-A & 16.05.95 CHAND1GARH-160017 MERCHANT BANKERS HARYANA STATE INDUSTRIAL DEV. CORP, LTD. MERCHANT BANKING DEPT. SCO 40-41, SECTOR 17-A CHANDIGARH-160017 LLOYDS FINANCE LTD 104, AVG BHAWAN, M-3. MIDDLE CIRCLE, CONNAUGHT PLACE, NEW DELHI- 110001. KARVY CONSULTANTS P. LTD. 6-1-68/2 SAIFABAD HYDERABAD-500004 PRABHUDAS LILADHER PVT. LTD. 915, MAKER CHAMBER NO.5. 221, NARIMAN POINT, BOMBAY-400 021. 16.05.95
49.92
16.05.95
15.00
49.92
HMG FINANCIAL SERVICES CO. PVT. LTD.16 05.95 208, ARUNACHAL BARAKHAMBA ROAD NEWDELHI-110001 16.05.95 15.00 PNR CAPITAL SERVICES LTD D-68, HAUZ KHAS, NEWDELHt-110016. MAYAR FINANCE LIMITED MAYAR HOUSE 2/16, ANSARI ROAD DARYAGANJ NEW DELHI-110002 RAUNAQ FINANCE LIMITED 17, SAN SAD MARG ALLAHABAD BANK BUILDGING NEWDELHI-110001 16.05.95
15.00
24.96
16.0595
15.00
16.05.95
15.00
16.05.95
4.92
16.05.95
24.96
Lakhani
S H O E S
GLOBAL FINANCE CORP. LTD. 16.05.95 204, SOUTH DELHI HOUSE 12, ZAMRUDPUR COMMUNITY CENTRE KAILASH COLONY, NEW DELHI-110048 MARG SECURITIES LIMITED 501, APEX CHAMBERS 20, THIAGARAJA ROAD T NAGAR MADRAS-600017 MONEYTECH FINLEASE LTD. 12-ASHOKA CHAMBERS B-5, RAJENDRA PARK PUSA ROAD NEW DELHI-110060 FORTUNE FINANCIAL SERVICES (INDIA) LTD. K-1, GREEN PARK NEW DELHI-110016 WEIZMANN LTD 812-A, INDRAPRAKASH BUILDING 21, BARAKHAMBA ROAD NEW DELHI-110 001 16.05.95
9.96
ALLIANZ CAPITAL & MANAGEMENT SERVICES LTD. EKANT HOUSE, 3, PANCHKUIAN ROAD NEW DELHI-110055
DB MERCHANT BANKING
160595
996
160595
1500
9.96
SERVICES LTD. 402, NEW DELHI HOUSE 27, BARAKHAMBA ROAD NEW DELHI-110001 MOREPEN FINANCE LTD. 417, ANTRIKSHA BHAWAN 22, KASTURBA GANDHI MARG NEW DELHI-110001 BRILLIANT INDUSTRIES LTD. 16, SHANTI MOHAN HOUSE AN SARI ROAD NEW DELHI-110 002 USHA MARTIN FINANCE CORPN LTD. 1206, NEW DELHI HOUSE BARAKHAMBA ROAD NEW DELHI-110 001 IMPERIAL CORPORATE FINANCE & SERVICES PVT. LTD. 318-319 INDRA PRAKASH 21, BARAKHAMBA ROAD NEW DELHI-110001 BANKS & MUTUAL FUNDS 16.05.95 492
16.05.95
4.92
16.05.95
14064
16.05.95
4.92
16.05.95
15.0C
16.05.95
9.96
16.05.95
4.92
INDOCOUNT FINANCE & LEASING LTD. 16.05.95 709, PRAGATI TOWER 28, RAJENDRA PLACE NEW DELHI-110008 F MEC. INVESTMENTS & FINANCIAL SERVICES PVT. LTD. 509, ARUNACHAL BUILDING, 19, BARAKHAMBA ROAD NEW DELHI-110001 ONIDA FINANCE LTD. 1007, MERCANTILE HOUSE, ,' 15, KASTURBA GANDHI MARG, NEW DELHI-110 001 ESCORTS FINANCIAL SERVICES LTD. N-6, PRATAP BUILDING, 1STFLR. CONNAUGHT CIRCUS NEW DELHI-110001 NAGARJUNA FINANCE LTD 44, FREE PRESS HOUSE FREE PRESS JOURNAL MARG 215, NARIMAN POINT BOMBAY APPLE INDUSTRIES LTD. 811, INDRA PRAKASH BUILDING 21, BARAKHAMBA ROAD NEW DELHI-110001 BDA FINCAP PVT. LTD. 1003, ARUNACHAL BUILDING 19. BARAKHAMBA ROAD NEW DELHI-110001 A.M. FINANCIAL SERVICES LTD. 211/3, KUCHA KASHMIRIAN NEAR BAGH JALIANWALA AMRITSAR
15.00
16.05.95
4.92
ALL BANK FINANCE LTD. 17, PARLIAMENT STREET NEW DELHI-110001 BANK OF MADURA LTD. 2877, HARDHYAN SINGH ROAD KAROL BAGH NEW DELHI-110005 UTI BANK LTD. KANCHENJUNGA BLDG. UG FLOOR 18, BARAKHAMBA ROAD NEW DELHI-110001 INDBANK MERCHANT BANKING SERVICES LTD. UG FLR., WORLD TRADE CENTRE BABAR ROAD NEW DELHI-110001 BOI MUTUAL FUND JEEJEEBHOY TOWERS 24TH FLOOR, DALAL STREET BOMBAY-400 023
16.05.95
24.96
16.05.95
24.96
16.05.95
24.96
16.05.95
99.60
16.05.95
15.00
16.05.95
15.00
15.03.95 & 16.05.95
24.96
16.05.95
9.96
24.04.95
99.60
16.05.95
150.00
TOTAL (A) 3780.00
16.05.95
4.92
Lakhani
B. BROKER UNDERWRITERS AND BROKERS TO THE ISSUE Name & Address of the Underwriters Letter Dated Amount Underwritten (Rs. in lacs)
D A SHAH & SONS 24/B, RAJA BAHADUR COMPOUND, HAMAM STREET FORT, BOMBAY-400023 M.P. VORA 1122, STOCK EXCHANGE TOWERS, 11TH FLOOR, DALAL STREET, BOMBAY-400 023. P.R. SUBRAMANYAM & SONS 31.TEMRINDLANE DALAL STREET, FORT BOMBAY- 400 023 SUSHILNSHAH 12, HOMJI STREET, BOMBAY - 400001 AHMEDABAD
16.0595
12.00
16.05.95
3.00
All letters dated 16.05.95 BOMBAY VINAY M SHAH 59, BAZAR GATE STREET 1ST FLOOR,FORT BOMBAY 400001 PRABHUDAS LILADHER PVT. LTD. 157, BAZAR GATE STREET 2ND FLOOR, FORT BOMBAY-400 001. 16.05.95
12.00
16.05.95
6.00
16.05.95
12.00
16.05.95
3.00
JSB SECURITIES LTD J;AMANWALA CHAMBERS, PROUND FLOOR, SIR P.M ROAD,
FORT, BOMBAY-400 001. AJITSURANA MUSTAFA BUILDING, 7A, SIR P.M. ROAD BOMBAY-400001 CLASSIC SHARE & STOCK BROKING SERVICES LTD. APEEJAY HOUSE, BASEMENT, DR. V B. GANDHI MARG, BOMBAY-400 023 K.G. VORA 40, KHATAU BUILDING 2ND FLOOR 8/10, MARINE STREET, FORT BOMBAY 400 023
16.05.95
6.00
JYOTISH BHOGILAL SHAH 707, 7TH FLOOR, , "SAKAR". OPP. GANDHIGRAM RLY. STATION, ASHRAM ROAD, AHMEDABAD - 380 009.
160595
12.00
16.05.95
6.00
INTERFACE,CAPITAL MARKETS PVT. LTD. 16.05.95 603, SAMRUDDHI OPP. GUJARAT HIGH COURT AHMEDABAD 380 014 KIRITVASSA 2096, NAGJI BHADARAN POLE UBHOKHANCHO, MANDVINI POLE AHMEDABAD-380 001 HINAVORA 2096, NAGJI BHUDARNI POLE UBHOKHANCHO, MANDVINI POLE AHMEDABAD 380 001 KALYAN BHAI MAYA BHAI SHAH 2242, MAHURAT POLE MANEK CHOWK AHMEDABAD-380 001 GAUTAM N JHAVERI OPP. BANK OF INDIA MANEK CHOWK AHMEDABAD-380001 CALCUTTA KESHAV KUMAR SARAF & CO 63, RADHA BAZAR STREET, 3RD, FLOOR, ROOM NO.34, CALCUTTA-700 001. M.B. NAHAR 3RD FLOOR, 12, INDIA EXCHANGE PLACE CALCUTTA 700 001. TARUNSETHIA 9, INDIA EXCHANGE PLACE, 3RD, FLOOR, ROOM NO.5, CALCUTTA- 700 001. 16.05.95 16.05.95
12.00
3.00
16.05.95
12.00
160595
3.00
16.05.95
9.00
16.05.95
3.00
ENAM SECURITIES PVT LTD 16.05.95 113 & 202 , STOCK EXCHANGE TOWERS 1ST FLLOR, DALAL STREET, MB AY 400 001. "TUSHARBEDI SIDHWA HOUSE, 3RD FLOOR N. A. SAWANTMARG COLABA, BOMBAY-400005 L K P SHARES & SECURITIES LTD. BANKOFMAHARASTRA BUILDING 4TH FLOOR, 45/47 B.S. MARG, BOMBAY - 400 023 16.05.95
12.00
16.05.95
12.00
3.00
16.05.95
6.00
12.00
PANKAJ KARANI 16.05.95 21-B, KHATAU BUILDING, I FLOOR, ALKESH DINESH MODI MARG, FORT. BOMBAY - 400 001 DALAL & BROACH A 21/22 OLYMPUS 2ND FLOOR, 179/81, PERIN NARIMAN POINT BOMBAY -400001 SAILESHDSHAH 24/B, RAJA BAHADUR COMPOUND, HAMAM STREET FORT BOMBAY-400023 16.05.95
12.00
16.05.95
9.00
9.00
16.05.95
12.00
16.05.95
9.00
GOPAL DAS BAGREE STOCK & SHARE BROKER, 7, LYONS RANGE, 2ND FLOOR, CALCUTTA-700 001.
16.05.95
6.00
Laknani
S H O E S
MURLIDHAR SONTHALIA 16, INDIA EXCHANGE PLACE CALCUTTA-700 001 VCK SHARE & STOCK BROKING SERVICES PVT. LTD 16, INDIA EXCHANGE PLACE, CALCUTTA- 700 001. OM PRAKASH MODI 2, CLIVE GHAT STREET SAGAR ESTATE, BASEMENT NO. 8 CALCUTTA-700 001 MADRAS CHANDRAKALA& CO. ROSY TOWER, 1ST FLOOR NO. 7, NUNGAMBAKKAM HIGH ROAD MADRAS-600034 ARIHANT&CO 138, RADHA KRISHNA SALAI, MYLAPORE, MADRAS-600 004.
16.05.95
3.00
16.05.95
9.00
BAJAJ CAPITAL FINANCIAL SERVICES UNITED INDIA LIFE BUILDING F BLOCK, CONNAUGHT PLACE NEWDELHI-110001 S.N. DAGA&CO. 402, NEW DELHI HOUSE, 27, BARAKHAMBA ROAD, NEWDELHI-110001. SHOREWALA&CO C/O PACE CAPITAL SERVICES LTD, UG-8, ESSEL HOUSE, 10, ASAF ALI ROAD, NEW DELHI-110 002.
16.05.95
300
16.05.95
900
16.05.95
6.00
16.05.95
12.00
16.05.95
3.00
SUBHASHCHUGH&CO. 1110, PRAKASH DEEP BUILDING 7, TOLSTOY MARG NEWDELHI-110001 16.05.95

3.00
16.05.95
6.00
JALAN&CO. DELHI STOCK EXCHANGE BLDG., ASAF ALI ROAD NEW DELHI 110 002.
16.05.95
3.00'
MADAN & CO LTD STOCK & SHARE BROKERS, SHARE HOUSE,

NO.61, MOORE STREET, MADRAS-600 001. SUN SECURITIES 357, MINT STREET 2ND FLOOR.SOWCARPET MADRAS NEW DELHI B.D. AGARWAL & CO. G-12 (GROUND FLOOR), "ARUNACHAL" '19, BARAKHAMBA ROAD, NEWDELHI-110001.
16.05.95
9.00
PNR SHARE & STOCK BROKERS LTD R-5, GREEN PARK MARKET, NEW DELHI-110 016. J. S. SAHNY&CO. 406, NEW DELHI HOUSE BARAKHAMBA ROAD NEWDELHI-110001 SAHNY ASSOCIATES 406, NEW DELHI HOUSE BARAKHAMBA ROAD NEW.DELHI-110001 A M SECURITIES LTD. UB 57 & 4, ANTRIKSH BHAWAN 22, KASTURBA GANDHI MARG NEWDELHI-110001 16.05.95 12.00 AMRIT LAL BAJAJ & CO. 606, KAILASH BLDG., 26, K.G. MARG NEWDELHI-110001. 16.05.95
3.00
16.05.95
6.00
16.05.95
3.00
16.05.95
3.00
16.05.95
3.00
16.05.95 '
12.00
16.05.95
3.00
N.D.A. SHARE BROKERS LTD., UB-12 A, INDRA PRAKASH BUILDING 21, BARAKHAMBA ROAD NEWDELHI-110001. EMERGING SECURITIES (PVT) LTD. 803-804, ARUNACHAL BUILDING 19 BARAKHAMBA ROAD NEWDELHI-110001 PRASAD&CO. UB-25, INDRA PRAKASH BARAKHAMBA ROAD NEW DELHI 110001 BHARAT BHUSHAN & CO. 304, ROHIT HOUSE 3, TOLSTOY MARG NEW DELHI 110001 M. AGGARWAL & CO 22 ASHOKA CHAMBER B5. RAJINDRAPARK, PUSA ROAD, NEW DELHI- 110060.
16.05.95
9.00
16.05.95
12.00
S.MAHESH&CO 3072/37 GOLA MARKET NEAR GOLCHA CENEMA DARYA GANJ NEW DELHI-110 002 ARUNA MANCHANDA 506, AMBADEEP, 14, K.G. MARG, NEWDELHI-110001. PADAMJAIN&CO 4/9, ASAF ALI ROAD, NEAR BANK OF INDIA, NEW DELHI-110 002. S.K. GARG&CO. A-263, DERAWAL NAGAR DELHI-110009
16.05.95
6.00
16.05.95
6.00
16.05.95
12.00
16.05.95
6.00
16.05.95
9.00
16.05.95
3.00
Lakhani
S H O E S
DEEPANSHU FINANCIAL SERVICES 14-UG, ESSEL HOUSE 10, ASAFALIROAD NEW DELHI-110002 MUNJAL INVESTMENTS D-205, M-4, KUNDAN HOUSE, 16 NEHRU PLACE, NEW DELHI- 110019. VINOD KUMAR & CO. A6, CONNAUGHT PLACE, NEW DELHI-110 001 HYDERABAD ZEN SECURITIES LTD. 101, VIJAYSHREE APARTMENTS, NAGAR JUNA NAGAR COLONY, YDERABAD-500873. XCEL ASSOCIATES 214, STOCK EXCHANGE TOWER 3-6-275 HIMAYAT NAGAR HYDERABAD - 500 029 M.S RAMAKRISHNA SHARE & STOCK BROKER 6-1-68/3/A, SAIFABAD, HYDERABAD- 500 004. '
16.05.95
3.00
GOPAL MAHESHWARI 1ST FLOOR, ROOM NO. 1 94, SIR HUKAMCHAND MARG, INDORE-452002 SANTOSH&CO 29, DHENU MARKET, 1ST FLOOR, S.G.S.I.T.S ROAD, INDORE- 450 003. SUNILAGARWAL 13, SOUTH HATHI PALA INDORE-452 007 BANGALORE SIVAN&CO. 48, CHURCH STREET KFC COMPLEX, GROUND FLR. BANGALORE-560001 RAJDHANI STOCKS NO. 125, SULTAN PET SRI BALAJI COMPLEX BANGALORE COCHIN
16.05.95
3.00
16.05.95
3.00
16.05.95
3.00
16.0595
3.00
16.05.95
3.00
16.05.95
3.00
16.05.95
9.00
16.0595
3.00
16.05.95
6.00
16.05.95
12.00 NITIN N SHAH C/O. MR. J. M. PAREKH NAUKA PRESS NEW ROAD COCHIN-652 002 GEOJIT&CO. BALA MANDIR, V.R.M. ROAD, RAVIPURAM, COCHIN - 682 016 AASHISH&CO. C/O MADRAS AUTO AGENCIES, OPP:SANGEETA TALKIES, NO. 36/11, BANERJEE ROAD, ERNAKULAM682018 ASHOKC. SHAH 305, CSE BROKERS COMPLEX KACHERIPADY COCHIN -682018 AMIYA & ASSOCIATES IIND FLOOR, FAIZAL CHAMBERS PULLEPADY, CROSS ROAD COCHjN-682018 KANPUR KAILASH NATH GARG 15/294, CIVIL LINES KANPUR-208001 SHARMA4CO 14/113, CIVIL LINES KANPUR-208001 RAJESH MITTAL & CO 14/113, PADAM TOWER, CIVIL LINES, KANPUR- 208 001. CHUKNOO&CO 78/53, LATOUCHE ROAD, KANPUR-208001. 16.0595
3.00
16.05.95
3.00
INDORE 16.05.95
3.00
J.VMODI 156, M.T CLOTH MARKET, 3RD FLOOR, INDORE-452 002. D.S SANCHETI SECURITIES & FINANCIAL SERVICES LTD. ' "SANCHETI BUILDING" 20/11. YESWANT NIWAS ROAD, INDORE-452 003. RlRMAL&CO 20/11, YESHWANT NIWAS ROAD, INDORE-452 003. RAVINDRAJAIN M-3, CITY PLAZA MG ROAD, INDORE KAILASHMEHTA C/O. M/S. HARI NARAYAN MOTILAL 2/4. JAWAHAR MARG RATHORE CHAMBERS SIYAGANJ, INDORE-452007 PRITIJAIN 16, BIMA NAGAR, INDORE-452001.
16.05.95
3.00
16.05.95
3.00
16.05.95
12.00
16.05.95
3.00
16.05.95
6.00
16.05.95
3.00
16.05.95
3.00
16.05.95
3.00
16.05.95
3.00
16.0595
3.00
MAHESHWARI INVESTMENT 16.05.95 & FINANCIAL SERVICES (INDORE) PVT. LTD 14/7, NORTH RAJMOHALLA, INDORE- 452.002 NEMCHANDJAIN&CO. 106, OLD AGGARWAL NAGAR SAVARNA VILLA INDORE - 452 001
3.00
16.0595
3.00
16.05.95
6.00
16.0595
12.00
S H O E S
UDAY MERCHANT 417, PADAM TOWER, '14/113, CIVIL LINES KANPUR-208001 AKMITTAL&CO PADAM TOWER, 14/113, CIVIL LINES, KANPUR-208001. A K. JOHARI & CO. CHAMBER 227, PADAM TOWER-II 14/113 CIVIL LINES KANPUR-208001 RNMITTAL&CO 417, PADAM TOWER CIVIL LINES, KANPUR-208001
16.05.95
12.00
GUWAHATI
. 16.05.95
3.00
16.05.95
3.00
ANIL BETALA & CO. SREE MANTHA MARKET A.T.ROAD GUWAHATI MUKESH KUMAR JAIN CIO. LAXMI ELECTRICALS & FURNISHINGS A.T. ROAD, PALTAN BAZAR GUWAHATI PARASMALJAIN ROOM NO.5, 3RD FLOOR SARAF BLDG ANNEXE AT. ROAD GUWAHATI 781 001. S.KNAHATA&CO BOTHRA BLDG, 2ND FLOOR, M.S ROAD GAUHATI-781001. MANGALORE
16.05.95
3.00
16.05.95
3.00
16.05.95
3.00
16.05.95 14/113,
12.00
16.05.95
3.00
BERRY & ASSOCIATES PADAM TOWERS 14/113, CIVIL LINES KANPUR-208001 MUKESHSHROFF CABIN NO. 126, PADAM TOWERS, 14/113, CIVIL LINES, KANPUR-208001. PRADEEP SANTOSH & CO. PADAM TOWERS 14/113, CIVIL LINES KANPUR-208001 PUNE SANJAYM. MUNOT " ASHIRWAD", 832, SADASHIV PETH CHITRASHALACHOWK ' PUNE 411 030 LUDHIANA B.LBHALLA&CO 419 20, STOCK EXCHANGE BLDG, FEROZE GANDHI MARKET, LUDHIANA- 141 001. ASHOK KUMAR GUPTA & CO. 214, STOCK EXCHANGE BUILDING, FEROZE GANDHI MARKET, LUDHIANA-141 001. KUMAR KHANNA&CO., 407, STOCK EXCHANGE BUILDING FEROZ GANDHI MARKET LUDHIANA- 141 001 SUBODH GUPTA & CO. ROOM NO. 532, LSE BDG FEEROZ GANDHI MARKET LUDHIANA-141 001 VI JAY GUPTA & CO. STOCK EXCHANGE BUILDING FEROZ GANDHI MARKET LUDHIANA-141 001
16.05.95
6.00
9
16.05.95
3.00
16.05.95
3.00
NAVEEN FERNANDES 1ST FLOOR, KAIRANNA BUILDING, JYOTHI MANGALORE - 575 002
16.05.95
3.00
JAGDISH N. MASTER C/O SYLVESTER LOBO KAPRIGUDA NEAR FALNIR POST OFFICE MANGALORE-575 001 NAVIN & ASSOCIATES C/O MAMATHA PRINTERS, KULSHEKAR POST, MANGALORE-575 001. PARULKSHAH VASANT VIHAR KADRI TEMPLE ROAD MANGALORE-575 002 PATNA MANOJ KUMAR SARAF 601 -B, ASHIANA PLAZA, BUDHA MARG, PATNA- 800 001 (BIHAR) VIPPIN MADDAN & CO. ASHIANA PLAZA, 9TH FLOOR BUDH MARG PATNA-800 001 JODHANI&CO. 609, ASHIANA PLAZA BUDH MARG, PATNA-800001 SINGHAL&CO. 607, ASHIANA PLAZA BUDH MARG PATNA-800001 KESAR DEO DALMIA 510, ASHIANA PLAZA, BUDH MARG, PATNA- 800 001.
8
16.05.95
12.00
16.05.95
3.00
16.05.95
6.00
16.05.95
3.00
16.05.95
3.00
16.05.95
6.00
16.05.95
3.00
16.05.95
3.00
16.05.95
3.00
16.05.95
3.00
16.05.95
3.00
16.05.95
3.00
16.05.95
3.00
16.05.95
9.00
Lakhani
S H O E S
JAIPUR SUNITA GUPTA & CO C/O ANIL JAIN, TRIDENT EXPRESS, OPP. INDIAN COFFEE HOUSE, M.I ROAD, JAIPUR-302 001. K.S. SCO D-136.KAILASHMARG, BAN I PARK, JAIPUR. UPENDRAA. GANDHI & CO D- 51 PIYUSH PATH, BAPU NAGAR, JAIPUR-302 015. PREM SOMANI & ASSOCIATES 17, PUROHITJIKABAGH, M.I ROAD, JAIPUR-302 001. MITHILESH AGGARWAL & CO KALA BHAVAN, M.I ROAD, JAIPUR. MANOJ BHARGAVA O-17, MALVIYA NAGAR ASHOK NAGAR C SCHEME JAIPUR 302 001 16.05.95 12.00
SUNIL PRABHAKAR & CO. 3594, GOURI NAGAR BHUBANESWAR RAJKOT DINESH H. SHAH JASMIRA GROUP, 1, DWARAM 17-19, JAGNATH PLOT DR. YAGNIK ROAD RAJKOT - 360001 KAUSHIKNSHAH 1.VARDHAMAN NAGAR 'RAJESH' PALACE ROAD RAJKOT ANILDHULIA 241, 2ND, FLOOR, SHRI JAYKHODIYAR COMMERCIAL CENTRE, RAJPUT PURA MAIN ROAD, RAJKOT-360001. VADODARA
16.05.95
6.00
16.05.95
3.00
16.05.95
9.00
1605.95
3.00
16.05.95
9.00
16.05.95
9.00
16.05.95
6.00
16.05.95
3.00
16.05.95
3.00
VIREN M. SHAH 223 PARADISE COMPLEX 2ND FLOOR, SAYAJI GANJ VADODARA - 390 005 MANOJ.B.GHIYA 22,226/227, PARADISE COMPLEX TILAK ROAD, SAYAJI GANJ VADODARA - 390 005 SHAILESH S JHAVERI C/O OJA STER PRODUCTS PVT LTD BASEMENT ANAND CHAMBERS OPP. PARADISE COMPLEX SAYAJI GANJ VADODARA - 390 005 URJITA J MASTER 110, PARADISE COMPLEX SAYAJI GUNJ VADODARA-390005 KETKI P KARANI 110, PARADISE COMPLEX SAYAJI GUNJ VADODARA-390005 COIMBATORE M.SREDDY&CO , 156, DOCTOR NANJAPPA ROAD, 27, PARSN TRADE PLAZA, COIMBATORE-641 018.
OTC
16.05.95
9.00
16.05.95
6.00
SHRIPAL CHOUDHARI & CO. 16.05.95 6, NAVJEEVAN COMPLEX (BASEMENT) 29, STATION ROAD JAIPUR HCJAIN&CO. 204, JAIPUR TOWER, OPP. AIR Ml ROAD JAIPUR 302 001 R.K. SINGH & CO. ' 12, VIDYUT ABHIYANTA COLONY C-BLOCK, MALVIYA NAGAR JAIPUR 302017 IRANVIR&CO. A-13-B, RAMMARG VIJAY PATH, TILAK NAGAR, JAIPUR AJAY KAPUR B-48, PRABHU MARG, TILAK NAGAR JAIPUR BHUBANESWAR HINDUSTAN INVESTMENT NO. 236, SARALA NAGAR CUTTUCK ROAD BHUBANESWAR SREE LAKSHMI INVESTMENTS STOCK & SHARE BROKERS, 83-A KALPANAAREA, NEAR BJBE.M SCHOOL, BHUBANESHWAR-751 014. KAMALSETHIA 5, SATYA NAGAR, BHUBANESWAR-751007. 16.05.95 16.05.95
3.00
16.05.95
12.00
12.00
16.05.95
9.00
16.05.95
3.00
16.05.95
3.00
16.05.95
3.00
16.05.95
6.00
1605.95
3.00
3.00
16.05.95
3.00
VI NAY M SHAH & CO. 112-A, RAJA BAHADUR MANSION NO. 2, 2ND FLOOR 24/B, AMBALAL DOSHI MARG BOMBAY J M SHARE & STOCK BROKERS KAMANWALA CHAMBERS, GROUND FLOOR, SIR P.M ROAD, FORT, BOMBAY-400 001.
16.05.95
6.00
16.05.95
6.00
16.05.95
6.00
Lakham
S H O E S
ONIDA FINANCE LIMITED 1007, MERCANTILE HOUSE 15, K.G. MARG NEW DELHI-110001
NSE
16.05.95
12.00
OFL SECURITIES LTD. 14, VIJAYA BUILDING 17, BARAKHAMBA ROAD NEW DELHI-110001
16.05.95
3.00
POISE SECURITIES & EXCHANGE LTD. 16.05.95 48, BANK STREET KHATAU BUILDING GROUND FLOOR, FORT BOMBAY INTERFACE BROKERAGE & RESEARCH LTD. 603, "SMRUDDHI" OPP. GUJARAT HIGH COUT AHMEDABAD-380014 NIRPAN INVESTMENTS PVT. LTD. 24/B, RAJABAHADUR COMPOUND HAMAM STREET, FORT BOMBAY-400023 16.05.95
3.00
3.00
16.05.95
9.00
MONTAGE SECURITIES LTD, 16.05.95 7-C, STERLING BUILDING 1ST FLOOR, PARSI PANCHAYAT ROAD ANDHERI (EAST), BOMBAY-400 069 DIMENSIONAL SECURITIES PVT. LTD. 12, INDIA EXCHANGE PLACE 4TH FLOOR CALCUTTA-700001 16.05.95
3.00
3.00
TOTAL (B)
828.00 46Q8.00
TOTAL(A) + (B)
i
All the above mentioned Broker underwriter have also consented to act as Brokers to the issue.
OPINION OF THE LEAD MANAGER AND THE BOARD The underwriters associated with the issue comply with the Guidelines/ instructions contained in SEBI circular being ruw circular No. 1 (93-94) dated Nov. 13, 1993 especially those pertaining to execution of the underwriting agreement and underwriting obligations. Such underwriters as also Bankers to the issue associated with the issue are auth orised to act as underwriters or Bankers to an issue as the case may be in accordance with the provision to sub section 12 of the SEBI Act,
1992.
All the above mentioned underwriting letters have been accepted by the Board in theirmeetingheldon May 16,1995. In the opinion of the Board and the Lead Managers to the issue, the resources of the above mentioned underwriters are sufficient to enable them to discharge their respective obligation in full.
10
II. CAPITAL STRUCTURE OF THE COMPANY SHARE CAPITAL A. AUTHORISED 1,50,00,000 Equity Shares of Rs.10/-each NOMINALVALUE 15,00,00,000 10,00,00,000 4,30,00,000 51,60,00,000 (IN RUPEES) ISSUE PRICE
B.ISSUED, SUBSCRIBED & PAID UP 1,00,00,000 Equity Shares of Rs. 10/- each C. PRESENT ISSUE Equity Shares of Rs.10/- each for cash at a premium 43,00,000 of Rs.1107- per share OUT OF WHICH 1,00,000 Equity Shares of Rs.10/- each for cash at a premium of Rs.110/per share are reserved for firm allotment to Promoters/ Directors/Friends/ Associates.
10,00,000
1,20,00,000
D. OFFER IN TERMS OF PROSPECTUS 42,00,000 Equity Shares of Rs. 10/- each for cash at a premium of Rs. 110/- per share OUT OF WHICH i) * ii) 2,00,000 / 1,60,000^Equity Shares of Rs.10/- each for cash at a premium of Rs. 1101per share are reserved for firm allotment to BOI Mutual Fund. / Equity Shares of Rs.10/- each for cash at a premium of Rs. 1101per share are reserved for firm allotment to a group of NRI's.
4,20,00,000
50,40,00,000
16,00,000 20,00,000
1,92,00,000 2,40,00,000
E.OFFER TO PUBLIC IN TERMS OF THIS PROSPECTUS Equity Shares of Rs.10/- for cash at a premium of Rs.110/- each 38,40,000 OUT OF WHICH 52,200 a) Equity Shares of Rs. 101- each for cash at a premium of Rs. 1101per share are reserved for preferential allotment to Permanent employees (including working Directors) of the Company. Equity Shares of Rs. 10/- each for cash at a premium of Rs. 110/- per share are reserved for preferential allotment to Mutual Funds.
3,84,00,000 5,22,000
46,08,00,000 62,64,000
b)
40,000
4,00,000
48,00,000
F. NET OFFER TO PUBLIC 37,47,800 Equity Shares of Rs.10/- each for cash at a premium of Rs.110/ - per share G.PAID UP EQUITY SHARE CAPITAL AFTER THE PRESENT ISSUE Equity Share Capital Share Premium @ Rs.110/NOTES: a. b.
3,74,78,000 14,30,00,000 47,30,00,000
44,97,36,000
The issue size may increase up to 10% of the net offer to public (F) to enable allotment to each allottee to be rounded off to the nearest multiple of 100. The Promoters along with their associates are holding 98,42,830 Equity Shares constituting 98.43 % of the existing Equity Capital Base. After the present issue of 43,00,000 Equity Shares, the holding of the Promoters would be 69.53 % of the expanded Equity Capital Base. The Promoters' Equity shall carry lock-in period as under No.of Shar
-6
Cumulative Total Shares
Allotment Date
Face Value
% holding to Post Issue Cap.

00.02% 00.03% 00.03% 00.12% 00.05% 00.01% 00.02% 00.42% 7.06% 17.41% 12.94% 23.84% 00.53% 06.35% 00.70%
Cumulative hold-
ing %age
of Post Issue Cap. 00.02% 00.05 % 00.08 % 00.20 % 00.25% 00.26% 00.28% 00.70% 7.76% 25.17% 38.11% 61.95% 62.48% 68.83% 69.53%
Lock-in period up to
Remarks
3,000 4,000 4,500 17,500 7,000 1,500 2,500 60,000 10,09,280 24,90,720 '^ 18,50,000<34,08,550 f75,790 } 9,08,490) 1 ,00,000 ,
3,000 7,000 11,500 29,000 36,000 37,500 40,000 1,00,000 11,09,280 36,00,000 54,50,000 88,58,550 89,34,340 98,42,830 99,42,830
28th Dec.81 04th Feb,82 17th May, 82 22nd May,82 21stAug,82 19th Mar,83 19thApr,83 20th Jan, 93 3 1st Oct, 94 3_Lat Oct, 94 23rd Nov, 94 30th Nov, 94 30th Jan, '95 30th Jan, 95 Yet to be alloted
Rs.10 Rs.10 Rs.10 Rs.10 Rs.10 Rs.10 Rs.10 Rs.10 Rs. 10 Rs. 10 Rs. 10 Rs.10 Rs.10 Rs. 10 Rs.10
Cash NIL NIL Cash NIL Cash Cash NIL NIL Cash Cash NIL NIL Cash NIL Cash .Bonus */ Nil >30thOct, 1999/' Bonus ^ 22nd Nov, 1997 - Cash 29th Nov, 1997 ""Cash 30th Jan, 2000 Bonus 30th Jan, 2000 Bonus s 5 years from date Cash of allotment
11
Lakhani
S H O E S
24,90,720 shares issued on 31.10.94,9,84,280 shares issued on 30.1.95 and 1,00,000 shares yet to be allotedd will be locked in for a period of five years from date of allotment as they form 25% of the post issue paid up capital c. d The company has not revalued its assets since incorporation The company has issued 35,00,000 Bonus shares to promoters on Oct-31 -1994,in the ratio of 35:1 and 10,00,000 Bonus shares on Jan, 30 1995 in the ratio of 9:1 by capitalising the reserves. The company has received in principle approval of the Reserve Bank of India vide letter CO. FID (II) /10830/10.02.40(5767)/94/95 dated Feb. 11,1995 .forthe Issue of 3,75,000 Equity Sharesofthe face value of Rs.10/- each for cash at a premium not exceeding Rs.155/- per share aggregating Rs.618.75 lacs to NRIs on repatriation basis, further revised vide letter no. COFID(ii)/132427 10.02.40 (5767) 94/95 dated 24.03,1995 for issue of 2 lac equity shares of Rs. 10/- each at premium of Rs. 110/- aggregating Rs. 240 lacs. Unsubscribed portionoutof E (a) &(b) as mentioned herein above will be added back to the public offer. The Company employed 261 persons as on February 28,1995. A maximum of 200 shares will be alloted to any employee. The shares reserved for firm allotment at 'D1 i and ii and those reserved for allotment to promoters shall be brought in before the opening of the subscription list. The promoters will bring in the shortfall if any in the subscription to D(i) & (ii) categories and shall also attract a lock in period of three years. The promoters contribution already brought in and to be brought in by the Promoters, Directors and Firms not being Business Associates will be in minimum amount of Rs. 1,00,000 and from friends, relatives and associates in minimum amount of Rs. 25,000.
For Mutual Funds and Employees (including working Directors) Application Money 10.00 110.00 120.00
ADJUSTMENT OF APPLICATION MONEY Where any applicant is allotted lesser number of Equity Shares than applied for, the excess application money paid will be adjusted towards the allotment money payable on such Equity Shares allotted to the applicant. If there is still any excess left after adjustment as aforesaid, such excess will be refunded to the applicant in the manner mentioned elsewhere in this prospectus and in conformity with applicable postal rules. FORFEITURE Failure to pay the amount due on allotment on the date stipulated for payment will render the allottees liable to pay interest thereon @ 21% p.a. on the amount from the date so appointed to the date of actual paymentand in case of non-payment will also render the Equity Shares (including the amount already paid thereon) liable for forfeiture, in accordance with the provisions of the Memorandum & Articles of Association of the company. No dividends shall be payable on s Equity Shares forfeited. The Board shall be at liberty to re-issue/sell/ dispose off Equity Shares so forfeited to any other person(s), as it may in its absolute discretion, think fit. UTILISATION OF FUNDS The sums received in respect of the Public Issue will be kept in separate bank accounts and the Company will not appropriate the funds unless the approval of the Delhi Stock Exchange is obtained for allotment and no allotment or utilisation shall be made till listing approval is available from each of the exchanges where the initial listing applications have been made in regard to this issue of Equity Shares. RANKING OF EQUITY SHARES BEING ISSUED The Equity Shares shall rank pari-passu in all respects with the existing Equity Shares of the company, except that they shall rank for dividend, if any, in proportion to the amount paid thereon and pro-rata for the period from the date of allotment till the end of the relevant financial year in which the Equity Shares are allotted. RIGHTS OF INSTRUMENT HOLDERS Rights of Instrument holders are as per the provisions of the Act and Articles of Association of the company. The shareholders shall also have therightsas detailed under Section 206 A of the Companies Act, ' 1956, which provides as follows: "Wherein any instrument of transfer of shares has been delivered to the company for registration and the transfer ot such shares has not been registered by the company, it shall, notwithstanding anything contained in any other provisions of this act: a) Transfer the dividend in relation to such shares to the special account referred to in Section 205-A unless the company is authorised by the Registered holder to pay such dividend to the transferee specified in such instrument of transfer; and Keep in abeyance in relation to such shares any offer of Rights Shares under clause (a) of sub section (1) of section 81 of the Act and any issue of fully paid up bonus shares in pursuance of subsection (3) of Section 205. "
e.
f g h.
i.
iii.TERMS OF PRESENT ISSUE TERMS OF ISSUE The Equity Shares now being offered are subject to terms of this Prospectus (including abridged Prospectus), the Application Form, the Memorandum and Articles of Association of the company, the provisions of the Companies Act, 1956? and such other applicable acts and guidelines for listing of securities issued by the Government of India from time to time. Over and above these terms and conditions, the issue of Equity Shares shall be subject to such other terms and conditions to be incorporated in the letter of allotment or other document as may be issued by the Company. TERMS OF PAYMENT Applications must be made for a minimum of 100 Equity Shares or in multiples thereof. The amount payable per application and on allotment is as mentioned below : By Indian Public On Application On Allotment : : Rs. 30/- per share Rs. 90/- per share
By Mutual Funds and Employees (including working Directors) On Application : Rs 120/-per share
b)
APPROPRIATION OF APPLICATION AND ALLOTMENT MONEY The appropriation of application money and the allotment money collected in terms of this prospectus, towards the nominal value of the equity shares and the share premium is as follows : Nominal Value For Indian Public Application Money (Rs.) Allotment Money (Rs.) Total (Rs.) 5.00 5.00 10.00 Share Premium 25.00 85.00 110.00 Total Amount 30.00 90.00 120.00
PROCEDURE FOR APPLICATION AND MODE OF PAYMENT AVAILABILITY OF THE PROSPECTUS AND APPLICATION FORMS (ALONG WITH ABRIDGED PROSPECTUS) Memorandum containing salient features of the prospectus and application forms with copies of this Prospectus may be obtained from the Lead Managers to the Issue, Co Managers to the Issue, Advisors to the Issue, Brokers, Underwriters and Bankers to thelssue named hereinor from the branches of the Bankers to the Issue mentioned in the Application Forms and from the Company at its Registered Office.
12
Lakhani
S H O f S
PROCEDURE FOR APPLICATION BY INDIAN PUBLIC.EMPLOYEES (INCLUDING WORKING DIRECTORS) AND MUTUAL FUNDS: Applications must be made only : j. i. The applicant must mention the Application Form Number on the reverse of the instrument used for payment. This is to avoid misuse of the instalment submitted along with the application. The applicant must fill in the relevant column in the application form giving particulars of Savings Bank/Current Account no. and the name of the bank with whom such account is held, to enable the Registrars to print the said details in the Refund Order, after the name of the payee. Investors from places other than the places where the mandatory centers and authorised collection centers, if any, are located, can forward their applications along with a demand draft in favour of "BANKOF INDIA - A/C LIL EQUITY ISSUE" payable at New Delhi or along with Stock invest drawn in the name of the company, LAKHANI INDIA LIMITED to the Registrars to the Issue directly by Registered Post with acknowledgement due. The charges for obtaining the Demand Draft/Stock invest and postal charges shall be borne by the applicant. For further instructions please read the application form carefully.
a.
On the prescribed application form accompanying the Memorandum, and completed in full in BLOCK LETTERS IN ENGLISH in accordance with the instructions contained herein and in the application form . Applications not so made are liable to be rejected. Following application forms must be used by the applicants in the respective categories : Category of Applicant Indian Public Employees (including working Directors) Mutual Funds Colour of Form White Pink Green
k.
b.
For a minimum of 100 Equity Shares or in multiples thereof. The employees may apply for a maximum of 200 shares. Under the Guidelines issued by SEBI any employee can be allotted a maximum of 200 shares only. In single name or joint names (not more than three); I n the names of individuals, limited companies or statutory corporations or institutions and NOT in the names of Foreign Nationals, Non-Residents, Trusts (unless the trust is Registered under the Societies Registration Act, 1860 or any other applicable Trust Laws and is authorised under its constitution to hold shares in a Company), minors, partnership firms or their nominees or agents of any of them. I n case of application by employees, the first named applicant must invariably be an employee of Lakhani India Limited or one of the Companies belonging to the Lakhani group.
I.
* c. d.
NOTE : Where ah application is for allotment of securities in response to a public issue for a total value of Rs. 50.000/- or more i.e. the total number of securities applied for multiplied by the issue price is Rs. 50,0007- or more the applicant or in the case of applications in joint names, each of the applicants, should mention his/her permanent account number allotted underthe Income-tax Act, 1961 and where the same has not been allotted the GIR numberand the Income Tax Circle/ Ward/District. In case where neitherthe Permanent account number not the GIR number has been allotted, the fact of non allotment must be mentioned in the space provided in the application forms. Application forms without this information will be considered incomplete and are liable to be rejected. BY NON-RESIDENT INDIANS/PERSONS OF INDIAN ORIGIN RESIDENT ABROAD/OVERSEAS CORPORATE BODIES (HEREINAFTER ALSO REFERRED TO AS NRIs/OCBS) Application by NRIs/OCBs must be made only a. i) on the prescribed Application Form (Blue Colour) accompanying the abridged Prospectus and completed in full, in BLOCK LETTERS IN ENGLISH in accordance with the instructions contained herein and in the Application Form and is liable to be rejected if not so made; for a minimum of 100 Equity Shares or in multiples of 100 thereafter in single or in joint names (not more than three): and in the name of Individuals, Overseas Companies, Societies and other Corporate Bodies owned predominantly arJeast to the extent of 60 %) by Non Resident Individuals of Indian Natjonalifes/origin and NOT in the names of Minors, Firms, Partnership Firms, Foreign Nationals or their Nominees. Application Form from OCBs, Societies and other Corporate Bodies must be accompanied by a certificate in the prescribed form OAC/OCA-1 from an Overseas Auditor/Chartered Accountant/Certified Public Accountant.
e.
All application forms duly completed together with Cash/Cheques/ Bank Drafts/Stock invests for the amount payable on application at the rate prescribed earlier in the Prospectus must be delivered before the close of the subscription list to any of the Bankers to the Issue named herein or to any of their branches mentioned in the Application Form and NOT to the Company or to the Lead Managers to the Issue or to the-Registrars to the Issue. Payment should be made in cash or by cheque or by bank draft or Stock invest drawn on any bank (including a Co-operative Bank which is situated at and is a member or a sub-member of the Bankers Clearing House) located at the place where the Application Form is submitted. Money orders/postal orders will not be accepted. Outstation cheques will not be accepted and applications accompanied by such cheques/drafts are liable to be rejected. Applicant may submit the Stock invest along with application form for public issue to the collecting bankers as in the normal modes of payment through cash/ cheque/ draft. The details of the same are provided under the head "PROCEDURE FOR PAYMENT BY MEANS OF STOCK INVEST". All Cheques/Bank Drafts must be : 1. 2. 3. 4. made payable to any of the Bankers to the Issue mentioned in the Application Form crossed "A/c Payee Only" a separate cheque or bank draft must accompany each application Form. drawn as follows : PAYMENT FAVOURING (Name of Bank)-a/c LIL-EquHy Issue -Public (Name of Bank)-a/c LIL-Equity Issue Employees (Name of Bank)-a/c LIL-Equity Issue - Mutual Funds
f.
ii) iii) iv)
g.
v)
h.
b.
CATEGORY OF APPLICANT Indian Public Employees (including working Directors) Mutual Funds
Application form from NRIs/OCBs properly completed together with remittance from abroad towards the amount payable on application at the rate of Fts.120/- per Equity Share through approved banking channels or out of funds held in Non Resident External (NRE)/Foreign Currency Non Resident (FCNR) Accounts maintained in Banks authorised to deal in foreign exchange in India along with the Certificate from the Bank issuing the Draft has been issued by debiting the NRE/FCNR Account must be delivered before the date of closure of the subscription list to the Bankers to the Issue at places mentioned against their names on the reverse of the Application Form and NOT to the Company or Lead Managers/Co Managers or the Registrars to the Issue.
13
Laldtani
H O I *
Payment out of Non Resident Ordinary (NRO) accounts of the Non Resident Subscriber shall not be accepted, if an NRI desires to make payment out of his NRO account, then he/she shall use the form meant for the Resident Indian (White Colour). c. All cheques/Bank Drafts accompanying the application form must be made payable to the Bankers to the Issue with whom the Application Forms are lodged and be marked "NAME OF BANK A/C - LIL - EQUITY ISSUE-NRI/OCB and marked A/C PAYEE ONLY There will t\e no necessity forthe'Non Residents to make separate applications seeking permission from the Reserve Bank of India. Allotment of Equity Shares to Non-Residents of Indian Nationality/ Origin shall be subject to the prior approval of Reserve Bank of India. A separate Cheque/Demand Draft/Stock invest (on NRE/FCNR A/c maintained in any of the Banks in Delhi or Bombay or an Indian Rupee Draft drawn on any bank in Deltii or Bombay ) must accompany each Application Form. Under the existing Exchange Control Regulations sale proceeds of such investment in Shares by Non-Resident Indians will be allowed to be repatriated along with the income thereon subject to the deduction of Indian Taxes provided the investments are made by inward remittances from abroad through approved banking channels or out of funds held in NRE/FCNR Accounts. Refund of interest, dividend and other distributions, if any, will be payable in Indian Rupees only. In the case of applicants who remit their application money from funds held in NRE/FCNR accounts, details should be furnished in the space provided for this purpose in the Application Form. In case of applicants who remit their money through Indian Rupee Drafts from abroad such payments in I ndian Rupees will be converted into US Dollars or into any other currency as may be permitted by RBI at the rate of exchange prevailing at the time of remittance and will be dispatched through RegisteredPostforRefundandbyUnderPostalCoverforinterest/ dividends and other distributions at applicant's sole risk or at the request of the applicants will be credited to their NRE/FCNR accounts in India details of which are to be furnished in the space provided for this purpose in the Application Form. The applicants are to mention in the Application Form their NRE/ FCNR Account Number and Name and Address of the Drawee Bank in case the remittance is done through Cheque/Demand Drafts/Stock invest. The applicants are advised to forward a certificate through' their Bankers/request their Banker to forward directly the Certificate confirming that the remittance is through NRE/FCNR Accounts maintained with thejn (of the person on whose account the payment has been remitted) along with the completed Application Form.
case the application is rejected in part, the excess application money will be adjusted towards the amount due on allotment and any balance remaining will be refunded to the applicant within TEN weeks from the date of closing of the subscription list in accordance with the provisions of the Section 73 of the Companies Act 1956. The Company shall ensure despatch of refund orders of value over Rs. 1500/- and share certificates/allotment letters by registered post only and adequate funds will be made available to the Registrars to the issue for complying with the requirement of despatch of Refund orders/allotment letters/certificates as mentioned above. GENERAL A. PROCEDURE FOR PAYMENT BY MEANS OF STOCK INVEST All conditions mentioned earlier for making an application through Cheques/ Demand Drafts will also apply to application made with STOCK INVEST. Given below are further details of the Stock invest Scheme: 1. Any person being an individual or a mutual fund ("the investor") may approach the issuing bank with whom he maintains an account, for issue of Stock invest of required denominations for payment of application and/or allotment money wherever applicable while making an application for issue of shares. All Stock invests accompanying the application form (each application form must be accompanied by a separate Stock invest) for the amount payable on application must be drawn in the favour of the Company "LAKHANI INDIA LIMITED" and should be crossed "A/c Payee Only". Service charges for obtaining the Stock invest must be borne by the applicant only. Stock invests are payable at par at all the places where collection centers are located. The investors shall give irrevocable authority to the issuer bank to 'mark a Ken to the extent of the face value of STOCK INVEST on his deposit account with the issuer bank Stock invests are current for a period of 4 months from the date of its issue and no amount can be claimed on the Stock invest from the issuing bank, unless it is presented within these four months. In case of non-presentation of the Stock invest to the bank, on expiry of the four month period the lien is vacated automatically Stock invests are to be used by the investors within ten days from the date of the issue and for this purpose, the last day for use of the Stock invest for submitting share application to the bank is indicated on the face of the Stock invest with a notation "to be used before ". Stock invests should be utilised by the investor and the investors' name should invariably be indicated as the first applicant in the application form. Thus if the signature of the investor on the Stock invest and the signature of the first applicant on the application form does not tally, the application form shall be treated as having been accompanied by third party Stock invest. The investor shall provide necessary details, such as payee's name, amount, number of shares applied for, Application Form Number etc. in the left hand portion of the Stock invest and his name and address in a box on the reverse of the Stock invest before depositing it with the Banker to the Issue. As far as possible, the investors should use only one Stock invest along with each application for subscription to an issue. If Stock invest of an odd amount is required and the same is not available in the printed form with the issuing bank, the investor should request the issuing bank to issue printed Stock invest for the nearest value and the balance may be issued in the prescribed Stock invest Form by filling the amount manually. The investors shouldnothandover Stock invest taken against their own account to any third party. The Stock invest is intended to be utilised only by the account holder applicants.
d.
e.
f.
2.
g.
3.
4. h.
5.
i.
Individual NRI applicants can obtain the Application Form/Pro6. spectus on request from the Registered Office of the Company viz Plot No. 131, Sector-24, Faridabad-121 005, Hatyana or from Registrars to the Issue viz. MAS Services Pvt. Limited, AB-4, Safdarjung Enclave, New Delhi-110029. For other details, read the Application Form carefully. 7.
Other terms and conditions as mentioned in the "Application by Resident Indian Public" shall apply mutatis mutandis. DISPOSAL OF APPLICATION AND APPLICATION MONEY The Board reserves its full, unqualified and absolute right to accept or to reject any application in whole or in part and in either case without assigning any reason thereof. In case an application is rejected in full the whole of the application money will be refunded to the applicant and in 8.
14
9.
In case of partial/full allotment, Stock invest will be sent to the issuing branch through the controlling branch of the Stock invest issuing bank after collection.
B. JOINT APPLICATIONS In the case of joint applications refund orders/cancelled stock invests/ share certificates/dividend warrants etc. will be made out in favour of and all communications will be addressed to the applicant, whose name appears first in the application form and at his/her address stated in the Application Form. C. MULTIPLE APPLICATION An applicant should submit only one application (and not more than one) for the total number of equity shares required. Applications made in single and/or joint names will be deemed to be multiple applications, if the sole and/or first applic ant is one and the same. Persons (excepting shareholders and employees of the Company) to whom firm allotments have been made in the present issue should not make an application in the public offer category. The Board reserves the right to reject in its absolute discretion all or any such multiple applications. D. APPLICATION BY POWER OF ATTORNEY/LIMITED COMPANY/ BODY CORPORATE In the case of applications under Power of Attorney or by Limited Companies or Corporate Bodies, the relevant Power of Attorney or the relevant authority as the case may be or a duly certified copy of. Memorandum and Articles of Association or bye- laws must be attached to the application form orlodged separately with the serial numberof the application at the office of the Registrars to the Issue simultaneously with the submission of the application form, failing which the application is liable to be rejected. E. RECEIPT OF APPLICATION No receipt will be issued for the application money deposited. However, the Bankers to the Issue receiving the application form will acknowledge the receipt by stamping and returning to the applicant the acknowledgment-slip attached at the bottom of each application form. TAX BENEFITS The company has been advised by M/s J.P.Jain & Co., Chartered Accountants, auditorsof the company, vide their letterdated Dec.7,1994 that under the existing provisions of the Income Tax Act, 1961, (hereinafter referred to as the IT Act) the company and its members (and other applicable direct tax lawsforthe time being in force) will be eligible forthe following tax benefits and deductions, subject to the fulfillment of the requirement of relevant provisions. TO THE COMPANY
10. In case of non-allottees/partially successful allottees with more than one Stock invest, the canceled Stock invests shall be returned to the applicants along with the relative advice. 11. I n case of full or partial allotment, the right hand portion of the stock invest shall be filled in for the amounf payable on the Shares allotted and the stock invest shall be discharged on behalf of the issuer company for collection of proceeds. 12 (i) Investors may please note that in case of partial or non allotment,lien shall be lifted in the following manner.
(a) In case of non - allotment, on presentation by the applicant to the issuing bank branch of the Stock invest duly canceled by the Registrar. (b) In case of partial allotment (for the unutilised amount) on receipt of advice from the controlling branch of the issuing bank as to the amount collected or surrender of unutilised canceled stock invests received by the inves tors directly from the Registrar. In case the canceled/partially utilised Stock invest is not received by an investor from the Registrar ,lien will be lifted by the issuing branch on expiry of four months from the date of issue against an indemnity bond from the investor.
(ii)
13. Multiple applications under a single Stock invest will be rejected as each application is required to be accompanied by a separate instrument. 14. Enquiries relating to Stock invest may be addressed only to Registrars and not to the issuing bank. 15. Registrars to the Issue have been authorised by the Company (through Resolution of the Board passed onMay 16,1995) to sign on behalf of the Company to realise the proceeds of the Stock invest from the Issuing Bank of to affix non allotment advice on the instrument , or cancel the stock invest of the non allottees or partially successful allottees who have enclosed more than one stock invest. Such canceled stock invests shall be sentback by the Registrars dirfectly to the investors. For further instructions please read the Application Form carefully. DISPOSAL OF APPLICATION ACCOMPANYING STOCK INVESTS The procedure for disposal of applications made by cash or cheque or bank draft will apply mutatis mutandis to applications accompanied by Stock invests except the following : a. in case of non-allotment, the Registrar to the Issue will return the Stock invest to the investor without encashing. The bank will vacate the lien on the account on submission of the same by the investor. on allotment/partial allotment, the Registrars to the Issue will fill in the amount which will be less than or equal to the amount filled in by the applicant before presenting the Stockinvest to the issuing banker for payment to the extent of the allotment. The bank will vacate the lien on the balance amount, if any in the applicant's account on receipt of the Stock invest. The unused Stock invests will be returned to the applicant by Registered post within 70 days from the date of closing of the issue.
1.
Since the Company is proposing to engage in the manufacturing and export of shoes it is entitled to exemption on the profits derived from the export of goods as per the provisions of section 80 HHC of the Income Tax Act, 1961. The Company will be entitled to a deduction of one-tenth of the preliminary expenses including the expenses incurred for the issue of shares over a period of ten successive years beginning with the previous year in which the new unit commences production or operation subject to the limit laid down in Sec.35 D of the Income Tax Act, 1961. The company will be entitled to a deduction under section 80- M of the Income Tax Act, 1961 to the extent of so much of its income by way of dividend from other domestic companies as does not exceed the amount of dividend declared and distributed on or before due date of filing the returns of income u/s 139 (i) of the Income Tax Act, 1961. However dividend on units from Unit Trust of India will be deductible only to the extent of 80% during financial year 1993-94,40% during financial year 1994-95 and no deduction shall be allowed thereafter.
2.
b.
3.
c.
15
Lakhani
S H O E S
4.
Under Section 80-1A of the Income Tax Act, 1961 the company will be entitled to a deduction @ 30% of the profits and gains derived from the new industrial undertaking in respect of ten assessment years commencing from the assessment year relevant to the previous year in which the company's new industrial undertaking begins to manufacture or produce articles subject to the conditions specified in the said section.
TO THE MEMBERS OFTHE COMPANY WHO ARE MUTUAL FUNDS

1. All mutual funds set up by public sector banks or financial institutions or mutual funds authorised by SEBI will be exempt from Income Tax on aN their income including income from investment in shares of the Company.
TO THE MEMBERS OF THE COMPANY WHO ARE RESIDENT INDIAN PUBLIC, INCLUDING EMPLOYEES OF THE COMPANY 1. UndertheprovisionsofSectionSO-MofthelncomeTaxAct, 1961: i. Members who are Scheduled Bank or a Public Financial Institution or a State Financial Corporation or a company registered under section 25 of the Companies Act, 1956, would be entitled to a deduction of an amount equal to 60% of the income by way of dividends from company, included in the gross total income computed in accordance with the provisions of the Income Tax Act, 1961. Members who are domestic companies other than those referred to in 1 (i) above would be entitled to a deduction of an amount equal to so much of the amount of income by way of dividends received from the company as does not exceed the amount of dividends distributed by it on or before the due date for furnishing the return of income under sub section (1) of section 139 of the Income Tax Act, 1961.
TO THE MEMBERS OFTHE COMPANY WHO ARE NON RESIDENT INDIANS 1. Under Section 115E of the Income Tax Act, 1961, the tax payable by a non-resident on his specified investment income including income from debenture/ shares in the Company acquired by him out of convertible foreign exchange and long term capital gains from transferof such debentures/shares shall be only 20 % of such income. Under Section 115F, of the Income Tax Act, 1961, the long term capital gains referred to above shall be exempt from Income Tax entirely/proportionately, if he invests, in specified assets, all or a portion of the net consideration within six months of the date of transfer. The amount so exempted shall, however, be chargeable |T to tax, should the new assets so acquired be transferred within three years from the date of acquisition. Under Section 115G, a non-resident is not obliged to file a return of Income under Section 139 (i) of the Income Tax Act, 1961, where his total income consists only of investment and/or long term capital gain and tax deductible at source is deducted therefrom. Under Section 115H, where a person who is Non-Resident Indian in any previous year, and was entitled to concessional tax benefit under Section 115 H and 115 F to Chapter XII-A becomes assessable as Resident in India in respect of the total income of any subsequent year, he may furnish to the assessing officer a declaration in writing atengw*i Ms relu m of income u/s 139 to the effect that the provision a* Chapter XII-A shall continue to apply to him in relations to such income for that assessment year and for every subsequent assesamentysw until the transfer orconversion (otherwise than by transfer) into money of such assets. Under Section 1151, a Nanlleeident Indian may elect not to be governed by tie provisions of Chapter XII-A (i.e.pay tax under Sectionl 15E and 11SF as aforesaid) and may opt to pay taxes at rates applicable to a Resident Indian. This option would result in * tax benefits as mentioned in 11(1) T Under Section 48 of the Income Tax Act, 1961, in computing capital gains arising from transferof shares of an Indian Company, protection n provided to at) non-resident Indian from fluctuation in the value Of rupee in terms of foreign currency in which the original investment in shares was made. In accordance with the Wea* Tax Act, 1957 the value of share held in the Company would tot totally free from Wealth-tax. A member of the Company, being a citizen of India or a person of Indian origin, who is not a Resident in India will be entitled to exemption from gift tax, in respect of gifts made to any of his relatives in India in te form of debentures/shares acquired by him out of his convertible foreign exchange.
2.
ii.
3.
2.
A member who is resident individual will be entitled to receive dividend without deduction of Income Tax at source provided that: a) The aggregate amount of dividend paid or distributed during the financial year does not exceed Rs.2500/- and the dividend is paid by an account payee cheque, or, The memberfumishes to the company a declaration in writing in duplicate in the prescribed manner to the effect that his estimated total income of the previous year in which dividend income is to be included will be less than the minimum liable to Income Tax. i
4.
b)
5. 3. Dividend income on shares of the company uptd Rs.10,000/- are eligible for deduction under section 80-L of the Income Tax Act, 1961. Shares & Debentures of the company held by members being individuals, Hindu Undivided Family or Company will not be subject to Wealth-Tax, these being productive assets and not . included in the definition of assets with effect from accounting year 1st April, 1992. For members of the company who sell ortransfertheir shares after holding for a period of 12 months or more, capital gains shall be computed under section 4t of the Income Tax Act, 1961 by deducting indexed cost of acquisition and expenditure incurred wholly and exclusively in connection with such transferor sale of shares from the full value of consideration received or accruing as a result of the transfer/sale of shares. The long term capital gains thus computed wiH be taxed at the following rates: i. ii. iii. Individual and Hindu Undivided Family Companies, Firms, Association of Persons and Bodies of Individuals Others 20% 30% 20%
4.
6.
5.
.7.
8.
TO THE FONEfQN MSTfTUTIONAL INVESTORS (Flls) Investment by Foreign Institutional Investors (Flls) in the Equity Shares of the Company wiH (tract a tat rate of tax at 20 % on dividends and a tax rate of 10 % on long term share* Held for more than one year (capital gains)
Additionally, surcharge @ 15% shall be payable by companies on Tax where total income including long term capital gains is more than Rs.75000/-
16

/
nn
390.00 612.00 177.00 1800.00 5820.00
IV. PARTICULARS OF THE ISSUE OBJECTS OF THE ISSUE The objects of the issue are : a. Expansion-cum-Modemisation of the Non-Leather Shoe Unit to increase capacity from 30 lac pairs to 61 .65 lac pairs of shoes per annum at Faridabad, Haryana. Diversification by setting up a factory formanufacture of 3 Lac pairs of Leather Shoes per annum at Faridabad, Haryana. Setting up Showrooms at Delhi, Bombay, Calcutta and Bangalore. To enlist shares of the Company at Delhi, Bombay, Calcutta, Ahmedabad and Bangalore Stock Exchanges.
Show Rooms Pre Operative & Pub. Issue Expenses Contingencies Working Capital Total
390.00 612.00
436.05
177.00 1800.00 5383.95
b.
c. d.
The above investment has been funded from the internal accruals of the Company and unsecured loans brought in by the Promoters. 1. WORKING CAPITAL REQUIREMENTS The Company is presently enjoying Fund Based Working Capital Limits of Rs.250 lacsand Non Fund Based-limits of Rs. 1 75 lacs from Bank of India, Faridabad, vide theirLetterNo.FRB.ADV.SKH.643Dt. 03.10.1993. The fund based limits are as follows :
COST OF THE PROJECT
Sri/' r
The total Cost of the Project as estimated by the company as on Nov 30, 1994, is Rs. 5820. 00 lacs, the details of which are as under : Rs.in.Lacs
FUND BASED Expansion cum Moder -nisation Land & Site Development Buildings Plant & Machinery Imported Indigenous Misc Fixed Assets Show Rooms Pre-operative & Pub.lssueexp. Contingencies Working Capital Total MEANS OF FINANCE Rs. lacs Equity Capital Share Premium Internal Accruals Total 430.00 4730.00 660.00 Total 5820.00 Creditors As per certificate dated May 12, 1995 provided by M/s J.P.Jain & Co., Chartered Accountants, the Company has spent Rs. 436.05 Lacs to wards the project, till May 12,1995. The details of the same are given here below : Rs.in Lacs Amount Deployed Land & Site Development 139.00 Buildings Plant & Machinery Misc. Fixed Assets 154.90 142.15 Yet to be Deployed 400.10 1555.85 449.00 Total Working Capital being financed Through Project Cost Working Capital from Bank Internal Accrual 18.00 1.97 19.97 18.00 2.50 4.27 24.77 18.00 2.50 8.36 28.86 30 Days for Indigenous purchases 2.08 2.94 3.38 434.05 Diversification Total Cash Credit (Stocks) Credit (Book Debts) Inland Bills/Purchase/ DA 139.00 Total 120.95 555.00 Rs. 350 Lacs subject to a maximum of Rs. 250 Lacs Rs. 150 Lacs Rs. 1 50 Lacs Rs. 50 Lacs
139.00
1326.06 150.15 336.75 0.00 459.00 129.00 15QO.OO 4335.01
191.79 30.00 1 12.25 390.00 153.00 48.00 300.00 1484.99
1517.85 180.15 449.00 390.00 612.00 177.00 1800.00 5820.00
Following norms have been assumed while arriving at the future working capital requirements of the Company : (Rs.in crores) 95-96 96-97 97-98 Calculation of Inventories Raw Material 45 Days 5.85 8.48 9.96 Work in Progress 20 Days 2.56 2.75 3.23 Finished Goods 15 Days 2.88 2.75 3.23
11.29 13.98 16.42
Cash For Expenses Debtors Export Other 10 Days 45 Days
1 .25
1 .40
1 .60
0.44 9.07
9.51
1.05 11.28
12.33
1.30 12.92
14.22
22.05
27.71
32.24
Net Working Capital
19.97
24.77
28.86
139.00 555.00 1698.00 449.00
17
S H O E S
The above working capital requirements are based on the estimates of the Company and have not been assessed by the Bankers to the Company. ASSUMPTIONS FOR ARRIVING AT PROJECT COST While arriving at the cost of the expansion project, the company has made the following assumptions : 1. The cost of land and site development has already been incurred by the company. The cost of Building is based on the estimates provided by M/s BRIJ (INDIA) INC, the architects appointed for this project. Cost of Plant & Machinery has been assumed on the basis of invoices procured from the suppliers. Miscellaneous Fixed Assets include assets like photocopiers, computers etc arerequiredforsmoothfunctioningofthecompany and have been assumed at the market rates. While arriving at the cost of the diversification project, the company has made the following assumptions : 1. The cost of land and site development of Rs. 139.00 lacs has actually been incurred by the company. The cost of Building is based on the estimates provided by M/s BRIJ (INDIA) INC, the architects appointed for this project. Cost of Plant & Machinery has been assumed on the basis of invoices procured from the suppliers. Miscellaneous Fixed Assets include assets like photocopiers, computers etc are requiredforsmoothfunctioningofthecompany and have been assumed at the market rates. Showroom cost has been assumed on four Showrooms to be located at Delhi, Bombay, Calcutta & Bangalore. COMPANY MANAGEMENT AND PROJECT HISTORY AND PRESENT BUSINESS Lakhani India Ltd. (LIL) wasoriginallyincorporatedasLakbrosShoeCo. Pvt. Ltd. on December 28,1981. Lakbros was converted into a deemed public company under section 43A(l)w.e.f. 14th July, 1989 by deleting the restriction clause u/s 3 (i)(iii) of the Act and subsequently the name was changed to Lakhani India Ltd. w.e.f. September 12,1994. The shareholders passed a special resolution on September 16, 1994 for adoption of new set of Articles of Association and as such the company is now a public company within the meaning of Section 3 (i) (iv) of the Companies Act, 1956. Lakhani India Ltd., the flagship company of the well established'LAKHANI GROUP', was set up with the main object of manufacturing Leather and Non Leather Shoes. The company is currently manufacturing and marketing only Non Leather Shoes specially sports shoes and Children's Shoes. The present installed capacity for the manufacture of Non Leather Shoes stands at 30,00,000 pairs per annum and is proposed to be increased to 61,65,000 pairs per annum. The company is also planning to diversify into the manufacture of finished Leather Shoes. The company is marketing its products underthe well established brand name of 'LAKHANI' forthe last 12 years. The company has now entered into an agreement dated September 12, 1994 with one of the group companies, M/s Lakhani Rubber Works, for using the brand name 'LAKHANI'. Asperthetermsofthisagreementthecompanycan use this trade mark initially for a period of 10 years on a royalty payment of Rs. 20 Lacs, spread over these 10 years. This agreement is valid upto September 11, 2004 and can be renewed further on mutually agreed terms and conditions.
Lakhani Group is amongst the largest footwear manufacturers of India with a production of 1,75,000 pairs of footwear per day. Over a period of time Lakhani has developed a network of 268 distributors and 12000 dealers appointed by them and spread all over India. The group is also the original equipment supplier of Rubber Components to automobile manufacturers like Maruti ,Telco, Escorts and Sona Steering. The turnover of the company has increased from Rs. 1306 lac in the year 1989-90 to Rs.2875 lacs in the year 1993-94, Lakhani India Ltd. now plans to increase its market share by aggressive marketing strategies and diversification into high potential area of manufacturing and marketing leather shoes. The Company is also setting up facilities for the manufacture of sports shoes as per the specifications of 'Reebok1, who have also shown interest in sourcing atotal of 37 lac pairs of shoes from Lakhani over a period of next three years. PAST FINANCIAL PERFORMANCE OF THE COMPANY "^
2.
3.
4.
The financial performance of the Company for the past 6 accounting^ years is as follows : f (Rs In Lacs) Year ending Mar. 90 Mar. 91 Mar. 92 Mar. 93 Mar. 94 Mar. 95 Installed Capacity Non Leather Shoes (No.of pairs in lacs) Capacity Utilisation (No.of pairs in lacs) Capacity Utilisation Sales Other Income Tottl Income 24.00 36.00
40.00 40.00 40.00 30.00 @
2.
3.
18.13 75.00
22.77 63.00
21.83 55.00
23.78 59.00
26.62 19.24 66.00 64.13

2868.33 4043.98 7.34 60.13 2875.67 4104.11 49.90 147.09 211.48 42.00 169.48 72.97 137.88 450.50 140.00 310.50
25%#
4.
1306.17 1951.11 0.01 1.47 1306.18 1952.58
2326.23 2769.99 1.73 0.14 2327.96 2770.13 57.03 80.42 101.95 51.00 50.95 75.94 102.43 116.12 65.00
51.12
5.
Depreciation Interest PBT Tax Prof it After Tax Dividend (%) Equity Capital Reserve & Surplus Earning Per Share (Rs.) Cash Earn. Per Share (Rs.) Book value (Rs.) @
25.59 28.41 100.13

32.50 67.63
40.27 52.33 86.40 41.00 45.40
4.00 141.96
4.00 187.36 113.00 214.00 47kpO
_
4.00 238.31
15
10.00 288.66
20
10.00 1000.00 f 456.14 228.72
169.00 233.00 365.0\
127.00 270.00 606.00
102.00 254.00 299.00
169.00 219.00 466.00
8.93* 11.04
13.35
In order to stream line the operations of the Group, some of the machinery relating to manufacture of canvas shoes were phased out, leading to a decline in installed capacity from 40 lacs pairs p.a. to 30 Lac pairs p.a. * Provisional Weighteded Important Notes as appearing in Auditors Report for the period Upto March 31, 1995 1. The depreciation has been provided on the S.L.M. basis at rates & manner specified in Schedule XIV of the Companies Act 1956. Rates of depreciation have been revised by the Company as per notification of department of Company affairs dated 16/12/93. Inventories are taken as certified by the management as to the quantity & value. The Authorised Share Capital of the company as on 31 st March'95 is Rs. 15,00,00,000 (Rupees 15 Crores) divided into 1,50,00,000 (One Crore & Fifty Lacs) equity shares of Rs.10/ each.
2.
3.
18
Lakhani
S H O E S
4.
Share capital is represented by 1,00,00,000 (one crore) equity share of Rs. 10/- issued, subscribed and fully paid up. In .opinion of the managements to the best of their knowledge and belief, the value on realisation of current assets, loans and advances in the ordinary course of business will not be less than the amount at which they are stated in Balance Sheet. Secured Loan (a) from Bank of India ( against stocks, book debts, moulds & building.) (h) from Haryana Financial Corporation (against Plant & Machinery.)
d) e)
Udyog Patra Award, by Vice president of India in 1982 Certificate of Merit in recognition of export achievements for the year 1993-94 awarded by CAPEXIL
5.
6.
SH.P.O.LAKHANI aged40years, Managing Director, hasover 18 years of experience in the footwear industry. Under the commercial acumen and guidance of Mr.P.D.Lakhani, the Company has achieved a strict internal control system enabling the Company to earn profits continuosly over the last ten years. He looks after Finance, Purchase and Commercial functions of the company. Mr. P.O.Lakhani is widely travelled and has seen the Shoe Industry in many countries of the world. He is the Vice President of All India Rubber Industries Association and also an active member of many trade associations. Sh.J.C.Arora, aged 46 years, is also a promoter Director of the company. He has over 20 years of experience in sales and marketing in the shoe industry. He is also a Director of M/s Lakhani Shoe Co. Pvt. Ltd., Bhiwadi, Rajasthan. His wide marketing experience and ideas have been the key to making Lakhani a leading brand name nationally and internationally.
Ail the loans are further secured by the personal guarantee of the Directors. 7. Previous years figures have been regrouped/rearranged where ever necessary.
IMAIN OBJECTS OF THE COMPANY The main objects of the company as set out in its Memorandum & Articles of Association include inter-alia the following : 1) To carry on all or any of the businesses of manufacturers, fabricatois, buyers, sellers, importers, exporters, hirers, renters, distributors, agents, brokers, factors, stockists, commission agents and dealers of all kind of shoes, footwear and other types of products made from natural and synthetic latexes, raw rubber, synthetic rubber, P.V.C. elastomers, canvas,leather, imitation leathercloth, oil cloth and plastic.
DETAILS OF FIRMS WHICH FORM A PARTOF THIS GROUP, THEIR PAST PERFORMANCE AND FUTURE PLANS The group consists of twelve other companies/partnership firms engaged in manufacturing Canvas Shoes, Beach Slippers etc. and is also original equipment supplierof Rubbercomponents to automobile manufacturers such as Maruti, Telco, Escorts and Sona Steering etc. These group companies are located in Faridabad, Indore, Noida and Bhiwadi. The group has total of 24.41 Lakh sq. ft. of land and 10.27 Lakh sq. ft. covered area. The group employs more than 5000 persons directly/ indirectly (Jobwork) into various factories. Lakhani India Ltd. is manufacturing only synthetic shoes (sports shoes) and the other firms/companies promoted by the promoters are not manufacturing the same product. The other companies of the group are manufacturing Canvas Shoes, Beach Sandals and Rubber Components. There is therefore, no conflict of interests between the Company and other associate companies. The financial highlights of the group firms for the last three years are as under [aggregate figures ] :Year 1991-92 1992-93 1993-94 Rs. lacs
SUBSIDIARY COMPANIES
I.
<^
The Company does not have any subsidiary. " PROMOTERS AND THEIR BACKGROUND
Lakhani India Limited has been promoted by Sh.K.C.Lakhani, Sh. P.O.Lakhani and Sh. J.C.Arora. The company belongs to the well established Lakhani Group which has been in existence foralmost three "^decades. .... | Sh. K. C.Lakhani aged 50 years, is a Promoter Director of the company and has 28 years of industry experience to his credit. Mr.K.C. Lakhani is the person responsible for the growth of the Lakhani Group. He started his business in a small way in 1966 and through his concerted effort, made the Group into one of the largest manufacturers of footwear in the Country. Quality control and efficiency have been the key to the success of this group.
Gross Income Profit Before Tax Profit After Tax Share Capital/ Partnership's Capital Reserve & Surplus Fixed Assets (Gross)
98.9 862 488.13

273.72 247.96 968.29 2066.00
11794.81 583.97
293.82 331.85 1172.18 2582.91
12464.04 947.01
695.01 482.53 1722.68 3241.00
M r. K. C Lakhani looks after the day to day affairs of the company. He has wide experience in the field of planning as also in manufacturing and quality control of footwear. He is the President of the All India Federation of Rubber Footwear Manufacturers and is also an active member of a number of trade association and Govt.bodies. Under his stewardship . the group has received many awards, such as: / ;ii bi Bharat Ratna Dr. Sir M. Vishvesvaraya Entreprenuership Award - by Union Minister for Industries in 1984. Bharat Ratna Vishvesvaray Award, 1986 by GianiZail Singh, the President of India. Udyog Vibhushan for Excellence in Industrial Performance bySh. Pranab Mukherjee, Deputy Chairman, Planning Commission in 1992.
The group is now planning to expand its existing capacities and also set up new factories with modem Plant & Machineries so as to enter the export market. It is also diversifying into leather shoes for the export as well as Domestic Market. The particulars relating to performance of group companies/firms of Lakhani India Ltd. for the last three years or from commencement of commercial operations are summarised hereunder:jf.. <
cj
19
Lakhani
S H O E S
1. LAKHANI RUBBER UDYOG LIMITED Lakhani Udyog, a partnership firm was established in the year 1978 to manufacture Beach Slippers. In the year 1981, Lakhani Rubber Udyog Pvt Ltd. was incorporated to take over the business of Lakhani Udyog. The Company has been converted into a deemed Public Limited Company w.e.f 31.03.1986. Its financial performance for the last three years is summarised below : (RS.IN LAKHS)
91-92 91-92
(RS.IN LAKHS) 92-93 1009.71 93-94 1048.96 39.85 22.85 15.00 198.25 243.76
Sales
fit before Tax 'rofit after Tax Share Capital Reserves & Surplus
92-93
93-94 vOFiXedAsSetS(Glt)Ss)
903.17 40.94 24.94 15.00 144.75 210.58
49.66 30.66
15.00 175.41 233.13
Gross Income Profit Before tax Profit After tax Share Capital Reserves & Surplus Fixed Assets (Gross)
1759.12 70.02 31.02 5.42 171.38 343.95
1914.56 76.36 32.36 5.42 203.20 419.45
1898.42 179.71 136.21 5.42 338.87 629.04
. LAKSONS SHOES PVT. LTD. The Company was incorporated in the year 1986 with the object of setting up additional manufacturing facilities of Beach Slippers at \ndore, Madhya Pradesh. The financial perior mance of the Company for the last three years is summarised below : ^
<* to (RS.IN LAKHS).

92-93 93-94
2. LAKHANI FOOTWEAR LIMITED
Lakhani Footwear, a Partnership firm was set up in the year 1977 at Fandabad to manufacture Canvas Shoes. In the year 1982, Lakhani Footwear Pvt. Ltd. was incorporated to take over the business of Lakhani Footwear. Since then the activities of the Company have increased substantially and the Company has been converted into a deemed Public Limited Company w.e.f 31.03.1986. The financial performance of the Company for the last three years is summarised below \ \
(r }f ^
J.
91 -92
Sales Profit before Tax Profit After Tax Share Capital Reserves & Surplus Fixed Assets (Gross)
666.39 18.73 13.23 21.60 25.54 59.19
886.01 37.05 24.05 21.60 49.60 77;32
809.70 22.94 10.94 21.60 60.54 81.70
(RS.IN LAKHS) 92-93 93-94
FOOTWEAR PVT. LTD. The Company was originally incorporated in the year 1985 under the name and style of Mascot Footwear Pvt. Ltd.. ThenameoftheCompany was subsequently changed to Laksons Footwear Pvt. Ltd. The Company is engaged in the business of trading and sale of seconds products of Lakhani Group and also fabrication of packing boxes. The financial performance of the Company for the last three years is summarised below (RS.IN LAKHS) ^\ y
91-92
91-92
o:
Gross Income Profit Before tax Profit After Tax Share Capital Reserves & Surplus Fixed Assets (Gross)
1688.80 1 1 1 .52 46.52 1.^0 237.54 414.96
2113.60 142.88 62.88 1.80 300.42 592.49
2153.89 242 4.4 184.24 1.80 446 8.6 719.10^

J
92-93 85.02 12.40 6.40 1 .50 4.94 8.86
93-94 * 122.69
17.21 7.21 1 .50 12.16 11.51
3. LAKHANI SHOE CO. PVT. LIMITED. Lakhani Shoe Co. Pvt. Ltd. was incorporated in the year 1979 with the object of manufacturing Beach Slippers at Bhiwadi, Rajasthan. The financial performance of the Company for the last three years is summarised below: Sales Profit Before Tax Profit After Tax Share Capital Reserves & surplus Fixed Assets (Gross) 58.57 7.36 7.36 1.50 0.64 8.86
91-92
(RS.IN LAKHS) 92-93 778.79 18.88 2.38 7.05 130.22 177.17 93-94
. LAKHANI RUBBER WORKS
Gross Income Profit before Tax Profit after Tax Share Capital Reserves & Surplus Fixed Assets ( Gross)
712.81 31.32 16.32 7.05 130.39 167.82
840.85 --^Lakhi Rubber Works, a partnership firm, was formed in the year 1967 lani 44.12 in Fandabad. The firm is an Original Equipment supplier of Rubber Components to Maruti, Escorts, Telco and Sona Steering. The financial 22.12 pe/formance of the firm for the last three years is summarised below : 7.05 (RS.IN LAKHS) 152.33 183.80 93-94 91-92 92-93 Sales Profit Before Tax Profit After tax Partner's Capital Investment Allowance Reserve Fixed Assets (Gross)
20
4. LAKHANI FOOTCARE LIMITED Lakhani Footcare Pvt. Ltd. was incorporated in the year 1984 with the object of manufacturing Beach Slippers at Indore, Madhya Pradesh. The Company has been converted into a deemed Public Ltd. Company w.e.f 23.03.1987. The financial perfor mance of the Company for the last three years is summarised below : ^*
121.36 4.34 3.24 5.64 1.44

41.78
264.79 9.87 5.37 8.80
391.99 11.69 5.69

13.99
1.44
52.82
1.44
94.15
Lakhani
?
8.LAKHANI RUBBER PRODUCTS Lakhani Rubber Products, a Proprietorship firm was formed in the year 1988 in Faridabad to set up facilities for the manufacture of rubber components for the automobile industry. This firm was set up to meet additional demands of the rubber components and to develop new products. The financial performance of the firm for the last three years is summarised below (RS.IN LAKHS) 12. LAKHANI EXPORTS Lakhani Exports, a partnership firm was formed in the year 1993 at Faridabad to manufacture and export canvas shoes. The financial pej#rmance of the firm for the year 1993-94 is summarised below : ^ (RS.IN LAKHS) '^
S H O E S
Sales
Profit Before Tax Profit After Tax Partners' Capital /Fixed Assets (Gross)
93-94 319.49
91-92
Sales Profit Before Tax Profit After Tax Proprietor's Capital Investment Allowance Reserve V, Fixed Assets (Gross)
90.19 4.76 2.16 10.45 1.80
92-93 94.39 13.90 13.90 24.20 1.80
93-94 148.32 13.56 8.06 32.18 1.80 27.59
72.51 72.51 88.61

40.29
Except as mentioned above, no other firm or company has been promoted by any of the promoters. The promoters of the Company have not been associated with any Company which has raised funds from the capital market. There are no pending litigations/disputes defaults to financial institutions/banks, statutory dues and proceedings initiated for economic offenses (including the past cases) against the promoters and group companies/ firms mentioned hereinabove.
25.37
27.12
9.LAKHANI SALES CORPORATION 'Lakhani Sales Corporation, a partnership firm was formed in the year 1984 in Faridabad to co ordinate the marketing of all the products of the group The financial performance of the firm for the last three years is summarised below>' < (RS.IN LAKHS)
MANAGEMENT
The company isheaded by Mr. K.C.Lakhani, Chairman, wholooksafter day to day affairs of the company under superintendence and control of the Board of Directors. Mr. K.C.Lakhani is assisted by Mr. P.O.Lakhani, Managing Director and Mr. J.C.Arora, Director. Mr. P.O.Lakhani looks after the finance and commercial functions of the company. Mr. J.C.Arora has more than 20 years of experience in the field of sales and marketing.
91 -92
92-93
93-94
Gross Income Service charges Profit before tax Profit after tax Partners' Capital Fixed Assets (Gross)
46.60
54.79
67.66
8.13 1.92 0.83

34.06
6.38 4.48 1.53

35.84
2.53 2.53 2.24 46.14
Mr. Gunjan Lakhani, 21 years of age, Director, is a young and energetic Industrialist. He has been involved in the day to day affairs of the Company and is assisted by a team of qualified and expereinced professionals. He is widely travelled and has also been looking after the exports of this Company as well as of the other Companies in the Group. All the directors are assisted by a team of qualified and experienced professionals at the corporate level. BOARD OF DIRECTORS NAME, DESCRIPTION, ADDRESS & OCCUPATION MR.K.C.LAKHANI Chairman S/o Late Sh.V.R.Lakhani H.No.1127,Sector-15, Faridababd (Industrialist) MR.P.D.LAKHANI Managing Director S/O Late Sh.V.R.Lakhani H.No.1334,Sector-14, Faridabad. (Industrialist) MRJ.C.ARORA S/O Sh.K.C.Arora H.No.692, Sector-15, Faridabad. (Industrialist) MR. GUNJAN LAKHANI S/O Sh. K.C.Lakhani H.No.1128, Sector 15 Faridabad (Industrialist) The company is in the process of broad basing the Board.
/flQ. MASCOT UDYOG Mascot Udyog, a Partnership firm was formed in the year 1989 with the object of setting up facilities for manufacture of Beach Slippers at Noida in UttarPradesh. The financial perfomrSance of the firm for the last three years is summar ised below: (RS.IN LAKHS)
*K /
91-92
782.89 44.07 37.67
OTHER DIRECTORSHIP Lakhani Footwear Ltd. Lakhani Rubber Udyog Ltd. Lakhani Footcare Ltd. Laksons Footwear Pvt.Ud.
PARTNERSHIP
92-93 946.20 49.06 31.81 108.84 8.00 160.91
93-94 907.48
\J
Sales Profit before Tax Profit After tax Partners' Capital Investment Allowance Reserve Fixed Assets (Gross) 11. MASCOT FOOTCARE
41.66 25.16
131.44
77.17
8.00
8.00
167.57
144.86
Lakhani Rubber Udyog Ltd. Lakhani Footwear Limited Laksons Shoes Pvt. Limited Laksons Footwear Pvt. Ltd.
Lakhani Rubber Works
Mascot Footcare a Partnership firm was formed in theyear 1989 with the object of setting up facilities for the manufacture of Beach Slippers at / Noida, Uttar Pradesh. The object was to create additional capacity to meet the growing demand in the state. The financial performance of the firm for the last three years is summarised below: (RS.IN LAKHS)
91-92
Lakhani Shoe Co. Pvt. Ltd.
92-93 876.82 51.41 33.41 126.11 8.50 150.86
93-94 879.59
Sales
Profit before Tax Profit After Tax Partners'Capital Investment Allowance Reserve Fixed Assets (Gross)
728.43 44.99 38.39 97.50
45.51 28.01
151.70 8.50 160.80
8.5C
138.99
21
Lakhani
S H O E S
The Details of key management personnel looking after various activities of the company are as under:S.NO.
NAME Mr. Anil Punj Mr. J.K.Seth Mr. Guatam Mitra
DESIGNATION G.M.(Finance)* G.M.(Works) G.M.(Operations)
QUALIFICATION B.Com, F.C.A. Science Graduate B.Sc., A.N.C.R.T. (Lond)Grad P.R.I. Dip.in Footwear (BATA-Canada) B.Com, I.C.W.A. Graduate B.Com.A.C.A.
TOTAL EXPERIENCE 15 Years 22 Years 19 Years
1.
2. 3.
4. 5. 6.
Mr. Ashok Kalra Mr. Neeraj Shah Mr. Rajesh Goel Mr. Samindra Chatterjee
G.M.(Costing)* G.M. (Marketing) Manager (Finance) Dy.Manager (Design)
12 Years 18 Years 6 Years
7.
Diploma in Footwear Technology,Northampton, U.K Diploma in Footwear Styling ARS, Sutoria, MNan, Italy
7 Years
f
1 Year
Anju Bala Mediratta *for the group
Company Secretary
B.Com. (Hons), ACS
V*
DETAILS OF THE PROJECT THE PROJECT & PRODUCT Lakhani India Limited is in the process of implementing an expansion cum-modemisation and diversification scheme estimated to cost Rs. 5820. 00 Lacs. The Company presently has an installed capacity to manufacture 30 lac pairs per annum of sports shoes and children's shoes. LIL proposes to expand this capacity to 61.65 lac pairs per annum and also plans to diversify into Leather Shoes. The plant for the Leather Shoes will have an installed capacity of 3 lac pairs per annum and will have the most modem facilities. The Company will also be setting up showrooms at Delhi, Bombay, Calcutta and Bangalore as a part of this project. LAND & SITE DEVELOPMENT
20 kms from Delhi. The infrastructural facilities are adequate. Both skiled and semi skilled labour are easily available, since Faridabad is a major center for Footwear Industry. Water, electricity and transport facWrbes are easily available. BUILDING t CIVIL WORKS For the expansion cum diversification project additional halls will be constructed at the existing as well as the new site. 26,197 sq.ft. of additional structures will be constructed at a cost of Rs. 72.22 lac at the existing site, Plot No.262 P, Sector 24, Faridabad. A total of 11 halls will be constructed on both the sites. These halls will take care of manufacturing operations, storage facilities for raw material and finished goods, administrative block and canteen for work ers etc. The total covered area would be 2.38 Lacs sq.ft. As per estimates provided by M/s BRIJ (INDIA) INC., Archi tects for the project Rs.482.77 lac will be spent on covered area of 2.12 lac sq.ft. at new site. The entire structure would be of RCC type with partly ACC roofing and partly RCC roofing. An amount of Rs. 142.15 lacs has already been spent towards the civil works.
The existing manufacturing facilities of the company are located at 262P, Sector 24, Faridabad on land admeasuring 16,337.67 sq. yards (approx.) which is a freehold land. The same was purchased at a cost of Rs. 1 1 .09 Lacs in June,1992 and has since been Registerd in the name of the company. Part of the expansion project will be implemented The construction work at both the sites has already commenced in the month of January 1995. The expansion of spo rts shoes, ladies sandals at the same site. The company has also acquired additional land and slippers will take place at 262-P, Sector-24 where the construction measuring 41644 sq.yards at 266, Sector-24, Faridabad for the imple mentation of the diversification and part of the expansion programme. ' of building will be completed by July, 1995. The building at Plot No,266, The land has been purchased at a cost of Rs. 1 39 Lacs from M/s Jindal Sector-24, Faridabad win be completed by July, 1995. Steel Ind. Pvt. Ltd. The land is on a freehold basis and has been To facilitate commencement of commercial production of the expanregistered in the name of the company. sion and the diversification project to be located at the new site by April The site is fully developed and the construction of building and civil work 1995, the Company has entered into a Lease Agreement with Lakhani Export for the use of its building located at Plot No.119, Sector-24, has already commenced. Faridabad, belonging to Lakhani Exports. LOCATION & ITS ADVANTAGES The main terms of this agreement, signed on December 12,1994, are as follows: The existing manufacturing facilities of the company are located at 262P, Sector-24, Faridabad and part of the expansion programme will also 1. Rent-Rs. 1,71,125 per month. be set up here. The diversification programme and part of the expansion 2. Tenancy will commence from 1st April, 1995. programme will be located at 266, Sector-24, Faridabad. Both the sites 3. Tenure of Lease - 1 year, subject to renewal at the option of the are located very close to each other and are only one km. from DelhiAgra Highway. Faridabad is an industrial town located at a distance of Lessee.
22
Lakhani
S H O E S
The company proposes to shift into the premises at Plot No. 266, Sector-24, Faridabad after September 1995, once the building is ready for occupation.
PLANT & MACHINERY The main Plant and Machinery Equipment are being imported under Open General Licence from Italy, Taiwan and Korea and the remaining are being acquired from indigenous sources. The Company has already purchased moulds and other machinery worth Rs. 142.15 lacs to be utilised in this project.The cost of Imported Machinery items amount to Rs. 1517.85 lac and indigenous Rs. 180.15 lac. The details of the main Plant & Machinery are as under: PARTICULARS SUPPUER VALUE Rs.in lac 56.48 STATUS
EVA SHEET 1100 TON HYDRAULIC HOT PRESS (ONE SET)
DAH -TYAN HYDRAULIC MACHINE INDUSTRIAL CO. LTD. FU SHING RD. SEC 2 TAICHUNG, TAIWAN (R.O.C.) - DO -
ORDERED AND L/C OPENED 20.02.95
2.
COLOUR RUBBER SOLE 4 UNIT125TON HYDRAULIC HOT PRESS & 1 UNIT POWER PACK SOLE ASSEMBLY/OUT SOLE EQUIPMENT AND LASTING MACHINE SHOE MAKING MACHINERY ONE LINE FOR CUTTING SHOP ASSEMBLY SHOP AND STOCK-FIT SHOP
37.90
ORDERED L/C OPENED ON 20.02.95 ORDER PLACED ON 27.01.95 ORDERED L/C OPENED ON 17.04.95
3.
CHENG FENG MACHINERY & ENTERPRISES CO. LTD. FENGYUAN, TAIWAN KUKDONG MACHINERY CO. LTD. 262-B HAKJANG DONG BUCK GO SOUTH KOREA PUSAN MAIN GROUP SPA VIALLE DELL INDUSTRIA-63 35129 PADOVA - ITALY LAMPO MACHINE INTERNATIONAL SRL MARIMMANA, 49 LOC, LA STELLAVINCI (Fl), ITALY SEIKO SEWING MACHINE CO. LTD. 11-3 IMADO, I-CHROME TAITO-KVTOKYO-111 JAPAN PURCHASED FROM VARIOUS SUPPLIERS SEIKO SEWING MACHINE CO. LTD. TAITOKU TOKYO 111 JAPAN
129.79
4.
122.66
5.
24 STATION AUTOMOMATIC ROTARY MACHINE FOR INJECTION OF SOLE ONTO UPPERS
149.14
ORDERED & L/C OPENED ON 17.04.95
6.
CUTTING PREP*ARATING & ASSEMBLY MACHINE (LEATHER SHOES)
131.31
ORDER PLACED ON 02.02.95
7.
90 NO. - INDUSTRIAL SEWING MACHINES WITH ESSENTIAL SPARES-
106.53
L/C OPENED ON 17.04.95
8.
MOULD FOR SPORTS SHOES
115.45
ORDERED & DELIVERY RECEIVED ORDERED & DELIVERY RECEIVED
9.
SEWING MACHINE
13.49
The company proposes to purchase the foreign currency required for the purpose of importing the machinery, from the market. MISCELLANEOUS FIXED ASSETS Miscellaneous fixed assets are required for the smooth operations of the company and include assets like computers, office equipments, photocopiers, fire fighting equipment, staff buses etc. These have been estimated to cost Rs. 449 lacs. The company also proposes to set up a footwear design studio with Computer Aided Design (CAD) facilities. * SHOWROOMS To meet the growing demand for the products of LAKHANI brand, and to further enhance the brand image, the company proposes to open premier mega leather goods showrooms at prime and strategic locations viz Delhi, Bombay, Calcutta and Bangalo re The total cost of these showrooms has been estimated at Rs. 390 Lacs on the following basis: Delhi Bombay Calcutta Bangalore Rs.100 Lac Rs. 150 Lac Rs. 75 Lac Rs. 65 Lac
These showrooms will be either on ownership basis or under franchise agreement with owners. The identification of locations is at the final stages and the company expects to open the showrooms by Sep., 1995.
23
Lakhani
S H O E S
\C\
/'
TECHNOLOGY The company has been using its in house technology till now. However, the company is now proposing to add on a new method of production for 'Stuck on Sports Shoes'. Th e company has entered into a confidentiality agreement No. Nil dated Dec. 12 1994 with Reebok International Ltd. (REE BOK) in terms of which LIL will have access to intellectual property and business practices of REEBOK. This agreement read as follows : " In connection with LAKHANI INDIA LIMITED providing DEVELOP MENT & MANUFACTURING services to Reebok International Ltd. ("Reebok"), Confidant acknowledges that Reebok may disclose to confidant confidential information. Confidential information includes, but is not limited to information relating to the intellectual property and business practices of Reebok whether or not reduced to writing or other tangible medium of expression, whether or not patented, patentable, capable of trade secret protection, or protected as an unpublished or published worth under the United States Copyright Act of 1976 as amended. Confidential information also includes comparable information that Reebok may receive or has received from others who do business with Reebok Intellectual property included information relating to research and development, inventions, discoveries, improvements, methods and processes, knowhow, algorithms, compositions, works, concepts, designs, ideas, prototypes, models, samples, writings, notes, and patent applications. Business practices includes information relating to intellectual property. business plans, financial information, products, services, manufacturing processes and methods, costs, sources of supply, strategic marketing plans, customer lists, sales, profits, pricing methods, personnel, and business relationships. All rights, title, and interest in and to any intel lectual property and documentation produced by confidant based on such confidential information shall be the property of Reebok and shall be considered confidential info rmation. All such confidential info rmation is the property of Reebok and all such confidential information in tangible form and copies thereof shall be returned to Reebok upon request. Confidential information does notinclude information that was already known to confidant priorto its contact with Reebok established by confidant's records, information^/vhich becomes generally available to the public other than as a result of a breach of this Agreement, or information which is furnished to Confidant by a third party who is lawfully in possession of such information and who lawfully conveys that information. Confidant agrees that it shall take steps to protect confidential information of Reebok and agrees that it shall not (1) use (2) disclose. (3) copy or (4) allow access to confidential information of Reebok without the prior written approval of Confidant with regard to the confidential info rmation of Reebok herein shall continue until such time as one of the exceptions identified hereinabove applies to the subject matter in question. Confidant agrees not to disclose to any third party information concerning any efforts undertaken for Reebok. Confidant shall not use any Reebok trade mark or trade name without the express prior written consent of Reebok. Confidant represents and warrants that its actions with respect to Reebok are not in conflict with any prior obligations to third parties. Confidant agrees not to disclose to or use on behalf of Reebok any confidential information belonging to third parties unless written authorisation from the party is obtained in form satisfactory to Reebok". Out of the total expansion, facilities to manufacture 15 Lac pairs of "Sports Shoes" will be as per the specification of "Reebok". Reebok will supply complete technological support to Lakhani India Limited. Plant & Machinery and raw material will also be sourced as per their specification Reebok has agreed to provide on the job training to the key technical executives of the company. The Company is not required to pay any royalty/ fees to Reebok International Limited for the services to be provided by them in terms of the above confidentiality agreement.
RESEARCH AND DEVELOPMENT Lakhani India Limited, in its endeavor to keep pace with the changing market scenario is developing new kinds of shoes. The latest addition to their line of shoes is "Shocker". This shoe provides additional cushioning and protects the foot from shocks. The company vide application no. 644333 dated Oct. 28, 1994 have applied for registration of patent for this product. MANUFACTURING PROCESS The company proposes to have four different types of production lines : a) for sportive and casual shoes based on synthetic material and direct injection moulding process. b) for Stuck on Sports Shoes using cold cemented construction c) forLeatherFootwearwithTPR/PU/LEATHER UNIT SHOES. d) for Ladies Sandals and Slippers with PU UNIT SOLES. The manufacturing process for each of these products can be subdivided into following stages: Production of Shoe Uppers Making Finishing & Packing
The company already has one 16 station and one 12 station automatic injection moulding machine which can produce 14 pairs of different sizes of shoes in 4 minutes.
SPORTIVE AND CASUAL SHOES SHOE UPPERS

The main raw material is PVC leathercloth, which is embossed with the desired designs before it is cut. The upper material for sportive and casual shoes is selected keeping in view the requirements of the particulartarget segment. Cutting of uppers is done with the help of dies. Different components are then assembled together with the help of specialised stiching machines. The otheroperations like eye letting, punching.trimming, cleaning etc. are carried out on the uppers based on standards/specifications. STROBBUNG UPPER Before the upper can go for Direct Injection Moulding it is sent for strobbling function. In this function the upper will be strobbled in respective sizes of socks using strobbling machines. INJECTION OF SOLE ON UPPER The upper is first cleansed of all dust and is then heated in an oven at a temperature of 45 to 50 degrees celcius so that it becomes flexible. The uppers are then moulded to the sole using the Direct Injection Moulding process. FINISHING AND PACKAGING The shoe is given the required finishing touches by putting insoles, padding, tags, laces etc. packed in boxes and made ready fordespatch.
STUCK ON SPORTS SHOES SHOE UPPER

The uppermaterial forthe stuck on sports shoes is selected keeping in mind the requirement of the particular sport The cutting of uppers is done with cutting dies. Different components are then assembled and stitched together with the help of specialised stitching machines. Tha.gther operations like eye letting, punching, trimming, cleaning etc. are carried out on the uppers based on standards/specifications. MAKING The shoe uppers then undergo the process, known as LASTING. In this process, the upperisfittedon the last and ittakesshapeof the last. Soles
24
Lakhani
S H O E S
are piepared separately by cutting EVA with the help of cutting knives and then cemented togeth er with the bottom sole. The unit soles thus prepared are attached with lasted uppers with the help of various speciality chemicals and adhesives. FINISHING & PACKING The shoe is given the required finishing touches by putting insoles, padding, tags, laces etc. packed in boxes and made ready fordespatch. LEATHER FOOTWEAR SHOE UPPER These patterns are made in keeping with the fashion requirement and for optimum utilisation of leather. The leather is cut with the help of cutting dies on the machine. The components are then skived, folded and stitched with help of specialised stitching machines to produce shoe upper. Other incidental operations like trimming, eye letting, clearing etc. are then carried out in keeping with the specifications of the product. MAKING
UTILITIES a) POWER The total power requirement of the company has been estimated at 1875 kws. which is proposed to be met from Haryana State Electricity Board. The company already has a sanctioned power load of 870.475 kws vide HSEB's letter no.Ch-2/RG-334/350/FBD dated October 7, 1994 for its factory at 262 P, Sector-24, Faridabad. The company has purchased 3 Diesel Generator Sets with total capacity of 675 kws for its factory premises at 262 P. LIL proposes to purchase two D.G. Sets of 590 kws for the new factory at 266, Sector-24, Faridabad to meet the requirement of power. However, they have also made an application to HSEB for 1,650 kws of power as a standby arrangement. PlotNo. 119, Sector-24, Faridabad, where LIL proposes to commence production before the building at Plot No.266 is completed, has a sanctioned power load of 497 kws vide HSEB's Letter No.Ch.6/WO/ DRG-739/Ldated Nov2,1994. This powerload will be available foruse by the company under the terms of the lease agreement dated December 12,1994 signed between Lakhani India Limited and Lakhani Exports. b) WATER
The shoe uppers are then subjected to a process known as LASTING. For this, a last which conforms to the shape & size of the feet are selected and the upper is mounted on to this with the help of specialised machine. The lasted shoe then undergoes a series of operations which facilitate attaching soles on to the lasted upper to produce shoes. FINISHING & PACKING The shoes are now cleaned, given the requisite finishing touches with speciality chemicals and finishes, and after attaching brand names, logos, tags etc. they are packed in boxes in accordance with the customer's requirements. LADIES SANDALS The designs of ladies sandals are decided in keeping with the fashion requirements. The designs are converted into patterns which are then used to cut various components. The components are stitched together with the help of stitching machines. Decorative embellishments and trims are attached to increase the fashion appeal of the product. , The uppers are then mounted on the last and sole fixed on to the lasted upper. This process is called LASTING. The unit soles are stuck to the lasted upper with the help of speciality adhesives and chemicals. The product is then cleaned, finished with various finishes and packed in boxes in accordance with the customer's requirements. ^^rf\ a. RAW MATERIAL, CONSUMABLES AND PACKAGING \
50,000 liters per day of water will be required by the company for the purposes of manufacturing process and human consumption. The company already has a tube well at the existing site and has also constructed overhead tanks which store water from the public supply system. A similar arrangement is proposed to be made for the project under implementation. HUMAN RESOURCES The Company already employs261 personsof which 48 are managerial persons and 196 persons are Skilled, Semi Skilled and Unskilled. Managerial Supervisory Skilled Semi Skilled Unskilled Total
24 24 35
6 172 261
The main raw materials required for the manufacture of non - leather shoes are vinyl and high frequency components which constitute about 32 % of the total raw material consumption. These raw materials are imported from Italy & Taiwan under Open General License. The soling materials are made from PVC RESIN & D.O.P., which is locally sourced and converted into the sole. The major raw material required for manufacturing leather shoes is finished learner which is abundantly available in India. The requirement of leatheVwill be met by purchasing leather from different tanneries in India The consumables required for completing the shoe making process are lining, threads, toe puffs, stiffeners and laces etc. These are abundantly available locally. The Promoters have been in this industry fora long time and do not fore see any problem in procurement of raw materials.
The company will require additional 24 managerial level persons and 1254 skilled and semi skilled workers to achieve full scale of production. LIL is in the process of appointing the key persons and semi- skilled/ skilled workers required at this stage. All the persons are undergoing on the job training and some key personnel are being sent abroad for necessary training to meet the future demands of the job. The remaining staff shall be appointed as the project progresses. The company shall also get the orders executed on a job work basis as and when needed. The company does notforesee any problem in recruiting the semi skilled and skilled labour since Faridabad is a major center of the Footwear Industry. EFFLUENT DISPOSAL The process of manufacturing does not involve emission of any harmful effluents/liquid organic. However the company has received No Objection Certificate from Haryana Pollution Control Board vide Letters No. HSPCB/AIR/551, dated 31.03.95 for plot 262 P and HWPCB/NOC/234 dated 06.04.95 for plot 266, Sector 24, Faridabad. PROJECT IMPLEMENTATION SCHEDULE The schedule of implementation as envisaged by the company is as under:-
^-5*
Utjiani
> H o e s
Expansion cum modernisation Project Description
Commencement
Completion
Rs. lacs Amount spent till May, 1995
a) b) c)
d)
e) f)
Acquisition of Land and site Development Civil work Plant& Machinery Placement of Order Indigenous Machinery Imported Machinery Delivery of P&M Indigenous Machinery Imported Machinery Commissioning Commercial Production The company will launch various products over this period.
Already Acquired April-1995
July-1995
Feb-1995 Feb-1995 June-1995 In progress March -1995 July -1995 to Oct -1995*
June-1995 May-1995 July-1995 July-1995 July-1995
142.15
Diversification Project Description Commencement Completion Rs. lacs Amount spent till May 1995 139.00 154.90
a) c)
d)
e) f) 9)
Acquisition of Land and site Development Civil work Plant & Machinery Placement of Order Indigenous Machinery Imported Machinery Delivery of P&M Indigenous Machinery Imported Machinery Commissioning Commercial Production Opening of showrooms
Already Acquired April -1995
July -1995
Fob -1995 Feb -1995

June -1995 In progress March -1995 July-1995 Sept. -1995
June -1995 May-1995 July -1995 July -1995 July-1995
INDUSTRY SCENARIO The Indian footwear industry is growing at a fast pace. In 1993, the world footwear market was dominated by China, followed by Brazil and .Indonesia. India's Share in this market stood at less than 1 %. India, however, has a great potential to grow in this industry. With 16 % of the world's bovine population, and availability of cheap skilled manpower India is poised to achieve growth in the Footwear Industry. (Source : Economic Times, Delhi edition, dated Dec. 4,1994) The domestic market currently has a potential for around 450 million pairs expected to go up to 560 million pairs by the year2000. The target for the consumption of this output is the 200 million upper middle class and 10 million super rich categories of the Indian population. Realising this potential, the international brand names like Reebok, Adidas, Nike Puma, Hush Puppies & Bally International have established their presence in our country. India has also experienced a growth in the export of footwear. The value of exports increased from Rs.123 million in 1990-91 to Rs.175 million in 1993-94. (Source : Economic Times, Delhi edition, dated Dec. 4, 1994) Lakhani group has also been keeping pace with the changing scenario in this industry. The group is planning to introduce new products in the market and enter into high potential area of manufacture and export of leather shoes. MARKETING ARRANGEMENT Lakhani is a well known brand in the country for the last 25 years, manufacturing Sports Shoes, Canvas Shoes & Beach Slippers. The
group is marketing its products under the brand name of LAKHANI in the National & International Markets. LAKHANI HAWAI, LAKHANI CANVAS and SHOCKER, SIXER & TRIMLITE for adults, SOPHIA & MIZforgiris,KIDZ,MUSlGLO&MAGIGLOforthechildren in the sports shoe segment are some of the popular brands of the Group. The Group has manufactured and supplied canvas shoes to Woolworth, Australia, Scorpios International, France, J.A.Commex, Spain and is the largest supplier of Canvas oihoes to G.H. Warner Footwears Pic, Essex, U.K. under reputed brand names such as C& A, Littlewood, Shoefayre, Stead & Simpson and Benson & Taylor. Lakhani has a network of 268 distributors and 12000 retailers appointed by them and spread all overlndia. The customers' reliability on Lakhani's products can well be seen as the company has grown manifolds in the last 25 years. The marketing set up of Lakhani Group is headed by a Director who is assisted by team of qualified marketing professionals. Lakhani India Limited, the flagship company of the group is now undertakingan expansion, modernisation and diversification programme. Under this programme the main thrust of the company is on exports. Under this programme the Company is setting up a state of the art plant for the manufacture of Leather Shoes for the export market. The Company is also setting up facilities for the manufacture of 'Stuck on Shoes' as perthe specifications of Reebok International Limited, the second largest shoe manufacturers of the world. Reebok, vide their letter no. Nil dated December 12,1994 have expressed interest in sourcing 37 lac pairs of sports shoes over a period of next three years, provided the price and delivery specifications are met.
?6
Lakjiani
S H O IS
As a part of marketing strategy the group is also planning to set up a chain of exclusive showrooms spread all over India.Initially these showrooms will be opened in Delhi, Bombay, Calcutta and Bangalore. EXPORT OBLIGATIONS In terms of present Industrial Policy of the Government of India the company is required to export 75 % of its total production of leather shoes. The company does not foresee any problem meeting this export obligation since LAKHANI's Brand name is well established in the International Market. PROFITABILITY PROJECTIONS Financial Projections as per company's own estimate are as follows:Year ending
March-96 March-97Mtrch-M
5)
Depreciation has been provided on straight line method as per rates prescribed in the Companies Act 1956. For the purposes of calculation.of Tax Liability, Depreciation has been calculated on W.D.V. basis as per rates prescribed in the Income Tax Act. 1961 Advertisement cost has been provided at the rate of 3 % of the total sales. As a matter of abundant caution the attention of the investors is drawn to the fact that the above profitability projections are based on the Company's own estimates, are indicative and are subject to change. f,-t
6)
PRICING OF EQUITY SHARES
P1^
Equity Shares of Rs. 10 each are being issued at premium of Rs. 110 per share.
STOCK MARKET DATA The shares of the company are yet to be listed on any stock exchange. rmi Hence quotation for the share price of the company are not available. JUSTIFICATION OF PREMIUM JU
TK-
(Rs.inLtc)
Installed Capacity (No.of pairs in lacs) v Non Leather Shoes ' Leather Shoes Capacity Utilisations (No.of pairs in lacs) Non Leather Shoes Leather Shoes Capacity Utilization (%) Total Income Gross Profit (PBDIT) Depreciation Financial Expenses Misc. Expenses Written off Profit Before Tax Tax Profit After Tax Dividend (%) Equity Capital Reserves & Surplus Net Worth EPSfRs.) CEPS (Rs.) Book Value (Rs.) Return on Total Assets (%) \ Gross Profit Margin (%) Net Profit Margins (%) Industry GPM (%) * pro-rata -Tx-f weighted
V
61.65 3.00
61.65 3.00 50.17 2.40 76
61.65 3.00
40.69
0.85 60*
53.79
2.70 82
VIS&J) 1985^
221 66 97 1601 275 1326 30* 1430
13273 2839
308 56 97
15S4
\ n The issue of Equity Shares of Rs. 10/- each at a premium of Rs. 110/- per eha sna has been decided by the company in consultation with the Lead share Mai Managers to the Issue and is considered reasonable and justifiable on the following grounds.:
QL QUALITATIVE FACTORS 1. 2. 3. 4. 5.
Sr A
3394
337 50 97 2910 571
The Company is part of the well known 'LAKHANI' group. The principle promoter, Sh.K.C.Lakhani, has industry experience of over 28 years. The company has a well established team of distributors and retail shop developed over a period of time, 'LAKHANI' is one of the largest selling brands in the footwear Industry.
2378
446 1932 40 1430
2339
40 1430
5909 7339
10.66 11.70 51.32 19,44 21,45 17,30 9,70
7269 8699
13.51 15.66
9036 10466
16.36 18.71 73.19
60.83 24.73
21.39 17.91
25.46
21.69 18.59
The company is an existing Profit Making Company for the last 14 years and paying dividends for the last 3 years. 6. 'LAKHANI' group has built up leadership position in the footwear industry and does not envisage any problem in marketing the products of the company.
7. 8.
Lakhani India Limited is the flagship company of Lakhani Group. The company is setting up facilities forthe manufacture of 15 Lacs pairs of sports shoes annually as per specifications of 'Reebok International Ltd.' who have also shown interest in sourcing a total of 37 Lacs pairs of sports shoes over period of next 3 years.
ASSUMPTIONS :QUANTITATIVE FACTORS
1) Working for the Plant have been taken at 300 Days p.a. 2) The average selling price per unit has been assumed as follows: a) Sports Shoes i) Gents Rs. 275/- per pair H) Children's Rs. 150/- per pair PVC Slipper Rs. 80/- per pair Ladies Sandal Rs.1657- per pair Cemented Shoes Rs.300/- per pair Leather Shoe Rs.300/- per pair Raw Material has been taken at the prevailing market prices, Interest has been provided on the existing loans as follows: a) Working Capital 16% p.a, b) Unsecured loans 15% p,a, c) Term Loans - as appearing under the head "Financial Infor mation" in Part II of the prospectus.
The key financial Indicators of the company based on past performance projected performance are given below:Year
1990 1991 1992 1993 1994 1995 1996 1997 1998
Income Ra.ln laoa

1306.00 1953,00 2326.00 2770.00 2875.00 4104,11 9253,00 13273,00 15646.00
PAT Dividend Re.ln lacs (%)

66.00 45,00 51.00 51.00 169,00 310.50 1326,00 1932.00 2339.00

E.P.S.BookValue Rs. Rs.

169.00 113.00 127,00 102,00 169.00 8,93* 10,66* 13.51 16.36 365.00 478.00 606.00 299.00 466,00 13.35* 51,32 60.83 73,19
b) c) d) e) 3) 4)
15.00 20.00 25.00 30.00 40.00 40,00
* Annualised
27
Lakhani
S H O E S
1)
ItisevidentfromtheabovetablethattheTumoverandPATof the company has been increasing continuously for last 4 years and company made an after tax profit of Rs.169 lacs, on a equity of Rs.10 Lacs with an E.P.S. of Rs.169 for the year ended March 1994. Based on the performance of Current year, the profit after tax is at Rs.310.50 lacs for the year ending March 1995 and the E.P.S. is Rs. 8.93 (annualised) on expanded capital. The projected aftertax profit of the Company is Rs. 13.26 Crore, Rs. 19.32 crore and Rs. 23.39 crore for the year ending March'96, March'97 and March'98 respectively and averago EPS of Rs. 13.30. The offer price of Rs. 1207- corresponds to a P. E. of 9.02 based on the average of 3 years projected EPS. This is well below the current P.E. ratio of 28.20 for the Footwear industry (Source Capital Market Vol.IX/14 Oct. 1994.)
2)
No criminal prosecutions have been launched against the Company and promoters/directors for alleged offenses under the enact ments specified in Paragraph 1 of Part 1 of Schedule XIII to the Companies Act, 1956. No criminal proceedings have been launched againstthe promoter of the Company. The company/group firms have no pending litigation other than ordinary commercial disputes with the constituents or employees against the Company/group company irrespective of whether or not they fall u/s 370 (1B) of the Companies Act, 1956.
2)
3)
4)
3)
b. Outstanding Defaults The Co'mpany or any of the Companies promoted by the private promoters have not defaulted in meeting the statutory dues, fixed deposits, financial institutions/bank dues. etc. MATERIAL DEVELOPMENT There has been no material development other than what has already been set out elsewhere in this prospectus after the date of the latest Balance Sheet as on 31 st March, 1995 which would have an impact on the performance and prospects of the company . RISK FACTORS INTERNAL TO THE COMPANY 1. The Cost of the Project and the financial projections appearing in the offer document are based on the Company's own estimates. The Company has not made any firm tie ups to meet the obligation to export 75% of the output of the Leather Division from the third year of operation. The Company has commercial disputes totalling Rs. 4.43 lacs. *J
STOCK MARKET DATA The shares of the company are yet to be listed on the Stock Exchanges and hence no quotation for the market price of shares are available. PARTICULARS PERTAINING TO THE ISSUE OF CAPITAL BY THE COMPANY AND OTHER LISTED COMPANIES UNDER THE SAME MANAGEMENT WITHIN THE MEANING OF SECTION 370(18) OF THE COMPANIES ACT. The company has not made any public issue of.shares since its .ncorporation. There are no companies under the same management within the mean ing of Section 370 (1 B) of the Act, which made any issue of cap! tal during a period of three years prior to the date of this issue. LITIGATION, DEFAULT AND MATERIAL DEVELOPMENT a. Outstanding Litigation 1. Manav Sales Corporation, New Delhi has lodged a claim of Rs. 3,83,509/- towards raw materials supplied and interest on delayed payment. ' The Company claims the raw materials supplied by Manav Sales was of poor quality resulting in the production of substandard goods valued at Rs. 21.68 lacs. This effected the reputation of the Company and the Company has lodged a counter claim against the party. 2. Goel Industries, Delhi have lodged a claim of Rs. 59,5187- towards raw material supplied, interest for delayed payment and other costs.
2.
3.
EXTERNAL TO THE COMPANY 4. Fluctuations in the Exchange Rates may affect the cost of imported plant & machinery, raw materials and realisation on Exports. Adverse changes in the Government Policies in regard to the Export Policy may affect the operations of the Company as Exports constitute a significant part of its Income.
5.
MANAGEMENT PERCEPTION OF THE RISK FACTORS 1. The Promoters are experienced in implementing numberof similar projects and are confident about the cost and the achievability of the projections.
Apart from the disputes mentioned above : 1) The company or group firms have no outstanding litigation likely to affect operation and finances of the Company including tax liabilities other than commercial/normal disputes with respect to the business of the company.
28
Lakhani
S H O E S
PART II
A. GENERAL INFORMATION CONSENTS Consents in writing of the Directors, Auditors, Company Secretary, Legal Advisors to the Issue, Lead Managers to the Issue, CoManagers to the Issue, Advisors to the Issue, Bankers to the Company, Bankers to the Issue, Registrars to the Issue, Brokers to the Issue, Underwriters to the Issue to act in their respective capacities and to incorporate their name(s) in the Prospectus have been obtained and filed along with a copy of Prospectus with the Registrar of Companies, NCT of Delhi and Haryana, at Delhi as required under Section 60 of the Companies Act, 1956 and none of them have withdrawn the said consents up to the time of delivery of a copy of this Prospectus for registration with the Registrar of Companies, NCT of Delhi and Haryana, New Delhi. M/s. J.P.Jain & Co. the Statutory Auditors of the Company have also given their written consent to the inclusion of their report, as also their opinion on tax benefits as appearing hereinafter in the form and context in which it appears in the Prospectus and such consent, report and opinion have not been withdrawn up to the time of delivery of a copy of this prospectus with the Registrar of Companies, NCT of Delhi and Haryana at Delhi. EXPERT OPINION, IF ANY The Company has not obtained any expert opinion other than those mentioned elsewhere in this prospectus. CHANGE IN DIRECTORS DURING THE LASTS FINANCIAL YEARS The following changes have taken place in the composition of the Board of Directors in the last three financial years : Name of Directors Mr.J.C.Arora Mr.Gunjart Lakhani Date of Appointment 10.10.199,4 30.11.1994 Reasons for ChangeExpansion of Board of Directors Expansion of Board of Directors b. The Board of Directors reserves its sole, absolute and uncontrolled discretion and without assigning any reason therefor, the right to accept or reject any application in whole or in part. If any application is rejected in full the whole of the application money received will be refunded to the applicant. If the application is accepted in part, the excess application money will be first adjusted against allotment money due on Equity Shares and the balance, if any, will be refunded to the applicant in terms of Sec.73 of the Companies Act, within 10 weeks from the date of closure of the issue. PROCEDURE AND TIME SCHEDULE FOR ALLOTMENT AND ISSUE OF CERTIFICATES Letters of Allotment, Share Certificates and/or regret letters together with refund cheques or bank drafts of value over Rs.1500, if any, will be dispatched at the applicant's sole risk by registered post at the Sole/First named applicants address within 10 weeks from the date of closure of the subscription list and if such money is not repaid within 8 days from the day the Company becomes liable to pay it the Company and every Director of the Comapny who is an officer in default shall be jointly and severally liable to pay that money alongwith interest @ 15% p.a. All other refund orders of value less than Rs.1500 will be dispatched by Ordinary Post,' UnderCertificate of Posting'. Refunds will be made by cheques or pay orders drawn on the Com pan^s Bankers and the bank charges, if any, for encashing such cheques or bank drafts will be payable by the applicants. However, all the cheques or bank drafts to be issued will be payable at par at all places where the applications are accepted. DISPOSALOF APPLICATION ACCOMPANYING STOCKINVESTS The procedure for disposal of applications made by cash or cheque or bank draft will apply mutatis mutandis to applications accompa nied by stock invests except the following : a. in case of non-allotment, the Registrar to the Issue will return the stock invest to the investor without encashing. The bank will vacate the lien on the account on submission of the same by the investor. on allotment/partial allotment, the Registrars to the Issue will fill in the amount which will be less than or equal to the amount filled in by the applicant before presenting the Stock invest to the issuing banker for payment to the extent of the allotment. The bank will vacate the lien on the balance amount, if any in the applicant's account on receipt of the Stock invest. The unused Stock invests will be returned to the applicant by Registered post within 70 days from the date of closing of the issue.
CHANGE IN AUDITORS DURING THE LAST3 FINANCIAL YEARS There has been no change in the Auditors of the Company during the last 3 financial years, prior to the date of the issue of this Prospectus. CHANGE IN KEY MANAGEMENT PERSONNEL
* I There has been no change in the key management personnel during the last financial year.
AUTHORITY FOR PRESENT ISSUE Pursuant to Section 81 (1 A) of the Companies Act, 1956 the present issue has been authorised by the shareholders of the Company by a Special Resolution passed at the Extra Ordinary General Meeting of the Company held on November 30, 1994, further revised wide resolution dated Jan 31, 1995. DISPOSAL OF APPLICATION & APPLICATION MONEY No receipt will be issued for the application money. However, the Bankers to the Issue, receiving the application will acknowledge the receipt of the application by stamping and returning the detachable acknowledgement slip attached to the application form. The subscription monies will be kept in separate bank accounts and the Company will not have access to such funds unless allotment of shares have been made in consultation with the DELHI Stock Ex change and listing approvals have been received from all the Stock Exchanges where listing is sought.
c.
BASIS OF ALLOTMENT In the event of the issue being oversubscribed, the basis of allotment will be finalised in consultation with the Regional Stock Exchange at DELHI. Investors may note that in case of the issue getting oversubscribed by more than 2 times, a SEBl nominated public representative shall be associated in the process of finalisation of basis of allotment. The allotment of shares shall be subject to allotment in marketable lots, on proportionate basis as explained below : a. b. Applicants will be categorised according to the numberof Equity Shares applied for. The total numberof Equity Shares allotted to each category as whole shall be arrived at on a proportionate basis, i.e., total numberof Equity Shares applied for by each applicant in that category multiplied by the inverse of the oversubscription ratio.
29
Lakhani
S H O E S
VLS FINANCE LIMITED C-489, DEFENCE COLONY NEW DELHI 110029 BOI FINANCE LIMITED, STOCK EXCHANGE BLDG, 24TH FLOOR, DALAL STREET BOMBAY-400 023 REGISTRARS TO THE ISSUE MAS SERVICES PVT. LIMITED AB-4, SAFDARJUNG ENCLAVE, NEW DELHI-110 029 AUDITORS TO THE COMPANY k J.P.JAIN&CO. >Tr"C>IARTERED ACCOUNTANTS PLOT NO. 104, SECTOR-24, FARIDABAD. ADVISORS TO THE ISSUE
BANKERS TO THE COMPANY BANK OF INDIA 2 A/6, BUNGLOW PLOT, N.I.T FARIDABAD BANKERS TO THE ISSUE BANK OF INDIA CAPITAL MARKET BRANCH, B-12, CONNAUGHT PLACE, NEWDELHI-110001 INDIAN BANK POST BOX NO. 109, UG FLOOR, WORLD TRADE CENTRE BABAR ROAD, NEW DELHI-110 001 BANK OF MADURA LTD. 2877, HARDHYAN SINGH ROAD 2ND FLOOR, KAROL BAGH NEW DELHI-110 005 UTI BANK LTD. KUNCHENJUNGA BUILDING UPPER GROUND FLOOR 18, BARAKHAMBA ROAD NEWDELHI-110001 BROKERS TO THE ISSUE All Brokers/Underwriters mentioned in this Prospectusarealso acting as Brokers to the Issue. Apart from them no other Brokers to the Issue have been appointed by the Company.
S, J
MAFATLAL FINANCE CO. LIMITED MAFATLAL HOUSE, BACKBAY RECLAMATION, BOMBAY-400 020 CO-MANAGERS BHARAT BHUSHAN SHARE & STOCK BROKERS LTD. 5-E, RANI JHANSI ROAD JHANDEWALAN EXTN. NEWDELHI-110055 NDA SECURITIES LTD. 201, ARUNACHAL BUILDING, 19, BARAKHAMBA ROAD, NEW DELHI-110001. ' HARYANA FINANCIAL CORPORATION SCO 17, 18 & 19, SECTOR 17-A CHANDIGARH-160017 LEGAL ADVISORS TO THE ISSUE J.B.DADACHANJI RAVINDER NARAIN MATHUR & CO. ADVOCATES JEEVAN VIHAR, 1ST FLOOR 3 PARLIAMNET STREET NEW DELHI 110001 COMPANY SECRETARY ANJU BALA MEDIRATTA 659, SECTOR 14, FARIDABAD
31
Lakhani
S H O E S
B. FINANCIAL INFORMATION AUDITOR'S REPORT The Board of Directors, Lakhani India Limited, Plot No. 131,Sedor-24 Faridabad Dear Sirs, We have examined the books of accounts of LAKHANI INDIA LIMITED for the five financial years ended 31 st March, 1 994 being the last date to which the accounts of Lakhani India Ltd. have been made up and audited by us and adopted by the members. We h ave also examined and found correct the statement of Accounts of the aforesaid company for the period from 1st April 1 994 to 3 1 st March 1995, prepared for the purpose of prospectus by the Company and approved by the Board of Directors of the company. In accordance with the requirements under clause B(1) of part II of schedule II to the Companies Act 1956, we report that profits are as set out below. These profits have been arrived at after making such regrouping/rearrangements as in our opinion were appropriate subject to the notes given below:PROFIT & LOSS ACCOUNT FOR THE FINANCIAL YEAR / PARTICULARS 1989-90
J
M/S J.P.Jain & Co., Auditors Plot No. 104, Sector-24, Faridabad.
1990-91
YEARS ENDED ON 1991-92 1992-93 /

i
1993-94
(Rs in Lacs) 1994-95
Income Sales Other Income Total Income Expenditure Material Consumption Mfg. & Adm & other Expenses Interest Depreciation Total Expenditure Profit before taxation Provision for Taxation Profit After taxation 67.63 45.40 50.95 51.12 169.48 310.50 771.18 380.87 28.41 25.59 1206.05 100.13 32.50 1142.44 631.14 52.33 40.27 1866.18 86.40 41.00 1331.19 757.37 80.42 57.03 2226.01 101.95 51.00 1598.45 877.19 102.43 75.94 2654.01 116.12 65.00 1519.28 947.92 147.09 49.90 2664.19 211.48 42.00 2351.89 1090.87 137.88 72.97 3653.61 450.50 140.00 1306.17 0.01 1306.18 1951.11 1.47 1952.58 2326.23 1.73 2327.96 2769.99 .14 2770.13 2868.33 7.34 2875.67 4043.98 60.13 4104.11
'
Notes 1. The depreciation has been provided on the S.L.M. basis at rates & manner specified in Schedule XIV of the Companies Act 1956.Rates of depreciation have been revised by the Company as per notification of department of Company affairs dated 16/12/93. Inventories are taken as certified by the management as to the quantity and value. The name of the company has been changed from Lakbros Shoe Co. Ltd., to Lakhani India Ltd. Necessary approval and fresh certificate of incorporation consequent on change of name has been obtained from Registrar of Companies Delhi & Haryana, vide their letter no. 21/05-12903/758 dated 12.09.94.
2. 3.
32
Lakliani
* H OJL J
BALANCE SHEET 9-90 Fixed Assets Gross Block Less Depreciation Net Block Investments Unquoted (At cost) Current Assets,Loans & advances Inventories Sundry Debtors Cash & Bank balance Loans & Advances Deferred Revenue expenditure Misc.exp. Total Liabilities Share capital Share App. Money Reserves & surplus Secured loans from bankers from others Unsecured loan Current liabilities Provision Total
(Rs in Lacs)
90-91
329.26 109.41 219.85
91-92
92-93
93-94
94-95
264.11 69.62 194.49
475.59 166.15 309.44
646.94 238.31 408.63
835.55 286.22 547.33
1278.07 333.29 944.78
4.10
4.10
4.10
4.10
4.10
221.71 180.98 0.79 74.97
287.15 220.54 22.70 117.99
260.50 357.52 1.49 75.62
432.21 354.02 0.84 181.17
1019.02 378.37 2.28 133.52 82.95
631 .25 1189.93 132.71 213.61 130.32 9.36
0.02
0.01
0.01
0.01
672.96
4.00
872.34
4.00
1008.68
^
4.00
1380.98
10.00
2167.57
10.00
3256.06 1000.00 106.33 228.72 331.99 57.59 254.24 1277.19
141.96 188.00 5.51 333.49
187.36 232.01
238.31 120.98 75.25 91.95 478.19
288.66 119.32 55.18 158.95 748.87
456.14 373.22 70.81 189.40 1068.00
448.97
672.96
872.34
1008.68
1380.98
2167.57
3256.06
Notes:- (i)The Authorised Share Capital ofthe'eompany as on 31 st March-95 is Rs. 15,00,00,000 (Rupees 15 Crores) divided into 1,50,00,000 (One Crore & Fifty Lacs) equity share of Rs.10/ each. (ii) Share capital is represented by 1,00,00,000 (one crore) equity share of Rs. 10/- issued, subscribed and fully paid up. (iii) In opinion of the management & to the best of their knowledge and belief, the value on realisation of current assets, loans and advances in the ordinary course of business will not be less than the amount at which they are stated in Balance Sheet, (iv) Secured Loan (a) from Bank of India (against stocks, Book debts, moulds & building.) (b) from Haryana Financial Corporation (against Plant & Machinery.) All the loans are further secured by the personal guarantee of the Directors, (v) Previous years figures have been regrouped/rearranged where ever necessary. DIVIDEND We report that in respect of six financial years ended 31 st March 1995 the rate and amount of dividend (subject to TO S) paid by the Company out of the profits, on paid up Capital are as under: YEAR ENDED SHARE 31.03.90 31.03.91 31.03.92 31.03.93 31.03.94 31.03.95 * On Annualised basis " Provisional YOURS FAITHFULLY For J.P.JAIN 4 CO. Plar- ; FARIDABAD Date: May 12,1995 FACE VALUE OF EQUITY NO.OF EQUITY SHARES RATE OF DIVIDEND
__ 15% 20%
AMOUNT OF DIVIDEND
10
10 10 10 10 10
40,000 40,000 40,000 1 ,00,000 1 ,00,000 1 ,00,00,000
25%
^_ 77,508* 2,00,000 87,92,000
SdA (J.P.JAIN)
33
Lakhani!
HOCK
FINANCIAL INFORMATION DETAILS OF TERM LOANS
LENDING INSTITUTION FACILITY AMOUNT (RS.LACS) OUTSTANDING ON 31.10.94
RATE OF INTEREST 17.25%
REPAYMENT SCHEDULE
SECURITY
BANK OF INDIA
2A/6 B.P.
N.I.T. FARIDABAD HARYANA BANK OF INDIA

2A/6 B.P.
TERM LOAN VIDE LETTER NO.FRB/ADV:SKH:843 DATED 01/10/1 993 TERM LOAN VIDE LETTER NO.FRB/ADV:SKH:843 DATED 01/10/1993 TERM LOAN VIDE LETTER N0.7180 DATED 4/7/91 TERM LOAN VIDE LETTER NO. 18688 DATED 15/10/91 TERM LOAN VIDE LETTER N0.63850 DATED 9/1 1/93
40.00
29.00
Rs. 1.00 lac

p.m. w.e.f
HYPOTHECATION OF MOULDS PURCHASED
Nov.93
84.40
62.40
17.25%
N.I.T. FARIDABAD HARYANA HARYANA FINANCIAL CORPN. SECTOR-17 A CHANDIGARH-160017
Rs. 2.00 lac p.m.w.e.f. Nov.93
CHARGE ON LAND& BUILDING
45.00
16.77
15.00%
Rs. 4.50 lac (Half Yearly)
HYPOTHECATION OF PLANT & MACHINERY
HARYANA FINANCIAL CORPN. SECTOR-17 A CHANDIGARH-160017
36.40
13.65
19.00%
Rs. 3.64 Lac (Half Yearly)
HYPOTHCATION OF PLANT & MACHINERY
HARYANA FINANCIAL CORPN. SECTOR-17 A CHANDIGARH-160017
43.00
39.70
20.50%
Rs. 2.20 Lac (Quarterly)
HYPOTHECATION OF PLANT & MACHINERY
WORKING CAPITAL The following working capital limits have been sanctioned by Bank of India, Faridabad, vide their letter dated 3rd Oct. 1993, No.FRBADV:SKIT:643 : Fund Based Cash Credit (Stocks) Credit (Book Debts) Inland Bills/Purchase/ DA Rs. 150 Lacs Rs. 150 Lacs Rs. 50 Lacs Rs. 350 Lacs subject to a maxi mum of Rs. 250 Lacs Non-Fund Based DP/DA Bank Guarantee
Directors must be received by the company on the basis of which the Directors will proceed to make the allotment of Equity Shares is Rs. 1111.48 lacs being 90% of the amount payable on application @ Rs 30 per share on 37,47,800 Equity Shares offered to Indian Public, and O Rs.120 per share on 92,200 equity shares reserved for Mutual Funds and Employees of the Company. The subscription of the minimum amount is assured in view of underwriting arrangements mentioned earlier in this Prospectus. In case the shares reserved for Mutual Funds and Employees are added back to the offer to Indian Public, the minimum amount on the receipt of which the Board of Directors will proceed to make allotment of Equity Shares is Rs. 1036.80 Lacs being 90 % of the amount payable on application @ Rs.30 per share on 38.40 Lacs Shares. If the company does not receive the minimum subscription of 90% of the issued amount, including devolvement of underwriters within 60 days from the date of closure of the issue, the company shall forthwith refund the entire subscription amount received. For delay beyond 78 days, from the date of opening of the issue if any, in refund of such subscription, the company shall pay interest @ 15% p.a. If there is any delay in refund of amount collected the Company & the Directors of the Company shall be jointly and severally liable to repay the amount due by way of refund with interest @ 15% p.a. forthe delayed period beyond 78 days from the date of opening of the issue. EXPENSES OF THE PRESENT ISSUE Theexpenses of the present issue in terms of this prospectus payable by the company which includes underwriting commission, brokerage, fees to the Lead Managers, Co-Managers and Advisors to the Issue, Registrars to the Issue, Auditors fees, printing, distribution, advertising and publication expenses, stamp duty, registration fees, bank charges, legal and other charges are estimated at about Rs. 410 lacs and will be met out of proceeds of the present issue. FEES PAYABLE TO THE LEAD MANAGERS TO THE ISSUE The fees payable to the Lead Managers to the Issue is Rs. 7.00 lacs to ITC CLASSIC FINANCE LTD. Rs.7.00 lacs to VLS FINANCE LTD. and Rs.7.00 Lacs to BOI FINANCE LTD.
D.P.G.
BRIDGE LOANS
Rs. 140.00 Lacs Rs. 25.00 Lacs Rs. 10.00 Lacs Rs. 175,00 Lacs
The Company has availed a bridge loan against the proposed issue from Bank of India to the extent of Rs. 12 Crores. This bridge loan has been sanctioned by Bank of India vide letter No. FRB:SKH:466 dated 30th March, 1995 and FRB:SKH:62 dated April 17,1995. Following are the terms and conditions of the sanction: i) A bridge loan of Rs. 1200 lacs against the forthcoming issue. ii) Inland/Foreign letter of credit (DP) limit of Rs. 650 lacs on single transaction basis. This bridge loan will attract an interest of 17% p.a. A personal guarantee of Mr. P. D. Lakhani & Mr. K. C. Lakhani has been extended to the bank against this loan. C. STATUTORY & OTHER INFORMATION MINIMUM SUBSCRIPTION CLAUSE The minimum subscription which in the opinion of the Board of 34
Lakhanl
FEES PAYABLE TO THE ADVISORS TO THE ISSUE AND CO MANAGERS TO THE ISSUE The fees payable to the Advisors to the Issue Mafatlal Finance Company Limited is Rs.4.00 lacs. The fees payable to the CoManagers to the Issue, Haryana Financial Corporation, NDA Securities Ltd.and Bharat Bhushan Share & Stock Brokers Ltd. is as per their letters agreeing to act as Co-Managers to the issue. FEES PAYABLE TO THE REGISTRARS TO THE ISSUE The fees payable to the Registrars to the Issue, MAS SERVICES PVT. LTD. vide their letter no. nil dated November 4,1994 will be as follows: Indian Public Per Allottee Application Per Non Allottee Application Additional per NR Application Additional per Stock invest Per Allotte Application Per Non Alottee Application Rs.4.00 Rs.3.00 Rs.4.00 Rs.3.00 Rs.5.00 REVALUATION OF ASSETS The Company has not revalued any of its assets till date. OPTION TO SUBSCRIBE
IH O I
prospectus, the Company has not issued Equity Shares at a premium or discount since incorporation. PREFERENCE SHARES/DEBENTURES The company has not issued any Preference Shares or Debentures since its incorporation. CAPITALISATION OF RESERVES Since incorporation the Company has capitalised its reserves by issue and allotment of Bonus Shares as follows : No.of Shares 35,00,000 10,00,000 Ratio
35:1 9:1
Date of Allotment 31.10.1994 30.01.1995
The above charges are subject to a minimum of Rs.1,50,000/-. The Registrars will be reimbursed all relevantout of pocket expenses such as cost of stationery, stamps etc on actual basis. UNDERWRITING COMMISSION AND BROKERAGE Underwriting commission is payable as mentioned in the respective Underwriting agreement and not exceeding 2.5% of the issue price of the Equity Shares now offered in terms of this Prospectus, to the Underwriters who have underwritten in the manner mentioned earlier in this Prospectus. Brokerage will be paid_by the Company @ 1.5% on the issue price of the Equity Shares on the basis of allotments made against applications bearing the stamp of a member of any recognised stock exchange. The brokerage at the fame rate will also be payable to the Bankers to the Issue named herein in respect of allotments made against applications procured by them, provided that the relative Application forms bear their respective stamps in the concerned column. PREVIOUS ISSUE OF THE COMPANY The company has in aggregate issued from time to time, to the Promoters and their associates 1,00,00,000 Equity Shares since its incorporation. The company has not issued any shares to general public since the date of incorporation by way of Public Issue or by way of Rights Issue, save and except that is being offered in terms of this Prospectus. COMMISSION AND BROKERAGE ON PREVIOUS ISSUES Except for the commission and brokerage payable in terms of this Prospectus, no sums have been paid ascommission or brokerage for subscribing or agreeing to subscribe to or for procuring or agreeing to procure subscription of any shares. ISSUE OF SHARES OTHERWISE THAN FOR CASH The Company has not issued any Equity Shares for consideration other than cash. The Company has issued Bonus Shares as mentioned elsewhere in this Prospectus. ISSUE AT A PREMIUM OR DISCOUNT Save and except those shares now being issued in terms of this
35
Except as stated elsewhere in this Prospectus, the company has not entered into and does not at present propose to enter into any contract or agreement whereby any option or preferential right of any kind has been or is proposed to be given to any person to subscribe for any shares of the company.
CLASS OF SHARES AND AUTHORISED CAPITAL

The authorised capital of the Company comprises only of Equity shares. The Authorised capital of the Company is Rs.15,00,00,000 divided into 1,50,00,000 Equity Shares of Rs.10 each. PURCHASE OF PROPERTY Save as stated elsewhere in this Prospectus and in respect of the property purchased or acquired or proposed to be purchased or acquired under the relevant contracts listed below under the heading 'Material Contracts', there is no property which the Company has purchased or acquired, or proposes to acquire, which is to be paid for wholly or partly out of the proceeds of the present issue or the purchase or acquisition of which has not been completed on the date of issue of this prospectus, other than the property : a. plot No. 265, Sector 24, Faridabad admeasuring 41,664 sq. yards has been purchased at a cost of Rs 139.34 lacs. This has been financed through internal accruals. thecontractforthepurchaseoracquisition whereof was entered into in the ordinary course of the Company's business, such contracts not being in contemplation of this issue nor the issue in consequence of such contract: in respect of which the amount of purchase money is not material. Except as stated elsewhere in this Prospectus, the Company has not purchased any property in which any Promoters or Directors had/ have any direct or indirect interest on any payment thereof. ACQUISITION OF RUNNING BUSINESS The Company does not propose to acquire any running business and no part of the proceeds of the present issue is to be applied directly or indirectly for any of the purposes set out in Clause B-4 of the Part II of Schedule II to the Act. INTEREST OF DIRECTORS AND PROMOTERS All the Directors are deemed to be interested to the extent of remuneration payable to them. All the Directors are also deemed to
b.
c.
Lakhani
t H O E t
be interested to the extent of reimbursement of traveling, boarding, lodging and other expenses, if any, underthe provisions of the Articles of Association of the Company. The company has entered into a Lease Agreement with Lakhani Exports forthe use of buildings owned by them. Both Mr. K.C.Lakhani & Mr. P.O.Lakhani are Promoters of Lakhani Exports. All the Directors are deemed to be interested to the extent of fees payable to them for attending the meetings of the Board orCommittee meetings thereof. All the Directors may be deemed to be interested to the extent of their respective share holding in the company and shares if any, that may be subscribed for by and allotted to them including their friends, associates, relatives, nominees and the companies in which they are members and/or directors, in the present issue. Sh. Gunjan Lakhani, Director is deemed to be interested in the appointment and renumeration payableto Sh. P.O. Lakhani, Managing Director and Sh. K. C. Lakhani, Chairman and wholetime Director being related. Sh. P.O. Lakhani, Managing Directorshall be deemed to be interested in the agreement entered with Lakhani Rubber Works for the use of Brand Name as P.D. Lakhani is a Partner in the same. MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY CALLS ON SHARES Article 16: The directors may, from time to time, by a resolution passed at a meeting of the Board (and not by a circular re solution) make such calls as they think fit upon the members in respect of all moneys unpaid on the shares held by them respectively, and not by the conditions of allotment thereof made payable at fixed times, and each member shall pay the amount of every call so made on him to the parsons and at the times and places appointed by the Board of Director. A call may be made payable by instalments. Article 19: At least thirty days' notice of every call shall be given by written notice sent to the respective registered addresses of members specifying the time and place of payment, ancjto whom such call shall be paid. Provided that the Directors may by notice in writing to the members revoke the call or extend the time for payment thereof. Article 20: If by the terms of issue of any share orotherwise, any amount is made payable at any fixed time or by installment at fixed times whether on account of the nominal amount of the shares or by way of premium, every such amount of installment shall be payable as if it were a call duly made by the Directors, and of which due notice has been given, and all the provisions herein contained in respect of calls shall relate to such amount or installment accordingly. Article 22: If the sum payable in respect of any call or installment be not paid on or before the day appointed for payment thereof or any such extensions thereof, as aforesaid, the holder for the time being of the share in respect of which the call shall have been made, or the installment shall be due, shall pay interest for the same at the rate of twelve percent per annum from the day appointed forthe payment thereof to the time of the actual payment, or at such other rate as the Directors may from time to time determine. The Directors may in theirabsolute discretion waive the payment of interest either wholly or in part under this clause generally or in the case of any particular person or persons liable to pay such calls. FORFEITURE AND LIEN Article 27: If any member fails to pay any call or installment on or before the day appointed for the payment of the same, the Board may at any time thereafter, during such time as the call or installment remains unpaid,
serve notice on such member requiring him to pay the same together with any interest that may have accrued and expenses, that may have been incurred by the Company by reasons of such non-payment. Article 28: The notice shall name aday (not being less than 30 days from the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non payment at or before the time and at the place appointed, the shares in respect of which such call was made or instalment was payable will be liable to be forfeited. Article 29: If the requisitions of any such notice as aforesaid be not complied with, any shares in respect of which such notice has been given may, at any time thereafter, before payment of all calls or installments, interest and expenses due in respect thereof, be forfeited by a resolution passed in a meeting of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture Article 30: When any share shall have been so forfeited, notice of the resolution shall be given to thememberin whose name it stood immediately prior to the forfeiture, and entry of the forfeiture, with the date thereof, shall forthwith be made in the Register, but no forfeitu re shall in any manner be invalidated by any omission or neglect to give such notice or to make such entry as aforesaid. Article 31: Any share so forfeited shall be deemed to be the property of the Company, and the Board may sell, re-allot orotherwise dispose of the same in such manner as it thinks fit. Article 32: The Board may, at any time before any share so forfeited shall have been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as it thinks fit. Article 33: A person whose share has been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwith standing, remain liable to pay and shall forthwith pay to the Company all calls, installments, interest and expenses, owing upon or in respect of such shares atthe time of forfeiture, togetherwith interestthereon, from the time of forfeiture until payment at 12 (twelve) percent per annum and the Board may enforce the payment thereof, or any part thereof without any deduction or allowance for the value of the shares at the time of forfeiture, but shall not be under any obligation to do so. Article 34: The forfeiture of a share shall involve the extinction of all interest in, and also of all claims and demands against the Company in respect of the share, and all other rights incidental to the share, except only such of those rights as by these Articles are expressly saved. Article 36: The Company shall have a first and paramount lien upon every share not being fully paid up but registered in the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof for moneys called or payable at a fixed time in respect of such share, whether the time for the payment thereof shall have actually arrived or not and no equitable interest in any share shall be created except upon the footing and condition that Article 15 hereof is to have full effect. Such lien shall extend to all dividends from time to time declared in respect of such share. Unless otherwise agreed, the registration of a transfer of share shall operate as a waiver of the Company's lien, if any, in such share
36
Lakhani
S H O E S
Article 37: For the purpose of enforcing such lien, the Board may sell the shares subject thereto in such manner as it thinks fit, but no sale shall be made until such time for payment as aforesaid shall have arrived and until notice in writing of the intention to sell shall have been served on such member, his executororadministrator or his committee, or any other legal representatives as the case may be and default shall have been made by him or them in the payment of the moneys called or payable at a fixed time in respect of such share forthirty days after the date of such notice. Article 38: The net profits of sale shall be received by the Company and applied i n or towards, pay ment of such, part of the amount in respect of which the lien exists as is presently payable, and the residue, if any, shall (subject to a lien for sums not presently payable as existed upon the share before the sale) be paid to the person entitled to the share at the date of the sale. Article 39: Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers herein before given, the Board may appoint some person to execute an instrument of transfer of the share sold and cause the purchaser's name to be entered in the Register in respect of share sold and the purchaser shall not be bound to see to the regularity of the proceedings, not to the application of the purchase money, and after his name has bean entered in the Register in respect of such share the validity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall be in damages only and against-the Company exclusively. Article 40: Where any shares under the powers in that behalf herein contained is sold by the Board and the certificate thereof has not been delivered to the Company by the former holders of such share, the Board may issue new certificate for such share distinguishing it in such manner as it may think fit from the certificate not so delivered. TRANSFER AND TRANSMISSION OF SHARES Article 41: Save as provided in Section 108 of the Act, no transfer of shares shall be registered unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee has been delivered to the Company together with the certificate or if no such certificate is in existence, the Letter of Allotment of the share. The instrument of transfer of any share shall specify the name, address and occupation (if any) of the transferee, and the transferor shall be deemed to remain the member in respect of such share until the name of transferee is entered in the Register in respect thereof. Each signature to such transfer shall be duly attested by the signature of one canditable witness who shall add his address and occupation. Article 42 : Application for the registration of the transfer of a share may be made either by the transferor or transferee provided that: Where such application is made by the transferor, no registration shall in the case of a partly paid share be effected unless the Company gives notice of the application to the transferee in the manner prescribed by Section 110 of the Act, and subject to the provisions of these Articles, the Company shall unless objection is made by the transferee within two week from the date of receipt of the notice, enter in the Register the name of the transferee in the same manner and subject to the same conditions as if the application for registration was
made by the transferee. For the purpose of this Article, notice to the transferee shall be deemed to have been given if it is dispatched by pre-paid registered post to the transferee at the address given in the instrument of transfer and shall be deemed to have been duly delivered at the time at which it would have been delivered in the ordinary course of post. Article 43: The instrument of transfer of any share shall be in writing and all provisions of section 108 of the Act and of any Statutory modification thereof for the time being shall be duly complied with in respect of all transfers of shares and the registration thereof. Article 44: Subject to the provisions of Section 111 of the Act, the Board may, within two months from the date on which the instrument of transfer was delivered to the Company, refuse to register any transfer of a share upon which the Company has a lien. Registration of a transfer shall not be refused on the ground of the transfer being either alone orjointty with any person or persons, indebted to the Company on any account whatsoever except a lien. Article 45: No allotmentortransfer shall be made toaminororperson of unsound mind. Article 46: Every instrument of transfer shall be left at the office for registration, accompanied by the certificate of the share to be transferred or, if no such certificate is in existence, by the Letter of Allotment of the share and such other evidence as the Board may require to prove the title of the transferor or his right to transfer the share. Every instrument of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Board may refuse to register shall be returned to the person depositing the same. Article 47: If the Board refuses to registerthe transfer of any share, the Company shall, within two months from the date on which the instrument of transfer was lodged with the Company, send to the transferee and the transferor notice of the refusal giving reasons for such refusal. Article 48: No fee shall be charged for the registration of each transfer. Article 49: The Company may on giving not less than twenty one days previous notice by advertisement in some newspaper circulating in the district in which the registered office of the Company is situated, close the register of members or register of debenture holders for any period or periods not exceeding In the whole forty-five days in each year, but not exceeding thirty days at any one time. Article 50: The executor or administrator of deceased member (not being one of several members registered jointly in respect of a share) shall be the only person recognised by the Company as having any title to share registered in the name of such member, and in case of the death of anyone or more of the members registered jointly in respect of any share, the survivor shall be the only person recognised by the Company as having any title to or interest in such share, but nothing herein contained shall be taken to release the estate of a deceased member from any liability on the share held by him jointly with any other person. Before recognizing any executor or administrator the Board may require him to obtain a Grant of Probate or Letters of
37
Administration or other legal representation, as the case may be, from a competent court in India, provided nevertheless that in any case where the Board in its absolute discretion thinks fit it shall be lawful for the Board to dispense with the production of Probate or letters of Administration or such other legal representation upon terms as to indemnity or otherwise as the Board, in its absolute discretion may consider adequate. Article:51 Any committee or guardian of a lunatic or minor member or any person becoming entitled to or to transfer a share in consequence of the death or bankruptcy or insolvency of any member upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or of his title as the Board thinks sufficient, may, with the consent of the Board member in respect of such share, or may, subject to the regulations as to transfer herein before contained, transfer such share. This Article is herein after referred to as 'The Transmission Article." Article:52 (1) If the person so becoming entitled under the Transmission Article shall elect to be registered as member in respect of the share himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If the person aforesaid shall elect to transfer the share, he shall testify his election by executing an instrument of transfer of the share. All the limitations restrictions and provision of these Articles relating to the right of transfer and the registration of instrument of transfer of a share shall be applicable to any such notice or transfer as aforesaid as if the death, lunacy, bankruptcy or insolvency of the member had not occurred and the notice of transfer were a transfer signed by that member.
Meeting that resolves upon the increase of capital or any subsequent general meeting, where the Directors decide to increase the capital of the Company by the issue of further shares, such shares shall be offered to the persons who, at the date of offer, are holders of the equity shares of the Company in proportions as nearly as circumstances admit to the Capital paid up on those shares at that, date and such offer shall be made by notice specifying the number of shares offered and limiting a time not being less than thirty days from the date of the offer within which the offer, if not accepted, will be deemed to have been declined; and after the expiration of such time, or receipt of an earlier intimation from the persons to whom such notice is given that he declines to accept the shares offered, the Directors may dispose of the same, in such manner as they think most beneficial to the Company, and the offer aforesaid shall be deemed to include a right exercisabte by the person concerned to renounce the shares offered te him or any of them in favour of any other person. ARTICLE: 58 In addition to and without derogating from the powers for that purpose conferred on the Directors under Article 5 the Company in General Meeting may determine that any shares (whether forming part of the original capital or of any increased capital of the Company, shall be offered in the first instance to such persons whether members or holders of debentures of the Company ornot, in such proportion to the amount of the capital held them and such terms and condition subject to compliance with the provisions of section 78 & 79 of the Act) either at a premium orat parorat adiscount, as such General Meeting shall determine, or rnake any other provisions as to the issue and allotment of the new shares, and with full power to give to any person (whether a member or holder of debentures of the Company or not) the option to call for or be allotted shares of any class of the Company either at a premium or at par, or (subject to compliance with the provisions of the Act), atadiscountand such option being exerci sable at such times and for such consideration as may be directed by such General Meeting or the Company in General Meeting may make any other provision whatsoever for the issue, allotment or disposal of any shares. ARTICLE:59 Except so far as otherwise provided by the conditions of issue or by these presents, any capital raised by the creation of new shares shall be considered part of the then existing capital of the Company and shall be subject to the provisions herein contained with reference to the payment of calls and installments, transfer and transmission forfeiture, lien and otherwise. ARTICLE:60 If, owing to any inequality in the number of new shares to be issued, and the number of shares held by members entitled to have the offer of such new share, any difficulty arising in the apportionment of such new shims or any of them amongst the members, such difficulty shall, in absence of any direction in the resolution creating the shares by the Company In general meeting be determined by the Board. ARTICLE:61 The Company may subject to Sections 100 to 105 of the Act from time to time by Special Resolution, reduce its capital and any Capital Redemption Reserve Fund or Shares Premium Account in any manner subject to any incident authorised and consent required by law. ALTERATION OF CAPITAL Article: 62 Subject to Section 94 of the Act the Company in General Meeting may :-
(2)
(3)
Article:53 A person so becoming entitled under the Transmission Article to a share by reason of the death, lunacy, bankruptcy or insolvency of the member shall, subject to the provisions of Article 99 and of either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or the moneys payable in respect of the share, until the requirements of the notice have been complied with. INCREASE AND REDUCTION OF CAPITAL ARTICLE:55 The Company in general meeting may from time to time increase the capital by the creation of new shares of such amount as may be deemed expedient. ARTICLE : 56 Subject to Sections 79,86 to 88,91 and 92 of the Act, the new shares shall be issued upon such terms and conditions, and with such rights and privileges annexed thereto as the general meeting resolving upon the creation thereof or any subsequent general meeting before the issue thereof, shall direct, and if no such direction is given, as the Directors shall determine and in particular such shares may be issued with a preferential or qualified right to dividends and in the distribution of the assets of the Company orotherwise. When capital is increased under this Article, the Directors shall comply with the provisions of Section 97 of the Act. ARTICLE : 57 Subject to the provisions of Articles 5 and 59 Section 81 and subject to any directions to the contrary that may be given by the General
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(a)
Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares. Sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the Memorandum so however, that in the sub-division the proportion between the amount paid and the amount, if any unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share derived; and
(b)
appointment of Directors and otherwise, Any debentures, or debenture-stock, issued by the Company shall be subject to the provisions of Sections 117 to 123 of the Act or of any statutory modification thereof forthe time being. Debentures with the right to conversion into or allotment of shares shall be issued only with the consent of the Company in General Meeting. ARTICLE 68: The Board of Directors shall cause proper Register to be kept in accordance with the provisions of Section 143 of the Act of all mortgages, debentures and charges specifically affecting the Property of the Company; and shall cause the requirements of Sections 118,125 and 127 to 144 of the Act in that behalf to be duly complied with. ARTICLE 69:
(c) Cancel any shares which, at the date of the passing of the resolution, hava not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of shares so cancelled. Article 63: Subject to the provisions of Sections 100 to 105 of the Act, the Board may accept from any member the surrender on such terms and conditions as shall be agreed of all or any of his shares. MODIFICATION OF RIGHTS Article 64 Whenever the capital (by reason of the issue of Preference shares or otherwise) is divided into different classes of shares, all or any of the rights and privileges attached to each class may, subject to the provisions of Sections 106 and 107 of the Act, bemodified, commuted, affected, abrogated, varied or dealt with by agreement between the Company and any person purporting to contract on behalf of that class, provided such agreement is (a) consented to in writing by the holders of at least three-fourths of the issued shares of that class or (b) sanctioned by a special resolution passed at a separate meeting of the holders of shares of that class and all the provisions hereinafter contained as to general meeting shall, mutatis mutandis, apply to every such meetings. This Article is not by implication to curtail the power of modification which the Company would have if this Article were omitted. The Company shall comply with the provisions of Section 192 of the Act as to forwarding a copy of any such agreement or resolution to the Registrar. BORROWING POWERS
If any uncalled Capital of the Company is included in or charged by any mortgage or other security. The Board of Directors may, subject to the provisions of the Act and these Articles, make calls on the members in respect of such uncalled capital in trust for the person in whose favour such mortgage or security is executed. ARTICLE 70: If the Directors or any of them or any other persons shall become personally liable forthe payment of any sum primarily due from the Company, the Directors may execute or cause to be executed any mortgage, charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Directors or persons so becoming liable, as aforesaid, from any loss in respect of such liability. ARTICLE 71: Save as provided in Section 108 of the Act, no transfer of debenture shall be registered unless a proper instrument of transfer duly stamped and executed by the transferor and transferee has been delivered to the Company together with the certificate or certificates of debentures. Article 72: If the Board refuses to register the transfer of any debentures the Company shall, within two months from the date on which the instrument of transfer was lodged with the Company, send to the transferee and to the transferor notice of the refusal giving reasons for such refusal. VOTES OF MEMBERS Article 97: (a) Save asherelnafterprovided, on a show of hands every member present in person and being a member present in person and being a member registered in respect of Equity Shares shall have one vote, and every person present either as general proxy (as defined in Article 101) on behalf of a member registered in respect of Equity Shares if he is not entitled to vote In his own right, or as duly authorised representative of a body corporate being a member registered in respect of Equity Shares, shall have one vote. (b) Save as hereinafter provided, on a poll the voting rights of a member registered in respect of Equity Shares shall be as specified in Section 87 of the Act. Provided that no Company or body corporate shall vote by proxy so long as a resolution of Its Board of Directors under the provisions of Section 187 of the Act is in force and the representative named in such resolution is present at the general meeting at which the vote by proxy is
tendered.
Article 65: The Board may, from time to time and at its discretion, subject to the provisions of Section 58A, 292 and 293 and 370 of the Act, raise or borrow from the Directors or from elsewhere and secure the payment of any sum or sums of money so borrowed for the purpose of the Company, provided that the Board shall not, without the sanction of the Company in general meeting, borrow any sum of money which together with moneys already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) would exceed the aggregate for the time being of the paid up capital of the Company and its free reserves, that is to say, reserves not set aside for any specific purpose. Article 66: The Board may subject to Section 293 raise or secure trie repayment of such sum in such manner and upon such terms and conditions in all respects as it thinks fit, and in particular, by the issue of bonds, perpetual or redeemable, debentures or debenture stock or any Mortgage, orother security on the undertaking of the whole orany part of the property of the Company (both present and future), including ita uncalled capital for the time being. Article 67: Any debentures, debenture-stock, bonds or otwr securities may be issued at discount, premium or otherwise and with any special privilege, as to redemption, surrender, drawings allotment of shares
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(c) Subject to any rights or restrictions for the time being attached to any class of shares, on a show of hands every member, including a body corporate, represented by a duly authorised person in accordance with Section 187ofthe Act, and a member represented by a General proxy as defined in Article 83 shall have one vote. On a poll the voting right of every member or representative shall be as laid down in Section 87 of the Act. Article 98: Where a Company or a body corporate (hereinafter called "member Company") is a memberof the Company, a person, duly appointed by Resolution in accordance with the provisions of Section 187 of the Act to represent such member Company at a meeting of the Company, shall not, by reason of such appointment be deemad to be a proxy, and the production at a meeting of a copy of such resolution duly signed by one Director of such member Company and by its Managing Agents (if any) and certified by him or them as being a true copy of the resolution shall, on production at the meeting, be accepted by the Company as sufficient evidence of the validity of his appointment, such a person shall be entitled to exercise the same rights and powers, including the rights to vote by proxy on behalf of the member Company which he represents, as that member Company could exercise. Article 99: Any person entitled under the Transmission Article to transfer any shares may vote, at any general meeting in respect thereof in th. same manner as if he were the member registered in respect of such shares, provided that forty-eight hours at least before the time of holding the meeting or adjourned meeting, as the case may be at which he proposes to vote he shall satisfy fie Board of his right to transfersuch shares, unless the Board shall have previously admitted his right to vote at such meeting in respect thereof. If any member be lunatic, idiot or incompetent he may vote whetheron a show of hands or at a poll by his committee, curator, bonis or other legal curator and such last mentioned persons may give their votes by proxy. Article 100: Where there are members registered jointly in respect of any shares any one of such persons may vote at any meeting either personally or by proxy in respect of such shares as if he were solely entitled thereof; and if more than one of such members be presented at any meeting either personally or by proxy, that one of the said members so present whose name stands first on the Register in respect of such share alone shall be entitled to vote in respect thereof. Several executors or administrators of deceased member in whose name the share is registered shall for the purposes of this Article be deemed to be members registered jointly in respect thereof. Article 101: On a poll, votes may be given either personally or by proxy or in the case of a body corporate, by a representative duly authorised as aforesaid. Article 102: The instrument appointing a proxy shall be in writing under the hand of the appointer or of his Attorney duly authorised in writing or if such appointer is a body corporate be under its common seal or the hand of its Officer or Attorney duly authorised. A proxy who is appointed for a specified meeting only shall be called a Special Proxy and other proxy shall be called a General Proxy. Article 103: A person may be appointed a proxy though he is not a member of the Company and every notice convening a meeting of the Company
shall state this and that a member entitled to attend and vote at the meeting isentitled to appoint a proxy to attend and vote instead of him. Article 104: The instrument appointing a proxy and Power of Attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority, shall be deposited at the office not less than forty-eight hours before the time for holding the meeting at which the person named in the instrument purports to vote in respect thereof and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution except at an adjourned meeting in cases where the meeting was originally held with in twelve months from the date. Article 105: A vote given in accordance with the terms of an instrument appointing a proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument or death or insanity of the principal, or revocation of the instrument or transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, insanity, revocation or transfer of the share shall have been received by the Company at its office before the vote is given. Provided nevertheless that the Chairman of any meeting shall be entitled to require such evidence as he may in his discretion think fit of the due execution of an instrument of proxy and that the same has not been revoked. Article 107: Every member entitled to vote a meeting of the Company according to the provisions of Articles 97 and 108 hereof, or on any resolution to be moved thereat, shall be entitled during the period beginning twenty-four hours before the time fixed for the commencement of the meeting and ending with the conclusion of meeting, to inspect the proxies lodged, at any time during the business hours of the Company, provided not less than three day's notice in writing of the intention so to inspect is given to the Company. Article 108: No member shall be entitled to exercise any voting rights either personally or by proxy at any meeting of the Company in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or i n regard to which the Company has, and has exercised any right of lien. Article 109: (1) Any objection as to the admission or rejection of a vote ejtheron a show of hands, or, on a poll made in due time, shall be referred to the Chairman who shall forthwith determine the same, and such determination made in good faith shall be final and conclusive. No objection shall be raised to the qualification of any vote except at the meeting or adjourned meeting at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes.
(2)
DIRECTORS Article 110: Until otherwise determined by a General Meeting and subject to Section 252 of the Act, the number of directors shall not be less than three or more than eleven excluding any Debentures Directors.
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Articles 111: Subject to the provisions of Sections 261,262,280 and 284 (6) of the Act, the Board of Directors shall have power, at any time, and from time to time, to fill a casual vacancy occurring on account of the oirfice of any Director appointed by the Company in general meeting being vacated before his term of office would expire in the normal course. Any person appointed to fill a casual vacancy, as aforesaid, shall hold office only up to the date up to which the Director in whose place he is appointed would have held office if it had not been vacated as aforesaid. Article 112: Subject to the provisions of Section 260 of the Act, the Board shall have power at any time, and from time to time, to appoint a person as an additional director who shall hold office until the next following Annual General Meeting. Such person may be required to hold qualification shares as provided in Article 116 or may be exempted from holding any such qualification shares as the Board may decide. Such person shall however be eligible for appointment by the company at the next following Annual General Meeting as director after the meeting has (if necessary) increased the number of Directors. Article 113: Notwithstanding anything to the contrary contained in these Articles, so long as any moneys remain owing by the Company to the Industrial Development Bank of India (IDBI), Industrial Finance Corporation of India (IFCI), The Industrial Credit and Investment Corporation of India Limited (ICICI), Life Insurance Corporation of India (LIC), Unit Trust of India (DTI), State Industrial Development Corporation Limited (SI DC) and State Financial Corporation (SFC) or to any other Finance Corporation or Credit Corporation orto any other Financing Company or body or any Bank out of any loans gran ted by them to the Company or so long as IDBI, IFCI, ICICI, LIC, UTI, SIDC, SFC or any other Financing corporation or Credit Corporation or any other Financing Company or Body or any Bank (each of which IDBI, IFCI, ICICI, LIC, UTI, SIDC, SFC, or any other Financing Company or Body or any Bank is hereinafter in this Article referred to as "the Corporation") continue to hold debentures in the Company by direct subscription or private placement, or so long as the Corporation holds shares in the Company as a result of underwriting or direct subscription or private placement, or so long as the Corporation holds shares in the Company as a result of underwriting ordirect subscription or so longas any liability of the Company arising out of guarantee furnished by the Corporation on behalf of the Company remains outstanding, the Corporation shall have a right to appoint from time to time any person or persons as a Director or Directors, whole time or non- whole-time, (which Director or Directors is/are hereinafter referred to as "Nominee Director/s") on the Board of the Company and to remove from such office any person or persons so appointed and to appoint any person or persons in his or their place/s. The Board of Directorsof the Company shall have nopowerto remove from office the Nominee Director/s. At the option of the Corporation such Nominee Director/s shall not be required to hold any share qualification in the Company. Also at the option of the Corporation, such Nominee Director/s shall not be liable to retirement by rotation of directors. Subject as aforesaid, nominee Director/s shall be entitled to the same rights and privileges and be subject to the same obligations as any other Director of the Company. The Nominee Director/s so appointed shall hold the said office only so long as any moneys remain owing by the Company to the Corporation or so long as the Corporation holds debentures in the Company as a result of direct subscription or private placement or so long as the Corporation holds shares in the Company as a result of underwriting or direct subscription or the liability of the Company arising out of any Guarantee is outstanding and the Nominee Director/s so appointed in exercise of the said power shall ipso facto vacate such office immediately the moneys owing by the Company to the 41
Corporation is paid off or on the Corporation ceasing to hold Debentures/Shares in the Company or on the satisfaction of the liability of the Company arising out of any Guarantee furnished by the Corporation. The Nominee Director/s appointed under this Article shall be entitled to receive all notices of and attend all General Meetings, Board Meetings and of the Meetings of the Committee of which the Nominee Director/s is/are member/s as also the minutes of such meetings. The Corporation shall also be entitled to receive all such notices and minutes. The Company shall pay to the Nominee Director/s sitting fees and expenses which the other Directors of the Company are entitled, but if any other fees, commission, moneys or remuneration in any form is payable to the Directors of the Company, the fees, commission, moneys and remuneration in relation to such Nominee Director/s shall accrue to the corporation and same shall accordingly paid by the Company directly to the Corporation. Any expenses that may be incurred by the corporation or such Nominee Director/sin connection with theirappointmentor Directorship shall also be paid or reimbursed by the Company to the corporation or as the case may be to such Nominee Director/s is an office of the corporation the sitting fees, in relation to such Nominee Director/s shall also accrue to the corporation and the same shall accordingly be paid by the Company directly to the corporation. Provided also that in the event of the Nominee Director/s being appointed as whole-time director/s such Nominee Director/s shall exercise such powers and duties as may be approved by the corporation and have such rights as are usually exercised or available to a whole- time Director, in the management of the affairs of the Borrower. Such Nominee Director/s shall be entitled to receive such remuneration, fees.commission and moneys as may be approved by the corporation. Article 114: Any trust deed securing and covering the issue of Debentures of the Company may provide for the appointment of a Director (in these presents referred to as "the Debenture Director") for and on behalf of the debenture holders for such period as in therein provided, not exceeding the period for which the debentures or any of them shall remain outstanding and from the removal from office of such Debenture Director and on a vacancy being caused whether by resignation, death, removal or otherwise, for appointment of a Debenture director in the vacant place. The Debenture Director shall not be liable to retire by rotation or be removed from office except as herein provided. The Debenture Director shall not be bound to hold any qualification shares. Article 115: Subject to the provisions of Sec. 270 of the Act, the qualification of a Director (other than the ex-officio Director, Debenture Director, Special Director, Alternate Director, Creditor Director and a director appointed in terms of any foreign collaboration) such be the holding of shares in the Company of the aggregate nominal Value of Rs. 5000/ -. A Director may act before acquiring his qualification, but in any case shall acquire the same within 2 months after his appointment. Article 116: The remuneration payable to the Director of the Company shall be subject to the provisions of Sections 198,309,310,311 and all other applicable provisions of the Act. The remuneration of each Director, for his services for each meeting of the Board or Committee of the Board attended by him, shall be such sum as may be determined by the Board from time to time within the limit as may be prescribed under law from time to time.
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Article 117:
Any Director be called upon to perform extra services or make any special exertions or efforts (which expressions shall include work done by a Director as a member of any committee formed by the Directors) the Board may arrange with such director for such special remuneration for such extra services or special exertions or efforts, either by a fixed sum or a percentage of profits or otherwise as may be determined by the Board and such remuneration may be either in addition to, or in substitution for his remuneration as above provided. Article 118: The Board of Directors may allow and pay to any Director,who is not a bonafide resident of the place where meetings of the Board or of General body are held and who shall come to the place for the purpose of attending a meeting, such sum as the Board may consider fair compensation for his traveling, boarding, lodging, and other expenses, in addition to his fee for attending such meeting as above specified, and if any Director shall go or reside out of his usual place of resident for the company's business, he shall be entitled to be paid and reimbursed any traveling or other expenses incurred in connection with the business of the Company. Article 119: The continuing Director may act notwithstanding any vacancy in their body, but so that if the number falls below the minimum above fixed, the Board shall not,except for the purpose of filling vacancies, act so long as the number is below the minimum. Article 120: The office of a Director shall ipso facto be vacated in pursuance of Section 283 of the Act. the office of a Director shall ipso- facto become vacant if:(i) (ii) he resigns his office by notice in writing to the Company. An office or place of profit under the company or under any subsidiary of the Company is held in contravention of sec 314 of the act and by operation of that'section, he is deemed to have vacated that office.
as such remuneration is over and above the remuneration to which he is entitled as a Director of such subsidiary) except that of a managing director, managing agents, secretaries and treasurers, manager, legal or technical adviser, banker or trustee for the holders of debentures. Article 123: A Director of this Company may be or become a Director of any other Company promoted by this Director or in which may be interested as a vendor, shareholder or otherwise and no such Director shall be accountable for any benefit received as a Director or member of such Company. Article 124: Subject to the provisions of Sec.297 of the Act a Di rector neither shall be disqualified from contracting with the Company either as vendor, purchases or otherwise for goods, materials or services or for underwriting the subscription of any shares in or debentures of the Company nor shall any such contract or arrangement entered into by or on behalf of the Company with a relative of such Director, or a firm in which such Director or relative is a partner or with any other partner in such firm or with a private Company of which such Director is a member or director be avoided nor shall any Director so contracting or being such member of so interested be liable to account to the company or by profit realised by any such contract or arrangement by reason of such Director holding office or of the fiduciary relation thereby. Article 125: Every Director who is in any way whether directly or indirectly, concerned or interested in a contract or arrangement, entered into or to be entered into, by or on behalf of the Company shall disclose the nature of his concern or interest at a meeting of the Board as required by section 299 of the Act. A general notice, renewable in the last month of each financial year of the Company, that a Director is a Director or a member of any specified body corporate or is a member of any specified firm and is to be regarded as concerned or interested in any subsequent contract or arrangement with that body corporate or firm shall be sufficient disclosure of concern or interest in relation to any contract or arrangement so made and, after such general notice, it shall not be necessary to give special notice relating to any particular contract or arrangement with such body corporate or firm, provided such general notice is given at a meeting of the Board or the Director concerned takes reasonable steps to secu re that it is brought up and read at the first meeting of the Board after it is given. Article 126: No Director shall, as a Director, take any part in the discussion of, or vote on any contract or arrangement in which he is in any way, whether directly or indirectly concerned or interested, nor shall his presence count for the purpose of forming a quorum at the time of such discussion or vote. This prohibition shall not apply to (a) any contract of indemnity against any loss which the Directors or any of them may suffer by reason of becoming or being sureties or a surety for the company or (b) any contract or arrangement entered into or to be entered into by the Company with a public company, or with a private company which is subsidiary of a public company in which the interest of the Director consists solely in his being a director of such company and the holder of not more than shares of such number or value therein as is requisite to qualify him for appointment as a Director thereof, he having been nominated as such director by the Company. This article is subject to the provisions of Section 300 (2) of the Act. Article 127: The Company shall keep a Register in accordance with Section 301 of the Act and shall enter therein such of the particulars as may be
Article 121: (a) Every Director (including a person deemed to be a Director by virtue of the explanation to sub-section (1) of section 303 the Act), Managing Director, Manager or Secretary of the Company shall, within 20 days of his appointment to any of the above office m any other body corporate, disclose to the Company the particulars relating to his office in the other body corporate which a re required to be specified under sub section (2) of Section 303 of the Act. Every Director and every person deemed to be a Director of the Company by virtue of sub-section (10) of Section 307 of the Act, shall give notice to the Company of such matter relating to himself as may be necessary for the purpose of enabling the Company to comply with provisions of that Section.
(b)
Article 122: No Director, no partner or relative of a Director, no firm in which a director or his relative is a partner, no private company of which a Director is a Director or member and no director, managing agent, secretaries and treasurers or manager of such a private Company shall without the previous consent of the Company accorded by Special Resolution, hold any office or place of profit under the Company or under any subsidiary of the Company (unless the remuneration received from such subsidiary in respect of such office or place is paid over to the Company or its holding company in so far
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Lakhani
S H O E S
relevant having regard to the application thereto of Section 297 and Section 299 of the Act, as the case may be. The Register aforesaid shall also specify, in relation to each Director of the Company, the names of the bodies corporate and firms of which notice has been given by him under Article 126 thereof. The Register shall be kept at the registered office of the Company and shall be open to inspection at such office and extracts may be taken therefrom and copies thereof may be required by any member of the Company to the same extent, in the same manner, and on payment of the same fee as in the case of Register of Members of the Company and the provisions of Section 163 of the Act shall apply accordingly. Article 128: Whenever the Company enters into a contract for the appointment of a Manager or Managing Director or Managing Agent of the Company in which contract any Directorof the Company is directly or indirectly, concerned or interested or varies any such existing contract, the Company (in accordance with Section 302 of the Act) shall within 21 days from the date of entering into the contract or the varying of such contract send an abstract of the terms of such contract or variation, as the case may be, together with a memorandum clearly indicating the nature of the interest of the Director in such contract, or in such variation, to every member of the Company, and the contract shall be open to the inspection of any member at the office and in this connection all the other provisions of Section 302 of the Act shall be duly complied with. TERMS OF APPOINTMENT OF DIRECTORS APPOINTMENT OF CHAIRMAN The General Body Meeting held on 30th Nov. 1994 has appointed Mr. Kishan Chand Lakhani as the Chairman. He has also been appointed whole time Director of the Company for a period of Five years with effect from 1st December, 1994 to 30th November, 1999 on the following terms and conditions and perquisites and subject to the ceiling limits laid down in Schedule XIII of the Companies Act, 1956: i) ii) Salary
t
v)
Personal accident insurance premium up to Rs.5,000/- per annum. Fees of Clubs maximum up to 2 Clubs as determined by the Board.
vi)
Minimum Remuneration: Notwithstanding anything to the contrary herein contained, where, in any financial year during the currency of the tenure of the Chairman cum-whole time Director, Mr. K.C. Lakhani, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Salary and perquisites as specified above. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised further to increase, augment, vary and/or modify the remuneration payable and the benefits and amenities provided to Mr. K.C. Lakhani including the monetary value thereof, up to the limits prescribed in that behalf under or pursuant to the Companies Act 1956, or any statutory amendment, modification, or re-enactment thereof from time to time in force and/orthe Guidelines for Managerial Remuneration issued by the Central Government from time to time from the date such statutory amendments, modification, re-enactment and/or the guidelines come into force. APPOINTMENT OF MANAGING DIRECTOR The General Body Meeting held on 30th Nov. 1994 has appointed Mr. Parmeshwar Dayal Lakhani as the Managing Director of the Company for a period of Five years with effect from 1 st December, 1994 to 30th November, 1999 on the following terms and conditions and perquisites and subject to the ceiling limits laid down in Schedule XIII of the Companies Act, 1956: i) ii) Salary . : : Rs 25,0007- P.M.
Rent Free accommodation Housing I
: ;
Rs. 25.000/-P.M.
Rent Free accommodation Housing I
The expenditure by the Company on hi ring furnished accommodation will be subject to the ceiling of sixty percent of the Salary, over and above ten percent payable by the Managing Director. Housing II In case accommodation is owned by Company, ten percent of Salary of Managing Director shall be deducted by the Company. Housing III In case no accommodation is provided by the Company, the Managing Director shall be entitled to a house rent allowance subject to the ceiling laid down in Housing I. Medical reimbursement: Actual expenses incurred including hospitalisation in Indiaorabroad for self, wife and dependents. Subject to maximum One month Salary in each year to any place within India & return for self & family.
The expenditure by the Company on hiring furnished accommodation will be subject to the ceiling of sixty percent of the Salary, over and above ten percent payable by the Chairman cumwhole time Director. Housing II In case accommodation is owned by Company, ten percent of Salary of Chairman cum-whole time Director shall be deducted by the Company. Housing III In case no accommodation is provided by the Company, the Chairman-cum-whole time Director shall be entitled to a house rent allowance subject to the ceiling laid down in Housing I. iv)
L.T.A.:
v)
ii) Medical reimbursement: Actual expenses incurred including hospitalisation in Indiaor abroad for self, wife and dependents. Subject to maximum One month Salary in each year to any place within India & return self & family.
Personal accident insurance premium up to Rs. 5,000/- per annum.
vi) Fees of Clubs maximum up to 2 Clubs as determined by the Board.

Minimum Remuneration: Notwithstanding anything to the contrary herein contained, where, in any financial year during the currency of the tenure of the Managing
iv)
L.T.A. :
43
akhani
Director, Mr. P.O. Lakhani, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Salary and perquisites as specified above. POWERS OF BOARD Article 150: In accordance with Section 292 and subject to the restrictions laid in Section 293 and other provisions of the Act, the control of the Company shall be vested in the Board who shall be entitled to exercise all such powers, and to do all such acts and things as the Company is authorised to exercise and do, PROVIDED thatthe Board shall not exercise any power or do any act or thing which is directed or required, whether by the Act or any other statute or by the Memorandum of the Company or by these Articles or otherwise to be exercised or done by the Company in general meeting. Provided further that in exercising any auch power or doing any such act or thing, the Board shall be subject to the provisions in that behalf contained in the Act or any other statute or in the Memorandum of the Company or in these Articles, or in any regulations not inconsistent therewith and duly made thereunder, including regulations made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made. Article 151 Without prejudice to the general powers conferred by the last preceding A rticle and so as not in any way to limit or restrict those powers, and without prejudice to the other powers conferred by these Articles, but subject to the restrictions contained in the last preceding Article, it is hereby declared that the Directors shall have the following powers; that is to say : (1) To pay and charge to the capital account of the Company any commission or interest lawfully payable thereat under the provisions of Section 76 and 208 of the Act. Subject to Sections 293,297 and 360 of the Act to purchase or otherwise acquire for the Company any property, rights or privileges which the Company te authorised to acquire, at or for such price or consideration and generally on such terms and conditions as they may think fit and in any such purchase orother acquisition to accept such title as the Directors may believe or may be advised to be reasonably satisfactory. At their discretion and subject to the provisions of the Act to pay for any property, rights or privileges acquired by or services rendered to the Company, either wholly or partially, in cash or in shares, bonds, debentures, mortgages orother securities of the Company, and any such shares may be issued either as fully paid or with such amount credited as paid up thereon as may be agreed upon and any such bonds, debentures, mortgages or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled calls or not so charged. To secure the fulfillment of any contracts, agreements or engagements into by the Company by mortgage or charge of all or any of the property of the Company and its uncalled capital, for the time being, or in such manner as they may think fit. To accept from any member, so faras may be permissible bylaw a surrender of his shares or any part thereof, on such terms and conditions as shall be agreed. as may be required in relation to any such trust, and to provide for the remuneration of such trustee or trustees. (7) To institute, conduct, defend, compound or abandon any legal . proceedings by or against the Company or its officers, or otherwise concerning the affairs of the Company and also to compound and allow time for payment or satisfaction of any Company, and to refer any claims or demands by or against the Company or any differences to arbitration, and to observe and perform any awards made thereon. (8) To act on behalf of the Company in all matters relating to bankruptcy and insolvency. (9) To make and give receipts, releases and other discharges for money payable to the Company and for the claims and demands of the Company. (10) Subject to the provisions of Sections 77,292,293 (2), 295,369,370 and 372 of the Act, to invest and deal with any moneys of the Company not immediately required for the purposes thereof, upon such security (not being shares of this Company), or without security, and in such manner as they may think fit and from time to time to vary or release such investment. Save as provided in Section 49 of the Act, all investments shall be made and held in the Company's own name. (11) To execute in the name and on behalf of the Company in favour ofanyDirectororotherpersonwhomayincurorbeabouttoincur any personal liability whether as principal or surety, for the benefit of the Company, such mortgages of the Company's property (present and future as they think fit and any such .mortgage may contain a power of sale and such other powers, provisions, covenants and agreements) as shall be agreed upon. (12) To determine from time to time who shall be entitled to sign, on the Company's behalf, bills, notes, receipts, acceptances, en" dorsements, cheques, dividend warrants, releases, contracts and documents, and to give the necessary authority for such purpose. (13) To distribute by way of bonus among the staff of the Company a share in the profits of the Company, and to give to any officer orother person employed by the Company a commission on the profits of any particular business or transaction and to charge such bonus or commission as part of the working expenses of the Company. (14) To provide for the welfare of Directors or Ex-Directors or the employees or ex-employees of the Company and the wives, widows and families or the dependents or connections of such persons, by building or contributing to the building or houses, dwellings or chawls or by grants of money, pensions, gratuities, allowances, bonus or other payments or by creating and from time to time subscribing or contributing to provident fund and other associations, institutions, funds or trusts and by providing or subscribing or contributing towards places of instructions and recreation, hospitals and dispensaries, medical and other attendance and other assistance as the Board of Directors shall think fit end to subscribe or contribute or otherwise assist or to guarantee money to charitable, benevolent, religious, scientific, political, national orotherinstitutions or objects which shall have any moral orotherclalm to support oraid by the Company, either by reason of locality of operation, or of public and general utility or otherwise. (15) Before recommending any dividend, to set aside, out of the profits of the Company such sums as reserves and/or funds as they may think proper for depreciation or Insurance or General Reserve or sinking fund or any special fund or reserve to meet contingencies or to repay debentures or debenture stock, or for special dividends or for equalising dividend or for repairing,
(2)
(3)
(4)
(5)
(6) To appoint any person or persons (whether incorporated or not) to accept and hold in trust for the Company any property belonging to the Company or in which it is interested, or for any other purposes and to execute end do ell such deeds end things
44
Lakhani
S H O E S
improving, extending and maintaining any of the properties of the Company, and for such other purposes (including the purposes referred to in the preceding clause), as the Board of Directors may, in that absolute discretion, think conducive to the interest of the Company and subject to the Section 292 of the Act, invest the several sums so set aside or so much thereof as required to be invested, upon such investments (other than shares of the Company) as they may think fit, and from time to time to deal with and vary such investments and dispose of and apply and expend, all or any part thereof, for the benefit of the Company, in such manner and for such purposes as the Board of Directors, in their absolute discretion, think conductive to the interest of the Company, notwithstanding that the matters to which the Board of Directors apply or upon which they expend the same, or any part thereof, may be matters to or upon which the capital moneys of the Company might rightly be applied or expended, and to divide the Reserve Fund into such special funds as the Board of Directors may think fit and to employ the assets constituting all or any of the above funds, including the Depreciation Fund, in the business of the Company or in the purchase or repayment of debentures or debenture stock and that without being bound to keep the same separate from the other assets, and without being bound to pay interest on the same, with power however to the Board of Directors, at their discretion, to pay or allow to the credit of such funds interest at such rate as the Board of Directors may think proper, not exceeding nine percent per annum. (16) From time to time, to make vary and repeal bye-laws tor the regulation of the business of the Company, its Officers and Servants. (17) To appoint, and at their discretion remove or suspend such managers, secretaries, officers, assistants, supervisors, clerks, agents and servants tor permanent, temporary or special services as they may, from time to time, think fit and to determine their powers and duties, and fix their salaries emoluments or remuneration and to require Security in such instances and to such amount as they may think fit. And also without prejudice as aforesaid, from time to time to provide for the management and transaction of the affairs of the Company in any specified locality in India or elsewhere in such manner as they think fit and the provisions contained in three next following sub-clauses shall be without prejudice to the general powers conferred by this subclause. (18) To Comply with the requirements of any local law which in their opinion it shall in the interests of the Company be necessary or expedient to comply with. (19) From time to time and at any time, to establish any Advisory, Management or Local Boards, for managing, supervising and conducting any of the affairs, of the Company in any specifies locality in India or elsewhere and to appoint any persons to be members of such Boards or any managers or agents and to fix their remuneration and/or to reimburse them for actual expenses incurred in the performance of their duties. (20) Subject to the Section 292 of the Act, from time to time, and at any time to delegate to any person so appointed any of the powers, authorities and discretions from the time being vested in the Board of Directors other than their power to make calls or loans or to borrow money and to authorise the members, for the time being, of any such Local Board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation may be made on such terms, and subject to such conditions as the Board of Directors may think fit and the Board of Directors may at any time remove any person so appointed, and may annual or vary any such delegation.
(21) At any time and from time to time by Po we r of Attorney under the Seal of the Company, to appoint any parson or persons to be the Attorney or Attorneys of the Company, for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board of Directors under these presents and excluding the power to make calls and excluding also, except in theirlimits authorised by the Board, the power to make loans and borrow moneys) and for such period and subject to such conditions as the Board of Directors may; from time to time, think fit and any such appointment may (if the Board of Directors think fit) be made in favour of the members or any of the members of any Local Board established as aforesaid or in favour of any Company, or the shareholders, directors, nominees or managers of any Company or firm or otherwise in favour of any fluctuating body of persons, whether nominated directly or indirectly by the Board of Directors and any such Power of Attorney may contain such powers for the protection or convenience of persons dealing with such Attorneys as the Board of Directors may tink fit and may contain powers enabling any such DelegatesorAttomeys as aforesaid to sub-delegate all or any of the powers, authorities and discretions for the time being vested n them. (22) Subject to sections 294,297 and 299 of the Act, for or in relation to any of the matte rsaforesaidorotherwiseforthe purpose of the Company to enter into all such negotiations and contracts and rescind and vary all such negotiations and contracts and rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and on behalf, of the Company as they may consider expedient for or in relation to, any of the matters aforesaid orotherwise for the pu rposes of the Company. DIVIDENDS Article 170: Subject to the rights of members entitled to shares ('if any) the profits of the Company which it shall from time to time be determined to divide in respect of any year or other period shall be applied in the payment of a dividend on the Equity Shares of the Company but so that in pursuance of Section 93 of the act a partly paid up share shall only entitle the member in respect thereof to such a proportion of the distribution upon a fully paid up share as the amount paid thereon bears to the nominal amount of such share. Where capital is paid up in advance of calls, such capital shall not rank for dividend or confer a right to participate in profits. Article 171: The Company in general meeting may subject to the provisions of Section 205 (2A) of the Act, and the Rules made thereunderfrom time to time, or any other law in force declare a dividend to be paid to the members according to their rights and intere sts in the profits and may, subject to the provision of Section 207 of the Act, fix the time for 'payment. Article 172: No higher dividend shall be declared than is recommended by the Board, but the Company in general meeting may declare a smaller dividend. Article 173: Subject to Section 205 of the Act no dividend shall be payable except out of the profits of the Company or out of moneys provided by the Central or a State Government for the payment of the dividend in pursuance of any guarantee given by such Government and no dividend shall carry interest against the Company.
45
Article 174: Unpaid Dividend shall be transferred to Special Dividend Account as provided in Section 205 A and payment of amount claimed out of unpaid dividend shall be regulated as provided in Section 205 A and 205 3.
Article 184: No. dividend shall be paid in respect of any shares except to the member registered in respect of such share or to his order or to his bankers but nothing contained in this Article shall be deemed to require the bankers of a memberto make a separate application to the Company for the payment of the dividend. Article 185:
Article U5-.
Th e declaration of the Board as to (he amount of the net profits of (he Company shall be conclusive. Article 176: The Board may, from time to time, pay to the members such interim dividends as appear to the Board to be justified by the profits of the Company. Article 177: The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the Company on account of calls orotherwise in relation to the shares of the Company. Article 178: Any general meeting declaring a dividend may make a call on the mem bers of such amount as the meeting fixes, but so that the call on each member shall not exceed (he dividend payable to him, and so that the call be made payable at the same time as the dividend and the dividend may, if so arranged between the Company and (he member, be set off against the call. Article 179: The Company shall pay dividends in proportion to the amount paid up or credited as paid up on each share, where larger amount is paid up orcredited as paid up on some shares than on others, but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank accordingly. Article 180: ' Any one of several persons who are members registered jointly in respect of any share may give effectual receipts for all dividends, bonuses and other payments in respect of such share. Article 186: Notice of any drvidend, whether interim or otherwise, shall be given to the person entitled to share therein in the manner hereinafter provided. Article 187: Unless otherwise directed in accordancewilh Section 206 of the Act, any dividend, interest or other moneys payable in cash in respect of a share may be paid by cheque or warrant sent th rough the post to the registered address of the member or in the case of members registered jointly to the registered address of the first named in the Register or to such person and such address as the member or members, as the case may be, may direct; and every cheque or warrant so sent shall be made payable to the other or the person to whom it is sent. Article 188: Any drvidend unclaimed for three years afterhaving been transferred to Special Dividend Account as per Section 205 A (1), shall be transferred to the General Revenue Account of the Central Govt. and the same will be regulated as provided in Section 205 A. The Company will not forfeit unclaimed dividends before the claim becomes barred by law and that such forfeiture, when effected, will annulled in appropriate cases. Article 189: The Directors may pay interest on capital raised for the construction of works or buildings or the provision of any plant which cannot be made profitable for a lengthy period, when and in so far as they shall be authorised so by and in accordance with Section 208 of the Act. WINDING UP Article 181: No member shall be entitled to receive payment of any interest or dividend in respect of his share or shares, whilst any money may be due on owing from him to the Company in respect of such shares or otherwise howsoever, alone or jointly with any other person or persons; and the Board of Directors may deduct from the interest or dividend payable to any member all sums of money so due from him to the Company. Article 182: No dividend shall be payable except in cash, provided that the Company shall not be deemed to prohibit the capitalisation of its profits or reserves for the purpose of issuing fully paid up bonus shares or paying up any amount for the time being unpaid on any shares held by the members of the Company. Articles 183: A transferof shares shall not pass the rights to any dividend declared thereon before the registration of the transfer by the Company. Article 220: If the Company shall be wound up and the assets available for distribution among the members as such shall be sufficient to repay the whole of the paid up capital such assets shall be distributed so that as nearly as may be the losses shall be bome by the members in proportion to the capital paid up or which ought to have been paid up at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available fordistribution among the members shall be more than sufficiently to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the member in proportion to the capital, at the commencement of the winding up, paid or which ought to have been paid up on the shares held by them respectively. But this Article is to be- respect of share issued upon special terms and conditions. Article 221: If the Company shall be wound up, whether voluntarily orotherwise, the Liquidator may with the sanction of a special Resolution, divide
The Board of Directors may retain the dividends payable upon shares in respect of which any person is, underthe Transmission Articles 52 and 53, entitled to become a member or which any person under those Articles is entitled to transfer, until such person shall become a member in respect of such shares or shall duly transfer the same.
46
Lakhani
S H O E S
among the contributories in specie or kind, any part of the assets of the Company and may, with the like sanction vest any part of the Company, in trustees upon such trusts for the benefit of the contributories, or any of them, as the Liquidators, with the like sanction, shall think fit. INDEMNITY
5.
Letter dated March 16, 1995 from Mafatlal Finance Co. Ltd. agreeing to act as Advisors to the Issue. Letter from HFC, NDA Secutiries Ltd. and Bharat Bhushan Share & Stock Brokers Ltd. agreeing to act as Co-Managers to the Issue. Agreements entered into by the Company with Underwriters and Brokers referred to earlier in this Prospectus and the Company's acceptance thereof. Special resolution passedin the Extra Ordinay General Meeting held on November 30,1994 in connection with the appointment of Mr.K.C.LAKHANI as Chairman, and Mr. P.D.Lakhani as Managing Director of the Company.
6.
7. Article 222: Subject to section 201 of the Act every Director, Manager, Secretary or Officer of the Company or any person, whether an Officer of the Company or not, employed by the Company and any person appointed Audito r shall be indemnified out of the funds of the Company against all liability incurred by him as such Director, Manager, Secretary, Officer, employee or Auditor in defending any proceedings, whether civil or criminal, in which judgment is given in favour or in which he is acquitted, or in connection with any application under Section 633 of the Act in which relief is granted to him by the Court. Article 223: Subject to the provisions of Section 201 of the Act, no Director, Manager or other Officer of the Company shall be liable for the acts, receipts, neglects of any other Director or Officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of little to any property acquired by order of the Directors, fororon behalf of the Company or for insufficiency or deficiency of any security in or upon which any of the money of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any moneys, securities or effects shall be deposited or for any loss occasioned by an error of judgment or oversight on his party, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of this Officerorin relation thereto unless the same happensthro ugh hisown dishonesty. MATERIAL CONTRACTS & INSPECTION OF DOCUMENTS The following contracts and agreements referred to in para 'A & B' below (not being contracts entered into in the ordinary course of business or intended to be carried orcontracts entered into more than two years before the date of this Prospectus), which are or may be deemed to be material and have been entered into by or on behalf of the company. Copies of these contracts together with the Copy of this Prospectus have been delivered to the Registrar of the Companies, NCT of Delhi and Haryana at New Delhi for registration. Copies of all these Material Contracts and Documents are kept open forinspection at the registered off tee of the Company at Plot No. 131, Sector 24, Faridabad, between 10.00 a.m. and 1.00 p.m. on any working day until the closing date of the subscription list. A. MATERIAL CONTRACTS 1. Letter dated December 1,1994 from ITC CLASSIC FINANCE LTD agreeing to act as Lead Managers to the Issue on the terms stated therein. Letter dated December 1, 1994 from VLS FINANCE LIMITED agreeing to act as Lead Managers to trie Issue on the terms stated therein. Letter No. BOIFIN:VVA:94-95:402, Dated December 10, 1994 from BOI FINANCE LIMITED, agreeing to Act as Lead Manager. Letter dated 4th November, 94 from MAS SERVICES PVT. LIMITED offering their services to act as Registrars to the Issue. 6.
8.
B. MATERIAL DOCUMENTS FOR INSPECTION 1. 2. Memorandum and Articles of Association of the Company. Certificate of Incorporation dated 28th December,1981 amended w.e.f. 12.09.94 consequent to change of the name of the company. Copies of Letters of Consent to act in their respective capacities from Directors of the Company, Company Secretary, Legal Advisor to the Issue, Advisors to the Issue, Bankers to the Company, Bankers to the Issue, Brokers to the Issue, Lead Managers to the Issue, Co-Managers to the Issue, Registrars to the Issue and Auditors to the Company. .Acknowledgement Card no. IMID/RM/1550/2464/95 dated 24/ 2/95 issued by the Securities & Exchange of India in respect of vetting of the Prospectus. Copy of Resolution passed under Section 81(1A) of the Companies Act, 1956, at the Extra Ordinary General Meeting held on November 30, 1994 approving offer of shares to the public. Amended vide Resoluion dated Jan 31, 1995. Copies of Initial Listing applications filed with the Stock Exchanges at Delhi, Bombay, Calcutta Ahmedabad and Bangalore. Copies of revised applications sent to Ahmedabad and Bangalore Stock Exchanges. Report dated May 12,1995 of the Auditors of the Company mentioned and included in the Prospectus. The Auditors certificate dated Dec. 7, 94 on Tax Benefits to the Company as mentioned in the prospectus. Audited annual accounts of the Company forthe last 6 years and group companies for last 3 years.
3.
4.
5.
7.
8.
9.
10. Board Resolution passed at the meeting of the Board of Directors of the Company approving appointment of Lead Managers to the Issue, Registrars to the Issue, Underwriters and Brokers. 11. Board Resolution authorising MAS Services Pvt. Limited., Registrars to the Issue to sign on behalf of the Company to realise the proceeds of the Stock invests from the issuing banks. 12. Copy of the approval of the applications for Leather Shoes filed with Secretariat of Industrial Approvals, Department of Industrial Development, Ministry of Industry vide letter no.LI/519 dated December 30, 1994. Copy of the Approval of SIA for the Non Leather Unit, No. SIA/EIR/620(89) dated September 15, 1989. 13. Copy of the Conveyance Deed regi ste n ng Plot No. 262-P Sector 24 Faridabad, and Conveyance Deed registering Plot No. 266, Sector-24 in Faridabad.
2.
4.
47
Lakhani
14. Copy of letter No. Ch-2/RG-334/350/FBD dated Oct. 7,1994 for plot 262 P, Sector 24; letter No. Ch-6/WO/DRG-739/L dated Nov. 2, 1994 for plot No. 119, Sector 24 sanctioning the power and copy of application dated Dec. 16, 1994 filed with Haryana State Electricity Board for sanction of power. 15 Copy of the NOC of Haryana Pollution Control Board certifying that the effluent generation by the Company is well within the limits. 30. Letter from BOI Asset Management Co. agreeing to take firm allotment. 31. Letter from HFC agreeing to take firm allotment. 32. Copy of letterfromBrijlndia(lnc.) regarding cost of construction. 33. Certificate from All India Federation of Rubber Footwear Manufacturers. 34. Letter from GH Warner regarding largest supplier status. 35. Copy of attorney letter regarding patent of shocker. 36. Confidentiality agreement signed with Reebok International Ltd. 37. Cutting of Economic Times dated Dec. 4, 1994. 18 Consent of auditors for the Tax Benefits statement and auditors report appearing in their form and content in which it appears in the prospectus. 38. Invoices/Orders placed for plant & Machinery 39. Letter dated Sep. 29, 1994 from Reebok. 19. LetterNo.FRB/ADV/SKIT/643datedOctober3,1993from Bank <f India sanctioning working capital limits. 20. LetterNo.FRB/ADV:SKH:843datedOctober1,1993,from Bank 'f India sanctioning terms loans. 40. Site plan for Plot No. 266, Sec. 24. Fanda -ad 41. Permission from Reserve Bank of India da ed 11/02/1995 further revised vide letterno CoFIDii/13242/10 32 40 (5767) 94/95 dated 24.03.95. 42. Letter No. FRB : SKH : 62 dated 17.04.95 "lum Bank of India sanctioning bridge loan and letter No. FriB:SKH:466 dated 30.03.95. 43. Letter from HUDA allotting plot No. 265, St-c 24, Faridabad. 44. Copies of orders placed for machinery DECLARATION 23. Copy of Lease agreement dated December 12, 1994 signed with M/s Lakhani Exports for the use of building at Plot No. 119, Sector 24. Faridabad. 24. Copy of the agreement signed with Lakhani Rubber Works for she use of Brand Name 'Lakhani". 'Copy of Resolution dated 25.8.9*1 regarding change in the name ' >f company. " ^
16. Copies of the Power of Attorneys executed by the Directors favouring Mr.ANIL PUNJ for signing and making necessary correction in the prospectus. 17. Copies of certificate from Directors regarding other Directorships.
21. Better from Bank of India transferring loans in the name of Lakhani India Ltd. 22. uetterno.7180datedJuly4, 1991, letter no. 18688 dated October 15, 1991 & letter no. 63850 dated November9, 1993 from Haryana Financial Corporation sanctioning term loans.
We the Directors hereby declare that all the relevant provisions of the Companies Act, 1956 and the guidelines issued ->y the Government have been complied with and no statement made n the Prospectus is contrary to the provisions of the Companies Act 1956 and rules thereunder.
25.
KISHAN CHAND LAKHANI (By his constituted attorney Mr. Anil Punj)
26. Copy of Resolution dated 16.09.94 for adoption of new set of articles. 27. Auditors Certificate dated May 12,1995 regarding amount spent on the project. 28. Copy of Resolution dated April 17, 1995 regarding increase in Issue size by 10%. 29. Copies of awards received by the group.
PARMESHWAR DAYAL LAKHANI

(By his constituted attorney Mr. Anil Punj) JAGDISH CHAND ARORA (By his constituted attorney Mr. Anil Punj) GUNJAN LAKHANI (By his constituted attorney Mr. Anil Punj)
PLACE : FARIDABAD DATED: 17-05-95
48

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i ii*^%*i *m*r m *^w Compiled by: Asian CERC Information Technology Ltd

Lakhani India Limited

LEAD MANAGERS TO THE ISSUE

rrc CLASSIC FINANCE UNITED

ISSUE OPENS ON 30th JUNE 1 995

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LAKHANI INDIA LTD

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CO MANAGERS TO THE ISSUE

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15.03.95 & 16.05.95

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SUBHASHCHUGH&CO. 1110, PRAKASH DEEP BUILDING 7, TOLSTOY MARG NEWDELHI-110001 16.05.95

MADAN & CO LTD STOCK & SHARE BROKERS, SHARE HOUSE,

Compiled by: Asian CERC Information Technology Ltd

Compiled by: Asian CERC Information Technology Ltd

Compiled by: Asian CERC Information Technology Ltd

Compiled by: Asian CERC Information Technology Ltd

Compiled by: Asian CERC Information Technology Ltd

3,74,78,000 14,30,00,000 47,30,00,000

Cumulative Total Shares

% holding to Post Issue Cap.

Compiled by: Asian CERC Information Technology Ltd

Compiled by: Asian CERC Information Technology Ltd

ii) iii) iv)

Compiled by: Asian CERC Information Technology Ltd

Compiled by: Asian CERC Information Technology Ltd

Compiled by: Asian CERC Information Technology Ltd

TO THE MEMBERS OFTHE COMPANY WHO ARE MUTUAL FUNDS

Compiled by: Asian CERC Information Technology Ltd

177.00 1800.00 5383.95

COST OF THE PROJECT

1326.06 150.15 336.75 0.00 459.00 129.00 15QO.OO 4335.01

191.79 30.00 1 12.25 390.00 153.00 48.00 300.00 1484.99

1517.85 180.15 449.00 390.00 612.00 177.00 1800.00 5820.00

Cash For Expenses Debtors Export Other 10 Days 45 Days

Net Working Capital

139.00 555.00 1698.00 449.00

Compiled by: Asian CERC Information Technology Ltd

26.62 19.24 66.00 64.13

1306.17 1951.11 0.01 1.47 1306.18 1952.58

25.59 28.41 100.13

40.27 52.33 86.40 41.00 45.40

4.00 187.36 113.00 214.00 47kpO

10.00 1000.00 f 456.14 228.72

169.00 233.00 365.0\

127.00 270.00 606.00

102.00 254.00 299.00

169.00 219.00 466.00

Compiled by: Asian CERC Information Technology Ltd

98.9 862 488.13

Compiled by: Asian CERC Information Technology Ltd

903.17 40.94 24.94 15.00 144.75 210.58

1759.12 70.02 31.02 5.42 171.38 343.95

1914.56 76.36 32.36 5.42 203.20 419.45

1898.42 179.71 136.21 5.42 338.87 629.04

<* to (RS.IN LAKHS).

2. LAKHANI FOOTWEAR LIMITED

666.39 18.73 13.23 21.60 25.54 59.19

886.01 37.05 24.05 21.60 49.60 77;32

809.70 22.94 10.94 21.60 60.54 81.70

i ii^%i mr m *^w Compiled by: Asian CERC Information Technology Ltd