general risks issuer’s absolute responsibility listing · share including a share premium of rs...
TRANSCRIPT
Our Company was originally incorporated as AKI Leathe
with the Registrar of Companies, Kanpur, Uttar Pradesh.
Meeting held on March 18, 2006, our Company’s name
name dated April 03, 2006 issued by RoC, Uttar Pradesh
and a fresh certificate of incorporation consequent upon
Companies, Kanpur. The Corporate Identification Numbe
For details of incorporation, change of name and regist
Certain Other Corporate Matters” beginning on page 47
Registered office
Tel: 91 512 24
Company Secretary
PROMOTERS OF THE CO
PUBLIC ISSUE OF 28,00,000 EQUITY SHARES OF F
FOR CASH AT A PRICE OF RS. 11.00 PER EQUIT
PRICE”) AGGREGATING TO RS. 308.00 LACS/- (“T
CASH AT A PRICE OF RS.11.00 PER EQUITY SHA
15.40 LAKHS WILL BE RESERVED FOR SUBSC
PORTION”). THE ISSUE LESS THE MARKET MAK
OF RS 10/- EACH AT A PRICE OF RS. 11.00 PER E
THE “NET ISSUE”. THE ISSUE AND THE NET ISS
EQUITY SHARE CAPITAL OF OUR COMPANY.
THIS ISSUE IS BEING IN TERMS OF CHA
For further details s
All the investors applying in a public issue shall use only A
account which will be blocked by the Self Certified Syndic
further details, please refer to section titled "Issue Procedu
interest on the application money at the rate of 15 % per an
THE FACE VALUE OF THE EQUITY S
This being the first Public Issue of our Company, there h
Shares and the Issue price is 1.1 times of the face value. T
titled on “Basis for Issue Price” beginning on page 74 of th
Shares are listed. No assurance can be given regarding an a
will be traded after listing.
Investments in equity and equity-related securities involve
losing their investment. Investors are advised to read the r
investors must rely on their own examination of our Com
recommended nor approved by Securities and Exchange Bo
Prospectus. Specific attention of the investors is invited to t
The Issuer, having made all reasonable inquiries, accepts
and the Issue, which is material in the context of the Issu
misleading in any material respect, that the opinions and in
Draft Prospectus as a whole or any of such information or t
The Equity Shares offered through the Draft Prospectus are
2009, as amended from time to time. Our Company has re
on the SME Platform of BSE. For the purpose of this Issue,
LEAD MANAGER
Finshore Management Services Limited
Anandlok, Block – A, 2nd Floor, Room No.207
227, A.J.C. Bose Road, Kolkata – 700 020, West Bengal
Tel. No.: +91 33-22895101/9920379029
Fax No.: +91 33-22895101
SEBI Registration No: INM000012185
Email:[email protected]
Website: www.gretexcorporate.com
Contact Person: Mr. S. Ramakrishna Iyengar
ISSUE OPENS ON: [●]
Date
Please read section 26 of th
AKI INDIA LIMITED
Leather Industries Private Limited on May 16, 1994 as a private limited company unde
adesh. Pursuant to a special resolution passed by the shareholders of the Company at
name was changed to AKI India Private Limited vide fresh certificate of incorporatio
radesh & Uttaranchal, Kanpur. Thereafter, our Company was converted from Private L
t upon Conversion from Private Company to Public Company was issued on May
umber of our Company is U19201UP1994PLC016467.
registered office of our Company, please refer to chapter titled “General Informati
47 and 118 respectively of this Draft Prospectus.
office: 9/6(11), Asharfabad Jajmau, Kanpur - 208010, Uttar Pradesh, India.
12 2463130; E-mail: [email protected]; Website: www.groupaki.com
retary and Compliance Officer: Ms. Divya Gupta; E-Mail: [email protected]
E COMPANY : MR. ASAD KAMAL IRAQI AND MR. ANWAR KAMAL IRAQ
OF FACE VALUE OF RS.10 EACH OF AKI INDIA LIMITED (THE “COMP
QUITY SHARE INCLUDING A SHARE PREMIUM OF RS. 1.00 PER EQUI
(“THE ISSUE”), OF WHICH 1,40,000 EQUITY SHARES OF FACE VALU
SHARE INCLUDING A SHARE PREMIUM OF RS 1.00PER EQUITY SHARE
UBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE “MARKET
MAKER RESERVATION PORTION I.E. NET ISSUE OF 26,60,000 EQUITY S
PER EQUITY SHARE AGGREGATING TO RS. 292.60 LAKHS IS HEREIN A
T ISSUE WILL CONSTITUTE 27.19 % AND 25.83% RESPECTIVELY OF T
CHAPTER XB OF THE SEBI (ICDR) REGULATIONS, 2009 AS AMENDED FROM
etails see “Terms of the Issue” beginning on page 176 of this Draft Prospectus.
only Application Supported by Blocked Amount (ASBA) facility for making payment p
yndicate Banks ("SCSBs") as per the SEBI circular CIR/CFD/POLICYCELL/11/2015
rocedure" beginning on page 185 of this Draft Prospectus. In case of delay, if any in r
per annum for the period of delay.
ITY SHARES IS RS. 10 EACH AND THE ISSUE PRICE IS 1.1TIMES OF THE FAC
RISK IN RELATION TO THE FIRST ISSUE here has been no formal market for the securities of our Company. The face value of
lue. The Issue Price (as determined by our Company in consultation with the Lead Ma
of this Draft Prospectus should not be taken to be indicative of the market price of the
g an active or sustained trading in the equity shares of our Company or regarding the pr
GENERAL RISKS volve a degree of risk and investors should not invest any funds in this Issue unless they
d the risk factors carefully before taking an investment decision in this offering. For t
ur Company and the Issue including the risks involved. The Equity Shares issued in
nge Board of India nor does Securities and Exchange Board of India guarantee the accu
ed to the section titled “Risk Factors” beginning on page 15 of this Draft Prospectus.
ISSUER’s ABSOLUTE RESPONSIBILITY cepts responsibility for and confirms that this Draft Prospectus contains all informatio
e Issue, that the information contained in this Draft Prospectus is true and correct in
and intentions expressed herein are honestly held and that there are no other facts, the
on or the expression of any such opinions or intentions misleading in any material respec
LISTING tus are proposed to be listed on the BSE SME Platform. In terms of the Chapter XB of t
has received an approval letter dated [●]from BSE for using its name in this offer docu
Issue, the designated Stock Exchange will be the BSE Limited (“BSE”).
REGISTRAR TO THE IS
engal – India
Link Intime India Private Limited
C-101, 1st Floor, 247 Park, Lal Bhadur Shastri Marg,
Mumbai, Maharashtra, India
Tel: +91 22 4918 6200
Facsimile : +91 22 4918 6195
Website: www.linkintime.co.in
Email: [email protected]
Investor Grievance Email: [email protected]
Contact Person: Ms. Shanti Gopalkrishnan
SEBI Registration No: INR000004058
ISSUE PROGRAMME ISSUE CLOSES ON:[
Draft Prospectus
Dated: September 10, 2018
of the Companies Act, 2013
Fixed Price Issue
y under the Companies Act, 1956
ny at the Extra Ordinary General
ration consequent on change of
ivate Limited to Public Company
29, 2017 by the Registrar of
mation” and “Our History and
IRAQI
OMPANY” OR THE “ISSUER”)
EQUITY SHARE (THE “ISSUE
ALUE OF RS.10.00 EACH FOR
HARE AGGREGATING TO RS.
KET MAKER RESERVATION
ITY SHARES OF FACE VALUE
IN AFTER REFERRED TO AS
OF THE POST ISSUE PAID UP
FROM TIME TO TIME.
ent providing details about the bank
2015 dated November 10, 2015. For
y in refund, our Company shall pay
FACE VALUE.
lue of the shares is Rs10 per Equity
ad Manager) as stated in the chapter
of the Equity Shares after the Equity
the price at which the Equity Shares
ss they can afford to take the risk of
. For taking an investment decision,
ued in the Issue have neither been
accuracy or adequacy of this Draft
rmation with regard to our Company
ect in all material aspects and is not
ts, the omission of which makes this
respect.
B of the SEBI (ICDR) Regulations,
r document for listing of our shares
HE ISSUE
Marg, Vikhroli (West),
[●]
AKI India Limited
SECTION I : GENERAL
DEFINITIONS AND ABBREVIATIONS
CURRENCY CONVENTIONS, USE OFCURRENCY PRESENTATION
FORWARD LOOKING STATEMENTS
SECTION II : RISK FACTORS
RISK FACTORS
SECTION III : INTRODUCTION
SUMMARY OF INDUSTRY
SUMMARY OF OUR BUSINESS
SUMMARY OF FINANCIAL INFORM
THE ISSUE
GENERAL INFORMATION
CAPITAL STRUCTURE
SECTION IV : PARTICULARS OF TH
OBJECTS OF THE ISSUE
BASIC TERMS OF THE ISSUE
BASIS FOR ISSUE PRICE
STATEMENT OF POSSIBLE TAX BEN
SECTION V : ABOUT THE COMPAN
INDUSTRY OVERVIEW
OUR BUSINESS
KEY INDUSTRY REGULATIONS AND
OUR HISTORY AND CERTAIN CORP
OUR MANAGEMENT
OUR SUBSIDIARY
OUR PROMOTERS AND PROMOTER
GROUP ENTITIES OF OUR COMPANY
RELATED PARTY TRANSACTIONS
DIVIDEND POLICY
SECTION VI : FINANCIAL INFORM
FINANCIAL STATEMENTS AS RESTA
MANAGEMENT’S DISCUSSION ANDOF OPERATIONS
SECTION VII : LEGAL AND OTHER
OUTSTANDING LITIGATION AND M
GOVERNMENT AND OTHER APPRO
OTHER REGULATORY AND STATUT
SECTION VIII : ISSUE INFORMATI
TERMS OF THE ISSUE
ISSUE STRUCTURE
ISSUE PROCEDURE
RESTRICTIONS ON FOREIGN OWNE
SECTION IX : MAIN PROVISIONS O
MAIN PROVISIONS OF ARTICLES OF
SECTION X : OTHER INFORMATIO
MATERIAL CONTRACTS AND DOCU
DECLARATION
1
TABLE OF CONTENTS
PARTICULARS
TIONS
SE OF FINANCIAL, INDUSTRY AND MARKET DATA AND
ENTS
ORMATION
OF THE ISSUE
X BENEFITS
MPANY AND THE INDUSTRY
S AND POLICIES
CORPORATE MATTERS
TER GROUP
PANY
ONS
ORMATION
RESTATED
AND ANALYSIS OF FINANCIAL CONDITIONS AND RESU
THER INFORMATION
ND MATERIAL DEVELOPMENTS
PPROVALS
ATUTORY DISCLOSURES
ATION
WNERSHIP OF INDIAN SECURITIES
NS OF ARTICLES OF ASSOCIATION
ES OF ASSOCIATION
ATION
DOCUMENTS FOR INSPECTION
PAGE NO.
2
AND 12
14
15
37
39
40
46
47
54
67
72
74
77
79
90
113
118
122
135
137
141
142
143
144
RESULTS 145
153
158
162
176
182
185
203
204
240
242
AKI India Limited
DE
This Draft Prospectus uses certain deimplies, shall have the respective meand policies will be deemed to includ As on the date of this Draft Prospec“Our Company”, “we”, “our”, “us” o1956 and having its Registered Office The words and expression used in thascribed to such terms under the SEBand the rules and regulations made defined but used in the sections tiRestated”; “Outstanding Litigation
Association” beginning on pages 77terms in these respective sections. Unless the context otherwise indicatein this Draft Prospectus, and referencre-enactments thereto, from time to tthe definitions contained in the Geneshall prevail.
COMPANY RELATED TERMS
Term
Articles/ Articles of Association/ AoA
The articl
Audit Committee Audit Comthe SEBI
Auditor/ Statutory Auditor
The statuAccounta
Banker to our Company Jammu AInformati
Board of Director(s)/the Board/our Board/ Director(s)
The direcDirectors,of this Dr
Equity Shares The Equitotherwise
Equity Shareholders Persons/ E
Group Companies/ Entities
The comp(ICDR) Rfurther debeginning
Key Managerial Personnel/ KMP
The key RegulatioManagem
Materiality Policy The policaccordanc
Memorandum/ Memorandum of Association/ MoA
The Mem
Nomination and Remuneration Committee
The nomiManagem
Peer Review Auditor IndependeGupta Ag
2
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
tain definitions and abbreviation which, unless the context oive meanings given below. References to statutes, regulatiinclude all amendments and modifications thereto.
rospectus, our Company has one (1) subsidiary. Consequen“us” or “AKI India Limited”, a Company incorporated unde Office at 9/6(11), Asharfabad Jajmua, Kanpur - 208010, Utt
d in this Draft Prospectus, but not defined herein, shall hae SEBI (ICDR) Regulations, the Companies Act, the SCRAade thereunder as the case may be. Notwithstanding the forons titled “Statement of Possible Tax Benefits”; “Fina
tion and Material Developments”; and “Main Provi
77, 144, 153 and 204 respectively, shall have the mean
dicates or implies, the following terms shall have the meanferences to any statute or regulations or policies will include to time. In case of any inconsistency between the definit General Information Document (as defined below), the de
Description
articles of association of our Company, as amended from ti
it Committee of our Company constituted in accordance wSEBI Listing Regulations and Section 177 of the Companie
statutory auditors of our Company, being Jaiswal Misountants having their office at 15/271-C, Civil Lines, Kanpu
mu And Kashmir Bank Limited, as disclosed in the secation” beginning on page 47 of this Draft Prospectus
director(s) on our Board, unless otherwise specified. For ectors, please refer to section titled “Our Management” behis Draft Prospectus.
Equity Shares of our Company of face value of `10 each,erwise specified in the context thereof
sons/ Entities holding Equity Shares of our Company.
companies included under the definition of “Group CompaDR) Regulations and identified by the Company in its Mher details, please refer to section titled “Group Entitie
inning on page 141 of this Draft Prospectus.
key management personnel of our Company in terms ulations and the Companies Act, 2013 disclosed in agement” beginning on page 122 of this Draft Prospectus.
policy on determination of materiality, by our Board on Dordance with the requirements Regulation 30 of the SEBI (IC
Memorandum of Association of our Company, as amended
nomination and remuneration committee of our Company,agement” on page 122 of this Draft Prospectus.
ependent Auditor having a valid Peer Review certificate inta Agarwal & Associates, Chartered Accountants having of
ntext otherwise indicates or gulations, rules, guidelines
sequently, all references to d under the Companies Act, 10, Uttar Pradesh, India.
all have the same meaning CRA, the Depositories Act
the foregoing, the terms not Financial Statements as
rovisions of Articles of
meanings ascribed to such
e meanings provided below include any amendments or
nitions given below and the definitions given below
rom time to time.
ance with Regulation 18 of panies Act, 2013
l Misra & Co., Chartered Kanpur - 208001
he section titled “General
. For further details of our ” beginning on page 122
each, fully paid-up, unless
ompanies” under the SEBI its Materiality Policy. For
tities of Our Company”
erms of the SEBI (ICDR) d in section titled “Our
ectus.
d on December 31,2017, in BI (ICDR) Regulations.
ended from time to time
pany, as disclosed in “Our
cate in our case being M/s. ing office at Kolkata.
AKI India Limited
Term
Promoters
The promMr. Asad Mr. AnwaFor furtheGroup” b
Promoter Group
Includes sin terms ounder secof this Dr
Registered Office 9/6 (11), A
Restated Consolidated Financial Information
The restatCompanyconsolidainformatio31, 2016,notes therrestated in
Restated Financial Statement
Audited F2016; 201comprisesStatement
Restated Standalone Financial Information
The restatthe restaterestated s2018, Matogether accordanc(ICDR) R
RoC/ Registrar of Companies
Registrar 208002, U
Stakeholders’ Relationship Committee
Stakeholdwith Regu
Subsidiary of our Company
A subsidiwith the CCertain C
118 and the date o
ISSUE RELATED TERMS
Terms
Acknowledgement Slip
The slip or of having ac
Allot/ Allotment/ Allotted of Equity Shares
Unless the cIssue of the
Allotment Advice Note or advallotted EqDesignated
Allottee (s) A successfu/allotted.
Applicant
Any prospeProspectus Disclosure January 01, use the ASB
3
Description
promoters of our Company being: Asad Kamal Iraqi Anwar Kamal Iraqi further details, please refer to section titled “Our Prom
” beginning on page 137 of this Draft Prospectus.
ludes such persons and entities constituting the promoter grerms of Regulation 2(1)(zb) of the SEBI (ICDR) Regulatier section titled “Our Promoters and Promoter Group” behis Draft Prospectus.
(11), Asharfabad Jajmau Kanpur-208010, Uttar Pradesh, Ind
restated consolidated financial information of our Companpany which comprises of the restated consolidated balan
solidated profit and loss information and the restated cormation for the financial years ended March 31, 2018, Ma
2016, March 31, 2015 and March 31, 2014 together wites thereto, which have been prepared in accordance with thated in accordance with the SEBI (ICDR) Regulations.
ited Financial Statements for the Financial Years ended M6; 2015 and 2014, as restated in accordance with SEBI prises of (i) Financial Information as per Restated
tements and (ii) Other Financial Information.
restated standalone financial information of our Companyrestated standalone balance sheet, the restated standalone pated standalone cash flow information for the financial ye8, March 31, 2017, March 31, 2016, March 31, 2015 aether with the annexures and notes thereto, which havordance with the Companies Act and restated in accordDR) Regulations.
istrar of Companies, Kanpur, 10/499-B, Allenganj, Kha002, Uttar Pradesh, India
keholder’s relationship committee of our Company consth Regulation 18 of the SEBI Listing Regulations and Compa
ubsidiary of our Company as of the date of this Draft Prosh the Companies Act, 2013, and as set out under section titl
in Corporate Matters” – Subsidiary(ies) of our Compan
and 135 of this Draft Prospectus. Our Company has one (date of this Draft Prospectus
Description
lip or document issued by the Designated Intermediary to aing accepted the Application Form.
s the context otherwise requires, allotment of the Equity Sof the Equity Shares to the successful Applicants.
or advice or intimation of Allotment sent to the Applicd Equity Shares after the Basis of Allotment has benated Stock Exchanges.
cessful Applicant (s) to whom the Equity Shares are bein
prospective investor who makes an application pursuant ectus and the Application Form. Pursuant to SEBI (Isure Requirements) (Fifth Amendment) Regulations, 201
ry 01, 2016 all applicants participating in this Issue are reqe ASBA facility to submit their Applications.
Promoters and Promoter
oter group of our Company egulations and as disclosed
” beginning on page 137
sh, India
mpany, Subsidiaries of our balance sheet, the restated ted consolidated cash flow 8, March 31, 2017, March er with the annexures and ith the Companies Act and
d March 31, 2018; 2017; SEBI (ICDR) Regulations, tated Summary Financial
mpany which comprises of lone profit and loss and the ial years ended March 31,
2015 and March 31, 2014 h have been prepared in accordance with the SEBI
j, Khalasi Line, Kanpur -
constituted in accordance ompanies Act, 2013
t Prospectus, in accordance ion titled “Our History and
pany” beginning on page s one (1) subsidiaries as on
ry to an Applicant as proof
uity Shares pursuant to the
Applicants who have been as been approved by the
re being/ have been issued
rsuant to the terms of the BI (Issue of Capital and s, 2015, with effect from
are required to mandatorily
AKI India Limited
Terms
Application
An indicatiosubmission Issue Price under the SE
Application Amount The numbermultiplied bthe Applicat
Application Form The form inconsidered aProspectus.
Application Supported by Blocked Amount / ASBA
An applicatapplication ASBA AccoPursuant toCIR/CFD/POopening on process.
ASBA Account Account mablocked by sto an Applic
ASBA Applicant(s) Any prospecthrough the
ASBA Application Location (s)/ Specified Cities
Such BrancApplicants www.sebi.g
Banker to the Issue Bank whichwith whomMahindra B
Basis of Allotment The basis onthe Issue, abeginning o
Broker Centres
Broker centApplication The details Registered Bhttp://www.
Broker to the Issue All recognizto the Issue.
Business Day Monday to S
BSE SME The SME plof equity sha
CAN or Confirmation of Allocation Note
The note oEquity SharDesignated
Client ID Client Identdemat accou
Collection Centres Centres at w
Compliance Officer The Compan
Collecting Depository Participant or CDP
A depositorSEBI and wterms of ciissued by SE
Controlling Branches of SCSBs
Such branchthe ApplicaExchanges, website as m
4
Description
dication to make an offer during the Issue Period by an Applission of Application Form, to subscribe for or purchase our Price including all revisions and modifications thereto, to t the SEBI (ICDR) Regulations.
umber of Equity Shares applied for and as indicated in tlied by the price per Equity Share payable by the Applica
pplication Form.
rm in terms of which an Applicant shall make an Applicatioered as the application for the Allotment pursuant to the ter
ectus.
cation, whether physical or electronic, used by an Aation authorizing the relevant SCSB to block the applic Account maintained with the SCSB.
ant to SEBI Circular dated November 10, 2015 and beFD/POLICYCELL/11/2015 which shall be applicable f
ng on or after January 01, 2016, all the investors can a
nt maintained with a SCSB and specified in the Applicatioed by such SCSB to the extent of the appropriate ApplicatioApplication by an Applicant.
rospective investors in this Issue who apply for Equity Shh the ASBA process in terms of this Draft Prospectus.
Branches of the SCSBs which shall collect the Applicatiocants applying through the ASBA process and a list of wsebi.gov.in/pmd/scsb.pdf
which are clearing members and registered with SEBI as bwhom the Public Issue Account will be opened, in thdra Bank Limited.
asis on which the Equity Shares will be Allotted to successsue, as described in the section titled “Issue Procedure” ning on page 185 of this Draft Prospectus.
r centres notified by the Stock Exchanges, where the Applcation Forms to a Registered Broker. etails of such broker centres, along with the names and ctered Brokers, are available on the website of the BSE on thewww.bseindia.com/Markets/PublicIssues/brokercentres_new
cognized members of the stock exchange would be eligible Issue.
ay to Saturday (except 2nd & 4th Saturday of a month and p
ME platform of BSE Limited, approved by SEBI as an SMEity shares issued under Chapter X-B of the SEBI ICDR Reg
ote or advice or intimation sent to each successful AppShares which will be Allotted, after approval of Basis
nated Stock Exchange.
t Identification Number maintained with one of the Depot account
es at which the Designated Intermediaries shall accept the A
ompany Secretary of our Company, i.e. Divya Gupta
ository participant as defined under the Depositories Act, and who is eligible to procure Applications at the Designat of circular no. CIR/CFD/POLICYCELL/11/2015 dated by SEBI.
branches of the SCSBs which co-ordinate Applications undpplicants with the Lead Manager, the Registrar to the nges, a list of which is provided on http://www.sebi.govte as may be prescribed by SEBI from time to time.
n Applicant, pursuant to se our Equity Shares at the o, to the extent permissible
d in the Application Form pplicants on submission of
lication and which shall be the terms of this Draft
an Applicant to make an application amount in the
nd bearing Reference No. able for all public issues can apply through ASBA
lication Form which will be lication Amount in relation
ity Shares of our Company
lication Forms used by the t of which is available on
I as banker to an issue and in this case being Kotak
uccessful Applicants under ” - Basis of Allotment
Applicants can submit the
and contact details of the on the following link:- es_new.aspx?expandable=3
ligible to act as the Broker
and public holidays)
n SME Exchange for listing R Regulations
l Applicant indicating the Basis of Allotment by the
Depositories in relation to
the ASBA Forms.
Act, 1996, registered with signated CDP Locations in
dated November 10, 2015
ns under this Issue made by the Issue and the Stock bi.gov.in or at such other
AKI India Limited
Terms
Demographic Details The demogrand Bank A
Depository/ Depositories
A depositorRegulations
Depository Participant/DP
A depository
Designated CDP Locations
Such locatioCollecting DThe details of the Colleavailable on
Designated Date On the Desof Equity Sh
Designated Intermediaries /Collecting Agent
An SCSB wmember (orfor CDP, amentioned o
Designated Market Maker
In our case,
Designated RTA Locations
Such locatioRTAs. The details of the Colleavailable on
Designated SCSB Branches
Such branchASBA Apphttp://www.such other w
Designated Stock Exchange
SME Platfor
Draft Prospectus The Draft Pof the Comp
DP Depository P
DP ID Depository P
Eligible NRI(s)
NRI(s) fromor invitationan invitationthereof
FII / Foreign Institutional Investors
Foreign InstRegulations
First/ Sole Applicant The Applica
General Information Document/ GID
The Generalin accordannotified by Reference Npublic issueASBA proce
Issue/ Public Issue/ Issue Size Initial Public Issue/ IPO
Public issuefor cash at aper Equity SProspectus.
Issue Agreement The Issue Manager.
Issue Closing Date The date on
Issue Opening Date The date on
5
Description
emographic details of the Applicants such as their Addreank Account details.
pository registered with SEBI under the SEBI (Depositoations, 1996 as amended from time to time, being NSDL an
ository participant as defined under the Depositories Act, 19
locations of the CDPs where Applicant can submit the Acting Depository Participants. etails of such Designated CDP Locations, along with name Collecting Depository Participants eligible to accept Able on the websites of the Stock Exchange i.e. www.bseindi
e Designated Date, the SCSBs shall transfer the funds repruity Shares into the Public Issue Account with the Bankers to
CSB with whom the bank account to be blocked, is maer (or sub-syndicate member), a Registered Broker, DesigDP, a registrar to an issue and share transfer agent (RToned on website of the stock exchange as eligible for this ac
case, [●]
locations of the RTAs where Applicant can submit the A
etails of such Designated CDP Locations, along with name Collecting Depository Participants eligible to accept Able on the websites of the Stock Exchange i.e. www.bseindi
branches of the SCSBs which shall collect the ASBA Appli Applicant and a list of which is available on the
www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Inther website as may be prescribed by SEBI from time to tim
Platform of BSE Limited
raft Prospectus dated September 10, 2018 issued in accord Companies Act, 2013.
sitory Participant
sitory Participant’s Identity number.
) from such jurisdiction outside India where it is not unlawitation under the Issue and in relation to whom this Draft Pitation to subscribe for the Equity Shares Issued herein on
n Institutional Investor (as defined under SEBI (Foreign Inations, 1995, as amended) registered with SEBI under applic
pplicant whose name appears first in the Application Form
eneral Information Document for investing in public issuesordance with the Circular (CIR/CFD/DIL/12/2013) dated
ed by SEBI read with SEBI Circular dated November 1ence No. CIR/CFD/POLICYCELL/11/2015 which shall b issues opening on or after January 01, 2016, all the investo process.
issue of 28,00,000 Equity Shares of face value of `10.00 esh at a price of `11.00 per Equity Share (including a sharequity Share) aggregating to `308.00 Lakh by our Company,ectus.
Issue Agreement dated August 31, 2018 between our
ate on which Issue Closes for Subscription
ate on which Issue Opens for Subscription
Address, PAN, Occupation
positories and Participant) DL and CDSL.
ct, 1966.
t the Application Forms to
names and contact details ept Application Forms are seindia.com
s represented by allocation kers to the Issue.
is maintained, a syndicate Designated CDP Locations t (RTA) (whose names is
this activity).
t the Application Forms to
names and contact details ept Application Forms are seindia.com
Application Form from the the website of SEBI at
Intermediaries or at to time.
accordance with Section 32
unlawful to make an Issue raft Prospectus constitutes
in on the basis of the terms
eign Institutional Investors) applicable laws in India.
Form or Revision Form.
issues prepared and issued dated 23rd October, 2013, ber 10, 2015 and bearing
shall be applicable for all investors can apply through
0.00 each of our Company share premium of Re.1.00 pany, in term of this Draft
our Company and Lead
AKI India Limited
Terms
Issue Period The period both days, d
Issue Price The price atEquity Shar
Issue Proceeds The proceeduse of the Ison page 67
Lead Manager/ LM Lead Manag
Listing Agreement Unless the csigned betw
Market Maker Member BrBSE SME P
Market Making Agreement
The Market
Market Maker Reservation Portion
The reservefor cash at athe Market M
Mutual Fund(s) Mutual funRegulations
Net Issue
The Issue (eShares of fa(the “Issue Pup to ` 292.6
Net Proceeds The Issue Pr
Non Institutional Investors or NIIs
All Applicacorporate orwho have aincluding N
Overseas Corporate Body / OCB
Overseas CRegulation Permission texistence onprior to sucgeneral permthis Issue.
Other Investors Investors otother than reinstitutions i
Person/ Persons
Any indiviorganizationcompany, joand/or incorrequires.
Prospectus The Prospec26 of the Co
Public Issue Account The Bank Limited undSCSBs from
Qualified Institutional Buyers or QIBs
A qualified Regulations
Registered Brokers Stock brokethan the Me
Registrar and Share Transfer Agents or RTAs
Registrar anApplicationsCIR/CFD/PO
Registrar / Registrar to this Issue /RTI
Registrar to
Registrar Agreement The agreem
6
Description
eriod between the Issue Opening Date and the Issue Closiays, during which prospective Investors may submit their ap
rice at which Equity Shares are being issued by our Compy Share.
roceeds of the Issue as stipulated by the Company. For furth the Issue Proceeds please refer to section titled “Objects of
67 of this Draft Prospectus.
Manager to the Issue, in this case being Finshore Manageme
s the context specifies otherwise, this means the Equity Lis between our Company and the BSE Limited.
er Brokers of BSE who are specifically registered as MaME Platform. In our case, [●], Market Maker to the Issue.
arket Making Agreement dated [●] between our Company a
eserved portion of 1,40,000 Equity Shares of face value of `sh at an Issue Price of `11.00 each per Equity Shares aggregarket Maker to the Issue.
al fund (s) registered with SEBI pursuant to the SEations, 1996, as amended.
sue (excluding the Market Maker Reservation Portion) of us of face value `10.00 each for cash at an Issue price of `11Issue Price”), including a share premium of Re 1.00 per equ` 292.60 Lakh.
sue Proceeds, less the Issue related expenses, received by th
pplicants, including sub-accounts of FIIs registered with SErate or foreign individuals, that are not QIBs or Retail Indave applied for Equity Shares for an amount of more thaing NRIs other than Eligible NRIs)
eas Corporate Body means and includes an entity defination 2 of the Foreign Exchange Management (Witssion to Overseas Corporate Bodies (OCB’s) Regulations 20nce on the date of the commencement of these Regulatto such commencement was eligible to undertake transacal permission granted under the Regulations. OCBs are not
tors other than Retail Individual Investors. These include ithan retail individual investors and other investors includintions irrespective of the number of specified securities appli
individual, sole proprietorship, unincorporated associaization, body corporate, corporation, company, partnersany, joint venture, or trust, or any other entity or organizatior incorporated in the jurisdiction in which it exists and op
rospectus, to be filed with the RoC in accordance with the the Companies Act, 2013.
Account opened with the Banker(s) to this Issue, Ked under Section 40 of the Companies Act, 2013 to reces from the bank accounts of the ASBA Accounts on the Des
lified institutional buyer as defined under Regulation 2(1)(zations.
brokers registered with the stock exchanges having nationhe Members of the Syndicate.
trar and share transfer agents registered with SEBI andcations at the Designated RTA Locations in termFD/POLICYCELL/11/2015 dated November 10, 2015 issu
trar to the Issue being Link Intime India Private Limited
greement dated January 30, 2018, entered into between o
Closing Date, inclusive of heir application.
Company being `11.00 per
r further information about ts of the Issue” beginning
agement Services Limited.
ity Listing Agreement to be
as Market Makers with the ssue.
pany and Market Maker
ue of `10.00 each fully paid ggregating `15.40 Lakh for
he SEBI (Mutual Funds)
) of up to 26,60,000 Equity of `11.00 per Equity Share er equity share aggregating
d by the Company.
ith SEBI which are foreign ail Individual Investors and ore than ` 2 Lakh (but not
defined in clause (xi) of (Withdrawal of General ions 2003 and which was in gulations and immediately ransactions pursuant to the re not allowed to invest in
lude individual Applicants cluding corporate bodies or s applied for.
ssociation, unincorporated rtnership, limited liability nization validly constituted nd operates, as the context
th the provisions of Section
sue, Kotak Mahindra Bank o receive monies from the he Designated Date.
2(1)(zd) of the SEBI ICDR
nationwide terminals, other
I and eligible to procure terms of circular no. 5 issued by SEBI
een our Company and the
AKI India Limited
Terms
Registrar topertaining to
Reserved Category/ Categories
Categories o
Retail Individual Investors/RIIs
Applicants oname of Kar` 2 Lakh in t
Revision Form The form uApplication Form(s), as
Self-Certified Syndicate Bank(s) or SCSB(s)
Banks regisavailable http://www.
Specified Locations Collection cavailable on
SEBI Listing Regulations
Securities aRequiremen
SME Exchange The SME Pl
SME Platform The SME PChapter XBExchange.
Underwriters Finshore Ma
Underwriting Agreement
The agreem
Working Days
All days, oholiday, onhowever, wexcluding alMumbai areClosing Dat“Working Dand bank hoJanuary 21,
Conventional and General Terms:
Term
ACIT Assistant
AIF(s) The alternSecurities2012
Air Act, 1981 Air (Preve
Category I Foreign Portfolio Investor(s)
FPIs whoFPI Regul
Category II Foreign Portfolio Investor(s)
FPIs whoFPI Regul
Category III Foreign Portfolio Investor(s)
FPIs whoFPI Regul
Companies Act, 1956 Companieto have efwith the r
Companies Act/ Companies Act, 2013
Companieof the Com
Competition Act The Comp
Consolidated FDI Policy
ConsolidaIndustrialof India, atime.
7
Description
trar to the Issue in relation to the responsibilities and obliganing to the Issue.
ories of persons eligible for making application under reserv
cants or minors applying through their natural guardians, (in of Karta and Eligible NRIs) who have applied for an amounkh in this Issue.
orm used by the Applicants to modify the quantity of Ecation Amount in any of their Application Forms or an(s), as applicable.
registered with SEBI, Issuing services in relation to ASBble on the website of www.sebi.gov.in/cms/sebi_data/attachdocs/1365051213899
ction centres where the SCSBs shall accept application forble on the website of the SEBI (www.sebi.gov.in) and updat
ities and Exchange Board of India (Listing Obligatirements) Regulations, 2015 and as amended thereto.
ME Platform of the BSE i.e. BSE SME
ME Platform of BSE i.e. BSE SME for listing equity er XB of the SEBI ICDR Regulation which was approvednge.
ore Management Services Limited
greement dated [●] entered into between our Company and t
ays, other than second and fourth Saturday of a month,y, on which commercial banks in Mumbai are open foer, with reference to Issue Period, “Working Day” sing all Saturdays, Sundays and public holidays, on which ai are open for business; and with reference to the time perg Date and the listing of the Equity Shares on the SME
king Day” shall mean all trading days of Stock Exchangeank holidays, as per the SEBI Circular SEBI/HO/CFD/DIL/ry 21, 2016
rms:
Description
istant Commissioner of Income Tax
alternative investment funds, as defined in, and registeredurities and Exchange Board of India (Alternative Investmen
(Prevention and Control of Pollution) Act, 1981
s who are registered as “Category I foreign portfolio inve Regulations
s who are registered as “Category II foreign portfolio inve Regulations
s who are registered as “Category III foreign portfolio inve Regulations
panies Act, 1956 (without reference to the provisions theave effect upon notification of the sections of the Compan
h the relevant rules made thereunder
panies Act, 2013, to the extent in force pursuant to the nohe Companies Act, 2013, along with the relevant rules made
Competition Act, 2002
solidation FDI Policy dated August 28, 2017 issued byustrial Policy and Promotion, Ministry of Commerce and India, and any modifications thereto or substitutions thereof
obligations of the Registrar
reservation portion.
ans, (including HUFs in the amount less than or equal to
y of Equity Shares or the or any previous Revision
o ASBA, a list of which is of SEBI at 13899.html
on forms, a list of which is updated from time to time.
bligations and Disclosure
quity shares Issued under roved by SEBI as an SME
y and the Underwriters.
onth, Sunday or a public en for business; provided ay” shall mean all days, which commercial banks in
e period between the Issue e SME Exchange of BSE, hanges, excluding Sundays /DIL/CIR/P/2016/26 dated
stered with SEBI under the stment Funds) Regulations,
o investor” under the SEBI
o investor” under the SEBI
o investor” under the SEBI
ns thereof that have ceased ompanies Act, 2013) along
the notification of sections made thereunder
ued by the Department of and Industry, Government hereof, issued from time to
AKI India Limited
Term
CST Act Central Sa
FCNR Account Foreign c
FEMA Foreign thereunde
FEMA Regulations Foreign EOutside In
FII(s) Foreign In
Financial Year/ Fiscal/ Fiscal Year/ F.Y.
Period ofotherwise
Foreign Portfolio Investor or FPI
Foreign Pregistered
FVCI Foreign V
FVCI Regulations SecuritiesRegulatio
Hazardous Waste Rules, 2008
Hazardou2008
Income Tax Act or the I.T. Act
The Incom
Ind AS New IndiFebruary amended.
LLP Act The Limit
Notified Sections The sectioas having
NRE Account Non-resid
NRO Account Non-resid
OCB/ Overseas Corporate Body
A companto the extthan 60%which waeligible toOCBs und
RBI Act Reserve B
SCRA Securities
SCRR Securities
SEBI The Secur
SEBI Act Securities
SEBI AIF Regulations Securities2012
SEBI FII Regulations SecuritiesRegulatio
SEBI FPI Regulations Securities2014
SEBI FVCI Regulations SecuritiesRegulatio
SEBI (ICDR) Regulations
SecuritiesRequirem
SEBI (LODR) Regulations/ SEBI Listing Regulations
SEBI (Liamended
SEBI Takeover Regulations
SecuritiesTakeovers
SEBI VCF Regulations The erstwRegulatio
Securities Act U.S. Secu
State Government The gover
STT Securities
8
Description
tral Sales Tax Act, 1956
eign currency non-resident account
eign Exchange Management Act, 1999 read with rueunder
eign Exchange Management (Transfer or Issue of Security side India) Regulations 2000
eign Institutional Investors as defined under the SEBI FPI R
iod of twelve (12) months ended March 31 of that paerwise stated
eign Portfolio Investors, as defined under the SEBI Fistered with SEBI under applicable laws in India.
eign Venture Capital Investor, registered under the FVCI Re
urities and Exchange Board of India (Foreign Venturulations, 2000
ardous Wastes (Management, Handling and Trans bounda
Income Tax Act, 1961
Indian Accounting Standards notified by Ministry of Cruary 16, 2015, applicable from Financial Year commencnded.
Limited Liability Partnership Act, 2008
sections of the Companies Act, 2013 that have been notifieaving come into effect prior to the date of this Draft Prospe
resident external account
resident ordinary account
ompany, partnership, society or other corporate body ownedhe extent of at least 60% by NRIs including overseas trus 60% of beneficial interest is irrevocably held by NRIs direch was in existence on October 3, 2003 and immediately ible to undertake transactions pursuant to the general pBs under FEMA
erve Bank of India Act, 1934
urities Contracts (Regulation) Act, 1956
urities Contracts (Regulation) Rules, 1957
Securities and Exchange Board of India, constituted under
urities and Exchange Board of India Act, 1992
urities and Exchange Board of India (Alternative Investmen
urities and Exchange Board of India (Foreign Insulations, 1995
urities and Exchange Board of India (Foreign Portfolio In
urities and Exchange Board of India (Foreign Venturulations, 2000
urities and Exchange Board of India (Issue of Capuirements) Regulations, 2009, as amended
I (Listing Obligations and Disclosure Requirements) Rnded
urities and Exchange Board of India (Substantial Acquieovers) Regulations, 2011
erstwhile Securities and Exchange Board of India (Veulations, 1996
. Securities Act of 1933, as amended
government of a state of the Union of India
urities Transaction Tax
ith rules and regulations
curity by a Person Resident
FPI Regulations.
hat particular year, unless
EBI FPI Regulations and
CI Regulations
enture Capital Investors)
oundary Movement) Rules,
y of Corporate Affairs on mencing April 1, 2016 as
notified by the Government Prospectus
owned directly or indirectly as trusts, in which not less s directly or indirectly and
iately before such date was eral permission granted to
under the SEBI Act
stment Funds) Regulations,
n Institutional Investors)
lio Investors) Regulations,
enture Capital Investors)
f Capital and Disclosure
nts) Regulations, 2015, as
Acquisition of Shares and
a (Venture Capital Funds)
AKI India Limited
Term
Sub-account Sub-accouaccounts w
VCFs Venture CRegulatio
Water Act, 1974 Water (Pr
Wilful Defaulter(s) Wilful de
Technical and Industry related term
Term
ARMs Additional
BFA British Foo
CAGR (Compound Annual Growth Rate)
CAGR=(E
CapEx Capital Ex
CETPs Common E
CPI Consumer
CLE Council fo
CLRI Central Le
CSO Central Sta
DDDM Drum dyed
DDDN Drum dyed
DIPP Departmen
DOC Departmen
EPCG Export Pro
FDI Foreign D
FDDI Footwear D
FOB Freight On
FTP Foreign Tr
GDP Gross Dom
GVA Gross valu
HVI High Volu
IDLS Integrated
IEC Importer E
IFDC Internation
IIP Index of In
ILDP Integrated
IMF Internation
ISO The Intern
LERIG Leather Re
LIDO Leather In
MAI Market Ac
MEIS Merchand
MDA Market De
MoU Memorand
NCP National P
NDM Natural dr
NSDC National S
PDM Printed dry
PMI Purchasing
WEO World Eco
General terms/ Abbreviations:
Term Descriptio
` or Rs. or Rupees or INR
Indian Rup
9
Description
accounts registered with SEBI under the SEBI FII Regulaounts which are foreign corporates or foreign individuals
ture Capital Funds as defined and registered with SEBI uulations
ter (Prevention and Control of Pollution) Act, 1974
ful defaulter as defined under Regulation 2(1)(zn) of SEBI R
d terms
Description
itional Revenue Measures
ish Footwear Association
R=(End Value/Start Value)^(1/Periods)-1
ital Expenditure
mon Effluent Treatment Plants
sumer price index
ncil for Leather Export
tral Leather Research Institute
tral Statistics Organisation
m dyed, dry milled leather.
m dyed, dry Napa
artment of Industrial Policy and Promotion
artment of Commerce
ort Promotion Capital Goods Scheme
ign Direct Investment
twear Design and Development Institute
ght On Board
ign Trade Policy
ss Domestic Product
ss value added
h Volume Instrument
grated Development of Leather Sector Scheme
orter Exporter Code Number
rnational Footwear Design Competition
x of Industrial Production
grated Leather Development Programme
rnational Monetary Fund
International Organization for Standardization
ther Research Industry Get-Together
ther Industry Development Organization
ket Access Initiative
chandise Exports from India Scheme
ket Development Assistance
orandum of Understanding
onal Productivity Council
ral dry milled leather ("natural" is undetermined, dry milled
onal Skill Development Corporation
ted dry milled leather (embossed, dry milled).
hasing Managers’ Index
ld Economic Outlook
ription
Rupees
Regulations other than sub-
EBI under the SEBI VCF
SEBI Regulations
milled).
AKI India Limited
Term Descriptio
AGM Annual Ge
AS/Accounting Standards
Accounting
A.Y. Assessmen
BC Before Chr
BPLR Bank Prim
BSE BSE Limit
CARO Companies
CDSL Central De
CEO Chief Exec
CIN Corporate
CLB Company L
CrPC Criminal P
CSR Corporate
DIN Director Id
DP ID Depository
ECS Electronic
EBITDA Earnings b
EGM Extraordin
EPS Earnings P
ESOS Employee
FDI Foreign dir
FIPB Foreign Inv
GAAR General an
GBP Great Brita
GIR General ind
GoI/ Government Governmen
HNI High Net w
HUF Hindu Und
ICAI Institute of
IFRS Internation
Indian GAAP Generally A
ISO Internation
IT Act The Incom
IT Rules The Incom
JV Joint Ventu
MCA Ministry of
MoU Memorand
N.A. Not Applic
NAV/ Net Asset Value
Net asset reserves c(including loss accoun
NECS National E
NEFT National E
NoC No Objecti
No. Number
NR Non-reside
NSDL National
NTA Net Tangib
p.a. Per annum
PAN Permanent
PAT Profit Afte
PBT Profit befo
PCB Pollution C
P/E Ratio Price per e
Pvt. Private
10
ription
ual General Meeting
unting Standards issued by the Institute of Chartered Accou
ssment year
re Christ
Prime Lending Rate
Limited
panies (Auditor’s Report) Order, 2003
ral Depository Services (India) Limited
f Executive Officer
orate Identity Number
pany Law Board
inal Procedure Code, 1973, as amended
orate Social Responsibility
ctor Identification Number
ository participant’s identification
tronic Clearing System
ings before Interest, Tax Depreciation and Amortisation
aordinary General Meeting of the Shareholders of the Comp
ings Per Share
loyee Stock Option Scheme
ign direct investment
ign Investment Promotion Board
eral anti avoidance rules
t Britain Pound
eral index register
ernment of India
Net worth Individual
u Undivided Family
tute of Chartered Accountants of India
national Financial Reporting Standards
erally Accepted Accounting Principles in India
national Organization for Standardization
Income Tax Act, 1961, as amended
Income Tax Rules, 1962, as amended
t Venture
istry of Corporate Affairs, Government of India
orandum of understanding
Applicable
asset value being paid up equity share capital plus freeves created out of revaluation) less deferred expendituding miscellaneous expenses not written off) and debit baccount, divided by number of issued Equity Shares
onal Electronic Clearing Services
onal Electronic Fund Transfer
bjection Certificate
resident
onal Securities Depository Limited.
Tangible Assets
nnum
anent Account Number
it After Tax
it before tax
tion Control Board
per earnings ratio
Accountants of India
Company
s free reserves (excluding penditure not written off debit balance of profit and
AKI India Limited
Term Descriptio
RBI Reserve Ba
RoC Registrar o
RONW Return on N
RTGS Real time g
SCN Show Caus
SCSB Self-certifi
UIN Unique ide
US United Sta
U.S. GAAP Generally A
VAT Value adde
YoY Year on Ye
11
ription
rve Bank of India
strar of Companies
rn on Net Worth
time gross settlement
Cause Notice
certified syndicate bank
ue identification number
ed States
erally Accepted Accounting Principles in the United States o
e added tax
on Year
tates of America
AKI India Limited
CURRENCY CONVENTIONS
Certain Conventions
Unless otherwise specified or the conare to the Republic of India, all refeStates of America, together with its te Unless stated otherwise, all referenceDraft Prospectus.
Financial Data
Unless stated otherwise, the financiFinancial Statements of our Companyprepared in accordance with Indian G(ICDR) Regulations. In this Draft Prospectus, all figures percentage figures have been rounded In accordance with India’s roadmap f(AS)”, as announced by the GoI, Min22, 2010, read with the Companies (I16, 2015, effective April 1, 2015, ourfor accounting periods commencingstatements reported after April 1, 201 Pursuant to a SEBI circular dated Moffer document filed with SEBI on oour Restated Financial Statements, foGAAP. Further, for risk in relation tothe preceding five years, on standalowhich varies in certain respects from investors’ assessment of our results oorder to comply with requirements abeing listed on the Stock Exchanges, under IND (AS), as applicable. INDaudited financial statements for statutFiscal 2016. The preparation and preswith, or may be substantially diffeStatement is being disclosed in this D There are significant differences betwwhich the Restated Financial Statemeis entirely dependent on the reader’persons not familiar with Indian accSEBI ICDR Regulations, on the Raccordingly be limited. Although wbetween Indian GAAP and IND (ASperiods may not be directly comparaIndian GAAP, including disclosed insuch differences and their impact on o Unless otherwise indicated, any persections titled “Risk Factors”; “Ou
Condition and Results of Operations
the basis of the restated audited financ
12
IONS, USE OF FINANCIAL, INDUSTRY AND MARK
CURRENCY PRESENTATION
he context otherwise requires, all references to “India” in tll references to the “U.S.”, the “USA” or the “United Stath its territories and possessions.
erences to page numbers in this Draft Prospectus are to the
financial information in this Draft Prospectus are extractmpany (i) as of and for F.Y. ended March 31, 2014; 2015; dian GAAP and the Companies Act, and restated in accor
igures in decimals have been rounded off to the second dunded off to two decimal places.
map for “Convergence of its existing standards with IFRS”I, Ministry of Corporate Affairs (the “MCA”) through pre
nies (Indian Accounting Standards) Rules, 2015 issued by t5, our annual and interim financial statements must be repo
encing on or after April 1, 2016. Therefore, our annual 1, 2016 will not be directly comparable to the Restated Fina
ted March 31, 2016, with respect to financial information I on or after April 1, 2016 and until March 31, 2017, we hnts, for the preceding five years, included in this Draft Protion to IND (AS), see “Risk Factor” and “Financial Statem
tandalone, included in this Draft Prospectus, has been pre from other accounting principles, including IND (AS), whisults of operations and financial condition on page 15 andents applicable to public companies in India, subsequent
anges, we will be required to prepare our annual and interim. IND (AS) is different in many respects from Indian GA
r statutory reporting purposes under the Companies Act havd presentation of our financial statements after listing may different from, the preparation and presentation of th
this Draft Prospectus.
s between Indian GAAP, IND (AS) and UK GAAP. Accotatements included in this Draft Prospectus will provide meeader’s level of familiarity with Indian accounting practian accounting practices, Indian GAAP, IND (AS), the Cothe Restated Financial Statements presented in this Draugh we have included a summary of qualitative and quD (AS), our financial statements reported under IND (AS)mparable with our financial statements historically preparesed in this Draft Prospectus. You should consult your ow
ct on our financial data.
y percentage amounts, as set forth in this Draft ProspecOur Business”; “Management’s Discussion and An
tions” beginning on pages 15, 90 and 145 respectively, ha financial statements of our Company included in this Draft
ARKET DATA AND
a” in this Draft Prospectus d States” are to the United
to the page numbers of this
xtracted from the restated 2015; 2016; 2017 and 2018 accordance with the SEBI
ond decimal place and all
IFRS”, referred to as “IND h press note dated January d by the MCA on February e reported under IND (AS) nual and interim financial
d Financial Statements.
ation to be included in any , we have chosen to report
aft Prospectus under Indian tatement as Restated” for
en prepared under IGAAP, ), which may be material to
and 144 respectively. In quent to our Equity Shares interim financial statements an GAAP under which our ct have been prepared until may be not be comparable of the Restated Financial
Accordingly, the degree to ide meaningful information
ctices. Any reliance by he Companies Act and the s Draft Prospectus should nd quantitative differences (AS) in future accounting repared in accordance with ur own advisors regarding
rospectus, including in the d Analysis of Financial
ly, have been calculated on Draft Prospectus.
AKI India Limited
Currency and Units of Presentation
All references to “Rupees”, “Rs.”, “IIndia. All reference to “£” or “GBP” Our Company has presented certain represents 1,00,000. In this Draft Prothe amounts listed therein are due to r
Industry and Market Data
Unless stated otherwise, industry andRBI and industry publications. Indupublications has been obtained from snot guaranteed and their reliability cused in this Draft Prospectus is reliabadvisors have prepared or verified itthis Draft Prospectus is meaningfumethodologies used in compiling such Such data involves risks, uncertaintifactors, including those discussed in Accordingly, investment decisions sh In accordance with the SEBI (ICDR) beginning on page 74 of this Draft PrSuch information has been derived fro
Exchange Rates
This Draft Prospectus may contain cobeen presented solely to comply withas a representation that these currencyparticular rate or at all. The following table sets forth, for theRupee and the respective foreign curr
Currency March 31,
2018
Great Britain
Pound (£) 92.2846
Source: www.rbi.org.in
* Exchange rate as on March 28, 2012014 and March 29, 2014 being a pub Please note that the above exchangereflected in our Restated Financial Stexchange rates.
13
tation
s.”, “INR” or “`” are to Indian Rupees, the official currencBP” are to Great Britain Pound, the official currency of the
ertain numerical information in this Draft Prospectus in “LProspectus, any discrepancies in any table between the
ue to rounding-off.
ry and market data used throughout this Draft Prospectus h. Industry publications generally state that the informatio from sources believed to be reliable but that their accuracy ility cannot be assured. Although, we believe that the indu reliable, neither we nor the Lead Manager nor any of their rfied it independently. The extent to which the market and ningful depends on the reader’s familiarity with and ug such data.
rtainties and numerous assumptions and is subject to chaned in the section titled “Risk Factors” beginning on 15 of ons should not be based on such information.
CDR) Regulations, we have included in the section titled “raft Prospectus, information pertaining to the peer group entved from publicly available data of the peer group companie
tain conversions of certain other currency amounts into Indly with the SEBI ICDR Regulations. These conversions shorrency amounts could have been, or can be converted into
for the dates indicated, information with respect to the exchan currencies:
March 31,
2017 March 31, 2016 March 31, 2015
80.8797 95.0882 92.4591
8, 2014, as RBI Reference Rate is not available for March a public holiday, a Sunday and a Saturday, respectively.
hange rates have been provided for indicative purposes ocial Statements may not have been converted using any of
urrency of the Republic of of the United Kingdom.
in “Lakh” units. One lakh n the total and the sums of
ctus has been derived from rmation contained in those uracy and completeness are e industry and market data
their respective affiliates or t and industry data used in and understanding of the
o change based on various of this Draft Prospectus.
tled “Basis for Issue Price” up entities of our Company.
panies.
to Indian Rupees that have ns should not be construed into Indian Rupees, at any
exchange rate between the
, 2015 March 31, 2014*
.4591 99.8498
March 31, 2014, March 30,
oses only and the amounts ny of the above mentioned
AKI India Limited
FO
The Company has included statemen“will”, “aim”, “believe”, “expect”, “future”, “objective”, “goal”, “projeexpressions, that are or may be deeme All statements regarding the expecprospects are forward-looking statebusiness strategy, the revenue, profitaprojections contained in this Draft Pinvolve known and unknown risks, unor achievements to be materially difimplied by such forward-looking stresults, performance or achievementsthe section titled “Risk Factors”; “Results of Operations”; “Industry O
respectively of this Draft Prospectus. The forward-looking statements contas well as the assumptions made bybelieve that the expectations reflectedassure investors that such expectatcautioned not to place undue reliancematerializes, or if any of the underlyfinancial condition could differ matexpected. All subsequent written andin their entirety by reference to these Certain important factors that could include, but are not limited to, the fol
• Government behaviour towa
• General economic and busin
• Ability to retain the customeour ability to maintain a hicustomers;
• We operate in a significantly
• Regulatory changes relating to them;
• Our ability to successfully iour exposure to market risks
• The monetary and fiscal poliforeign exchange rates, equiin India and globally, chancompetition in our industry;
• Changes in the value of the R
• The occurrence of natural di By their nature, certain market risk dactually occurs in the future. As a rehave been estimated. Our Company, to, and do not intend to, update or othhereof or to reflect the occurrence ofruition. In accordance with SEBI reqare informed of material developmenrespect to Equity Shares being issueinvestors are informed of material devuntil the Equity Shares are allotted to
14
FORWARD LOOKING STATEMENTS
tements in this Draft Prospectus which contain words or phpect”, “will continue”, “anticipate”, “estimate”, “intend”“project”, “should”, “potential” and similar expressions o deemed to be forward looking statements.
expected financial condition and results of operations, statements. These forward-looking statements include profitability, planned initiatives. These forward-looking statraft Prospectus (whether made by us or any third party
sks, uncertainties and other factors that may cause the actually different from any future results, performance or achieving statements or other projections. Important factors thaments to differ materially include, but are not limited to, t
”; “Management’s Discussion and Analysis of Fina
try Overview”; and “Our Business” beginning on pagesectus.
s contained in this Draft Prospectus are based on the beliefsade by and information currently available to our managflected in such forward-looking statements are reasonable apectations will prove to be correct. Given these uncertaliance on such forward-looking statements. If any of these rnderlying assumptions prove to be incorrect, the actual rer materially from that described herein as anticipated, b
en and oral forward-looking statements attributable to us ar these cautionary statements.
could cause actual results to differ materially from our Comthe following:
r towards Leather Industry and Tannery.
business conditions in India and other countries;
ustomers is heavily dependent upon various factors includinin a high level of product quality including our satisfactory
icantly fragmented and competitive market in each of our bu
lating to the finance and capital market sectors in India and
fully implement our strategy, our growth and expansion, tet risks that have an impact on our business activities or inve
al policies of India, inflation, deflation, unanticipated turbuls, equity prices or other rates or prices, the performance of , changes in domestic and foreign laws, regulations and tustry;
f the Rupee and other currencies;
ural disasters or calamities; and
risk disclosures are only estimates and could be materiallys a result, actual future gains or losses could materially d
pany, the Lead Manager, or their respective affiliates do no or otherwise revise any statements reflecting circumstancesence of underlying events, even if the underlying assumpBI requirements, our Company and the Lead Manager willopments until the time of the grant of final listing and trad issued in this Issue, by the Stock Exchanges. Our Compial developments in relation to statements about our Compa
tted to the investors.
s or phrases such as “may”, ntend”, “plan”, “seek to”, ions or variations of such
tions, business, plans and lude statements as to the
ng statements and any other party) are predictions and actual results, performance achievements expressed or rs that could cause actual d to, those discussed under
inancial Condition and
pages 15, 145, 79 and 90
beliefs of our management, management. Although we able at this time, we cannot uncertainties, investors are these risks and uncertainties ual results of operations or ted, believed, estimated or o us are expressly qualified
ur Company’s expectations
ncluding our reputation and factory performance for the
our business segments;
ia and our ability to respond
ion, technological changes, r investments;
turbulence in interest rates, ce of the financial markets and taxes and changes in
terially different from what ially differ from those that do not have any obligation tances arising after the date
ssumptions do not come to er will ensure that investors d trading permissions with
Company will ensure that ompany in this Prospectus
AKI India Limited
Any investment in equity securitiesinformation in this Draft Prospectus,investment in our Equity Shares. Ttogether with section titled “Our B
Condition and Results of Operatio
financial and statistical information co Any of the following risks, as well ashave an adverse effect on our businesthe trading price of our Equity Shainvestment. The risks and uncertainAdditional risks and uncertainties noan adverse effect on our business, res This Draft Prospectus contains forwresults could differ materially from factors, including the considerations d The financial and other related implithe risk factors mentioned below. Hohence has not been disclosed in suchto accept the risk of losing all or paradvisors about the consequences to yo The financial information in this secFinancial Statements prepared in acco2013 and SEBI (ICDR) Regulations.events may not be material individuamaterial impact qualitatively instead have material impacts in the future.
1. Our Promoter, Mr. Asad Kamal
adverse decision in such proce
operations and financial conditi
Our Promoter, Mr. Asad KThese legal proceedings areand forums. Mentioned below are the deIraqi and Anwar Kamal Iraqthe extent quantifiable, baseits Board meeting held on D
Sr.
No.
Nature of Ca
(I) Litigations filed against our Promo
1. Tax Direct Tax
2. CIVIL Indirect Tax
(II) Litigations filed by our Promoter
1. Tax Direct Tax
2. CIVIL Indirect Tax
(III) Litigations filed against our Prom
1. Tax Direct Tax
2. CIVIL Indirect Tax
(IV) Litigations filed by our Promoter
15
SECTION II: RISK FACTORS
RISK FACTORS
urities involves a high degree of risk. You should carefectus, including the risks and uncertainties described belores. To obtain a more complete understanding, you sho
ur Business” and “Management’s Discussion and An
rations” beginning on pages 90 and 145 respectively, tion contained in this Draft Prospectus.
well as the other risks and uncertainties discussed in this Drusiness, financial condition, results of operations and prosp
ty Shares to decline, which could result in the loss of acertainties described in this section are not the only riskies not known to us or that we currently believe to be immss, results of operations, financial condition and prospects.
s forward-looking statements that involve risks and uncefrom those anticipated in these forward-looking statementions described below and elsewhere in this Draft Prospectu
implications of risks concerned, wherever quantifiable, haw. However, there are certain risk factors where the effect i such risk factors. You should not invest in this Issuing unor part of your investment, and you should consult your tas to you of an investment in the Equity Shares.
his section is, unless otherwise stated, derived from our Cin accordance with Indian GAAP, as per the requirements oations. The risk factors have been determined based on thividually but may be found to be material collectively, somstead of quantitatively and some events may not be materi
amal Iraqi and Anwar Kamal Iraqi is party to certain le
roceedings may have a material adverse effect on our
ndition.
sad Kamal Iraqi and Anwar Kamal Iraqi is party to certags are pending at different levels of adjudication before var
the details of the proceedings pending against our Promoal Iraqi as on the date of this Draft Prospectus along with the, based on the materiality policy for litigations, as approve on December 09, 2017:
of Cases No. of outstanding
cases
Amo
quan
Promoter, Mr. Asad Kamal Iraqi
3
NIL
moter
NIL
NIL
r Promoter, Mr. Anwar Kamal Iraqi
1
NIL
omoter
carefully consider all the d below, before making an u should read this section
d Analysis of Financial
ively, as well as the other
Draft Prospectus, could prospects and could cause s of all or a part of your y risks that we may face. e immaterial may also have ects.
d uncertainties. Our actual tements because of certain spectus.
ble, have been disclosed in ffect is not quantifiable and ing unless you are prepared our tax, financial and legal
our Consolidated Restated ents of the Companies Act
on their materiality. Some y, some events may have a material at present but may
in legal proceedings. Any
our business, results of
certain legal proceedings. re various courts, tribunals
Promoter, Mr. Asad Kamal ith the amount involved, to proved by the Company in
Amount to the extent
quantifiable (in `)(1)
37,140
NIL
NIL
NIL
3,320
NIL
AKI India Limited
(1)The amounts mentioned athe concerned authorities fomay be levied is unascertain There can be no assuranceconsequently it may divert resources and we may incur in our financial statements,determined against our Promfinancial condition and resuEquity Shares. For further details of such catitled “Outstanding Litigat
Prospectus.
2. We face significant competition
market share and adversely affe
Our industry is highly compeand may be materially and amay result in pricing pressurmarket share, any of which co
Competition in the Leather Mfragmented markets, and ccustomer preferences. The ptheir products at highly comp We compete directly againmarket share, established cagainst domestic retailers,competitors are large footwebasis of price range, producorder to compete effectivelyand innovative in respondipreferences, and offer consprices. Further, foreign inveadversely affected by new entheir economic condition. Some of our competitors competitors that are smallerand their concentrated size apage 90.
3. Our business is dependent on c
purchases by, such customers
operations and future prospects
A majority of our revenue itop ten customers contribute2018. Since we are largely dloss of any one of our key chave a material adverse effprospects.
1. Tax Direct Tax
2. CIVIL Indirect Tax
16
oned above may be subject to additional interest rates/ penties for delay in making payment or otherwise. Amount oertainable as on the date of this Draft Prospectus.
urance that these litigations will be decided in favour oivert the attention of our management and Promoters and
incur significant expenses in such proceedings and may havments, which could increase our expenses and liabilitiesr Promoter, there could be a material adverse effect on ourd results of operations, which could adversely affect the
uch cases and the cases filed by and against our Promoters, tigation and Material Developments” beginning on pag
tition in the Indian Leather Manufacturing market, wh
affect our business, financial condition, results of opera
ompetitive and our results of operations and financial condi and adversely affected by, competitive pricing and other ressures, reduced profit margins or lost market share or aich could substantially harm our business and results of ope
ather Manufacturing industry is significant. We operate in hiand competition in these markets is based primarily on The players in the Leather Manufacturing Industry sectoy competitive prices and many of them are well established i
against wholesalers and direct retailers of other compashed companies selling internationally renowned footweaailers, regional competitors and local unorganised plafootwear companies with strong brand recognition. We comproduct range, brand image, style, performance and qualitytively, we must continue to maintain our brand image and rponding to rapidly changing market demands, fashion t
r consumers a wide variety of high quality fashionable fon investment in the retail business has recently been liberalinew entrants or foreign investment in existing competitors,
itors may be larger than us in terms of business volummaller specialized companies may compete effectively agai size and focus. For details of our competitors, see the sectio
on certain principal customers and the loss of, or a sig
mers could adversely affect our business, financial c
ects
enue is derived from our top ten domestic and overseas cutributed 24.34%, of our revenue from operations in the pergely dependent on certain key customers for a significant po key customers or a significant reduction in demand from sse effect on our business, financial condition, results of o
NIL
NIL
s/ penalties being levied by unt of interest/penalty that
vour of our Promoter and rs and waste our corporate ay have to make provisions
bilities. If such claims are on our reputation, business, ct the trading price of our
oters, please see the chapter on page 153 of this Draft
t, which may reduce our
perations and prospects.
l conditions are sensitive to, other factors. Competition re or a failure to grow our of operations.
te in highly competitive and rily on market trends and sector in India often offer ished in their local markets.
ompanies with substantial otwear brands, as well as d players. Many of our e compete primarily on the quality. We believe that in
e and reputation, be flexible hion trends, and consumer ble footwear at affordable
iberalized, and we could be itors, which would enhance
volume. In addition, our y against us based on price section “Our Business” on
a significant reduction in
ial condition, results of
eas customers. Sales to our he period ended March 31, ant portion of our sales, the from such customers could ts of operations and future
NIL
NIL
AKI India Limited
Further, since our business iexperience reduction in cash Additionally, the loss of andifficulty securing comparabnew customers in a timely mcustomers, including our lareasily re-allocate our resourretain some of our significaplace restraints on our resour The occurrence of any of thcondition, results of operatio
4. Our Company had negative ca
financing activities in some of
same are summarized as under:
Standalone
Particulars 31
st M
20
Cash Flow from Operating Activities
313
Cash Flow from Investing Activities
48.
Cash Flow from Financing Activities
(415
Net change in Cash & Cash Equivalents
(53.
5. We are penetrated in the Kanp
associated with expansion into
markets or penetrate existing ma
Expansion into new geograchallenges, including those regulations and economic cand managing such operatiregions may also affect ourentering new geographic maface significant competition Major challenge is high inflaThis is posing a big problecompared to increase in cosincreasing per annum alongdue to the world economic cwe are rigorously exploring highly competitive.
By expanding into new geoestablishing and conducting
� compliance with aincluding uncertaininterpretation;
� uncertainties with n� inability to understa� exposure to expropr� Political, economic
17
iness is presently concentrated among a few significant cusn cash flows and liquidity if we lose one or more of our top
of any key customer may significantly affect our revenumparable levels of business from other customers or may
ely manner or at all to offset any loss of revenue from the lour largest customer or even our top ten customers. We maresources and assets in a timely or efficient manner. Addnificant customers we may also be required to offer terms
resources and reduce our profitability.
y of the above may have a significant adverse impact on oerations and future prospects.
ve cash flows from our operating activities, investing
e of the previous year(s) as per the Restated Financial
der:
March
2018
31st March
2017
31st March
2016
31st Ma
2015
313.91 118.37 279.15 93.48
48.10 (93.87) (261.64) (246.87
(415.12) (52.26) (56.53) 233.51
(53.11) (27.75) (39.02) 80.12
anpur region only and in future if penetration to oth
into new geographic markets. Any inability to expand
g markets may adversely affect our growth and future pr
geographic regions, including different states in India, suthose relating to our lack of familiarity with the culture, cmic conditions of these new regions. Language barriers, dperations coupled with, the lack of brand recognition anct our ability to expand into newer geographic regions. Tic markets and expanding operations, may be higher than etition in such markets.
h inflation rate in India and shortage of Leather and dedicatproblem as the acceptable selling price does not increase in cost of raw material and labour costs and specially lea along with shortage of availability. This is a huge challengomic conditions and specially reduction in cost of crude oiloring local markets, specially tendering work for the gover
w geographical regions, we could be subject to additional cting operations, including:
with a wide range of local and municipal laws, regulacertainties associated with changes in laws, regulations an
with new local business partners including franchisees and lderstand consumer preferences and local trends in such new
xpropriation or other government actions; and nomic and social instability.
ant customers, we may also ur top customers.
evenues and we may have may not be able to secure m the loss of any of our key
e may also not be able to r. Additionally, in order to r terms to them which may
t on our business, financial
ting activities as well as
ncial Statements and the
(` In Lakh)
st March
2015
31st March
2014
93.48 (368.01)
246.87) (442.54)
233.51 861.43
80.12 50.89
other is subject to risks
and into new geographic
re prospects.
dia, subjects us to various ture, consumer preferences, riers, difficulties in staffing ion and reputation in such ions. The risks involved in than expected, and we may
edicated skilled manpower. crease in the same ratio as lly leather which has been hallenge. Exports are down ude oil. To offset the same government. However it is
tional risks associated with
regulations and practices, ons and practices and their
s and logistics partners; ch new regions;
AKI India Limited
Further, we may also face sin such markets and may haplayers if we are unable to oin such markets. By expanliability and could lose somefinancial condition and resul We continuously seek to incdifferent markets and geograand appoint new distributornew geographic regions dueincluding any exclusive arra
Further, we may not be abspecified above. Any inabilitadversely affect our growth,
6. We rely with respect to our reta
Any failure to maintain relation
of operations and financial cond
We operate our retail businenot entered into contractual awas operated by us through able to fulfill their obligationentered. We do not enter into any shoentity. Distributors, as indepour strategies regarding the default on their payment oblany exclusivity arrangemencompetitors.
7. We require certain approvals an
with certain rules and regulatio
such approvals and licences or
retain them in a timely manner o
We require several statutorysome of which our Companof these approvals are granrenewal of the said permitshaving a material adverse eCompany is yet to make acertificates to reflect its currany of such permits or approapply for the following appProspectus:
(i) Facto
(ii) EnvirTannery.
(iii) ExporBureau, Uttar Prade
18
face significant competition from other players who may aay have a significant market share. We may not be able t
le to offer competitive products at better price points whichexpanding into new geographical regions, we may be ex
e some or all of our investment in such regions, as a result o results of operations could be adversely affected.
to increase penetration through distribution by engaging dgeographies. We cannot assure you that we will be able toibutors. Further, we may not be able to enter into distribus due to existing relationships of our competitors with distre arrangements that may be in place.
be able to continue to penetrate existing markets due toinability to enter into new geographic markets or penetrate eowth, future prospects, financial condition and results of op
retail business on our distributors with respect to our d
ationships with such third parties could adversely affect
condition.
business substantially through our Promoter Group Entity,ctual arrangements. As at January 31, 2018, of our 1 (one) erough our Group Entities. We cannot assure you that our Gigations under such agreements entirely, in a manner accep
ny short or long term agreements with our other distributor independent business operators, may, from time to time, g the business or our interpretation of our respective rightsnt obligations, which may result in higher provisioning. Fuements with our distributors. Accordingly, our distributor
ls and licenses in the ordinary course of business and ar
lations to operate our business, and the failure to obta
es or comply with such rules and regulations, and the
ner or at all may adversely affect our operations.
atutory and regulatory permits, licenses and approvals to mpany has either received, applied for or is in the process
e granted for fixed periods of time and need renewal fromermits and licenses would adversely affect our Company’erse effect on our business, results of operations and finaake applications to respective authorities for updating e
ts current name. There can be no assurance that the relevantr approvals in the time-frame anticipated by us or at all. Oug approvals and the receipt of the same are pending as
Factory License in relation to Tannery
Environmental Clearance for Raw skins and hides from Ce
Export Promotion Bureau Registration Certificate from Pradesh
may already be established e to compete with such
which appeal to consumers be exposed to significant esult of which our business,
ging distributors targeted at ble to successfully identify istribution arrangements in h distributors in such areas,
due to any of the reasons trate existing markets could of operation.
our distribution business.
ffect our business, results
ntity, with whom we have (one) exclusive retail stores, t our Group Entities will be acceptable to us, or at all if
ributors and also our Group time, disagree with us and rights and obligations, our ng. Further, we do not have ributors may deal with our
d are required to comply
obtain, retain and renew
the failure to obtain or
ls to operate our business, rocess of application. Many al from time to time. Non-pany’s operations, thereby
nd financial condition. Our ting each of the aforesaid levant authorities will issue ll. Our Company has yet to g as on date of this Draft
Central Government for
from Export Promotion
AKI India Limited
(iv) Applicfactory premises (v) Licen(vi) BoilerAuthority (vii) Regist
We may be penalized for obtained the requisite licenseveral conditions and we caconditions or be able to provlead to the cancellation, revoby us to apply in time, to recancellation, suspension or interruption of our operatiocomply with all applicablimplementation change, we our business activities, anydetails, please see chapters
Other Approvals” at pages
8. Activities involving our manufac
property in certain circumstance
adversely affect our production
Our business involves manuwith respect to the raw matefacilities and maintain whatoccur in our facilities. An acenvironmental damage, manand/or imposition of liabilitproceedings which is difficusignificant. As a result, the caccident or arising out of anhave a negative effect on oparticular, if operations at significant workplace accidterrorism, adverse weather performance may be adverseor meet inventory schedulesand reduce our sales, and situation or to defend litigaaffect our profitability, busin
9. Our growth will depend on our
impact on our ability to compete
We believe that continuous services. Promoting and poefforts and our ability to pincreased revenues, and evein building our brand. If weand results of operations cou
10. Our cost of manufacture of pr
inability to pass on costs to cons
We rely on contract manufabusiness. Further, we believ
19
Application for registration as a small industry under MSM
License for Weighing Balance from Legal Metrology DepBoiler Certificate from Director, Industrial Safety and
Registration under Contract Labour (Regulation & Abolitiond for non-compliance with the aforementioned laws for license. Further, some of our permits, licenses and app we cannot provide any assurance that we will be able to coto prove compliance with such conditions to the statutory aun, revocation or suspension of relevant permits, licenses or a, to renew, maintain or obtain the required permits, licenseon or revocation of any of the permits, licenses or approverations and may have a material adverse effect on the blicable regulations or if the regulations governing ou
e, we may incur increased costs, be subject to penalties or s, any of which could adversely affect our results of opapters titled “Key Industry Regulations and Policies” an
ages 113 and 158 respectively of this Draft Prospectus.
ufacturing process can be dangerous and can cause inju
tances. A significant disruption at any of our manufactur
tion schedules, costs, sales and ability to meet demand.
manufacturing processes that can be dangerous to our em materials in use. Although we employ safety procedures inwhat we believe to be adequate insurance, there is a risk
An accident may result in casualty, injury, destruction of pre, manufacturing or delivery delays, or may lead to suspensliabilities and/or criminal proceedings and investigation. Tdifficult to assess or quantify, and the cost to defend such, the costs to defend any action or the potential liability rest of any related litigation, and any negative publicity assoct on our business, reputation, financial condition and resuns at our manufacturing facilities were to be disrupted accident, equipment failure, natural disaster, power out
er conditions, labour dispute, obsolescence or other rdversely affected as a result of our inability to meet demanedules for our products. Interruptions in production may , and may require us to make substantial capital expend litigation that we may become involved in as a result, w, business, reputation, financial condition and results of oper
our ability to develop our brand and failure to do so
pete in the finance industry.
nuous brand building is necessary for achieving widespreand positioning our brand will depend largely on the succy to provide high quality services. Brand promotion actid even if they do, any increased revenues may not offset t If we fail to promote and maintain our brand, our businesns could be adversely affected.
of products using contract manufacturers may increas
consumers and distributors may result in reduction in ou
anufacturers for the manufacture of finished products withbelieve one of our key attributes is to provide affordable
r MSME Act in relation to
Department y and Health Competent
olition) Act, 1970. s for which we have not d approvals are subject to e to continuously meet such tory authorities, which may es or approvals. Any failure icenses or approvals, or the pprovals may result in the the business. If we fail to ng our business or their ies or suffer a disruption in of operations. For further ” and “Government and
injury to people or
cturing facilities may
our employees, specifically ures in the operation of our a risk that an accident may n of property or equipment, uspension of our operations tion. The outcome of such d such proceedings may be lity resulting from any such associated therewith, may d results of operations. In rupted as a result of any er outage, fire, explosion, ther reasons, our financial demands of our distributors
also increase our costs xpenditures to remedy the sult, which may negatively f operations.
so may have a negative
espread recognition of our e success of our marketing n activities may not yield ffset the expenses we incur usiness, financial condition
rease in the future. Any
n our margins.
ts with respect to our retail dable fashion for the entire
AKI India Limited
family. The MRP of each sproducts is dependent on, the Typically, our products soldentail higher production cosmanufactures, which may incost of labour and other utilinotice or at all, with vendorin the MRP of our productassure you that consumers wsuch enhanced price range.business would result in loprofitability and financial co
11. Our results of operations may b
changes in fashion trends and c
Our markets for products areintroductions. Our results oconsumer preferences and defashion trends as well as copreferences or fashion trendproducts or launch new probecome obsolete and we mdemand for our products or and higher markdowns, eachresults of operations and fina
12. Our company has unsecured loa
Our Company has currentlytime. In the event that the lfind alternative sources of fiat all.
13. We do not own a few of the trad
Our corporate name and logby way of an unregistered trtrademark names will not beour control, including custosource. Further, we cannotenjoyment of the aforesaid license agreement/understanarrangement, any damage tohave an adverse effect on ouApprovals on page 158.
14. Failure to successfully procur
Material (Rawhide) or to identif
Our distribution business dematerial suppliers. India hasbuffalo and 11% of the worlwe are unable to continue toall, our business will be addepends significantly on saobligations. There can be no
20
each stock keeping unit (“SKU”) and the average selling on, the cost at which we procure such products from contrac
ts sold through our exclusive retail stores are high value on costs. We may not be able to control the costs of produ
ay increase in the future, including due to increase in the cer utilities. We may be unable to replace our existing outsouendors who provide more competitive pricing. Further, an
roducts, may affect our ability to provide affordable footmers will continue to prefer our products over the products range. Further, our inability to pass the entire cost to cont in lower margins from the retail business, which maycial condition.
ay be materially adversely affected by our failure to antic
nd consumer preferences in a timely manner.
cts are characterised by rapidly changing consumer preferensults of operations are dependent on our ability to anticip and design new products or modify our existing products in as consumer demands and preferences. If we are unable to trends, or if we are unable to adapt to such changes by mew products on a timely basis, we may lose customers, we may be subject to pricing pressure to clean up our invcts or a misjudgement on our part could, among other thing
each of which could have a material adverse effect on ond financial condition.
d loans that may be recalled by the lenders at any time.
rrently availed unsecured loans which may be recalled byt the lenders seeks a repayment of any such loans, our coms of financing, which may not be available on commercially
trademarks that we use
nd logo that is used by our Company islicensed tred trademark license agreement/understanding. We cannot
not be adversely affected in the future by events such as ac customer complaints and dissatisfaction or adverse publ
cannot assure you that we will continue to have the uesaid trademark names.In the event that we are unable to derstanding or in the event our promoter terminates/dage to these trademark names, if not immediately and suffi on our business and results of operations. For details, see
ocure raw materials and non-availability or high cos
entify new raw material suppliers could adversely affect u
ess depends on our ability to attract and retain high quality ia has an abundance of raw materials with access to 20%
e world’s goat and sheep populations. In the event of non-avnue to procure raw materials at competitive prices, at terms be adversely affected. Furthermore, the success of our s on satisfactory performance by our suppliers and their be no assurance that there will not be a significant disrup
lling price (“ASP”) of our ontract manufacturers.
value products, which also production of our contract n the cost of raw materials, outsourced vendors at short er, any substantial increase e footwear, and we cannot ducts of our competitors at to consumers in our retail h may in turn, affect our
anticipate and respond to
references and new product anticipate such changes in ucts in line with changes in able to anticipate consumer by modifying our existing mers, our inventory would ur inventory. A decline in things, lead to lower sales,
ct on our brand, reputation,
led by their lenders at any ur company would need to rcially reasonable terms, or
nsed to us by our Promoter cannot assure you that these as actions that are beyond
e publicity from any other the uninterrupted use and ble to renew the trademark nates/discontinue the said sufficiently remedied, can
see Government and Other
cost of quality of Raw
fect us.
uality and cost efficient raw 20% of world’s cattle and
availability of Rawhide
terms acceptable to us or at our supplier relationships their fulfillment of their
disruption in the supply of
AKI India Limited
raw materials currently souralternative suppliers of mateprice, or at all. While we amaterial supply and pricing global demand and supply, glabour unrest, natural disastthere are uncertainties inheassumptions that we may usean increase in our manufactuin turn, may adversely impaour products and seek suitacompetitive rates or at all.
15. Our customer contracts/arrang
notice or penalty, which could n
Most of our customer arrancause, usually at short notiagreements with customers athe decisions and actions ofthat are outside our controlcustomer. Any of these facto
16. Our success largely depends
Management Personnel as w
Key Management Personnel o
adversely affect our business,
We depend on the managestrategies, monitoring their ssignificantly depend on thePersonnel. Our future perforour management team. If oncontinue in his or her prereplacement and our busines There is significant competitwhich we operate, and it maThere can be no assurance thand other perquisites to suchtalented employees, as requwhich are largely out of our business, financial conditionsee “Our Management” on p
17. Our business is manpower in
on contract. Our business ma
or at commercially attractive
Our success depends on our manpower intensive and our cstaff. As we expand our netwmarket and the retail industrattrition rates especially at temployees, particularly our saemployees could also adverseattrition rate could also resulknowledge and customer relmaterially and adversely affecassure you that we will be ab
21
y sourced by us or, in the event of a disruption, that we wof materials or third party manufacturers of comparable qu
e we are not significantly dependent on any single raw mricing can be volatile due to a number of factors beyond opply, general economic and political conditions, transportat disasters, competition, import duties, tariffs and currencys inherent in estimating such variables, regardless of theay use. Further, any significant increase in raw material cos
nufacturing costs, which we may not be able to pass on to oy impact our margins and results of operations. Further a sk suitable alternative raw materials, which we may not b
rangements can typically be terminated without cause
ld negatively impact our revenues and profitability.
arrangements/contracts with private parties can be terminrt notice and without termination related penalties. Additmers are without any commitment to future work. Our busons of our customers, and there are number of factors relaontrol and which might result in the termination of a proe factors could adversely affect our revenues and profitabilit
ends upon the knowledge and experience of our Pro
as well as our ability to attract and retain skilled person
nel or our ability to attract and retain them and other sk
ess, results of operations and financial condition.
anagement skills and guidance of our Promoters for deve their successful implementation and meeting future challenon the expertise, experience and continued efforts of ouperformance will depend largely on our ability to retain the. If one or more of our Key Management Personnel are u
er present position, it could be difficult for us to find usiness could be adversely affected.
mpetition for management and other skilled personnel in thed it may be difficult to attract and retain the personnel we ance that our competitors will not offer better compensationo such skilled personnel. Further, in the event we are not abls required for conducting our business, or if we experienceof our control, or if we are unable to motivate and retain exndition and results of operations may be adversely affected
” on page 122.
er intensive and a high proportion of our total staff com
s may be adversely affected if we are unable to obtain em
tive costs.
n our ability to attract, hire, train and retain skilled person our continued growth depends in part on our ability to recr
r network, we will need experienced manpower that has knndustry to operate our stores. Typically, the retail industy at the store level. There can be no assurance that aour sales personnel, will not increase. Further, an increase idversely affect our financial condition. A significant incre result in decreased operational efficiencies and producter relationships, and an increase in recruitment and tra affecting our business, results of operations and financial
be able to find or hire personnel with the necessary exper
we would be able to locate ble quality at an acceptable raw material supplier, raw yond our control, including sportation and labour costs, rrency exchange rates, and of the methodologies and
ial costs could also result in on to our customers, which, her a significant number of not be able to procure at
use and with little or no
terminated with or without Additionally, most of our ur business is dependent on s relating to our customers
f a project or the loss of a itability.
Promoters and our Key
ersonnel. Any loss of our
er skilled personnel could
r development of business hallenges. Further, we also of our Key Management ain the continued service of are unable or unwilling to find a suitable or timely
l in the footwear industry in el we require in the future. sation packages, incentives
not able to attract and retain erience high attrition levels ain existing employees, our ffected. For further details,
f comprises of employees
in employees on contract
personnel. Our business is to recruit and retain suitable has knowledge of the local industry suffers from high that attrition rates for our rease in costs to retain such t increase in our employee roductivity, loss of market nd training costs, thereby ncial condition. We cannot experience or expertise to
AKI India Limited
operate our retail stores in our we are unable to hire people wbe severely disrupted, finanFurthermore, a high proportioemployees on contract. Whilethe necessary flexibility and hmakes us more susceptible to with our competitors in the manpower costs in India, whicmargins. We may need to incpersonnel in the future and ththat as we continue to grow expenses will not significantly
18. Failure to successfully procure
affect us.
Our business depends on oursuppliers. In the event we are acceptable to us or at all, our Furthermore, the success of ouby our suppliers and their fulfia significant disruption in thedisruption, that we would be aof comparable quality at an acc
19. Our inability to identify and und
preferences and develop new
business.
The Indian Market is chaproducts, price fluctuations industry requirements or in or obsolete. Our ability tsuccessfully develop and unidentified needs among ouin our ability to remain comthe necessary technologicatechnical assistance agreemewe will be able to respond may also be required to makour resources and may not knowledge in a timely mannour business and results of o Moreover, we cannot assurenecessary for us to remainFurther, if we do not continufeatures and design, as wellmarket share and our revenuassociated with new producdevelopment and failure of pWe need to identify and undproactively and on a timelyexpenditures for developmeyou, however, that we will products for our customers’new products in order to camaterial adverse effect on ou
22
in our existing markets or new markets that we are entering ople with the necessary knowledge or the necessary expert
financial condition and results of operations may beportion of our total staff, including our sales personnel, tyWhile we believe that such a high proportion of employees and helps us run our business in an efficient and cost-effeble to sudden shortages and lack of skilled personnel whilen the market we operate. Additionally, we have seen an, which has had a direct impact on our employee costs and
to increase compensation and other benefits in order to aand that may materially affect our costs and profitability. W grow our business in the future, our employee costs cocantly increase.
cure raw materials or to identify new raw material supp
n our ability to attract and retain high quality and cost ee are unable to continue to procure raw materials at compe
, our business will be adversely affected.
s of our supplier relationships depends significantly on satiir fulfillment of their obligations. There can be no assurancein the supply of raw materials currently sourced by us d be able to locate alternative suppliers of materials or third an acceptable price, or at all.
d understand evolving industry trends, technological adv
ew products to meet our customers’ demands may
is characterised by technological advancements, introduations and intense competition. Changes in consumer prefe or in competitive technologies may render certain of our prility to anticipate changes in technology and regulatorand introduce new and enhanced products to create
ong our current and potential customers in a timely manner,n competitive. However, there can be no assurance that we logical knowledge, through our own research and devereements that will allow us to continue to develop our propond to industry trends by developing and offering cost efto make significant investments in research and developmey not provide results that can be monetized. If we are u manner, or at all, we may be unable to effectively implemets of operations may be adversely affected.
assure you that we will be able to achieve the technological emain competitive or that certain of our products will nontinue to distinguish our products through distinctive, techs well as continue to build and strengthen our brand recogrevenues and earnings could decline. We are also subject product introductions, including lack of market acceptancre of products to operate properly which may lead to increasnd understand the key market trends and address our custotimely basis. As a result, we may incur, and have in the lopment of products to meet the demands of our custome
will be able to install and commission the equipment nemers’ in time. Our failure to successfully and timely deve to cater to the requirements of our customers and industryt on our business, financial condition, results of operations a
tering into. In the event that expertise, our business may ay be adversely affected. nel, typically comprised of loyees on contract gives us
effective manner, it also l while competing for them een an increasing trend in ts and consequently, on our er to attract and retain key ility. We cannot assure you sts coupled with operating
suppliers could adversely
cost efficient raw material competitive prices, at terms
n satisfactory performance urance that there will not be y us or, in the event of a r third party manufacturers
l advancements, customer
ay adversely affect our
introduction of innovative r preferences, regulatory or our products less attractive gulatory standards and to reate new or address yet anner, is a significant factor at we will be able to secure development or through ur product portfolio or that cost effective products. We lopment, which may strain are unable to obtain such plement our strategies, and
gical advances that may be will not become obsolete. e, technologically advanced recognition, we could lose bject to the risks generally eptance, delays in product ncreased warranty claims. customers’ evolving needs n the past incurred, capital stomers. We cannot assure ent needed to manufacture y develop and manufacture dustry trends could have a
tions and future prospects.
AKI India Limited
20. We are also involved in the exp
our business and results and ope
In fiscal 2018, our revenue fability to continue to genersignificantly depends on our customers, non-adherence toadversely affect our business. customers who have the businbusinesses on schedule, or whrequirements. Any inability topublic policy, may adversely a
21. Some of our corporate record
Registrar of Companies are not
Our Company does not haveand increase of authorised casecretarial documents such Company has made wrongly 2016-17. Thus, we may be lia
22. Relevant copies of educational
not traceable.
Relevant copies of the educacannot assure you that the bavailable in a timely manner o
23. If we are unable to maintain an
have a material adverse effect on
We believe that the brand business. We also believe texpanding our customer basmake substantial investmentactivities, and these investmcontinue to be receptive to o In particular, as we expand ithese markets will accept ounew markets and as the mbrand and sub-brands mayadversely affected if our puband enhancing our brand anrespond in a timely manner continue to provide high qumaintain or enhance our braharmed.
24. Our Company has in the past e
future.
We have entered into and main the Restated Financial Staour Promoters, Directors ancertain members of the Proparty transactions, please seebelieve that all such transac
23
export of our products. Our inability to sustain these b
d operations.
enue from exports accounted for 88.17% of our revenue fgenerate revenue and increase demand for our produc
n our international customers. Changes in relationships wce to product standards or other contractual breaches oiness. We cannot assure you that we will be able to retain o business abilities or financial resources necessary to deve or who will conduct operations in a manner consistent wility to sustain such businesses, including due to reduced rsely affect our profitability, business and results of operatio
ecords/documents including corporate registers and f
not traceable
t have all supporting documents and/or RoC filings in relased capital during the period from 1994 till 2005. Further,
uch as Minutes, notices of Board Meeting, General Mongly disclosures in the Annual Return for the financial year be liable for payment of penalty in future.
nal qualifications and experience certificate of our Prom
educational qualifications of our promoters and Directors t the back-ups for the relevant copies of the educational qanner or at all.
in and enhance our brand, the sales of our products may
ect on our financial condition and results of operations.
brand we have developed has significantly contributed toieve that maintaining and enhancing the brand, are criticaer base. Maintaining and enhancing our brand and sub-brantments in areas such as research and development, marketinvestments may not be successful. There can be no assurance to our sub-brands.
pand into new geographic markets, there can be no assuranept our brand and sub-brands. We anticipate that, as our bhe market becomes increasingly competitive, maintaining may become increasingly difficult and expensive. Ourur public image or reputation is tarnished by any negative pand and sub-brands will depend largely on our ability to aanner to changing fashion trends and consumer demands anigh quality products, which we may not do successfully.ur brand image, our results of operations may suffer and
ast entered into related party transactions and may con
and may in the course of our business continue to enter into ial Statements contained in this Draft Prospectus with relateors and Group Companies. Further, there are certain lease Promoters and Promoter Group. For further details in r
ase see the section entitled “Related Party Transactions” onransactions have been conducted on an arm’s length basis
ese businesses may affect
enue from operations. Our products outside of India ips with such international ches or irregularities may etain or attract international o develop and operate their tent with our standards and uced demand or change in erations.
nd forms filed with the
in relation to the allotment rther, we do not have some eral Meeting. Also, our
al year 2014-15, 2015-16 &
Promoters, Directors are
ctors are not traceable. We ional qualifications will be
may suffer which would
ns.
uted to the success of our critical to maintaining and
brands may require us to arketing and brand building surance that consumers will
ssurance that consumers in our business expands into taining and enhancing our . Our brand may also be ative publicity. Maintaining ty to anticipate, gauge and nds and preferences, and to sfully. If we are unable to r and our business may be
continue to do so in the
r into transactions specified related parties that include in leases entered into with ls in relation to our related
” on page 142. While we h basis and in the ordinary
AKI India Limited
course of business, there canFurthermore, it is likely that There can be no assurance material adverse effect on ou
25. A significant amount of the rev
our ability to pay dividends on
repatriate cash payments from o
A significant amount of tincorporated in United Kingdepends on the success of jurisdictions where they are and/or cash payments are alexchange laws. In addition,including financing arrangeinvestments in the Subsidieventually we may not be cannot assure you that our Sbe able to pay dividends or oentities to generate profits, pon our cash flows and results
26. Our Company may not be able t
outsourced vendors in a timely
business, financial condition an
We rely on outsourced venthrough our retail business through our distribution budisruption in supply of proconsistency of the products lower sales. Should our supply of producof products, in time to meet not be able to procure same or at all. Such disruption in sreputation.
27. We may incur significant advert
We believe that our future suability to communicate effecand focused marketing andbuilding could also erode or invest significant resources tnew geographic markets wmarketing and advertising vrequired to make further inprospects and growth.
28. Conflicts of interest may arise
and of our Promoters Group.
AKI International, proprietarybusiness, mainly into distribbusiness through the same a
24
e can be no assurance that we could not have achieved my that we may enter into related party transactions in the futurance that such transactions, individually or in the aggregt on our financial condition and results of operations.
e revenue of our Company is contributed through our S
on the Equity Shares depend on our ability to obtain c
om our Subsidiary.
t of the revenue of our Company is contributed thro Kingdom. The ability of our Subsidiary to generate returss of their business operations, financial condition and apy are incorporated. Further, the ability of our Company to r
are also dependent on, inter alia, Indian and foreign taxatdition, our Subsidiary maybe restricted from giving us divrrangements and charter provisions. We may not be aubsidiary and may not derive fair value from our invot be able to derive any investment income from the Sut our Subsidiary will generate sufficient profits and cash flods or other cash payments to our Company. The inability ofofits, pay dividends and/or cash payments could have a ma results of operations.
ble to obtain sufficient quantities or desired quality of fin
ely manner or at acceptable prices, which could adver
n and results of operation.
ed vendors for manufacturing of finished products includsiness at our exclusive retail stores. Further, some of ouron business is also procured from outsourced vendors. Tof products from our outsourced vendors, or insufficiencducts supplied, would result in shortfall in supply, lower s
products be disrupted, we may not be able to procure altern meet the demands of our customers or maintain our invento same products from other vendors of acceptable quality or oon in supply would materially and adversely affect our busin
dvertising and marketing costs to promote our brand in th
ture success will be partially influenced by further developme effectively about our products to various target consumeg and advertising initiatives. Insufficient investments in de or impede the development of our brand. Accordingly, wrces towards marketing and brand building exercises, speciets where we intend to penetrate. Further, we cannot
sing ventures will be successful and achieve their objectivther investments than anticipated. This could have an a
rise out of common business object shared by our com
rietary firm of our promoter Mr. Asad Iraqi is also engageddistribution and retail business of leather products. Our come and conflicts of interest may arise which may affect our
ved more favourable terms. he future. aggregate, will not have a
ur Subsidiary. Therefore
in cash dividends and/or
through our Subsidiary, turns and pay dividends
and applicable laws in the ny to receive cash dividend taxation laws and foreign
us dividends by contracts, be able to monetize our ur investments. Therefore, he Subsidiary. Further, we ash flows, or otherwise will ility of one or more of these e a material adverse impact
of finished products from
dversely affect our retail
including accessories sold of our products distributed ors. Thus, any shortfall or ficiency in the quality and wer stock in stores and /or
alternate sources of supply inventory levels, or we may ity or on competitive terms, r business, profitability and
in the future.
velopment of our brand our nsumers through consistent ts in marketing and brand ngly, we may be required to , specifically with respect to annot assure you that our bjectives or we may not be an adverse effect on our
company, our Promoters
gaged into the same line of ur company is also doing
ct our financial results.
AKI India Limited
29. Compliance with, and changes
affect our financial condition an
We are subject to environmanufacturing facilities. Thadoption of more stringent ewe will be at all times in regulations may require us changes to our existing opeenvironment or the health anor not accidental, may resultother penalties. Due to the possibility of uexpenditures to comply wianticipated. If there is any uare subject to, we may neregulations. Our costs of comour liabilities arising from faffect our business, financial
30. Our Promoters together with ou
company subsequent to the iss
company. We cannot assure yo
company’s or your best interest.
The majority of our issuedPromoters and our Promoterwill own 74,97,000 Equity subscription of the Issue). Asignificant influence over oapproval, including the comand articles of association, tof substantially all of our expenditures. This concentrcontrol of our Company ansupport of these shareholdercontrolling shareholders coshareholders. We cannot asconflicts of interest in our Co
31. Our business is manpower inten
contract. Our business may be a
commercially attractive costs.
Our success depends on our is manpower intensive and suitable staff. As we expandthe local market. There can bpersonnel, will not increase.affect our financial conditiodecreased operational efficrelationships, and an increaaffecting our business, resulbe able to find or hire persoin our existing markets or nepeople with the necessary disrupted, financial conditioproportion of our total stafcontract. While we believe t
25
ges in, environmental, health and safety laws and regul
n and results of operations.
nvironmental, health and safety regulations, specifically es. The Government of India (the “GoI”) may implement mgent environmental, health and safety regulations, and we ces in full compliance with these regulatory requirementsire us to purchase and install expensive pollution controlng operations to limit any adverse impact or potential adalth and safety of our workforce, and any violation of these result in substantial fines, criminal sanctions, revocations o
y of unanticipated regulatory developments, the amount ly with regulatory requirements may vary substantially
any unanticipated change in the environmental, health and ay need to incur substantial capital expenditures to com of complying with current and future environmental, healthfrom failure to comply with applicable regulatory requireancial condition and results of operations.
th our promoter group will continue to retain majority
e issue, which will allow them to exercise significant
e you that our promoters and /or our promoter group w
rest.
issued and outstanding Equity Shares are currently benefimoter Group. Upon completion of the Issue, our Promotersquity Shares, or 72.80% of our post-Issue Equity Share cue). Accordingly, our Promoters and Promoter Group willover our business policies and affairs and all matters ree composition of our Board, the adoption of amendments tion, the approval of mergers, strategic acquisitions or jointf our assets, and the policies for dividends, lending, invncentration of ownership also may delay, defer or even ny and may make some transactions more difficult or imholders. The interests of the Promoters and Promoter Gro
ers could conflict with our Company's interests or the not assure you that the Promoters and Promoter Group wour Company's or your favour.
intensive and a high proportion of our total staff compr
be adversely affected if we are unable to obtain employ
n our ability to attract, hire, train and retain skilled sales pee and our continued growth depends in part on our abilityxpand our network, we will need experienced manpower te can be no assurance that attrition rates for our employees,rease. Further, an increase in costs to retain such employeesndition. A significant increase in our employee attrition ratl efficiencies and productivity, loss of market know increase in recruitment and training costs, thereby mate, results of operations and financial condition. We cannot as personnel with the necessary experience or expertise to ops or new markets that we are entering into. In the event thatssary knowledge or the necessary expertise, our businendition and results of operations may be adversely affectedal staff, including our sales personnel, typically comprislieve that such a high proportion of employees on contract g
egulations may adversely
ically with respect to our ment measures towards the d we cannot assure you that ments. For example, these ontrol equipment or make tial adverse impact on the f these regulations, whether ions of operating permits or
ount and timing of future tially from those currently h and safety regulations we to comply with such new health and safety laws and equirements may adversely
ority shareholding in our
icant influence over our
up will always act in our
beneficially owned by our moters and Promoter Group hare capital (assuming full p will continue to exercise
ters requiring shareholders' ments to our memorandum r joint ventures or the sales g, investments and capital even prevent a change in or impossible without the r Group as our Company's
r the interests of its other oup will act to resolve any
mprises of employees on
ployees on contract or at
les personnel. Our business ability to recruit and retain wer that has knowledge of
oyees, particularly our sales loyees could also adversely ion rate could also result in knowledge and customer materially and adversely not assure you that we will to operate our retail stores
nt that we are unable to hire business may be severely fected. Furthermore, a high mprised of employees on tract gives us the necessary
AKI India Limited
flexibility and helps us run more susceptible to sudden scompetitors in the market wcosts in India, which has hadWe may need to increase comthe future and that may matcontinue to grow our businenot significantly increase.
32. In addition to our existing indeb
during the course of business.
additional indebtedness.
As on March 31, 2018 our
indebtedness for our existinbusiness. There can be no guor at all. Increased borrowinfurther borrow at competiticapital requirements for a punder-budget for our workinadditional working capital re
Any failure to service our agreements which may be eour credit facilities, trigger cof amounts due under such results of operations.
33. If we fail to manage growth effe
We believe our expansion financial resources. Growthemployee base. The expansiand financial systems and coneed increased liquidity to fihiring of additional employeand financial inefficiencies t
34. The operations of our Company
facilities.
Our Company is subject to manufacturing facilities are power supply or processes, loss of services of our externOur manufacturing facilitiedirectives of relevant goveproperty damage and in the events could have a materoperations.
35. Our ability to pay dividends in th
flows, working capital requir
arrangements.
Our Company has not paid athe future will be recommenour future earnings, finanexpenditures. There can be nrestricted by the terms of ouany of the debt repayment in
26
s run our business in an efficient and cost-effective mandden shortages and lack of skilled personnel while competirket we operate. Additionally, we have seen an increasinas had a direct impact on our employee costs and conseque
ase compensation and other benefits in order to attract and rey materially affect our costs and profitability. We cannot abusiness in the future, our employee costs coupled with op
ndebtedness for our existing operations, we may require
ess. We cannot assure that we would be able to service
8 our Company‘s total indebtedness is Rs. 1768.48 Lakhexisting operations, we may require further indebtedness no guarantee that we will be able to obtain the new facilitierrowings, if any, may adversely affect our debt-equity ratpetitive rates. Also we cannot assure you that the budge
or a particular year will be accurate. There may be situaorking capital requirements, in which case there may be deital requirements which may lead to an adverse effect on th
indebtedness or otherwise perform our obligations y be entered into with our lenders could lead to a terminatigger cross default provisions, penalties, enforcement of se such facilities which may adversely affect our business, fin
effectively it could have an adverse effect on our results
nsion plans will place significant demands on our managerowth in our business would require us to expand, tra
xpansion of our Company could also cause problems relat and controls and could cause us to encounter working capity to finance the purchase of inventory, establishment of new
loyees. If we fail to manage our growth effectively it mancies that would have a negative effect on our results of oper
pany are subject to manufacturing risk and may be disru
ect to operating risks associated with leather manufacturinges are subject to operating risks, such as the breakdown or esses, performance below expected levels of output or effic external contractors, earthquakes, other natural disasters andacilities are also subject to operating risk arising from t government authorities. Operating risks may result in in the imposition of civil and criminal penalties. The occur material adverse effect on our business, financial cond
in the future will depend upon our future earnings, fina
equirements and capital expenditures and the term
paid any dividends in the last four Fiscal years. The declarmmended by our Board of Directors, at its sole discretion, afinancial condition, cash flows, working capital requi
an be no assurance that we will pay dividends in the future. of our debt financing from making dividend payments in thent instalments.
e manner, it also makes us ompeting for them with our reasing trend in manpower nsequently, on our margins. and retain key personnel in nnot assure you that as we ith operating expenses will
uire further indebtedness
vice our existing and/ or
Lakhs. In addition to the dness during the course of acilities at favourable terms ity ratio and our ability to
budgeting of our working e situations where we may y be delays in arranging the t on the cash flows. tions under our financing
mination of one or more of of security and acceleration ess, financial condition and
ults of operations
anagerial, operational and nd, train and manage our
related to our operational g capital issues, as we will of new showrooms and the y it may lead to operational of operations
isrupted by failure in the
turing and processing. Our wn or failure of equipment, or efficiency, obsolescence, ers and industrial accidents. from compliance with the ult in personal injury and occurrence of any of these l condition and results of
financial condition, cash
terms of our financial
declaration of dividends in etion, and will depend upon requirements and capital future. Additionally, we are ts in the event we default in
AKI India Limited
36. Insurance coverage not obtained
Our Company has not maintany unforeseen damage or laffect our financial condition Our Company has allotted EProspectus which is lower th
37. In the last 12 (twelve) months, w
Issue Price which is as follows:
Bonus issue in the ratio of 110/- per Equity Share for con For Further details of equibeginning on page 54 of this
38. Our business operations may b
wage demands by our employees
As at August 31, 2018, we basis, respectively. Althoughdue to any labour disputes othat we will not experience business, reputation and resuin increased costs. India has legislations that set forth deand employee removal and retrenchment. Although our will not unionize in the futuflexible labour policies, andwork stoppages, which may which may have a materiacondition.
We are also subject to lawsminimum wage and maximuemployees and work permitupward revisions in the miniare planning to expand to. Swith employees could have a
39. Insufficient cash flows to me
Company’s operations and finan
The business of our Companfor Man-power, day to day our Company are also affecwith industry practice. Morein the future to meet its capbe no assurance that our Comand term loans for its exisadversely affect our Compan
27
ained by us against unforeseen losses.
maintained insurance coverage in accordance with industrye or loss suffered by us will affect the business adversely
ndition, cash flows and results of operations.
tted Equity Shares during the preceding one (1) year from wer than the Issue Price.
hs, we have issued and allotted certain equity shares at a
ws:
io of 1:2 dated December 31, 2017 issued 24,99,000 Equitfor consideration other than cash.
f equity shares issued, please refer to the chapter titled of this Draft Prospectus.
ay be materially adversely affected by strikes, work sto
oyees.
8, we had 16 full-time employees on our rolls and 27 perthough we have not experienced any major disruptions to ouutes or other problems with our work force in the past, thererience such disruptions in the future. Such disruptions mayd results of operations and may also divert the managementia has stringent labour legislations that protect the interests rth detailed procedures for the establishment of trade uniol and legislations that impose certain financial obligationsh our employees are not currently unionized, there can be ne future. If our employees unionize, it may become diffics, and we may face the threat of labour unrest, demand fo
h may lead to diversion of our management's attention due aterial adverse impact on our business, results of ope
laws and regulations governing relationships with employaximum working hours, overtime, working conditions, hirinpermits. Further, the minimum wage laws in India may bee minimum wages payable in one or more states in which wd to. Shortage of skilled personnel or work stoppages caus have an adverse effect on our business and results of operati
meet required working capital requirements could
financial results
ompany requires a significant amount of working capital to o day Expenses, purchase of raw materials. The working ca affected by the credit lines that our Company extends to
. Moreover, our Company may need to raise term loans and ts capital expenditure and to satisfy its working capital requr Company will continue to be successful in arranging ades existing or expanded operations on acceptable terms orompany’s operations and financial results.
dustry standards. In case of ersely and could adversely
from the date of this Draft
at a price lower than the
Equity shares face value `
titled “Capital Structure”
k stoppages or increased
27 personnel, on a contract s to our business operations t, there can be no assurance s may adversely affect our ement's attention and result erests of workers, including e unions, dispute resolution gations on employers upon n be no assurance that they
difficult for us to maintain and for increase in wages,
n due to union intervention, f operations and financial
mployees, in such areas as s, hiring and terminating of ay be amended leading to
hich we currently operate or s caused by disagreements
operations.
uld adversely affect our
ital to finance the payments ing capital requirements of ds to its customers, in line s and working capital loans tal requirements. There can g adequate working capital
rms or at all, which could
AKI India Limited
40. Our operations are subject to h
cash flow, credit facilities and
requirement of working capital o
Our business requires signifiutilized towards debtors andthe same through the internaand other sourcing of fundinor pay out debts, could adver
41. Our Promoters, Directors and
other than reimbursement of exp
Our Promoters are interestedand dividend entitlement in them for services rendered Directors may also be intercompany or firm in which details, please see the sectioand “Related Party Transac
42. Our funding requirements and
estimates and have not been in
factors, some of which are beyon
Our funding requirements aestimates based on current institution or another indepeour funding requirements mcontrol. For further details, pthis Draft Prospectus.
43. If we are unable to establish an
business and reputation could b
We manage regulatory comthat we are in compliance wbe no assurance that deficienbe able to implement, and deficiencies in our internal cno assurance that there will requirements, which may sadversely affect our business
44. Third party industry and stati
unreliable.
Neither the LM nor the Comindustry publications and obelieve them to be true, thealso be produced on differeThe discussion of matters resubject to the caveat that theincomplete or unreliable. Inof specific dates and maypublications may also base tmay prove to be incorrect. reports, they do not guarantetake responsibility for any erAccordingly, investors shou
28
t to high working capital requirements. Our inability to
and other sources of funding, in a timely manner
ital or pay out debts, could adversely affect our operation
significant amount of working capital and major portion of ors and inventories. We have not been sanctioned any workinnternal sources only. Our inability to maintain sufficient casfunding, in a timely manner, or at all, to meet the requireme adversely affect our financial condition and result of our op
and Key Management Personnel of our Company may
f expenses incurred or normal remuneration or benefits.
erested in us to the extent of any transactions entered into ent in us. Our Directors are also interested to the extent of dered as our Directors and reimbursement of expenses pe interested to the extent of any transaction entered into b
hich they are directors or partners or in their individual sections entitled, “Our Promoters and Promoter Group”,
nsactions” on pages 137, 122 and 142 respectively.
and proposed deployment of the Net Proceeds are ba
n independently appraised, and may be subject to chan
eyond our control.
ents and deployment of the Net Proceeds are based on rrent market conditions, and have not been appraised by aindependent agency. Furthermore, in the absence of such inents may be subject to change based on various factors wtails, please see the section titled “Objects of the Issue” beg
h and maintain an effective system of internal controls
ld be adversely affected.
y compliance by monitoring and evaluating our internal cnce with all relevant statutory and regulatory requirements
eficiencies in our internal controls and compliances will not, and continue to maintain, adequate measures to rectify ernal controls, in a timely manner or at all. As we continue e will be no other instances of such inadvertent non-compmay subject us to regulatory action, including monetary psiness and reputation.
statistical data in this Draft Prospectus may be inco
e Company have independently verified the data obtained and other sources referred in this Draft Prospectus ande, there can be no assurance that they are complete or relifferent bases from those used in the industry publications
tters relating to India, its economy and our industry in thishat the statistical and other data upon which such discussiole. Industry sources and publications are also prepared bas may no longer be current or reflect current trends. I
base their information on estimates, projections, forecasts rrect. While industry sources take due care and caution arantee the accuracy, adequacy or completeness of the data
any errors or omissions or for the results obtained from usins should not place undue reliance on, or base their investm
ity to maintain sufficient
nner, or at all, to meet
ations.
on of our working capital is orking capital and funding
ent cash flow, credit facility uirement of working capital our operations.
may have interests in us
efits.
d into or their shareholding ent of remuneration paid to nses payable to them. Our into by us with any other idual capacity. For further
”, “Our Management”
e based on management
change based on various
d on internal management d by any bank or financial such independent appraisal, tors which are beyond our ” beginning on page 67 of
rols and compliances our
rnal controls, and ensuring ments. However, there can ill not arise, or that we will ctify or mitigate any such tinue to grow, there can be compliances with statutory
etary penalties, which may
incomplete, incorrect or
tained from the official and s and therefore, while we or reliable. Such data may ations we have referenced.
in this Draft Prospectus are scussions are based may be ed based on information as nds. Industry sources and ecasts and assumptions that ution while preparing their he data or report and do not m using their data or report. investment decision on this
AKI India Limited
information, please refer toProspectus.
45. We may not be able to successfu
The success of our businesseffectively. We have succeguarantee that we can implethat we will be able to mapplicable to us may also mour business strategies would
46. We face competition in our bu
affect our business operation an
The market for our services in this industry generally copricing and timely delivery aexperience and greater finanin changing market scenarioproducts at highly competitvolume of revenue and growshare and may affect our macondition.
47. Our Restated Financial Statem
have been prepared under IGA
including IND (AS), which ma
financial condition
In accordance with India’s rIND (AS), announced by Companies (Indian Accouneffective April 1, 2015, ourwith IND AS for periods beg Pursuant to a SEBI circular in any offer document filedchosen to report our RestatGAAP. In order to comply our Equity Shares being listinterim financial statementsfrom Indian GAAP under whthe Companies Act have befinancial statements after lifrom, the preparation and pDraft Prospectus. Accordingly, the degree to will provide meaningful infIndian accounting practicesreliance by a reader not famdisclosures presented in thiFinancial Statements includeaccounting policies and finadiffer materially from our Rregarding differences betwedifferences on our financial for accounting periods comm
29
fer to section titled “Industry Overview” beginning on p
essfully implement our business strategies.
siness depends substantially on our ability to implement osuccessfully executed our business strategies in the past
implement the same on time and within the estimated bud to meet the expectations of our targeted customers. Chalso make it difficult to implement our business strategies. would have a material adverse effect on our business and re
r business from organized and unorganized players, w
n and financial condition.
vices is competitive because both the organized and unorganally compete on key attributes such as distribution networkivery and quality of products. Some of our competitors mayr financial, technical and other resources, which may enablcenario and remain competitive. Moreover, the unorganizempetitive prices which may not be matched by us and cod growth prospects. Growing competition may result in a dur margins which may adversely affect our business operati
atements for the preceding five years as included in th
IGAAP, which varies in certain respects from other ac
may be material to investors’ assessment of our resul
dia’s roadmap for convergence of its existing standards withd by the MCA, through press notes dated January 22, ccounting Standards) Rules, 2015 issued by the MCA on5, our Company is required to prepare their financial stateds beginning on or after April 1, 2017
rcular dated March 31, 2016, with respect to financial informt filed with SEBI on or after April 1, 2016 and until MarcRestated Financial Statements, included in this Draft Promply with requirements applicable to public companies inng listed on the Stock Exchanges, we will be required to prments under IND (AS), as applicable. IND (AS) is differ
er which our audited financial statements for statutory repoave been prepared until Fiscal 2016. The preparation andfter listing may be not be comparable with, or may be sand presentation of the Restated Financial Statements is b
ree to which the Restated Financial Statements included in ful information is entirely dependent on the reader's levectices, Indian GAAP, the Companies Act and SEBI ICD
ot familiar with Indian accounting practices and applicable in this Draft Prospectus should accordingly be limited. F
included in this Draft Prospectus may not form an accuratenancial statements adopted by our Company for future
our Restated Financial Statements. We urge you to consubetween Indian GAAP and other accounting policies and
ancial data, including the impact of our transition to, and ad commencing on or after April 1, 2016.
on page 79 of this Draft
ent our business strategies past but there can be no d budget going forward, or rs. Changes in regulations egies. Failure to implement and results of operations.
rs, which may adversely
norganized players. Players etwork, skilled man power, rs may have longer industry enable them to react faster ganized sector Issues their nd consequently affect our t in a decline in our market operations and our financial
in this Draft Prospectus,
er accounting principles,
results of operations and
ds with IFRS, referred to as y 22, 2010, read with the CA on February 16, 2015, l statements in accordance
l information to be included l March 31, 2017, we have ft Prospectus under Indian ies in India, subsequent to
d to prepare our annual and different in many respects ry reporting purposes under on and presentation of our y be substantially different ts is being disclosed in this
ed in this Draft Prospectus 's level of familiarity with I ICDR Regulations. Any cable laws on the financial ited. Further, our Restated curate basis to consider the future periods, which may consult your own advisors es and the impact of such and adoption of IND (AS),
AKI India Limited
48. Some of our corporate records
statutory filings and records ma
Certain corporate records anhaving conducted an extensinot been able to retrieve documents, including minutregisters of members and smatters. We cannot assure yin the future. Further, there required to be made by us w
49. Our Promoters, Mr. Asad Kam
directors which may subject them
Our Promoters, Mr. Asad Kboard of Model Leather Indbeen struck off from the Regtheir financial statements orconsequently, our Promoters2013 from acting as directorin future by a regulatory abefore the list made public, till FY 2017.
50. Our company has not filled the c
Our company has a foreignmandatorily file the consolidato do so. However our comlitigation from roc for non-fil
51. Osama Anwar Iraqi has been ap
As per the companies act anyOsama Anwar Iraqi has beenobjection from ROC in this re
52. Our company has filled the form
As per the companies act, a phas filled the form for conveholder has already transferred
53. Our Company has executed so
same was converted into public
Our Company has executed was converted into public limAKI India Limited but have n
EXTERNAL RISKS
54. Global economic, political and s
and negatively affect our stock p
Global economic and politiaffect performance. These fapolicies of governments, cfluctuations, consumer credi
30
rds are not traceable. There have been certain instanc
s made by our Company with the RoC under applicable la
rds and regulatory filings made by us before 2006 are nxtensive search of our records, and a search in the records
rieve the aforementioned documents, and accordingly, h minutes of meetings of our board of directors and shareh and share transfer, annual reports and audited financialsure you that the abovementioned form filings and resoluti
there have been certain discrepancies in relation to statutory us with the RoC.
Kamal Iraqi and Mr. Anwar Kamal Iraqi, have been d
t them to any regulatory action in future.
sad Kamal Iraqi and Mr. Anwar Kamal Iraqi, were actiner Industries Private Limited. Pursuant to ROC’s order, t
he Register of Companies maintained by the ROC on accounts or annual returns for a continuous period of at least
moters have incurred disqualification under section 164(2) oector for a period of five years from 01.11.2016. Any actio
tory authority may adversely affect the operations of ourublic, model leather industries private limited has filled its
the consolidated financial statements from the FY 2015.
foreign subsidiary AKI UK Limited from 31.03.2006. Osolidated financial statements from FY 2015 to ROC but ou
company has prepared and get audited the same. Ourfilling of the same.
n appointed while he was Eighteen years old.
ct any person can become a whole time director if he has as been appointed while he was eighteen years old. The co this regard.
form for conversion of the company with six shareholder
ct, a public limited company needs to have at least 7 shareh conversion of the company with only six share holders wsferred the shares to other and there were seven shareholders
d some of its documents in the name of private limited
blic limited company.
cuted some documents in the name of private limited comlic limited company. Our Company has applied for the newhave not received the same.
and social conditions may harm our ability to do busines
ock price.
political factors that are beyond our control, influence fhese factors include interest rates, rates of economic growthnts, change in regulatory framework, inflation, deflatio
r credit availability, consumer debt levels, unemployment tr
ances of discrepancies in
ble law.
are not traceable. Despite cords of the RoC, we have gly, have relied on other shareholders, our statutory ancial statements for such esolutions will be available tatutory filings and records
en disqualified to act as
acting as directors on the rder, the said company has account of not having filed least 3 financial years and 4(2) of the Companies Act, y action taken against them of our Company. However
its financial statements
015.
006. Our company has to our company has failed
Our company may face
has attained the age of 21. The company may face the
olders only.
shareholders. Our Company ders while one of the share olders.
mited company while the
d company while the same e new PAN in the name of
siness, increase our costs
ence forecasts and directly rowth, fiscal and monetary
eflation, foreign exchange ent trends, terrorist threats
AKI India Limited
and activities, worldwide minfluence consumer confiden
55. The Government of India had
may affect the Indian econom
prospects.
On November 8, 2016, the Rof ₹500 and ₹ 1,000 currenimpact of these developmenThere is uncertainty on the meffects of demonetization oaccurately predict its effect o
56. Any changes in the regulatory fr
Our Company is subject to vRegulations and Policies” bcould be materially adversethe introduction of new lawexisting laws, policies and robtaining all requisite regulwill not be raised in respect our business, financial condi
57. Civil disturbances, extremities
adverse effects on our operation
Certain events that are becalamities may cause interruand the market price And Government policy or taxatior affecting India.
58. Our 100% Revenue is not deriv
could cause our business to suff
We do not derive 100% of ofrom outside India and, consdependent on the health of affected by factors such asattacks and other acts of vioaffect the microfinance induIndia which could adversely
59. The price of our Equity Shares
not develop.
Prior to this Issue, there has our Equity Shares may flucoperations and the performaand social factors, the perfoIndia’s fiscal regime, volacompetitors, the Indian Caperformance or recommendcontracts, acquisitions, strate
31
ide military and domestic disturbances and conflicts, annfidence, spending and tourism.
had recently implemented certain currency demonetizat
onomy and our business, results of operations, fina
, the RBI and the Ministry of Finance of the GoI withdrew t currency notes pursuant to notification dated November 8, opments has been, among other things, a decrease in liquin the medium- and long-term impact of this action. The metion on the Indian economy and our business are unceffect on our business, results of operations, financial conditi
ry framework could adversely affect our operations and
to various regulations and policies. For details see section” beginning on page 113 of this Draft Prospectus. Our b
versely affected by changes in any of these regulations anw laws, policies or regulations or changes in the interpreta and regulations. There can be no assurance that our Com regulatory approvals in the future for our operations or thespect of our operations, either of which could have a mate condition and results of operations.
ities of weather, regional conflicts and other political
tions and financial performance
re beyond our control such as earthquake, fire, floodsinterruption in the business undertaken by us. Our operation And liquidity of our equity shares may be affected b taxation or social, ethnic, political, economic or other adv
derived from business in India and a decrease in econo
suffer.
of our revenue from our operations in India rather we derid, consequently, our performance and the quality and growtlth of the economy of India. However, the Indian economch as adverse changes in liberalization policies, social d
of violence or war, natural calamities or interest rates chane industry. Any such factor may contribute to a decrease inersely impact our business and financial performance.
ares may be volatile, or an active trading market for ou
re has been no public market for our Equity Shares. Howevey fluctuate after this Issue due to a variety of factors, incrformance of our business, competitive conditions, genera performance of the Indian and global economy and signifi, volatility in the Indian and global securities market, an Capital Markets and Finance industry, changes in tmendations by financial analysts and announcements by u, strategic partnership, joint ventures, or capital commitment
cts, and other matters that
tization measures, which
financial condition and
drew the legal tender status ber 8, 2016. The short-term liquidity of cash in India. he medium- and long-term uncertain and we cannot ondition and prospects.
and growth prospects
section titled “Key Industry
Our business and prospects ons and policies, including rpretation or application of r Company will succeed in s or that compliance issues a material adverse effect on
ical instability may have
floods and similar natural rations and financial results ted by changes in Indian
er adverse developments in
conomic growth in India
e derive our major revenue wth of our business are
conomy may be adversely ocial disturbances, terrorist s changes, which may also
ease in economic growth in
r our Equity Shares may
owever, the trading price of rs, including our results of general economic, political significant developments in arket, performance of our s in the estimates of our s by us or others regarding itments.
AKI India Limited
60. The Issue price of our Equity Sh
the Issue and the market price o
be able to sell your Equity Share
The Issue Price of our Equibased on numerous factors (beginning on page 74 of thiEquity Shares after the Issufluctuations after the Issue, abe able to sell your Equity Sshare price include without l
• Half yearly variatioshare, net income a
• Changes in revenuSpeculation in the p
• General market con
• Domestic and intperformance.
61. There are restrictions on daily
may adversely affect a sharehol
particular point in time
Once listed, we would be sdoes not allow transactions This circuit breaker operatesimposed by SEBI on Indianstock exchanges based on thThe stock exchanges do not to time, and may change downward movements in themay be given regarding yoursell your Equity Shares at an
62. Civil unrest, acts of violence i
materially and adversely affect t
Any major hostilities involvthat are beyond our control, Terrorist attacks and other aEquity Shares will trade, and
63. The proposed adoption of IFR
appearing materially different th
Public companies in India,statements under IFRS in aIFRS announced by the Min22, 2010. The MCA throughthe converged accounting staare resolved. The MCA isaccounting standards at a lchanges in shareholders’ equThis may have a material adthe corresponding period inreporting, we may encountemanagement information scompetition and increased personnel available as more
32
ty Shares may not be indicative of the market price of ou
rice of our Equity Shares may decline below the issue pr
hares at or above the Issue Price
r Equity Shares shall be determined by Book building metctors (For further information, please refer chapter titled “of this Draft Prospectus) and may not be indicative of thee Issue. The market price of our Equity Shares could be ssue, and may decline below the Issue Price. We cannot assquity Shares at or above the Issue Price. Among the factorsthout limitation. The following:
ariations in the rate of growth of our financial indicators, ome and revenues;
revenue or earnings estimates or publication of researchn the press or investment community;
et conditions; and
d international economic, legal and regulatory factor
aily / weekly / monthly movements in the price of the E
reholder’s ability to sell, or the price at which it can sel
d be subject to circuit breakers imposed by all stock exchations beyond specified increases or decreases in the price
perates independently of the index-based market-wide circuIndian stock exchanges. The percentage limit on circuit b on the historical volatility in the price and trading volume o not inform us of the percentage limit of the circuit breakange it without our knowledge. This circuit breaker lim in the price of the Equity Shares. As a result of this circuit g your ability to sell your Equity Shares or the price at whics at any particular time
ce including terrorism or war involving India and o
fect the financial markets and our business.
involving India or other acts of violence, including civil unntrol, could have a material adverse effect on India’s econo
other acts of violence may adversely affect the Indian stoce, and the global equity markets generally.
IFRS could result in our financial condition and r
nt than under Indian GAAP.
India, including us, may be required to prepare annual aS in accordance with the roadmap for the adoption of, ane Ministry of Corporate Affairs, GoI (MCA), through a prerough a press release dated February 25, 2011, announced
ting standards in a phased manner after various issues includCA is expected to announce the date of implementatioat a later date. Our financial condition, results of operars’ equity may appear materially different under IFRS thanrial adverse effect on the amount of income recognized duriod in the comparative fiscal year/period. In addition, in ocounter difficulties in the ongoing process of implementintion systems. Moreover, our transition may be hampeased costs for the relatively small number of IFRS-exp more Indian companies begin to prepare IFRS financial stat
f our Equity Shares after
ue price and you may not
g method. This price is be led “Basis for Issue Price” of the market price of our ld be subject to significant not assure you that you will factors that could affect our
ators, such as earnings per
search reports by analysts;
factors unrelated to our
the Equity Shares, which
n sell, Equity Shares at a
exchanges in India, which price of the Equity Shares. e circuit breakers generally rcuit breakers is set by the olume of the Equity Shares. breaker in effect from time er limits the upward and ircuit breaker, no assurance t which you may be able to
d other countries could
ivil unrest or similar events economy and our business. n stock markets, where our
nd results of operations
nual and interim financial of, and convergence with, a press note dated January nced that it will implement
including tax-related issues entation of the converged operations, cash flows or S than under Indian GAAP. ed during that period and in , in our transition to IFRS
menting and enhancing our hampered by increasing
experienced accounting ial statements.
AKI India Limited
64. Economic developments and vol
Equity Shares to decline.
The Indian economy and its in securities markets in otheadverse effects on the markIndia. For instance, the receglobal financial and economaround the world, including fiscal or trade deficits, or ainvestor confidence and cauIndian economy in generaclosures, broker defaults, segoverning bodies of the Indiin certain securities, limitatioto time, disputes have occubodies, which in some cases
65. The Companies Act, 2013 ha
framework, which may subject u
A majority of the provisionshave come into effect fromprovisions of the Companiesinto effect significant changto issue of capital, disclosumatters, related party transasuits in India against compancompany through more thpermitted exceptions), prohdirectors and key manageriathe requirements of the Commay increase our regulatory
66. Political instability or a chang
harm business and economic co
The Government of India haspects of the economy. Ouaffected by interest rates, cpolitical, economic or othercould change, and specificinvestment and other mattsignificant change in such lieconomic conditions in Indioperations, in particular
67. The nationalized goods and ser
impact on our operations
The Government of India hcomprehensive national gooCentral and State Governmeis 5% as compare the NIL frActivities, the same is not af
33
d volatility in securities markets in other countries may c
nd its securities markets are influenced by economic develon other countries. Investor's reactions to developments in o market price of securities of companies situated in othere recent financial crisis in the United States and Europea
conomic crisis that adversely affected the market prices in tuding Indian securities markets. Negative economic develop, or a default on national debt, in other emerging market d cause increased volatility in Indian securities markets an
general. The Indian stock exchanges have experienced lts, settlement delays and strikes by brokerage firm emploe Indian stock exchanges have from time to time imposed rmitations on price movements and margin requirements. Fu occurred between listed companies and stock exchanges cases may have had a negative effect on market sentiment.
3 has effected significant changes to the existing In
ject us to higher compliance requirements and increase o
isions and rules under the Companies Act, 2013 have recent from the date of their respective notification, resulting panies Act, 1956 ceasing to have effect. The Companies Achanges to the Indian company law framework, such as in isclosures in draft prospectus/ prospectus, corporate gove transactions, introduction of a provision allowing the initompanies by shareholders or depositors, a restriction on invre than two layers of subsidiary investment companies, prohibitions on loans to directors and insider tradingagerial personnel from engaging in forward dealing. To en
he Companies Act, 2013, we may need to allocate additiolatory compliance costs and divert management attention.
hange in economic liberalization and deregulation pol
ic conditions in India generally and our business in parti
ndia has traditionally exercised and continues to exercise y. Our business and the market price and liquidity of our Etes, changes in Government policy, taxation, social and c other developments in or affecting India. The rate of ececific laws and policies affecting the information techno matters affecting investment in our securities could csuch liberalization and deregulation policies could adverseln India, generally, and our business, prospects, financial co
d services tax (GST) regimes implemented by the Gover
ndia has from July 01, 2017 has implemented the Goodal goods and service tax (GST) regime that combines taxernments into a unified rate structure. The GST imposed on NIL from Gujarat VAT. Since we are an SEZ unit and majo not affecting us significantly.
ay cause the price of the
developments and volatility ts in one country may have other countries, including ropean countries lead to a es in the securities markets evelopments, such as rising arket countries may affect
ets and indirectly affect the nced temporary exchange employees. In addition, the osed restrictions on trading
nts. Furthermore, from time anges and other regulatory ment.
g Indian company law
ase our compliance costs
e recently been notified and lting in the corresponding nies Act, 2013 has brought as in the provisions related e governance norms, audit e initiation of class action
on investment by an Indian panies (subject to certain rading and restrictions on To ensure compliance with additional resources, which
policies could seriously
particular
ercise influence over many f our Equity Shares may be and civil unrest and other
of economic liberalization technology sector, foreign uld change as well. Any versely affect business and
cial condition and results of
overnment of India have
Goods and Service Tax a es taxes and levies by the ed on the diamond industry majorly engaged in Export
AKI India Limited
68. We cannot guarantee the accura
Indian economy and trading ind
While facts and other statisttransformers, cables and wirfrom government agencies such materials. While we hafacts and other statistics hrespective affiliates or advicompleteness. These facts atitled “Industry Overview” bineffective data collection mand other problems, the staproduced elsewhere and shostated or compiled on the elsewhere
69. Conditions in the Indian securit
The Indian securities marketregulation and monitoring ofparticipants differ, in some stock exchanges have in theFurther, the Indian stock exexchanges have also experisecurities of Indian companiand strikes by brokers. In adto time restricted securitiesstoppage on the SME Platfor
70. Global economic, political and s
and negatively affect our stock p
Global economic, social andirectly affect performance.monetary policies of governavailability, fluctuations in other matters that influencfinancial markets may causewhich may negatively affect
71. Foreign investors are subject to
attract foreign investors, which
Under the foreign exchangeresidents and residents are pricing guidelines and reporsought to be transferred, is nfall under any of the exceptiAdditionally, shareholders wforeign currency and repatrclearance certificate from trequired from the RBI or any
72. The extent and reliability of I
operations and financial conditi
India's physical infrastructurcongestion or disruption in iany other public facility cou
34
ccuracy or completeness of facts and other statistics with
g industry contained in the Draft Prospectus
statistics in the Draft Prospectus relating to India, the Indnd wire industry has been based on various government pubcies that we believe are reliable, we cannot guarantee the q
we have taken reasonable care in the reproduction of such tics have not been prepared or independently verified br advisors and, therefore we make no representation as facts and other statistics include the facts and statistics inc
” beginning on page 79 of the Draft Prospectus. Due ttion methods or discrepancies between published informatiohe statistics herein may be inaccurate or may not be com
nd should not be unduly relied upon. Further, there is no asn the same basis or with the same degree of accuracy,
curities market may affect the price or liquidity of our Eq
arkets are smaller than securities markets in more developring of Indian securities markets and the activities of investosome cases significantly, from those in the more develope in the past experienced substantial fluctuations in the priceck exchanges have experienced volatility in the recent tim
experienced problems that have affected the market pricempanies, such as temporary exchange closures, broker defau. In addition, the governing bodies of the Indian stock exchaurities from trading and limited price movements. A cl
Platform of BSE could adversely affect the trading price of t
and social conditions may harm our ability to do busines
ock price.
ial and political factors that are beyond our control, infance. These factors include interest rates, rates of economovernments, inflation, deflation, foreign exchange fluctuatns in commodities markets, consumer debt levels, unemfluence consumer confidence, spending and tourism. Inc cause these factors to change with a greater degree of frequ affect our stock prices
ct to foreign investment restrictions under Indian law tha
ich may adversely impact the market price of the Equity
hange regulations currently in force in India, transfers of ts are freely permitted (subject to certain exceptions) if t reporting requirements specified by the RBI. If the transferd, is not in compliance with such pricing guidelines or repoxceptions referred to above, then the prior approval of theders who seek to convert the Rupee proceeds from a sale o repatriate that foreign currency from India will require rom the income tax authority. There can be no assuranc or any other government agency can be obtained on any par
of Indian infrastructure could adversely affect our C
ndition
tructure is in developing phase compared to that of many deon in its port, rail and road networks, electricity grid, commity could disrupt our Company's normal business activity.
with respect to India, the
he Indian economy and the ent publications and reports the quality or reliability of such information, industry
d by us or any of our on as to their accuracy or ics included in the chapter Due to possibly flawed or rmation and market practice be comparable to statistics no assurance that they are racy, as the case may be,
r Equity Shares
veloped economies and the investors, brokers and other veloped economies. Indian e prices of listed securities. ent times. The Indian stock t price and liquidity of the r defaults, settlement delays exchanges have from time
. A closure of, or trading ce of the Equity Shares.
siness, increase our costs
ol, influence forecasts and conomic growth, fiscal and uctuations, consumer credit unemployment trends and m. Increasing volatility in
frequency and magnitude,
w that limits our ability to
uity Shares
ers of shares between non-s) if they comply with the ransfer of shares, which are r reporting requirements or
of the RBI will be required. sale of shares in India into quire a no objection / tax ssurance that any approval ny particular terms or at all
ur Company's results of
any developed nations. Any communication systems or tivity. Any deterioration of
AKI India Limited
India's physical infrastructuand supplies, and add costs business operations, which condition
73. Any downgrading of India’s so
financing
Any adverse revisions to Inrating agencies may adverseother commercial terms at adverse effect on our busincapital expenditures and the
74. Natural calamities could have
business to suffer
India has experienced naturaextent and severity of these spells of abnormal rainfall economy, which could advoperations as well as the pric
PROMINENT NOTES TO RISK F
1. Public Issue of 28,00,000 eq
of ` 11.00 per Equity Share aggregating up to ` 308.00 L
2. The Net Asset Value per Eq
March 31, 2018 is ` 15.30 (31, 2017 is ` 44.16 per sharerefer to section titled “Fin
Prospectus.
3. The Net Worth of our Com764.46 Lakhs and as on Msection titled “Financial Sta
4. The average cost of acquisiti
Sr. No. Name of the Promoters
1. Mr. Asad Kamal Iraqi
2. Mr. Anwar Kamal Iraqi
*The average cost of acqui
31, 2017.
5. For further details, please reProspectus.
6. There has been no change
immediately preceding the d
7. There has been no financinhave financed the purchase bpreceding the date of this Dr
8. The details of transactions
cumulative value of transac
35
tructure would harm the national economy, disrupt the tra costs to doing business in India. These problems could intewhich could have an adverse effect on its results of ope
’s sovereign rating by an independent agency may harm
s to India's credit ratings for domestic and international dversely impact our ability to raise additional financing, andms at which such additional financing may be available. business and future financial performance, our ability tod the trading price of our Equity Shares
ve a negative impact on the Indian economy and ca
natural calamities such as earthquakes, tsunami, floods etc these natural disasters determine their impact on the Indianinfall or other natural calamities could have a negative ild adversely affect our business, prospects, financial conhe price of the Equity Shares.
ISK FACTORS
000 equity shares of face value `10 each of AKI India LimiShare (the "Issue Price"), including a share premium of Re. 8.00 Lakh.
er Equity Share of our Company as per the Restated Finan5.30 (pre bonus) per share and ` 10.20 per share (Post Bonr share (Pre Bonus) and ` 16.56 per share (Post Bonus). For
Financial Statements as Restated” beginning on pag
r Company as per the Restated Financial Information as ofon March 31, 2017 is ` 662.40 Lakhs. For further detail
l Statements as Restated” beginning on page 144 of this D
quisition per Equity Share of our Promoters is set out below
oters No. of Equity Share held Avera
42,98,520
13,96,650
cquisition of shares is less due to allotment of bonus sh
ase refer to section titled “Capital Structure” beginning on
hange of name of our Company at any time during the the date of filing Draft Prospectus.
ancing arrangement whereby our Directors or any of theihase by any other person of securities of our Company durihis Draft Prospectus.
ctions of our Company with related parties, nature of ransactions please refer to section titled “Financial Statem
the transportation of goods ld interrupt our Company's f operations and financial
harm our ability to raise
ional debt by international g, and the interest rates and ilable. This could have an lity to obtain financing for
d cause our Company's
ds etc. in recent years. The Indian economy. Prolonged ative impact on the Indian al condition and results of
Limited for cash at a price of Re. 1.00 per equity share
Financial Information as of st Bonus) and as on March ). For further details, please n page 144 of this Draft
as of March 31, 2018 is ` details, please refer to the this Draft Prospectus.
below:
Average price per Equity
Share (`)*
6.67
6.67
shares dated December
ing on page 54 of this Draft
ng the last three (3) years
of their respective relatives y during the six (6) months
re of transactions and the tatements as Restated” -
AKI India Limited
Annexure 28 - Related Partrelated financial statements
9. Except as stated under the
Prospectus, our Company ha
10. For information on changeAssociation of our CompanMatters” beginning on page
11. Except as disclosed in the se
“Group Entities of our Com
respectively of this Draft Prhas any interest in our Comp
36
d Party Transactions of the standalone financial statemenents beginning on page F23 and F55 of this Draft Prospect
er the section titled “Capital Structure” beginning on pany has not issued any Equity Shares for consideration other
hanges in the Company’s name and Objects Clause of any, please refer to the section titled “Our History an
page 118 of this Draft Prospectus.
the sections titled “Capital Structure”, “Our Promoters an
Company” and “Our Management” beginning on pages raft Prospectus, none of our Promoters, Directors or Key M Company.
ement and Annexure AA- ospectus.
on page 54 of this Draft n other than cash.
se of the Memorandum of y and Certain Corporate
rs and Promoter Group”, pages 54, 137, 141 and 122 Key Managerial Personnel
AKI India Limited
Unless specified otherwise, the info
Working Group on Leather & Leath
Industrial Policy & Promotion) an
domain). So All the Information Sh
LM or any other person connected
sources and publications generally
sources believed to be reliable, bu
guaranteed and their reliability cann
on information as of specific dates a
and publications may also base thei
may prove to be incorrect. According
decision on this information.
Overview of Global Economy
Global growth is expected to tick up tmarket sentiment, accommodative fexpansionary fiscal policy in the Unit At 3.8 percent, global growth in 20global growth is expected to tick up tfaster than potential in 2018 and tsupport from accommodative monetafull employment. Aggregate growth iwith continued strong growth in emerthree years of weak performance. Gltheir output gaps close, most advancecrisis averages, held back by aging poas the expansionary impact of recensubpar in several emerging market continue to face substantial fiscal conin the second half of the year was abrecovery in investment. Outcomes exarea, Japan, the United States, andFinancial conditions remain supportiyields following signs of firming expectations of a sizable fiscal expanprojected at 3.9 percent for 2018–19,forecast. This positive momentum will eventuterm outlook. Some cyclical forces wclosing of output gaps and monetary2020, and then more strongly as full ito lower growth is expected to resumeexpected recovery in investment wilforce growth due to population agingmixed across emerging market and Europe, but are challenging in Latinrecovery the medium term outlook economic diversification and adjustmand developing economies are projecnext five years, and hence fall furtheare broadly balanced, but risks beyongrowth spurt in advanced economies in labor markets can be larger than c
37
SECTION III: INTRODUCTION
SUMMARY OF INDUSTRY
information in this section has been obtained or derive
eather Products Twelfth Five Year Plan Period (2012-17
) and other Sources of which Link are mentioned (As
n Shared is believed to be accurate and reliable. None
ected with the Issue has independently verified this in
rally state that the information contained therein has
e, but their accuracy, completeness and underlying a
cannot be assured. Industry sources and publications are
tes and may no longer be current or reflect current tren
their information on estimates, projections, forecasts a
rdingly, investors should not place undue reliance on or
ck up to 3.9 percent this year and next, supported by strong mtive financial conditions, and the domestic and internatioe United States.
in 2017 was the fastest since 2011. With financial condik up to a 3.9 percent rate in both 2018 and 2019. Advanced
he next year; euro area economies are set to narrow onetary policy, and expansionary fiscal policy will drive th
owth in emerging market and developing economies is projn emerging Asia and Europe and a modest upswing in commce. Global growth is projected to soften beyond the next cdvanced economies are poised to return to potential growth ing populations and lackluster productivity. US growth will recent fiscal policy changes goes into reverse. Growth isarket and developing economies, including in some commcal consolidation needs. Economic activity in 2017 ended o
as above 4 percent, the strongest since the second half of mes exceeded the October 2017 World Economic Outlooks, and China, and continued to improve gradually in cpportive, despite the recent volatility in equity markets aming inflation in advanced economies. With broad-ba
expansion in the United States over this year and the next, 19, a 0.2 percentage point upgrade for both years relative
eventually slow, however, leaving many countries with a orces will wane: financial conditions are expected to tightnetary policy normalization; US tax reform will subtract ms full investment expensing is phased out starting in 2023; aresume as credit growth and fiscal stimulus diminish. At thent will help raise potential output, weak productivity tren aging constrain medium-term prospects in advanced econot and developing economies. Prospects remain favorable i Latin America, the Middle East and sub-Saharan Africa,ook for commodity exporters remains generally subdued, wdjustment to lower commodity prices. More than one-quarteprojected to grow by less than advanced economies in per further behind in terms of living standards. Risks around th beyond the next several quarters are clearly to the downsidomies may turn out to be stronger and more durable than in than currently assessed. Furthermore, the ongoing recovery
rived from the Report of
17) (By Department of
(As available on Public
one of the Company, the
is information. Industry
has been obtained from
ng assumptions are not
s are also prepared based
t trends. Industry sources
sts and assumptions that
n or base their investment
trong momentum, favorable ernational repercussions of
conditions still supportive, anced economies will grow
arrow excess capacity with rive the US economy above is projected to firm further, commodity exporters after next couple of years. Once rowth rates well below pre-th will slow below potential wth is projected to remain commodity exporters that
ed on a high note growth alf of 2010, supported by a utlook forecasts in the euro in commodity exporters. kets and increases in bond
based momentum and next, global growth is now elative to the October 2017
ith a challenging medium- tighten naturally with the
tract momentum starting in 023; and China’s transition At the same time, while the y trends and reduced labor economies. The outlook is able in emerging Asia and frica, where despite some
ued, with a need for further quarter of emerging market in per capita terms over the und the short-term outlook wnside. On the upside, the
han in the baseline, as slack covery in investment could
AKI India Limited
foster a rebound in productivity, implconditions could tighten faster than efuture path of monetary policy, hidecompression of term premiums. Tother economies, including through apolicy in the United States, at a tifundamentals, combined with persiswiden global imbalances. Anxiety combined with wider trade imbalanceinvestment. Recent import restrictionand potential retaliation by other codomestic activity and sentiment. Sipolarization, which could affect thgeopolitical tensions, and cyber secuoutlook. (Source: https://www.imf.o2018)
Leather Industry – Overview
� The Leather Industry holdsconsistency in high export country.
Strengths of Indian Leather Sector
• Own raw material source – About 3 b
• Some varieties of goat / calf / sheep s
• Some varieties of goat / calf / sheep
• Some varieties of goat / calf / sheep s
• Some varieties of goat / calf / sheep s
http://leatherindia.org
Future Outlook:
The Government of India had identifiin view of its immense potential foGovernment is also implementing vgrowth of leather sector. With the imexport promotional activities; and keskilled manpower, innovative technstandards, and dedicated support ofproduction, thereby enhance export, a
38
, implying higher potential growth going forward. In the Uthan expected, triggered, for example, by an adjustment in cy, higher realized or expected wage and price inflatioms. Tighter financial conditions in the United States wou
ough a reduction in capital flows to emerging markets. Vert a time when the current account deficit is already larpersistent excess current account surpluses in other coun
xiety about technological change and globalization is onalances, could foster a shift toward inward-looking policiesrictions announced by the United States, announced retaliather countries raise concerns in this regard and threaten tont. Similarly, changes in US tax policies are expected tect the political climate for policy choices in the futur security breaches pose additional threats to the subdued.imf.org/en/Publications/WEO/Issues/2018/03/20/world-eco
holds a prominent place in the Indian economy. This sexport earnings and it is among the top ten foreign exch
ector
ut 3 billion sq ft of leather produced annually
heep skins command premium position
skins command premium position
heep skins command premium position
heep skins command premium position
dentified the Leather Sector as a Focus Sector in the Indian tial for export growth prospects and employment generatiting various Special Focus Initiatives under the Foreign the implementation of various industrial developmental prand keeping in view the past performance, and industry’s technology, increasing industry compliance to internaort of the allied industries, the Indian leather industry aport, and resultantly create additional employment opportun
the United States, financial ent in market pricing of the inflation, and/or a sudden s would have spillovers to s. Very expansionary fiscal dy larger than justified by r countries, is projected to is on the rise and, when olicies, disrupting trade and retaliatory actions by China aten to damage global and cted to exacerbate income e future. Climate change, bdued medium-term global
economic-outlook-april-
his sector is known for its exchange earners for the
ndian Foreign Trade Policy eneration. Accordingly, the reign Trade Policy for the ntal programmes as well as stry’s inherent strengths of nternational environmental ustry aims to augment the portunities.
AKI India Limited
We were established in year 1994 withe technical assistance of Horse ridGoods and after successful running footwear unit in the year 2007-08 andyears, our Company was involved ininto the retail business in year 2013. Further in the year 2010, our Compaown tannery to produce finished leath
in its name and then renovated and ex
Our Company is engaged in the actishoes and trading of leather chemicalevolving consumer preferences, rapidtransform the manner in which theyskilled workforce, diversified produCompany deals in all kinds of footwe Our Company operates through tpredominantly own customer base, exclusive retail stores run by our Prmiddle income consumers, who primdistribution business operates througconsumers, who primarily shop in mu We have been found to conform tomanufacturer and exporter of leatheriding apparels, leather pet products, is primarily responsible for the desigLeather footwear and finished Leathcommit to quality improvements. We
We are committed to satisfying ourquality materials available and manumaterials and improved methods of pand continued addition of new and sa
39
SUMMARY OF OUR BUSINESS
94 with the object of manufacturing and export of leather arse riding group from Germany for the making of Leathernning of saddlery business for 13 years, the company se08 and started manufacturing and export of leather shoes thrved in wholesaling and distribution of branded basic footw013.
ompany decided to go in for the backward integration andd leather also. In this connection, we first purchased a runn
expanded the tannery into a big and highly advanced tan
he activities of producing and export of saddlery goods, semicals at domestic level. Changing economic scenario and, rapid technological innovations and adoption and globalizah they operate. Our core competencies are our in-house product portfolio which enable us to meet varied clienootwear’s leather accessories.
ugh two distinct business verticals, retail and distribubase, sale channels and product range. Our retail busin
our Promoters through the proprietorship concern catering o primarily shop in high street stores and malls, for fashithrough a wide network of distributors catering to lower in multi-brand-outlets (“MBO”) for functional products.
rm to the Quality Management System standard, ISO 90leather harness and saddler goods, leather goods, leather ducts, dog covers, and export of finished leather for footwea design and manufacture of leather products for equestrian Leather. We believe that our company follows all applicats. We believe that our brands are well accepted.
g our customers' need for quality products by product in manufacturing the highest quality products and continuall
ds of production. Our on-going success is dependent on ouand satisfied customers.
ther and leather goods with eather Saddlery & Harness any set up its own leather oes through the next several footwear and had forayed
n and planned to set up its a running tannery in Unnao
ced tannery.
ods, services of the leather and business conditions,
obalization are driving us to ouse technical knowledge, client requirements. Our
istribution, each with its business operates through
tering to middle and upper fashionable products. Our lower and middle income
O 9001:2008 certified for eather footwear, horse rug, ootwear and upholstery and strian sports, Horse covers, pplicable standards and we
uct innovations, using the tinually searching for better on our loyal customer base
AKI India Limited
SUMM
STATEMENT OF STA
S. N. PARTICULARS
I 1 EQUITY AND LIABILITIE
SHAREHOLDERS FUNDS
(a) SHARE CAPITAL
(b) RESERVES AND SURPLU
TOTAL(1)
2 SHARE APPLICATION MONPENDING ALLOTMENT
3 NON-CURRENT LIABILITIE
(1) LONG TERM BORROWIN
TOTAL(3)
4 CURRENT LIABILITIES
(a) SHORT TERM BORROW
(a) TRADE PAYABLES
(b) OTHER CURRENT LIAB
(c) SHORT TERM PROVISIO
TOTAL(4)
TOTAL(1+2+3+4)
II ASSETS
1 NON-CURRENT ASSETS
(i) FIXED ASSETS
- PROPERTY, PLANT & EQU
(ii) INTANGIBLE ASSETS
(iii) CAPITAL WORK-IN-PR
(iv) INTANGIBLE ASSETS UDEV.
(b) NON-CURRENT INVEST
(b) DEFERRED TAX ASSETS
(c) LONG-TERM LOANS ANADVANCES
(d) OTHER NON-CURRENT
TOTAL(1)
2 CURRENT ASSETS
(a) CURRENT INVESTMENT
(b) INVENTORIES
(c)TRADE RECEIVABLES
(d) CASH AND CASH EQUIV
(e) SHORT-TERM LOANS AADVANCES
(f) OTHER CURRENT ASSET
TOTAL(2)
TOTAL(1+2)
SIGNIFICANT ACCOUNTING POLICIE
NOTES ON ACCOUNTS
40
UMMARY OF FINANCIAL INFORMATION
AKI INDIA LTD
CIN: U19201UP1994PLC016467
STANDALONE ASSETS AND LIABILITIES AS RES
ARS NOTE
NO.
31ST
MAR
2018
31ST
MAR
2017
31
MA
20
ITIES
1 749.70 499.80 150
RPLUS 2 14.76 162.60 147
764.46 662.40 297
MONEY 3 - -
ILITIES
OWINGS 4 549.80 697.78 910
549.80 697.78 910
ROWINGS 5 1,098.00 1,231.63 1,25
6 972.92 1,187.57 1,30
LIABILITIES 7 140.47 191.29 139
VISIONS 8 49.99 22.08 8.
2,261.38 2,632.58 2,70
3,575.64 3,992.77 3,91
9 764.48 933.53 988
& EQUIPMENT
PROGRESS 10 200.10 200.10 186
ETS UNDER
VESTMENTS 11 103.61 95.31 95
SSETS (NET) 12 29.24 24.07 16
S AND 13 5.43 5.43 5.
ENT ASSETS 14 0.01 0.01 0.
1,102.87 1,258.45 1,29
MENTS - -
15 1,099.79 1,207.68 1,06
16 1,020.81 1,171.21 1,25
EQUIVALENTS 17 45.53 98.64 126
NS AND 18 131.15 107.80 41
ASSETS 19 175.49 148.99 133
2,472.77 2,734.32 2,61
3,575.64 3,992.77 3,91
LICIES & 29
S RESTATED
(Rupees in Lacs)
31ST
MAR
2016
31ST
MAR
2015
31ST
MAR
2014
150.00 150.00 150.00
147.60 133.45 199.64
297.60 283.45 349.64
- - -
910.45 784.71 794.70
910.45 784.71 794.70
1,250.57 1,274.35 871.66
1,303.99 1,230.82 517.41
139.24 87.54 32.61
8.39 4.83 14.77
2,702.19 2,597.53 1,436.45
3,910.23 3,665.69 2,580.79
988.13 934.34 897.47
186.67 111.46 39.68
95.31 95.31 95.31
16.99 11.27 3.24
5.43 5.43 5.43
0.00 0.00 0.00
1,292.53 1,157.80 1,041.12
- - -
1,061.70 918.34 752.24
1,254.66 1,184.22 557.68
126.39 165.41 85.30
41.69 38.74 59.48
133.26 201.17 84.98
2,617.70 2,507.88 1,539.66
3,910.23 3,665.68 2,580.79
AKI India Limited
CI
STATEMENT OF STA
S. N. PARTICULARS
REVENUE FROM OPERAT
I REVENUE FROM OPERATI
II OTHER INCOME
III TOTAL REVENUE(I+II)
IV EXPENSES:
a COST OF MATERIALS CON
PURCHASE OF STOCK-IN
b CHANGES IN INVENTORIEFINISHED GOODS
c EMPLOYEE BENEFITS EXP
d DEPRECIATION AND AMORTIZATION EXPENSE
FINANCE COSTS
e OTHER EXPENSES
TOTAL EXPENSES
V PROFIT BEFORE EXCEPT
AND EXTRAORDINARY IT
AND TAX (III-IV)
VI EXCEPTIONAL ITEMS
VII PROFIT BEFORE EXTRAO
RY ITEMS AND TAX (V-VI
VIII EXTRAORDINARY ITEMS
IX PROFIT BEFORE TAX (VI
X TAX EXPENSE
CURRENT TAX
EARLIER YEARS TAX
DEFERRED TAX
MAT CREDIT ENTITLEMENACCOUNT
XI PROFIT(LOSS) FOR THE P
FROM CONTINUING OPE
NS (VII-VIII)
XII PROFIT(LOSS) FROM DISCONTINUING OPERATI
XIII TAX EXPENSE OF DISCONOPERATIONS
XIV PROFIT(LOSS) FROM DISCONTINUING OPERATI(AFTER TAX) (XII-XIII)
XV INCOME TAX FOR EARLIE
XVI PROFIT (LOSS) FOR THE
(XI+XIV)
XVII EARNING PER EQUITY SHA
a BASIC
b DILUTED
41
AKI INDIA LTD
CIN: U19201UP1994PLC016467
F STANDALONE PROFIT AND LOSS AS RESTATED
ARS NOTE
NO.
31ST
MAR
2018
31ST
MAR
2017
31
MA
20
ERATIONS
RATIONS 20 4,252.52 4,034.28 3,86
21 283.74 235.58 201
4,536.26 4,269.87 4,06
CONSUMED 22 3,066.00 2,718.33 2,70
IN-TRADE 598.50 685.20 524
ORIES OF 23 (306.99) (123.19) (22
S EXPENSES 24 167.02 159.14 140
ENSE 25 115.58 139.37 139
26 133.50 170.46 158
27 611.70 496.28 412
4,385.32 4,245.58 4,05
CEPTIONAL
RY ITEMS
150.95 24.28 8.
TRAORDINA -
VI)
150.95 24.28 8.
EMS
X (VII-VIII) 150.95 24.28 8.
44.62 14.62 1.
9.29 -
(5.18) (7.08) (5.
EMENT - 1.63 (1.
THE PERIOD
OPERATIO -
102.22 15.11 14
RATIONS
CONTINUING
RATIONS
RLIER YEARS
THE PERIOD 102.22 15.11 14
Y SHARE
28 1.36 0.76 0.
1.36 0.76 0.
TED
31ST
MAR
2016
31ST
MAR
2015
31ST
MAR
2014
3,866.36 3,004.31 1,454.67
201.11 175.72 86.38
4,067.47 3,180.03 1,541.05
2,706.52 2,209.45 627.43
524.44 426.26 493.86
(22.91) (143.90) (51.50)
140.69 134.16 70.52
139.17 137.54 26.88
158.49 159.18 55.76
412.53 328.82 294.10
4,058.94 3,251.51 1,517.05
8.53 (71.48) 24.00
8.53 (71.48) 24.00
8.53 (71.48) 24.00
1.63 - 8.29
- - 3.63
(5.72) (8.03) (0.88)
(1.63) - -
14.26 (63.45) 12.95
14.26 (63.45) 12.95
0.95 (4.23) 1.49
0.95 (4.23) 1.49
AKI India Limited
CI
STATEMENT OF S
S.
N.
PARTICULARS
A Cash Flow from Operating Activitie
Net Profit/(Loss) before tax
Adjustments for:
Finance Cost
Depreciation
Interest Expenses
Interest Income
Preliminary Expenses
Profit on sale of Land
(Profit)/Loss on sale of Car
Operating Profit before working ca
changes
Increase / (Decrease) in Trade Payable
Increase / (Decrease) in Other CurrentLiabilities
Increase / (Decrease) in Short Term P
(Increase) / Decrease in Inventories
(Increase) / Decrease in Trade Receiva
(Increase) / Decrease in Other Current
(Increase) / Decrease in Short Term LAdvances
Operating Profit after working capi
changes
Less: Income Tax paid
Adjustment of MAT Credit entitlemen
Net Cash from/ (used in) Operating
B Cash Flow from Investing Activities
Purchase of Fixed Assets
Sale of Fixed Assets
Purchase of Current Investments
Grant Received towards addition of fi
(Increase) / Decrease in Long Term LAdvances
Interest Income
Profit on sale of Asset
Net Cash from/ (used in) Investing A
C Cash Flow from Financing Activitie
Increase / (Decrease) in Long Term B
Increase / (Decrease) in Short Term B
Proceeds from Issue of shares
Adjustment of ROC Fees for increasinAuthorised Capital
Finance Cost paid
Net Cash from/ (used in) Financing
Net Increase/ (Decrease) in Cash &
Equivalents
Cash & Cash Equivalents as at the b
of the year
Cash & Cash Equivalents as at the e
year
42
AKI INDIA LTD
CIN: U19201UP1994PLC016467
OF STANDALONE CASH FLOW AS RESTATED
NOTE
NO.
31ST
MAR
2018
31ST
MAR
2017
31
MA
20
tivities :
150.95 24.28 8.
- -
115.58 139.37 139
133.50 170.46 158
(5.08) (4.44) (6.
- -
- -
2.20
ing capital 397.15 329.67 299
ayables (214.65) (116.42) 73
urrent (50.82) 52.05 51
erm Provisions (2.09) 0.70 1.
107.89 (145.98) (143
eceivable 150.40 83.45 (70
urrent Assets (11.12) (3.36) 86
erm Loans & (22.92) (66.10) (2.
g capital 353.85 134.00 296
39.94 14.00 19
tlement account (1.63) 1.
rating Activities ( A ) 313.91 118.37 279
tivities :
(74.48) (98.30) (268
0.27 -
(8.30) -
n of fixed assets 125.53
erm Loans & - -
5.08 4.44 6.
- -
sting Activities ( B ) 48.10 (93.87) (261
tivities :
erm Borrowings (147.99) (212.66) 125
erm Borrowings (133.63) (18.94) (23
- 349.80
creasing - -
(133.50) (170.46) (158
ncing Activities ( C ) (415.12) (52.26) (56
sh & Cash (A+B+
C)
(53.11) (27.75) (39
t the beginning 98.64 126.39 165
t the end of the 45.53 98.64 126
31ST
MAR
2016
31ST
MAR
2015
31ST
MAR
2014
8.53 (71.48) 24.00
- - -
139.17 137.54 26.88
158.49 159.18 55.76
(6.64) (1.39) (1.10)
- - -
- - -
(0.66)
299.55 223.19 105.54
73.18 713.40 153.26
51.70 54.93 (14.91)
1.93 (1.65) 2.06
(143.36) (166.10) (508.68)
(70.44) (626.54) (28.69)
86.91 (109.48) (38.27)
(2.95) 20.73 (25.21)
296.52 108.48 (354.91)
19.00 15.00 13.10
1.63
279.15 93.48 (368.01)
(268.28) (249.17) (443.63)
- 0.24 -
- - -
- - -
6.64 1.39 1.10
- 0.66 -
(261.64) (246.87) (442.54)
125.74 (9.99) 360.87
(23.78) 402.68 492.82
- - 63.50
- - -
(158.49) (159.18) (55.76)
(56.53) 233.51 861.43
(39.02) 80.12 50.89
165.41 85.30 34.41
126.39 165.41 85.30
AKI India Limited
STATEMENT OF CONS
S. N. PARTICULARS
I 1 EQUITY AND LIABILITIE
SHAREHOLDERS FUNDS
(a) SHARE CAPITAL
(b) RESERVES AND SURPLU
TOTAL(1)
2 SHARE APPLICATION MONPENDING ALLOTMENT
3 NON-CURRENT LIABILITIE
(1) LONG TERM BORROWIN
TOTAL(3)
4 CURRENT LIABILITIES
(a) SHORT TERM BORROW
(a) TRADE PAYABLES
(b) OTHER CURRENT LIAB
(c) SHORT TERM PROVISIO
TOTAL(4)
TOTAL(1+2+3+4)
II ASSETS
1 NON-CURRENT ASSETS
(i) FIXED ASSETS
- PROPERTY, PLANT & EQU
(ii) INTANGIBLE ASSETS
(iii) CAPITAL WORK-IN-PR
(iv) INTANGIBLE ASSETS UDEV.
(b) NON-CURRENT INVEST
(b) DEFERRED TAX ASSETS
(c) LONG-TERM LOANS ANADVANCES
(d) OTHER NON-CURRENT
TOTAL(1)
2 CURRENT ASSETS
(a) CURRENT INVESTMENT
(b) INVENTORIES
(c)TRADE RECEIVABLES
(d) CASH AND CASH EQUIV
(e) SHORT-TERM LOANS AADVANCES
(f) OTHER CURRENT ASSET
TOTAL(2)
TOTAL(1+2)
SIGNIFICANT ACCOUNTING POLICIE
NOTES ON ACCOUNTS
43
AKI INDIA LTD
CIN: U19201UP1994PLC016467
CONSOLIDATED ASSETS AND LIABILITIES AS RE
ARS NOTE
NO.
31ST
MAR
2018
31ST
MAR
2017
31
MA
20
ITIES
1 749.70 499.80 150
RPLUS 2 (25.13) 109.74 98
724.57 609.54 248
MONEY 3 - -
ILITIES
OWINGS 4 549.80 697.78 910
549.80 697.78 910
ROWINGS 5 1,098.00 1,231.63 1,25
6 1,123.63 1,252.63 1,41
LIABILITIES 7 140.47 191.29 139
VISIONS 8 49.99 22.08 8.
2,412.09 2,697.63 2,80
3,686.46 4,004.96 3,96
9 765.84 934.49 988
& EQUIPMENT
PROGRESS 10 200.10 200.10 186
ETS UNDER
VESTMENTS 11 3.50 3.50 3.
SSETS (NET) 12 29.24 24.07 16
S AND 13 5.43 5.43 5.
ENT ASSETS 14 0.01 0.01 0.
1,004.11 1,167.60 1,20
MENTS - -
15 1,099.79 1,247.54 1,10
16 1,194.81 1,211.36 1,33
EQUIVALENTS 17 81.10 121.67 152
NS AND 18 131.15 107.80 41
ASSETS 19 175.49 148.99 133
2,682.35 2,837.36 2,66
3,686.46 4,004.96 3,96
LICIES & 29
S RESTATED
(Rupees in Lacs)
31ST
MAR
2016
31ST
MAR
2015
31ST
MAR
2014
150.00 150.00 150.00
98.78 83.20 193.18
248.78 233.20 343.18
- - -
910.45 784.71 794.70
910.45 784.71 794.70
1,250.57 1,274.35 871.66
1,411.23 1,418.92 688.07
139.24 87.54 32.61
8.39 4.83 14.77
2,809.43 2,785.63 1,607.11
3,968.66 3,803.54 2,744.98
988.65 934.60 897.86
186.67 111.46 39.68
3.50 3.50 53.55
16.99 11.27 3.24
5.43 5.43 5.43
0.00 0.00 0.00
1,201.24 1,066.25 999.75
- - -
1,108.36 977.16 817.57
1,331.79 1,351.37 694.25
152.32 168.84 88.97
41.69 38.74 59.48
133.27 201.18 84.98
2,667.43 2,737.29 1,745.23
3,968.67 3,803.53 2,744.98
AKI India Limited
CI
STATEMENT OF CONS
S. N. PARTICULARS
REVENUE FROM OPERAT
I REVENUE FROM OPERATI
II OTHER INCOME
III TOTAL REVENUE(I+II)
IV EXPENSES:
a COST OF MATERIALS CON
PURCHASE OF STOCK-IN
b CHANGES IN INVENTORIEFINISHED GOODS
c EMPLOYEE BENEFITS EXP
d DEPRECIATION AND AMORTIZATION EXPENSE
FINANCE COSTS
e OTHER EXPENSES
TOTAL EXPENSES
V PROFIT BEFORE EXCEPT
AND EXTRAORDINARY I
AND TAX (III-IV)
VI EXCEPTIONAL ITEMS
VII PROFIT BEFORE EXTRAO
RY ITEMS AND TAX (V-V
VIII EXTRAORDINARY ITEMS
IX PROFIT BEFORE TAX (VI
X TAX EXPENSE
CURRENT TAX
EARLIER YEARS TAX
DEFERRED TAX
MAT CREDIT ENTITLEMENACCOUNT
XI PROFIT(LOSS) FOR THE P
FROM CONTINUING OPE
NS (VII-VIII)
XII PROFIT(LOSS) FROM DISCONTINUING OPERAT
XIII TAX EXPENSE OF DISCONOPERATIONS
XIV PROFIT(LOSS) FROM DISCONTINUING OPERAT(AFTER TAX) (XII-XIII)
XV INCOME TAX FOR EARLIE
XVI PROFIT (LOSS) FOR THE
(XI+XIV)
XVII EARNING PER EQUITY SH
a BASIC
b DILUTED
44
AKI INDIA LTD
CIN: U19201UP1994PLC016467
CONSOLIDATED PROFIT AND LOSS AS RESTATE
ARS NOTE
NO.
31ST
MAR
2018
31ST
MAR
2017
31
M
20
ERATIONS
RATIONS 20 4,604.56 4,104.07 4,02
21 308.00 241.16 211
4,912.56 4,345.24 4,23
S CONSUMED 22 3,066.00 2,718.33 2,70
IN-TRADE 908.68 754.99 666
ORIES OF 23 (267.13) (116.39) (10
S EXPENSES 24 177.82 159.84 148
ENSE 25 115.96 139.85 139
26 134.15 170.75 158
27 617.64 498.14 416
4,753.13 4,325.50 4,22
CEPTIONAL
RY ITEMS
159.44
19.74 10
TRAORDINA -
VI)
159.44
19.74 10
EMS
X (VII-VIII) 159.44
19.74 10
44.62 14.62 1.
9.29 -
(5.18) (7.08) (5.
EMENT - 1.63 (1.
THE PERIOD
OPERATIO -
110.71 10.56 16
RATIONS
SCONTINUING
RATIONS
RLIER YEARS
THE PERIOD 110.71 10.56 16
Y SHARE
28 1.48 0.53 1.
1.48 0.53 1.
ATED
31ST
MAR
2016
31ST
MAR
2015
31ST
MAR
2014
4,024.97 3,301.99 1,722.18
211.88 199.35 99.57
4,236.85 3,501.34 1,821.75
2,706.52 2,209.45 627.43
666.89 721.60 735.75
(10.75) (137.39) (53.45)
148.50 142.49 85.98
139.43 137.67 27.08
158.79 159.67 56.25
416.54 334.68 329.72
4,225.92 3,568.17 1,808.76
10.93 (66.83) 12.99
10.93 (116.10) 12.99
10.93 (116.10) 12.99
1.63 - 8.29
- - 3.63
(5.72) (8.03) (0.88)
(1.63) - -
16.65 (108.07) 1.95
16.65 (108.07) 1.95
1.11 (7.20) 0.22
1.11 (7.20) 0.22
AKI India Limited
CI
STATEMENT OF CO
S.
N.
PARTICULARS
A Cash Flow from Operating Activitie
Net Profit/(Loss) before tax
Adjustments for:
Finance Cost
Depreciation
Interest Expenses
Interest Income
Unrealised Gain/(Loss) on account of Currency translation Reserve
Preliminary Expenses
Profit on sale of Land
(Profit)/Loss on sale of Car
Investment written off
Operating Profit before working ca
changes
Increase / (Decrease) in Trade Payable
Increase / (Decrease) in Other Current
Increase / (Decrease) in Short Term P
(Increase) / Decrease in Inventories
(Increase) / Decrease in Trade Receiv
(Increase) / Decrease in Other Current
(Increase) / Decrease in Short Term LAdvances
Operating Profit after working capi
Less: Income Tax paid
Adjustment of MAT Credit entitlemen
Net Cash from/ (used in) Operating
B Cash Flow from Investing Activities
Purchase of Fixed Assets
Sale of Fixed Assets
Purchase of Current Investments
Grant Received towards addition of fi
(Increase) / Decrease in Long Term LAdvances
Interest Income
Profit on sale of Asset
Net Cash from/ (used in) Investing A
C Cash Flow from Financing Activitie
Increase / (Decrease) in Long Term B
Increase / (Decrease) in Short Term B
Proceeds from Issue of shares
Adjustment of ROC Fees for increasinAuthorised Capital
Finance Cost paid
Net Cash from/ (used in) Financing
Net Increase/ (Decrease) in Cash &
Equivalents
Cash & Cash Equivalents as at the
of the year
Cash & Cash Equivalents as at the
year
45
AKI INDIA LTD
CIN: U19201UP1994PLC016467
OF CONSOLIDATED CASH FLOW AS RESTATED
NOT
E
NO.
31ST
MAR
2018
31ST
MAR
2017
31
MA
20
ctivities :
159.44 19.74 10
- -
115.96 139.85 139
134.15 170.75 158
(5.08) (4.44) (6.
unt of Foreign 4.18 0.50 (0.
- -
- -
2.20
- -
ing capital 410.85 326.39 301
ayables (129.00) (158.60) (7.
urrent Liabilities (50.82) 52.05 51
erm Provisions (2.09) 0.69 1.
147.75 (139.18) (131
eceivable 16.55 120.42 19
urrent Assets (10.50) (3.35) 86
erm Loans & (23.23) (66.10) (2.
g capital changes 359.51 132.31 319
39.94 14.00 19
tlement account (1.63) 1.
rating Activities ( A ) 319.57 116.68 302
tivities :
(75.26) (99.22) (268
0.27 -
- -
n of fixed assets 125.53
erm Loans & - -
5.08 4.44 6.
- -
sting Activities ( B ) 55.62 (94.79) (262
tivities :
erm Borrowings (147.99) (212.66) 125
erm Borrowings (133.63) (18.94) (23
- 349.80
creasing - -
(134.15) (170.75) (158
ncing Activities ( C ) (415.77) (52.55) (56
sh & Cash (A+B
+C)
(40.58) (30.65) (16
t the beginning 121.67 152.33 168
t the end of the 81.10 121.67 152
31ST
MAR
2016
31ST
MAR
2015
31ST
MAR
2014
10.93 (116.10) 12.99
- - -
139.43 137.67 27.08
158.79 159.67 56.25
(6.64) (1.39) (1.10)
(0.96) 0.83 5.19
- - -
- - -
(0.66)
- 50.05 -
301.55 230.07 100.42
(7.68) 730.84 219.91
51.70 54.93 (14.91)
1.93 (1.65) 2.06
(131.20) (159.59) (510.63)
19.58 (657.12) (81.70)
86.91 (109.49) (38.27)
(2.95) 20.73 (25.21)
319.84 108.73 (348.34)
19.00 15.00 13.10
1.63
302.47 93.73 (361.44)
(268.79) (249.17) (443.63)
- 0.24 -
- - (8.78)
- - -
6.64 1.39 1.10
- 0.66 -
(262.15) (246.87) (451.32)
125.74 (9.99) 360.88
(23.78) 402.68 492.82
- - 63.50
- - -
(158.79) (159.67) (56.25)
(56.83) 233.02 860.95
(16.52) 79.88 48.20
168.84 88.97 40.77
152.33 168.84 88.97
AKI India Limited
The following is the summary of the I
Issue of Equity Shares
Out of which:
Market Maker Reservation Portion
Net Issue to the Public
Out of which:
Allocation to Retail Individual I
upto `2.00 lakh
Allocation to other investors for
lakh
Pre and Post-Issue Equity Shares
Equity Shares outstanding prior to
Equity Shares outstanding after the
Objects of the Issue
*Assuming Full Allotment
This Issue is being made in terms of Chap
being made through the Fixed Price
Regulations, the allocation in the net issu
(a) Minimum 50% to the Retail individ
(b) remaining to:
i. individual applicants othe
ii. other investors including
applied for;
(c) the unsubscribed portion is either
the other category.
For further details, please refer to sectio
The present Issue of 28,00,000 Equity Sh
our Board of Directors dated December
Act, 2013 at the Extra-ordinary General
Allocation to all categories shall be mad
Issue Price. Under subscription, if any, i
other categories or a combination of ca
and BSE. Such inter-se spill over, if an
guidelines.
46
THE ISSUE
f the Issue.
Upto 28,00,000 Equity Shares of `10our Company for cash at a price ofShare aggregating to `308.00 Lakh.
ortion Upto 1,40,000 Equity Shares of `10 our Company for cash at a price ofShare aggregating to ` 15.40 Lakh.
Upto 26,60,000 Equity Shares of `10our Company for cash at a price ofShare aggregating to ` 292.60 Lakh.
ual Investors for 13,30,000 Equity Shares of `10 eachCompany for cash at a price of ` 11.aggregating to ` 146.30 Lakh.
s for above `2.00 13,30,000 Equity Shares of `10 eachCompany for cash at a price of ` 11.aggregating to ` 146.30 Lakh.
ares
ior to the Issue 74,97,000 Equity Shares of `10 each
ter the Issue* 1,02,97,200 Equity Shares of `10 eac
Please refer to the section titled “beginning on page 67 of this Draft Pr
Chapter XB of the SEBI (ICDR) Regulations, as amended from t
ice method and hence, as per regulation 43, sub regulatio
issue to public category shall be made as follow:
ividual investors; and
other than retail individual investors; and
ding corporate bodies or institutions; irrespective of the numbe
her of the categories specified in clauses (a) and (b) may be al
ection titled “Issue Information” beginning on page 176 of this
ty Shares in terms of Draft Prospectus has been authorized pur
ber 09, 2017 and by special resolution passed under Section 62
eral Meeting of the members held on December 15, 2017.
made on a proportionate basis subject to valid Applications r
ny, in any of the categories, would be allowed to be met with sp
f categories at the discretion of our Company in consultation
if any, would be affected in accordance with applicable laws
of `10 each fully paid-up of ice of ` 11.00 each Equity akh.
f `10 each fully paid-up of ice of ` 11.00 each Equity
of `10 each fully paid-up of ice of ` 11.00 each Equity
Lakh.
0 each fully paid-up of our f ` 11.00 each Equity Share
0 each fully paid-up of our f ` 11.00 each Equity Share
each
10 each
led “Objects of the Issue” raft Prospectus.
om time to time. The Issue is
lation (4) of SEBI (ICDR)
umber of specified securities
be allocated to applicants in
f this Draft Prospectus.
pursuant to a resolution of
n 62(1)(c) of the Companies
ns received at or above the
th spill-over from any of the
tion with the Lead Manager
laws, rules, regulations and
AKI India Limited
Our Company was originally incorpprivate limited company under the Pradesh. Pursuant to a special resolGeneral Meeting held on March 18, 2fresh certificate of incorporation conPradesh & Uttaranchal, Kanpur. ThCompany and a fresh certificate of inCompany was issued on May 29, 20Number of our Company is U19201U For further details, please refer “Our
118 and 90 of this Draft Prospectus.
Brief Company and Issue Informat
Registered Office
Factory Office
Tannery
Date of Incorporation
Company Registration Number
Corporate Identification Number
Company Category
Company Sub Category
Address of Registrar of Companies
Designated Stock Exchange
Company Secretary and Com
Officer
Chief Financial Officer
47
GENERAL INFORMATION
incorporated as AKI Leather Industries Private Limited onr the Companies Act, 1956 with the Registrar of Comp resolution passed by the shareholders of the Company ah 18, 2006, our Company’s name was changed to AKI Indiaon consequent on change of name dated April 03, 2006 iur. Thereafter, our Company was converted from Private of incorporation consequent upon Conversion from Privat29, 2017 by the Registrar of Companies, Kanpur. The Co9201UP1994PLC016467.
Our History and Certain Corporate Matters” and “Our B
ctus.
ormation
AKI India Limited 9/6(11), Asharfabad Jajmau, Kanpur - 208010, Uttar Pradesh, India. Tel. No: +91 512 2463130 Website: www.groupaki.com Email: [email protected]
9/6(11), Asharfabad Jajmau, Kanpur - 20India.
415/4, Kundan Road, Akrampur, UnnPradesh, India
May 16, 1994
20-16467
U19201UP1994PLC016467
Company Limited by Shares
Indian Non-Government Company
anies
Registrar of Companies, Kanpur 10/499-B, Allenganj, Khalasi Line, Kanpur - 208002, Uttar Pradesh, India
BSE Limited (SME Platform of BSE) P.J. Towers, Dalal Street, Mumbai – 400 001
Compliance
Divya Gupta AKI India Limited 9/6(11), Asharfabad Jajmau, Kanpur - 208010, Uttar Pradesh, India Tel. No: +91 512 2463130 Email: [email protected]
Prabodh Sharma AKI India Limited 9/6(11), Asharfabad Jajmau, Kanpur - 208010, Uttar Pradesh, India Tel. No: +91 512 2463130 Email: [email protected]/ ceo@groupa
ited on May 16, 1994 as a Companies, Kanpur, Uttar any at the Extra Ordinary
I India Private Limited vide 2006 issued by RoC, Uttar Private Limited to Public
Private Company to Public he Corporate Identification
ur Business” on page no.
208010, Uttar Pradesh,
, Unnao - 209862, Uttar
oupaki.com
AKI India Limited
BOARD OF DIRECTORS OF OUR
Our Company’s Board comprises of t
Name Design
Samina Asad Iraqi Whole Time
Osama Anwar Whole Time
Aslam Saeed Non-ExecutivIndependent
Javed Iqbal Non-ExecutivIndependent
Rajkrishna Agarwal Non-ExecutivIndependent
For further details of the Board of Dipage 122 of this Draft Prospectus.
Note: Investors may contact our Co
Issue and / or the Lead Manager, in
of letters of allotment, credit of allot
etc.
All grievances relating to the ASBA
relevant SCSB to whom the Applicat
address of the applicant, number of
the Designated Branch of the releva
where the ASBA Form was submitte
For all Issue related queries and for
All complaints, queries or commen
Manager, who shall respond to the s
Details of Key Intermediaries perta
LEAD MANAGER
Finshore Management Services Lim
2nd Floor, Block – A, Room No. 207,Road, Kolkata – 700 020, West BengTel: +91–33- 2289- 5101 Facsimile:+91-33-2289-5101 Website: www.finshoregroup.com Email:[email protected] Grievance Email: info@finContact Person: Mr. S. RamakrishnaSEBI Registration No: INM0000121
BANKER TO THE COMPANY
The Jammu & Kashmir Bank Ltd.
Hospital Road, Parade, Kanpur-20800Tel: 0512-2352392, 2319043; Email: [email protected] Website: www.jkbank.net; Contact Person: Mr. Asif Rasool Ken
48
F OUR COMPANY
es of the following Directors:
Designation Address
Time Director 9/6, Asharfabad, Jajmau, Kanpur -Uttar Pradesh, India.
Time Director 9/6, Asharfabad, Jajmau, Kanpur -Uttar Pradesh, India.
xecutive and ndent Director
88/380, Chaman Ganj, Kanpur-20800Pradesh, India
xecutive and ndent Director
14 A, 150 FT Road, Jajmau, KanpurUttar Pradesh, India
xecutive and ndent Director
64 K, Payria Tola, Mahuaria, M231001, Uttar Pradesh, India
of Directors, please refer to the section titled “Our Manag
r Company Secretary and Compliance Officer and / or
r, in case of any pre-issue or post-issue related problems
allotted Equity Shares in the respective beneficiary accou
BA process may be addressed to the Registrar to the Issu
lication was submitted (at ASBA Locations), giving full d
r of Equity Shares applied for, Amount blocked, ASBA A
elevant SCSBs to whom the Application was submitted
mitted by the ASBA Applicants.
d for redressal of complaints, Applicants may also write t
ments received by Stock Exchange/SEBI shall be for
the same.
pertaining to this Issue and our Company:
AGER LEGAL COUNSEL TO
es Limited
. 207, 227, A.J.C. Bose Bengal, India
roup.com [email protected] rishna Iyengar 0012185
Advocate Aditya N. Sashittal
F/4 Saraswat Colony, Laxmi RoaSantacruz West, Mumbai- 400 05 Mob.:- 9820145079 Email:- [email protected]
REGISTRAR TO TH
Ltd.
208001, India
l Kenu
Link Intime India Private Limi
C-101, 1st Floor, 247 Park, Lal BhShastri Marg, Vikhroli (West), MMaharashtra, India Tel: +91 22 4918 6200 Facsimile :+91 22 4918 6195 Website: www.linkintime.co.in Email: [email protected] Grievance Email: aki.ipoContact Person: Ms. Shanti GopaSEBI Registration No: INR00000
DIN
- 208010, 01668732
- 208010, 03142832
208001, Uttar 0996483
anpur-208010, 1335862
ia, Mirzapur- 08018396
anagement” beginning on
/ or the Registrar to the
lems, such as non-receipt
account or refund orders,
e Issue, with a copy to the
full details such as name,
BA Account number and
tted (at ASBA Locations)
rite to the Lead Manager.
e forwarded to the Lead
L TO THE ISSUE
i Road 00 054
O THE ISSUE
Limited
Lal Bhadur st), Mumbai-400 083,
co.in [email protected] Gopalkrishnan 000004058
AKI India Limited
PEER REVIEW AUDIT
Gupta Agarwal & Associates,
Chartered Accountants
23 gangadhar babu lane, Imax Lohia,Square, 3rd Floor, Room no. 3a, KolkBengal, India Tel.: 033 2269-6087, 2218-2739/ 98398364 32639 Email: guptaagarwal.associate@[email protected], guptajs
BANKER TO THE ISSUE
Kotak Mahindra Bank Limited
Kotak Infiniti, 6th Floor, Building Park, Off Western Express Highway,General AK Vaidya Marg, Malad400097, Maharashtra, India. Tel: +91 22 66056588 Facsimile :+91 22 67132416 Website: www.kotak.com Email: [email protected] Investor Grievance Email: aki.ipo@shContact Person: Mr. Prashant SawantSEBI Registration No: INBI00000927
*Gupta Agarwal & Associates, Char
in compliance with section IX of part
No .329001E dated April 21, 2017 iss
STATEMENT OF INTER SE ALL
Finshore Management Services Limrelating to co-ordination and other astatement of inter-se allocation of resp
SELF CERTIFIED SYNDICATE B
The lists of banks that have been nhttp://www.sebi.gov.in/sebiweb/otherBranches which shall collect Applicat
BROKERS TO THIS ISSUE
The list of the Registered Brokers, address, is provided on thehttp://www.bseindia.com/Markets/Putime.
REGISTRAR TO ISSUE AND SHA
The list of the RTAs eligible to accesuch as address, telephone number anLimited, as updated from time to time
COLLECTING DEPOSITORY PA
The list of the CDPs eligible to accesuch as name and contact details, arefrom time to time. The list of brancheApplication Forms from the Desig(www.sebi.gov.in) and updated from
49
UDITORS* STATUTORY AUD
Lohia, , Kolkata-700012, West
9/ 98310 12639/
@gmail.com/ [email protected]
Jaiswal Misra & Company
Chartered Accountants
15/271-C, Civil Lines Kanpur - 208 001 Tel. No.: 0512-2333722 Email: [email protected]
lding No. 21, Infinity hway, Malad (E), Mumbai-
[email protected] awant 000927
ADVISOR TO THE COMPAN
Mr. Ankit Sinha
A-701, Tulsi Residency Kharghar, Navi Mumbai Tel. No.: 8355827476
hartered Accountants, are appointed as peer review aud
part A of Schedule VIII of SEBI (ICDR) and hold a valid p
7 issued by the “Peer Review Board” of the ICAI.
ALLOCATION OF RESPONSIBILITIES
s Limited is the sole Lead Manager to this Issue and alther activities in relation to the Issue shall be performed
of responsibilities is not required.
ATE BANKS (“SCSBs”)
een notified by SEBI to act as SCSB for the ASBA pro/other/OtherAction.do?doRecognised=yes. For details
pplication Forms, please refer to the above-mentioned SEBI
rs, including details such as postal address, telephone the website of the Stock Exchange, at ets/PublicIssues/brokercentres_new.aspx?expandable=3 as
D SHARE TRANSFER AGENTS
o accept Applications forms at the Designated RTA Locatiber and e-mail address, are provided on the website of Sto
to time.
Y PARTICIPANTS
o accept Application Forms at the Designated CDP Locatiils, are provided on the website of Stock Exchange at BSEranches of the SCSBs named by the respective SCSBs to re
Designated Intermediaries will be available on the w from time to time.
AUDITORS
.com
PANY
auditors of our Company
lid peer review certificate
and all the responsibilities rmed by them and hence a
A process are provided on tails of the Designated SEBI link.
phone number and e-mail at BSE Limited at
=3 as updated from time to
Locations, including details of Stock Exchange at BSE
Locations, including details t BSE Limited, as updated s to receive deposits of the the website of the SEBI
AKI India Limited
CREDIT RATING
This being an Issue of Equity Shares,
TRUSTEES
As the Issue is of Equity Shares, the a
DEBENTURE TRUSTEES
As the Issue is of Equity Shares, the a
IPO GRADING
Since the Issue is being made in termof appointing an IPO Grading agency
MONITORING AGENCY
As per regulation 16(1) of the SEBI Iif the Issue size is below `10,000 Laappointed any monitoring agency forAudit Committee of our Company, w Pursuant to Regulation 32(3) of the Sdisclose to the Audit Committee the uNet Proceeds remains unutilized, ourheads in our Company’s balance sheehave been utilized so far and details indicating interim investments, if anyto utilize the entire amount that we hutilize such unutilized amount in the n Further, in accordance with Regulatifurnish to the Stock Exchanges on a utilization of the Net Proceeds for the
APPRAISING ENTITY
No appraising entity has been appoint
EXPERT OPINION
Except as stated below, our Company Except as stated below, our Company
Our Company has received consent fexpert in this Draft Prospectus in relastatements; and (b) Statement of Twithdrawn as on the date of this Draft
UNDERWRITER
Our Company and Lead Manager tunderwriting agreement is dated [●] aunderwriter are subject to certain conunderwrite following number of speci
50
hares, credit rating is not required.
s, the appointment of trustees is not required.
s, the appointment of Debenture trustees is not required.
in terms of Chapter XB of the SEBI (ICDR) Regulations thgency.
EBI ICDR Regulations, the requirement of Monitoring Age000 Lakh. Since the Issue size is only of ` 308.00 Lakh, o
for this Issue. However, as per Section 177 of the Comany, would be monitoring the utilization of the proceeds of t
f the SEBI (LODR) Regulations, 2015, our Company shall e the uses and application of the Net Proceeds. Until such tid, our Company will disclose the utilization of the Net Pro
ce sheet(s) clearly specifying the amount of and purpose foetails of amounts out of the Net Proceeds that have not bee if any, of such unutilized Net Proceeds. In the event that out we have currently estimated for use out of the Net Proceein the next fiscal.
egulation 32(1)(a) of the SEBI (LODR) Regulations, 2015s on a half yearly basis, a statement indicating material devfor the objects stated in this Draft Prospectus.
ppointed in respect of any objects of this Issue.
mpany has not obtained any expert opinions:
mpany has not obtained any other expert opinions:
nsent from the Statutory Auditors of the Company to incluin relation to the (a) Statutory Auditors' reports on the restat of Tax Benefits by the Statutory Auditors and such cos Draft Prospectus.
ager to the Issue hereby confirm that the Issue is 100%●] and pursuant to the terms of the underwriting agreeme
ain conditions specified therein. The underwriter has indicaf specified securities being offered through this Issue
ons there is no requirement
g Agency is not mandatory akh, our Company has not Companies Act, 2013, the
ds of the Issue.
all on a half yearly basis such time as any part of the et Proceeds under separate
ose for which Net Proceeds ot been utilized so far, also that our Company is unable roceeds in a fiscal, we will
, 2015, our Company shall ial deviations, if any, in the
include their name as an restated Audited financial ch consent has not been
100% Underwritten. The greement, obligations of the indicated their intention to
AKI India Limited
Name, Address, Telephone, Fac
Email of the Underwriters
Finshore Management Services Lim
Anandlok, Block-A, 2nd Floor, RoomA.J.C. Bose Road, Kolkata-700020, ITel.: +91-33-22895101 Facsimile: +91-33-22895101 Website: [email protected] Email: [email protected] Grievance Email: [email protected]
Contact Person: Mr. S. RamakrishnaSEBI Registration No: INM0000121
TOTAL
In the opinion of the Board of Directosufficient to enable them to discharge 140,000 Equity Shares of the Marke
Maker in order to claim complian
Regulations, 2009, as amended.
DETAILS OF MARKET MAKING
Our Company and the Lead ManagerMarket Maker to fulfil the obligations
Name
Address
Telephone
Facsimile
Contact Person
Market Maker Registration No.
(SME Segment of BSE)
[●], registered with SME segment ofspecified securities in the market mEquity Shares or for a period as may b The Market Maker shall fulfill the Regulations, as amended from time ttime to time.
Following is a summary of the key d
1. The Market Maker(s) (indivitime in a day. The same shainform the exchange in advoffered by the Market Maker
2. The minimum depth of the
less than `1 Lakh shall be allin that scrip provided that hethe effect to the selling brok10,000 Equity Shares thus mrevised by BSE.
51
, Facsimile, and Indicated number of
Equity Shares to be
Underwritten
Amount
Underwritte
(in Lakh)
es Limited
Room No. 207, 227 020, India
roup.com
rishna Iyengar 0012185
[●]
[●]
Directors of our Company, the resources of the above menticharge their respective underwriting obligations in full.
arket Maker Reservation Portion which are to be subs
iance with the requirements of Regulation 106 V(4)
KING ARRANGEMENT FOR THIS ISSUE
anager has entered into Market Making Agreement dated [ations of Market Making for this Issue:
[●]
ent of BSE will act as the market maker and has agreed to ket making process for a period of three years from the d may be notified by amendment to SEBI (ICDR) Regulation
ll the applicable obligations and conditions as specified time to time and the circulars issued by the BSE and SEB
key details pertaining to the Market Making arrangem
(individually or jointly) shall be required to provide a 2-waye shall be monitored by the stock exchange. Further, the M
in advance for each and every black out period when the Maker(s).
f the quote shall be ` 1.00 Lakh. However, the investors wl be allowed to offer their holding to the Market Maker(s) (inthat he sells his entire holding in that scrip in one lot alongg broker. Based on the IPO price of ` 11.00 per share thethus minimum depth of the quote shall be ` 1.00 Lakh unti
written
% of the total
Issue size
Underwritten
mentioned Underwriter are
subscribed by the Market
(4) of the SEBI (ICDR)
ated [●] with the following
ed to receive or deliver the the date of listing of our
ulations.
ified in the SEBI (ICDR) d SEBI in this matter from
ngement:
way quote for 75% of the , the Market Maker(s) shall n the quotes are not being
tors with holdings of value r(s) (individually or jointly) along with a declaration to re the minimum lot size is h until the same, would be
AKI India Limited
3. After a period of three (3)exempted to provide quote if(including the 5 % of the EqShares allotted to Market Main to consideration of compuMaker in our Company reduquotes.
4. There shall be no exempti
exhausts his inventory throuverification.
5. Execution of the order at the
the quotes given by him.
6. There would not be more thtime and the Market MakersAt this stage, [●] is acting a
On the first day of the lithe trading will happen asthe listing on the discovered
7. The Market Maker may alsodo so.
8. Our Company will be placed
9. There will be special circutemporarily / fully from thecontrollable reasons require for non-controllable reasoncontrollable reasons would b
10. The Market Maker(s) shall h
on mutually acceptable terreplacement Market Maker(s
11. In case of termination of the
compulsory Market Makinganother Market Maker(s) inMarket Maker but prior to tensure compliance with the the Company and the Leadreplacement of the current Mof Designated Market Makregulations applicable at thainspection at our Corporate O
12. BSE SME Exchange will ha
Market, Value-At-Risk (VACapital etc. BSE can impose
13. BSE SME Exchange will m
initiated for any exceptionExchange on the Market Msecurity as per the specified time. The Exchange will immarket (offering two way qmonetary as well as suspensi
52
ee (3) months from the market making period, the Maruote if the Shares of Market Maker in our Company reachesthe Equity Shares Equity Shares out to be allotted under thket Maker under this Issue over and above 5 % Equity Sharecomputing the threshold of 25% of Issue Size. As soon as y reduce to 24% of Issue Size, the Market Maker will resu
emption / threshold on downside. However, in the even through market making process, BSE may intimate the sa
at the quoted price and quantity must be guaranteed by the
ore than five Market Makers for the Company’s Equity Sakers may compete with other Market Makers for better qu
ting as the sole Market Maker.
the listing, there will be pre-opening session (call auctpen as per the equity market hours. The circuits will applyvered price during the pre-open call auction.
y also be present in the opening call auction, but there is no
placed in SPOS and would remain in Trade for Trade settlem
circumstances under which the Market Maker may be m the market – for instance due to system problems, any
equire prior approval from the Exchange, while force-majeureasons. The decision of the Exchange for deciding coould be final.
shall have the right to terminate said arrangement by givingle terms to the Lead Manager, who shall then be respaker(s).
of the above mentioned Market Making agreement prior to aking period, it shall be the responsibility of the Lead Mr(s) in replacement during the term of the notice period or to the date of releasing the existing Market Maker fromth the requirements of regulation 106V of the SEBI (ICDR) Lead Manager reserve the right to appoint other Market rent Market Maker or as an additional Market Maker subjet Makers does not exceed 5 (five) or as specified by th at that particulars point of time. The Market Making Agreeorate Office from 11.00 a.m. to 5.00 p.m. on working days.
ill have all margins which are applicable on the BSE Maink (VAR) Margin, Extreme Loss Margin, Special Marginsmpose any other margins as deemed necessary from time-to
will monitor the obligations on a real time basis and pueptions and / or non-compliances. Penalties / fines mayket Maker, in case he is not able to provide the desired liqcified guidelines. These penalties / fines will be set by the E
ill impose a penalty on the Market Maker(s) in case he way quotes) for at least 75% of the time. The nature ofspension in market making activities / trading membership.
e Market Maker would be eaches to 25% of Issue Size der this Issue). Any Equity Shares would not be taken on as the Shares of Market ill resume providing 2-way
e event the Market Maker the same to SEBI after due
by the Market Maker(s), for
uity Shares at any point of tter quotes to the investors.
ll auction) and there after apply from the first day of
is no obligation on him to
settlement for 10 days.
y be allowed to withdraw s, any other problems. All majeure will be applicable
ing controllable and non-
giving one-month notice or e responsible to appoint a
ior to the completion of the ad Manager to arrange for eriod being served by the
r from its duties in order to ICDR) Regulations. Further arket Maker(s) either as a
subject to the total number by the relevant laws and Agreement is available for days.
Main Board viz., Mark-to-argins and Base Minimum
to-time.
nd punitive action will be s may be imposed by the red liquidity in a particular the Exchange from time to se he is not present in the
ture of the penalty will be rship.
AKI India Limited
14. The Department of Surveilpenalties / fines / suspensioMarket Maker from time to t
15. Pursuant to SEBI Circular n
upper side for market makeissue size and as follows:
Issue Size
Buy
(inc
inven
Up to Rs.20 Crore
Rs 20 to Rs.50 Crore
Rs 50 to Rs.80 Crore
Above Rs.80 Crore
16. Price Band and Spreads: SE
20, 2012, has laid down thatshall be:
i. In case equilibrium price is d
shall be 5% of the equilibriu
ii. In case equilibrium price is session shall be 5% of the iss10 days from commencemeExchange.
53
urveillance and Supervision of the Exchange would decpension for any type of misconduct / manipulation / otherme to time.
cular number CIR/MRD/DSA/31/2012 dated November 27 makers during market making process has been made app
Buy quote exemption threshold
(including mandatory initial
inventory of 5% of the issue size)
Re-entry thresho
(including mandato
of 5% of th
25%
20%
15%
12%
ds: SEBI Circular bearing reference no: CIR/MRD/DP/ 02n that for issue size up to 250 crores, the applicable price b
ice is discovered in the Call Auction, the price band in the nilibrium price.
rice is not discovered in the Call Auction, the price band i the issue price. Additionally, the trading shall take place in ncement of trading. The following spread will be applicab
ld decide and publish the / other irregularities by the
ber 27, 2012, limits on the de applicable, based on the
hreshold for buy quote
andatory initial inventory
of the issue size)
24%
19%
14%
11%
DP/ 02/2012 dated January price bands for the first day
the normal trading session
band in the normal trading ace in TFT segment for first plicable on the BSE SME
AKI India Limited
Our Share capital structure before thProspectus, is set forth below:
Sl.
No. Particulars
A. Authorized Share Capital
1,10,00,000 Equity Shares of `
B. Issued, Subscribed & Paid-Issue
74,97,000 Equity Shares of `1
C. Present Issue in terms of the D
Fresh Issue of 28,00,000 Eqcash at a price of `11.00 per sh
Which Comprises
D. Reservation for Market Maker
1,40,000 Equity Shares of `11.00 per Equity Share
E. Net Issue to the Public
26,60,000 Equity Shares of `11.00 per Equity Share
of which
13,30,000 Equity Shares of `11.00 per Equity Share will beallotment to Retail Individual I
13,30,000 Equity Shares of `11.00 per Equity Share will beallotment to Other Investors of
F. Paid up Equity capital after the
1,02,97,000 Equity Shares of `
G. Securities Premium Account
Before the Issue
After the Issue
* The present Issue of 28,00,000 Equ
resolution of our Board of Directors
62(1)(c) of the Companies Act, 2013
December 15, 2017.
Details of changes in Authorized S
Date of
Shareholders
approval
EGM/AGM
/ Postal
Ballot
On Incorporation
--
May 06, 2004 EGM
November 22, 2005
EGM
July 19, 2014 EGM
54
CAPITAL STRUCTURE
re the Issue and after giving effect to the Issue, as at t
Amount (` in Lak
Aggregate
Nominal Value (`)
es of `10 each 1,100.00
up Share Capital prior to the
s of `10 each 749.70
the Draft Prospectus
00 Equity Shares of `10 each for per share
280.00
Maker portion
of `10 each at a premium of Re 14.00
s of `10 each at a premium of Re 266.00
s of `10 each at a premium of Re will be available for allocation for idual Investors of up to `2.00 lakh
133.00
s of `10 each at a premium of Re will be available for allocation for tors of above ` 2.00 lakh
133.00
ter the Issue
es of `10 each 1,02
NI
28.
Equity Shares in terms of Draft Prospectus has been aut
tors dated December 09, 2017 and by special resolution
2013 at the Extra-ordinary General Meeting (EGM) of
ized Share Capital of our Company since incorporation
Authorised
Share Capital
(`)
Details of chang
3000 -
50,00,000 Pursuant to the Ordinary resolutShareholders on May 06, 2004, tCapital was increased from `15,01,50,000 Equity Shares of `10 comprising of 5,00,000 Equity Share
1,50,00,000 Pursuant to the Ordinary resolutShareholders on November 22, 2Share Capital was increased from `5of 5,00,000 Equity Shares of `10 comprising of 15,00,000 Equity Sha
5,00,00,000 Pursuant to the Ordinary resolut
as at the date of this Draft
Lakh, except share data)
Aggregate Value at
Issue Price (`)
0.00 --
9.70 --
0.00 308.00
4.00 15.40
6.00 292.60
3.00 146.30
3.00 146.30
1,029.70
NIL
28.00
authorized pursuant to a
tion passed under Section
) of the members held on
tion
change
resolution passed by our 004, the Authorised Share `15,00,000 comprising of
`10 each to `50,00,000 Shares of `10 each
resolution passed by our 22, 2005, the Authorised rom `50,00,000 comprising f `10 each to `1,50,00,000 ty Shares of `10 each
resolution passed by our
AKI India Limited
Date of
Shareholders
approval
EGM/AGM
/ Postal
Ballot
December 15, 2017
EGM
Notes to Capital Structure
1. Share capital history of ou
a. Equity share capit
The following is the history of the equ
Date of
Allotment
Number
of Equity
Shares
Face
Valu
e per
Equit
y
Shar
e (`)
Upon Incorporation
300 10.00
December 21, 1999
1,00,000 10.00
March 31, 2006
7,64,700 10.00
March 28, 2014
6,35,000 10.00
January 10, 2017
20,00,000 10.00
March 23, 2017
14,98,000 10.00
December 31, 2017
24,99,000 10.00
(1) Allotment on subscription to the
Sl.
No. Name of the allo
I. Ashraf Kamal Iraqi
II. Asad Kamal Iraqi
III. Anwar Kamal Iraqi
Total
(2) Preferential Allotment dated De
Sl.
No.
Name of the allot
I. Asad Kamal Iraqi
Total
55
Authorised
Share Capital
(`)
Details of chang
Shareholders on July 19, 2014, thCapital was increased from `1,50,015,00,000 Equity Shares of `10 ecomprising of 50,00,000 Equity Sha
11,00,00,000 Pursuant to the Ordinary resolutShareholders on December 15, 2Share Capital was increased comprising of 50,00,000 Equity Sh`11,00,00,000 comprising of 1,10,0of `10 each
of our Company
capital history of our Company
the equity share capital of our Company:
Issue
Price
per
Equit
y
Shar
e (`)
Nature
of
Consider
ation
(Cash/
Other
than
Cash)
Nature of
allotment
Cumulativ
e Number
of Equity
Shares
10.00 Cash Subscription to the MoA (1)
300
10.00 Cash Preferential Issue (2)
1,00,300
10.00 Cash Preferential Issue (3)
8,65,000
10.00 Cash Preferential Issue (4)
15,00,000
10.00 Cash Rights Issue (5) 35,00,000
10.00 Cash Rights Issue (6) 49,98,000
NA Other than cash
Bonus Issue (7) 74,97,000
o the Memorandum of Association
e allottee Number of Equity Shar
100
100
100
d December 21, 1999
e allottee Number of Equity Shar
1,00,000
1,00,000
change
14, the Authorised Share `1,50,00,000 comprising of
`10 each to `5,00,00,000 ty Shares of `10 each
resolution passed by our 15, 2017, the Authorised ased from `5,00,00,000 ity Shares of `10 each to 1,10,00,000 Equity Shares
Cumulative
Share
Capital
(`)
Cumulati
ve Share
Premium
(`)
3,000 --
10,03,000 --
86,50,000 --
1,50,00,000 --
3,50,00,000 --
4,99,80,000 --
7,49,70,000 --
y Shares allotted
300
y Shares allotted
AKI India Limited
(3) Preferential Allotment dated Ma
Sl.
No. Name of the allottee
I. Asad Kamal Iraqi
II. Ashraf Kamal Iraqi
III. Answar Kamal Iraqi
IV. Samina Asad Iraqi
V. Saleeha Khatoon
Total
(4) Preferential Allotment dated Ma
Sl.
No. Name of the allo
I. Samina Asad Iraqi
II. Saleha Khatoon
III. Answar Kamal Iraqi
IV. Osama Anwar
Total
(5) Rights Issue of 20,00,000 Equit
held on Record Date i.e. Januar
subscribed by the existing share
Sl.
No. Name of the allo
I. Asad Kamal Iraqi
II. Answar Kamal Iraqi
Total
(6) Rights Issue of 14,98,000 Equit
Shares held on Record Date
renounced and subscribed by th
Sl.
No. Name of the allo
I. Asad Kamal Iraqi
II. Anwar Kamal Iraqi
III. Osama Anwar
IV. Samina Asad Iraqi
V. Saleha Khatoon
Total
(7) Bonus Issue dated December 31
as per the details given below:
Sl.
No. Name of the allo
I. Asad Kamal Iraqi
II. Anwar Kamal Iraqi
III. Samina Asad Iraqi
IV. Saleha Khatoon
V. Osama Anwar
VI. Mohammad Ajwad
VII. Uzair Anwar
Total
56
d March 31, 2006
Number of Equity Shares allotted
d March 28, 2014
he allottee Number of Equity Shar
quity Shares at Issue Price of Rs. 10/- in ratio of 2 for e
nuary 07, 2017. The details of Equity Shares offered, rece
hareholders is as under:
e allottees Number of Equity Shar
quity Shares at Issue Price of Rs. 10/- in ratio of 428 f
ate i.e. March 17, 2017. The details of Equity Shar
y the existing shareholders is as under:
allottee Number of Equity Shar
er 31, 2017, in the ratio of 1 (One) equity share for every
w:
he allottee Number of Equity Shar
llotted
4,06,750
51,500
1,02,000
1,17,000
87,450
7,64,700
y Shares allotted
2,61,500
1,09,400
49,930
2,14,170
6,35,000
for every 1 Equity Shares
received, renounced and
y Shares allotted
15,00,000
5,00,000
20,00,000
28 for every 1000 Equity
hares offered, received,
y Shares allotted
8,58,931
2,79,069
1,13,750
1,61,998
84,252
14,98,000
very 2 (two) equity shares
y Shares allotted
14,32,840
4,65,550
2,70,249
1,40,551
1,89,710
50
50
24,99,000
AKI India Limited
2. Our Company has not issuedon December 31, 2017 as on
3. We have not revalued our
bonus shares) by capitalizing
4. Build-up of our Promoters S
a. Build-up of our Promoters
The current promoters of o As on the date of this Drwhich constitutes 75.97% o None of the Equity Shares Set forth below is the buildour Company.
(1) Asad Kamal Iraqi
Date of
Allotment
Number
of Equity
Shares
Cumul
ative
No. of
Equity
Share
Upon Incorporati
on
100 100
December 21, 1999
1,00,000 1,00,100
March 31, 2006
4,06,750 5,06,850
January 10, 2017
15,00,000 20,06,850
March 23, 2017
8,58,931 28,65,781
May 29, 2017
-100 28,65,681
May 29, 2017
-1 28,65,680
December 15, 2017
14,32,840 42,98,520
Total 42,98,520
(2) Anwar Iraqi
Date of
Allotment
Number of
Equity
Shares
Cumula
e No. o
Equity
Share
Upon Incorporati
on
100 100
57
issued Equity Shares for consideration other than cash exce as on the date of this Draft Prospectus.
our assets since inception and have not issued any Equalizing any revaluation reserves.
ters Shareholding, Promoter’s Contribution and Lock-in
oters shareholding in our Company
rs of our Company are Mr. Asad Kamal Iraqi and Mr. Anwa
is Draft Prospectus, our Promoters collectively hold 56,9.97% of the issued, subscribed and paid-up Equity Share cap
hares held by our Promoters is subject to any pledge.
e build-up of the equity shareholding of our Promoters, sinc
. of
uity
Face
Valu
e (`)
Issue
per
Equit
y
Shar
e (`)
Nature
of
Conside
ration
Nature of
transaction
Sourc
of fun
10 10 Cash Allotment at the time of
incorporation
Owne
10 10 Cash Preferential Issue
Owne
10 10 Cash Preferential Issue
Owne
10 10 Cash Rights Issue Owne
10 10 Cash Rights Issue Owne
10 10 Cash Transferred Owne
10 10 Cash Transferred Owne
10 NA Other than Cash
Bonus Issue NA
mulativ
No. of
quity
Share
Fac
e
Val
ue
(`)
Issue
per
Equit
y
Shar
e (`)
Nature
of
Conside
ration
Nature of
transactio
n
Sourc
of
funds
100 10 10 Cash Allotment at the time
of
Owne
h except bonus issues made
y Equity Shares (including
Anwar Kamal Iraqi.
d 56,95,170 Equity Shares, are capital of our Company.
s, since the incorporation of
Sources
of funds
% of
pre
issue
equity
share
capital
% of
post
issue
equity
share
capital
Owned 0.001 -
Owned 1.33 0.97
Owned 5.43 3.95
Owned 20.01 14.56
Owned 11.46 8.35
Owned -0.001 -
Owned -0.00001
-
NA 19.11 13.92
57.337 41.75
Sources
of
funds
% of
pre
issue
equity
share
capital
% of
post
issue
equity
share
capital
Owned 0.001 -
AKI India Limited
Date of
Allotment
Number of
Equity
Shares
Cumula
e No. o
Equity
Share
March 31, 2006
1,02,000 1,02,10
March 28, 2014
49,930 1,52,03
January 10, 2017
5,00,000 6,52,03
March 23, 2017
2,79,069 9,31,09
May 29, 2017
1 9,31,10
December 15, 2017
4,65,550 13,96,65
Total 13,96,650
All the Equity Shares held bof such Equity Shares. Our Equity Shares held by our Pand no loans or financial assfor such purpose. As on the date of this DraCompany.
b. Details of Promoters’ Contri
Pursuant to Regulation 32 oIssue Equity Share capital of(3) years from the date of Al All Equity Shares held byRegulation 33 of the SEBI (I All the Equity Shares of ourdematerialized form prior to Our Promoters have consentaggregate, as may constituteand the Equity Shares propo
58
mulativ
No. of
quity
Share
Fac
e
Val
ue
(`)
Issue
per
Equit
y
Shar
e (`)
Nature
of
Conside
ration
Nature of
transactio
n
Sourc
of
funds
incorporation
,02,100 10 10 Cash Preferential Issue
Owne
,52,030 10 10 Cash Preferential Issue
Owne
,52,030 10 10 Cash Rights Issue
Owne
,31,099 10 10 Cash Rights Issue
Owne
,31,100 10 10 Cash Transferred
Owne
,96,650 10 NA Other than Cash
Bonus Issue
NA
held by our Promoter were fully paid up as on the respectiv. Our Promoter have confirmed to our Company and the L our Promoter have been financed from their owned fundsial assistance from any bank or financial institution has bee
is Draft Prospectus, our Promoter does not hold any pref
Contribution Locked-in for Three (3) Years
n 32 of the SEBI (ICDR) Regulations, an aggregate of at leital of our Company held by our Promoters shall be locked of Allotment.
eld by our Promoters are eligible for Promoters’ contrEBI (ICDR) Regulations.
of our Company held by our Promoters and the Promoter Grior to filing of the Prospectus with the RoC.
onsented to the inclusion of such number of the Equity Shstitute 20% of the post-Issue capital of our Company as Pro proposed to form part of Promoters’ contribution subject t
Sources
of
funds
% of
pre
issue
equity
share
capital
% of
post
issue
equity
share
capital
Owned 1.361 0.99
Owned 0.666 0.48
Owned 6.669 4.86
Owned 3.722 2.71
Owned 0.000 -
NA 6.210 4.52
18.629 13.56
pective dates of acquisition the Lead Manager that the funds, as the case may be, as been availed of by them
y preference shares in our
of at least 20% of the post-locked for a period of three
contribution, pursuant to
oter Group shall be held in
ity Shares held by them, in as Promoters’ contribution bject to lock-in shall not be
AKI India Limited
disposed of/ sold/ transferreDraft Prospectus with the Sto Accordingly, Equity Shares Promoters shall be locked-follows:
Date on which
the Equity
Shares were
Allotted
Nature of
Acquisition
Mr. Asad Kamal Iraqi
March 31, 2006 Preferential Issue
January 10, 2017 Rights Issue
December 31, 2017
Bonus Issue
Grand Total
The Promoters’ contribution has beefrom the persons defined as ‘promote The Equity Shares that are being locRegulation 33 of the SEBI (ICDR) Re
II. The Equity Shares issued foyears immediately precedingrevaluation of assets or capirevaluation reserves or unreaineligible for computation oinclude any Equity Shares Draft Prospectus at a price public in the Issue;
III. No Equity Shares have been
Draft Prospectus no Equity Sthe date of this Draft Prospduring that period, in case othe partners of the erstwhilethe management.
Provided that specified secuperiod of more than one year
IV. The Equity Shares held by o
not subject to any pledge orour Company held by the Prto the filing of the Prospectu
c. Details of Equity Shares Loc
In terms of Regulation 36 anby the Promoters for the MPromoters’ contribution for for a period of one (1) year f The Equity Shares which areduration of specified non-
59
sferred by our Promoters during the period starting from tthe Stock Exchange until the date of commencement of the l
hares aggregating to 20% of the post-Issue capital of our C-in for a period of three (3) years from the date of Allo
Details of Promoter’s Contribution
Nature of
Consideration
(Cash/Other
than Cash)
Number of
Equity
Shares
Allotted
Face
Value
(₹)
Issued
Price
(₹)
Cash 5,06,750 10 10
Cash 15,00,000 10 12
Other than Cash
60,000 10 10
20,66,750
as been brought in to the extent of not less than the specifomoters’ under the SEBI (ICDR) Regulations.
ng locked-in are not ineligible for computation of PromoterR) Regulations. In this respect, we confirm the following:
ued for minimum Promoters’ contribution have not been acqceding the date of this Draft Prospectus for considerationr capitalization of intangible assets, nor have resulted from
r unrealized profits of our Company or against Equity Sharetion of Promoters’ contribution; the minimum Promoters’ hares acquired during the one (1) year immediately prece price lower than the price at which the Equity Shares are
e been issued to our Promoters in the last one (1) year precquity Shares have been issued to our Promoters in the last o Prospectus at a price less than the issue price, against fundcase of an issuer formed by conversion of one or more partwhile partnership firms are the promoters of the issuer and
d securities, allotted to promoters against capital existinge year on a continuous basis, shall be eligible.
ld by our Promoters which are issued for minimum Promodge or any other form of encumbrance whatsoever; and all the Promoters and the Promoter Group shall be held in demspectus.
es Locked-in for one (1) year
36 and 37 of the SEBI (ICDR) Regulations, other than the the Minimum Promoter’s Contribution, which will be lon for three (3) years, all the pre-Issue Equity Shares shall
year from the date of Allotment.
ich are subject to lock-in shall carry inscription ‘non-transfe-transferrable period mentioned in the face of the sec
from the date of filing this f the lock-in period.
our Company, held by our f Allotment in the Issue as
ued % of post-
Issue
share
capital
Period
of
Lock-
in
4.92
3 Years
14.57
0.58
20.0
specified minimum lot and
moters’ contribution under ing:
en acquired in the three (3) eration other than cash and d from a bonus issue out of Shares which are otherwise oters’ contribution does not preceding the date of this res are being Issued to the
r preceding the date of this last one (1) year preceding t funds brought in by them re partnership firms, where er and there is no change in
xisting in such firms for a
Promoters’ contribution are nd all the Equity Shares of n dematerialized form prior
an the Equity Shares Issued be locked-in as minimum shall be subject to lock-in
ansferable’ along with the he security certificate. The
AKI India Limited
shares which are in dematerdetails of lock-in of the Equthe listing of the Equity Shar
d. Other requirements in respec
In terms of Regulation 39 oheld by our Promoters mayinstitutions as collateral secprovided that such pledge oShares locked-in as Promoaforementioned requirementthe purpose of financing one In terms of Regulation 40 othan our Promoters prior towhich are locked-in, subjecremaining period and comAcquisition of Shares and Tsuch transferee shall not be(ICDR) Regulations has elap Further, in terms of RegulPromoters may be transferrecontrol of our Company, suremaining period and compeligible to transfer them unti
e. We further confirm that our
does not include any contribu
f. Shareholding of our Promote The table below presents thShares as on the date of filin
Particulars Number
Promoters (A)
Asad Kamal Iraqi
Anwar Kamal Iraqi
Total (A)
Promoter Group (B)
Samina Asad Iraqi
Saleha Khatoon
Osama Anwar Iraqi
Mohammad Ajwad
Uzair Anwar
Total (B)
Total (A+B)
As on the date of filing of thdo not hold any preference s
5. Acquisition and sale/transfer
There has been no acquisitiyear preceding the date of fil
60
materialized form, if any, shall be locked-in by the respecte Equity Shares shall also be provided to the Designated Sty Shares.
respect of lock-in
n 39 of the SEBI (ICDR) Regulations, locked-in Equity Shs may be pledged only with scheduled commercial bankral security for loans granted by such banks or public dge of the Equity Shares is one of the terms of the sanctioPromoters’ contribution can be pledged only if in addiements, such loans have been granted by such banks or fing one or more of the objects of the Issue.
n 40 of the SEBI (ICDR) Regulations, the Equity Shares hrior to the Issue may be transferred to any other person hsubject to the continuation of the lock-in in the hands o compliance with the Securities and Exchange Board o and Takeovers) Regulations, 2011, as amended ("Takeovnot be eligible to transfer them until the lock-in period stas elapsed.
Regulation 40 of SEBI (ICDR) Regulations, the Equity nsferred to and among the Promoters Group or to new prony, subject to continuation of the lock-in in the hands of t compliance with the Takeover Regulations and such tram until the lock-in period stipulated in the SEBI (ICDR) Reg
at our Promoters Contribution of 20.00 % of the post-Issueontribution from Alternative Investment Fund.
romoters & Promoter Group
ents the shareholding of our Promoters and Promoter Grof filing of this Draft Prospectus:
Pre-Issue Pos
mber of Shares Percentage (%)
holding Number of Share
42,98,520 57.34 42,98,52
13,96,650 18.63 13,96,65
56,95,170 75.97 56,95,17
8,10,747 10.81 8,10,74
4,21,653 5.62 4,21,65
5,69,130 7.59 5,69,13
150 0.002 15
150 0.002 15
18,01,830 24.03 18,01,83
74,97,000 100.00 74,97,00
g of this Draft Prospectus, our Promoters and members of ence shares in our Company.
ansfer of Equity Shares by our Promoters in last one (1) yea
quisition, sale or transfer of Equity Shares by our Promotee of filing of this Draft Prospectus other than as stated in Poi
espective depositories. The ted Stock Exchange before
ity Shares for one (1) year l banks or public financial ublic financial institutions, anction of the loan. Equity addition to fulfilling the or financial institutions for
ares held by persons other rson holding Equity Shares ands of transferees for the oard of India (Substantial akeover Regulations") and
riod stipulated in the SEBI
quity Shares held by our w promoters or persons in s of the transferees for the ch transferee shall not be
R) Regulations has elapsed.
Issue Equity Share capital
r Group, who hold Equity
Post-Issue
Shares Percentage (%)
holding
,98,520 41.75
,96,650 13.56
,95,170 55.31
,10,747 7.87
,21,653 4.09
,69,130 5.53
150 0.001
150 0.001
,01,830 17.50
,97,000 72.81
ers of the Promoters Group
1) year
romoters in the last one (1) in Point no. 4 above.
AKI India Limited
6. Shareholding Pattern of ou
The table below presents theProspectus.
61
of our Company:
nts the current shareholding pattern of our Company as on
as on the date of this Draft
AKI India Limited
Our Shareholding Pattern:-
Catego
ry
Category of
shareholder
Nos.
of
shar
e
hold
ers
No. of
fully paid
up equity
shares
held
No. of
Partly
paid-
up
equity
shares
held
No. of
shares
underlyin
g
Depositor
y Receipts
Tota
sh
I II III IV V VI V
IV+(A) Promoters &
Promoter Group 7 74,97,000 - - 74,
(B) Public - - - -
(C) Non Promoter- Non Public
- - - -
(C1) Shares underlying DRs
- - - -
(C2) Shares held by Emp. Trusts
- - - -
Total 7 74,97,000 - - 74,9
*As on date of this Draft Prospectus 1 Equity share holds 1 ^ We have only one class of Equity Shares of face value of In terms of SEBI circular bearing no. Cir/ISD/3/2011 dateShares held by the Promoters and Promoter Group is in demOur Company will file the shareholding pattern of our ComEquity shares. The Shareholding pattern will be uploaded on the website o
62
Total nos.
shares
held
Shareholdi
ng as a %
of total no.
of shares
(calculated
as per
SCRR,
1957)
As a % of
(A+B+C2)
Number of Voting Rights held in
each class of securities* No. of
Shares
Underlying
Outstanding
convertible
securities
(including
Warrants)
Shareholdi
as a %
assuming
conversio
of convert
securities (
percentage
diluted sh
capital)
As a % o
(A+B+C
No of Voting Rights
Total as
a
% of
(A+B+
C)
Class
Equity
Shares of
Rs.10/-
each^
Clas
s eg:
y
Tot
al
VII =
IV+V+VI VIII IX X XI=VIII+
74,97,000 100.00 74,97,000 - 74,97,000 100.00 - 10
- -
- - - - - - -
- - - - - - -
- - - - - - -
74,97,000 100.00 74,97,000 - 74,97,000 100.00 - 100.00
olds 1 vote. lue of Rs. 10/- each. 1 dated June 17, 2011 and SEBI circular bearings no. SEBI/Cir/ISD/05/2011
in dematerialised form. ur Company, in the form prescribed under Regulation 31 of the Listing Regulati
site of BSE Limited before commencement of trading of such Equity Share.
eholding ,
s a %
ming full
version
nvertible
ities ( as a
entage of
ted share
apital)
a % of
+B+C2)
Number
of Locked
in shares
Number of
Shares
pledged or
otherwise
encumbered
Number of
equity shares
held in
dematerialize
d form
No.
(a)
As a
% of
total
Shares
held
(b)
No.
(a)
As a
% of
total
Share s
held (b)
VIII+IX XII XIII XIV
100.00 - -74,97,000
- --
- - --
- - --
- - --
00.00 - - 74,97,000
011 dated September 30, 2011, the Equity
lation, one day prior to the listing of the
AKI India Limited
7. Except as set out below, noCompany.
Particulars
Osama Anwar
Samina Asad Iraqi
Total
8. None of the Equity Shares
Prospectus.
9. None of the shareholding ofDraft Prospectus.
10. None of the persons belong
shares as on the date of this D
11. None of the Key ManageriaDraft Prospectus except as d
Particulars
Osama Anwar
Samina Asad Iraqi
Total
12. Top Ten Shareholders of our
The top ten (10) shareholderthe Stock Exchange are as fo
Sl.
No. Name of th
1. Asad Kamal Iraqi
2. Anwar Kamal Iraqi
3. Samina Asad Iraqi
4. Osama Anwar Iraqi
5. Saleha Khatoon
6. Mohammad Ajwad
7. Uzair Anwar
Total
13. The top ten (10) sharehold
Prospectus with the Stock Ex
Sl.
No. Name of th
1. Asad Kamal Iraqi
2. Anwar Kamal Iraqi
3. Samina Asad Iraqi
4. Osama Anwar Iraqi
5. Saleha Khatoon
6. Mohammad Ajwad
7. Uzair Anwar
Total
14. The top ten (10) sharehold
Prospectus with the Stock Ex
63
w, none of the directors of our Company are holding any
Number of
Shares
Pre-Issue Percentage
holding (%)
Po
5,69,130 7.59
8,10,747 10.81
13,79,877 18.41
hares of our Company are subject to any pledge as on t
ing of the Promoters & Promoter Group is subject to lock
elonging to the category Public are holding more than 1% of this Draft Prospectus.
nagerial Personnel holds Equity Shares in our Company apt as disclosed below:
Number of
Shares
Pre-Issue Percentage
holding (%)
5,69,130 7.59
8,10,747 10.81
13,79,877 18.41
of our Company.
holders of our Company as of the date of the filing of the De as follows:
e of the Shareholder Number of Equity
Shares
42,98,520
13,96,650
8,10,747
5,69,130
4,21,653
150
150
Total 74,97,000
reholders of our Company as of ten (10) days prior to thock Exchange are as follows:
e of the Shareholder Number of Equity
Shares
42,98,520
13,96,650
8,10,747
5,69,130
4,21,653
150
150
Total 74,97,000
reholders of our Company as of two (2) years prior to thock Exchange are as follows:
g any Equity Shares in our
Post-Issue Percentage
holding (%)
5.53
7.87
13.40
s on the date of this Draft
o lock-in as on date of this
n 1% of the total number of
pany as on the date of this
Post-Issue
Percentage holding
(%)
5.53
7.87
13.40
f the Draft Prospectus with
quity % of
Shareholding
8,520 57.34
6,650 18.63
0,747 10.81
9,130 7.59
1,653 5.62
150 0.002
150 0.002
7,000 100.00
r to the filing of the Draft
quity % of
Shareholding
8,520 57.34
6,650 18.63
0,747 10.81
9,130 7.59
1,653 5.62
150 0.002
150 0.002
7,000 100.00
r to the filing of the Draft
AKI India Limited
Sl. No. Name of t
1. Asad Kamal Iraqi
2. Samina Asad Iraqi
3. Anwar Kamal Iraqi
4. Saleha Khatoon
5. Osama Anwar Iraqi
Total
15. None of our public shareh
Company: There has been no subscription to immediately preceding the date of thiin aggregate equals or exceeds 1% of
Sl.
No. Name of Shareholder
1 Asad Kamal Iraqi
2 Answar Kamal Iraqi
16. Our Company has not grante
the date of this Draft Prospec
17. Our Company has not issued391-394 of the Companies A
18. None of our Promoters, P
financing arrangements or fperson during the period oProspectus.
19. We hereby confirm that ther
shares, preferential allotmenthe date of the Draft Prospeunblocked on account of fail
20. Our Company, its Directors
standby arrangements for the
21. None of the Promoter Grpurchased or sold any Equidate of filing of this Draft Pr
22. Our Company undertakes th
Company, unless otherwiseaccounting norms as specifie
64
e of the allottee Number of Equity
Shares allotted
20,06,850
6,52,030
3,78,500
1,96,850
2,65,770
35,00,000
shareholders are holding more than 1% of the pre-Issue
on to or sale or purchase of our Equity Shares, within of this Draft Prospectus, by our Promoters, Directors or P1% of the pre-Issue Equity Share capital of our Company ex
Promoter/
Director/
Promoter
Group
Date of
Subscriptio
n/
purchase/
Sale
No. of
Shares
Subscription
/ purchase/
Sale
Fac
e
Val
ue
Promoter January 10, 2017
15,00,000 10
March 23, 2017
8,58,931 10
December 09, 2017
14,32,840 10
Promoter January 10, 2017
5,00,000 10
December 09, 2017
4,65,550 10
granted any options or allotted any Equity Shares under therospectus.
issued and allotted Equity Shares in terms of scheme(s) apnies Act, 1956 or section 230-232 of Companies Act 2013.
ers, Promoter Group, our Directors and their relatives hts or financed the purchase of the Equity shares of our Coriod of six (6) months immediately preceding the date o
at there will be no further issue of capital whether by the wlotment, right issue or in any other manner during the periorospectus until the Equity shares offered have been listed
of failure of issue.
rectors, Promoters or the Lead Manager have not entered for the purchase of the Equity Shares of our Company.
r Group, Directors of the Promoter (s), the Directors and Equity Shares during the period of six (6) months immeraft Prospectus with the Stock Exchange.
kes that there shall be only one (1) denomination for the rwise permitted by law. Our Company shall comply with
pecified by SEBI from time to time.
% of Shareholding
57.34
18.63
10.81
5.62
7.59
100.00
Issue share capital of our
within the three (3) years s or Promoter Group which any except as stated below.
Percenta
ge of
Share
Capital
(Pre-
issue)
Percenta
ge of
Share
Capital
(Post-
issue)
20.00 21.89
11.46 8.34
19.11 13.92
6.67 4.86
6.21 4.52
der the ESOP Scheme as on
(s) approved under Section 2013.
tives has entered into any our Company by any other date of filing of the Draft
y the way of issue of bonus e period commencing from listed or application money
tered into any buy-back or
rs and their relatives have immediately preceding the
r the Equity Shares of our y with such disclosure and
AKI India Limited
23. There are no outstanding wa
into Equity Shares as on the
24. The Equity Shares are fullyfiling of this Draft Prospectu
25. Our Company has not issued
26. Our Company shall comply
SEBI and other regulatory au
27. The Equity Shares issued pu
28. Our Company has not madethe immediately preceding tw
29. As on date of this Draft Pros
30. Our Company has not raised
this Draft Prospectus, whichits business requirements, oreceipt of the Net Proceeds o
31. Our Company, Directors, Pr
direct or indirect, discounts, in this Draft Prospectus.
32. Our Company presently doe
the equity capital structure bthe issue of securities on asecurities or qualified instituof the Issue. However, if ouour Company may, subjectactivity or use Equity Shares
33. Our Company has not revalu
34. An over-subscription to the
to the nearest integer durinminimum application size inof 10% of the Issue, as a rincrease by the excess amouPromoter and subject to threthe post Issue paid-up capita
35. Under subscription, if any, i
any of the other categoriesconsultation with the LeadPlatform). Such inter-se spilregulations and guidelines.
36. In case of over-subscription
of Regulation 43(4) of SEBI
37. There are no Equity Shares a
38. Other than the Equity Shares
39. This issue is being made thro
65
ng warrants, options or rights to convert debentures, loansn the date of this Draft Prospectus.
e fully paid up and there are no partly paid-up Equity Shaspectus.
issued Equity Shares out of Revaluation Reserves.
mply with such disclosures and accounting norms as may tory authorities from time to time.
ed pursuant to this Issue shall be fully paid-up.
made any public issue of any kind or class of securities ofding two (2) years prior to filing this Draft Prospectus.
ft Prospectus, our Company has 7 shareholders.
t raised any bridge loans from any bank or financial instituwhich are proposed to be repaid from the Net Proceeds. Hoents, our Company may consider raising bridge financineeds of the Issue.
ors, Promoters or members of our Promoter Group shall notounts, commissions, allowances or otherwise under this Issu
ly does not have any proposal or intention, negotiation and ture by way of split/ consolidation of the denomination of on a preferential basis or issue of bonus or rights or fuinstitutions placement within a period of six (6) months from, if our Company enters into acquisitions, joint ventures oubject to necessary approvals, consider raising additional Shares as currency for acquisitions or participation in such jo
revalued its assets during the last five (5) financial years.
to the extent of 10% of the Issue can be retained for the pu during finalizing the allotment, subject to minimum allosize in this Issue. Consequently, the actual allotment may gas a result of which, the post-issue paid up capital after amount of allotment so made. In such an event, the Equi
to three (3) years lock- in shall be suitably increased; so as capital is locked in.
any, in any of the categories, would be allowed to be metegories or a combination of categories at the discretion Lead Manager and Designated Stock Exchange i.e.
se spill over, if any, would be affected in accordance with aines.
iption in all categories the allocation in the issue shall be as SEBI (ICDR) Regulations.
hares against which depository receipts have been issued.
Shares, there is no other class of securities issued by our Co
de through the Fixed Price method.
, loans or other instruments
ty Shares as on the date of
s may be specified by BSE,
ties of our Company within
institution as on the date of ds. However, depending on nancing facilities, pending
all not make any payments, is Issue except as disclosed
n and consideration to alter ion of the Equity Shares, or or further public issue of
rom the date of opening ures or other arrangements, tional capital to fund such such joint ventures.
the purpose of rounding off m allotment, which is the may go up by a maximum after the Issue would also Equity Shares held by the
so as to ensure that 20% of
e met with spill-over from retion of our Company in i.e. BSE Limited (SME with applicable laws, rules,
l be as per the requirements
ur Company.
AKI India Limited
40. In terms of Rule 19(2)(b)(iSCRR) the Issue is being mCompany. Further, this IssuAs per Regulation 43(4) oallocation’ is the Net Issue to
a. Minimum fifty perc
b. Remaining to other
41. The unsubscribed portion in
the Applicants in the other c If the retail individual invesbasis, accordingly the retail i
Our Promoters and members of our P The Lead Manager and its associates Draft Prospectus.
66
)(b)(i) of the Securities Contracts (Regulation) Rules, 19ing made for at least 25% of the post-Issue paid-up Equity
is Issue is being made in terms of Chapter XB of the SEBI3(4) of the SEBI (ICDR) Regulations, since our is a fissue to the public category shall be made as follows:
ty percent (50%) to retail individual investors; and
other than retail individual investors.
tion in either of the categories specified in (a) or (b) abovether category.
l investor category is entitled to more than fifty percent (5retail individual investors shall be allocated that higher perc
our Promoter Group will not participate in the Issue.
ciates do not hold any Equity Shares in our Company as o
es, 1957, as amended, (the Equity Share capital of our SEBI (ICDR) Regulations. s a fixed price Issue ‘the
above may be allocated to
ent (50%) on proportionate r percentage.
as on the date of filing this
AKI India Limited
SECTI
The Issue includes a fresh Issue of 2Equity Share. Our Company proposes to utilize tmentioned objects and gain benefits o
The Objects of the Issue are:
A. To Meet working capital reqB. To meet the Issue Expenses;C. To meet General corporate p
(Collectively referred as the “Objects
We believe that listing will enhance oShare of our Company in India and wprimarily engaged in selling, purchasall classes of leather hides skin or ancillary object clause of the Memoractivities and the activities for whicCompany are within the object clauseinternal management estimates and ha
Requirement of Funds
Our funding requirement is depend ochanges in our financial condition andor revising the planned expenditure particular purpose from the planned e The following table summarizes the r
Sl. No.
1 To Meet working capital
2 Public issue expenses
3 General corporate purpose
Total: Gross Issue Proce
Less: Public Issue Expens
Total: Net Issue Proceed
Utilisation of Net Issue Proceeds
Requirement and General corporate p Means of Finance: The above-menintend to fund the shortfall, if any, frofor the above-mentioned fund require
Sl. No.
1 Net Issue Proceeds
Since the entire fund requirements a
requirement to make firm arrang
Regulations through verifiable mea
amounts to be raised through the pro
67
ECTION IV: PARTICULARS OF THE ISSUE
OBJECTS OF THE ISSUE
e of 28,00,000 Equity Shares of our Company at an Issue
ilize the funds which are being raised through this Issuefits of listing on SME Platform of BSE:
tal requirement; enses; and orate purpose
jects”)
ance our corporate image and brand name and create a pub and will further enable us to avail future growth opportuniurchasing, manufacturing, refining, export, Import, or otherin or their substitutes, natural and synthetic. The main oemorandum of Association of our Company enable us to u
r which we are raising funds through the Issue. The exis clause of our Memorandum. The Fund requirement and de and has not been appraised by any bank and financial institu
end on a number of factors which may not be in the controion and current commercial condition. Such factors may entiture and funding requirement and increasing or decreasingnned expenditure.
s the requirement of funds:
Particulars
apital requirement
urpose
Proceeds
xpenses
oceeds
ceeds: The Net Issue proceeds will be utilised to finanrate purpose in tune of ` 250.00 Lakh and ` 28.00 Lakh resp
mentioned fund requirement will be met from the proceny, from internal accruals and/ or debt. Set forth below areequirement:
Particulars
Total
nts are to be funded from the proceeds of the Issue. Acc
rangements of finance under Regulation 4(2)(g) of
means towards at least 75% of the stated means of fin
e proposed Issue.
Issue Price of ` 11.00 per
s Issue towards the below
a public market for Equity ortunities. Our Company is r otherwise deal as agent in
ain object clause and the us to undertake our existing e existing activities of our and deployment is based on institution.
control of our management, ay entail rescheduling and / easing the expenditure for a
Amount
(in ` Lakh)
250.00
30.00
28.00
308.00
30.00
278.00
finance Working Capital h respectively.
proceeds of the Issue. We w are the means of finance
Amount
(in ` Lakh)
278.00
278.00
. Accordingly, there is no
) of the SEBI (ICDR)
of finance, excluding the
AKI India Limited
The fund requirements are based on ifinancial institution or any other indechange in the light of changes in extefactors. In case of any increase in the actual particular activity will be met by wathe actual utilization towards any ofused for future growth opportunities funds from the Issue, our company mthrough a combination of Internal Ac As we operate in competitive environand consequently our fund requiremreflective of our future expenditure pand fund requirements owing to competition and other external factorrescheduling or revising the plannedparticular purpose at the discretion of For further details on the risks involvthe section titled “Risk Factors” begi
Details of the use of the proceeds
1. To Meet Working Capital Re
Our business is working capital intaccruals. Considering the existing aassessed based on the internal workinWe intend to meet our working capitaIssue and the balance will be met frequirement.
Basis of estimation of working capita
The details of our Company’s compoon the Restated Summary Statements
DETAILS OF UTILIZATION OF
Working Capital Requirements
Particulars
Cash & Bank Balance
Sundry Debtors
- Domestic
- Exports
Inventories
- Raw Material
- Work in Progress
- Finished Goods
Other Current Assets
Sundry Creditors
Other Current Liabilities
68
d on internal management estimates and have not been apper independent agency. These are based on current conditioin external circumstances or costs or other financial conditio
ctual utilization of funds earmarked for the Objects, such aby way of means available to our Company, including fromny of the Objects is lower than the proposed deployment nities including funding existing objects, if required. In caspany may deploy certain amounts towards any of the aboval Accruals or Unsecured Loans.
nvironment, our Company may have to revise its business puirements may also change. Our Company’s historical expiture plans. Our Company may have to revise its estimated g to various factors such as economic and business c factors which may not be within the control of our managemlanned expenditure and funding requirements, including t
tion of the Company’s management.
involved in our business plans and executing our business ” beginning on page 15 of this Draft Prospectus.
ital Requirement
tal intensive. We finance our working capital requiremeting and future growth, the total working capital needs orkings of our Company is expected to reach ` 555.55 Lak
capital requirements to the extent of ` 250.00 Lakh from the met from internal accruals and borrowings at an approp
apital
composition of working capital as at March 31, 2018 and Mments. Further the source of funding of the same are as set o
N OF ISSUE PROCEEDS
31.03.2018
45.54
602.68
399.44
391.68
380.31
327.79
317.36
Total Current Assets 2,464.80
888.19
249.99
n appraised by any bank or onditions and are subject to onditions and other external
h additional funds for a g from internal accruals. If ment such balance will be
In case of delays in raising e above mentioned Objects
ness plan from time to time cal expenditure may not be
ated costs, fund allocation ness conditions, increased anagement. This may entail ding the expenditure for a
siness strategies, please see
irement from our internal needs of our Company, as 5 Lakh for FY 2018- 2019. om the Net Proceeds of this ppropriate time as per the
and March 31, 2019 based s set out in the table below:
(` in lakh)
Rs. In Lakhs
31.03.2019
48.32
400.00
1,000.00
600.00
525.00
375.00
234.96
3,183.28
1,150.00
175.73
AKI India Limited
To
Working Capital Gap
Source of Working Capital
Bank Loan
Proceeds from IPO
Internal Accrual
We have estimated future working ca
Particulars
Receivables Domestic D
Export De
Inventory
Raw Mate
Work in P
Finished G
Payables Credit Peri
The details of our Company’s expectof the same have not been audited certificate dated September 07, 2018, On the basis of existing working capcapital requirement, our Board pursuaplan for the period ended March 31,standalone basis.
2. Public Issue Expense
The estimated Issue relatedCommissions, Printing and Fees, Depository Fee and approximately ` 30.00 Lakhmet out of the proceeds of th
Act
Fees payable to Merchant Banker ,Expenditure Brokerage & Selling Com
Printing and Stationery Expenses, AdStatutory Expenses etc.
Total Estimated
3. General Corporate Purpos
Our management, in accordproceeds earmarked for geproceeds aggregating ` 250growth. In accordance withremaining Net Proceeds, foperating expenses, initial strengthening of our businesCompany in the ordinary coBoard of Directors, subject t
69
Total Current Liabilities 1,138.18
1,326.62
31.03.2018
1,098.00
-
228.62
Total 1,326.62
ing capital requirements based on the following:
(No. of Months)
Basis 2017-18
estic Debtors 4.68
ort Debtors 1.80
Material 1.28
k in Progress 1.18
shed Goods 1.04
it Period 2.91
expected working capital requirements for the Financial Yedited or reviewed by the Statutory Auditor. Our Statutor 2018, certified the working capital requirements of our Com
ng capital requirement of our Company and the estimated pursuant to their resolution dated September 07, 2018 has ach 31, 2019 and the projected working capital requiremen
related expenses includes Issue Management Fee, Undeg and Distribution Expenses, Legal Fee, Advertisement Ee and Listing Fee. The total expenses for this Issue Lakh which is 9.74 % of the Issue Size. All the Issue relas of the Issue and the break-up of the same is as follows:
Activity
nker , Registrar Fees, Legal Fees & Misc. ng Commission
es, Advertising and Marketing Expenses
imated Issue Expenses
urpose:
accordance with the policies of our Board, will have flexior general corporate purposes. We intend to deploy the ` 250.00 Lakh towards the general corporate purposes t
e with the policies set up by our Board, we have flexibeds, for general corporate purpose including but not reitial development costs for projects other than the identifusiness development and marketing capabilities, meeting e
ary course of business may not foresee or any other purposebject to compliance with the necessary provisions of the Com
1,325.73
1,857.55
31.03.2019
1,210.00
250.00
397.55
1,857.55
2018-19
4.80
2.18
1.35
1.10
0.79
2.59
ial Years 2019 and funding tatutory Auditor have by a r Company.
mated incremental working has approved the business
rement for Fiscals 2019 on
Underwriting and Selling ent Expenses, Registrar’s
ssue are estimated to be e related expenses shall be s:
(` In Lakh)
Expenses
25.50
4.50
30.00
e flexibility in utilizing the y the balance Fresh Issue oses to drive our business flexibility in applying the not restricted to, meeting identified projects, and the eting exigencies, which the urposes as approved by our he Companies Act.
AKI India Limited
We confirm that any issue Purpose. Further, we confirProspectus, shall not exceed
4. Proposed year-wise Deploy
The proposed year wise breaProceeds is as under:
Sl. No. Particula
1. Working Capital Requirem
2. Public Issue Expenses
3. General Corporate Purpos
Total
The above expense includes GST.
5. Funds Deployed and Source
Our Peer Auditors, Gupta ASeptember 02, 2018 have cobject of the Issue:
Sl. No.
1. Issue Expenses^
^ Excluding applicable tax
6. Sources of Financing for the
Peer Auditors, Gupta AgarSeptember 02, 2018 have alshas been financed through in
Sl. No.
1 Internal Accruals
Appraisal
None of the Objects have been apprparty organization. The funding requare currently based on management number of factors which may not bstructures, changes in our financial clight of changes in external circumsta
Shortfall of Funds
Any shortfall in meeting the fund requ
Bridge Financing Facilities
As on the date of this Draft Prospecfrom the Net Proceeds. However, warrangement / cash credit facility wcompletion of the Issue.
70
issue related expenses shall not be considered as a part oconfirm that the amount for general corporate purposes, xceed 25% of the amount raised by our Company through th
eployment of Funds and Schedule of Implementation:
se break up of deployment of funds and Schedule of Implem
ticulars Amount already
Incurred
Amoun
quirement 0.00
4.60
urpose 0.00
Total 4.60
ources of Funds Deployed:
upta Agarwal & Associates, Chartered Accountants, vide have confirmed that the following funds have been deplo
Particulars
Total
for the Funds Deployed
Agarwal & Associates, Chartered Accountants, vide thave also confirmed the amount deployed so far towards part ugh internal sources.
Particulars
Total
n appraised by any bank or financial institution or any othg requirements of our Company and the deployment of the ment estimates. The funding requirements of our Compan
not be in the control of our management, including variancial condition and current commercial conditions and areumstances or in our financial condition, business or strategy
nd requirements will be met by way of internal accruals and
rospectus, we have not raised any bridge loans which are pver, we may draw down such amounts, as may be requireility with our lenders, to finance additional working ca
part of General Corporate oses, as mentioned in this ugh this Issue.
mplementation of Net Issue
(` In Lakh)
mount to be deployed in
F.Y. 2018-19
250.00
25.40
28.00
303.40
vide their certificate dated deployed for the proposed
(Rs. In Lakh)
Amount deployed
15.58
15.58
ide their certificate dated s part of the Issue expenses
(Rs. In Lakh)
Amount deployed
4.60
4.60
ny other independent third of the proceeds of the Issue mpany are dependent on a
g variations in interest rate nd are subject to change in trategy.
ls and or unsecured Loans.
are proposed to be repaid required, from an overdraft ng capital needs until the
AKI India Limited
Monitoring Utilization of Funds
As the Issue size is less than `10,000appoint a monitoring agency. The Audit committee and the Boardthrough this public issue. Pursuant tohalf-yearly basis disclose to the Audbasis, our Company shall prepare aProspectus and place it before the Authe proceeds of the Issue have beenStatutory Auditors of our Company. Further, in accordance with SEBI Lison a half yearly basis, a statement indthe objects stated in this Draft Prospe
Interim Use of Proceeds
Pending utilization of the Issue prodeposit the Net Proceeds with schedu Our Company confirms that it shall nof any listed company or for any inveestate linked products.
Variation in Objects
In accordance with Section 27 of the without our Company being authorisethe notice issued to the Shareholderprescribed details as required undeCompanies Act and the rules thereuncontrolling Shareholders would be ragree to the proposal to vary the objthis regard.
Other Confirmations
There is no material existing or anticManagerial Personnel, director of proProceeds will be paid by us as consdirector of promoters except in the no
71
10,000 Lakh, under the SEBI (ICDR) Regulations it is not
Board of Directors of our Company will monitor the utilizant to Regulation 32 of SEBI Listing Regulations, 2015, o
e Audit Committee the Applications of the proceeds of thpare a statement of funds utilized for purposes other thanthe Audit Committee. Such disclosures shall be made only u been utilized in full. The statement of funds utilized wiany.
BI Listing Regulations, 2015, our Company shall furnish toent indicating material deviations, if any, in the utilization ofrospectus.
e proceeds of the Issue for the purposes described abovecheduled commercial banks included in schedule II of the R
shall not use the Net Proceeds for buying, trading or otherwy investment in the equity markets or investing in any real
of the Companies Act, 2013, our Company shall not vary ththorised to do so by the Shareholders by way of a special reholders in relation to the passing of such special resolut under the Companies Act and shall be published in ereunder. As per the current provisions of the Companies A
d be required to provide an exit opportunity to such sharhe objects, at such price, and in such manner, as may be pr
r anticipated transactions with our Promoters, our Directors of promoters in relation to the utilisation of the Net Proceeds consideration to our Promoters, our Directors or Key M the normal course of business and in compliance with the ap
is not mandatory for us to
utilization of funds raised 015, our Company shall on of the Issue On an annual r than stated in this Draft only until such time that all
will be certified by the
ish to the Stock Exchanges tion of the Net Proceeds for
above, our Company will f the RBI Act.
otherwise dealing in shares y real estate product or real
ary the objects of the Issue cial resolution. In addition, esolution shall specify the d in accordance with the anies Act, our Promoters or h shareholders who do not be prescribed by SEBI, in
ectors, our Company’s Key roceeds. No part of the Net
Key Managerial Personnel, the applicable laws.
AKI India Limited
Authority for the Issue
The present Issue of 28,00,000 Equiresolution of our Board of Directors 62(1)(c) of the Companies Act, 20December 15, 2017.
Ranking of Equity Shares
The Equity Shares being issued undArticles and shall rank pari-passu witdividends. The Allottees in receipt of any other corporate benefits, if any, please refer to the chapter “Main Pro
Prospectus.
Terms of the Issue
The Equity Shares, now being IssuProspectus, Application form, ConfiAssociation of our Company, the guid(ICDR) Regulations, 2009, the Deposon the date of the Issue and to the ext In addition, the Equity Shares shall aCertificates, as per the SEBI (ICDRcapital and listing of securities laid doand other documents that may be exec
Face Value Each Equity
Issue Price Each Equity Value.
Market Lot and
Trading Lot
The Market 10,000; subjapplicants.
Terms of
Payment
100% of thedetails please
Ranking of the
Equity Shares
The Equity Sthe Companyexisting EquEquity Sharebenefits, if adetails, pleasDraft Prospec
Minimum Subscription
In accordance with Regulation 106P accordance with explanation to Regurestricted up to the minimum subscrip If our Company does not receive the within 60 (Sixty) days from the datesubscription amount received. If therethe amount, our Company shall pay in
72
BASIC TERMS OF THE ISSUE
Equity Shares in terms of Draft Prospectus has been authectors dated December 09, 2017 and by special resolution ct, 2013 at the Extra- Ordinary General Meeting of th
d under the Issue shall be subject to the provisions of ousu with the existing Equity Shares of our Company includinipt of Allotment of Equity Shares under this Issue will be en
f any, declared by the Company after the date of Allotmen Provisions of the Articles of Association” beginning on p
g Issued, are subject to the terms and conditions of th Confirmation of Allocation Note (“CAN”), the Memorane guidelines for listing of securities issued by the Governm
Depositories Act, Stock Exchange, RBI, RoC and/or other he extent applicable.
hall also be subject to such other conditions as may be inco(ICDR) Regulations, 2009, notifications and other regulat laid down from time to time by the Government of India ane executed in respect of the Equity Shares.
quity Share shall have the face value of `10.00 each.
quity Share is being issued at a price of ` 11.00 each and
arket lot and Trading lot for the Equity Share is 10,000 ; subject to a minimum allotment of 10,000 Equity Shar
of the Issue price of ` 11.00 each shall be payable on Apse refer “Issue Procedure” on page 185 of this Draft Pr
uity Shares shall be subject to the Memorandum and Articlmpany and shall rank pari-passu in all respects includingg Equity Shares of the Company. The Allottees in recei Shares under this Issue will be entitled to dividends as, if any, declared by the Company after the date of All, please see “Main Provisions of Articles of Association” rospectus.
106P (1) of SEBI ICDR Regulations, this Issue is 100% u Regulation 106P (1) of SEBI ICDR Regulations the undebscription level.
ve the subscription of 100% of the Issue including devolveme date of closure of the issue, our Company shall forthwif there is a delay beyond 8 (eight) days after our Company pay interest prescribed in the Companies Act.
en authorized pursuant to a lution passed under Section of the members held on
s of our Memorandum and cluding rights in respect of
ll be entitled to dividends or otment. For further details, g on page 204 of this Draft
of this Draft Prospectus, morandum and Articles of
vernment of India and SEBI other authorities as in force
e incorporated in the Share egulations for the issue of dia and/or other authorities
h and is 1.1 time of Face
0,000 and the multiple of Shares to the successful
on Application. For more raft Prospectus.
Articles of Association of luding dividends with the receipt of Allotment of
ends and other corporate of Allotment. For further
” on page 204 of this
00% underwritten. Also, in e underwriting shall not be
volvement on Underwriters orthwith unblock the entire pany becomes liable to pay
AKI India Limited
Further, in accordance with Regulatioto the Issue, if the number of prospsection titled “Terms of the Issue” be
73
gulation 106R of SEBI ICDR Regulations, no allotment sh prospective allottees is less than 50 (fifty). For further d
” beginning on page 176 of this Draft Prospectus.
ent shall be made pursuant ther details, please refer to
AKI India Limited
Investors should read the followingCompany under the section titled “Financial Information” beginning trading price of the Equity Shares of or part of his investment. The Issue Price has been determined key business strengths of our Compais ` 11.00 each, which is 1.1 times of
QUALITATIVE FACTORS
For a detailed discussion on the qualisection titled1 “Our Business” beginn
QUANTITATIVE FACTORS
Information presented in this sectionaccordance with Indian GAAP. Someare as follows:
Basic & Diluted Earnings per share
Sl. No. Period
1. FY 2015-16
2. FY 2016-17
3. FY 2017-18
Weighted Average
Basic & Diluted Earnings per share (E
Sl. No. Period
1. FY 2015-16
2. FY 2016-17
3. FY 2017-18
Weighted Average
Notes:
The figures disclosed above are based
Earnings per Share has been calcula
issued by the Institute of Chartered A
The above statement should be rea
Financial Statements as appearing in
Price Earning (P/E) Ratio in relation t
Sl. No. Par
1. P/E ratio based on the Basfor FY 2017-18
2. P/E ratio based on the Weifor FY 2017-18
74
BASIS FOR ISSUE PRICE
owing summary with the section titled “Risk Factors”, ttitled “Our Business” and its financial statements undnning on page 15, 90 and page 144 respectively of the Dres of our Company could decline due to these risks and the
ined by the Company in consultation with the Lead Managompany. The face value of the Equity Shares is ` 10.00 eaces of the face value.
e qualitative factors which form the basis for computing the beginning on page 90 of this Draft Prospectus.
ection is derived from our Company’s restated financial st. Some of the quantitative factors, which form the basis for
share (EPS):
Standalone
Basic & Diluted
(`) Weights
0.95 1
0.76 2
1.36 3
1.09
hare (EPS), as adjusted:
riod
Standalone
Basic & Diluted
(`) Weights
0.36 1
0.34 2
1.02 3
0.68
ased on the restated financial statements of the Company
lculated in accordance with Accounting Standard 20 –
ed Accountants of India.
read with Significant Accounting Policies and the N
g in Annexure IV.
ation to the Issue Price of ` 11.00:
Particulars Standalone P/E
he Basic & Diluted EPS, as adjusted 10.78
e Weighted Average EPS, as adjusted 16.17
”, the details about our s under the section titled the Draft Prospectus. The nd the investor may lose all
Manager on the basis of the 00 each and the Issue Price
ng the price, please refer to
cial statements prepared in sis for computing the price,
Consolidated
Basic &
Diluted (`) Weights
1.11 1
0.53 2
1.48 3
1.10
Consolidated
Basic &
Diluted (`) Weights
0.42 1
0.24 2
1.11 3
0.71
any.
“Earnings per Share”
e Notes to the Restated
P/E Consolidated P/E
10.78 9.91
16.17 15.49
AKI India Limited
Peer Group P/ E:
We believe that none of the listed csegments in which we operate. Thereor more business segments common t
Sl.
No Name of Company
1.
Mirza International Limited
2. Bhartiya International Limited
3. Super Tannery Limited
4. AKI India Limited**
5. AKI India Limited **
6. AKI India Limited ^
7. AKI India Limited ^
Source: Capital Market; Vol. XXXII
*Based on March 31, 2018 restated fi**Standalone ^ Consolidated # adjusted EPS
Return on Net worth (RoNW)*
Sl. No. Period
1. FY 2015-16
2. FY 2016-17
3. FY 2017-18
Weighted Average
*Restated Profit after tax/Net Worth
Minimum Return on Net Worth aft
Sl. No Particulars
1 At the Issue Price
Net Asset Value (NAV) per Equity
Sl. No. As at
1. March 31, 2016
2. March 31, 2017
3. March 31, 2018
4. NAV after Issue
5. Issue Price
The face value of our shares is ` 10.0face value. Our Company in consultation with thPublic Issue is justified in view of th
75
isted companies in India offer products or services across There are, however, listed companies in India in the Leathmon to ours and these are as given below:
Face
Value
(Rs.)
Basic EPS (Rs.)# P/E RoNW
2 6.5 15.6
imited 10 10.8 35.8
1 0.4 -
10.00 1.36 7.35
10.00 1.02# 9.80
10.00 1.48 6.76
10.00 1.11# 9.01
XIII/14, Aug 27-Sep 09, 2018
ated financial statements.
eriod Standalone
RONW Weights
4.79% 1
2.28% 2
13.37% 3
8.24%
orth
rth after Issue to maintain Pre-Issue EPS for the financia
culars (%) on Standalone (%
9.79%
quity Share (Adjusted) :
Standalone
NAV (`) Pre Bonus NAV (`)
Post Bonus
NAV (
Bonu
19.84 7.44
44.16 16.56
15.30 10.20
10.42
11.00
10.00 per share and the Issue Price is of ` 11.00 per sha
with the Lead Manager believes that the Issue Price of ` 11 of the above parameters. The investors may also want to p
across the various business Leather Business with one
RoNW (%) BV per
share (`)
14.1 47.5
7.80 208.7
4.50 7.0
13.37 15.30
15.28 14.50
Consolidated
ights RONW Weights
1 6.69% 1
2 1.73% 2
3 15.28% 3
.24% 9.33%
nancial year 2016-17:
(%) on Consolidated
11.07%
Consolidated
AV (`) Pre
Bonus
NAV (`)
Post Bonus
16.59 6.22
40.64 15.24
14.50 9.66
10.03
11.00
er share is 1.1 times of the
of ` 11.00 per share for the nt to peruse the risk factors
AKI India Limited
and financials of the Company incluReport in the Issue Document to have Investors should read the above mFactors” and “Financial Informatio
profitability and return ratios, as set oInformation of our Company begininformed view.
76
including important profitability and return ratios, as seto have more informed view about the investment.
ve mentioned information along with sections titled “ation” beginning on pages 90, 15 and 144 respectively
s set out in “Annexure 30 and AA” to the standalone and cbeginning on page F-29 and F-55 of this Draft Prospe
as set out in the Auditors’
Our Business”, “Risk
ctively including important and consolidated Financial rospectus to have a more
AKI India Limited
STATE
The Board of Directors
AKI INDIA LIMITED
9/6 (11), Asharfabad Jajmau
Kanpur-208010, Uttar Pardesh
Dear Sirs,
Sub: Statement of possible Special
shareholders prepared in accordan
of the Securities and Exchange
Regulations, 2009 as amended (the
We hereby confirm that the enclosepossible special tax benefits availabletax Act, 1961 (‘Act’), the Gift Tax Acon the Company or its shareholders fHence, the ability of the Company orconditions, which based on the busineThe amendments in Finance Act 2017
enclosed annexure.
The benefits discussed in the enclosedo not cover any general tax benefitsthe preparation of the contents statedthis statement is only intended to prointended to be a substitute for professthe changing tax laws, each investo
specific tax implications arising out o
Our views are based on the existing modification by subsequent legislativcould also be retroactive, could havobligation to update this statement othe discussions herein. We do not express any opinion or pro
• the Company or its sharehold
• the conditions prescribed forThe enclosed annexure is intended soor any other issue related material in
referred to or distributed for any other
Signed in terms of our separate rep
For Gupta Agarwal & Associates
Chartered Accountants FRN: 329001E (J.S.Gupta) Partner Membership No.059535 Date: September 02, 2018 Encl: Annexure
77
TATEMENT OF POSSIBLE TAX BENEFITS
pecial tax benefit (‘the Statement’) available to AKI In
ordance with the requirements under Schedule VIII Par
ange Board of India (Issue of Capital and Disclos
(the ‘Regulations’)
nclosed annexure, prepared by AKI India Limited (‘the Cailable to the Company and the shareholders of the Companax Act, 1958, presently in force in India. Several of these b
lders fulfilling the conditions prescribed under the relevantany or its shareholders to derive the tax benefits is dependen business imperatives, the company may or may not choose tt 2017 and Finance Bill 2018 have been incorporated to the
nclosed Annexure cover only special tax benefits availableenefits available to the Company. Further, these benefits astated is the responsibility of the Company’s management. to provide general information to the investors and hence isprofessional tax advice. In view of the individual nature of tvestor is advised to consult his or her own tax consultan
out of their participation in the issue.
isting provisions of the Act and its interpretations, which areislative, regulatory, administrative or judicial decisions. Anld have an effect on the validity of our views stated heent on any events subsequent to its issue, which may have
or provide any assurance as to whether:
areholders will continue to obtain these benefits in future; or
ed for availing the benefits, where applicable have been/woded solely for your information and for inclusion in the Prial in connection with the proposed issue of equity shares
y other purpose without our prior written consent.
te report of even date. iates
KI India Limited and its
II Part A Clause (VII) (L)
isclosure Requirements)
(‘the Company”) states the ompany under the Income – hese benefits are dependent evant provisions of the Act. endent upon fulfilling such oose to fulfill.
to the extent relevant in the
ailable to the Company and efits are not exhaustive and ment. We are informed that ence is neither designed nor re of the tax consequences, sultant with respect to the
ich are subject to change or ns. Any such change, which ted herein. We assume no
have a material effect on
ure; or
en/would be met. the Prospectus/ Prospectus hares and is not to be used,
AKI India Limited
Annexu
Outlined below are the possible spec
Income Tax Act, 1961 (‘the Act’)
• Special Tax Benefits a
There are no special Tax benefits ava
• Special Tax Benefits availab
There are no special Tax Benefits ava
Notes:
The above Statement of Possible SCompany and its shareholders under t
dependent on the Company or its shar
78
nnexure to the statement of possible Tax Benefits
le special tax benefits available to the Company and its sh
its available to the Company & its Subsidiarie
its available to the Company & its subsidiaries under the Ac
vailable to the shareholders of the Company under the Act:
its available to the shareholders of the Company.
ible Special Tax Benefits sets out the possible tax beneunder the current tax laws presently in force in India. Severa
ts shareholders fulfilling the conditions prescribed under the
its shareholders under the
idiaries under the Act:
he Act.
Act:
x benefits available to the Several of these benefits are
der the relevant tax laws.
AKI India Limited
SECTION V: A
Unless specified otherwise, the info
Working Group on Leather & Leath
Industrial Policy & Promotion) an
domain). So, all the Information Sh
LM or any other person connected
sources and publications generally
sources believed to be reliable, bu
guaranteed and their reliability cann
on information as of specific dates a
and publications may also base thei
may prove to be incorrect. According
decision on this information.
Overview of Global Economy
Global growth is expected to tick up tmarket sentiment, accommodative fexpansionary fiscal policy in the Unit At 3.8 percent, global growth in 20global growth is expected to tick up tfaster than potential in 2018 and thesupport from accommodative monetafull employment. Aggregate growth iwith continued strong growth in emthree years of weak performance. Gltheir output gaps close, most advancecrisis averages, held back by aging poas the expansionary impact of recensubpar in several emerging market continue to face substantial fiscal conin the second half of the year was abrecovery in investment. Outcomes exarea, Japan, the United States, andFinancial conditions remain supportiyields following signs of firming expectations of a sizable fiscal expanprojected at 3.9 percent for 2018–19,forecast. This positive momentum will eventuterm outlook. Some cyclical forces wclosing of output gaps and monetary2020, and then more strongly as full ito lower growth is expected to resumeexpected recovery in investment wilforce growth due to population agingmixed across emerging market and Europe, but are challenging in Latinrecovery the medium term outlook foeconomic diversification and adjustmand developing economies are projecnext five years, and hence fall furtheare broadly balanced, but risks beyongrowth spurt in advanced economies in labor markets can be larger than c
79
N V: ABOUT THE COMPANY AND THE INDUSTRY
INDUSTRY OVERVIEW
information in this section has been obtained or derive
eather Products Twelfth Five Year Plan Period (2012-17
) and other Sources of which Link are mentioned (As
n Shared is believed to be accurate and reliable. None
ected with the Issue has independently verified this in
rally state that the information contained therein has
e, but their accuracy, completeness and underlying a
cannot be assured. Industry sources and publications are
tes and may no longer be current or reflect current tren
their information on estimates, projections, forecasts a
rdingly, investors should not place undue reliance on or
ck up to 3.9 percent this year and next, supported by strong mtive financial conditions, and the domestic and internatioe United States.
in 2017 was the fastest since 2011. With financial condik up to a 3.9 percent rate in both 2018 and 2019. Advancednd the next year; euro area economies are set to narrow onetary policy, and expansionary fiscal policy will drive th
owth in emerging market and developing economies is projn emerging Asia and Europe and a modest upswing in commce. Global growth is projected to soften beyond the next cdvanced economies are poised to return to potential growth ing populations and lackluster productivity. US growth will recent fiscal policy changes goes into reverse. Growth isarket and developing economies, including in some commcal consolidation needs. Economic activity in 2017 ended o
as above 4 percent, the strongest since the second half of mes exceeded the October 2017 World Economic Outlooks, and China, and continued to improve gradually in pportive, despite the recent volatility in equity markets aming inflation in advanced economies. With broad-ba
expansion in the United States over this year and the next, 19, a 0.2 percentage point upgrade for both years relative
eventually slow, however, leaving many countries with a orces will wane: financial conditions are expected to tightnetary policy normalization; US tax reform will subtract ms full investment expensing is phased out starting in 2023; aresume as credit growth and fiscal stimulus diminish. At thent will help raise potential output, weak productivity tren aging constrain medium-term prospects in advanced econot and developing economies. Prospects remain favorable i Latin America, the Middle East and sub-Saharan Africa,ook for commodity exporters remains generally subdued, wdjustment to lower commodity prices. More than one-quarteprojected to grow by less than advanced economies in per further behind in terms of living standards. Risks around th beyond the next several quarters are clearly to the downsidomies may turn out to be stronger and more durable than in than currently assessed. Furthermore, the ongoing recovery
TRY
rived from the Report of
17) (By Department of
(As available on Public
one of the Company, the
is information. Industry
has been obtained from
ng assumptions are not
s are also prepared based
t trends. Industry sources
sts and assumptions that
n or base their investment
trong momentum, favorable ernational repercussions of
conditions still supportive, anced economies will grow
arrow excess capacity with rive the US economy above is projected to firm further, commodity exporters after next couple of years. Once rowth rates well below pre-th will slow below potential wth is projected to remain commodity exporters that nded on a high note growth alf of 2010, supported by a utlook forecasts in the euro in commodity exporters. kets and increases in bond
based momentum and next, global growth is now elative to the October 2017
ith a challenging medium- tighten naturally with the
tract momentum starting in 023; and China’s transition At the same time, while the y trends and reduced labor economies. The outlook is able in emerging Asia and frica, where despite some
ued, with a need for further quarter of emerging market in per capita terms over the und the short-term outlook wnside. On the upside, the
han in the baseline, as slack covery in investment could
AKI India Limited
foster a rebound in productivity, implconditions could tighten faster than efuture path of monetary policy, hidecompression of term premiums. Tother economies, including through apolicy in the United States, at a tifundamentals, combined with persiswiden global imbalances. Anxiety combined with wider trade imbalanceinvestment. Recent import restrictionand potential retaliation by other codomestic activity and sentiment. Sipolarization, which could affect thgeopolitical tensions, and cyber secuoutlook. (Source: https://www.imf.o2018)
Overview of Indian economy
The year 2017-18 was marked witdomestic product (GDP) moderated infiscal trends remained attuned to the witnessed an increase in global confidranking. Various economic reforms wand Service Tax, announcement oinfrastructure status to affordable houon coastal connectivity. Further initia50 crore; allowing carry-forward of Mmeasures to improve the ease of doinundertaken include: measures to reviindustry. Apart from these, the meamanufacturing, employment generatioMake-in-India, Skill India, direct benin 2017-18. An important macro-econin the investment and saving rates, outlook remains bright against the barelatively stable prices and improvem
Introduction India has emerged as the fastest grow(CSO) and International Monetary Futhe world over the next 10-15 years, bto have increased 6.6 per cent in 2017
Market size
India's gross domestic product (GDPquarter as per the Central Statistics O15-20 per cent in FY 2018-19 supporcollection figures between April 2017on year and an increase in net directthird largest startup base in the worldfounded in 2016, according to a reporby 2020, based on rate of populatenrolment, among other factors, acInstitute. India's foreign exchange raccording to data from the RBI. (Sour
80
, implying higher potential growth going forward. In the Uthan expected, triggered, for example, by an adjustment in cy, higher realized or expected wage and price inflatioms. Tighter financial conditions in the United States wou
ough a reduction in capital flows to emerging markets. Vert a time when the current account deficit is already larpersistent excess current account surpluses in other coun
xiety about technological change and globalization is onalances, could foster a shift toward inward-looking policiesrictions announced by the United States, announced retaliat
r countries raise concerns in this regard and threaten tont. Similarly, changes in US tax policies are expected tect the political climate for policy choices in the futur security breaches pose additional threats to the subdued.imf.org/en/Publications/WEO/Issues/2018/03/20/world-eco
d with strong macro-economic fundamentals. However, rated in 2017- 18 vis-à-vis 2016-17. There was an improvemto the consolidation plans and inflation remained within the confidence in Indian economy as well as improvement in eorms were undertaken in the year which includes: implemeent of bank recapitalization, push to infrastructure devle housing, higher allocation of funds for highway construcr initiatives include: lower income tax for companies with ard of MAT credit up to a period of 15 years instead of 10 yeof doing business; and, major push to digital economy. Othto revive the construction sector and promotion of exports e measures that were taken by the Government in the preneration, improving ease of doing business and transparencyct benefit transfer and measures for financial inclusion we
economic challenge faced by the Indian economy relates rates, as seen from the latest available data. Nonetheless, the background of implementation of GST, green shoots inrovement in indicators of external sector.
t growing major economy in the world as per the Central Stary Fund (IMF) and it is expected to be one of the top threeears, backed by its strong democracy and partnerships. Indi
n 2017-18 and is expected to grow 7.3 per cent in 2018-19.
(GDP) at constant prices grew by 7.2 per cent in Septemistics Organization (CSO). Corporate earnings in India are supported by recovery in capital expenditure, according to Jil 2017 - February 2018 show an increase in net direct taxes direct taxes by 22.2 per cent year-on-year. India has retain world with over 4,750 technology startups, with about 1,40a report by NASSCOM. India's labour force is expected to topulation growth, increased labour force participation, ars, according to a study by ASSOCHAM and Thought
ange reserves were US$ 422.53 billion in the week up . (Source: https://www.ibef.org/economy/indian-economy-
the United States, financial ent in market pricing of the inflation, and/or a sudden s would have spillovers to s. Very expansionary fiscal dy larger than justified by r countries, is projected to is on the rise and, when olicies, disrupting trade and retaliatory actions by China aten to damage global and cted to exacerbate income e future. Climate change, bdued medium-term global
economic-outlook-april-
ever, the growth of gross rovement in export growth, in the limits. The year also
nt in ease of doing business plementation of the Goods
re development by giving nstruction and greater focus with annual turnover up to 10 years at present; further y. Other sectoral initiatives ports in textile and apparel he previous years to boost arency via schemes such as on were also taken forward elates to the declining trend eless, medium-term macro
oots in the global economy,
ntral Statistics Organization p three economic powers of s. India’s GDP is estimated
19.
September-December 2017 ia are expected to grow by ng to JM Financial. The tax taxes by 19.5 per cent year retained its position as the t 1,400 new start-ups being
ed to touch 160-170 million tion, and higher education ought Arbitrage Research k up to March 23, 2018,
-overview)
AKI India Limited
India's labour force is expected to toulabour force participation, and highASSOCHAM and Thought Arbitrage India's foreign exchange reserves wedata from the RBI.
Recent Developments With the improvement in the economeconomy. The M&A activity in India(PE) deals reached US$ 24.4 billionfollows:
• Indian companies raised Rs 1
• Moody’s upgraded India’s so
• India received net investmen
• The top 100 companies in corporate social responsibilKPMG.
• The bank recapitalisation plato 15 per cent, according to a
• India has improved its rankiranking and is ranked 100 am
• India's ranking in the world power parity (PPP) as it incFund (IMF).
• The Government of India hause of technology, AadhaaMinister of India.
• India is expected to have 1people and US$ 500 billionEducation.
• The total projected expenditper cent higher than previou(MTEF).
• India received the highest evUS$ 43.4 billion in 2016-17liberalisation measures, as pe
• The World Bank has stated 2018-19 to overtake privateIndia's gross domestic produ
• The Niti Aayog has predictelectric vehicles and car-poo2030.
• Indian impact investments m2025, as per Mr Anil Sinha,
• The Union Cabinet, GovernIntegrated GST (IGST), Uni
• Indian merchandise exportsNovember 2017 at US$ 26.1
• The Nikkei India manufactu2017 to reach 54.7, signaling
Government Initiatives In the Union Budget 2017-18, the Finproposals is on growth stimulation, p
81
touch 160-170 million by 2020, based on rate of populatd higher education enrolment, among other factors, accoitrage Research Institute.
es were US$ 404.92 billion in the week up to December 2
conomic scenario, there have been various investments in vn India increased 53.3 per cent to US$ 77.6 billion in 2017billion. Some of the important recent developments in In
ed Rs 1.6 trillion (US$ 24.96 billion) through primary marke
ia’s sovereign rating after 14 years to Baa2 with a stable eco
stments of US$ 17.412 million from FIIs between April-Oc
ies in India are leading in the world in terms of disclosinsibility (CSR), according to a 49-country study by glob
ion plan by Government of India is expected to push credit ng to a report by Ambit Capital.
s ranking in the World Bank's Doing Business Report by 3100 among 190 countries in 2018 edition of the report.
world has improved to 126 in terms of its per capita GDP, it increased to US$ 7,170 in 2017, as per data from the In
dia has saved US$ 10 billion in subsidies through direct benadhaar and bank accounts, as per a statement by Mr Na
ave 100,000 startups by 2025, which will create employm billion in value, as per Mr T V Mohan Das Pai, Chairm
penditure of Union Budget 2018-19 is Rs 23.4 lakh crore (Urevious year's budget, as laid out in the Medium Term Ex
hest ever inflow of equity in the form of foreign direct inve17 and has become one of the most open global econ
s, as per the mid-year economic survey of India.
tated that private investments in India is expected to grow private consumption growth of 7.4 per cent, and thereby product (GDP) in FY 2018-19.
predicted that rapid adoption of green mobility solutions pooling could likely help India save around Rs 3.9 trillio
ents may grow 25 per cent annually to US$ 40 billion frinha, Global Impact Investing Network's (GIIN’s) advisor f
overnment of India, has approved the Central Goods and S), Union Territory GST (UTGST), and Compensation Bill.
xports in dollar terms registered a growth of 30.55 per $ 26.19 billion, according to the data from Ministry of Com
ufacturing Purchasing Managers’ Index increased at the fastnaling a recovery in the economy.
the Finance Minister, Mr Arun Jaitley, verified that the majtion, providing relief to the middle class, providing afforda
opulation growth, increased , according to a study by
ber 22, 2017, according to
ts in various sectors of the n 2017 while private equity in Indian economy are as
market in 2017.
ble economic outlook.
October 2017.
isclosing their spending on y global consultancy giant,
credit growth in the country
t by 30 spots over its 2017
GDP, based on purchasing the International Monetary
ct benefit transfers with the Mr Narendra Modi, Prime
ployment for 3.25 million Chairman, Manipal Global
rore (US$ 371.81 billion), 9 rm Expenditure Framework
ct investments (FDI) worth l economies by ushering in
grow by 8.8 per cent in FY ereby drive the growth in
tions like public transport, trillion (US$ 60 billion) in
lion from US$ 4 billion by visor for South Asia.
and Services Tax (CGST), Bill.
5 per cent year-on-year in f Commerce & Industry
he fastest pace in December
e major push of the budget affordable housing, curbing
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black money, digitalisation of the ecoadministration in the country. India's unemployment rate has declin2016, as a result of the GovernmenRural Employment Guarantee Act (M The Government of Maharashtra hasscale micro irrigation, water conseragriculture diversification, as per Mr. Numerous foreign companies are settlike Make in India and Digital IndiaIndia initiative with an aim to boostpower of an average Indian consumaddition to benefiting investors. The boost to the contribution made by thfrom the current 17 per cent. Besidefocuses on three core components: crthe digital literacy. Some of the recent initiatives and dev
• The Government of India haeligible rural habitations in its launch in 2014.
• A total of 15,183 villages complete electrification of aMinister of State (IC) for Po
• The Government of India hasector banks over the next roads and highways over the
• The mid-term review of IndCommerce & Industry, GoMSME sectors have been inc
• The India-Japan Act East Fothe North-East Region of Inaccording to Mr Kenji Hiram
• The Government of India wbuild roads in the country un
• The Government of India pland other social organisatioalready selected 50,000 panc
• The fiscal deficit of the Go(GDP) in 2013-14, has steadto 3.2 per cent of the GDP in
• The Government of India plan outlay of Rs 17,000 croelectrified households in the
• The Government of India anof outer space, double taxatthe economic ties between th
• India's revenue receipts are eto Government of India's mGoods and Services Tax (GS
82
he economy, enhancing transparency in political funding an
declined to 4.8 per cent in February 2017 compared to 9.rnment's increased focus towards rural jobs and the Maha
ct (MGNREGA) scheme.
tra has set a target to double farm income by 2022 throughconservation, expansion of formal cash credit coverage,er Mr. Vidyasagar Rao, Governor of Maharashtra.
re setting up their facilities in India on account of various g India. Mr. Narendra Modi, Prime Minister of India, has l boost the manufacturing sector of Indian economy, to inconsumer, which would further boost demand, and hence . The Government of India, under the Make in India initia by the manufacturing sector and aims to take it up to 25 Besides, the Government has also come up with Digital Ints: creation of digital infrastructure, delivering services dig
nd developments undertaken by the government are listed be
dia has succeeded in providing road connectivity to 85 pens in the country under its Pradhan Mantri Gram Sadak Yo
lages have been electrified in India between April 2015n of all villages is expected by May 2018, according to Mfor Power and New & Renewable Energy, Government of In
dia has decided to invest Rs 2.11 trillion (US$ 32.9 billion) next two years and Rs 7 trillion (US$ 109.31billion) forer the next five years.
of India's Foreign Trade Policy (FTP) 2015-20 has been rey, Government of India, under which annual incentives een increased by 2 per cent.
ast Forum, under which India and Japan will work on devn of India will be a milestone for bilateral relations betwe Hiramatsu, Ambassador of Japan to India.
ndia will spend around Rs 1 lakh crore (US$ 15.62 billiontry under Pradhan Mantri Gram Sadak Yojana (PMGSY).
dia plans to facilitate partnerships between gram panchayanisations, to push for rural development under its 'Mission0 panchayats across the country for the same.
he Government of India, which was 4.5 per cent of the grs steadily reduced to 3.5 per cent in 2016-17 and is expecteDP in 2017-18, according to the Reserve Bank of India (RB
dia plans to implement a new scheme, named 'Sasti Bijli H00 crore (US$ 2.64 billion), to provide electricity to ar in the country.
dia and the Government of Portugal have signed 11 bilatera taxation, and nano technology, among others, which will
en the two countries.
ts are estimated to touch Rs 28-30 trillion (US$ 436- 467 biia's measures to strengthen infrastructure and reforms like
ax (GST).
ing and simplifying the tax
d to 9.5 per cent in August Mahatma Gandhi National
hrough measures like large erage, crop insurance and
rious government initiatives , has launched the Make in to increase the purchasing ence spur development, in initiative, is trying to give
to 25 per cent of the GDP gital India initiative, which ces digitally and to increase
sted below:
85 per cent of the 178,184 ak Yojana (PMGSY) since
2015-November 2017 and g to Mr Raj Kumar Singh, nt of India.
illion) to recapitalise public n) for construction of new
een released by Ministry of ntives for labour intensive
on development projects in between the two countries,
billion) during FY 18-20 to SY).
chayats, private companies ission Antyodaya' and has
the gross domestic product xpected to further decrease ia (RBI).
Bijli Har Ghar Yojana' with to around 40 million un-
ilateral agreements in areas h will help in strengthening
467 billion) by 2019, owing s like demonetisation and
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Road Ahead India's gross domestic product (GDPincome status on the back of digitisati India is also focusing on renewable sofrom non-fossil sources by 2030 whenergy capacity from 57 GW to 175 G India is expected to be the third larg2025, owing to shift in consumer be(BCG) report; and is estimated to supower parity (PPP) by the year 2040, Exchange Rate Used: INR 1 = US$ 0
About FDI in India
Introduction
Apart from being a critical driver of edebt financial resource for the econadvantage of relatively lower wages,where foreign investments are beinemployment. The Indian government’s favourable capital keeps flowing into the counrelaxing FDI norms across sectors sexchanges, among others.
Market size
According to Department of IndustriApril-September 2017 stood at US$ business and relaxation in FDI norms Data for April-September 2017 indiinflow of US$ 6.08 billion, followed 2.92 billion. Most recently, the totalbillion. During April-September 2017, Indiabillion), followed by Singapore (US$Germany (US$ 934 million). Indian impact investments may growMr Anil Sinha, Global Impact Investi
Investments/ developments
India has become the fastest growininvestments in real estate and infrastrSome of the recent significant FDI an
• In September 2017, 15 Japasigned memorandums of und
• Singapore's Temasek will aBengaluru based private hea5,000 beds.
83
(GDP) is expected to reach US$ 6 trillion by FY27 and agitisation, globalisation, favourable demographics, and refor
able sources to generate energy. It is planning to achieve 4030 which is currently 30 per cent and also have plans to in 175 GW by 2022.
d largest consumer economy as its consumption may tripleer behaviour and expenditure pattern, according to a Bost to surpass USA to become the second largest economy in
2040, according to a report by PricewaterhouseCoopers.
US$ 0.0156 as on December 29, 2017
er of economic growth, foreign direct investment (FDI) is ae economic development of India. Foreign companies invwages, special investment privileges such as tax exemptione being made, it also means achieving technical know
urable policy regime and robust business environment have country. The government has taken many initiatives in tors such as defence, PSU oil refineries, telecom, power
dustrial Policy and Promotion (DIPP), the total FDI investm US$ 33.75 billion, indicating that government's effort to im
rms is yielding results.
7 indicates that the telecommunications sector attracted thowed by computer software and hardware – US$ 3.05 billioe total FDI equity inflows for the month of September 201
, India received the maximum FDI equity inflows from (US$ 5.29 billion), Netherlands (US$ 1.95 billion), USA (U
grow 25 per cent annually to US$ 40 billion from US$ 4 bnvesting Network's (GIIN’s) advisor for South Asia.
rowing investment region for foreign investors in 2016, lfrastructure sectors from Canada, according to a report by KDI announcements are as follows:
5 Japanese companies including Moresco, Toyoda Gosei, Tunderstanding (MoUs) with an intention to invest in the s
will acquire a 16 per cent stake worth Rs 1,000 crore (USte healthcare network Manipal Hospitals which runs a hos
and achieve upper-middle d reforms.
ve 40 per cent of its energy s to increase its renewable
triple to US$ 4 trillion by a Boston Consulting Group my in terms of purchasing
I) is a major source of non-ies invest in India to take mptions, etc. For a country know-how and generating
t have ensured that foreign es in recent years such as ower exchanges, and stock
investments in India during rt to improve ease of doing
ted the highest FDI equity billion and services – US$ er 2017 touched US$ 2.12
Mauritius (US$ 11.47 SA (US$ 1.33 billion), and
S$ 4 billion by 2025, as per
016, led by an increase in rt by KPMG.
osei, Topre and Murakami, n the state of Gujarat.
re (US$ 156.16 million) in a hospital chain of around
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• France-based energy firm, Eentered into a partnership for
• US-based footwear companover the next five years and
• The government has approvIndia, Louis Vuitton MalleWholesale Pvt Ltd, accordin
• Cumulative equity foreign d114.4 billion between FY 20and FY 2013-14.
• Walmart India Pvt Ltd, the Iin India over the coming thre
• US-based ecommerce giant, taking its total investment in
• Kathmandu based conglomeIndia by 2020 in its food anCorp Global.
• International Finance Corpoinvest about US$ 6 billion tIndia.
• Warburg Pincus, a Private ESolar, a rooftop solar develIndia and to improve produc
• Morganfield Group, a Malayof its brands, Morganfield’s,open 250 outlets in India ove
• SAIC Motor Corporation is by setting up a fully-owned c
• Toronto-based Canada Penscrore (US$ 1.41 billion) in Incrore (US$ 3.50 billion).
• SoftBank is planning to invmarket segment in India as i
• The Government's Make inChinese companies, as is e9,933.87 crore (US$ 1.54 bil
Government Initiatives
The Department of Industrial Policyworth Rs 5,000 crore (US$ 780.43 proposed investment. In September 2017, the Government osystem for fast-tracking approval proc The Ministry of Commerce and Indudirect investment (FDI) proposals byclearance of all proposals requiring ap The Department of Economic Affaproposals leading to a total foreign in India and Japan have joined hands fsetting up an India-Japan Coordininfrastructure projects in the northeas
84
firm, Engie SA and Dubai-based private equity (PE) firmhip for setting up a wind power platform in India.
mpany, Skechers, is planning to add 400-500 more exclus and also to launch its apparel and accessories collection in
approved five Foreign Direct Investment (FDI) proposals Malletier, Chumbak Design, Daniel Wellington AB ancording to Department of Industrial Policy and Promotion (D
eign direct investment (FDI) inflows in India increased 40 p FY 2015-16 and FY 2016-17, as against US$ 81.8 billion
, the Indian arm of the largest global retailer, is planning tong three years.
giant, Amazon, has invested about US$ 1 billion in its Indiaent in its business in India to US$ 2.7 billion.
glomerate, CG Group is looking to invest Rs 1,000 crore (Uod and beverage business, stated Mr Varun Choudhary, Ex
Corporation (IFC), the investment arm of the World Bank illion through 2022 in several sustainable and renewable en
vate Equity firm based in New York, has invested US$ 100 development firm, which will be utilised to fund growth roduct offerings.
Malaysian restaurant and bar chain, is planning to enter Indfield’s, Mocktail Bar and Snackz It, by the end of 2017. Theia over the next five years.
ion is planning to enter India’s automobile market and begwned car manufacturing facility in India.
a Pension Plan Investment Board (CPPIB) made investmn) in India during FY 2016-17, taking their total investment
to invest its new US$ 100 billion technology fund in mia as it is seeks to begin its third round of investments.
ake in India campaign has attracted investment across s is evident from cumulative Foreign Direct Investment .54 billion) between 2014 and December 2016.
Policy and Promotion (DIPP) approved nine Foreign Direc43 million), including Amazon India's Rs 3,500 crore
ment of India asked the states to focus on strengthening singal processes, in order to increase Japanese investments in In
d Industry, Government of India has eased the approval mals by doing away with the approval of Department of Rering approval within 10 weeks after the receipt of applicatio
Affairs, Government of India, closed three foreign direign investment worth Rs 24.56 crore (US$ 3.80 million) in O
ands for infrastructure development in India's north-easteroordination Forum for Development of North East tortheast.
) firm Abraaj Group have
exclusive outlets in India tion in India.
posals from Oppo Mobiles AB and Actoserba Active tion (DIPP).
d 40 per cent to reach US$ illion between FY 2011-12
ing to set up 30 new stores
s Indian arm so far in 2017,
ore (US$ 155.97 million) in ry, Executive Director, CG
Bank Group, is planning to able energy programmes in
$ 100 million in CleanMax rowth opportunities outside
ter India by launching three 7. The company expects to
d begin operations in 2019
vestments worth Rs 9,120 tment in India to Rs 22,560
in market leaders in each
cross sectors from various tment (FDI) inflows of Rs
Direct Investments (FDIs) crore (US$ 546.3 million)
ng single window clearance s in India.
val mechanism for foreign of Revenue and mandating lication.
n direct investment (FDI) n) in October 2017.
eastern states and are also ast to undertake strategic
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The Government of India is in talks wunder the automatic route to 51 per India initiative and to generate emplo The Central Board of Direct Taxes investment (FDI) and court-approveFinance Act 2017. The Union Cabinet has approved raiRenewable Energy Development AgeFY 2017-18. The Government of India is likely tmanagement companies, since they aAct (PSARA). The Government of India plans to scthe foreign investment proposals requthereby improve the ease of doing bus
Road ahead
India has become the most attractivemonths, as per a recent market attract(EMPEA). The World Bank has stated that privato overtake private consumption growproduct (GDP) in FY 2018-19. Exchange Rate Used: INR 1 = US$ 0 References: Media Reports, Press Re
https://www.ibef.org
Leather Industry – Overview
� The Leather Industry holdsconsistency in high export country.
Strengths of Indian Leather Sector
• Own raw material source – About 3 b
• Some varieties of goat / calf / sheep s
• Some varieties of goat / calf / sheep s
• Some varieties of goat / calf / sheep s
• Some varieties of goat / calf / sheep s
http://leatherindia.org
Market size
India's gross domestic product (GDPStatistics Organisation (CSO). Corpo18 supported by normalisation of Bloomberg consensus. The tax collection figures between Acent and an increase in Net Direct T
85
talks with stakeholders to further ease foreign direct investm1 per cent from the current 49 per cent, in order to give a employment.
Taxes (CBDT) has exempted employee stock options (ESproved transactions from the long term capital gains (L
ed raising of bonds worth Rs 2,360 crore (US$ 365.63 mnt Agency (IREDA), which will be used in various renewab
ikely to allow 100 per cent foreign direct investment (FDthey are not required to comply with the Private Securities A
scrap the Foreign Investment Promotion Board (FIPB),ls requiring government approval to be cleared by the miniing business in the country.
ractive emerging market for global partners (GP) investme attractiveness survey conducted by Emerging Market Priva
rivate investments in India is expected to grow by 8.8 pen growth of 7.4 per cent, and thereby drive the growth in I
US$ 0.01552 as on November 30, 2017.
ss Releases, Press Information Bureau, Press Trust of Indi
holds a prominent place in the Indian economy. This sexport earnings and it is among the top ten foreign exch
ector
ut 3 billion sq ft of leather produced annually
heep skins command premium position
heep skins command premium position
heep skins command premium position
heep skins command premium position
(GDP) grew by 6.3 per cent in July-September 2017 quarCorporate earnings in India are expected to grow by over 20n of profits, especially in sectors like automobiles and
een April-June 2017 Quarter show an increase in Net Indirirect Taxes by 24.79 per cent year-on-year, indicating a ste
nvestment (FDI) in defence ive a boost to the Make in
ns (ESOPs), foreign direct ins (LTCG) tax, under the
5.63 million) by the Indian newable energy projects in
nt (FDI) in cash and ATM rities Agencies Regulations
FIPB), which would enable e ministries concerned, and
estment for the coming 12 Private Equity Association
8.8 per cent in FY 2018-19 th in India's gross domestic
India
his sector is known for its exchange earners for the
7 quarter as per the Central ver 20 per cent in FY 2017-s and banks, according to
t Indirect taxes by 30.8 per g a steady trend of healthy
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growth. The total number of e-filed I17 (till 28.02.17), whereas the numbe India has retained its position as the with about 1,400 new start-ups being India's labour force is expected to toulabour force participation, and highASSOCHAM and Thought Arbitrage India's foreign exchange reserves wedata from the RBI.
India’s Export of Leather and Leat
(Value in Million $)
2012-13
Finished Leather 1093.73
Footwear 2066.91
Leather Garments 563.54
Leather Goods 1180.82
Saddlery & Harness 110.41
Total 5015.41
% Growth 2.91%
Source: Council for Leather: Export
% Share of Leather & Leather Pr
86
filed Income Tax Returns rose 21 per cent year-on-year to umber of e-returns processed during the same period stood
s the third largest startup base in the world with over 4,750 being founded in 2016, according to a report by NASSCOM
to touch 160-170 million by 2020, based on rate of populatd higher education enrolment, among other factors, accoitrage Research Institute.
es were US$ 404.92 billion in the week up to December 2
Leather Products for Five Years
13 2013-14 2014-15 2015-16
93.73 1284.57 1329.05 1046.45
66.91 2557.66 2945.58 2739.06
3.54 596.15 604.25 553.11
80.82 1353.91 1453.26 1370.04
0.41 145.54 162.70 146.38
15.41 5937.97 6494.84 5855.06
.91% 18.39% 9.37% -9.84%
Source: DGCI&S
xportshttp://leatherindia.org/
Products (2016-17)
ear to 42.1 million in 2016- stood at 43 million.
r 4,750 technology startups, SCOM.
opulation growth, increased , according to a study by
ber 22, 2017, according to
2016-17
888.89
2775.77
536.57
1321.61
143.08
5665.91
-3.23%
AKI India Limited
Source: Council for Leather: Export
Recent Developments
With the improvement in the economeconomy. The M&A activity in India(PE) deals reached US$ 24.4 billionfollows:
• Iian companies raised Rs 1.6
• Moody’s upgraded India’s so
• India received net investmen
• The top 100 companies in corporate social responsibilKPMG.
• The bank recapitalisation plato 15 per cent, according to a
• India has improved its rankiranking and is ranked 100 am
• India's ranking in the world power parity (PPP) as it incFund (IMF).
• The Government of India hause of technology, AadhaaMinister of India.
• India is expected to have 1people and US$ 500 billionEducation.
• The total projected expenditper cent higher than previou(MTEF).
• India received the highest evUS$ 43.4 billion in 2016-17liberalisation measures, as pe
87
xportshttp://leatherindia.org/
conomic scenario, there have been various investments in vn India increased 53.3 per cent to US$ 77.6 billion in 2017billion. Some of the important recent developments in In
Rs 1.6 trillion (US$ 24.96 billion) through primary market i
ia’s sondvereign rating after 14 years to Baa2 with a stable
stments of US$ 17.412 million from FIIs between April-Oc
ies in India are leading in the world in terms of disclosinsibility (CSR), according to a 49-country study by glob
ion plan by Government of India is expected to push credit ng to a report by Ambit Capital.
s ranking in the World Bank's Doing Business Report by 100 among 190 countries in 2018 edition of the report.
world has improved to 126 in terms of its per capita GDP, it increased to US$ 7,170 in 2017, as per data from the In
dia has saved US$ 10 billion in subsidies through direct benadhaar and bank accounts, as per a statement by Mr Na
ave 100,000 startups by 2025, which will create employm billion in value, as per Mr T V Mohan Das Pai, Chairm
penditure of Union Budget 2018-19 is Rs 23.4 lakh crore (Urevious year's budget, as laid out in the Medium Term Ex
hest ever inflow of equity in the form of foreign direct inve17 and has become one of the most open global econ
s, as per the mid-year economic survey of India.
ts in various sectors of the n 2017 while private equity in Indian economy are as
arket in 2017.
stable economic outlook.
October 2017.
isclosing their spending on y global consultancy giant,
credit growth in the country
t by 30 spots over its 2017
GDP, based on purchasing the International Monetary
ct benefit transfers with the Mr Narendra Modi, Prime
ployment for 3.25 million Chairman, Manipal Global
rore (US$ 371.81 billion), 9 rm Expenditure Framework
ct investments (FDI) worth l economies by ushering in
AKI India Limited
• The World Bank has stated 2018-19 to overtake privateIndia's gross domestic produ
• The Niti Aayog has predictelectric vehicles and car-poo2030.
• Indian impact investments m2025, as per Mr Anil Sinha,
• The Union Cabinet, GovernIntegrated GST (IGST), Uni
• Indian merchandise exportsNovember 2017 at US$ 26.1
• The Nikkei India manufactu2017 to reach 54.7, signaling
Export highlights
Leather is one of the most widely trathe fashion industry, especially footwautomotive industry also demand leatdue to substantial export earnings and
The Indian leather industry accounts The country ranks second in terms o9.57 per cent of the world’s footwear
India’s leather industry has grown drproduct exporter.
• Total leather and leather gooagainst $1.43 billion in the c
• During Apr-Jun 2017, the Germany (11.22 per cent), (5.15per cent), Hong Kong (3.05 per cent), Poland (2.23
• At 47.54 per cent, footwear (share of leather exports in Acent share, finished leather saddlery & harness with 2.56
• Per capita footwear consumfootwear consumption is exp
https://www.ibef.org
Indian Footwear Leather and Acce
• Notification Indian Footwea
• Brief Indian Footwear Leath
• Guidelines Human Resourc
• Guidelines Integrated Develo
• Guidelines Mega Leather Fo
• Guidelines Leather Technolo
• Guidelines Establishment of
• Guidelines Promotion of IndScheme
• Guidelines Additional EmploSub Scheme
http://www. dipp.nic.in/
88
tated that private investments in India is expected to grow private consumption growth of 7.4 per cent, and thereby product (GDP) in FY 2018-19.
predicted that rapid adoption of green mobility solutions pooling could likely help India save around Rs 3.9 trillio
ents may grow 25 per cent annually to US$ 40 billion frinha, Global Impact Investing Network's (GIIN’s) advisor f
overnment of India, has approved the Central Goods and S), Union Territory GST (UTGST), and Compensation Bill.
xports in dollar terms registered a growth of 30.55 per $ 26.19 billion, according to the data from Ministry of Com
ufacturing Purchasing Managers’ Index increased at the fastnaling a recovery in the economy.
ely traded commodities globally. The growth in demand fo footwear. Apart from this, furniture and interior design indnd leather. The leather industry has a place of prominence ings and growth.
ounts for around 12.93 per cent of the world’s leather prodrms of footwear and leather garments production in the wtwear production.
wn drastically, transforming from a mere raw material supp
er good exports from India stood at US$ 1.42 billion durinn the corresponding quarter of last year.
, the major markets for Indian leather products were Ucent), UK (10.05 per cent), Italy (7.03 per cent), Spain (4Kong (4.52 per cent), UAE (5.04 per cent), China (3.09 p (2.23 per cent) and Vietnam 1.88 (per cent).
twear (leather and non-leather) and footwear components acts in April-June 2017, followed by leather goods and accesather with 16.77 per cent share, leather garments with 9.7th 2.56 per cent share.
onsumption in India is expected to increase up to four p is expected to reach up to five billion pairs by 2020.
Accessories Development Programme
otwear Leather and Accessories Development Programme (
Leather and Accessories Development Programme (IFLAD
source Development Sub Scheme
Development of Leather Sector Sub Scheme
her Footwear and Accessories Cluster Sub Scheme
chnology Innovation and Environmental Issues Sub Scheme
ent of Institutional Facilities Sub Scheme
of Indian Brand in Leather Footwear and Accessories Secto
Employment Incentive for Leather Footwear and Accessori
grow by 8.8 per cent in FY ereby drive the growth in
tions like public transport, trillion (US$ 60 billion) in
lion from US$ 4 billion by visor for South Asia.
and Services Tax (CGST), Bill.
5 per cent year-on-year in f Commerce & Industry
he fastest pace in December
and for leather is driven by gn industries, as well as the ence in the Indian economy
r production of hides/skins. the world and accounts for
al supplier to a value-added
during April-June 2017 as
ere US (14.66 per cent), ain (4.63 per cent), France 3.09 per cent), Netherlands
nts accounted for the lion’s accessories with 23.34 per ith 9.79 per cent share and
four pairs, while domestic
mme (IFLADP)
FLADP)
cheme
Sector Sub
essories Sector
AKI India Limited
Future Outlook:
The Government of India had identifiin view of its immense potential foGovernment is also implementing vgrowth of leather sector. With the imexport promotional activities; and keskilled manpower, innovative technstandards, and dedicated support ofproduction, thereby enhance export, a
89
dentified the Leather Sector as a Focus Sector in the Indian for export growth prospects and employment generati
ting various Special Focus Initiatives under the Foreign the implementation of various industrial developmental prand keeping in view the past performance, and industry’s technology, increasing industry compliance to internaort of the allied industries, the Indian leather industry aport, and resultantly create additional employment opportun
ndian Foreign Trade Policy eneration. Accordingly, the reign Trade Policy for the ntal programmes as well as stry’s inherent strengths of nternational environmental ustry aims to augment the portunities.
AKI India Limited
We were established in year 1994 withe technical assistance of Horse ridGoods and after successful running footwear unit in the year 2007-08 andyears, our Company was involved ininto the retail business in year 2013. Further in the year 2010, our Compaown tannery to produce finished leath
in its name and then renovated and ex
Our Company is engaged in the actishoes and trading of leather chemicalevolving consumer preferences, rapidtransform the manner in which theyskilled workforce, diversified produCompany deals in all kinds of footwe Our Company operates through tpredominantly own customer base, exclusive retail stores run by our Prmiddle income consumers, who primdistribution business operates througconsumers, who primarily shop in mu We have been found to conform tomanufacturer and exporter of leatheriding apparels, leather pet products, is primarily responsible for the desigLeather footwear and finished Leath
commit to quality improvements. We
We are committed to satisfying ourquality materials available and manumaterials and improved methods of pand continued addition of new and sa Our total revenue increased from ` 18a CAGR of 21.94 % on consolidated400.02 Lakh in Fiscal 2018, represent
Turnov
Export/Manufacturing
Domestic/Trading
Total Sales
90
OUR BUSINESS
94 with the object of manufacturing and export of leather arse riding group from Germany for the making of Leathernning of saddlery business for 13 years, the company se08 and started manufacturing and export of leather shoes thrved in wholesaling and distribution of branded basic footw013.
ompany decided to go in for the backward integration andd leather also. In this connection, we first purchased a runn
expanded the tannery into a big and highly advanced tan
he activities of producing and export of saddlery goods, semicals at domestic level. Changing economic scenario and, rapid technological innovations and adoption and globalizah they operate. Our core competencies are our in-house product portfolio which enable us to meet varied clienootwear’s leather accessories.
ugh two distinct business verticals, retail and distribubase, sale channels and product range. Our retail busin
our Promoters through the proprietorship concern catering o primarily shop in high street stores and malls, for fashithrough a wide network of distributors catering to lower in multi-brand-outlets (“MBO”) for functional products.
rm to the Quality Management System standard, ISO 90leather harness and saddler goods, leather goods, leather ducts, dog covers, and export of finished leather for footwea design and manufacture of leather products for equestrian Leather. We believe that our company follows all applica
ts. We believe that our brands are well accepted.
g our customers' need for quality products by product in manufacturing the highest quality products and continuall
ds of production. Our on-going success is dependent on ouand satisfied customers.
1821.75 Lakhs in Fiscal 2014 to ` 4912.56 Lakh in Fisclidated financial. Our EBIDTA increased from `306.19 Lakresenting growth of 15.32%.
rnover as Domestic sale and Export sale (In Rs.)
March 31, 2017
34,73,26,748
5,06,84,402
39,80,11,150
ther and leather goods with eather Saddlery & Harness any set up its own leather oes through the next several footwear and had forayed
n and planned to set up its a running tannery in Unnao
ced tannery.
ods, services of the leather and business conditions,
obalization are driving us to ouse technical knowledge, client requirements. Our
istribution, each with its business operates through
tering to middle and upper fashionable products. Our lower and middle income
O 9001:2008 certified for eather footwear, horse rug, ootwear and upholstery and strian sports, Horse covers, pplicable standards and we
uct innovations, using the tinually searching for better on our loyal customer base
in Fiscal 2018, representing Lakh in Fiscal 2016 to `
March 31, 2018
37,16,86,647
4,98,84,682
42,15,71,329
AKI India Limited
Top 10 Customers and their Reven
Sr. no. Name
1. News Srl
2. Gruppo Mastrotto S.P
3. Goodwill Tanner
4. Conceria Volpiana Sp
5. Saba Export.
6. Naaz Leather Finishe
7. Super Tannery Ltd.(U
8. Rizzi Pellami Spa.
9. Bharat Tanning Indus
10. Shalimar Leather Ind
Top 10 Suppliers and their Revenu
Sr. no. Name o
1. Allanasons Pvt Ltd (Unn
2. Hide Care Enterprises
3. Allanasons Pvt Ltd ( Gha
4. Regal Impex
5. Labbaik Overseas Pvt ltd
6. UNICHEM INDIA
7. Indagro Foods Private L
8. Pajusco Technologie Spa
9. Allanasons Pvt Ltd (Alig
10. Frigerio Conserva Allana
Location:
Registered office of the Company
Factory
Tannery Location
91
evenue
Name of the Customer (s) Amo
Mar
tto S.P.A.
ana Spa
inisher
Ltd.(Unit No.3)
Industries
er Industries.
evenue
ame of the Customer (s) Amo
Mar
(Unnao)
( Ghazipur)
Pvt ltd
vate Limited
ie Spa
(Aligarh)
Allana Pvt. Ltd (Mumbai)
9/6 (11), Asharfabad Jajmau Kanpur-208010, Utta
9/6 (11), Asharfabad Jajmau Kanpur-208010, Utta
415/4, Kundan Road, Akrampur, Unnao, KanPradesh, India
Amount (In Rs.)
March 31, 2018
1,66,22,369
2,11,89,758
85,27,897
1,38,11,228
65,51,388
41,45,121
42,95,364
1,31,82,083
1,02,82,835
40,03,028
Amount (In Rs.)
March 31, 2018
6,02,05,600
67,27,553
2,25,17,500
3,26,67,835
1,17,78,900
68,54,845
3,00,19,900
78,75,000
2,94,63,500
2,31,18,088
0, Uttar Pradesh, India
0, Uttar Pradesh, India
, Kanpur- 209862, Uttar
AKI India Limited
SWOT Analysis
Our Competitive Strengths
The following are the key strengths w
1. Experienced Promoters sup
We believe that we benefit Promoters and CFO, who haexperienced personnel. We industry will enable us to coOur Management’s experieninherent in our business, fluctuations in the prices.
2. Brand Presence
We are engaged in providiestablished ourselves as a relquality, consistency and con
3. Domain expertise and techn
We have a dedicated workfodoing their individual bit in a
4. Cordial relationship with Cu
Strength
1. Existence of productive capac
2. Easy availability of low cost of
3. Managements with business b
4. Comfortable availability of raother inputs
5. Cordial relations with custome
Opportunity
1. Changing preferences and trend towards leather products.
2. Abundant scope to supply finimultinationals setting up shop in
3. Product diversification
4. Rising disposable income of mfamilies.
92
gths which our Company believes enable it to be competitiv
supported by our professional and experienced manage
enefit from the vision, strategic guidance, experience, skillsho have vast experience in this industry. Our Company is m
l. We believe that our management experience and their s to continue to take advantage of both current and future perience and knowledge enables us in addressing and mi
ness, including competition, the global economic crisis
roviding services to our clients and over the years we bs a reliable brand in the state of Uttar Pradesh wherein our cd continuous performance.
echnical excellence:
workforce, who is the strength and power of our organizatibit in achieving our cumulative goals successfully.
th Customers
capacity in tanning.
cost of labour
ness background
y of raw materials and
ustomers
Weak
1. Low level of labor producinadequate formal training
2. Highly unhygienic env
3. Environmental problem
nd trend of people
ly finished leather to hop in India.
e of middle class
Thr
1. Entry of multinationals in
2. Stiff competition from oth
3. Improving quality to adstandards.
4. Fast changing fashion trethe Indian leather industries
SWOT ANALYSIS
petitive in its business:
nagement
, skills and relationships of ny is managed by a team of their understanding of our uture market opportunities. nd mitigating various risks crisis related effects and
s we believe that we have n our clients trust us for our
anization. Our workforce is
Weakness
or productivity due to raining / unskilled labor
nic environment
roblems
Threat
in domestic market
other countries
adapt the stricter international
trends are difficult to adapt forstries.
AKI India Limited
We have strong and establishebeen associated with us forunderstand and cater to divefor these customers.
5. Comfortable availability of
The basic raw material is thavailable across the country houses in the country.
Our Strategies
Our business strategy is to grow our b
trust with our clients. The following a
1. Enhancement of Brand Rec
Company is not a well-estanecessary arrangements for o
2. Expanding Our Clientele N
states in the country can fetcin the state of Uttar Pradesh.country. Our emphasis is onattractive opportunities to gr
3. Continue to enter and expa
there are significant opportuthe retail business. Further gPromoter Group entity who products or incurring signifunderstanding of our targetcurrent services as well as prand further augment our prmarkets.
93
ablished relationships with our customers. Majority of our tous for more than 5 years and these long term relationshipo diverse requirements of such customers and to develop ne
y of raw materials and other inputs.
l is the raw hide is never been a problem for us as the anuntry and specially in Kanpur and Unnao and we do have v
our business by increasing the scale and reliability of our b
wing are the key strategies of our Company for its business:
Recognition: We are in such a business where we are facestablished brand amongst large leather Companies. We
ts for our brand reorganization.
ele Network by Geographic expansion: We believe thatan fetch us new business expansion and opportunities. Presdesh. Going forward we intend to establish our presence i
s is on scaling up of our operations in other markets whichs to grow our client base and revenues.
expand our retail business in domestic and internationa
pportunities for additional growth within our existing client rther given the fashion oriented nature of our products which who are able to deliver small quantities without compromi significant capital expenditure. We intend to leverage otarget industry and close relationship with our clients to
ll as provide services in new areas and businesses and penetrour presence in such markets once our brand is reasonabl
f our top 10 customers have onships have enabled us to elop new products with and
the animals are abundantly have very modern slaughter
f our business, and building
iness:
are facing competition. Our es. We will be making the
e that our growth in other s. Presently, our presence is ence in few locations in the which will provide us with
ional market: We believe client base and to enter into which are sold through our promising on the quality of age our domain expertise,
nts to expand the scope of penetrating existing market onably established in such
AKI India Limited
PRODUCTS OF AKI INDIA LIMI
SADDLERY DIVISION
Our company is specializing in manuBoots Horse Rugs, Harness sets etc. matches with each customer’s requiradvanced craft work. Moreover latesthaving our own tannery for producinof the leather. With over years' of development,France, the Netherlands, Sweden, Areputation among our customers abro
Saddlery Division
Bridles
Browbands
chaps & Gaitors
Driving Harness
Head Collars
Miscellenous
Reins
Rugs
Saddle Girth
FootwDivis
CouFo
Sli
Casu
94
LIMITED
manufacturing and exporting saddlery products, such as Brts etc. covering the full range of popular styles. We offer rrequirement. Our products are available with better quality latest plant and machineries are adding important role in thducing the basic raw material “LEATHER”. This eases us
ment, our saddlery products have been sold to the USAden, Australia and many other countries and regions, ens abroad.
AKI India Limited
Footwear Division
Countryside Footwear
Formal
Marine
Outdoor
Riding
Slippers & Sandles
Casual Shoes
Tannery Division
Bag Leather
Belt Leather
Footwear Leather
Harness Leather
Upholstry Leather
as Bridles, Halters, Chaps, offer range of our products quality material and highly e in the quality. We are also ses us to ensure the quality
USA, England, Germany, ns, enjoying a very good
Chemical Division
Leather Checmicals
AKI India Limited
BD-06- Hand Madematching padding. C
BD-11- hand MadeHeadpiece. Browban
BD-15- Hand madeNoseband with matc
BD-18- Hand madNoseband with black
BD-24- Handmade
BD-32- Handmade J
BB-05 - Browband with crystals
BB-08 - Browband Curved withCrystals Navy Blue Colour.
95
Bridles
Made Bridle with Brass Buckle, Raised Noseband and Cryding. Curved Crown with Web Reins.
Made Brilde with Jumping Nosebnad with Stainless Strowband & Noseband raised with patent leather and fancy st
made raised bridle with Jumping Noseband. Quality leatheh matching soft leather padding. Browband with crystal.
made bridle with Jumping Noseband with Stainless Sh black soft padding.
made Jumping Bridle with Dressage Noseband. Stainless Ste
made Jumping Bridle with Dressage Noseband. Stainless Ste
Browbands
BB-09 - Browband with Round Crystals.
BB-17 - CuCrystals
with BB-16 - Browband with Milky White crystals.
BB-20 -Rectangle cr
nd Crystal Browband with
ess Steel Fittings, Curved ncy stitched.
leather with Brass fittings.
less Steel buckle. Raised
ess Steel Fittings.
ess Steel Fittings.
Curved Browband with
- Browband with gle crystals.
AKI India Limited
HC-01 - Cow Swede Material, Snug fitting elasticated panel with YKK zip with end lock. 60% Flexible.
HC-02 -smooth material, elasticatedYKK zip w
HR-01 - One-horse carriage, luxury fitout suitable for competitions, extra strong rustproof fittings, complete set reinforced with nylon tape.
LH-01 - Headcollars on Quality Leather with Crystals.Head Piece paded with adjustable buckle. Throatlash with Snap hook.
96
Chaps & Gaitors
- Chaps in soft
oth cow Swede erial, Snug fitting ticated panel with
zip with end lock.
GT-01 - Quality Leather Gaitors with leather lining, elasticated panel with YKK zip.
GT-GaitoelasticYKK
Driving Harness
xury ions, ings, ylon
HR-03 - Made entirely of Nylon with high Quality Stainless Steel Hardware.
HR-04 - Onefitout suitablextra strong complete set rtape.
Head Collars
ality iece
ckle.
LH-02 - Headcoller on Quality Leather with Brass Chromeplated Buckles and Crystals. Head Piece padded with adjustable buckle. Throatlash with Snap Hook, Noseband with soft leather padded.
NH-01 - Nyloplated hardwaPiece. Throfittings.
-02 - Quality Leather Gaitors with leather lining, elasticated panel with YKK zip.
One-horse carriage, luxury uitable for competitions, trong rustproof fittings, e set reinforced with nylon
Nylon Halter with chrome ardware. Adjustable Head Throatlash with Snap
AKI India Limited
NH-02 - Nylon Headcollar with stong two layer, chrome plated hardware.
Breastplate 1 - Beastplate made of high quality leather. with Stainless Steel buckles, elastic insert at the neck and detachable martingle forks.
MartingMartingleather with fittings.
Breastplate 2 - Made of hard wearing leather. With elasticated insert at the neck part. Detachable martingle forks.
97
with lated
NH-03 - Nylond Headcollar with Horseprint strong with two layer, Brass Plated hardware. Noseband and Headpiece with fur for the comfort of horse.
NH-04 -
Miscellaneous
artingle 1 - Handy artingle of the highest ather quality adn finish ith Stainless steel ttings.
Stirrup Leather - Stirrup Leather in Quality Leather nylon inside in buckle part with SS buckle.
VoltGirthwith padsLeatstron& WstronSS rivet
hard
cated hable
Martingle 2 - Plain Martingle on Quality Leather with SS Hardware.
Volting GirthQuality leathleather padsLeather covefitted (Screwside strong D-rings. All
Volting Girth 1 - Volting Girth on Quality leather with good shape leather pads for horse comfort. Leather covered Handles strongly fitted (Screwed & Welded) both side strong leg loops. Three SS D-rings. All brass rivets.
g Girth 2 - Volting Girth on y leather with good shape pads for horse comfort. r covered Handles strongly (Screwed & Welded) both trong leg loops. Three SS s. All brass rivets.
AKI India Limited
SR-01 - Ideal Side Reins for practice and competition alike. Best quality leather. Multi adjustable, with rubber rings.
SR-02 Reins rubber w
SR-05 - Web Reins with keepers and SS buckle and Snap hook.
RG-07-15 - Fly Sheet Deluxe with Front Buckle Open system. Tail Flap with straight surcingle.
RG-10600 Delining Straps, Quick Chest Sfasteninclosing.with wfitting.
RG-13-15 - Winter Combo Rug 1200 Denier, warm Tafeta lining 225gsm, 2 Leg Straps, Tail Flap, Front Quick Open
RG-14HoneycprotectodesignsCross S
98
Reins
02 - Leather Rubber
eins covered with bber with buckle.
SR-03 - Leather Reins Knotted with SS fittings.
SR-with BuckMart
SR-06 - Leather Reins on quality leather with brass fittings.
SR-07 - Web ReStainless Steel B
Rugs
10-15 - Winter Rug
00 Denier, warm Tafeta ning 225gsm, 2 Leg traps, Tail Flap, Front uick Open Snap System hest Strap with velcrow stening for proper
losing. Cross surcingle ith window for proper tting.
RG-11-15 - Canvas Ribstop Rug featuring 240oZ waterproof cotton with polyster ripstop canvas rug.
RG600Fle2 LCro
14-15 - Antisweat
oneycomb Rug with fur rotector in attractive esigns. Strong Material, ross Surcingle with Front
RG-15-15 - Winter Rug 600 Denier, Warm Fleece lining, 225gsm polyfill quilt. 2 leg strap, tail flap, cross
RGHofurattrStr
-04 - Leather Reins
with keepers and SS Buckles and with Martingle Stopper.
eb Reins with keepers and teel Buckles.
RG-12-15 - Winter Rug 600 Denier, Warm Fleece Lining 225gsm, 2 Leg straps, Tail Flap, Cross Surcingle.
RG-16-15 - Antisweat Honeycomb Rug with fur protector in attractive designs. Strong Material, Cross
AKI India Limited
Snap System Chest Straps with velcro fastening for proper closing. Cross Surcingle.
Open B
RG-17-15 - Antisweat Fleece RUg with Fur Protector. Quick Open Snap System.
RG-18Fleece Strong Open w
GR-01 - Short Anatomic Girth, one side heavy elastic with SS Buckles.
GR-02 Girth, Oelastic w
FOOTWEAR
Our Company has been producing quWe have been perfecting the manufac We are specializing in exporting coucovering the full range of popular customer’s requirement. We believe that our products are avaplant and machineries are adding imp Our own tannery for producing the bleather. With over years' development, our fNetherlands, Sweden, Australia and our customers abroad.
99
pen Buckle. surcingle. SurOp
18-15 - Antisweat
leece Rug in Plain Color. trong Material. Front pen with Buckle System.
RG-19-15 - Antisweat Fleece Rug with Fur Protector in attractive combination of fleece. Front Quick Open Buckle system chest strap.
RGFlywit
Siddle Girth
02 - Short Anatomic
rth, One side heavy stic with SS Buckles.
GR-03 - Anatomical Girth on Quality soft leather. Dee ring and Two side elastic with strong Nylon inside the buckle part.
GRGirthLeath
ing quality footwear for men and women, with passion ananufacture of exclusive quality shoes in terms of fit, design a
ng country Side Boots, Boat Shoes, Riding Shoes, Casual pular styles. We offer range of our products matches w
are available with better quality material and better craft wg important role in the quality.
g the basic raw material “LEATHER” that eases us to ens
, our footwear products have been sold to the England, Ga and many other countries and regions, enjoying a very go
Surcingle with Front Open Buckle.
RG-20-15 - Standard Fly Sheet in small mesh, with cross surcingle.
GR-04 - Anatomical Girth on Quality Soft Leather.
ion and fine craftsmanship. esign and workmanship.
asual & Formal Shoes etc. ches with each and every
craft work. Moreover latest
to ensure the quality of the
and, Germany, France, the ery good reputation among
AKI India Limited
Gatwick - These genuine DIN Leather Boot is ideal for outdoor activities. It has optimal combination of Waterproof leather and Membrane to insure breathability and waterproof protection.
Windermbasic styTPR grLeather lining, Etop.
Wellington - These Boots are made of top quality of leather and components. This boot is waterproof and breathable through the use of high quality waterproof leather & Membrane lining.
Sandrighelegant season. Cupper wMembranelasticatemakes comfortatimes.
Beaumont - It is an elegant full lengBreathable leather boot, It has memadded advantage. It also has anti slipp
100
Countryside Footwear
indermere - A very nice sic style for all season. R grip sole, Suede ather with Waterproof ing, Elasticated gueest
Marlow - An elegant genuine leather full length Waterproof & Breathable boot, It has Membrane lining for added advantage.
SudblengtcomfIt hamaxiwet o
ndrigham - A very gant style for all son. Cow DIN Leather
per with Waterproof embrane lining and sticated gusset top kes the boot
mfortable to wear at all
Avon - An elegant full length boot made on using Cow DIN Leather and has Waterproof Membrane lining thus making the boot 100% Waterproof, the TPR sole makes the boot and anti slippery during wet condition.
KinggenumadeDINsupplinincomp
ll length waterproof & s membrane lining for ti slippery TPR sole.
Ranger - It is an elegant full lengtcomfortable. Constructed using and waxed suede upper with tmakes the boot looks appealing. ifor full grip.
Sudbury - An elegant full length boot very comfortable and stylish. It has full grip sole for maximum confidence on wet or slippery ground.
Kingston - These are genuine Waterproof boot made on using suede & DIN Crazy Horse Leather supported by Membrane lining making the boot complete waterproof.
l length leather boot & very sing Crazy Horse Leather
with textile lining support ling. it also has a TPR sole
AKI India Limited
Rafter - Genuine Cow Leather Upper with Leather Lining & TPR sole gives the look of the shoe very classic and comfortable to wear.
TyroneCrocodleatherLiningSole mstylish
Newport - geniune Cow Leather upper, Leather Lining, Comfortable out socks & PU Sole gives the shoe an elegant look and utmost comfortable while wear.
Kent LeatheLiningthe sho
Casper - Made on Genuine Lizard PLeather Lining & Handmade Outsolcomplete party wear.
Ex-Caliber - These Shoes are extremely comfortable and its non-slippery &
AucklanNubuckgenuine
101
Formal Footwear
yrone - Genuine rocodile Print Patent
eather with Leather ining and Handmade ole makes the shoe looks tylish
Oxford - Genuine Cow Leather, Leather Lining, Extra comfortable socks & TPR outsole makes the shoe looks decent and comfortable while wear.
NorgenLeaPU Italishoe
ent - Genuine Cow eather Upper, Leather ining & PU Sole makes
he shoe a unique Brogue.
Coventry - Made on genuine Cow leather upper, Coloured Lining & Handmade Sole simplifies a proper definition of Brogue Shoe.
CoduppTheOutuniq
zard Print Leather Upper, utsole makes the shoe a
Wellington - Genuine Cow LeLining & PU outsole makes comfortable while wearing
Marine Footwear
uckland - Made on ubuck Leather, these nuine hand sewn
Exotica - These shoes are made of genuine leather upper, Textile
Dolpsewnmad
Norwich Made on genuine Cow Crust Leather, Leather Lining, PU Sole & Unique Italian Finish gives the shoe an attractive look.
Codex - Genuine Leather upper, Leather Lining & Thermoplastic Rubber Outsole gives the shoe a unique appearance.
ow Leather Upper, Leather akes the shoe elegant and
Dolphin - These hand sewn Mocassins are made of genuine
AKI India Limited
non marking outsole featuring water channels for superior traction on wet and dry decks.
MocassimarkingTPR oushoe com
Oceanic - These boots are an elegant full length Waterproof & Breathable Boot, Waterproof Membrane Lined making the boot 100% Waterproof & Breathable.
Barrhead - Made on genuine Tumbled Nubuck Leather, leather lining & TPR sole makes the shoe strong durable to wear.
BroxbugenuineUpper, Rubber shoe str
Hamilton - Made on genuine nubuck Leather Upper, Textile Lining & Rubber sole makes the shoe very comfortable and looks appealing.
Hove and Supper, TRubber shoe ancomfort
102
ocassins. The non-arking and Slip Resistant PR outsole makes the oe comfortable.
lined & TPR sole makes the shoe comfortable and elegant at all times.
Wasand Resishoewashcomduri
e an of & proof boot
Oceanic (Navy/ Bison) - These boots are an elegant full length Waterproof & Breathable Boot, Waterproof Membrane Lined making the boot 100% Waterproof & Breathable.
Biscay - MLeather UMembrane makes the bo& Breathabl
Outdoor Footwear
roxburn - Made on enuine Nubuck Leather pper, Textile Lining & ubber Sole makes the oe strong and durable.
Dave - An Elegant Ankle boot made on genuine Pullup Leather upper, Textile Lining & TPR Sole.
ExpgenUpp& Eshoandcom
ove - Genuine Pullup nd Swede Leather pper, Textile Lining & ubber Soles gives the oe an elegant look and
omfort for the riders.
Hunter - An elegant boot for riders made on Cow Leather, Leather Lining & TPR sole.
LivgenuppRubboo
Washable nubuck leather and Non Marking, Slip Resistant outsole, these shoes are easily Machine washed and are very comfortable and elegant during wear.
Made on genuine DIN r Upper, Waterproof rane Lining & TPR sole the boot 100% Waterproof athable
Explorer - Made on genuine Nubuck Leather Upper, Leather Lining & EVA Sole makes the shoe very light in weight and yet very strong and comfortable while wear.
Livingston - Made on genuine Nubuck Leather upper, Textile Lining & Rubber Sole makes the boot strong and durable.
AKI India Limited
RD-01 - An elegant boot made on genuine Cow Leather Upper, Leather Lining & Neolite Sole makes the shoe durable and comfortable while wear.
RD-02 genuineleather sole melegant
RD-05 - These jodhpur boots are very comfortable & durable during all time wear. Constructed using High quality Leather Upper, Leather Lining & Rubber sole gives proper grip to the shoe.
RD-06 Steel using Sreach 12568/SItaly &leather makes t
Beaufort - Made of genuine Leather, Textile Lining & PU Sole gives the sandal an elegant appearance.
Boston sandal leather, PU Sole utmost stylish.
103
Riding Footwear
02 - Made on enuine leather upper, eather lined & Rubber ole makes the shoe an legant for horse riding.
RD-03 - A very elegant Front Zip boot made of using genuine leather upper, leather lining & rubber sole making the shoe utmost comfortable and strong while wear.
RDand Zip genulininmakcom
06 - A very strong teel Toe Boot made sing Steel Toe as per each norms of EN 2568/S imported from taly & Crazy Horse eather upper & TPR sole akes the shoe strong.
RD-07 - A very comfortable and durable Front Zip Boot made using high quality of Waxy Pullup Leather, textile lining & TPR sole makes the shoe strong.
RDappeRidihighHorsoleslippstrontime
Slippers & Sandals
ston - An elegant dal made on Cow ther, Leather Lining & Sole makes the sandal ost comfortable and
Cape - Made on Cow Leather, Textile Lining & PU Sole makes it utmost durable and stylish while wear.
CarbLeat& PSandcomfsegm
RD-04 - A very stylish and comfortable Front Zip Boot made using genuine leather, leather lining & Rubber sole making the shoe comfortable while wear.
RD-08 - A very appealing and Stylish Riding boot made using high quality of Crazy Horse Leather and TPR sole makes the shoe anti slippery, comfortable & strong while wear at all times.
Carbon - Genuine Cow Leather, Neoprene Lined & PU Sole makes the Sandal the most comfortable in its segment
AKI India Limited
Cedar - Made on genuine Cow Leather, Neoprene Lined & PU Sole makes the slipper comfortable and stylish.
Ely - comfortawear duMade oGrain LLined &
Ripon - A very comfortable an eleganmade of genuine Full Grain Leather,and PU Sole.
Cardiff - An Elegant half cut shoe ideal for all time wear. Made on genuine Cow Leather upper, Leather Lining & Rubber sole makes a shoe comfortable.
Duke - Made on genuine leather Cow leather & TPR sole makes the shoe very stylish and comfortable while wear.
104
An elegant and mfortable slipper to ar during all times.
ade of genuine Full ain Leather, Textile ned & PU sole.
Fisher - Made of genuine Nubuck Leather, Textile Lining & PU sole makes the sandal looks very elegant.
HybrgenuLeatsole verylook
elegant looking slipper eather, Synthetic Lined
Saber - Made on genuine PullLined & PU sole makes the sandawhile wear.
Casual Shoes
Bronx - genuine Cow Leather and Swede upper, Textile Lining & TPR sole makes a shoe perfect for all time wear.
Chester - A veron combinationCow Softy LeaLining & Rubbperfect for wear
Glider - An elegant and comfortable shoe to wear at all times made from genuine Leather, Leather Lining & TPR Sole.
Leeds - MadeNubuck LeathLining & TPR extremely comfo
Hybrid - Made on genuine Cow Leather, Leather Lining & TPR sole makes the slipper very comfortable and looks very elegant.
e Pullup Leather, Leather sandal utmost comfortable
A very Stylish shoe made nation of Cow Patent and y Leather Upper, Leather Rubber outsole makes it r wear during leasure.
Made on genuine Cow Leather Upper, Textile
TPR sole makes the shoe comfort while wear.
AKI India Limited
\
Lincoln - An elegant and comfortable shoes for wear at all times made of genuine cow leather upper, leather lining & Rubber Outsole.
TANNERY
We believe that our Tannery exemspecialized in producing varieties inqualified technicians with the latest amost important principles. Being ISO Through time, our business has gradumaximum emphasis on product qualiinventory & management controls. Wto ensure complete customer satisfac
Bag Leather
Crunch Leather
Oil Skip Leather
Belt Leather
Crunch Leather
105
Salford - Made on genuine Cow Nubuck Leather Upper, Textile Lining & TPR sole makes a shoe comfortable while wear at all times.
York - Made onLeather, Textilemakes a shocomfortable whi
exemplifies in technological and innovative in leather ties in COW and BUFFALO. We believe that our Tann
latest and advanced technologies. Strict quality control is og ISO 9001-2008 certification assures this quality control.
gradually broadened all around the world. We believe thatt quality, product innovation with the best processing faciliols. We also have developed quality standardization and remtisfaction.
Full Grain Naapa Milled Leather
Waxy Leather
High Veg. Leather Milled Leather
de on genuine Cow Swede extile Lining & TPR soles shoe attractive and le while wear all times.
eather production. We are r Tannery is being run by ol is one of the company’s trol.
ve that our Company places facilities, and run SAP for nd remarkable service level
ather
eather
AKI India Limited
Split Laminated Leather
Footwear Leather
Flotter Leather Burnish
Oil Pullup Leather
Harness Leather
Drum Dyed Leather
Upholstry Leather
106
Waxy Leather
rnish Leather Crazy Horse Leather Barto
Swede Leather Nubuck Leathe
Vegetable Tanned Leather
Barton Print Leather
Leather
AKI India Limited
CHEMICAL
We are engaged into distributorship stockist agreement with Balmer Lawchemicals as stockist in the geographi
LEATHER PROCESS FLOWCHA
Pre Tanning
� Soaking � Fleshing � Unhairing � Liming � Bating � Pickling
Main Tanning
� Chrome Tanning � Sammying � Barting � Splitting � Shaving
Wet Finishing
� Neutralising � Retanning � Drum Dying � Fatliquoring � Sammying � Setting � Drying
Finishing Operations
� Conditioning � Shaving
Raw Hides
Pre Tanning
107
rship of Leather Chemicals with well-known companies. Wer Lawrie & Co. Ltd., a manufacturer and trader in vargraphical region of Kanpur and Unnao.
CHART
nning
Main Tanning
Wet Blue
Wet Finishing
Crus
nies. We have entered into in various types of leather
Crust
Finishing Operations
AKI India Limited
� Buffing � Trimming � Finishing
FOOTEAR MANUFATURING PR
Leather
CUTTING STAGE
Cut Component
CLOSING STAGE
Stitched Shoe Uppers
LASTING STAGE
Lasted Uppers
SOLE PASTING S
Unfinished Shoe
FINISHING STAG
Finished Shoe
TRADEMARKS
tresBon
FAIR PARTICIPATION
AKI Group which consists of AKIexporters to many European countriApart from European countries, the cEast nations. Our presence in the follo
� Lineapelle fair, Bologna, Ita� APLF (Asia Pacific Leather � A+A, Dusseldorf, Germany� Spoga Horse, Germany � Beta, UK � Expo Riva Schuh, Garda, Ita� Shanghai Fair, China
108
G PROCESS FLOW
TAGE
TAGE
AGE
ING STAGE
STAGE
Maplewood had been enjoying the patronage of markets. The brand has now stepped into the Icatering to the requirements of Indian customeimage for its fashion shoes. It is acquiring the beand is continuously innovating products with imaleaving competition miles behind. Indian customwell to Maplewood products and the demand is gquality conscious customers demanding internation
UK IP office
f AKI UK (our subsidiary) and AKI International (our Pountries including UK, France, Italy, Germany, Denmark, the company also exports to USA, China, Hong Kong, Ause following fairs has been a regular feature to showcase our
na, Italy eather Fair), HongKong many
da, Italy
ge of British and European the Indian market and is stomers, creating a niche
the best of Indian patterns th imagination and realism, customers have taken very nd is growing daily among rnational class.
(our Promoter Group) are nmark, Austria and Spain. g, Australia and the Middle se our range of products.
AKI India Limited
Collaborations/tie ups/ joint ventur
Our Company does not have Collabor
Business Continuity and Disaster R
We maintain alternative resources tosystems enabling automatic switchingour server.
Marketing Plan
To accomplish our marketing objectiof these objectives will provide feedbobjective is to gain a better understbenefiting from major reorder rate, itcurrent clients, benchmarks should through knowledge of its clients’ neeshould be determined through marketnew products that can utilize its currresearch and analyses of similar produ
Marketing and Distribution Strateg
• Large Wholesalers or standretailer networks
• Small wholesalers, non-inducustomer networks.
• The marketing plan clearly will aim its marketing efforts
• Direct consumer markets fmarkets for customized calen
• Industry associations that conventions.
Marketing Mix
1. Products. AKI markets
AKI’s intangible attribuspeed in responding to cattributes are difficult fo
2. Price. We provide a higthis product and servicelasticity of its product a
3. Distribution. We use di4. Promotion. We believ
promotional expenditurand trade journals or spfor success.
Marketing Implementation
A. Marketing Organization Our curneeds, it is necessary to organize themarketing efforts exclusively on thegroup will be headed by a sales manathe marketing of our products withinmaking authority. This represents a ssalespeople will be empowered to maorganization will enable us to be m
109
entures
ollaboration/Tie Ups/ Joint Ventures as on the date of this P
ster Recovery
ces to reduce the risk of failure of internet links or internaitching to such alternate internet service providers and repla
bjectives, we should develop benchmarks to measure prog feedback and possible corrective actions on a timely basis.nderstanding of the needs and satisfaction of current custrate, it must be satisfying our current customers. To capitaliould be established to learn how we can improve the prs’ needs and specific opportunities for new product offeringmarketing research and our marketing information system. Wts current equipment, technology, and knowledge base. It shr products or product lines.
trategy
stand-alone retail divisions of large companies with extens
industrial segments of the business to business (B2B) m
early specifies and describes the target market(s) toward w efforts.
ets for brands with successful licensing arrangements coud calendars.
that regularly hold or sponsor trade shows, meetin
arkets not only calendar products but also the post sales attributes are its ability to meet or exceed customer expectang to customers’ demands, and its anticipation of new custocult for competitors to copy, thereby giving AKI a competite a high-quality specialty product customized to its clientsservice is reflected in its premium price. We should be soduct and overall consumer demand. use direct marketing. believe that since 90 percent of our customers reorder ea
tures should focus on new product offerings through d or specialty publications. Participation in all important tra
ur current and future products require extensive customizaize the marketing function by customer groups. This will on the needs and specifications of each target customer s manager who will report to the marketing director. Each gr within that customer segment. In addition, each group wints a shift from the current highly centralized managemen to make decisions that will better satisfy our clients. These be more creative and flexible in meeting customers’ ne
this Prospectus.
internal networks. We have replacement warranties for
e progress. Regular reviews basis. The major marketing t customers. Since we are
apitalize on its success with the products it now offers fferings. These benchmarks tem. We also should create e. It should conduct simple
extensive broker, dealer, or
2B) market with extensive
ard which the organization
ts could provide additional
meetings, conferences, or
sales service to its clients. xpectations consistently, its customer needs. Intangible mpetitive advantage. lients’ needs. The value of d be sensitive to the price
der each year, the bulk of ugh direct-mail advertising ant trade fairs is also a key
omization to match clients’ s will allow us to focus its mer segment/groups. Each ach group is responsible for up will have full decision-ement hierarchy. Frontline
These changes in marketing rs’ needs. Likewise, these
AKI India Limited
changes will overcome the current lamarketing organization will give us a
Competition
We compete in different markets wiproducts, customer service, product dcompetitive. Factors affecting our products, brand recognition, customerWe have a comprehensive business m
Human Resource
As of August 31, 2018, we employetable provides information about our
Sl. No.
1. Skilled Employees
2. Unskilled Employees
Insurance:
Sl.
No
.
Name
of the
insure
d
Type of
policy
Policy
1. The Jammu & Kashmir Bank Ltd
Change in Risk/Cover
2231034
2. The Jammu & Kashmir Bank Ltd
Change in Risk/Cover
2231035-002
3. AKI India Limited
Standard Fire and Special Perils Policy
OG-18000010
110
rent lack of diversification in our product lines and client be us a better opportunity to monitor the activities of competi
ets within the Leather and footwear industry on the basis duct development activities, price, and distribution. All of o our competitive success include, among other things, stomer service and reliability. ness model we do compete with various other brands presen
ployed 16 full time employees and 27 contracted labour pt our full time employees:
Particulars No. o
12
4
Total 16
olicy No. Descriptio
n of Cover
under the
Policy
Address
of the
Propertie
s where
the
insured
assets are
situated
Sum
Insured
23103/11/2010/15 Fire basic and Earthquake
A/C Mr. Anwar Kamal Iraqi, 9/6 (II) 3rd and 4th floor, Asharfabad Jajmau, Kanpur 208007
Fire Basic Cover Rs. 28,00,000 Earthquake Cover Rs. 28,00,000(Revised Sum)
23103/11/2010/15002
Fire basic and Earthquake
A/C Mr. Asad Kamal Iraqi, 9/6 (II) 3rd and 4th floor, Asharfabad Jajmau, Kanpur 208007
Fire Basic Cover Rs. 28,00,000 Earthquake Cover Rs. 28,00,000(Revised Sum)
18-1302-4001-0001093
Standard Fire & Special Perils and Addons
9/6 (11), Asharfabad Jajmau, Kanpur Nagar 208023,
Rs. 970,42,000
lient base. Finally, this new ompetitors.
basis of the quality of our ll of our markets are highly ings, price, availability of
present in this industry.
bour person. The following
No. of Employees
Date
of
Expir
y
Premiu
m p.a.
Basic r Rs.
0,000
quak
0,000 ised
August 17, 2019
Rs. 1,309/-
Basic r Rs.
0,000
quak
0,000 ised
August 19, 2019
Rs. 2,810/-
42,00August 30, 2018
Rs. 73,000/-
AKI India Limited
4. AKI India Limited
Standard Fire and Special Perils Policy
OG-18000010
5. J&K Bank Ltd and M/s AKI India Private Limited
Standard Fire and Special Perils Policy
OG-18000005
Immovable Properties of our Comp
Sl.
No. Details Proper
1. Tannery
2. Registered Office/ Facto
Plant, Machinery, Technology:
Name of the Ma
Pattern Scanning set for wet blue
3500’3000 MM Normal wooden drum
Splitting Machine
Splitting Machine parts
Vibration staking machine
Liming Drum Dim 4000*4000 MM
Drying Toggling machine
Plate ironing & embossing machinewith accessories.
Hydraulic Sammying machine. BLUESTAR versus 3400 mm for chromium tanned leathers.
Complete buffing line ALPE model S
Shaving machine ALPE model matrix
S.S sampling lab drum unimark
Micro filters for waste water treatmenwith accessories model clean
4 head vibration staking machine, collector system and accessories.
9 ft heavy duty fleshing machine fitroller with rubberizing, knife cylicounter drive coupled with 7.5 HP
In case machines are yet to be deliverbe mentioned. The percentage and value terms of the The details of the second hand machmachines, balance estimated life, etc.
111
Uttar Pradesh
18-1302-4001-0001094
Standard Fire & Special Perils and Addons
9/6 (11), Asharfabad Jajmau, Kanpur Nagar 208023, Uttar Pradesh
Rs. 1,26,50,000
18-1302-4001-0000506
Standard Fire & Special Perils and Addons
2A 1A 247, Jajmau, Kanpur Nagar 208023, Uttar Pradesh
Rs. 50,00,000
Company
roperty Licensor/Vendor
NA Owned
/ Factory NA Owned
he Machine Quantity Nam
1 Ger Elettron
n drum 1 HAD Hksar
1 Alpe Spark
1 Alpe Spark
1 HAD Hksar
MM 1 Pajusco Tec
1 P.H.K & So
achine model No. GIS D3-850 1 HAD Hksar
ine. Version STEN PRESS for stretching and sammying
1 Dauce Tri.
odel SUPER BD 3200 w.w 1 ALPE/Italy
matrix of 3000 mm. 1 ALPE/Italy
1 ALPE/Italy
eatment plant for leather industry 1 HAD Hksar
chine, Model GLBZ with dust 1 HAD Hksar
ine fitted with SS Trips, rubber e cylinder fitted with knives,
1 Hazra Works/kolk
elivered, the date of quotations relied upon for the cost estim
of the plant and machinery for which orders are yet to be p
d machinery bought or proposed to be bought, if any, incle, etc. shall also be given.
,50,00August 30, 2018
Rs. 10,860/-
0,000 June 3, 2018
Rs. 8,224/-
Owned/Co-
Owned/Leased
Owned
Owned by promoter
Name of supplier
lettronica Srl/Italy
Hksar Ltd./Hong Kong
Spark Srl/Italy
Spark Srl/Italy
Hksar Ltd./Hong Kong
co Technology
& Sons/Thailand
Hksar Ltd./Hong Kong
e Tri. MA, Srl/Italy
/Italy
/Italy
/Italy
Hksar Ltd./Hong Kong
Hksar Ltd./Hong Kong
a Engineering. s/kolkata
st estimates given shall also
o be placed shall be stated.
y, including the age of the
AKI India Limited
Collaborations, any performance g
The following information regardingbeen entered into shall be given: (i) Place of registration and year of in(ii) Paid up share capital. (iii) Turnover of the last financial yea(iv) General information regarding su
Infrastructure & Utilities
The main utilities required in our acti
Power
The main utility required is Power. supply at our factory. We meet our Department at Jammu at our factoryKVA for Unnao to run our unit for m
Fuel
The requirement of fuel for operating
Water
Water required for the manufacturingin the plant premises. The unit is not small amount of steam generation anHowever bore well is used to ensure c
Effluent Treatment
Our Company has dedicated effluent
Export Obligation
Our Company has identified certain export obligation.
Health safety and Environments
Our activities are subject to wide renvironment protection. We are comworking in our factories, people who environment in which we operate. We believe that ensuring the health anbusiness and operations. We are there
environmental regulations and other r
112
nce guarantee or assistance in marketing by the collabor
arding persons or entities with whom technical and finan
r of incorporation.
ial year of operation. ing such persons relevant to the issuer.
ur activity are:
ower. We have made necessary arrangements for regulart our power requirements from the connection taken fromactory premise having sanctioned electricity load of 48 HP for manufacturing of leather footwear and horse riding good
rating the machinery/equipment is met by supplies from loc
cturing and allied process is procured through the existing wis not a highly water consuming type, the normal water requion and other consumptions will be met from the supplies nsure continuous and uninterrupted water supply to the plant
fluent treatment plant for our Tannery.
ertain key export markets for its products. As on the date,
wide range of government rules and regulations regardinre committed to protecting the health and safety of emploe who come in contact with our operations and the heath an
alth and safety of our employees is critical to the successfule therefore committed to complying with applicable health, s
other requirements in our operation
llaborators:
financial agreements have
egular uninterrupted power from Power Development 48 HP for Kanpur and 250 g goods.
m local market.
sting water supply network er requirements for cooling, plies in the Industrial area.
e plant.
e date, we do not have any
garding health, safety and employees and contractors ath and sustainability of the
essful conduct of our ealth, safety and
AKI India Limited
KEY IND
The following description is a summGovernment of India or State Governthis section has been obtained frodescriptions thereof, as set out belinformation to the buyers and is neitFurther, interpretations of the regulati
General Laws: -
The Indian Boilers Act, 1923
The Indian Boilers Act, 1923 (the ‘Bowholly or partly under pressure wheInspector appointed thereunder to havcertificate for use of a registered boilmonths, provided that a certificate inpart of a processing plant in which smedium may be issued for a period nunder Boilers Act. On the expiry of ththe owner of the boiler is required to the examination and all such informprepared and ready for examination in
Standards of Weights and Measure
This Legislation and the rules made tprovides for standardization of packaor distributor shall sell, distribute or dmeasures or number in which suchcommerce in weights and measures apacked commodities sold or intendeweighing and measuring instruments It also empowers the inspectors appstandard weight or measure and to fimport any commodity for sale, distMetrology for registration.
Legal Metrology Act, 2009
The Legal Metrology Act, 2009 (L.measures as well as for goods which transaction/contract relating to goodsby the L.M. Act. Moreover, the L.M.memo or other document, in relation L.M. Act. The specifications with restransactions are contained in the R(General) Rules, 2011, which may beRules in this regard.
The Bureau of Indian Standards Ac
The BIS Act provides for the establisof goods. Functions of the bureau established by any other institution elsewhere, in relation to any article oStandards Certification Mark which srepresent a particular Indian standardsubstance as may be necessary to see
113
Y INDUSTRY REGULATIONS AND POLICIES
summary of certain sector specific laws and regulations Governments which are applicable to our Company. The ined from publications available in the public domain. ut below, may not be exhaustive, and are only intendedis neither designed nor intended to be a substitute for profegulations are subject to legislative, judicial and administrati
he ‘Boilers Act’) states that the owner of any boiler (as defie when is shut off, shall under the provisions of the Boil to have the boiler registered which shall be accompanied bd boiler is issued pursuant to such application, for a period cate in respect of an economiser or of an unfired boiler whhich steam is generated solely by the use of oil, asphalt or riod not exceeding twenty-four months in accordance with
ry of the term or due to any structural alteration, addition or red to renew the certificate by providing the Inspector all reinformation as may reasonably be required of him to havtion in the prescribed manner.
asures Act, 1976
made there under apply to any packaged commodity that is packages in specified quantities or numbers, in which the te or deliver some specified commodity to avoid undue pro
h such commodities may be packed. The Act regulates sures and commodities sold, distributed or supplied by weigintended to be sold in the course of inter-state and comments during their use to prevent fraudulent practices.
ppointed under the provision of this Act to search, sd to file case in the court for prosecution. Any person intee, distribution or delivery has to make an application to t
09 (L.M. Act) governs the standards/units/denominations uhich are sold or distributed by weight, measure or number.
goods/class of goods shall be as per the weight/measuremene L.M. Act prohibits any person from quoting any price, isslation to goods or things, otherwise than in accordance withith respect to the exact denomination of the weight of goodthe Rules made by each State. The Act also provides ay be followed for due compliance, if the respective State
rds Act, 1986 (“BIS Act”)
stablishment of bureau for the standardization, marking anureau include, inter-alia, (a) recognizing as an Indian statution in India or elsewhere, in relation by any other inticle or process; (b) specifying a standard mark to be called
h shall be of such design and contain such particulars astandard; and (c) make an inspection and take such sampl to see whether any article or process in relation to which t
ations as prescribed by the The information detailed in ain. The regulations and tended to provide general r professional legal advice.
nistrative decisions.
s defined therein), which is e Boilers Act, apply to the nied by prescribed fee. The eriod not exceeding twelve ler which forms an integral alt or bitumen as a heating
th the regulations made ion or renewal to the boiler, r all reasonable facilities for to have the boiler properly
that is sold or distributed. It h the manufacturer, packer ue proliferation of weights,
ulates inter-state trade and y weights or measures, pre-d commerce, inspection of
rch, seize and forfeit non-on intending to pre-pack or n to the Director of Legal
tions used for weights and mber. It also states that any rement/numbers prescribed ce, issuing a price list, cash e with the provisions of the f goods to be considered in vides for Legal Metrology State does not provide for
ing and quality certification ian standard, any standard ther institution in India or called the Bureau of Indian lars as may be prescribed to samples of any material or hich the standard mark has
AKI India Limited
been used conforms to the Indian Staany article or process with or without
Micro, Small and Medium Enterpr
The Micro, Small and Medium EnteAct’) seeks to facilitate the developm The MSMED Act provides for the merelevant enterprises to the prescribemanufacturing to submit the memoraengaged in manufacturing is optionalthat has filed a memorandum with thmakes payment for the goods suppliand supplier. The MSMED Act provacceptance of goods. The MSMED supplier within the agreed period, thbank rated notified by the Reserve BaMSMED Act also provides for the(‘Council’). The Council has jurisdiclocated within its jurisdiction and a bu
Laws relating to employment
We are subject to various labour lawwelfare of labourers and/or employee
Factories Act, 1948
This Act came into force on April 01has been enacted to regulate workingrequirements for safety, health and holidays, employment of children, protection from hazardous processes,children.
Minimum Wages Act, 1948
The Minimum Wages Act, 1948 camwage payable by the employer to theemployees engaged to do any work employment listed in the schedule.
The Industrial Disputes Act, 1947
The Act as amended, provides for sprimarily refers to a dispute or diffterms of employment or with the cond
The Workmen’s Compensation Act
The Act aims at providing financial pmeans of payment of compensation bdiseases contracted by workmen durprescribes that if personal injury is cbe liable to pay him compensation. Our Company is subject to other lawsemployees such as the Industrial Em1991, the Employees State Insurance
114
an Standard or whether the standard mark has been impropeithout a license.
terprises Development Act, 2006
Enterprises Development Act, 2006 as amended from timelopment of micro, small and medium enterprises.
the memorandum of micro, small and medium enterprises tscribed authority. While it is compulsory for medium enemorandum, the submission of the memorandum by micro tional. The MSMED Act defines a supplier to mean a micith the concerned authorities. The MSMED Act ensures th
supplied to him immediately or before the date agreed upot provides that the agreed period cannot exceed forty-five MED Act also stipulates that in case the buyer fails to mod, then the buyer will be liable to pay compound interestrve Bank of India from the date immediately following the dor the establishment of the Micro and Small Enterprisesurisdiction to act as an arbitrator or conciliator in a disputend a buyer located anywhere in India.
ur laws for the safety, protection, condition of working, emloyees of our Company.
ril 01, 1949 and extends to the whole of India, including Jaorking conditions in factories and to ensure the provision o and welfare of the workers as well as to regulate the wdren, women, etc. It ensures annual leaves with wages,esses, additional protection to women workers and prohibiti
48 came into force with an objective to provide for the fix to the employee. Every employer is mandated to pay the m work skilled, unskilled, and manual or clerical (including
1947
for statutory mechanism of settlement of all industrial dir difference between employers and workmen concerninge conditions of labour of any person.
on Act, 1923
ncial protection to workmen and their dependants in case oation by the employers. The compensation is also payable fen during the course of their employment. The Workmenry is caused to a workman by accident during employment
r laws concerning condition of working, benefit and welfareal Employment (Standing Orders) Act, 1946, the Public Liaurance Act 1948, the Employees (Provident Fund and Misc
properly used in relation to
om time to time (‘MSMED
rises to be submitted by the um enterprises engaged in micro and small enterprises a micro or small enterprise res that the buyer of goods
ed upon between the buyer five days from the day of
ls to make payment to the nterest at three times of the g the date agreed upon. The prises Facilitation Council ispute between the supplier
ing, employment terms and
ing Jammu and Kashmir. It ision of the basic minimum the working hours, leave, wages, provides additional ohibition of employment of
the fixation of a minimum the minimum wages to all luding out-workers) in any
rial disputes, a term which erning employment or the
case of accidental injury by able for some occupational
rkmen’s Compensation Act yment, his employer would
elfare of our labourers and lic Liability Insurance Act, Miscellaneous Provisions)
AKI India Limited
Act, 1952, the Payment of Gratuity 1948, the Payment of Wages Act, Regulation) act, 1986, the MaternityWomen at Workplace (Prevention, Pr
Environmental Laws
Environment Protection Act, 1986
The Environmental Protection Act, 1ordination of the activities of variousscope of the Act is broad, with "enviwhich exist among water, air and lanand property.
The Water (Prevention and Contro
The Act provides for the preventiowholesomeness of water, for the estabthe prevention and control of waterfunctions relating thereto and for matof water or such alteration of the physewage or trade effluent or of any indirectly) as may, or likely to createsafety, or to domestic, commercial, ianimals or plants or of aquatic organifor Prevention and Control of Water P Accordingly, the previous consent oftaking steps to establish operation or thereto, which is likely to discharge previous consent is required for bringnew discharge of sewage. If at any plsystem or any extension or addition tany poisonous, noxious or pollution well or sewer or on land and, as a resis likely to be polluted, then the persaccident, act or event to the Board cprescribed.
The Air (Prevention and Control of
The Act provides for the prevention, ccarrying out the aforesaid purposes functions relating thereto and for mat The Act envisages establishing a CeCentral Board constituted under Wateto its powers and functions under thCentral Board under the PreventioGovernment has constituted for that Ssuch State Board shall be deemed toexercise the powers and perform the falso. As per the Act, no person operatingSection 19 of the Act) shall dischargexcess of the standards laid down byprevious consent of the Board conspollution control area.
115
atuity Act, 1972, the Payment of Bonus Act, 1965, the MAct, 1936, the Equal Remuneration Act, 1976, the Chil
ternity Benefit Act, 1961, Apprentices Act, 1961 and the Sion, Prohibition and Redressal) Act, 2013.
1986
Act, 1986 is an "umbrella" legislation designed to providearious central and state authorities established under variou "environment" defined to include water, air and land and
and land, and human beings and other living creatures, pla
ontrol of Pollution) Act, 1974 (“Act”)
vention and control of water pollution and the maintaie establishment, with a view to carrying out the purposes afo water pollution, for conferring on and assigning to suchor matters connected therewith. The Act defines pollution ahe physical, chemical or biological properties of water or sf any other liquid, gaseous or solid substance into water create a nuisance or render such water harmful or injuriourcial, industrial, agricultural or other legitimate uses, or to organisms. The Act envisages establishing a Central Board a
ater Pollution.
ent of the Board constituted under the Act must be obtaineion or process, or any treatment and disposal system or any harge sewage or trade effluent into a stream or well or ser bringing into use any new or altered outlet for the dischargany place where any industry, operation or process, or any trition thereto is being carried on, due to accident or other unlution matter is being discharged, or is likely to be dischas a result of such discharge, the water in any stream or wele person in charge of such place shall forthwith intimate thoard constituted under the Act and such other authorities o
trol of Pollution) Act, 1981
ntion, control and abatement of air pollution, for the establisposes of Boards for conferring on and assigning to such
or matters connected therewith.
a Central Board as well as State Pollution Control Boardr Water (Prevention and Control of Pollution) Act, 1974, shnder this Act, shall also exercise the powers and perform
ention and Control of Air Pollution. Similarly, if in r that State, a State Board for the Prevention and Control of med to be the State Board for the Prevention and Control
the functions of the State Board for the Prevention and Co
rating any industrial plant, in any air pollution control arescharge or cause or permit to be discharged the emission own by the Board constituted under the Act. Further, no per constituted under the Act, establish or operate any indu
the Minimum Wages Act, Child Labour (Protection the Sexual Harassment of
vide a framework for co- various laws. The potential d and the interrelationships es, plants, micro-organisms
aintaining or restoring of ses aforesaid, of Boards for
o such Boards powers and tion as such contamination
er or such discharge of any water (whether directly or njurious to public health or or to the life and health of oard as well as State Board
btained, for establishing or r any extension or addition
or sewer or on land. Such charge of sewage or for the any treatment and disposal her unforeseen act or event, discharged into a stream or or well is being polluted, or
ate the occurrence of such ities or agencies as may be
stablishment, with a view to o such Boards powers and
Boards in each State. The 74, shall, without prejudice rform the functions of the if in any State, the State rol of Water Pollution, then ontrol of Air Pollution and nd Control of Air Pollution
rol area (so declared under sion of any air pollutant in
no person shall, without the y industrial plant in an air
AKI India Limited
The Act further prescribes certain cowhere in any area the emission of anthe Board constituted under the Act oevent, the person in charge of the prforthwith intimate the fact of such ocauthorities or agencies as may be pres
Noise Pollution (Regulation & Cont
The Noise Regulation Rules regulateRegulation Rules also establish zonesThe rules also assign regulatory aucompliance with the Noise Regulatio1986.
Electricity Act, 2003
The Electricity Act, 2003 has been reabout transparent policies in the stransmission and distribution of elecThe related Electricity Regulatory Cstatutory Commissions the responsibi
Hazardous Wastes
There are several legislations that diare:
- The Hazardous Wastes (Man
- The Public Liability Insuran
- The Manufacture, Storage an
Hazardous Wastes (Management, H
These rules require that the occupier collect, treat, store or dispose the haza
Public Liability Insurance Act, 199
The Public Liability Act imposes liaarising out of an accident involving legislation has been enumerated by required to take out an insurance poliPublic Liability Act mandate that theequal to the premium paid on the insu
Laws relating to Intellectual Proper
The Trademarks Act, 1999 (“Trade
Under the Trademarks Act, a trademaof distinguishing the goods or serviceto indicate a connection in the courseto use the mark. A ‘mark’ may consnumeral, shape of goods, packaging Trademarks Act requires that any peused by him, must apply for registratfor and which is accepted by the Regjournal by the Registrar.
116
ain compliances with regard to the reporting and preventioof any air pollutant into the atmosphere in excess of the st Act occurs or is apprehended to occur due to accident or otthe premises from where such emission occurs or is apprehch occurrence or the apprehension of such occurrence to sue prescribed by the Act.
Control) Rules 2000 (“Noise Regulation Rules”)
egulate noise levels in industrial, commercial and resident zones of silence of not less than 100 meters near schools, ry authority for these standards to the local district couulation Rules shall be under the provisions of the Environm
een recently introduced with a view to rationalize electricithe sector. The Act provides for private sector particip
lectricity, and provides for the corporatization of the statory Commissions Act, 1998 has been enacted with a vieonsibility of regulating this sector.
that directly or indirectly deal with hazardous wastes. The
s (Management, Handling and Transboundary Movement) R
surance Act,1991
rage and Import of Hazardous Chemicals Rules, 1989.
ent, Handling and Transboundary Movement) Rules, 20
upier and the operator of the facility, that treats hazardous we hazardous wastes without adverse effects on the environm
t, 1991 (“Public Liability Act”)
ses liability on the owner or controller of hazardous substalving such hazardous substances. A list of hazardous substed by the Government by way of a notification. The owne policy insuring against liability under the legislation. The
hat the employer has to contribute towards the Environmene insurance policies. This amount is payable to the insurer
roperty
Trademarks Act”)
ademark is a mark capable of being represented graphicallyervices of one person from those of others used in relation
course of trade between the goods and some person having ty consist of a device, brand, heading, label, ticket, name siaging or combination of colours or any combination thereny person claiming to be the proprietor of a trade mark usgistration in writing to the registrar of trademarks. The trae Registrar of Trademarks (“the Registrar”), is to be adverti
vention of accidents. Thus, the standards laid down by t or other unforeseen act or apprehended to occur shall e to such Board and to such
sidential zones. The Noise hools, courts, hospitals, etc. ct courts. Penalty for non-vironment (Protection) Act,
ectricity tariff, and to bring articipation in generation, the state electricity boards. a view to confer on these
s. The relevant legislations
ent) Rules,2008
les, 2008
dous wastes, must properly vironment.
substances for any damage substances covered by the e owner or handler is also n. The rules made under the onment Relief Fund, a sum surer
ically and which is capable lation to goods and services aving the right as proprietor ame signature, word, letter, thereof. Section 18 of the ark used or proposed to be he trademark, once applied dvertised in the trademarks
AKI India Limited
Oppositions, if any, are invited and, issued by the Registrar. The right toregistered user. The present term of similar periods on payment of a presc While copyright registration is not apresumption favouring ownership of infringement proceedings and reduccopyright protection of a work lasts fo The remedies available in the evenproceedings for damages, account of owner.
Exchange Control Regulations
Regulation of Foreign Investment i
Foreign investment in India is primar1999 (―FEMAǁ) and the rules and under FEMA, has notified the ForeResident Outside India) Regulations, or issue of securities, to a person resiapproval is required from the RBI specified sectoral caps prescribed for In respect of all industries not specifispecified sectoral limits under the autand/or the RBI. Further, FIIs may puportfolio investment scheme through Regulation 1 (4) of Schedule II of thapproved sub-account of an FII shall 10% of the paid-up value of each seholdings of all FIIs and sub accountsor paid-up value of each series of constatutory ceiling as applicable, by thefollowed by the passing of a special r
Foreign Trade (Development and R
The Foreign Trade (Development andprovides for the development and rexports from, India and for matters cothe Government:- (i) may make prorestrict and regulate exports and impoauthorised to formulate and announceby notification in the Official Gazettethe purpose of the Act, including formread with the Indian Foreign Tradecompany without an Importer-Expapplication for an Importer-Exporter Foreign Trade, Ministry of Commerc
Laws applicable for operations outs
Our Company operates in various juthe Netherlands, Sweden, Australia jurisdictions are applicable to our Suas applicable, labour, immigration, ilaws.
117
and, after satisfactory adjudications of the same, a certifiight to use the mark can be exercised either by the regisrm of registration of a trademark is 10 (ten) years, which prescribed renewal fee.
not a prerequisite for acquiring or enforcing a copyright,hip of the copyright by the registered owner. Copyright regi reduce delay caused due to evidentiary considerations. lasts for 60 years.
event of infringement of a copyright under the Copyrigunt of profits, injunction and the delivery of the infringing c
ent in India
primarily governed by the provisions of the Foreign Exchans and regulations promulgated there under. The RBI, in ee Foreign Exchange Management (Transfer or Issue of Stions, 2000 (―FEMA Regulationsǁ) which prohibit, restrictn resident outside India. Pursuant to the FEMA Regulation RBI for foreign direct investment under the ―automaed for various industrial sectors.
pecified under the automatic route, and in respect of investmthe automatic route, approval for such investment may be re
ay purchase shares and convertible debentures of an Indiarough registered brokers on recognized stock exchanges in I
I of the FEMA Regulations provides that the total holding shall not exceed 10% of the total paid-up equity capital of aach series of convertible debentures issued by an Indian ccounts of FIIs added together shall not exceed 24% of the pof convertible debentures. However, this limit of 24% may b by the Indian company concerned passing a resolution by ecial resolution to the same effect by its shareholders.
and Regulation) Act, 1992 (“FTA”)
ent and Regulation) Act, 1992 (―FTAǁ) read along with re and regulation of foreign trade by facilitating imports itters connected therewith or incidental thereto. As per the pke provisions for facilitating and controlling foreign tradd imports, in all or specified cases as well as subject them nounce an export and import policy and also amend the samazette; (iv) is also authorised to appoint a 'Director Generalg formulation and implementation of the Export-Import (―Trade Policy inter-alia provides that no export or impor
Exporter Code number unless such company is specporter Code number has to be made to the office of the Join
merce.
s outside India
ous jurisdictions outside India including UK, USA, Englantralia through our Subsidiaries and branch offices. The reour Subsidiaries and branch offices, which relate to incorpotion, intellectual property, data protection, taxation, and o
certificate of registration is registered proprietor or a
which may be renewed for
right, registration creates a ht registration may expedite tions. Once registered, the
opyright Act include civil ging copies to the copyright
xchange Management Act, I, in exercise of its powers e of Security by a Person estrict and regulate, transfer
ons, no prior consent or utomatic routeǁ within the
investments in excess of the be required from the FIPB
ian company under the es in India.
olding by each FII or SEBI tal of an Indian company or dian company and the total f the paid-up equity capital may be increased up to the on by its board of directors
relevant rules inter-alia orts into, and augmenting the provisions of the FTA, n trade; (ii) may prohibit, them to exemptions; (iii) is he same from time to time, eneral of Foreign Trade' for ort (―EXIMǁ) Policy. FTA import can be made by a
s specifically exempt. An e Joint Director General of
gland, Germany, France, The relevant laws in these ncorporation or registration and other business-related
AKI India Limited
OUR HISTO
HISTORY AND BACKGROUND
Our Company was originally incorpprivate limited company under the Pradesh. Pursuant to a special resolGeneral Meeting held on March 18, 2fresh certificate of incorporation conPradesh & Uttaranchal. Thereafter, ofresh certificate of incorporation consof Companies, Kanpur. The CorporaThe Registered Office of the CompPradesh, India.
CORPORATE PROFILE OF OUR
For information on our Company’s bsee chapters titled “Our Managemen
and 79, respectively.
CHANGES IN REGISTERED OFF
There have been following changes to
Date
Incorporation -
March 23, 2017 88/365 HumaUttar Pradesh,
KEY MILESTONES AND MAJOR
The following table sets forth the key
Date
May 16, 1994 Incorporation of C
May 29, 2017 Conversion of Pri
Expanded and im
Introduced new p
Expanded the Com
Introduced new m
Received ISO 900
2007-08 Setting up leathe2009-2010 Setting up of Tan
Launched Brand n
Production of sho
MAIN OBJECTS UNDER THE M
The main objects as set forth in the M To sell, purchase, manufacture, refinskin or their substitutes, natural and srequired for covering hides, skins or any of the business of tanners, Currie
118
ISTORY AND CERTAIN CORPORATE MATTERS
UND
incorporated as AKI Leather Industries Private Limited onr the Companies Act, 1956 with the Registrar of Comp resolution passed by the shareholders of the Company ah 18, 2006, our Company’s name was changed to AKI Indiaon consequent on change of name dated April 03, 2006 ifter, our Company was converted from Private Limited ton consequent upon change of name was issued on May 29, orporate Identification Number of our Company is U19201 Company is situated at 9/6(11), Asharfabad Jajmau, Ka
OUR COMPANY
ny’s business profile, activities, services, managerial compeement”, “Our Business” and “Industry Overview” beginn
D OFFICE OF OUR COMPANY SINCE INCORPORA
nges to our Registered Office since incorporation:
From
88/365 Humayun208001 Uttar Prade
Humayun Bagh, Kanpur- 208001 adesh, India
9/6 (11), Asharfab208010 Uttar Prade
AJOR EVENTS
he key events and milestones in the history of our Company,
Key Milestones
on of Company
of Private company into Public Limited Company
improved the Company’s original product
new product lines
he Company's sales and distribution system internationally.
new manufacturing technology and reorganized production.
O 9001: 2008 certification
leather footwear unit f Tannery Division and started own production of finished l
rand name “Maplewood”.
of shoes, jacket and saddler
E MEMORANDUM OF ASSOCIATION OF OUR CO
the Memorandum of Association of our Company are as fo
, refine, export, Import, or otherwise deal as agent In all cll and synthetic and all goods, made there from and all chemins or any substitutes into leather or other finished products Curriers of hides and skins.
RS
ted on May 16, 1994 as a Companies, Kanpur Uttar any at the Extra Ordinary
I India Private Limited vide 2006 issued by RoC, Uttar ited to Public Company. A y 29, 2017 by the Registrar 19201UP1994PLC016467.
au, Kanpur- 208010, Uttar
ompetence, and customers, beginning on pages 122, 90
ORATION
To
mayun Bagh, Kanpur- Pradesh, India
harfabad Jajmau, Kanpur- Pradesh, India
pany, since incorporation:
nally.
ction.
ished leather
R COMPANY
as follows:
all classes of leather hides ll chemicals other materials ducts and to carry on all or
AKI India Limited
To carry on all or any of the businesexporter, distributor, dealer and stocleather garments, handbags, purses, sall other articles. made wholly or paadhesives, Riding Apparel (both leatproof appliances, substances and thicapable of being applied for water prubber. Synthetic rubber, plastics anfinishers and dealers in appliances for To buy, sell, barter, exchange, manipexports and imports leather made upscolor products, dyes, drugs, enginejewelleries, precious and semi-preciproducts, paper and paper products an
AMENDMENTS TO THE MEMO
Since the incorporation of our ComAssociation:
Sl. No. Date of Amendment
1. May 6, 2004 AlClcaea
2. November 22, 2005 AlClcaeaea
3. April 03, 2006 AlThPr
4. July 19, 2014 AlClcaRsRs
5. May 29, 2017 AlCo
6. December 15, 2017 Pu15coco
Amendments to the Articles of Asso
Sl. No. Date of Amendment
1. May 06, 2004
2. November 22, 2005
3. April 03, 2006
119
usiness as manufacturer. Processor, finisher, purchaser, sed stockist in all kinds of footwear, shoes. Shoo uppers, brses, suitcases, belts. Household wearing, apparel dresses, or partly of leather including leather board. Saddler, harnth leather & fabric), leather gloves, boxes, all kinds of Indnd things, travel goods, oil paints, chemicals and any preater proofing or other similar purposes, natural rubber sheics and all other articles produced or used by tanners, curces for the above trades or any of them.
manipulate, treat, repair, package, deal, manufacture on smde ups, chemicals used In leather products, natural/Synthetiengineering goods, electric goods, plastics, textiles and
precious stones, brassware, minerals, ferrous and non-ucts and other exportable goods and services.”
EMORANDUM OF ASSOCIATION OF OUR COMPA
r Company, the following changes have been made to
Nature of Amendment
Alteration of the Capital Clause: Clause V of the MoA was amended to reflect the incapital from Rs.15,00,000/- comprising of 1,50,000 Equeach to Rs.50,00,000/- comprising of 5,00,000 Equity Sh
Alteration of the Capital Clause: Clause V of the MoA was amended to reflect the incapital from Rs.50,00,000/- comprising of 5,00,000 Eeach to `1,50,00,000/- comprising of 15,00,000 Equieach.
Alteration of the Name Clause: The name of the Company was changed from “AKPrivate Limited” to “AKI India Private Limited”.
Alteration of the Capital Clause: Clause V of the MoA was amended to reflect the incapital from Rs.1,50,00,000/- comprising of 15,00,00Rs.10/- each to Rs.5,00,00,000/- comprising of 50,00,0Rs.10/- each.
Alteration of the Name Clause: Conversion from Private Limited Company to Public Li
Pursuant to the Ordinary resolution passed by our Share15, 2017, the Authorised Share Capital was increasecomprising of 50,00,000 Equity Shares of `10 eacomprising of 1,10,00,000 Equity Shares of `10 each
f Association of our Company
Nature of Amendment
Alteration of the Capital Clause: The authorized share capital of the Company 15,00,000/- divided into 1,50,000 equity shares of 50,00,000/- divided into 5,00,000 Equity Shares of R
Alteration of the Capital Clause: The authorized share capital of the Company 50,00,000/- divided into 5,00,000 Equity Shares of1,50,00,000/- divided into 15,00,000 Equity Shares o
Alteration of the Name Clause: The name of the Company was changed from “AK
ser, seller. trader, Importer. ers, boots. clogs, leggings, esses, goods. novelties, and r, harness, saddlery goods,
of Industrial leather, water ny preparation or solutions er sheets, synthetic leather, rs, curriers. Manufacturers,
e on small scale mainly for nthetic leather, handicrafts, and textile goods, gems,
-ferrous metals and Its
MPANY
e to the Memorandum of
the increase in authorized 00 Equity Shares of Rs.10/- uity Shares of Rs.10/- each.
the increase in authorized ,000 Equity Shares of `10 Equity Shares of Rs.10/-
“AKI Leather Industries
the increase in authorized ,00,000 Equity Shares of 0,00,000 Equity Shares of
lic Limited Company
Shareholders on December creased from `5,00,00,000 10 each to `11,00,00,000
pany increased from Rs. res of Rs. 10/- each to Rs. es of Rs. 10/- each.
pany increased from Rs. res of Rs. 10/- each to Rs. ares of Rs. 10/- each
m “AKI Leather Industries
AKI India Limited
4. May 08, 2017
5. May 29, 2017
6 December 15, 2017
OTHER DETAILS REGARDING
For information on our activities, serreference to our prominent competitoOverview” and “Management’s Dis
beginning on pages 90, 79 and 145managerial competence and for detaManagement” and “Capital Structur
TECHNOLOGY, MARKET COM
For details on the technology, markettitled “Our Business” beginning on p
RAISING OF CAPITAL IN FORM
For details regarding our capital ra“Capital Structure” on pages 54 resp
TIME AND COST OVERRUN I
PROJECT
There have been no significant time aor establishments.
DEFAULTS OR RESCHEDULING
AND CONVERSION OF LOANS I
There have been no defaults or resccurrent borrowings from lenders. Non
STRIKES AND LOCK-OUTS
There have been no lock-outs or striany injunction or restraining order.
CHANGES IN THE ACTIVITIES
There have been no changes in the acDraft Prospectus which may have halines of business, loss of agencies or m
INJUNCTION OR RESTRAINING
Our Company is not operating under
120
Private Limited” to “AKI India Private Limited”
Adoption of new set of Articles of Association: Adoption of new set of Articles of Association pursour Company to a public limited company.
Alteration of the Name Clause: Conversion from Private Limited Company to Public
Pursuant to the Ordinary resolution passed by oDecember 15, 2017, the Authorised Share Capital`5,00,00,000 comprising of 50,00,000 Equity Sh`11,00,00,000 comprising of 1,10,00,000 Equity Sha
ING OUR COMPANY
es, services, products, growth, technology, marketing stratepetitors and customers, please refer to sections titled “Our
Discussion and Analysis of Financial Conditions and R
145 respectively of this Draft Prospectus. For details of r details of shareholding of our Promoters, please refer to
cture” beginning on pages 122 and 54 respectively of this
COMPETENCE AND CAPACITY BUILD-UP
arket competence and capacity build-up of our Company, g on page 90 of this Draft Prospectus.
ORM OF EQUITY OR DEBT
ital raising activities through equity and debt, please seerespectively.
UN IN SETTING-UP OF PROJECTS INCLUDING
time and cost overruns in the development or construction
LING OF BORROWINGS WITH FINANCIAL INSTI
ANS INTO EQUITY
r rescheduling of borrowings with financial institutions/bas. None of our outstanding loans have been converted into e
or strikes at any time in our Company and our Company i
TIES OF OUR COMPANY
the activities of our Company during the last five years precave had a material effect on our profit or loss, including dies or markets and similar factors.
INING ORDER
under any injunction or restraining order
n pursuant to conversion of
Public Limited Company
by our Shareholders on apital was increased from ty Shares of `10 each to ty Shares of `10 each
strategy, our standing with Our Business”, “Industry
d Results of Operations” ils of our management and efer to sections titled “Our
of this Draft Prospectus.
pany, please see the chapter
se see the section entitled
DING THE PROPOSED
ction of any of our projects
INSTITUTIONS/ BANKS
ons/banks in respect of our into equity shares.
pany is not operating under
rs preceding the date of this ng discontinuance of our
AKI India Limited
SHAREHOLDERS OF OUR COM
As on the date of this Draft Prospectuto the current shareholding pattern, pthis Draft Prospectus.
HOLDING COMPANY
Our Company does not have a holdin
OUR SUBSIDIARY(IES) OF OUR
As on the date of this Draft ProspectLimited.
SHAREHOLDERS AGREEMENT
Our Company has not entered into an
MATERIAL AGREEMENTS
There are no material agreements or ctwo years prior to the date of the Draf
STRATEGIC PARTNERS
Our Company does not have any strat
FINANCIAL PARTNERS
Our Company does not have any fina
121
COMPANY
spectus, our Company has 7 (Seven) shareholders. For furtttern, please refer to section titled “Capital Structure” beg
holding company as on the date of this Draft Prospectus.
OUR COMPANY
ospectus, our Company has only one wholly owned subsidi
ENTS
nto any shareholders agreement as on the date of this Draft P
ts or contracts, which have been entered into by our Compae Draft Prospectus, which are not in the ordinary course of b
strategic partners as on the date of this Draft Prospectus.
y financial partners.
or further details in relation ” beginning on page 54 of
ubsidiary, namely AKI UK
Draft Prospectus.
ompany within a period of se of business.
ctus.
AKI India Limited
The Articles of Association require oDirectors. As on the date of the Drwoman director. The following table sets forth details
BOARD OF DIRECTORS
Currently, our Company has 5 (fivDirectors. The following table sets fProspectus:
Name, Father’s Name, Nature of
Directorship, Residential Address,
Date of Appointment/ Re-
appointment, Term, Period of
Directorship, Occupation, and DIN
Osama Anwar Iraqi Father’s Name: Anwar Kamal Iraqi Nature of Directorship: WholetimeDirector Residential Address: 9/6Asharfabad, Jajmau, Kanpur-208010Uttar Pradesh, India Date of Birth: June 27, 1992 Date of Appointment: July 1, 2010 Term: Five years with effect fromDecember 09, 2017, Liable to Retireby Rotation Occupation: Employment DIN: 03142832
Samina Asad Iraqi Husband’s Name: Asad Kamal Iraqi Nature of Directorship: Whole TimeDirector Residential Address: 9/6Asharfabad, Jajmau, Kanpur-208010Uttar Pradesh, India Date of Birth: May 11, 1978 Date of Appointment: October 12002 Term: Five years with effect fromDecember 09, 2017, Liable to Retire
122
OUR MANAGEMENT
uire our Board to have at least 3 (three) Directors and not mhe Draft Prospectus, our Board comprises of 5 (five) Dir
etails regarding the Board of Directors as on the date of this
5 (five) Directors out of which 3 (Three) are Non-Ex sets forth details regarding the Board of Directors as on
re of
dress,
d DIN
Nationality Age Other Directorships a
Draft Pro
letime
9/6, 08010,
2010
t from Retire
Indian 26 Public Limited Entities Nil Private Limited Entitie Nil Foreign Entities: Nil Partnerships/Limited L Nil Hindu Undivided Fami Nil Trusteeships: Nil
Iraqi
Time
9/6, 08010,
ber 1,
t from Retire
Indian 40 Public Limited Entities Nil Private Limited Entitie Nil Foreign Entities: AKI UK LIMITED Partnerships/Limited L Nil Hindu Undivided FamiNil
d not more than 15 (fifteen) e) Directors including one
of this Draft Prospectus:
Executive- Independent as on the date of this Draft
ships as on the date of this
ft Prospectus
ntities:
Entities:
ited Liability Partnerships:
d Families:
ntities:
Entities:
ited Liability Partnerships:
d Families:
AKI India Limited
by Rotation Occupation: Business DIN: 01668732
Aslam Saeed Father’s Name: Saeed Ahmed Nature of Directorship: NonExecutive and Independent Director Residential Address: 88/380Chaman Ganj, Kanpur-208001, UttarPradesh, India Date of Birth: May 05, 1955 Date of Appointment: December 092017 Term: Five years with effect fromDecember 09, 2017 Occupation: Business DIN: 00996483
Javed Iqbal Father’s Name: Iqbal Hussain Nature of Directorship: NonExecutive and Independent Director Residential Address: 14 A, 150 FTRoad, Jajmau, Kanpur-208010, UttarPradesh, India Date of Birth: April 06, 1964 Date of Appointment: December 092017 Term: Five years with effect fromDecember 09, 2017 Occupation: Business DIN: 1335862
123
Trusteeships: Nil
Non-ector
8/380, , Uttar
ber 09,
t from
Indian 63 Public Limited Entities Nil Private Limited Entitie
1. Habib Tanner2. Sweet Home
Limited Foreign Entities: NIL Partnerships/Limited L Nil Hindu Undivided Fami Nil Trusteeships: Nil
Non-ector
50 FT , Uttar
ber 09,
from
Indian 54 Public Limited Entities Nil Private Limited Entitie
1. Naaz Exports2. Jajmau Tann
Protection As3. Leather Cl
Limited 4. Council For L5. Jajmau T
Treatment As Foreign Entities: NIL Partnerships/Limited L Nil Hindu Undivided Fami Nil Trusteeships: Nil
ntities:
Entities:
annery Private Limited Home Dwellings Private
ited Liability Partnerships:
d Families:
ntities:
Entities:
xports Private Limited Tanneries Environmental
ion Association Cluster Development
For Leather Exports Tannery Effluent ent Association
ited Liability Partnerships:
d Families:
AKI India Limited
Rajkrishna Agrawal Father’s Name: Moti Lal Agarwal Nature of Directorship: NonExecutive And Independent Director Residential Address: 64 K, PayriaTola, Mahuaria, Mirzapur-231001Uttar Pradesh, India Date of Birth: June 02, 1972 Date of Appointment: December 092017 Term: Five years with effect fromDecember 09, 2017 Occupation: Business DIN: 08018396
Family Relationships between the D
Except following, none of the directo
Sr. No. Name
1 Samina Asad Iraqi
Note: As on the date of this Draft Prospectu
1. None of the above mentione
2. Further, none of our Directofrom trading by stock exchafiling this Draft Prospectus o
None of the Promoters, Persour Company, has been orcompany, which is debarredSEBI or any other regulatory
3. Further, neither our Comp
Directors or persons in conSEBI.
4. There is no arrangement or
pursuant to which any of themanagement.
Brief Biographies of the Directors
1. Osama Anwar Iraqi aged 26
the Whole Time Director ofan experience of 5 years inproduction function and the
124
Non-rector
Payria 31001,
ber 09,
t from
Indian 46 Public Limited Entities Nil Private Limited Entitie Nil Foreign Entities: NIL Partnerships/Limited L Nil Hindu Undivided Fami Nil Trusteeships: Nil
the Directors
irectors of our Company have family relationships:
Name Nat
Osama Anwar Nep
spectus:
ntioned Directors are on the RBI List of willful defaulters as
irectors are or were directors of any company whose share exchange(s) for more than 3 months during the five yearectus or (b) delisted from the stock exchanges.
s, Persons forming part of our Promoter Group, Directors oreen or is involved as a promoter, director or person in barred from accessing the capital market under any order oulatory authority.
Company nor our Promoters, persons forming part of oin control of our Company are debarred from accessing th
ent or understanding with major shareholders, customers of the above mentioned Directors was selected as director
ctors
ged 26 years, is one of the Director of the Company since Ator of the Company. He obtained a degree of of Bachelor oars in overseas marketing operations of the Company. Hd the day-to-day operations.
ntities:
Entities:
ited Liability Partnerships:
d Families:
Nature of Relationship
Nephew
ters as on date.
shares were (a) suspended e years prior to the date of
tors or persons in control of n in control of any other rder or directions made by
t of our Promoter Group, sing the capital markets by
omers, suppliers or others, irector or member of senior
since August 1, 2010. He is helor of Commerce. He has ny. He also supervises the
AKI India Limited
2. Samina Asad Iraqi aged 40 Time Director of the CompIraqi is associated with finanis engaged in social cause involved working for Musliexperience of 5 years in admthe company.
3. Aslam Saeed aged 63 years,
under matriculation degree. making Harness Leather & B
4. Javed Iqbal aged 53 years,
obtained a degree of BachelRegion) in Council for Leathof India).
5. Rajkrishna Agarwal aged 46
He obtained a degree of Bacin FMCG & Electronic secto
Arrangements with major Shareho
There are no arrangements or undpursuant to which any of the Directordate of this Draft Prospectus.
Service Contracts
Our Company has not executed any sof their employment.
Common directorships of the Dire
the Stock Exchanges for a period b
None of the Directors are/ were direcExchange(s) or under any order or diin the last five (5) years.
Director’s association with the Secu
None of the Directors of our Compan
Common directorships of the Dir
exchanges in India
Except for the details mentioned undon page 162 of this Draft Prospectus,delisted from any Stock Exchange(s). Further, none of the directors are/ wcapital markets under any order or dAuthority.
Borrowing Powers of the Board
The Articles, subject to the provisionraise, borrow or secure the paymentshareholders have, pursuant to a spDecember 15, 2017, in accordance w
125
ed 40 years, is Director of the Company since 2002. CurreCompany. She obtained a degree of Bachelor of Arts andh financial operations in the company, having a rich experiecause and actively looking a junior high school for Musl Muslim community, inspiring them to provide educationin administrative works. Currently she is involved in day to
years, is Independent Director of the Company since Decemegree. He has 36 years vast experience in leather industry &er & Belt Leather.
years, is Independent Director of the Company since Deceachelor of Arts. Currently he is holding the post of Region
r Leather Exports (Sponsored by Ministry of Commerce & I
ged 46 years, is Independent Director of the Company sinceof Bachelor of commerce. He has 22 Years of experience c sector
areholders, Customers, Suppliers or Others
r understanding between major shareholders, customers,irectors were selected as a Director or member of a senior m
d any service contracts with its directors providing for bene
Directors in companies whose shares are/were suspend
iod beginning from five (5) years prior to the date of thi
e directors of any company whose shares were suspended fr or directions issued by the stock exchange(s)/ SEBI/ othe
e Securities Market
mpany are associated with securities market.
e Directors in listed companies that have been/were
d under section titled “Other Regulatory and Statutory Di
ectus, none of the Directors are/ were directors of any entige(s).
are/ were directors of any entity which has been debarrer or directions issued by the Stock Exchange(s), SEBI or
visions of Section 180(1)(c) of the Companies Act, 2013 auyment of any sum or sums of money for the purposes o
o a special resolution passed at the Extra-ordinary Genence with Section 180(1)(c) of the Companies Act, 2013 au
Currently she is the Whole ts and is educationist. Mrs. xperience in this field. She
Muslim girls and actively cation to girls. She has an ay to day administration of
December 09, 2017. He is ustry & having expertise in
e December 09, 2017. He egional Chairman (Central
ce & Industry, Government
y since December 09, 2017. ience in the field of Retails
omers, suppliers or others nior management as on the
r benefits upon termination
spended from trading on
his Draft Prospectus
nded from trading by Stock I/ other regulatory authority
were delisted from stock
ry Disclosures” beginning y entity whose shares were
ebarred from accessing the BI or any other Regulatory
013 authorized the Board to oses of our Company. The General Meeting held on 13 authorized the Board to
AKI India Limited
borrow monies from time to time, smoney already borrowed exceeds tprovided, however, that the total borrshall not exceed ` 100 Crore.
Remuneration to Executive Directo
The compensation payable to our Exeshall be subject to the provisions of Sprovisions of the Companies Act, 20there under (including any statutoryCompanies Act, 1956, for the time be
Particulars Remuneratio
Basic Salary Rs. 9 Lakh p.increments Board/Commitlimit of 20% previous years.
Other Benefits Annual performdecided by thBoard, subjectsalary.
Designation Whole Time D
Appointment as a Director
Five (5) years 09, 2017.
Remuneration paid for F.Y. 2016-2017
Rs. 9 Lakh per
Payment or benefit to Non-Executiv
Apart from the remuneration of ouExecutive Directors” above, our Nonprescribed by the Companies Act, 20expenses for attending the Board or amounts as may be decided by the CAct and any other applicable Indian la
REMUNERATION PAID TO TH
YEAR 2016-17.
Name of Director
Samina Asad Iraqi Rs.
Osama Anwar Iraqi Rs.
Total Rs.
Shareholding of Directors in our Co
The details of the shareholding of our
Sl. No. Name of the Sharehold
1. Samina Asad Iraqi
2. Osama Anwar Iraqi
Total
126
time, such sums of money even though the money so boeeds the aggregate of the paid-up capital and free reserval borrowing (apart from the temporary loans taken from the
irectors
ur Executive Director will be governed as per the terms of tns of Section 2 (54), 2(94), 188, 196, 197, 198 and 203 andct, 2013 read with Schedule V to the Companies Act, 201tutory modification(s) or re-enactment thereof or any of ime being in force)
eration to Osama Anwar Iraqi Remuneration to S
akh p.a. with annual or mid-term ts as approved by the
ommittee of the Board within a 20% over the remuneration of years.
Rs. 9 Lakh p.a. withincrements as aBoard/Committee of limit of 20% over previous years.
performance incentive as may be by the Board/Committee of the ubject to a ceiling of 500% of
Annual performance decided by the BoarBoard, subject to a salary.
ime Director Whole Time Director
years with effect from December Five (5) years with e09, 2017.
kh per annum Rs. 9 Lakh per annum
ecutive Directors of our Company
of our Executive Directors as provided under the headinur Non-Executive Directors are entitled to be paid a sittingct, 2013 and the Rules made there under and actual travel, rd or Committee meetings. They may also be paid comm the Company in accordance with the provisions of the Ardian laws and regulations.
O THE BOARD OF DIRECTORS DURING THE L
Remuneration Sitting Fees
Rs. 9 lakh per annum NIL Rs.
Rs. 9 lakh per annum NIL Rs.
Rs.18 lakh per annum NIL Rs.
our Company
of our Directors as on the date of this Draft Prospectus are a
reholder No. of Equity
Shares
Percentage of Pre-
Issue Capital (%)
5,40,498 10.81
3,79,520 7.59
9,20,018 18.40
so borrowed together with reserves of the Company om the company’s bankers)
s of their appointment and 03 and any other applicable t, 2013 and the rules made y of the provisions of the
n to Samina Asad Iraqi
. with annual or mid-term s approved by the ee of the Board within a over the remuneration of
ance incentive as may be Board/Committee of the to a ceiling of 500% of
rector
with effect from December
nnum
heading “Compensation to sitting fee up to the limits ravel, boarding and lodging commissions and any other he Articles, the Companies
HE LAST FINANCIAL
Total
Rs. 9 lakh per annum
Rs. 9 lakh per annum
Rs.18 lakh per annum
s are as follows:
Percentage of Post-
Issue Capital (%)
0.81 5.25
7.59 3.69
8.40 8.94
AKI India Limited
Interests of our Directors
Interest of Directors in the promotio
Except Osama Anwar Iraqi and Saminterested in the promotion of our Co
Interest as member of our Company
Further, except as disclosed under suDirectors hold any Equity Shares or interested to the extent of Equity Sharas promoters, directors, partners, propallotted to the companies, firms, venproprietors, members or trustees, purs
Interest as Creditor of our Company
As on the date of this Draft Prospectufurther details, please refer to sectiProspectus.
Interest in the properties of our Com
Except as stated under the paragraphunder the paragraph titled ‘Interest Group” beginning on pages 90 and interest in any property acquired byProspectus or in any property propose All of the Directors may be deemed tbe entered into by our Company withwhich they are partners as declared in Our Directors may be deemed to brendered as a Director of our Compplease refer to sub-section “Remunera Further, except as disclosed in “Our
interest in any property acquired by proposed to be acquired by it or in anexcept as disclosed under sub-sectionhold any Equity Shares, Preference Salso be interested to the extent of Eqassociated as promoters, directors, Except as stated below, none of our d Other than as stated above and excPromoters and Promoter Group” beDirectors do not have any other intere Our Directors are not interested in Bankers to the Issue or any such inter None of the relatives of our Directorfurther details, please refer to sectbeginning on page 122 of this Draft P
127
otion of our Company
d Samina Asad Iraqi, who are in our Promoter group, noneur Company other than in the ordinary course of our busine
any
der sub-section ‘Shareholding of Directors in our Companyres or any other form of securities in our Company. Our Dty Shares, if any, held by them or held by the entities in whics, proprietors or trustees or held by their relatives or that mas, ventures, trusts in which they are interested as promoters, pursuant to the Issue.
pany
spectus, our Company has availed loans from the Directors section titled “Financial Statements” beginning on pag
Company
agraph titled ‘Immovable Property’ under the chapter titledterest of Promoters’ under the chapter titled “Our Prom
and 137 respectively of the Draft Prospectus, our Direcred by our Company in the preceding two years from troposed to be acquired by our Company.
med to be interested in the contracts, agreements/arrangemey with any company in which they hold directorships or an
ared in their respective capacity.
d to be interested to the extent of the remuneration paidCompany and reimbursement of expenses payable to them
uneration to Executive & Non-Executive Directors” above
Our History and Certain Corporate Matters”, none of oued by our Company within two (2) years of the date of thir in any transaction in acquisition of land or any constructionection “Shareholding of Directors in our Company” above, ence Shares or any other form of securities in our Compan of Equity Shares, if any, held by them or held by the entit
f our directors are associated with our subsidiary:
nd except as stated in the sections titled “Financial Inf
” beginning on pages 144 and 137 respectively of this D interest in the business of our Company.
ed in the appointment of or acting as Underwriters, Regh intermediaries registered with SEBI.
irectors have been appointed to a place or office of profio section titled “Our Management” – Remuneration to
raft Prospectus.
, none of our Directors are usiness.
mpany’ above, none of our Our Directors may also be n which they are associated
hat may be subscribed by or moters, directors, partners,
ectors of our Company. For on page 144 of this Draft
titled “Our Business” and Promoters and Promoter
Directors do not have any rom the date of the Draft
ngements entered into or to s or any partnership firm in
paid to them or services o them. For further details, above.
e of our Directors have any of this Draft Prospectus or ruction of building. Further, bove, none of our Directors mpany. Our Directors may e entities in which they are
Information” and “Our
f this Draft Prospectus, our
, Registrar to the Issue or
profit in our Company. For on to Executive Directors
AKI India Limited
Our Directors may also be deemed distributions in respect of the said Esection titled “Financial Informat
beginning on pages 122, F-24 and shareholding in our Company, our Di
Changes in our Company’s Board o
The changes in the Board of Director
Sl.
No. Name of the Director
1 Aslam Saeed
2 Javed Iqbal
3 Raj Krishna Agrawal
4 Saleha Khatoon
5 Anwar Kamal Iraqi
6 Asad Kamal Iraqi
COMPLIANCE WITH CORPORA
In addition to the applicable provisioprovisions of the SEBI (Listing Obl(ICDR) Regulations, 2009 in respectupon the listing of our Company’s pertaining to the Composition of theAudit Committee, Stakeholder’s Relbeen complied with. Our Board of Directors consists of 5Directors (as defined under RegulatiRegulations, 2015) including 1 (onRegulation 17 of the SEBI (Listing O
Our Company has constituted the f
Audit Committee
Our Company has formed the Auditdated December 31, 2017 as per the with the Companies (Meetings of BRegulation 18 of SEBI (Listing Oblilisting of Company’s equity sharescomprises following members:
Name of the Director St
Mr. Javed Iqbal Ch
Mr. Osama Anwar M
Mr. Raj Krishna Agrawal M
The Company Secretary of our CompAudit Committee shall attend the Ashareholders in any matter relating toits terms of reference shall include the A. Tenure: The Audit Committee shresolved by the Board, to carry out th
128
emed to be interested to the extent of any dividend payabsaid Equity Shares. Except as stated in this section “Our
rmation - Related Party Transactions” standalone anand F-52 respectively of this Draft Prospectus, and exc
our Directors do not have any other interest in the business o
oard of Directors during the last three (3) years
rectors of our Company in the last three (3) years are as foll
Date of Appointment/
change/ cessation Rea
December 09,2017 Appointment of Inde
December 09,2017 Appoint of Independ
December 09,2017 Appoint of Independ
December 10,2017 Resignation of Whol
December 10,2017 Resignation of Whol
December 10,2017 Resignation of Mana
PORATE GOVERNANCE
rovisions of the Companies Act, 2013 read with the rules mg Obligations and Disclosure Requirements) Regulations,espect of corporate governance will be applicable to our Cany’s Equity Shares on the SME Platform of BSE Limite of the Board of Directors and the constitution of the Co’s Relationship Committee and Nomination & Remunerati
ts of 5 (five) Directors out of which 3 (Three) are Non-Exegulation 16(1)(b) of SEBI (Listing Obligations and Disc1 (one) Woman Director, which is in compliance with ting Obligations and Disclosure Requirements) Regulations,
the following committees:
Audit Committee vide Resolution passed in the Meeting oer the applicable provisions of the Section 177 of the Comp of Board and its Powers) Rules, 2014 (as amended) andg Obligations and Disclosure Requirements) Regulations, 2shares on SME Platform of BSE Limited. The constitut
Status in Committee Nature of Direct
Chairman Non-Executive-Independent Dir
Member Whole Time Director
Member Non-Executive-Independent Dir
Company shall act as a Secretary of the Audit Committee. the Annual General Meeting of our Company to furnishting to financial statements. The scope and function of the Aude the following:
ttee shall continue to be in function as a Committee of the B out the functions of the Audit Committee as approved by th
payable to them and other ur Management” or the
ne and consolidated basis nd except to the extent of iness of our Company.
as follows:
Reason
of Independent Director
ependent Director
ependent Director
Whole time Director
Whole time Director
Managing Director
rules made there under, the ations, 2015 and the SEBI our Company immediately Limited. The requirements he Committees such as the uneration Committees have
Executive- Independent Disclosure Requirements) with the requirements of ations, 2015.
eting of Board of Directors Companies Act, 2013 read ) and also to comply with ons, 2015 applicable upon
nstituted Audit Committee
irectorship
nt Director
nt Director
ittee. The Chairman of the urnish clarifications to the f the Audit Committee and
f the Board until otherwise by the Board.
AKI India Limited
B. Meetings of the Committee: Theone hundred twenty (120) days shalleither two members or one third ofpresence of minimum two Independen C. Role and Powers: The Role of AListing Regulation, 2015 and Compan
i. Recommendation for appoinAuditors’ of the Company;
ii. Review and monitoring of thprocess;
iii. Review and examination of the Auditors’ thereon;
iv. Overview of the Company'sto ensure that financial infor
v. Reviewing, with the managwith particular reference to:
a. Matters required tothe Board’s report i
b. Changes, if any, in c. Major accounting
management; d. Significant adjustme. Compliance with lisf. Disclosure of any reg. Qualifications in th
vi. Approval or any subsequent vii. Scrutiny of Inter corporate lo
viii. Valuation of the undertakingix. Reviewing, with the manage
(public issue, rights issue, pthan those stated in the offeagency monitoring the utilirecommendations to the Boa
x. Reviewing, with the manageinternal control systems;
xi. Reviewing the adequacy of department, staffing and senand frequency of internal aud
xii. Reviewing the findings of ais suspected fraud or irregureporting the matter to the bo
xiii. To recommend and review thxiv. To recommend the appoint
heading the finance function& background, etc. of the ca
xv. To obtain outside legal or otxvi. To attend to any other respon
Stakeholders Relationship Commit
Our Company has formed the Stakeprovisions of the Companies Act, 202014 (as amended) and also to coRequirements) Regulations, 2015 appLimited vide Resolution dated Deccomprises the following:
129
: The Committee shall meet at least four (4) times in a yes shall elapse between any two meetings. The quorum forird of the members of the Committee, whichever is highpendent Directors at each meeting.
e of Audit Committee together with its powers as Part C ofompanies Act, 2013 shall be as under:
appointment, remuneration and terms of appointment of Iany; g of the Auditors’ independence and performance, and effec
ion of the, the quarterly, half yearly and yearly financial sta
pany's financial reporting process and the disclosure of its nformation are correct, sufficient and credible;
management, financial statements before submission to thece to: ired to be included in the Director’s Responsibility Statemeport in terms of clause 134 of the Companies Act, 2013; ny, in accounting policies and practices and reasons for the snting entries involving estimates based on the exerci
justments made in the financial statements arising out of auith listing and other legal requirements relating to financial
any related party transactions; s in the audit report; quent modification of transaction of the Company with the rrate loans and investments; akings or assets of the Company, wherever it is necessary;anagement, the statement of uses / application of funds ra
ssue, preferential issue, etc.), the statement of funds utilizee offer document/prospectus/notice and the report submitte utilisation of proceeds of a public or rights issue, ande Board to take up steps in this matter; anagement, performance of statutory and internal auditors,
cy of internal audit function, if any, including the structurend seniority of the official heading the department, reportinnal audit; s of any internal investigations by the internal auditors into
rregularity or a failure of internal control systems of a the board.; view the functioning of the vigil mechanism/ Whistle Bloweppointment of CFO (i.e. the whole-time Finance Directornction or discharging that function) after assessing the qual
the candidate; l or other professional advice wherever required; responsibility as may be entrusted by the Board within the t
mmittee
Stakeholders Relationship Committee as per Section 178 ct, 2013 read with the Companies (Meetings of Board an
to comply with Regulation 20 of SEBI (Listing Obliga15 applicable upon listing of Company’s equity shares on Sd December 31, 2017. The constituted Stakeholders Rel
n a year and not more than m for the meeting shall be
gher but there shall be
rt C of Schedule II of SEBI
t of Internal and Statutory
d effectiveness of the Audit
ial statements and report of
of its financial information
to the board for approval,
tatement to be included in
r the same; exercise of judgment by
t of audit findings; ancial statements;
th the related parties;
ssary; nds raised through an issue utilized for purposes other ubmitted by the monitoring e, and making appropriate
ditors, and adequacy of the
ructure of the internal audit eporting structure coverage
rs into matters where there s of a material nature and
Blower mechanism; irector or any other person e qualifications, experience
n the terms of reference.
n 178 and other applicable ard and its Powers) Rules, bligations and Disclosure
s on SME Platform of BSE rs Relationship Committee
AKI India Limited
Name of the Director
Aslam Saeed
Osama Anwar
Samina Iraqi
The Company Secretary of our ComThe scope and function of the Stakehfollowing:
A. Tenure: The Stakeholders Rthe Board until otherwise Relationship Committee as a
B. Meetings: The Stakeholder
maximum interval of four mbasis regarding the status ofThe quorum shall be minimudirector.
C. Scope and Terms of Refer
in respect of:
i. To ensure effective and materialization, splitting and
ii. To ensure effective and effsecurities holders of the Com
iii. To monitoring the transfconsolidation of shares and o
iv. To issue of duplicate / split /v. To do all such acts, things o
powers; vi. To attend to any other respon
Nomination and Remuneration Com
Our Company has formed the Noapplicable provisions of the CompaniRules, 2014 (as amended) and also toRequirements) Regulations, 2015 appLimited vide Resolution dated Decemthe following:
Name of the Director
Aslam Saeed
Javed Iqbal
Raj Krishna Agrawal
The Company Secretary of our CoCommittee. The scope and function o A. Tenure: The Nomination and Rethe Board until otherwise resolved by B. Meetings: The committee shall mThe quorum for the meeting shall be is higher. The Chairperson of the nommeeting, to answer the shareholdersanswer the queries.
130
Status in Committee Nature of Direc
Chairman Non-Executive-Independent D
Member Whole Time Director
Member Whole Time Director
r Company shall act as a Secretary to the Stakeholders RelStakeholders Relationship Committee and its terms of refere
lders Relationship Committee shall continue to be in functirwise resolved by the Board, to carry out the functions ee as approved by the Board.
holders Relationship Committee shall meet at least foufour months between two meetings and shall report to the atus of redressal of complaints received from the sharehold
inimum two (2) members, out of which at least one (1) sh
Reference: Redressal of shareholders’ and investors’ comp
and efficient system for transfer, transmission, dng and consolidation of shares and other securities; nd efficient system for time attendance and resolution to e Company and resolve all the grievances of securities holdtransfers, transmissions, dematerialization, re-materializs and other securities issued by the Company; split / consolidated share and other securities certificates; ings or deeds as may be necessary or incidental to the exe
responsibility as may be entrusted by the Board within the t
n Committee
e Nomination and Remuneration Committee as per Sempanies Act, 2013 read with the Companies (Meetings of B
also to comply with Regulation 19 of SEBI (Listing Oblig15 applicable upon listing of Company’s equity shares on S December 31, 2017. The Nomination and Remuneration C
Status in
Committee Nature of Dire
Chairman Non-Executive-Independent
Member Non-Executive-Independent
Member Non-Executive-Independent
ur Company shall act as a Secretary to the Nominatiotion of the Committee and its terms of reference shall includ
Remuneration Committee shall continue to be in functived by the Board.
hall meet as and when the need arises for review of Manaall be one third of the total strength of the committee or twohe nomination and remuneration committee may be presentolders' queries; however, it shall be up to the chairperson
Directorship
dent Director
rs Relationship Committee. f reference shall include the
function as a committee of ctions of the Stakeholders
st four times a year with to the Board on a quarterly reholders of the Company.
(1) shall be an independent
’ complaints, including and
n, dematerialization, re-
on to the grievances of all s holders of the Company; terialization, splitting and
he exercise of all the above
n the terms of reference
er Section 178 and other gs of Board and its Powers) Obligations and Disclosure s on SME Platform of BSE ation Committee comprises
f Directorship
endent Director
endent Director
endent Director
ination and Remuneration include the following:
function as a committee of
Managerial Remuneration. or two members, whichever resent at the annual general person to decide who shall
AKI India Limited
C. Scope and Terms of Reference:
i. To ensure formal and transp
succession plans; ii. To identified and lay down
accordance with the criteria iii. To formulate the criteria a
independence of a director directors, KMPs and other em
iv. To recommend to the BoarDeputy Managing / Whole ti
v. To implement, supervise andvi. To formulate and implemen
Board and other KMP; vii. To attend to any other respon
Corporate Social Responsibility Co
The Corporate Social Responsibilitycompany in the last financial year is l
POLICY ON DISCLOSURES AN
TRADING:
The provisions of the Regulation 9(1will be applicable to our Company imLimited. We shall comply with the reas amended on listing of Equity Shatheir meeting held on December 31, the proposed public issue. Divya Gupta, Company Secretary andpolicies, procedures, monitoring andand the implementation of the Code o
POLICY FOR DETERMINATIO
TRANSACTIONS AND ON DEAL
The provisions of the SEBI (ListingCompany immediately upon the listinshall comply with the requirements oon listing of Equity Shares on the SMon December 09, 2017 have approvedof materiality of related party transacby our Company are as stated below:
Policies:
i. Archival Policy ii. Code of Conduct uniii. Familiarization Proiv. Policy for identificav. policy for determinvi. Policy for preservatvii. Policy on successioviii. Policy for evaluatioix. Code of Practices
Information x. Code for Independexi. Policy on related par
131
ence:
transparent procedures for the selection and appointment
down the criteria and procedures for appointment of senioiteria laid down, recommend to the Board their appointmentteria and policies for determining the qualifications, porector and recommend to the Board a policy relating to ther employees; Board, the appointment and remuneration for Managinghole time / Executive Directors and other KMP from time toise and administer any share or stock option scheme of the Clement the policies for evaluation of the performance of
responsibility as may be entrusted by the Board within the t
ity Committee
sibility Committee is not applicable to our company sinar is less than 5 Cr.
S AND INTERNAL PROCEDURE FOR PREVENT
on 9(1) of SEBI (Prohibition of Insider Trading) Regulationany immediately upon the listing of Equity Shares on the S the requirements of the SEBI (Prohibition of Insider Tradinty Shares on the SME Platform of BSE Limited. Further, Ber 31, 2017, have approved and adopted the policy on insid
ary and Compliance Officer of our Company will be respong and adherence to the rules for the preservation of price ode of Conduct under the overall supervision of the Board.
ATION OF MATERIALITY & MATERIALITY OF
DEALING WITH RELATED PARTY TRANSACTION
isting Obligation and Disclosures) Regulations, 2015 wille listing of Equity Shares of our Company on SME Platforments of the SEBI (Prohibition of Insider Trading) Regulatiothe SME Platform of BSE Limited. The Board of Directorsproved and adopted the policy for determination of materialransactions and on dealing with related party transactions. Aelow:
uct under SEBI (Prohibition of Insider Trading) Regulationn Programme for Independent Directors ntification of material litigation, group companies and mateermination of materiality of events and information and therservation of records and documents cession plan for the Board and Senior Management aluation of performance of Board actices & Procedures for Fair Disclosure of Unpublis
pendent Directors ted party and transaction with related parties
tment of new directors and
senior management and in ntment and removal; ns, positive attributes and ng to the remuneration for
naging / Joint Managing / time to time; f the Company; ce of the Members of the
n the terms of reference.
ny since the profit of the
VENTION OF INSIDER
ulations, 2015, as amended, the SME Platform of BSE Trading) Regulations, 2015 rther, Board of Directors at n insider trading in view of
responsible for setting forth price sensitive information
oard.
OF RELATED PARTY
TIONS:
5 will be applicable to our atform of BSE Limited. We gulations, 2015 as amended ectors at their meeting held ateriality and determination ions. Also, adopted policies
lations, 2015
material dues to creditors d there disclosures
published Price Sensitive
AKI India Limited
xii. Policy on Preventioxiii. Vigil Mechanism/Wxiv. Nomination and Rexv. Policy on appointm
Management Organizational Struc
Profiles of our Key Managerial Per
The details of the Key Managerial PKey Managerial Personnel are permthere are no other benefits accruing to Osama Anwar Iraqi, aged 26 yearsWhole Time Director of the Company5 years in overseas marketing operatday-to-day operations. Samina Asad Iraqi, aged 40 years, Director of the Company. She obtainewith financial operations in the compand actively looking a junior higcommunity, inspiring them to providworks. Currently she is involved in da Divya Gupta, aged 26 years, is the associate member of the Institute of Csince December 09, 2017. She is re2013, SEBI act 1992, along with othe
Prabodh Sharma, aged 53 years, iswith our Company since inception. Hthe accounts and finance in our Comand has therefore, not received any coin Banking, Finance, Foreign Exchan
Osama Anwar
Iraqi
Whole Time
Director
Samina Asad Iraq
Whole Time Direc
Divya Gupta
Company Secretary and
Compliance Officer
132
vention of Sexual Harassment at Workplace; ism/Whistle Blower Policy nd Remuneration policy ointment and remuneration of Directors, Senior Managemen
Structure
al Personnel
rial Personnel as on the date of this Draft Prospectus are s permanent employees of our Company. Except for certa
uing to the Key Managerial Personnel of our company.
years, is one of the Directors of the Company since Augumpany. He obtained a degree of Bachelor of Commerce. Heoperations of the Company. He also supervises the produc
years, is Director of the Company since 2002. Currently shobtained a degree of Bachelor of Arts and is educationist. M company, having a rich experience in this field. She is enr high school for Muslim girls and actively involved provide education to girls. She has an experience of 5 yed in day to day administration of the company.
is the Company Secretary and Compliance Officer of our te of Company Secretaries of India. She has been associate is responsible for assuring compliance with the provisioh other statutory act, rules and regulations formed thereunde
ars, is Chief Financial Officer (CFO) of our Company. Hetion. He holds a degree of M.Sc from Kanpur University. Hr Company. He was appointed as Chief Financial Officer onany compensation for the financial year ended 2017. He hasxchange Management and International Business.
BOARD OF DIRECTORS
Prabodh Sharma
Chief Financial Offer
Aslam Saeed
Independent
Director
d Iraqi
Director
Javed Iqbal
Independent
Director
gement and KMPs;
s are set out below. All the r certain statutory benefits,
August 1, 2010. He is the ce. He has an experience of roduction function and the
ntly she is the Whole Time nist. Mrs. Iraqi is associated is engaged in social cause lved working for Muslim f 5 years in administrative
our Company. She is the sociated with our Company ovisions of Companies act reunder.
y. He has been associated sity. He is looking after all icer on December 09, 2017 He has 27 years’ experience
Rajkrishna
Agarwal
Independent
Director
AKI India Limited
Status of Key Management Personn
All our key managerial personnel armanagerial personnel is until the attai
Shareholding of Key Management
Sl. No. Name of the Share
1. Osama Anwar Iraqi
2. Samina Asad Iraqi
Total
Bonus or profit sharing plan of the
Our Company does not have a perfoPersonnel. However, our Company pKey Managerial Personnel’s of our C
Interests of Key Management Perso
Other than as disclosed in “Our Man
of our Company do not have any ibenefits to which they are entitled to by them during the ordinary course of
Payment of Benefits to Officers of o
Except as disclosed in this Draft Proour Company has not paid any sumemployees including amounts toward Except statutory benefits upon terminCompany is entitled to any benefisuperannuation. Contributions are mastate insurance. Except as stated under section titled none of the beneficiaries of loans andour Promoters.
Relationship amongst the Key Man
There is no family relationship among
Relationship between the Directors
There are no family relationships betfollowing:
Sr. No. Name of Director
1 Samina Asad Iraqi
2. Osama Anwar Iraqi
3. Samina Asad Iraqi
4. Osama Anwar Iraqi
Arrangement and Understanding w
None of the above Key Managerial with major shareholders/customers/su
133
ersonnel in our Company
nel are permanent employees of our Company. The terme attainment of 60 years of age.
ment Personnel in our Company
Shareholder No. of Equity
Shares
Percentage
3,79,520
8,10,747
11,90,267
of the Key Managerial Personnel
a performance linked bonus or a profit sharing plans for tany pays incentive to all its employees based on their perfo
our Company.
Personnel
Management” - Interest of Directors on page 122, the key any interest in our Company other than to the extent ofled to as per their terms of appointment and reimbursementurse of business.
rs of our Company (non-salary related)
ft Prospectus and any statutory payments made by our Coy sum, any non-salary related amount or benefit to any ofowards super-annuation, ex-gratia/rewards.
termination of employment in our Company or superannuatbenefit upon termination of such officer’s employment are made by our Company towards provident fund, gratuit
titled “Financial Information” beginning on page 144 of tns and advances or sundry debtors are related to our Comp
Managerial Personnel of our Company
amongst the Key Managerial Personnel of our Company.
ectors and Key Managerial Personnel
ps between the Directors and Key Managerial Personnel of
ector Name of KMP
Asad Kamal Iraqi Husb
Asad Kamal Iraqi Neph
Anwar Kamal Iraqi Broth
Anwar Kamal Iraqi Fathe
ding with Major Shareholders/Customers/ Suppliers
gerial Personnel have been selected pursuant to any arrangers/suppliers.
term of office of our key
ntage of Pre-Issue Capital
(%)
7.59
10.83
18.42
s for the Key Management r performance including the
e key managerial personnel ent of the remuneration or ement of expenses incurred
ur Company to its officers, any of its officers or to its
annuation, no officer of our ment in our Company or
gratuity fund and employee
of this Draft Prospectus, Company, our Directors or
nel of our Company except
Relationship
Husband
Nephew
Brother in Law
Father
arrangement/understanding
AKI India Limited
Details of Service Contracts of the K
Except for the terms set forth in the apother contractual arrangements with termination of employment.
Employee Stock Option or Employ
Our Company has not granted any opof this Draft Prospectus.
Loans availed by Directors / Key M
None of the Directors or Key Manageas on the date of this Draft Prospectus
Changes in our Company’s Key Ma
The changes in the Key Managerial P
Sr.
No.
Name of the Key
Managerial Personnel
1 Asad Kamal Iraqi
2 Osama Anwar Iraqi
3 Divya Gupta
4 Prabodh Sharma
For details about our employees appeDraft Prospectus.
134
f the Key Managerial Personnel
the appointment letters, the Key Managerial Personnel hav with our Company for provision of benefits or payments
ployee Stock Purchase
any options or allotted any Equity Shares under the ESOP S
ey Managerial Personnel of our Company
anagerial Personnels have availed loan from our Companypectus.
ey Managerial Personnel during the last three (3) years
erial Personnel of our Company in the last three (3) years ar
Designation
Date of
Appointment/
Resignation
Managing Director December 09, 2017
Managing Director December 09, 2017
Company Secretary and Compliance Officer
December 09, 2017
Chief Financial Officer December 09, 2017
s appear please refer Chapter Titled “Our Business” beginn
el have not entered into any ments of any amount upon
SOP Scheme as on the date
pany which is outstanding
years
ars are as follows:
Nature
Resignation
Appointment
Appointment
Appointment
eginning on page 90 of this
AKI India Limited
As on the date of this Draft Prospectu(the “Subsidiary”).
Details of our Subsidiary
AKI UK Ltd
Corporate Information
AKI UK Ltd was incorporated on Seregistered office at 17, Westport Cour AKI UK is involved in the business oODUs of SACs and commercial air c
Capital Structure
Particulars
Alloted, called up and fully paid: ordi
Shareholding Pattern
The shareholding pattern of AKI UK
Sl.
No
Name of the shareh
1 AKI India Limited
Other Confirmations
1. Our Subsidiary has not mad
shares for £ 1 each in the cur2. Our Subsidiary is not listed o
Interest of our Subsidiary in our Co
• Our Subsidiary does not hold
• Our Subsidiary does not havCompany except as stated consolidated basis on pages
• None of the Directors, their securities of our Subsidiary d
Financial Performance
Brief financial details of AKI (UK) Las follows:
Particular
Equity Capital
Reserve & Surplus (excluding revreserve)
Sales / Turnover
Profit(Loss) after tax
Net Assets Value Per Share
EPS
135
OUR SUBSIDIARY
spectus, our Company has one wholly owned subsidiary w
on September 08, 2005 under the Companies Act, 1985 at Mt Court, Norwood Garden, Hayes, Middlesex UB 4 9LX.
ness of manufacturing various kinds of fractional horse powl air conditioners.
No. of equity shares o
d: ordinary Shares 1,25,000
I UK Ltd is as follows:
shareholder No. of equity shares of £
1 each
1,25,000 100.
t made any public or rights issue in the last three years excurrent financial year.
listed on any stock exchange in India or abroad.
our Company
ot hold any Equity Shares in the Company.
ot have any business interest in the Company or have any stated in “Our Business” and “Related Party Transacti
pages 90, F-23 and F-55, respectively.
, their relatives, and the members of the Promoter Group hadiary during the six months preceding the date of the Draft P
UK) Ltd, extracted from its audited accounts for the past thr
Fiscal 2018 Fiscal 2017
125000 12500
g revaluation (65012) (7751
412370 7960
7524 260
0.48 0.3
0.06 0.0
iary which is AKI UK Ltd.
85 at Middlesex and has its
se power motors for WACs,
ares of £ 1 each
Percentage of
shareholding (%)
100.00
ars except to us i.e. 10,000
e any transactions with the sactions” standalone and
oup have sold or purchased raft Prospectus.
ast three financial years are
(Amount in GBP)
Fiscal 2016
125000 125000
(77512) (80112)
79608 160848
2600 320
0.38 0.36
0.02 0.003
AKI India Limited
There exist no significant observation
Material Transactions
There are no sales or purchase betwein value in the aggregate 10% of the t
Common Pursuits
Our Subsidiary is engaged in activitprocedure and practices as permitted when they arise.
136
vations of the auditors in relation to the aforementioned fina
between our Company and our Subsidiary where such salesf the total sales or purchases of our Company.
activities similar to that of our Company and our Compaitted by laws and regulatory guidelines to address any con
ed financial statements.
h sales or purchases exceed
ompany ensures necessary y conflict situations as and
AKI India Limited
OUR P
Our Promoters
Our Promoters are (i) Asad Kamal IraPromoters hold 56,95,170 Equity ShEquity Share capital of our Company
Details of Individual Promoter of o
We confirm that the PAN, Bank acco
the Stock Exchanges at the time of fili
We confirm that the PAN, Bank acco
the Stock Exchanges at the time of fili
137
UR PROMOTERS AND PROMOTER GROUP
mal Iraqi and (ii) Anwar Kamal Iraqi. As on the date of this uity Shares which in aggregate, constitutes 75.97% of the
pany.
r of our Company
Mr. Asad Kamal Iraqi, aged 52 years, isCompany. He obtained a degree of BacheloKanpur University. He currently headfinancial aspects of the Company. He hasthe field of financial and international marleather goods. He is also holding the post oLeather Exports since last 8 years. Besidesday operations of our company, he cofinance and implementation functions of ou Address: 9/6(11), Asharfabad Jajmau, KaPradesh, India. Permanent Account Number: AAAPI991Passport No.: Z3260364 Aadhar No.: 832261310479 Driving license No.: UP78 19870004637Voter’s identification card No.: N.A For further details in relation to other venIraqi, please refer to section titled “Gro
Company” beginning on page 141 of this D
account Number and Passport number of the Promoter ha
filing of this Draft Prospectus.
Mr. Anwar Kamal Iraqi, aged 52 years, ithe Company. He had passed Class VIII. Hof around 35 years in the Leather industrycare of production aspects of family buinterest in working with poor people. Hemanufacturing operations of our Companyinclude the management of design and dand support to the all manufacturing functof the Company. Further, he is actively invultra-modern Tannery unit at Unnao. Address: 9/16(11), Asharfabad Jajmau, KIndia- 208010. Permanent Account Number: AAHPI486Passport No.: AAHPI4861N Aadhar No.: 2946 6339 0159 Driving license No.: UP 7819900026463Voter’s identification card No.: TLO3234 For further details in relation to other venKamal Iraqi, please refer to section titledour Company” beginning on page 141 of th
account Number and Passport number of the Promoter ha
f filing of this Draft Prospectus.
f this Draft Prospectus, our of the issued and paid-up
ars, is the Promoter of the achelor of Commerce from heads the marketing & e has a rich experience in
al marketing of leather and post of COA in Council for esides taking care of day to he controls the planning, s of our company.
u, Kanpur - 208010, Uttar
PI9913Q
4637
er ventures of Asad Kamal Group Entities of our
this Draft Prospectus.
er have been submitted to
ears, is Production Head of VIII. He has an experience ustry and apart from taking ily business, having keen le. He is looking after all mpany. His responsibilities and development function function at different units ly involved in setting up of
au, Kanpur, Uttar Pradesh,
PI486N
6463 O3234101
er ventures of Mr. Anwar
n titled “Group Entities of
of this Draft Prospectus.
er have been submitted to
AKI India Limited
Interests of our Promoters
Our Promoters are interested in our their shareholding and the shareholdiother distributions in respect of theDirectors and Key Management Persthem; (iv) that they have provided psubscribers to the Memorandum of Ain our Company; and (vi) that our Coin which our Promoters hold shares. see “Capital Structure”, “Our Man
respectively.
Interest of Promoters in the Promo
Our Promoters are interested in our CPursuits of our Promoter” and to the any, by our Company.
Interest of Promoters in the Proper
Except as mentioned hereunder, our Company in a period of two years bedate of filing the Draft Prospectus. transactions in the acquisition of land
Sl. No. Name of Promoter
1 Asad Kamal Iraqi
Interest of Promoters in our Compa
Other than as a promoter, our Promoany, by our Company. Our Promoter Our Promoters Asad Kamal Iraqi anand Saleha Khatoon has guaranteed Company availed from J&K Bank. promoter and our promoter has given
Common Pursuits
Our Company is engaged in the manKanpur. Our Company has not adoCompany believes that all such transathe related party transactions, to the eAA - Related Party Transactions” orespectively of this Draft Prospectus.
Payment of Amounts or Benefits to
Except as stated in “Financial State
benefit has been paid by our Companyears preceding the date of this Draft
138
n our Company to the extent (i) that they have promoted eholding of their relatives in our Company and the dividenof the Equity Shares held by them or their relatives; (iiit Personnel of our Company and the remuneration payableided personal guarantees for the loans availed by our Co
m of Association; (v) of their relatives having been appointour Company has undertaken transactions with them, or thehares. For details regarding the shareholding of our Promo
Management” and “Related Party Transactions” on pag
romotion of our Company
our Company as mentioned above in this chapter, under thto the extent of their shareholding in our Company and the
roperty of our Company
r, our Promoters do not have any other interest in any propars before filing of this Draft Prospectus or proposed to bectus. Further, we confirm that our Promoters do not havf land, construction of any building or supply of any machin
moter Address of Property Interest and na
9/6 (11), Asharfabad Jajmau Kanpur-208010,
Uttar Pradesh, India
The registered officeAsad Kamal Iraqi consent and no objec
the premises.
ompany other than as Promoters
Promoter is interested in our Company to the extent of themoter may also be interested to the extent of Equity Shares h
aqi and Samina Asad Iraqi along with their promoter groupnteed working capital facilities (cash credit and bank guarank. The registered office of our company and factory i
given NOC for the same.
e manufacturing, import, export of Leather made ups. Thet adopted any measures for mitigating such conflict situa
transactions have been conducted on the arms-length basis.o the extent of which our Company is involved, please see th
” of standalone and consolidated basis beginning on pectus.
fits to our Promoters or Promoter Group during the last
Statements as Restated” on page 144 of this Draft Prospompany to our Promoters or the members of our Promoter Draft Prospectus.
oted our Company; (ii) of ividend payable, if any and s; (iii) of being Executive ayable by our Company to ur Company; (v) of being ppointed to places of profit or their relatives or entities romoters in our Company,
on pages 54, 122 and 142,
nder the heading “Common nd the dividend declared, if
y property acquired by our to be acquired by us as on t have any interest in any achinery.
nd nature of interest
office has been owned by Iraqi and he has given objection certificate to use
of the dividend declared, if hares held by them.
r group Anwar Kamal Iraqi guarantee) availed by our tory is in the name of our
s. The company is based in t situations. However, our
basis. For further details on see the “Annexure 28 and
g on page F-23 and F-55
e last two years
t Prospectus, no amount or moter Group in the last two
AKI India Limited
Other Confirmations
Our Company hereby confirms that:
• None of our Promoters haveauthority and there are no vpending against them.
• None of our Promoters, Procorporate forming part of omarkets under any order or dof the securities issued by su
Payment or benefits to the Promote
No payment or benefit has been madetransaction. For further details, please
Litigation details pertaining to our
For details on litigations and disputesrefer to section titled “Outstanding
Draft Prospectus.
Declarations
No winding up proceedings have been Neither our Promoters nor any of opreceding the date of this Draft Prosp Our Corporate Promoter, the membCompanies Act) have confirmed thatgovernmental authority.
Companies with which the Promote
None of our Promoters have disassolast three years preceding the date of
Asad kamal Iraqi:
1. Subhlabh Sales Private Limite2. Model Leather Industries Priva
Anwar Kamal Iraqi
1. Subhlabh Sales Private Limite2. Model Leather Industries Priva
Individual Promoter Group of our
In addition to our Promoters named Group in terms of Regulation 2(1) (zb
Name of our Individual
Promoter
Asad Kamal Iraqi Late
139
that:
s have been declared as a willful defaulter by the RBI or ane no violations of securities laws committed by the Promot
s, Promoter Group or Directors or persons in control of ourt of our Promoter Group have been (i) prohibited from er or direction passed by SEBI or any other authority or (ii) by such entity by any stock exchange, in India or abroad.
omoters in the last two (2) years
made to the Promoters except remuneration and as disclose please refer to section Financial Statements of this Draft Pro
o our Promoters
sputes pending against the Promoters and defaults made by ing Litigations and Material Developments” beginning
e been initiated against any of our Promoters.
y of our Promoter Group companies have become defun Prospectus.
members of our Promoter Group and relatives of our Pd that they have not been identified as wilful defaulters by
omoters has disassociated in the last three years
isassociated themselves from any of the companies, firms ate of this Draft Prospectus except as follows:
imited s Private Limited
imited s Private Limited
f our Promoters
amed in above section, the following natural persons are p(1) (zb) of SEBI (ICDR) Regulations:
Name of the Relatives R
Late Abdul Hannan Fa
I or any other governmental romoters in the past or are
of our Company or bodies from accessing the capital or (ii) refused listing of any
isclosed in the related party aft Prospectus.
de by our Promoters please inning on page 153 of this
defunct in the five years
our Promoters (as per the ers by the RBI or any other
firms or entities during the
s are part of our Promoters
Relationship with the
Relative
Father
AKI India Limited
Name of our Individual
Promoter
Late
Anw
Kan
Tub
Mo
Sam
Naj
Rab
Am
Sab
Name of our Individual
Promoter
Anwar Iraqi Late
Late
Anw
Kani
Ujai
Osam
Sale
Moh
Nazm
Naus
Afre
Promoter Group Entities of our Pro
The following entities form a part o(ICDR) Regulations: 1. AKI International (Proprietary f
140
Name of the Relatives R
Late Badrunnisa M
Anwar Kamal Iraqi, Late Ashraf Kamal Iraqi Br
Kaniz Fatima, Nikhar Anwar Sis
Tuba Fatima, Naba Fatima Da
Mohd. Ajwad, Mohd. Asjad So
Samina Asad Iraqi Sp
Najib Ahmad Sp
Rabia Najib Ahmad Sp
Amir Najib Ahmad, Atif Najib Sp
Sabiha Haq Sp
Name of the Relatives Re
Late Abdul Hannan Fath
Late Badrunnisa Mot
Anwar Kamal Iraqi, Late Ashraf Kamal Iraqi Bro
Kaniz Fatima, Nikhar Anwar Sist
Ujaifa Fatima, Jikra Fatima Dau
Osama Anwar, Uzair anwar and Zohair Anwar Son
Saleha Khatoon Spo
Mohd. Rafi Spo
Nazma Khatoon Spo
Naushad Alam Spo
Afreen Fatima Spo
ur Promoters
part of our Promoter Group entities in terms of Regulatio
etary firm of Asad Kumar Iraqi)
Relationship with the
Relative
Mother
Brother
Sister
Daughter
Son
Spouse
Spouse's Father
Spouse's Mother
Spouse's Brother
Spouse's Sister
Relationship with the
Relative
Father
Mother
Brother
Sister
Daughter
Son
Spouse
Spouse's Father
Spouse's Mother
Spouse's Brother
Spouse's Sister
gulation 2(1) (zb) of SEBI
AKI India Limited
GR
As per the requirements of SEBI (ICentities', our Company has considererelated parties of the Company , undby our Board. Pursuant to a resolutioIssue documents for the Issue, a com(i) companies in which the investmconsolidated net worth of our Compainto one or more transactions with suof the total consolidated revenue of owhich the Board may decide.
141
GROUP ENTITIES OF OUR COMPANY
BI (ICDR) Regulations, for the purpose of identification sidered those companies as Group Companies, which are i , under the Accounting Standard 18 or other Companies asolution of our Board dated December 31, 2017, for the pur a company shall be considered material and disclosed as avestment in the form of equity or loan by our Company ompany for the last audited financial year; (ii) where the C
ith such company in the last audited financial year, cumulae of our Company for the last audited financial year; and (ii
ation of 'group companies/ h are included in the list of nies as considered material
the purpose of disclosure in d as a ‘Group Company’ if pany exceeds 10% of the
e the Company has entered umulatively exceeding 10% and (iii) any other company
AKI India Limited
R
For details on related party transactioAnnexure 28 and AA - Related Party
23 and F-55 of this Draft Prospectus.
142
RELATED PARTY TRANSACTIONS
sactions of our Company, please refer to section titled “Fin
Party Transactions” of Standalone and consolidated basis ectus.
Financial Information -
basis beginning on page F-
AKI India Limited
The declaration and payment of dividby our shareholders at their discretionAct. The dividends, if any, will depenrequirements and overall financial poimpacted by a number of other factothat we may enter into from time to from time to time, pay interim dividen Our Company has not declared any March 31, 2013; 2014; 2015; 2016 &Financial Statements, the details of w
Particulars
Face value per share (in Rs)
Dividend (in Rs.)
Dividend per share (in Rs.)
Rate of dividend (%)
Dividend Tax (Rs.)
143
DIVIDEND POLICY
f dividends, if any, will be recommended by our Board of Dcretion, subject to the provision of the Articles of Associatiol depend on a number of factors, including but not limited tocial position of our Company. In addition, our ability to pr factors, including, restrictive covenants under the loan or me to time. Our Company has no formal dividend policy. dividends.
d any dividend on the Equity Shares in each of the Finan2016 & 2017 and for the period ended September 30, 2017s of which are as given below:
Financial Years
March 31,
2014
March 31,
2015
March 31,
2016
Marc
20
10/- 10/- 10/- 10/-
NIL NIL NIL NIL
NIL NIL NIL NIL
NIL NIL NIL NIL
NIL NIL NIL NIL
d of Directors and approved ociation and the Companies ited to the earnings, capital y to pay dividends may be an or financing documents
olicy. Our Board may also,
Financial Years ended on , 2017 as per our Restated
March 31,
2017
March 31,
2018
10/-
NIL
NIL
NIL
NIL
AKI India Limited
SECT
FINA
Sl. No.
1 Standalone Finan
2 Consolidated Fin
144
SECTION VI : FINANCIAL INFORMATION
FINANCIAL STATEMENTS AS RESTATED
Particulars
e Financial Statement F
ted Financial Statements F
Page no.
F-1 to F-32
F-33 to F-58
Independent Auditor’s Report for the Restated Financial Statements of
AKI INDIA LIMITED
To,
The Board of Directors
AKI INDIA LIMITED
9/6 (11), Asharfabad Jajmau
Kanpur-208010, Uttar Pardesh
India
Dear Sirs,
1. We have examined the attached Restated Standalone Statement of Assets and Liabilities of AKI India Limited
(herein after referred as “the Company”) as at 31st March 2018, 31st March 2017, 31st March 2016, 31st March
2015, 31st March 2014 and the related Restated Standalone Statement of Profit & Loss and Restated Standalone
Statement of Cash Flow for the Period ended 31st March 2018, 31st March 2017, 31st March 2016, 31st March
2015 and 31st March 2014 annexed to this report for the purpose of inclusion in the offer document prepared by
the Company (collectively the ”Restated Summary Statements” or “Restated Financial Statements”). These
Restated Summary Statements have been prepared by the Company and approved by the Board of Directors of the
Company in connection with the Initial Public Offering (IPO) in SME Platform of BSE Limited (BSE SME).
2. These Restated Summary Statements have been prepared in accordance with the requirements of:
(i) Part I of Chapter III to the Companies Act, 2013 (“Act”) read with Companies (Prospectus and Allotment of
Securities) Rules 2014;
(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations 2009 (“ICDR Regulations”) issued by the Securities and Exchange Board of India(“SEBI”) in
pursuance to Section 11 of the Securities and Exchange Board of India Act, 1992 and related amendments /
clarifications from time to time;
(iii) The terms of reference to our engagements with the Company letter dated December 09,2017 requesting us to
carry out the assignment, in connection with the Draft Prospectus/ Prospectus being issued by the Company
for its proposed Initial Public Offering of equity shares in SME Platform of BSE Limited (BSE SME)(“IPO”
or “SME IPO”); and
(iv) The Guidance Note on Reports in Company Prospectus (Revised 2016) issued by the Institute of Chartered
Accountants of India (“Guidance Note 2016”).
3. The Restated Summary Statements of the Company have been extracted by the management from the Audited
Financial Statements of the Company for the financial year ended 31st March 2018, 31st March 2017 and 31st
March, 2016, 31st March 2015, 31st March 2014 which has been approved by the Board of Directors.
4. In accordance with the requirements of Part I of Chapter III of Act including rules made therein, ICDR
Regulations, Guidance Note and Engagement Letter, we report that:
(i) The “Statement of Assets and Liabilities as Restated” as set out in Annexure 1 to this report, of the
Company as at 31st March 2018, 31st March 2017 , 31st March 2016, 31st March, 2015 and 2014 are
prepared by the Company and approved by the Board of Directors. These Statement of Assets and Liabilities,
as restated have been arrived at after making such adjustments and regroupings to the individual financial
statements of the Company, as in our opinion were appropriate and more fully Described in Significant
Accounting Policies and Notes to Accounts as set out in Annexure 4 to this Report.
(ii) The “Statement of Profit and Loss as Restated” as set out in Annexure 2 to this report, of the Company
for the period ended 31st March 2018, 31st March 2017, 31st March, 2016, 31st March, 2015 and 31st March
2014 are prepared by the Company and approved by the Board of Directors. These Statement of Profit and
F1
Loss, as restated have been arrived at after making such adjustments and regroupings to the individual
financial statements of the Company, as in our opinion were appropriate and more fully described in
Significant Accounting Policies and Notes to Accounts as set out in Annexure 4 to this Report.
(iii) The “Statement of Cash Flow as Restated” as set out in Annexure 3 to this report, of the Company for the
period ended 31st March 2018, 31st March 2017, 31st March, 2016, 31st March 2015 and 31st March 2014
are prepared by the Company and approved by the Board of Directors. These Statement of Cash Flow, as
restated have been arrived at after making such adjustments and regroupings to the individual financial
statements of the Company, as in our opinion were appropriate and more fully described in Significant
Accounting Policies and Notes to Accounts as set out in Annexure 4 to this Report.
Based on the above and also as per the reliance placed by us on the Restated Financial Statements of the
company and Auditors Report thereon which have been prepared by Statutory Auditor of the Company for
the period ended 31st March 2018, 31st March 2017, 31st March, 2016, 31st March 2015 and 31st March
2014 we are of the opinion that “Restated Financial Statements” or “Restated Summary Statements”
have been made after incorporating:
a) Adjustments for the changes in accounting policies retrospectively in respective financial period/years to
reflect the same accounting treatment as per the changed accounting policy for all reporting periods, if any.
b) Adjustments for prior period and regrouping of material amounts in the respective financial years/period to
which they relate.
c) There are no extra-ordinary items that need to be disclosed separately in the accounts and qualifications
requiring adjustments except as disclosed in the notes to accounts.
d) There were no qualifications in the Audit Reports issued by the Statutory Auditors for the financial
period/ year ended on 31st March 2018, 31st March 2017, 31st March, 2016, 31st March, 2015 and 31st
March 2014 which would require adjustments in this Restated Financial Statements of the Company
except the following adjustments/ disclosures as mentioned follow:
• As per Accounting Standard- 17 (Segment Reporting) issued by the Institute of Chartered
Accountants of India (ICAI), Company where applicable is required to report Segment-wise
Revenue, Expenses, Results, Assets, Liabilities and Accounting Policies and notes thereon, if
any. The company has four segments/ divisions in operations i.e. Chemical, Footwear,
Saddlery and Tannery but has not disclosed segment reporting in the financial statement
hence not complied with AS-17 issued by ICAI.
• As per Accounting Standard- 15 (Employee Benefits) issued by the Institute of Chartered
Accountants of India, Company is required to assess its gratuity liability each year on the
basis of actuarial valuation and make provision for gratuity liability. However, company has
not provided for gratuity liability in the financial statement and has not taken any actuarial
valuation report. Hence we are unable to comment on its impact on the profitability of the
company.
e) These Profits and Losses have been arrived at after charging all expenses including depreciation and after
making such adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in
accordance with the Significant Accounting Polices and Notes to Accounts as set out in Annexure 4 to this report.
5. Audit for the period / financial year ended 31st March 2018, 31st March 2017, 31st March, 2016, 31st March,
2015 and 31st march 2014 was conducted by M/S Jaiswal Misra & Company (Chartered Accountants)and
accordingly reliance has been placed on the financial information examined by them for the said years. The
financial report included for these years is based solely on the report submitted by them and no routine audit has
been carried out by us.
Further financial statements for the financial period/year ended on 31st March 2018 and 31st March 2017 have
been re-audited by us as per the relevant guidelines.
F2
6. We have also examined the following other financial information relating to the Company prepared by the
Management and as approved by the Board of Directors of the Company and annexed to this report relating to the
Company for the financial period/year ended on 31st March 2018, 31st March 2017, 31st March, 2016, 31stMarch,
2015, 31st March 2014 proposed to be included in the Draft Prospectus/ Prospectus (“Offer Document”).
Annexure of Restated Financial Statements of the Company:-
1. Significant Accounting Policies and Notes to Accounts as restated in Annexure 4;
2. Standalone Reconciliation of Restated Profit as appearing in Annexure 5 to this report.
3. Standalone Details of Share Capital as Restated as appearing in Annexure 6 to this report;
4. Standalone Details of Reserves and Surplus as Restated as appearing in Annexure 7 to this report;
5. Standalone Details of Long Term Borrowings as Restated as appearing in Annexure 8 to this report
6. Standalone Details of Short Term Borrowings as Restated as appearing in Annexure 9 to this report;
7. Standalone Details of Trade Payables as Restated as appearing in Annexure 10 to this report;
8. Standalone Details of Other Current Liabilities as Restated as appearing in Annexure 11 to this report;
9. Standalone Details of Short Term Provisions as Restated as appearing in Annexure 12 to this report;
10. Standalone Details of Tangible Assets as Restated as appearing in Annexure 13 to this report;
11. Standalone Details of Long Term Loans & Advances as Restated as appearing in Annexure 14 to this report;
12. Standalone Details of Other-non Current Assets as appearing in Annexure 15 to this report;
13. Standalone Details of Inventories as Restated as appearing in Annexure 16 to this report;
14. Standalone Details of Trade Receivables as Restated enclosed as Annexure 17 to this report;
15. Standalone Details of Cash and Cash Equivalents as Restated enclosed as Annexure 18 to this report;
16. Standalone Details of Short Term Loans & Advances as Restated as appearing in Annexure 19 to this report;
17. Standalone Details of Revenue from operations as Restated as appearing in Annexure 20 to this report;
18. Standalone Details of Particulars of Sale of Product as Restated as appearing in Annexure-21 to this report.
19. Standalone Details of Other Income as Restated as appearing in Annexure 22 to this report;
20. Standalone Details of Cost of Material Consumed as Restated as appearing in Annexure 23 to this report;
21. Standalone Details of Changes in Inventories Stock in Trade as Restated as appearing in Annexure 24 to this
report;
22. Standalone Details of Employee Benefit Expenses as Restated as appearing in Annexure 25 to this report;
23. Standalone Details of Depreciation and Amortisation as Restated as appearing in Annexure 26 to this report;
24. Standalone Details of Finance Cost as Restated as appearing in Annexure 27 to this report;
25. Standalone Details of Other expenses as Restated as appearing in Annexure 28 to this report;
26. Standalone Details of Related Parties Transactions as Restated as appearing in Annexure 29 to this report;
27. Standalone Details of Summary of Accounting Ratios as Restated as appearing in Annexure 30 to this report
28. Standalone Capitalization Statement as Restated as at 31st March, 2018 as appearing in Annexure 31 to this
report;
29. Standalone Statement of Tax Shelters as Restated as appearing in Annexure 32 to this report.
7. We, Gupta Agarwal & Associates, Chartered Accountants have been subjected to the peer review process of the
Institute of Chartered Accountants of India (“ICAI”) and hold a valid peer review certificate issued by the “Peer
Review Board” of the ICAI.
8. The preparation and presentation of the Financial Statements referred to above are based on the Audited financial
statements of the Company and are in accordance with the provisions of the Act and ICDR Regulations except as
mentioned above in point no.5(d). The Financial Statements and information referred to above is the responsibility
of the management of the Company.
9. The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports
issued by any other Firm of Chartered Accountants nor should this report be construed as a new opinion on any of
the financial statements referred to therein.
10. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
11. In our opinion, except for the matter contained in para 5(d), the above financial information contained in Annexure
1 to 31 of this report read with the respective Significant Accounting Polices and Notes to Accounts as set out in
Annexure 4 are prepared after making adjustments and regrouping as considered appropriate and have been
prepared in accordance with the Act, ICDR Regulations, Engagement Letter and Guidance Note.
F3
12. Our report is intended solely for use of the management and for inclusion in the Offer Document in connection
with the SME IPO. Our report should not be used, referred to or adjusted for any other purpose except with our
consent in writing.
For Gupta Agarwal & Associates
Chartered Accountants
FRN :329001E
J.S.Gupta
Date: September 2, 2018 (Partner)
Place: Kolkata Membership No. : 059535
F4
AKI INDIA LTD
CIN: U19201UP1994PLC016467
STATEMENT OF STANDALONE ASSETS AND LIABILITIES AS RESTATED
(Rupees in Lacs)
S. N. PARTICULARS NOTE
NO.
31ST
MAR
2018
31ST
MAR
2017
31ST
MAR
2016
31ST
MAR
2015
31ST
MAR
2014
I 1 EQUITY AND LIABILITIES
SHAREHOLDERS FUNDS
(a) SHARE CAPITAL 1 749.70 499.80 150.00 150.00 150.00
(b) RESERVES AND SURPLUS 2 14.76 162.60 147.60 133.45 199.64
TOTAL(1) 764.46 662.40 297.60 283.45 349.64
2 SHARE APPLICATION MONEY
PENDING ALLOTMENT 3 - - - - -
3 NON-CURRENT LIABILITIES
(1) LONG TERM BORROWINGS 4 549.80 697.78 910.45 784.71 794.70
TOTAL(3) 549.80 697.78 910.45 784.71 794.70
4 CURRENT LIABILITIES
(a) SHORT TERM BORROWINGS 5 1,098.00 1,231.63 1,250.57 1,274.35 871.66
(a) TRADE PAYABLES 6 972.92 1,187.57 1,303.99 1,230.82 517.41
(b) OTHER CURRENT LIABILITIES 7 140.47 191.29 139.24 87.54 32.61
(c) SHORT TERM PROVISIONS 8 49.99 22.08 8.39 4.83 14.77
TOTAL(4) 2,261.38 2,632.58 2,702.19 2,597.53 1,436.45
TOTAL(1+2+3+4) 3,575.64 3,992.77 3,910.23 3,665.69 2,580.79
II ASSETS
1 NON-CURRENT ASSETS
(i) FIXED ASSETS 9 764.48 933.53 988.13 934.34 897.47
- PROPERTY, PLANT & EQUIPMENT
(ii) INTANGIBLE ASSETS
(iii) CAPITAL WORK-IN-PROGRESS 10 200.10 200.10 186.67 111.46 39.68
(iv) INTANGIBLE ASSETS UNDER
DEV.
(b) NON-CURRENT INVESTMENTS 11 103.61 95.31 95.31 95.31 95.31
(b) DEFERRED TAX ASSETS (NET) 12 29.24 24.07 16.99 11.27 3.24
(c) LONG-TERM LOANS AND
ADVANCES 13 5.43 5.43 5.43 5.43 5.43
(d) OTHER NON-CURRENT ASSETS 14 0.01 0.01 0.00 0.00 0.00
TOTAL(1) 1,102.87 1,258.45 1,292.53 1,157.80 1,041.12
2 CURRENT ASSETS
(a) CURRENT INVESTMENTS - - - - -
(b) INVENTORIES 15 1,099.79 1,207.68 1,061.70 918.34 752.24
(c)TRADE RECEIVABLES 16 1,020.81 1,171.21 1,254.66 1,184.22 557.68
(d) CASH AND CASH EQUIVALENTS 17 45.53 98.64 126.39 165.41 85.30
(e) SHORT-TERM LOANS AND
ADVANCES 18 131.15 107.80 41.69 38.74 59.48
(f) OTHER CURRENT ASSETS 19 175.49 148.99 133.26 201.17 84.98
TOTAL(2) 2,472.77 2,734.32 2,617.70 2,507.88 1,539.66
TOTAL(1+2) 3,575.64 3,992.77 3,910.23 3,665.68 2,580.79
SIGNIFICANT ACCOUNTING POLICIES &
NOTES ON ACCOUNTS
29
F5
AKI INDIA LTD
CIN: U19201UP1994PLC016467
STATEMENT OF STANDALONE PROFIT AND LOSS AS RESTATED
S. N. PARTICULARS NOTE
NO.
31ST
MAR
2018
31ST
MAR
2017
31ST
MAR
2016
31ST
MAR
2015
31ST
MAR
2014
REVENUE FROM OPERATIONS
I REVENUE FROM OPERATIONS 20 4,252.52 4,034.28 3,866.36 3,004.31 1,454.67
II OTHER INCOME 21 283.74 235.58 201.11 175.72 86.38
III TOTAL REVENUE(I+II) 4,536.26 4,269.87 4,067.47 3,180.03 1,541.05
IV EXPENSES:
a COST OF MATERIALS CONSUMED 22 3,066.00 2,718.33 2,706.52 2,209.45 627.43
PURCHASE OF STOCK-IN-TRADE 598.50 685.20 524.44 426.26 493.86
b CHANGES IN INVENTORIES OF
FINISHED GOODS 23 (306.99) (123.19) (22.91) (143.90) (51.50)
c EMPLOYEE BENEFITS EXPENSES 24 167.02 159.14 140.69 134.16 70.52
d DEPRECIATION AND
AMORTIZATION EXPENSE 25 115.58 139.37 139.17 137.54 26.88
FINANCE COSTS 26 133.50 170.46 158.49 159.18 55.76
e OTHER EXPENSES 27 611.70 496.28 412.53 328.82 294.10
TOTAL EXPENSES 4,385.32 4,245.58 4,058.94 3,251.51 1,517.05
V PROFIT BEFORE EXCEPTIONAL
AND EXTRAORDINARY ITEMS
AND TAX (III-IV)
150.95 24.28 8.53 (71.48) 24.00
VI EXCEPTIONAL ITEMS
VII PROFIT BEFORE EXTRAORDINA -
RY ITEMS AND TAX (V-VI)
150.95 24.28 8.53 (71.48) 24.00
VIII EXTRAORDINARY ITEMS
IX PROFIT BEFORE TAX (VII-VIII) 150.95 24.28 8.53 (71.48) 24.00
X TAX EXPENSE
CURRENT TAX 44.62 14.62 1.63 - 8.29
EARLIER YEARS TAX 9.29 - - - 3.63
DEFERRED TAX (5.18) (7.08) (5.72) (8.03) (0.88)
MAT CREDIT ENTITLEMENT
ACCOUNT
- 1.63 (1.63) - -
XI PROFIT(LOSS) FOR THE PERIOD
FROM CONTINUING OPERATIO -
NS (VII-VIII)
102.22 15.11 14.26 (63.45) 12.95
XII PROFIT(LOSS) FROM
DISCONTINUING OPERATIONS
XIII TAX EXPENSE OF DISCONTINUING
OPERATIONS
XIV PROFIT(LOSS) FROM
DISCONTINUING OPERATIONS
(AFTER TAX) (XII-XIII)
XV INCOME TAX FOR EARLIER YEARS
XVI PROFIT (LOSS) FOR THE PERIOD
(XI+XIV)
102.22 15.11 14.26 (63.45) 12.95
XVII EARNING PER EQUITY SHARE
a BASIC 28 1.36 0.76 0.95 (4.23) 1.49
b DILUTED 1.36 0.76 0.95 (4.23) 1.49
F6
AKI INDIA LTD
CIN: U19201UP1994PLC016467
STATEMENT OF STANDALONE CASH FLOW AS RESTATED
S.
N.
PARTICULARS NOTE
NO.
31ST
MAR
2018
31ST
MAR
2017
31ST
MAR
2016
31ST
MAR
2015
31ST
MAR
2014
A Cash Flow from Operating Activities :
Net Profit/(Loss) before tax 150.95 24.28 8.53 (71.48) 24.00
Adjustments for:
Finance Cost - - - - -
Depreciation 115.58 139.37 139.17 137.54 26.88
Interest Expenses 133.50 170.46 158.49 159.18 55.76
Interest Income (5.08) (4.44) (6.64) (1.39) (1.10)
Preliminary Expenses - - - - -
Profit on sale of Land - - - - -
(Profit)/Loss on sale of Car 2.20 (0.66)
Operating Profit before working capital
changes
397.15 329.67 299.55 223.19 105.54
Increase / (Decrease) in Trade Payables (214.65) (116.42) 73.18 713.40 153.26
Increase / (Decrease) in Other Current
Liabilities
(50.82) 52.05 51.70 54.93 (14.91)
Increase / (Decrease) in Short Term Provisions (2.09) 0.70 1.93 (1.65) 2.06
(Increase) / Decrease in Inventories 107.89 (145.98) (143.36) (166.10) (508.68)
(Increase) / Decrease in Trade Receivable 150.40 83.45 (70.44) (626.54) (28.69)
(Increase) / Decrease in Other Current Assets (11.12) (3.36) 86.91 (109.48) (38.27)
(Increase) / Decrease in Short Term Loans &
Advances
(22.92) (66.10) (2.95) 20.73 (25.21)
Operating Profit after working capital
changes
353.85 134.00 296.52 108.48 (354.91)
Less: Income Tax paid 39.94 14.00 19.00 15.00 13.10
Adjustment of MAT Credit entitlement account (1.63) 1.63
Net Cash from/ (used in) Operating Activities ( A ) 313.91 118.37 279.15 93.48 (368.01)
B Cash Flow from Investing Activities :
Purchase of Fixed Assets (74.48) (98.30) (268.28) (249.17) (443.63)
Sale of Fixed Assets 0.27 - - 0.24 -
Purchase of Current Investments (8.30) - - - -
Grant Received towards addition of fixed assets 125.53
(Increase) / Decrease in Long Term Loans &
Advances - - - - -
Interest Income 5.08 4.44 6.64 1.39 1.10
Profit on sale of Asset - - - 0.66 -
Net Cash from/ (used in) Investing Activities ( B ) 48.10 (93.87) (261.64) (246.87) (442.54)
C Cash Flow from Financing Activities :
Increase / (Decrease) in Long Term Borrowings (147.99) (212.66) 125.74 (9.99) 360.87
Increase / (Decrease) in Short Term Borrowings (133.63) (18.94) (23.78) 402.68 492.82
Proceeds from Issue of shares - 349.80 - - 63.50
Adjustment of ROC Fees for increasing
Authorised Capital - - - - -
Finance Cost paid (133.50) (170.46) (158.49) (159.18) (55.76)
Net Cash from/ (used in) Financing Activities ( C ) (415.12) (52.26) (56.53) 233.51 861.43
Net Increase/ (Decrease) in Cash & Cash
Equivalents
(A+B+
C)
(53.11) (27.75) (39.02) 80.12 50.89
Cash & Cash Equivalents as at the beginning
of the year
98.64 126.39 165.41 85.30 34.41
Cash & Cash Equivalents as at the end of the
year
45.53 98.64 126.39 165.41 85.30
F7
AKI INDIA LTD
CIN: U19201UP1994PLC016467
NOTES TO AND FORMING PART OF RESTATED STANDALONE BALANCE SHEET
S.N PARTICULARS
NO.
SHARE CAPITAL:
A AUTHORISED:
EQUITY SHARE CAPITAL 1,100.00 500.00 500.00 500.00 150.00
NO. OF EQUITY SHARES OF RS.10/- EACH 110 50 50 50 15
B ISSUED, SUBSCRIBED& PAID UP 1
SHARES AT THE BEGINNING OF THE ACCOUNTING PERIOD
EQUITY SHARES OF Rs.10/-EACH 499.80 150.00 150.00 150.00 86.50
ADDITIONS DURING THE YEAR 249.90 349.80 - - 63.50
SHARES AT THE END OF THE ACCOUNTING PERIOD
EQUITY SHARES OF Rs.10/-EACH 749.70 499.80 150.00 150.00 150.00
C
Nos Amount Nos Amount Nos Amount Nos Amount Nos Amount
Shares outstanding at the beginning of the year 49,98,000 499.80 15,00,000 150.00 15,00,000 150.00 15,00,000 150.00 8,65,000 86.50
Bonus Shares issued during the year 24,99,000 249.90
Shares issued during the year - - 34,98,000 349.80 - - - - 6,35,000 63.50
Shares outstanding at the end of the year 74,97,000 749.70 49,98,000 499.80 15,00,000 150.00 15,00,000 150.00 15,00,000 150.00
D TERMS/ RIGHTS ATTACHED TO EQUITY SHARES
E Details of shareholders holding more than 5% shares of the Company
NAME OF THE SHAREHOLDER
( EQUITY SHARES OF RS 10/ EACH FULLY PAID UP ) Nos % Nos % Nos % Nos % Nos %
ASAD KUMAR IRAQUI 42,98,520 57.34% 28,65,781 57.34% 5,06,850 33.79% 5,06,850 33.79% 5,06,850 33.79%
OSAMA ANWAR 5,69,130 7.59% 3,79,520 7.59% 2,65,770 17.72% 2,65,770 17.72% 2,65,770 17.72%
ANWAR KAMAL IRAQUI 13,96,650 18.63% 9,31,099 18.63% 1,52,030 10.14% 1,52,030 10.14% 1,52,030 10.14%
SAMINA ASAD 8,10,747 10.81% 5,40,498 10.81% 3,78,500 25.23% 3,78,500 25.23% 3,78,500 25.23%
SALEHA KHATOON 4,21,653 5.62% 2,81,102 5.62% 1,96,850 13.12% 1,96,850 13.12% 1,96,850 13.12%
- - 0.00% - 0.00% - 0.00%
F SHARES ISSUED FOR CONSIDERATION IN CASH
The company has issued 3498000 equity shares of Rs. 10/- per share during the f.y. 2016-17.
The company has issued bonus shares 2499000 equity shares of Rs. 10/- per share during the f.y. 2017-18.
G SHARES ISSUED FOR CONSIDERATION OTHER THAN CASH
NOT APPLICABLE
As per the records of the Company , including its Register of Members and other declarations received from the shareholders regarding beneficial interest , the above shareholders represents legal ownership of shares .
The Company has only one class of equity share having par value of Rs 10/- per share . Each holder of Equity share is entitled to one vote per share.
In the event of liquidation of the company , the holder of equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts . The Distribution will be in proportion to the number of equity
share held by the shareholders
31ST MARCH 2018 31ST MARCH , 2017 31ST MARCH , 2016 31ST MARCH , 2015 31ST MARCH, 2014
Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period
31ST MARCH 2018 31ST MARCH 2017 31ST MARCH 2016 31ST MARCH 2015 31ST MARCH 2014
RS. RS. RS. RS. RS.
AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT
(Rupees in Lacs)
31ST MARCH 2018 31ST MARCH 2017 31ST MARCH 2016 31ST MARCH 2015 31ST MARCH 2014
F8
RESERVE & SURPLUS: 2
A SECURITIES PREMIUM ACCOUNT
AT THE BEGINNING OF THE ACCOUNTING PERIOD - - - - -
ADDITIONS DURING THE YEAR - - - - -
AT THE END OF THE ACCOUNTING PERIOD A - - - - -
B SURPLUS
AT THE BEGINNING OF THE ACCOUNTING PERIOD 162.60 147.60 133.45 199.64 186.69
ADDITIONS DURING THE YEAR 102.22 15.11 14.26 (63.45) 12.95
ADDITIONS OF CAPITAL GAIN(NET OFF TAXES) OF THE PREVIOUS YEAR -
DEDUCTIONS DURING THE YEAR (249.90) - - - -
ADJUSTMENTS OF ASSETS (0.16) (0.11) (0.11) (2.74) -
(BALANCE IN STATEMENT OF PROFIT & LOSS A/C)
AT THE END OF THE ACCOUNTING PERIOD B 14.76 162.60 147.60 133.45 199.64
GRAND TOTAL A+B 14.76 162.60 147.60 133.45 199.64
SHARE APPLIACTION MONEY PENDING ALLOTMENT 3 - - - - -
- - - - -
LONG-TERM BORROWINGS: 4
1 SECURED LOAN
KOTAK MAHINDRA BANK LTD 15.80 24.66 75.70 68.33 1.98
TATA CAPITAL FINANCE LIMITED - 14.87 26.31 13.61 -
BAJAJ FINANCE LTD - - - - -
HDFC BANK LTD - 14.75 - - -
THE J& K BANK LTD (T/L) - 86.74 202.60 146.08 177.56
2 UNSECURED LOAN - - - - -
LOANS AND ADVANCES FROM DIRECTORS - - 71.67 - -
LOANS AND ADVANCES FROM FREINDS & RELATIVES 534.00 556.77 534.17 556.69 615.16
(SHUBH LABH SALES PVT. LTD.) - -
TOTAL 549.80 697.78 910.45 784.71 794.70
FURTHERMORE, THE FOLLOWING INDIVIDUALS HAVE GIVEN A PERSONAL GUARANTEE FOR THE SAID LOANS :
Sri Asad Kamal Iraqi
Sri Anwar Kamal Iraqi
Sri Osama Anwar
Smt. Saleha Khatoon
Smt. Samina Asad Iraqi
THE TERM LOANS WITH THE J & K BANK, AS AFORESAID AT POINT NUMBERS 1 ARE SECURED EMG/FIRST CHARGE ON FACTORY LAND AND BUILDING & PLANT & MACHINERY. HYPOTHECATION/FIRST CHARGE ON P & M AND OTHER MOVEAB
LOANS THE FOLLOWING ASSETS SERVE AS COLLATERAL SECURITY :
EMG OF FREE HOLD PLOT OF LAND & BUILDING PREMISES NO. 9/6 (II) ASHRFABAD IN THE NAME OF MR. ANWAR KAMAL IRAQI, EMG OF FREE HOLD PLOT OF LAND & BUILDING PREMISES NO. 9/6 (II) ASHRFABAD IN THE NAME OF MR. ASAD KAMAL IRAQI, EMG OF PART PLOT NO. 2A (1) A,
FACTORY AREA JAJMUA, KANPUR IN THE NAME OF MR. ASAD KAMAL IRAQI, EMG OF PART PLOT NO. 2A (1) A, FACTORY AREA JAJMUA, KANPUR IN THE NAME OF MR. ANWAR KAMAL IRAQI, EMG OF FACTORY LAND AND BUILDING SITUATED AT CHAKRAMPUR, AKBARPUR, ANDAR BAGAL
F9
AS PER THE INFORMATION AND EXPLANATION MADE AVAILABLE TO US, THERE WERE NO CONTINUING DEFAULTS IN REPAYMENT OF LOANS AND THE INTERESTS THEREON.
THE UNSECURED DEPOSITS AS AFORESAID AT POINT NO. 2 HAVE BEEN TAKEN FROM THE DIRECTORS AND EQUITY SHAREHOLDERS OF THE COMPANY. THE COMPANY DOES HAVE AN UNCONDITIONAL RIGHT TO DEFER SETTLEMENT OF LIABIL
SHORT-TERM BORROWINGS: 5
THE J& K BANK (FBP) 189.00 268.13 254.68 697.99 95.72
THE J& K BANK (PCL) 909.00 918.00 265.50 576.36 734.83
THE J& K BANK (FBP) GBP - - - - -
THE J& K BANK (AGST. BUYER'S CREDIT) - - - - 30.81
THE J& K BANK (C.C) - - - - 9.79
THE J& K BANK (FBP) EURO - - 8.45 - -
THE J& K BANK (PCFC USD) - - 638.23 - -
THE J& K BANK (DUE TO OVER ISSUE OF CHEQUE) 45.50 83.71 - 0.52
- - - - -
TOTAL 1,098.00 1,231.63 1,250.57 1,274.35 871.66
-
TRADE PAYABLES 6 -
SUNDRY CREDITORS 904.81 1,123.01 1,303.99 1,230.82 517.41
ADVANCE FROM CUSTOMER 68.11 64.56 -
972.92 1,187.57 1,303.99 1,230.82 517.41
OTHER CURRENT LIABILITIES 7
1 CURRENT MATURITIES OF LONG TERM DEBT. - - -
KOTAK MAHINDRA BANK LTD. 8.86 15.26 - - 13.70
TATA CAPITAL FINANCIAL SERVICES LTD 14.87 11.44 8.69 11.39 -
BAJAJ FINANCE LTD 21.09 13.85 - -
HDFC BANK LTD. 14.75 19.43 - - -
J & K BANK 1.66 92.22 92.22 46.44 -
(REPAYMENT OF T/L DUE IN NEXT YEAR) - - - -
J & K BANK 80.55 - - - -
(DUE TO OVER ISSUE OF CHEQUES) - - - -
2 OTHER PAYABLES - - - - -
DIRECTORS' REMUNERATION PAYABLE 3.90 2.97 2.68 2.30 1.05
TELEPHONE EXPENSES PAYABLE 0.24 0.13 0.01 0.08 0.01
GODOWN RENT PAYABLE - - - 1.20 -
ELECTRICITY EXPENSES PAYABLE 3.44 5.68 0.20 3.94 -
AUDIT FEES PAYABLE 0.50 0.67 0.80 0.40 0.40
SALARY PAYABLE 9.00 18.58 17.24 16.96 16.17
MANUFACTURING EXPS. PAYABLE 2.71 2.75 3.54 4.82 -
BONUS PAYABLE - 1.09 - - 1.27
- -
TOTAL 140.47 191.29 139.24 87.54 32.61
F10
SHORT-TERM PROVISIONS 8 -
- -
AUDIT FEES PAYABLE - -
TDS PAYABLE 0.68 0.94 2.19 0.43 0.07
PROVISIONS FOR TAXATION 44.62 14.62 1.63 - 8.29
PROVISION FOR CAPITAL GAIN TAXES IN PREVIOUS YEAR 4.40 4.40 4.40 4.40 4.40
SERVICE TAX PAYABLE - 0.47 0.17 - 2.01
EPF PAYABLE 0.23 1.26 0 -
ESIC PAYABLE 0.06 0.39 0
GST PAYABLE -
TOTAL 49.99 22.08 8.39 4.83 14.77
TANGIBLE ASSETS 9
TANGIBLE ASSETS 764.48 933.53 988.13 934.34 897.47
764.48 933.53 988.13 934.34 897.47
CAPITAL WORK IN PROGRESS 10
BUILDING UNDER CONSTRUCTION 192.99 192.99 179.56 104.35 32.57
PLANT & MACHINERY 7.11 7.11 7.11 7.11 7.11
200.10 200.10 186.67 111.46 39.68
0 0
(b) NON CURRENT INVESTMENT: 11 0 0
INVESTMENT IN EQUITY INSTRUMENT 0 0
a. Investment in Quoted Shares - - - - -
b. Investment in Un-Quoted Shares 103.61 95.31 95.31 95.31 95.31
- -
103.61 95.31 95.31 95.31 95.31
DEFERRED TAX ASSETS (NET): 12 - -
DEFERRED TAX ASSET ON DEPRECIATION - -
OPENING BALANCE 24.07 16.99 11.27 3.24 2.36
ADD: CREATION OF ASSET 5.18 7.08 5.72 8.03 0.88
- -
TOTAL 29.24 24.07 16.99 11.27 3.24
LONG TERM LOANS AND ADVANCES: 13
1 CAPITAL ASSETS - -
A) SECURED, CONSIDERED GOOD - - - - -
B) UNSECURED, CONSIDERED GOOD - - - - -
C) DOUBTFUL - - - - -
2 UNSECURED CONSIDERED GOOD 5.43 5.43 5.43 5.43 5.43
3 LOANS & ADVANCES TO RELATED PARTIES - - - - -
4 OTHER LOANS & ADVANCES - -
KANPUR UNNAO LEATHER CLUSTER DEVELOP CO. LTD - - - - -
ADVANCES TO CUSTOMERS - - - - -
PREPAID EXPENSES - - - - -
- -
TOTAL 5.43 5.43 5.43 5.43 5.43
F11
OTHER NON-CURRENT ASSETS 14
SECURITY WITH TELEPHONE 0.01 0.01 0.00 0.00 0.00
TOTAL 0.01 0.01 0.00 0.00 0.00
CURRENT ASSETS
A CURRENT INVESTMENTS
NO. OF SHARES AMOUNT IN RS. NO. OF SHARES AMOUNT IN RS. NO. OF SHARES AMOUNT IN RS. NO. OF SHARES AMOUNT IN RS. NO. OF SHARES AMOUNT IN RS.
INVESTMENT - - - - - - - - - -
TOTAL - - - - - - - - - -
Aggregate value of Quoted Investment - - -
Aggregate value of Unquoted Investment - - -
INVENTORIES: 15 0 -
(AS TAKEN,VALUED & CERTIFIED BY THE MANAGEMENT) 0 -
1 FINISHED GOODS (AT COST) 248.87 186.16 70.51 11.50 1.34
2 WORK-IN-PROGRESS 380.31 146.80 182.80 195.19 68.88
3 RAW MATERIALS 391.68 806.56 783.77 663.32 641.12
4 TRADED GOODS 78.92 68.15 24.62 48.32 40.90
TOTAL 1,099.79 1,207.68 1,061.70 918.34 752.24
TRADE RECEIVABLES: 16
(UNSECURED CONSIDERED GOOD UNLESS
OTHERWISE STATED)
A TRADE RECEIVABLES OUTSTANDING FOR A PERIOD OF -
LESS THAN SIX MONTHS FROM THE DATE THEY ARE DUE FOR PAYMENT 895.43 980.69 1,254.66 1,047.11 465.00
B TRADE RECEIVABLES OUTSTANDING FOR A PERIOD OF -
MORE THAN SIX MONTHS FROM THE DATE THEY ARE DUE FOR PAYMENT 125.38 190.52 - 137.11 92.68
-
TOTAL 1,020.81 1,171.21 1,254.66 1,184.22 557.68
CASH & CASH EQUIVALENTS : 17 0 0 -
A BALANCE WITH BANKS 0 0 -
PUNJAB NATIONAL BANK 0.21 1.43 0.21 0.17 0.17
THE J & K BANK LTD - - 0.03 46.21 52.71
STATE BANK OF INDIA (MUMBAI) 0.77 0.42 1.48 0.44 0.44
PUNJAB NATIONAL BANK (NEW DELHI A/C NO. 404-576) 0.98 0.88 0.39 0.25 0.41
PUNJAB NATIONAL BANK (NEW DELHI) 0.06 0.06 0.06 0.06 0.06
UCO BANK 0.04 0.47 0.06 0.11 0.10
CANARA BANK 2.62 6.83 6.82 8.41 -
THE J & K BANK LTD. CD 3551 0.07
THE J & K BANK LTD. CD 3123 0.48
THE J & K BANK LTD (NEW) 0.10 0.10 - 17.99 -
THE J & K BANK LTD C C 61 - 0.34 6.38 - -
THE J & K BANK LTD EEFC - 8.25 9.21 - -
THE J & K BANK LTD (GURGAON) 0.18 0.18 0.18 - -
B.G. (FDR) 31.47 70.99 92.93 86.04 18.00
- - - - -
B CASH IN HAND 8.56 8.68 8.65 5.74 13.41
- - -
TOTAL 45.53 98.64 126.39 165.41 85.30
F12
SHORT TERM LOANS & ADVANCES: 18 0 -
UNSECURED CONSIDERED GOOD 0 -
1 OTHER ADVANCE 31.30 18.31 - 0.67 3.58
B ADVANCE TO SUPPLIERS 99.85 89.49 41.69 38.08 55.90
- - - - -
TOTAL 131.15 107.80 41.69 38.74 59.48
OTHER CURRENT ASSETS 19
1 INPUT VAT CREDIT 9.84 23.93 25.63 62.36 25.93
2 BALANCE WITH REVENUE AUTHORITIES 62.24 46.24 33.86 16.96 10.10
3 DUTY DRAW BACK RECEIVABLES 16.15 74.58 65.11 116.71 45.41
4 SALES TAX APPEAL (2002-03) - - 0.11 0.11 0.11
5 DEMAND OF VAT (2008-09) - - - 0.50 0.50
6 DEMAND OF VAT (2011-12) - - 0.50 0.50 0.50
DEMAND OF VAT (2015-16) - - 1.35 1.35 -
TDS RECEIVABLE 1.31 1.67 1.29 - -
TDS RECEIVABLE (A.Y 2016-17) - - 0.69 - -
GST RECEIVABLE 84.70 - - - -
SELF ASST. TAX PAID 0.63 - - -
VAT ON CAPITAL GOODS RECEIVABLE (09-10) - - - - 0.42
VAT ON CAPITAL GOODS RECEIVABLE (10-11) - - - - 0.17
VAT ON CAPITAL GOODS RECEIVABLE (11-12) - - - - 0.08
VAT ON CAPITAL GOODS RECEIVABLE (12-13) - - 0.80 0.80 0.80
VAT ON CAPITAL GOODS RECEIVABLE (13-14) - - 0.97 0.97 0.97
VAT ON CAPITAL GOODS RECEIVABLE (14-15) - 0.91 0.91 0.91 -
VAT ON CAPITAL GOODS RECEIVABLE (15-16) 0.41 0.41 0.41 - -
VAT ON CAPITAL GOODS RECEIVABLE (16-17) 0.63 0.63 - - -
VAT ON CAPITAL GOODS RECEIVABLE (17-18) 0.21
MAT CREDIT ENTITEMENT ACCOUNT - - 1.63
TOTAL 175.49 148.99 133.26 201.17 84.98
F13
AKI INDIA LTD
CIN: U19201UP1994PLC016467
NOTES TO AND FORMING PART OF STANDALONE STATEMENT OF PROFIT AND LOSS
PARTICULARS
20 REVENUE FROM OPERATIONS
SALE OF MAUFACTURED GOODS 3,716.87 3,473.27 3,219.06 2,456.11 835.31
SALE OF TRADED GOODS 498.85 506.84 639.43 505.67 589.91
- - - - -
SALE OF SERVICES (TRANSFER OF IMPORT LICENCES) 36.81 54.17 7.86 42.53 29.45
- -
TOTAL 4,252.52 4,034.28 3,866.36 3,004.31 1,454.67
21 OTHER INCOME
DUTY DRAW BACK 115.73 181.33 158.34 146.75 65.00
REBATE & DISC. RECEIVED 45.63 15.61 14.07 3.21 3.69
EXCHANGE RATE DIFF. 4.71 4.06 - 9.96 10.33
EXPORT PROMOTION BUREAU 3.06 0.48 1.02 - -
EXCISE DUTY 1.30 1.66 - - -
FREIGHT RECEIVED 7.31 27.83 - - -
INSURANCE CLAIM RECD. - - - - 1.55
M.D.A 0.00 - - 8.30 4.71
ROUND OFF 0.00 0.00 0.02 - 0.01
PROFIT FROM SALE OF LAND - - - - -
OTHER INCOME (FDR INTT.) 5.08 4.44 6.64 1.39 1.10
BALANCE WRITTEN OFF 89.70 - 21.02 2.42 -
OTHER INCOME 11.21 0.17 - 3.04 -
PROFIT ON SALE OF CAR - - 0.66 -
TOTAL 283.74 235.58 201.11 175.72 86.38
22
COST OF MATERIAL CONSUMED
A. RAW MATERIALS
OPENING STOCK 806.56 783.77 663.32 641.12 183.94
ADD: PURCHASES 2,651.13 2,741.12 2,826.97 2,231.65 1,084.62
3,457.69 3,524.89 3,490.30 2,872.78 1,268.55
LESS: CLOSING STOCK 391.68 806.56 783.77 663.32 641.12
(A) 3,066.00 2,718.33 2,706.52 2,209.45 627.43
B. STORES & SPARES
OPENING STOCK - - - - -
ADD: PURCHASES - - - - -
- - - - -
LESS: CLOSING STOCK - - - - -
(B) - - - - -
TOTAL 3,066.00 2,718.33 2,706.52 2,209.45 627.43
PURCHASE OF STOCK-IN-TRADE
1 PURCHASE OF TRADED GOODS (CHEMICAL) 598.50 685.20 524.44 426.26 493.86
-
598.50 685.20 524.44 426.26 493.86
NO. RS. RS. RS. RS. RS.
AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT
(Rupees in Lacs)
NOTE 31ST MARCH 2018 31ST MARCH 2017 31ST MARCH 2016 31ST MARCH 2015 31ST MARCH 2014
F14
23
CHANGES IN INVENTORIES
STOCK-IN-TRADE
(A). FINISHED GOODS
AT THE END OF THE ACCOUNTING PERIOD 248.87 186.16 70.51 11.50 1.34
AT THE BEGINNING OF THE ACCOUNTING PERIOD 186.16 70.51 11.50 1.34 10.84
(A) (62.71) (115.64) (59.01) (10.16) 9.50
(B). WORK IN PROGRESS -
AT THE END OF THE ACCOUNTING PERIOD 380.31 146.80 182.80 195.19 68.88
AT THE BEGINNING OF THE ACCOUNTING PERIOD 146.80 182.80 195.19 68.88 11.45
(233.51) 35.99 12.40 (126.32) (57.42)
(C). STOCK IN TRADE
AT THE END OF THE ACCOUNTING PERIOD 78.92 68.15 24.62 48.32 40.90
AT THE BEGINNING OF THE ACCOUNTING PERIOD 68.15 24.62 48.32 40.90 37.32
(10.77) (43.54) 23.71 (7.42) (3.58)
TOTAL (306.99) (123.19) (22.91) (143.90) (51.50)
24 EMPLOYMENT BENEFIT EXPENSE
SALARIES & WAGES 117.40 106.63 90.30 86.15 52.94
STAFF WELFARE EXPENSES 1.81 1.41 1.84 0.97 1.68
DIRECTORS REMUNERATION 40.32 45.00 45.00 45.00 12.60
EPF & ESIC EXPENSES 3.59 5.02 2.47 - -
BONUS 3.91 1.09 1.07 2.04 3.30
-
TOTAL 167.02 159.14 140.69 134.16 70.52
25 DEPRECIATION AND AMORTIZATION EXPENSE
DEPRECIATION 115.58 139.37 139.17 137.54 26.88
MISCELLANEOUS EXPENSES WRITTEN OFF - - - - -
TOTAL 115.58 139.37 139.17 137.54 26.88
0 FINANCIAL COST
1 INTEREST EXPENSES 83.11 112.20 156.29 159.18 36.96
OTHER BORROWING COST 50.39 58.25 2.20 - 18.80
TOTAL 133.50 170.46 158.49 159.18 55.76
F15
27 OTHER EXPENSES:
(A) DIRECT/PRODUCTION EXPENSES
1 POWER & FUEL 59.87 75.60 49.00 41.35 23.59
2 FREIGHT & CARRIAGE 79.35 74.12 31.97 33.10 32.40
FABRICATION CHARGES 103.35 22.64 22.12 24.43 37.96
JOB WORK PAID 24.27 4.34 7.68 10.27 10.60
MANUFACTURING EXPENSES - 49.28 37.08 46.40 48.89
CUSTOM DUTY - - - - 0.52
CONSUMABLE GOODS - - 11.52 - -
IMPORT EXPENSES 2.27 - - -
TOTAL (A) 269.10 225.98 159.37 155.56 153.96
(B) ADMINISTRATIVE, DISTRIBUTION & SELLING EXPENSES
ADVERTISEMENT & SALES PROMOTION EXPENSES - 0.18 0.22 0.15 0.22
AUDIT FEES 0.50 0.40 0.40 0.40 0.40
BOOKS, PAPERS & PERIODECALS 0.03 0.04 0.04 0.04
BUSINESS PROMOTION/EXPORT PROMOTION 1.38 0.34 1.38 2.29 1.75
CLEARING & FORWARDING EXPENSES 61.97 53.78 46.57 38.47 20.88
C.L.E. EXPENSES 1.64 4.43 9.42 2.80 9.26
C.L.R.I. EXPENSES - - 0.70 0.04 0.09
COMMISSION EXPENSES 92.94 59.16 80.47 16.24 -
CONVEYANCE 6.62 4.66 1.69 1.67 2.59
CONSULTANCY CHARGES - 0.47 - - -
CERTIFICATION CHARGES 0.04 0.28 1.00 0.61 0.64
COMPUTER MAINTANANCE 1.04 0.70 1.88 0.60 0.46
DONATION - 0.01 0.09 - 0.60
DAMERAGE CHARGES 1.68 1.73 - - -
DGFT EXPENSES - - - -
DRAWBACK CLEARING EXPENSES - - - -
ECGC & EPCG CHARGES 4.84 3.65 5.76 4.11 1.80
ELECTRICAL EXPENSES 0.92 3.24 3.09 9.23 0.80
EDUCATION GRANT EXPENSES - - - 0.36 -
EXCHANGE RATE DIFFERENCE - 16.24 - -
FOCUS LICENSE EXPENSES 2.40 1.13 - -
FREIGHT & CARRIAGE OUTWARD 14.68 10.20 5.15 9.38 11.55
GODOWN RENT - - 1.20 1.20 -
CUSTOM DUTY EXPENSES (MOT) 0.34 15.29 0.10 - -
GOVT. FEE 0.47 0.09 - 2.68 -
GST EXPENSES 31.49 - - - -
LICENCE CHARGES - - - 2.50 1.81
INTEREST ON TDS 0.01 0.14 0.03 - -
INTEREST ON INCOME TAX 0.83
ISO EXPENSES 7.67 - - - -
INSURANCE CHARGES 7.56 6.05 7.47 6.37 2.51
LEGAL & PROFESSIONAL CHARGES 2.71 1.44 0.70 4.69 37.53
LOADING & UNLOADING EXPENSES 2.70 3.16 2.31 6.53 0.59
LOSS ON SALE OF CAR 2.20 - - - -
MARRIAGE GRANT EXP. - - - 0.44 -
MEDICAL EXPENSES 0.45 2.05 0.22 -
MEMBERSHIP & SUBSCRIPTION 0.24 1.73 0.11 0.19 0.06
MISCELLANEOUS/ GENERAL EXPENSES 1.31 0.71 1.11 4.31 0.76
F16
OFFICE MAINTANANCE CHARGES 0.31 - 1.39 1.42 0.59
POLLUTION EXPENSES 1.98 1.57 6.87 4.73 3.91
PRINTING & STATIONERY 1.09 1.24 1.14 0.64 0.67
POSTAGE AND COURIER CHARGES 2.51 1.85 4.75 2.27 1.80
SHARE ISSUE EXPENSES - - - -
RATES & TAXES #NAME? 1.70
RENT - - 0 0 1.20
REPAIRS & MAINTANANCE - PLANT & MACHINERY 34.69 29.43 13.10 9.31 4.68
REPAIRS & MAINTANANCE - GENERATOR 0.74 0.93 1.18 2.79 0.87
REPAIRS & MAINTANANCE - BUILDING 4.90 0.73 1.06 0 -
REPAIRS & MAINTANANCE - OFFICE - 0.35 - 0 -
ROC FEES 5.44 0.15 0.33 0.26 -
ROUND OFF 0.00 0.01 0.00 0.05 0.00
SALES TAX EXPENSES - - 0.08 0.27 0.19
SAMPLE CHARGES 0.30 0.20 0.32 2.08 0.26
SERVICE TAX 2.98 3.44 2.13 4.96 3.76
SOCIAL RESPONSIBILITY 0.70 0.03 0.31 0.64 -
SUNDRY DEBTORS WRITTEN OFF 0.36 0.81 2.65 - -
TELEPHONE/ INTERNET/ TELEX EXPS 2.31 2.47 1.95 1.82 1.26
TRAVELLING & TRADE FAIR EXP 22.18 28.24 4.98 7.00 7.12
TRADE FAIR EXP. - - - 3.54 11.04
TRADE FAIR TOUR EXP. 8.27 8.32 10.27 5.26 -
REBATE & DISCOUNT 1.14 6.97 0.20 - 0.57
DIES & MOULDS 0.48 0.16 0.28 0.08 0.07
TESTING FEE 1.08 1.34 0.09 0.04 0.29
TRADE TAX EXPENSES - 0.04 - - -
HOUSE TAX & WATER TAX - 0.24 0.26 0.22
VEHICLE RUNNING & MAINTANANCE 3.65 7.30 9.53 10.29 7.26
PROFESSIONAL FEES - - - - -
BANK CHARGES - - - - -
DEMAT EXPENSES - - - - -
INSURANCE EXPENSES - - - - -
TRADE MARK REGISTRATION - - - - -
LOSS ON SALE OF SHARES - -
TOTAL (B) 342.60 270.30 253.16 173.26 140.13
TOTAL (A+B) 611.70 496.28 412.53 328.82 294.10
28 EARNINGS PER SHARE (EPS)
Net Profit After Taxation (in `) 102.22 15.11 14.26 (63.45) 12.95
No. of Equity Shares 74.97 15.00 15.00 15.00 15.00
Weighted average number of Equity Shares 74.97 19.81 - - 8.72
- - - - -
74.97 19.81 15.00 15.00 8.72
Nominal Value of Shares (in Rupees`) 10.00 10.00 10.00 10.00 10.00
Basic Earnings Per Share (in Rupees`) 1.36 0.76 0.95 (4.23) 1.49
Diluted Earnings Per Share (in Rupees`) 1.36 0.76 0.95 (4.23) 1.49
The calculation of Earning Per Share (EPS) has been made in accordance with Accounting Standard - 20. A statement on calculation of Basic and Diluted EPS is as under :
Add: Dilutive Potential Equity Shares
No. of Equity Shares for Dilutive EPS
F17
25
25.1
A
B
The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.
AKI INDIA LTD
NOTES TO AND FORMING PART OF RESTATED FINANCIAL STATEMENTS
CORPORATE INFORMATION
The Company was originally incorporated as AKI Leather Industries Private Limited on May 16, 1994 as a private limited company under the Companies Act, 1956 with the Registrar of
Companies, Kanpur Uttar Pradesh. Pursuant to a special resolution passed by the shareholders of the Company at the Extra Ordinary General Meeting held on March 18, 2006, the Company’s
name was changed to AKI India Private Limited vide fresh certificate of incorporation consequent on change of name dated April 03, 2006 issued by RoC, Uttar Pradesh & Uttaranchal.
Thereafter, the Company was converted from Private Limited to Public Company. A fresh certificate of incorporation consequent upon change of name was issued on May 29, 2017 by the
Registrar of Companies, Kanpur. The Corporate Identification Number of the Company is U19201UP1994PLC016467
SIGNIFICANT ACCOUNTING POLICIES & NOTES :
Basis Of Preparation of Financial Statements
The restated summary statement of assets and liabilities of the Company as at March 31, 2018, March 31, 2017, March 31, 2016, March 31, 2015 and March 31, 2014 and the related restated
summary statement of profits and loss and cash flows for the years ended March 31, 2018, March 31, 2017, March 31, 2016, March 31, 2015 and March 31, 2014 have been compiled by the
management from the audited financial statements of the Company for the period/years ended on March 31, 2018, March 31, 2017, March 31, 2016, March 31, 2015 and March 31, 2014
approved by the Board of Directors of the Company. Restated Summary Statements have been prepared to comply in all material respects with the provisions of Part I of Chapter III of the
Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 (the SEBI Guidelines) issued by SEBI and Guidance note on Reports in Companies Prospectus (Revised). Restated Summary Statements have been prepared specifically for
inclusion in the offer document to be filed by the Company with the BSE SME in connection with its proposed Initial public offering of equity shares. The Company's management has recast
the financial statements in the form required by Schedule III of the Companies Act, 2013 for the purpose of Restated Summary Statements.
CIN: U19201UP1994PLC016467
The financial statements have been prepared on an accrual basis except as otherwise stated.
All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013.
Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company ascertains its operating cycle for
the purpose of current/non-current classification of assets and liabilities.
Presentation and disclosure of financial statements
The company followed Schedule III notified under the Companies Act 2013, for preparation and presentation of its financial statements. The adoption of Schedule III does not impact
recognition and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statements.
The Schedule III allows line items, sub-line items and sub-totals to be presented as an addition or substitution on the face of the financial statements when such presentation is relevant to an
understanding of the company's financial position or performance or to cater to industry/sector-specific disclosure requirements.
F18
AKI INDIA LTD
NOTES TO AND FORMING PART OF RESTATED FINANCIAL STATEMENTS
CIN: U19201UP1994PLC016467
C
D
E Cash Flow Statement
F
G
Cash flow statement has been prepared as per requirements of Accounting Standard - 3. Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects
of transactions of non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash
flows. Cash flows from operating, investing and financing activities of the Company are segregated, accordingly.
Accounting for Taxes on Income
Current Tax :-
Provision for current tax is made after taken into consideration benefits admissible under the provisions of the Income Tax Act, 1961.
Deferred Taxes :-
Deferred Income Tax is provided using the liability method on all temporary difference at the balance sheet date between the tax basis of assets and liabilities and their carrying amount for
financial reporting purposes.
1. Deferred Tax Assets are recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available in the future against which this items can be
utilized.
2. Deferred Tax Assets and liabilities are measured at the tax rates that are expected to apply to the period when the assets is realized or the liability is settled, based on tax rates (and the tax)
that have been enacted or enacted subsequent to the balance sheet date.
Investments
Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as Current Investments.All other
investments are classified as Long Term Investments.
On initial recognition, all investments are measured at cost.The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties.
Both current investments and long term investments are carried in the financial statements at cost.
On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of profit and loss.
Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less.
Use Of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are
based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.
Cash and cash equivalents
F19
AKI INDIA LTD
NOTES TO AND FORMING PART OF RESTATED FINANCIAL STATEMENTS
CIN: U19201UP1994PLC016467
H
I
J
Depreciation
K Impairment of Assets
Liability for excise duty in respect of goods manufactured by the Company is accounted upon removal of goods from the factory.
Current Assets, Loans & Advances
In the opinion of the Board and to the best of its knowledge and belief the value on realisation of current assets in the ordinary course of business would not be less than the amount at which
they are stated in the Balance Sheet and repayable on demand.
Inventories
Finished and Semi-Finished products produced and purchased by the Company are carried at lower of cost and net realisable value after providing for obsolescence, if any.
Work-in-progress is carried at lower of cost and net realisable value.
Stock of raw materials, stores, spare parts and packing materials are valued at lower of cost less CENVAT Credit/ VAT availed or net realisable value.
Cost of inventories comprises all costs of purchase, cost of conversion and other costs incurred in bringing them to their respective present location and condition.
Property, Plant and Equipment
Tangible assets
Property, plant and equipment are stated at cost net of recoverable taxes, trade discounts and rebates and include amounts added on revaluation (if any), less accumulated depreciation and
impairment loss, if any. Cost comprises its purchase price, borrowing cost and any cost attributable to bringing the asset to its working condition for its intended use, net charges on foreign
exchange contracts and adjustments arising from exchange rate variations attributable to the assets.
An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss is charged to the Profit & Loss Account in the year in which an asset is
identified as impaired. The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.
Subsequent expenditures related to an item of property, plant and equipment are added to its book value if and only if, it is probable that future economic benefits associated with the item will
flow to the enterprise and the cost of the item can be measured reliably.
Capital work in‐progress represents expenditure incurred in respect of assets which are yet to be brought to it working condition for its intended use and are carried at cost. Cost includes related
acquisition expenses, construction or development cost, borrowing costs capitalised and other direct expenditure.
Depreciation has been provided as per Written Down Value (WDV) Method at the rates and manner, specified in Schedule XIV to the Companies Act, 1956 for the year ending on 31st March
2014 and it is provided as per the useful life prescribed under schedule II of the Companies Act, 2013 on single shift for the year/ period ending on 31st March, 2015, 31st March 2016, 31st
March 2017 and March 31, 2018 till the residual value of the asset is reduced equal to 5% of the original cost.
Pro Rata Basis to result in a more appropriate preparation or presentation of the financial statements. In respect of assets added/sold during the period/year, pro-rata depreciation has been
provided at the rates prescribed under Schedule II.
F20
AKI INDIA LTD
NOTES TO AND FORMING PART OF RESTATED FINANCIAL STATEMENTS
CIN: U19201UP1994PLC016467
L
M Accounting for effects of changes in foreign exchange rates
N Accounting for Government Grants
OAccounting for Investments
All transactions in foreign currency are recorded at the rates of exchange prevailing at the date of transaction. Any gain/ loss on account of the fluctuation in the rate of exchange is recognized
in the statement of Profit and Loss.
Monetary items in the form of Loans, Current Assets and Current Liabilities in foreign currencies outstanding at the close of the year are converted in Indian currency at the appropriate rates of
exchange prevailing on the date of Balance Sheet. Resultant gain or loss on account of the fluctuation in the rate of exchange is recognized in the statement of Profit and Loss.
In respect of Forward Exchange contracts entered into to hedge foreign currency risks, the difference between the forward rate and the exchange rate at the inception of the contract is
recognized as income or expense over the life of the contract. Further, the exchange differences arising on such contracts are recognized as income or assets/liabilities.
Capital subsidy receivable specific to fixed assets is treated as per accounting standard 12 and other revenue grants is recorded as revenue items.
Investments are classified in Long-term. Long term Investments are valued at cost.
Revenue Recognition
Sale of goods and Services are recognized at the point of dispatch of goods to customers, sales are exclusive of Sales tax, Vat and Freight Charges if any. The revenue and expenditure are
accounted on a going concern basis. Sale of Services are recognized at the point of provision of services.
Interest Income is Recognized on a time proportion basis taking into account the amount outstanding and the rate applicable i.e. on the basis of matching concept. Dividend from investments in
shares / units is recognized when the company receives it, if any.
Other items of Income are accounted as and when the right to receive arises.
F21
AKI INDIA LTD
NOTES TO AND FORMING PART OF RESTATED FINANCIAL STATEMENTS
CIN: U19201UP1994PLC016467
P Employees Retirement Benefit Plan
Q Borrowing Cost
R
S
T Contingencies and Events Occurring After the Balance Sheet Date
UNet Profit or loss for the period, prior period items and changes in accounting policies
Effects of, events occurred after Balance Sheet date and having material effect on financial statements are reflected where ever required.
Material items of prior period, non-recurring and extra ordinary items are shown separately, If any.
a. Provident Fund:-
Provident fund is a defined contribution scheme as the company pays fixed contribution at predetermined rates. The obligation of the company is limited to such fixed contribution. The
contributions are charged to Profit & Loss A/c.
b. Leave Encashment:-
The Management has decided to apply pay-as-you-go method for payment of leave encashment. So amount of leave encashment will be accounted in the Profit & Loss A/c in the financial year
in which the employee retires and provision will not be made on yearly basis.
c. Provision for Gratuity:-
As per Accounting Standard- 15 (Employee Benefits) issued by the Institute of Chartered Accountants of India, Company is required to assess its gratuity liability each year on the basis of
actuarial valuation and make provision for gratuity liability. However, company has not provided for gratuity liability in the financial statement and has not taken any actuarial valuation report.
So same have been not provided in financial statements.
Borrowing costs directly attributable to the acquisition of qualifying assets are capitalized till the same is ready for its intended use. A qualifying asset is one that necessarily takes substantial
period of time to get ready for intended use. All other borrowing cost is charged to revenue.
Provision, Contingent Liabilities and Contingent Assets
Earning Per Shares
The Company reports Basic and Diluted earnings per equity share in accordance with the Accounting Standard - 20 on Earning Per Share. In determining earning per share, the Company
considers the net profit after tax and includes the post tax effect of any extraordinary/exceptional items. The number of shares used in computing basic earning per share is the weighted avergae
number of equity shares outstanding during the period. The numbers of shares used in computing diluted earning per share comprises the weighted average number of equity shares that would
have been issued on the conversion of all potential equity shares. Dilutive potential equity shares have been deemed converted as of the beginning of the period, unless issued at a later date.
Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow
of resources.
Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets are neither recognised nor disclosed in the financial statements.
F22
AKI INDIA LTD
NOTES TO AND FORMING PART OF RESTATED FINANCIAL STATEMENTS
CIN: U19201UP1994PLC016467
V Changes in Accounting Policies in the period/ years covered in the restated financials
W. Foreign currency Transaction
. Initial Recognition
. Conversion
Exchange Differences
X Notes on accounts as restated
AUDITOR'S REPORT
SIGNED IN TERMS OF OUR SEPARATE
REPORT OF EVEN DATE.
FOR GUPTA AGARWAL & ASSOCIATES
- CHARTERED ACCOUNTANTS
MANAGING DIRECTOR DIRECTOR FRN: 329001E
-
(J.S.Gupta)
Partner
PLACE: KOLKATA Membership No.059535
DATED:
There are no changes in significant accounting policies for the period/ years covered in he restated financials except the change in depreciation method, which was previously followed under
WDV method of Income Tax Act only, now it has been changed to Companies Act.
The financial statements including financial information have been reworked, regrouped, and reclassified wherever considered appropriate to comply with the same. As result of these
regroupings and adjustments, the amount reported in financial statements/ information may not be necessarily same as those appearing in the respective audited financial statements for the
relevant period/years.
Credit and Debit balances of unsecured loans, sundry creditors, sundry Debtors, loans and Advances are subject to confirmation and therefore the effect of the same on profit could not be
ascertained.
The current maturities of the Secured Long Term Borrowings have been correctly reclassified Current maturities of Long Term Debt (which is shown in other Current Liabilities) and Long
Term Borrowings.
Trade payables can not be segregated with "Due to MSME" and "Due to other than MSME" as data regarding the not available with the company.
Foreign currency transactions are recorded in the reporting currency by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at
the date of the transaction.
Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the
exchange rate at the date of the transaction; non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange
rates that existed when the values were determined.
Exchange differences arising on the settlement of monetary items or on reporting company's monetary items at rates different from those at which they were initially recorded during the
year/period, or reported in previous financial statements, are recognised as income or as expenses in the year/period in which they arise except those arising from investments in non-integral
operations.
F23
AKI INDIA LTD
CIN: U19201UP1994PLC016467
NOTES TO AND FORMING PART OF RESTATED FINANCIAL STATEMENTS
X CONTINGENT LIABILITIES
The company had a Bank Guarantee from J&K Bank which is expired but till lien on FD not released.
Y FOREIGN CURRENCY EXPOSURE
1) Details of earnings in foreign exchange
For the year ended
31st March, 2018
For the year ended
31st March, 2017
For the year ended
31st March, 2016
For the period ended
31st March, 2015
For the period ended
31st March, 2014
Export of goods calculated on FOB Basis 26,25,99,000.00 27,77,61,000.00 25,54,90,000.00 21,26,44,000.00 -
- - -
Total 26,25,99,000.00 27,77,61,000.00 25,54,90,000.00 21,26,44,000.00 -
2) Details of expenditure in foreign exchange For the year ended
31st March, 2018
For the year ended
31st March, 2017
For the year ended
31st March, 2016
For the period ended
31st March, 2015
For the period ended
31st March, 2014
Import of goods calculated on CIF Basis
(i) Raw Material 33,32,184.32 20,94,913.00 3,47,971.00 24,05,042.00
(ii) Component and spare parts 16,14,193.00 3,94,410.00 6,61,850.00 7,98,376.00
(iii) Capital Goods 67,50,000.00 - - 1,25,79,791.00
Expenditure on account of:
Royalty
Know how
Professional & Consultancy fees
Interest 59,07,046.00 85,11,323.00 24,06,617.00
Other matters 92,00,399.00
Dividend Paid -
- - -
2,08,96,776.32 83,96,369.00 95,21,144.00 1,81,89,826.00 -
Z MANAGERIAL REMUNERATION
For the year ended
31st March, 2018
For the year ended
31st March, 2017
For the year ended
31st March, 2016
For the period ended
31st March, 2015
For the period ended
31st March, 2014
Director Remuneration - Asad Kamal Iraqi 4,12,000.00 12,00,000.00 12,00,000.00 12,00,000.00 3,00,000.00
Director Remuneration - Anwar Kamal Iraqi 12,00,000.00 6,00,000.00 6,00,000.00 6,00,000.00 2,40,000.00
Director Remuneration - Osama Anwar 9,00,000.00 9,00,000.00 9,00,000.00 9,00,000.00 2,40,000.00
Director Remuneration - Samina Asad Iraqi 9,00,000.00 9,00,000.00 9,00,000.00 9,00,000.00 2,40,000.00
Director Remuneration - Saleha Khatoon 6,19,000.00 9,00,000.00 9,00,000.00 9,00,000.00 2,40,000.00
Total 40,31,000.00 45,00,000.00 45,00,000.00 45,00,000.00 12,60,000.00
AA RELATED PARTY DISCLOSURES
(a) List of Related Parties
Name of related parties with whom transactions
have taken place during the year:
(i) Key Management Personnel
Asad kamal Iraqi
Anwar kamal Iraqi
Osama Anwar
Samina Asad Iraqi
Saleha Khatoon
(ii) Enterprise where control exists
AKI UK LTD - 100% Subsidy
(iii)
AKI International
(b) Transactions with Related Parties
Particulars
For the year ended
31st March, 2018
For the year ended
31st March, 2017
For the year ended
31st March, 2016
For the year ended
31st March, 2015
For the year ended
31st March, 2014
Reimbursement of ROC Filing Fees
Asad kamal Iraqi - - -
Anwar kamal Iraqi - - -
Osama Anwar - - -
Samina Asad Iraqi - - -
Saleha Khatoon - - -
- - -
Car Rent Paid
- - -
- - -
Telephone Expenses Paid
- - -
Detail of payments and provisions on account of remuneration to managerial personnel is as under:
Key Mgm. Personnel and Relative of Key Management Personnel
Enterprise in which Key Managerial
personnel and Relatives of Key
Management Personnel
F24
AKI INDIA LTD
CIN: U19201UP1994PLC016467
NOTES TO AND FORMING PART OF RESTATED FINANCIAL STATEMENTS
Preliminary Expenses Paid
- - -
Computer Expenses Payable
- - -
Loan Taken
Anwar Kamal Iraqi 3,00,000.00 55,50,000.00 13,50,000.00 5,95,000.00 -
Asad Kamal Iraqi 17,00,000.00 1,45,30,000.00 91,82,832.00 - -
Samina Asad Iraqi 31,000.00 5,50,000.00 3,00,000.00 3,00,000.00 46,42,092.00
Osama Anwar 1,70,000.00 9,00,000.00 - - -
Saleha Khatoon 3,10,000.00 16,50,000.00 - 1,25,000.00 11,90,000.00
Loan Repaid
Anwar Kamal Iraqi 3,00,000.00 62,00,000.00 12,87,900.00 12,100.00
Asad Kamal Iraqi 21,60,000.00 1,93,00,200.00 17,16,293.00 -
Samina Asad Iraqi 2,90,000.00 11,37,900.00 12,100.00 47,05,592.00
Osama Anwar 7,70,000.00 3,00,000.00 - 1,51,764.00
Saleha Khatoon 13,10,000.00 6,50,000.00 12,100.00 12,74,500.00
Loan Given
Anwar Kamal Iraqi 13,37,906.00
Asad Kamal Iraqi 10,52,412.00 12,40,312.00
Samina Asad Iraqi
Osama Anwar
Saleha Khatoon
Loan Recovered
Anwar Kamal Iraqi 13,37,906.00
Asad Kamal Iraqi 12,40,312.00
Samina Asad Iraqi
Osama Anwar
Saleha Khatoon
Investment Made
AKI UK LTD - - -
(125000 shares @ Rs. 73.45 Each) 1,00,11,247.00 91,81,247.00 91,81,247.00 91,81,247.00 91,81,247.00
(10000 shares @ Rs. 83 Each) - - -
- - -
BALANCES AT THE YEAR END - - -
- - -
Payable - - -
Anwar Kamal Iraqi - - - 5,82,900.00 -
Asad Kamal Iraqi 2,54,999.00 - - - -
Samina Asad Iraqi 62,270.00 - - 2,87,900.00 -
Osama Anwar 62,270.00 6,00,000.00 - - -
Saleha Khatoon - 10,00,000.00 - 1,12,900.00 -
Receivable
Anwar Kamal Iraqi - - - -
Asad Kamal Iraqi - - 10,52,412.00 -
Samina Asad Iraqi - - - -
Osama Anwar - - - -
Saleha Khatoon - - - -
(c) List of Holding, Subsidiary and Associate company
- Holding Company The Company does not have any holding company
- Subsidiary Company AKI UK LTD
- Associate Company The Company does not have any associate company
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
-
MANAGING DIRECTOR DIRECTOR
-
PLACE: KOLKATA
DATED:
F25
(RUPEES IN LACS)
SL No Particulars Export Sales Domestic Sales Total Sales
1 Segment Revenue 2669.33 1546.38 4215.71
Segment Revenue as a percentage
of total revenue 63.32% 36.68% 100%
2 Segment Expenses 208.97 4193.03 4402.00
3 Segment Results 2460.37 -2646.65 -186.29
(Excluding Other Income)
4 Segment Assets 399.44 602.68 1002.12
(only sundry debtors have been
considered in respect of export
sales)
Segment Assets as a percentage of
total Assets 39.86% 60.14% 100.00%
SL No Particulars Export Sales Domestic Sales Total Sales
1 Segment Revenue 2823.54 1156.57 3980.11
Segment Revenue as a percentage
of total revenue 70.94% 29.06% 100%
2 Segment Expenses 83.9637 4217.2844 421728520.0000
3 Segment Results 2739.58 -3060.71 -421724539.9
(Excluding Other Income)
4 Segment Assets 668.94 502.27 1171.21
(only sundry debtors have been
considered in respect of export
sales)
Segment Assets as a percentage of
total Assets 57.12% 42.88% 100.00%
SL No Particulars Export Sales Domestic Sales Total Sales
1 Segment Revenue 2582.1586 1276.3362 3858.49
Segment Revenue as a percentage
of total revenue 66.92% 33.08% 100%
2 Segment Expenses 95.2114 3922.4686 4017.68
3 Segment Results 2486.95 -2646.13 -159.185344
(Excluding Other Income)
4 Segment Assets 566.88 687.78 1254.66
(only sundry debtors have been
considered in respect of export
sales)
Segment Assets as a percentage of
total Assets 45.18% 54.82% 100.00%
SEGMENT REPORTING
F.Y. 2017-2018
F.Y. 2016-2017
F.Y. 2015-2016
In accoradance with Accounting standards-17, "Segment Reporting" issued by Institue of Chartered
Accountants of India, company has identified four reportable business segment.
F26
SL No Particulars Export Sales Domestic Sales Total Sales
1 Segment Revenue 2157.60 804.18 2961.78
Segment Revenue as a percentage
of total revenue 72.85% 27.15% 100.00%
2 Segment Expenses 181.90 2967.18 3149.08
3 Segment Results 1975.70 -2163.00 -187.30
(Excluding Other Income)
4 Segment Assets 642.36 541.87 1184.22
(only sundry debtors have been
considered in respect of export
sales)
Segment Assets as a percentage of
total Assets 54.24% 45.76% 100.00%
SL No Particulars Export Sales Domestic Sales Total Sales
1 Segment Revenue 835.31 589.91 1425.22
Segment Revenue as a percentage
of total revenue 58.61% 41.39% 100%
2 Segment Expenses 0.0000 0.0000 0.0000
3 Segment Results 835.31 589.91 1425.223637
(Excluding Other Income)
4 Segment Assets 234.45 323.22 557.68
(only sundry debtors have been
considered in respect of export
sales)
Segment Assets as a percentage of
total Assets 42.04% 57.96% 100.00%
F.Y. 2014-2015
F.Y. 2013-2014
F27
STATEMENT OF TAX SHELTERS AS RESTATED
Particulars
2018 2017 2016 2015 2014
Restated Profit before tax as per books (A) 151 24 9 (71) 24
Tax Rates
Income Tax Rate (%) 25.75% 30.90% 30.90% 30.90% 30.90%
Minimum Alternate Tax Rate (%) 19.06% 19.06% 19.06% 19.06% 19.06%
Short Term Capital Gain Rate (%) 15.45% 15.45% 15.45% 15.45% 15.45%
Adjustments :
Income considered separately 2.20 - - - -
Profit on Sale of Land in F.Y. 2012-13 Rs. 8,82,653
Loss on Sale of Car in F.Y. 2017-18 Rs. 2,19,989
Total Income considered separately (B) 2.20 - - - -
Timing Differences (C)
Book Depreciation 115.58 139.37 139.17 137.54 26.88
Income Tax Depreciation Allowance 95.47 116.47 120.65 111.55 24.03
Effects of Other Allowance/Disallowance - - - - -
Total Timing Differences (C) 20.11 22.90 18.52 25.98 2.85
Net Adjustments D = (B+C) 20.11 22.90 18.52 25.98 2.85
Tax expense / (saving) thereon 5.18 7.08 5.72 8.03 0.88
Income from Capital Gains (E) 2.20 - - - -
Income from Other Sources
Interest Income - - - - -
Total Income from Other Sources (F) - - - - -
Unabsorbed Depreciation/ Business Loss of P.Y. Brought Forward & Adjusted (G) - (0.00) (27.09) - -
Expenses disallowed/ Other Disallowances under the Income Tax Act (H)
Interest on TDS 0.01 0.14 0.03 - -
Taxable Income/(Loss) (A+D+E+F+G+H) 173.27 47.32 (0.00) (45.50) 26.84
Income Tax on above 44.62 14.62 (0.00) (14.06) 8.29
MAT on Book Profit 28.76 4.63 1.63 (13.62) 4.57
Tax paid as per normal or MAT Normal Normal MAT MAT Normal
For the year ended March 31,
(RUPEES IN LACS)
F28
DETAILS OF SIGNIFICANT ACCOUNTING RATIOS AS RESTATED
(RUPEES IN LACS)
PARTICULARS FIGURES AS AT THE END OF FIGURES AS AT THE END OF FIGURES AS AT THE END OF FIGURES AS AT THE END OF FIGURES AS AT THE END OF FIGURES AS AT THE END OF
31ST MARCH 2018 31ST MARCH, 2017 31ST MARCH, 2016 31ST MARCH, 2015 31ST MARCH, 2014 31ST MARCH, 2013
Restated PAT as per P& L Account 102.22 15.11 14.26 (63.45) 12.95 28.90
Weighted Average Number of Equity Shares at the end of the Year 74.97 19.81 15.00 15.00 8.72 8.65
Weighted Average Number of Equity Shares at the end of the Year after
considering the effect of Bonus 99.96 44.80 39.99 39.99 33.71 33.64
No. of shares outstanding at the end of the year 49.98 15.00 15.00 15.00 15.00 8.65
Number of Equity Shares at the end of the Year after considering the effect
of Bonus 74.97 39.99 39.99 39.99 39.99 33.64
Net Worth 764.46 662.40 297.60 283.45 349.64 273.19
Earnings Per Share
Basic & Diluted (Rs.) 1.36 0.76 0.95 (4.23) 1.49 3.34
Basic & Diluted (Rs.) after considering the effect of Bonus 1.02 0.34 0.36 (1.59) 0.38 0.86
Return on Net Worth (%) 13.37% 2.28% 4.79% -22.39% 3.70% 10.58%
Net Asset Value Per Share (Rs.) 15.30 44.16 19.84 18.90 23.31 31.58
Net Asset Value Per Share after bonus (Rs.) 10.20 16.56 7.44 7.09 8.74 8.12
Nominal Value per Equity share (Rs.) 10.00 10.00 10.00 10.00 10.00 10.00
Ratios have been calculated as below
Restated Profit after Tax available to equity Shareholders
Weighted Average Number of Equity Shares at the end of the year
Restated Profit after Tax available to equity Shareholders
Restated Net Worth of Equity Shareholders
Restated Net Worth of Equity Shareholders
Number of Equity Shares outstanding at the end of the yearNet Asset Value per equity share (Rs.) =
Basic and Diluted Earnings Per Share (EPS) (Rs.) =
Return on Net Worth (%) =
F29
Capitalisation Statement as at March, 2018
Particulars Pre Issue Post Issue
Borrowings
Short term debt (A) 1,098.00 [●]
Long Term Debt (B) 670.48 [●]
Total debts (C) 1,768.48 [●]
Shareholders’ funds
Equity share capital 749.70 [●]
Reserve and surplus - as restated 14.76 [●]
Total shareholders’ funds 764.46 [●]
Long term debt / shareholders funds 0.88 [●]
Total debt / shareholders funds 2.31 [●]
Notes:
1. The figures disclosed above are based on restated statement of Assets and Liabilities of the
Company as at March 31, 2018.
2. For post issue Capitalization calculation will be done considering the allotment of shares in the
IPO. Accordingly the figures of post issue of equity share capital and reserves & surplus has been
adjusted.
(RUPEES IN LACS)
F30
Reconciliation of Restated Profit After Tax:
(AMOUNT IN LACS)
Adjustments for 2017-18 2016-17 2015-16 2014-15 2013-14 2012-13
Net profit/(Loss) after Tax as per Audited Profit &
Loss Account 73.88 150.60 (45.07) 10.88 22.15 23.09
Adjustments for:
Adjustment of Profit/Loss on sale of Fixed Assets 0.78 - - 8.83
Changes in depreciation 26.66 (28.30) (41.26) (102.43) (8.24) (7.13)
Deferred Tax Liability / Asset Adjustment 13.16 (115.68) 80.96 13.14 0.88 0.49
Adjustment of Foreign Exchange Diff. Income 2.02
Interest on Income Tax (0.83)
Taxes adjusted in Current period (13.46) 10.12 18.00 14.96 (1.83) 3.63
MAT credit entitlement - (1.63) 1.63 - - -
Net Profit/ (Loss) After Tax as Restated 102.22 15.12 14.26 (63.45) 12.95 28.91
102.22 15.11 14.26 (63.45) 12.95 28.90
0.00- 0.00 0.00 0.00- 0.00 0.00
Explanatory notes to the above restatements made in the audited financial statements of the
Company for the respective years/ period.
Adjustments having impact on Profit
Adjustments having no impact on Profit:
Material Regrouping
Depreciation for period upto March 31, 2018 has been recalculated in accordance with prevailing rates as per
WDV method.
There is change in deferred tax (liability)/ asset as per audited financial statements and as per restated statements as
the deferred tax is recalculated on account of changes in depreciation.
Income tax has been adjusted based on restated profits and as per return of income filed for respective years.
MAT credit entitlement has also been recognised in restated financial statements.
Appropriate adjustments have been made in the restated financial statements, wherever required, by reclassification
of the corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the
groupings as per the audited financials of the Company for all the years and the requirements of the SEBI (ICDR)
Regulations, 2009.
F31
Details of Other Income as Restated
(RUPEES IN LACS)
ParticularsFor the Year Ended March 31,
2018
For the Year Ended
March 31, 2017
For the Year Ended
March 31, 2016
For the Year Ended
March 31, 2015
For the Year Ended
March 31, 2014
Other income 283.74 235.58 201.11 175.72 86.38
Net Profit Before Tax as Restated 150.95 24.28 8.53 (71.48) 24.00
Percentage (%) 187.97% 970.15% 2357.16% -245.82% 359.96%
Source of Income
ParticularsFor the Year Ended March 31,
2018
For the Year Ended
March 31, 2017
For the Year Ended
March 31, 2016
For the Year Ended
March 31, 2015
For the Year Ended
March 31, 2014Nature
DUTY DRAW BACK 115.73 181.33 158.34 146.75 65.00 Recurring and related to
business activity.
EXCHANGE RATE DIFF. 4.71 4.06 - 9.96 10.33 Recurring and related to
business activity.
REBATE & DISCOUNT RECEIVED 45.63 15.61 14.07 3.21 3.69 Recurring and related to
business activity.
ROUND OFF 0.00 0.00 0.02 - 0.01 Recurring and related to
business activity.
FDR INTEREST 5.08 4.44 6.64 1.39 1.10 Recurring and not related to
business activity.
BALANCES WRITTEN OFF 89.70 - 21.02 2.42 - Recurring and related to
business activity.
EXPORT PROMOTIONAL BUREAU 3.06 0.48 1.02 - - Non recurring and related to
business activity.
MDA 0.00 - - 8.30 4.71 Recurring and related to
business activity.
INSURANCE CLAIM RECD. -
- - - 1.55 Non recurring and not
related to business activity.
EXCISE DUTY 1.30
1.66 Non recurring and related to
business activity.
FREIGHT RECEIVED7.31 27.83
Recurring and related to
business activity.
PROFIT FROM SALE OF CAR - - - 0.66 - Non recurring and not
related to business activity.
OTHER INCOME 11.21 0.17 3.04 Non recurring and not
related to business activity.
TOTAL 283.74 235.58 201.11 175.72 86.38
F32
Independent Auditor’s Report for the Consolidated Restated Financial Statements of
AKI INDIA LIMITED
To,
The Board of Directors
AKI INDIA LIMITED
9/6 (11), Asharfabad Jajmau
Kanpur-208010, Uttar Pardesh
India
Dear Sirs,
1. We have examined the attached Consolidated Restated Statement of Assets and Liabilities of AKI INDIA
LIMITED (hereinafter referred to as “the Holding Company”) its subsidiary AKI UK LIMITED as at
31st March 2018, 31st March 2017, 31st March 2016, 31st March 2015, 31st March 2014 and the related
Consolidated Restated Statement of Profit & Loss and Consolidated Restated Statement of Cash Flow for
the Financial year ended 31st March 2018, 31st March 2017, 31st March 2016, 31st March 2015, 31st
March 2014 annexed to this report for the purpose of inclusion in the offer document prepared by the
Company (collectively the ”Consolidated Restated Summary Statements” or “Consolidated Restated
Financial Statements”). These Consolidated Restated Summary Statements have been prepared by the
Company and approved by the Board of Directors of the Company in connection with the Initial Public
Offering (IPO) in SME Platform of BSE Limited (BSE SME).
2. These Consolidated Restated Summary Statements have been prepared in accordance with the
requirements of:
(i) Part I of Chapter III to the Companies Act, 2013 (“Act”) read with Companies (Prospectus
andAllotment of Securities) Rules 2014;
(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations 2009 (“ICDR Regulations”) issued by the Securities and Exchange Board of
India(“SEBI”) in pursuance to Section 11 of the Securities and Exchange Board of India Act, 1992
andrelated amendments / clarifications from time to time;
(iii) The terms of reference to our engagements with the Company letter dated December 09, 2017
requesting us to carry out the assignment, in connection with the Draft Prospectus/ Prospectus being
issued by the Company forits proposed Initial Public Offering of equity shares in SME Platform of
BSE Limited (BSE SME)(“IPO” or “SME IPO”); and
(iv) The Guidance Note on Reports in Company Prospectus (Revised 2016) issued by the Institute
ofChartered Accountants of India (“Guidance Note 2016”).
3. The Consolidated Restated Summary Statements of the Company have been extracted by the management
from the Audited Financial Statements of the Company for the financial year ended 31st March 2018, 31st
March 2017 and 31st March, 2016, 31st March 2015, 31st March 2014 which has been approved by the
Board of Directors.
4. In accordance with the requirements of Part I of Chapter III of Act including rules made therein,
ICDRRegulations, Guidance Note and Engagement Letter, we report that:
F33
(i) The “Consolidated Statement of Assets and Liabilities as Restated” as set out in Annexure 1 to
this report, of the Company as at 31st March 2018, 31st March 2017 , 31st March 2016, 31st March,
2015, 31st March 2014 are prepared by the Company and approved by the Board of Directors. These
consolidated Statement of Assets andLiabilities, as restated have been arrived at after making such
adjustments and regroupings to theindividual financial statements of the Company, as in our opinion
were appropriate and more fullyDescribed in Significant Accounting Policies and Notes to Accounts
as set out in Annexure 4to thisReport.
(ii) The “Consolidated Statement of Profit and Loss as Restated” as set out in Annexure 2 to this
report, of the Company for the financial year ended 31st March 2018,31st March 2017, 31st March,
2016, 31st March, 2015, 31st March 2014 are prepared by the Company and approved by the Board
of Directors. These consolidated Statement of Profit and Loss, as restated have been arrived at after
making such adjustments and regroupings to the individual financial statements of the Company, as
in our opinion were appropriate and more fully described in Significant Accounting Policies and
Notes to Accounts as set out in Annexure 4 to thisReport.
(iii) The “ Consolidated Statement of Cash Flow as Restated” as set out in Annexure 3 to this report,
of the Company for the financial year ended 31st March 2018, 31st March 2017, 31st March, 2016,
31st March 2015, 31st March 2014 are prepared by the Company and approved by the Board of
Directors. These consolidated Statement of Cash Flow,as restated have been arrived at after making
such adjustments and regroupings to the individualfinancial statements of the Company, as in our
opinion were appropriate and more fully described inSignificant Accounting Policies and Notes to
Accounts as set out in Annexure 4 to this Report.
Based on the above and also as per the reliance placed by us on the Restated Consolidated
Financial Statements of the company and Auditors Report thereon which have been prepared by
Statutory Auditor of the Company for the financial year ended 31st March 2018, 31st March 2017,
31st March, 2016, 31st March 2015, 31st March 2014 we are of the opinion that “Restated
Financial Statements” or “Restated Summary Statements” have been made after incorporating:
a) Adjustments for the changes in accounting policies retrospectively in respective financial year
ended/years to reflect the same accounting treatment as per the changed accounting policy for all
reporting financial year ended, if any.
b) Adjustments for prior period and other material amounts in the respective financial years/period to
whichthey relate and there are no qualifications which require adjustments.
c) There are no extra-ordinary items that need to be disclosed separately in the accounts and
qualificationsrequiring adjustments except as disclosed in the notes to accounts.
d) The Audited Consolidated Financial statements of the company for the period/year ended on 31st
March 2018, 31st March 2017, 31st March, 2016, 31st March, 2015, 31st March 2014 audited by M/s
Jaiswal Misra & Co., Chartered Accountants, has been relied upon for the preparation of Restated
Consolidated Financial Statement. The company has not complied with the following Accounting
Standards in the Audited Consolidated Financial Statements which would require adjustments in the
Restated Consolidated Financial Statements of the Company.
• As per Accounting Standard- 17 (Segment Reporting) issued by the Institute of Chartered
Accountants of India (ICAI), Company where applicable is required to report Segment-
wise Revenue, Expenses, Results, Assets, Liabilities and Accounting Policies and notes
thereon, if any. The company has four segments/ divisions in operations i.e. Chemical,
Footwear, Saddlery and Tannery but has not disclosed segment reporting in the financial
statement hence not complied with AS-17 issued by ICAI.
• As per Accounting Standard- 15 (Employee Benefits) issued by the Institute of Chartered
Accountants of India, Company is required to assess its gratuity liability each year on the
basis of actuarial valuation and make provision for gratuity liability. However, company
F34
has not provided for gratuity liability in the financial statement and has not taken any
actuarial valuation report. Hence we are unable to comment on its impact on the
profitability of the company.
f) These Profits and Losses have been arrived at after charging all expenses including depreciation and
aftermaking such adjustments/restatements and regroupings as in our opinion are appropriate and are
to beread in accordance with the Significant Accounting Polices and Notes to Accounts as set out
inAnnexure 4 to this report.
5. The financial statement of AKI UK Ltd subsidiary included in the Restated Consolidated Financial
Statements of the Company for the period/year ended 31st March 2018, and for the financial years ended
March 31, 2017, 2016, 2015, 2014,(except for the financial year ended on 31st March 2017 which was
audited by Taparia Consultants Limited, Chartered Accountants & Business Advisors) were not audited as
was not statutory required to get the account audited as per the prevailing law in UK and accordingly we
have relied upon the unaudited financials of the AKI UK Ltd as certified by the management of the
company for our examination of the Restated Consolidated Financial Information for the period/year ended
on 31st March 2018, 31st March, 2016, 31st March, 2015, 31st March 2014.
6. We have also examined the following other consolidated financial information relating to the Company
prepared by theManagement and as approved by the Board of Directors of the Company and annexed to
this report relating tothe Company for the financial year ended on 31st March 2018, 31st March 2017, 31st
March, 2016,31stMarch, 2015, 31st March2014 proposed to be included in the Draft Prospectus/Prospectus
(“Offer Document”).
Annexure ofConsolidated Restated Financial Statements of the Company:-
1. Significant Accounting Policies and Notes to Accounts as restated in Annexure 31;
2. Reconciliation of Restated Profit as appearing in Annexure AC to this report.
3. Consolidated Details of Share Capital as Restated as appearing in Annexure 1 to this report;
4. Consolidated Details of Reserves and Surplus as Restated as appearing in Annexure 2 to this
report;
5. Consolidated Details of Deferred Tax Liabilities (Net) as Restated as appearing in Annexure 5 to this
report;
6. Consolidated Details of Short Term Borrowings as Restated as appearing in Annexure 6 to this
report;
7. Consolidated Details of Trade Payables as Restated as appearing in Annexure 7 to this report;
8. Consolidated Details of Other Current Liabilities as Restated as appearing in Annexure 8 to this report;
9. Consolidated Details of Short Term Provisions as Restated as appearing in Annexure 9 to this
report;
10. Consolidated Details of Fixed Assets as Restated as appearing in Annexure 10 to this report;
11. Consolidated Details of Long Term Loans & Advances as Restated as appearing in Annexure 14 to this
report;
12. Consolidated Details of Other-non Current Assets as appearing in Annexure 15 to this report;
13. Consolidated Details of Inventories as Restated as appearing in Annexure 16 to this report;
14. Consolidated Details of Trade Receivables as Restated enclosed as Annexure 17 to this report;
15. Consolidated Details of Cash and Cash Equivalents as Restated enclosed as Annexure 18 to this report;
16. Consolidated Details of Short Term Loans & Advances as Restated as appearing in Annexure 19 to this
report;
17. Consolidated Details of Revenue from operations as Restated as appearing in Annexure 21 to this
report;
18. Consolidated Details of Particulars of Sale of Product as Restated as appearing in Annexure 21 to this
report;
19. Consolidated Details of Other Income as Restated as appearing in Annexure 22 to this report;
20. Consolidated Details of Cost of Consumable as Restated as appearing in Annexure 23 to this
report;
21. Consolidated Details of Employee Benefit Expenses as Restated as appearing in Annexure 26 to this
report;
22. Consolidated Details of Finance Cost as Restated as appearing in Annexure 28 to this report;
23. Consolidated Details of Depreciation and Amortisation as Restated as appearing in Annexure 27 to this
report;
F35
24. Consolidated Details of Other expenses as Restated as appearing in Annexure 29 to this report;
25. Consolidated Details of Related Parties Transactions as Restated as appearing in Annexure 28 to this
report;
26. Consolidated Details of Summary of Accounting Ratios as Restated as appearing in Annexure AA to
this report
27. Consolidated Capitalization Statement as Restated as at as appearing in Annexure AE to this
report;
28. Consolidated Statement of Tax Shelters as Restated as appearing in Annexure AB to this report.
7. We, Gupta Agarwal& Associates, Chartered Accountants have been subjected to the peer review process
of theInstitute of Chartered Accountants of India (“ICAI”) and hold a valid peer review certificate issued
by the“Peer Review Board” of the ICAI.
8. The preparation and presentation of the Restated Consolidated Financial Statements referred to above are
based on the Audited financial statements of the Company and are in accordance with the provisions of the
Act and ICDR Regulations except as mentioned above in point no.5(d). The Consolidated Financial
Statements and information referred to above is the responsibility of the management of the Company.
9. The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit
reports issued by any other Firm of Chartered Accountants nor should this report be construed as a new
opinion on any of the financial statements referred to therein.
10. We have no responsibility to update our report for events and circumstances occurring after the date of the
report.
11. In our opinion, except for the matter contained in para 5(d), the above consolidated financial information
contained in Annexure 1 to AE of this report read with the respective Significant Accounting Polices and
Notes to Accounts as set out in Annexure 4 are prepared after making adjustments and regrouping as
considered appropriate and have been prepared in accordance with the Act, ICDR Regulations,
Engagement Letter and Guidance Note.
12. Our report is intended solely for use of the management and for inclusion in the Offer Document in
connection with the SME IPO. Our report should not be used, referred to or adjusted for any other purpose
except with our consent in writing.
For Gupta Agarwal& Associates
Chartered Accountants
FRN :329001E
J.S.Gupta
Date: September 2, 2018 (Partner)
Place: Kolkata Membership No. : 059535
F36
AKI INDIA LTD
CIN: U19201UP1994PLC016467
STATEMENT OF CONSOLIDATED ASSETS AND LIABILITIES AS RESTATED
(Rupees in Lacs)
S. N. PARTICULARS NOTE
NO.
31ST
MAR
2018
31ST
MAR
2017
31ST
MAR
2016
31ST
MAR
2015
31ST
MAR
2014
I 1 EQUITY AND LIABILITIES
SHAREHOLDERS FUNDS
(a) SHARE CAPITAL 1 749.70 499.80 150.00 150.00 150.00
(b) RESERVES AND SURPLUS 2 (25.13) 109.74 98.78 83.20 193.18
TOTAL(1) 724.57 609.54 248.78 233.20 343.18
2 SHARE APPLICATION MONEY
PENDING ALLOTMENT 3 - - - - -
3 NON-CURRENT LIABILITIES
(1) LONG TERM BORROWINGS 4 549.80 697.78 910.45 784.71 794.70
TOTAL(3) 549.80 697.78 910.45 784.71 794.70
4 CURRENT LIABILITIES
(a) SHORT TERM BORROWINGS 5 1,098.00 1,231.63 1,250.57 1,274.35 871.66
(a) TRADE PAYABLES 6 1,123.63 1,252.63 1,411.23 1,418.92 688.07
(b) OTHER CURRENT LIABILITIES 7 140.47 191.29 139.24 87.54 32.61
(c) SHORT TERM PROVISIONS 8 49.99 22.08 8.39 4.83 14.77
TOTAL(4) 2,412.09 2,697.63 2,809.43 2,785.63 1,607.11
TOTAL(1+2+3+4) 3,686.46 4,004.96 3,968.66 3,803.54 2,744.98
II ASSETS
1 NON-CURRENT ASSETS
(i) FIXED ASSETS 9 765.84 934.49 988.65 934.60 897.86
- PROPERTY, PLANT & EQUIPMENT
(ii) INTANGIBLE ASSETS
(iii) CAPITAL WORK-IN-PROGRESS 10 200.10 200.10 186.67 111.46 39.68
(iv) INTANGIBLE ASSETS UNDER
DEV.
(b) NON-CURRENT INVESTMENTS 11 3.50 3.50 3.50 3.50 53.55
(b) DEFERRED TAX ASSETS (NET) 12 29.24 24.07 16.99 11.27 3.24
(c) LONG-TERM LOANS AND
ADVANCES 13 5.43 5.43 5.43 5.43 5.43
(d) OTHER NON-CURRENT ASSETS 14 0.01 0.01 0.00 0.00 0.00
TOTAL(1) 1,004.11 1,167.60 1,201.24 1,066.25 999.75
2 CURRENT ASSETS
(a) CURRENT INVESTMENTS - - - - -
(b) INVENTORIES 15 1,099.79 1,247.54 1,108.36 977.16 817.57
(c)TRADE RECEIVABLES 16 1,194.81 1,211.36 1,331.79 1,351.37 694.25
(d) CASH AND CASH EQUIVALENTS 17 81.10 121.67 152.32 168.84 88.97
(e) SHORT-TERM LOANS AND
ADVANCES 18 131.15 107.80 41.69 38.74 59.48
(f) OTHER CURRENT ASSETS 19 175.49 148.99 133.27 201.18 84.98
TOTAL(2) 2,682.35 2,837.36 2,667.43 2,737.29 1,745.23
TOTAL(1+2) 3,686.46 4,004.96 3,968.67 3,803.53 2,744.98
SIGNIFICANT ACCOUNTING POLICIES &
NOTES ON ACCOUNTS
29
F37
AKI INDIA LTD
CIN: U19201UP1994PLC016467
STATEMENT OF CONSOLIDATED PROFIT AND LOSS AS RESTATED
S. N. PARTICULARS NOTE
NO.
31ST
MAR
2018
31ST
MAR
2017
31ST
MAR
2016
31ST
MAR
2015
31ST
MAR
2014
REVENUE FROM OPERATIONS
I REVENUE FROM OPERATIONS 20 4,604.56 4,104.07 4,024.97 3,301.99 1,722.18
II OTHER INCOME 21 308.00 241.16 211.88 199.35 99.57
III TOTAL REVENUE(I+II) 4,912.56 4,345.24 4,236.85 3,501.34 1,821.75
IV EXPENSES:
a COST OF MATERIALS CONSUMED 22 3,066.00 2,718.33 2,706.52 2,209.45 627.43
PURCHASE OF STOCK-IN-TRADE 908.68 754.99 666.89 721.60 735.75
b CHANGES IN INVENTORIES OF
FINISHED GOODS 23 (267.13) (116.39) (10.75) (137.39) (53.45)
c EMPLOYEE BENEFITS EXPENSES 24 177.82 159.84 148.50 142.49 85.98
d DEPRECIATION AND
AMORTIZATION EXPENSE 25 115.96 139.85 139.43 137.67 27.08
FINANCE COSTS 26 134.15 170.75 158.79 159.67 56.25
e OTHER EXPENSES 27 617.64 498.14 416.54 334.68 329.72
TOTAL EXPENSES 4,753.13 4,325.50 4,225.92 3,568.17 1,808.76
V PROFIT BEFORE EXCEPTIONAL
AND EXTRAORDINARY ITEMS
AND TAX (III-IV)
159.44
19.74 10.93 (66.83) 12.99
VI EXCEPTIONAL ITEMS
VII PROFIT BEFORE EXTRAORDINA -
RY ITEMS AND TAX (V-VI)
159.44
19.74 10.93 (116.10) 12.99
VIII EXTRAORDINARY ITEMS
IX PROFIT BEFORE TAX (VII-VIII) 159.44
19.74 10.93 (116.10) 12.99
X TAX EXPENSE
CURRENT TAX 44.62 14.62 1.63 - 8.29
EARLIER YEARS TAX 9.29 - - - 3.63
DEFERRED TAX (5.18) (7.08) (5.72) (8.03) (0.88)
MAT CREDIT ENTITLEMENT
ACCOUNT
- 1.63 (1.63) - -
XI PROFIT(LOSS) FOR THE PERIOD
FROM CONTINUING OPERATIO -
NS (VII-VIII)
110.71 10.56 16.65 (108.07) 1.95
XII PROFIT(LOSS) FROM
DISCONTINUING OPERATIONS
XIII TAX EXPENSE OF DISCONTINUING
OPERATIONS
XIV PROFIT(LOSS) FROM
DISCONTINUING OPERATIONS
(AFTER TAX) (XII-XIII)
XV INCOME TAX FOR EARLIER YEARS
XVI PROFIT (LOSS) FOR THE PERIOD
(XI+XIV)
110.71 10.56 16.65 (108.07) 1.95
XVII EARNING PER EQUITY SHARE
a BASIC 28 1.48 0.53 1.11 (7.20) 0.22
b DILUTED 1.48 0.53 1.11 (7.20) 0.22
F38
AKI INDIA LTD
CIN: U19201UP1994PLC016467
STATEMENT OF CONSOLIDATED CASH FLOW AS RESTATED
S.
N.
PARTICULARS NOTE
NO.
31ST
MAR
2018
31ST
MAR
2017
31ST
MAR
2016
31ST
MAR
2015
31ST
MAR
2014
A Cash Flow from Operating Activities :
Net Profit/(Loss) before tax 159.44 19.74 10.93 (116.10) 12.99
Adjustments for:
Finance Cost - - - - -
Depreciation 115.96 139.85 139.43 137.67 27.08
Interest Expenses 134.15 170.75 158.79 159.67 56.25
Interest Income (5.08) (4.44) (6.64) (1.39) (1.10)
Unrealised Gain/(Loss) on account of Foreign
Currency translation Reserve
4.18 0.50 (0.96) 0.83 5.19
Preliminary Expenses - - - - -
Profit on sale of Land - - - - -
(Profit)/Loss on sale of Car 2.20 (0.66)
Investment written off - - - 50.05 -
Operating Profit before working capital
changes
410.85 326.39 301.55 230.07 100.42
Increase / (Decrease) in Trade Payables (129.00) (158.60) (7.68) 730.84 219.91
Increase / (Decrease) in Other Current
Liabilities
(50.82) 52.05 51.70 54.93 (14.91)
Increase / (Decrease) in Short Term Provisions (2.09) 0.69 1.93 (1.65) 2.06
(Increase) / Decrease in Inventories 147.75 (139.18) (131.20) (159.59) (510.63)
(Increase) / Decrease in Trade Receivable 16.55 120.42 19.58 (657.12) (81.70)
(Increase) / Decrease in Other Current Assets (10.50) (3.35) 86.91 (109.49) (38.27)
(Increase) / Decrease in Short Term Loans &
Advances
(23.23) (66.10) (2.95) 20.73 (25.21)
Operating Profit after working capital
changes
359.51 132.31 319.84 108.73 (348.34)
Less: Income Tax paid 39.94 14.00 19.00 15.00 13.10
Adjustment of MAT Credit entitlement account (1.63) 1.63
Net Cash from/ (used in) Operating Activities ( A ) 319.57 116.68 302.47 93.73 (361.44)
B Cash Flow from Investing Activities :
Purchase of Fixed Assets (75.26) (99.22) (268.79) (249.17) (443.63)
Sale of Fixed Assets 0.27 - - 0.24 -
Purchase of Current Investments - - - - (8.78)
Grant Received towards addition of fixed assets 125.53
(Increase) / Decrease in Long Term Loans &
Advances - - - - -
Interest Income 5.08 4.44 6.64 1.39 1.10
Profit on sale of Asset - - - 0.66 -
Net Cash from/ (used in) Investing Activities ( B ) 55.62 (94.79) (262.15) (246.87) (451.32)
C Cash Flow from Financing Activities :
Increase / (Decrease) in Long Term Borrowings (147.99) (212.66) 125.74 (9.99) 360.88
Increase / (Decrease) in Short Term Borrowings (133.63) (18.94) (23.78) 402.68 492.82
Proceeds from Issue of shares - 349.80 - - 63.50
Adjustment of ROC Fees for increasing
Authorised Capital - - - - -
Finance Cost paid (134.15) (170.75) (158.79) (159.67) (56.25)
Net Cash from/ (used in) Financing Activities ( C ) (415.77) (52.55) (56.83) 233.02 860.95
Net Increase/ (Decrease) in Cash & Cash
Equivalents
(A+B+
C)
(40.58) (30.65) (16.52) 79.88 48.20
Cash & Cash Equivalents as at the beginning
of the year
121.67 152.33 168.84 88.97 40.77
Cash & Cash Equivalents as at the end of the
year
81.10 121.67 152.33 168.84 88.97
F39
AKI INDIA LTD
CIN: U19201UP1994PLC016467
NOTES TO AND FORMING PART OF RESTATED CONSOLIDATED BALANCE SHEET
S.N PARTICULARS
NO.
SHARE CAPITAL:
A AUTHORISED:
EQUITY SHARE CAPITAL 1,100.00 500.00 500.00 500.00 150.00
NO. OF EQUITY SHARES OF RS.10/- EACH 110 50 50 50 15
B ISSUED, SUBSCRIBED& PAID UP 1
SHARES AT THE BEGINNING OF THE ACCOUNTING PERIOD
EQUITY SHARES OF Rs.10/-EACH 499.80 150.00 150.00 150.00 86.50
ADDITIONS DURING THE YEAR 249.90 349.80 - - 63.50
SHARES AT THE END OF THE ACCOUNTING PERIOD
EQUITY SHARES OF Rs.10/-EACH 749.70 499.80 150.00 150.00 150.00
C
Nos Amount Nos Amount Nos Amount Nos Amount Nos Amount
Shares outstanding at the beginning of the year 49,98,000 499.80 15,00,000 150.00 15,00,000 150.00 15,00,000 150.00 8,65,000 86.50
Bonus Shares issued during the year 24,99,000 249.90
Shares issued during the year - - 34,98,000 349.80 - - - - 6,35,000 63.50
Shares outstanding at the end of the year 74,97,000 749.70 49,98,000 499.80 15,00,000 150.00 15,00,000 150.00 15,00,000 150.00
D TERMS/ RIGHTS ATTACHED TO EQUITY SHARES
E Details of shareholders holding more than 5% shares of the Company
NAME OF THE SHAREHOLDER
( EQUITY SHARES OF RS 10/ EACH FULLY PAID UP ) Nos % Nos % Nos % Nos % Nos %
ASAD KUMAR IRAQUI 42,98,520 57.34% 28,65,781 57.34% 5,06,850 33.79% 5,06,850 33.79% 5,06,850 33.79%
OSAMA ANWAR 5,69,130 7.59% 3,79,520 7.59% 2,65,770 17.72% 2,65,770 17.72% 2,65,770 17.72%
ANWAR KAMAL IRAQUI 13,96,650 18.63% 9,31,099 18.63% 1,52,030 10.14% 1,52,030 10.14% 1,52,030 10.14%
SAMINA ASAD 8,10,747 10.81% 5,40,498 10.81% 3,78,500 25.23% 3,78,500 25.23% 3,78,500 25.23%
SALEHA KHATOON 4,21,653 5.62% 2,81,102 5.62% 1,96,850 13.12% 1,96,850 13.12% 1,96,850 13.12%
- - 0.00% - 0.00% - 0.00%
F SHARES ISSUED FOR CONSIDERATION IN CASH
The company has issued 3498000 equity shares of Rs. 10/- per share during the F.Y. 2016-17.
The company has issued bonus shares 2499000 equity shares of Rs. 10/- per share during the F.Y. 2017-18.
G SHARES ISSUED FOR CONSIDERATION OTHER THAN CASH
NOT APPLICABLE
RS.
31ST MARCH 2014
31ST MARCH, 2014
AMOUNT
31ST MARCH 2018
31ST MARCH 2018 31ST MARCH , 2016
31ST MARCH 2014
(Rupees in Lacs)
RS.
31ST MARCH 2016 31ST MARCH 2017
As per the records of the Company , including its Register of Members and other declarations received from the shareholders regarding beneficial interest , the above shareholders represents legal ownership of shares .
31ST MARCH , 2017
The Company has only one class of equity share having par value of Rs 10/- per share . Each holder of Equity share is entitled to one vote per share.
In the event of liquidation of the company , the holder of equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts . The Distribution will be in proportion to the number of equity share held by the
shareholders
RS. RS.RS.
31ST MARCH , 2015
31ST MARCH 2015
Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period
31ST MARCH 2017
AMOUNT
31ST MARCH 2018
AMOUNT
31ST MARCH 2016 31ST MARCH 2015
AMOUNTAMOUNT
F40
RESERVE & SURPLUS: 2
A SECURITIES PREMIUM ACCOUNT
AT THE BEGINNING OF THE ACCOUNTING PERIOD - - - - -
ADDITIONS DURING THE YEAR - - - - -
AT THE END OF THE ACCOUNTING PERIOD A - - - - -
B SURPLUS
AT THE BEGINNING OF THE ACCOUNTING PERIOD 94.16 83.70 67.16 177.97 176.02
ADDITIONS DURING THE YEAR 110.71 10.56 16.65 (108.07) 1.95
ADDITIONS OF CAPITAL GAIN(NET OFF TAXES) OF THE PREVIOUS YEAR -
DEDUCTIONS DURING THE YEAR (249.90) - - - -
ADJUSTMENTS OF ASSETS (0.16) (0.11) (0.11) (2.74) -
(BALANCE IN STATEMENT OF PROFIT & LOSS A/C)
AT THE END OF THE ACCOUNTING PERIOD B (45.20) 94.16 83.70 67.16 177.97
GRAND TOTAL A+B (45.20) 94.16 83.70 67.16 177.97
D FOREIGN CURRENCY TRANSLATION RESERVE
AT THE BEGINNING OF THE ACCOUNTING PERIOD
ADDITIONS DURING THE YEAR 10.91 10.41 11.37 10.54 5.35
4.18 0.50 (0.96) 0.83 5.19
- - - - -
E CAPITAL RESERVE 15.09 10.91 10.41 11.37 10.54
AT THE BEGINNING OF THE ACCOUNTING PERIOD
4.67 4.67 4.67 4.67 4.67
100% HOLDING IN SHARES OF SUBCIDIARY 8.61 - - - -
LESS: INVESTMENT IN SUBSIDIARY 8.30 - - - -
4.98 4.67 4.67 4.67 4.67
GRAND TOTAL (25.13) 109.74 98.78 83.20 193.18
LONG-TERM BORROWINGS: 4
1 SECURED LOAN
KOTAK MAHINDRA BANK LTD 15.80 24.66 75.70 68.33 1.98
TATA CAPITAL FINANCE LIMITED - 14.87 26.31 13.61 -
BAJAJ FINANCE LTD - - - - -
HDFC BANK LTD - 14.75 - - -
THE J& K BANK LTD (T/L) - 86.74 202.60 146.08 177.56
2 UNSECURED LOAN - - - - -
LOANS AND ADVANCES FROM DIRECTORS - - 71.67 - -
LOANS AND ADVANCES FROM FREINDS & RELATIVES 534.00 556.77 534.17 556.69 615.16
(SHUBH LABH SALES PVT. LTD.) - -
TOTAL 549.80 697.78 910.45 784.71 794.70
FURTHERMORE, THE FOLLOWING INDIVIDUALS HAVE GIVEN A PERSONAL GUARANTEE FOR THE SAID LOANS :
Sri Asad Kamal Iraqi
Sri Anwar Kamal Iraqi
Sri Osama Anwar
Smt. Saleha Khatoon
Smt. Samina Asad Iraqi
AS PER THE INFORMATION AND EXPLANATION MADE AVAILABLE TO US, THERE WERE NO CONTINUING DEFAULTS IN REPAYMENT OF LOANS AND THE INTERESTS THEREON.
THE UNSECURED DEPOSITS AS AFORESAID AT POINT NO. 2 HAVE BEEN TAKEN FROM THE DIRECTORS AND EQUITY SHAREHOLDERS OF THE COMPANY. THE COMPANY DOES HAVE AN UNCONDITIONAL RIGHT TO DEFER SETTLEMENT OF LIABILITY FOR A PERIOD EXCEEDING ONE YEAR AFTER THE REPORTING DATE.
THE TERM LOANS WITH THE J & K BANK, AS AFORESAID AT POINT NUMBERS 1 ARE SECURED EMG/FIRST CHARGE ON FACTORY LAND AND BUILDING & PLANT & MACHINERY. HYPOTHECATION/FIRST CHARGE ON P & M AND OTHER MOVEABLE ASSETS. FURTHER, IN RESPECT OF THE SAID LOANS THE
FOLLOWING ASSETS SERVE AS COLLATERAL SECURITY :
EMG OF FREE HOLD PLOT OF LAND & BUILDING PREMISES NO. 9/6 (II) ASHRFABAD IN THE NAME OF MR. ANWAR KAMAL IRAQI, EMG OF FREE HOLD PLOT OF LAND & BUILDING PREMISES NO. 9/6 (II) ASHRFABAD IN THE NAME OF MR. ASAD KAMAL IRAQI, EMG OF PART PLOT NO. 2A (1) A, FACTORY AREA JAJMUA,
KANPUR IN THE NAME OF MR. ASAD KAMAL IRAQI, EMG OF PART PLOT NO. 2A (1) A, FACTORY AREA JAJMUA, KANPUR IN THE NAME OF MR. ANWAR KAMAL IRAQI, EMG OF FACTORY LAND AND BUILDING SITUATED AT CHAKRAMPUR, AKBARPUR, ANDAR BAGAL PALIKA UNNAO, IN THE NAME OF ANWAR KAMAL
F41
SHORT-TERM BORROWINGS: 5
THE J& K BANK (FBP) 189.00 268.13 254.68 697.99 95.72
THE J& K BANK (PCL) 909.00 918.00 265.50 576.36 734.83
THE J& K BANK (FBP) GBP - - - - -
THE J& K BANK (AGST. BUYER'S CREDIT) - - - - 30.81
THE J& K BANK (C.C) - - - - 9.79
THE J& K BANK (FBP) EURO - - 8.45 - -
THE J& K BANK (PCFC USD) - - 638.23 - -
THE J& K BANK (DUE TO OVER ISSUE OF CHEQUE) 45.50 83.71 - 0.52
- - - - -
TOTAL 1,098.00 1,231.63 1,250.57 1,274.35 871.66
-
TRADE PAYABLES 6 -
SUNDRY CREDITORS 1,055.52 1,188.07 1,411.23 1,418.92 688.07
ADVANCE FROM CUSTOMER 68.11 64.56 -
1,123.63 1,252.63 1,411.23 1,418.92 688.07
OTHER CURRENT LIABILITIES 7
1 CURRENT MATURITIES OF LONG TERM DEBT. - - -
KOTAK MAHINDRA BANK LTD. 8.86 15.26 - - 13.70
TATA CAPITAL FINANCIAL SERVICES LTD 14.87 11.44 8.69 11.39 -
BAJAJ FINANCE LTD 21.09 13.85 - -
HDFC BANK LTD. 14.75 19.43 - - -
J & K BANK 1.66 92.22 92.22 46.44 -
(REPAYMENT OF T/L DUE IN NEXT YEAR) - - - -
J & K BANK 80.55 - - - -
(DUE TO OVER ISSUE OF CHEQUES) - - - -
2 OTHER PAYABLES - - - - -
DIRECTORS' REMUNERATION PAYABLE 3.90 2.97 2.68 2.30 1.05
TELEPHONE EXPENSES PAYABLE 0.24 0.13 0.01 0.08 0.01
GODOWN RENT PAYABLE - - - 1.20 -
ELECTRICITY EXPENSES PAYABLE 3.44 5.68 0.20 3.94 -
AUDIT FEES PAYABLE 0.50 0.67 0.80 0.40 0.40
SALARY PAYABLE 9.00 18.58 17.24 16.96 16.17
MANUFACTURING EXPS. PAYABLE 2.71 2.75 3.54 4.82 -
BONUS PAYABLE - 1.09 - - 1.27
- -
TOTAL 140.47 191.29 139.24 87.54 32.61
SHORT-TERM PROVISIONS 8 -
- -
AUDIT FEES PAYABLE - -
TDS PAYABLE 0.68 0.94 2.19 0.43 0.07
PROVISIONS FOR TAXATION 44.62 14.62 1.63 - 8.29
PROVISION FOR CAPITAL GAIN TAXES IN PREVIOUS YEAR 4.40 4.40 4.40 4.40 4.40
SERVICE TAX PAYABLE - 0.47 0.17 - 2.01
EPF PAYABLE 0.23 1.26 0 -
ESIC PAYABLE 0.06 0.39 0
GST PAYABLE -
TOTAL 49.99 22.08 8.39 4.83 14.77
TANGIBLE ASSETS 9
TANGIBLE ASSETS 765.84 934.49 988.65 934.60 897.86
765.84 934.49 988.65 934.60 897.86
CAPITAL WORK IN PROGRESS 10
BUILDING UNDER CONSTRUCTION 192.99 192.99 179.56 104.35 32.57
PLANT & MACHINERY 7.11 7.11 7.11 7.11 7.11
200.10 200.10 186.67 111.46 39.68
F42
(b) NON CURRENT INVESTMENT: 11
INVESTMENT IN EQUITY INSTRUMENT
a. Investment in Quoted Shares - - - - -
b. Investment in Un-Quoted Shares 3.50 3.50 3.50 3.50 53.55
- -
3.50 3.50 3.50 3.50 53.55
DEFERRED TAX ASSETS (NET): 12 - -
DEFERRED TAX ASSET ON DEPRECIATION - -
OPENING BALANCE 24.07 16.99 11.27 3.24 2.36
ADD: CREATION OF ASSET 5.18 7.08 5.72 8.03 0.88
- -
TOTAL 29.24 24.07 16.99 11.27 3.24
LONG TERM LOANS AND ADVANCES: 13
1 CAPITAL ASSETS - -
A) SECURED, CONSIDERED GOOD - - - - -
B) UNSECURED, CONSIDERED GOOD - - - - -
C) DOUBTFUL - - - - -
2 UNSECURED CONSIDERED GOOD 5.43 5.43 5.43 5.43 5.43
3 LOANS & ADVANCES TO RELATED PARTIES - - - - -
4 OTHER LOANS & ADVANCES - -
KANPUR UNNAO LEATHER CLUSTER DEVELOP CO. LTD - - - - -
ADVANCES TO CUSTOMERS - - - - -
PREPAID EXPENSES - - - - -
- -
TOTAL 5.43 5.43 5.43 5.43 5.43
OTHER NON-CURRENT ASSETS 14
SECURITY WITH TELEPHONE 0.01 0.01 0.00 0.00 0.00
TOTAL 0.01 0.01 0.00 0.00 0.00
CURRENT ASSETS
A CURRENT INVESTMENTS
NO. OF SHARES AMOUNT IN RS. NO. OF SHARES AMOUNT IN RS. NO. OF SHARES AMOUNT IN RS. NO. OF SHARES AMOUNT IN RS. NO. OF SHARES AMOUNT IN RS.
INVESTMENT - - - - - - - - - -
TOTAL - - - - - - - - - -
Aggregate value of Quoted Investment - - -
Aggregate value of Unquoted Investment - - -
INVENTORIES: 15 -
(AS TAKEN,VALUED & CERTIFIED BY THE MANAGEMENT) -
1 FINISHED GOODS (AT COST) 248.87 186.16 70.51 11.50 1.34
2 WORK-IN-PROGRESS 380.31 146.80 182.80 195.19 68.88
3 RAW MATERIALS 391.68 806.56 783.77 663.32 641.12
4 TRADED GOODS 78.92 108.01 71.28 107.14 106.23
TOTAL 1,099.79 1,247.54 1,108.36 977.16 817.57
F43
TRADE RECEIVABLES: 16
(UNSECURED CONSIDERED GOOD UNLESS
OTHERWISE STATED)
A TRADE RECEIVABLES OUTSTANDING FOR A PERIOD OF -
LESS THAN SIX MONTHS FROM THE DATE THEY ARE DUE FOR PAYMENT 1,069.43 1,020.84 1,331.79 1,214.26 601.57
B TRADE RECEIVABLES OUTSTANDING FOR A PERIOD OF -
MORE THAN SIX MONTHS FROM THE DATE THEY ARE DUE FOR PAYMENT 125.38 190.52 - 137.11 92.68
-
TOTAL 1,194.81 1,211.36 1,331.79 1,351.37 694.25
CASH & CASH EQUIVALENTS : 17 0
A BALANCE WITH BANKS 0
PUNJAB NATIONAL BANK 0.21 1.43 0.21 0.17 0.17
THE J & K BANK LTD - - 0.03 46.21 52.71
STATE BANK OF INDIA (MUMBAI) 0.77 0.42 1.48 0.44 0.44
PUNJAB NATIONAL BANK (NEW DELHI A/C NO. 404-576) 0.98 0.88 0.39 0.25 0.41
PUNJAB NATIONAL BANK (NEW DELHI) 0.06 0.06 0.06 0.06 0.06
UCO BANK 0.04 0.47 0.06 0.11 0.10
CANARA BANK 2.62 6.83 6.82 8.41 -
THE J & K BANK LTD. CD 3551 0.07
THE J & K BANK LTD. CD 3123 0.48
THE J & K BANK LTD (NEW) 0.10 0.10 - 17.99 -
THE J & K BANK LTD C C 61 - 0.34 6.38 - -
THE J & K BANK LTD EEFC - 8.25 9.21 - -
THE J & K BANK LTD (GURGAON) 0.18 0.18 0.18 - -
B.G. (FDR) 31.47 70.99 92.93 86.04 18.00
Barclays Current A/c 40229520 4.61 0.06 24.57 0.54 0.10
HSBC Deposit A/C 31881442 29.99 21.77 0.28 1.39 1.97
- - - - -
(b) CHEQUES,DRAFTS ON HAND - - - - -
B CASH IN HAND 9.53 9.88 9.73 7.24 15.01
- - -
TOTAL 81.10 121.67 152.32 168.84 88.97
SHORT TERM LOANS & ADVANCES: 18 0 -
UNSECURED CONSIDERED GOOD 0 -
1 OTHER ADVANCE 31.30 18.31 - 0.67 3.58
B ADVANCE TO SUPPLIERS 99.85 89.49 41.69 38.08 55.90
- - - - -
TOTAL 131.15 107.80 41.69 38.74 59.48
OTHER CURRENT ASSETS 19
1 INPUT VAT CREDIT 9.84 23.93 25.63 62.36 25.93
2 BALANCE WITH REVENUE AUTHORITIES 62.25 46.24 33.87 16.97 10.10
3 DUTY DRAW BACK RECEIVABLES 16.15 74.58 65.11 116.71 45.41
4 SALES TAX APPEAL (2002-03) - - 0.11 0.11 0.11
5 DEMAND OF VAT (2008-09) - - - 0.50 0.50
6 DEMAND OF VAT (2011-12) - - 0.50 0.50 0.50
DEMAND OF VAT (2015-16) - - 1.35 1.35 -
TDS RECEIVABLE 1.31 1.67 1.29 - -
TDS RECEIVABLE (A.Y 2016-17) - - 0.69 - -
GST RECEIVABLE 84.70 - - - -
SELF ASST. TAX PAID 0.63 - - -
VAT ON CAPITAL GOODS RECEIVABLE (09-10) - - - - 0.42
VAT ON CAPITAL GOODS RECEIVABLE (10-11) - - - - 0.17
VAT ON CAPITAL GOODS RECEIVABLE (11-12) - - - - 0.08
VAT ON CAPITAL GOODS RECEIVABLE (12-13) - - 0.80 0.80 0.80
VAT ON CAPITAL GOODS RECEIVABLE (13-14) - - 0.97 0.97 0.97
VAT ON CAPITAL GOODS RECEIVABLE (14-15) - 0.91 0.91 0.91 -
VAT ON CAPITAL GOODS RECEIVABLE (15-16) 0.41 0.41 0.41 - -
VAT ON CAPITAL GOODS RECEIVABLE (16-17) 0.63 0.63 - - -
VAT ON CAPITAL GOODS RECEIVABLE (17-18) 0.21
MAT CREDIT ENTITEMENT ACCOUNT - - 1.63
TOTAL 175.49 148.99 133.27 201.18 84.98
F44
AKI INDIA LTD
CIN: U19201UP1994PLC016467
NOTES TO AND FORMING PART OF RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS
PARTICULARS
20 REVENUE FROM OPERATIONS
SALE OF MAUFACTURED GOODS 3,716.87 3,473.27 3,219.06 2,456.11 835.31
SALE OF TRADED GOODS 850.89 576.63 798.04 803.35 857.42
SALE OF SERVICES (TRANSFER OF IMPORT LICENCES) 36.81 54.17 7.86 42.53 29.45
- -
TOTAL 4,604.56 4,104.07 4,024.97 3,301.99 1,722.18
21 OTHER INCOME
DUTY DRAW BACK 115.73 181.33 158.34 146.75 65.00
REBATE & DISC. RECEIVED 45.63 15.61 14.07 3.21 3.69
EXCHANGE RATE DIFF. 4.71 4.06 - 9.96 10.33
EXPORT PROMOTION BUREAU 3.06 0.48 1.02 - -
EXCISE DUTY 1.30 1.66 - - -
FREIGHT RECEIVED 7.31 27.83 - - -
INSURANCE CLAIM RECD. - - - - 1.55
M.D.A 0.00 - - 8.30 4.71
ROUND OFF 0.00 0.00 0.02 - 0.01
PROFIT FROM SALE OF LAND - - - - -
OTHER INCOME (FDR INTT.) 5.08 4.44 6.64 1.39 1.10
BALANCE WRITTEN OFF 89.70 - 21.02 2.42 -
OTHER INCOME 11.21 0.17 - 3.04 -
PROFIT ON SALE OF CAR - - 0.66 -
COMMISSION 24.26 5.58 10.77 23.63 13.19
TOTAL 308.00 241.16 211.88 199.35 99.57
22 COST OF MATERIAL CONSUMED
A. RAW MATERIALS
OPENING STOCK 806.56 783.77 663.32 641.12 183.94
ADD: PURCHASES 2,651.13 2,741.12 2,826.97 2,231.65 1,084.62
3,457.69 3,524.89 3,490.30 2,872.78 1,268.55
LESS: CLOSING STOCK 391.68 806.56 783.77 663.32 641.12
(A) 3,066.00 2,718.33 2,706.52 2,209.45 627.43
B. STORES & SPARES
OPENING STOCK - - - - -
ADD: PURCHASES - - - - -
- - - - -
LESS: CLOSING STOCK - - - - -
(B) - - - - -
TOTAL 3,066.00 2,718.33 2,706.52 2,209.45 627.43
23 PURCHASE OF STOCK-IN-TRADE
1 PURCHASE OF TRADED GOODS (CHEMICAL) 908.68 754.99 666.89 721.60 735.75
(Rupees in Lacs)
RS. RS.RS. RS.
31ST MARCH 2014
AMOUNT
NOTE 31ST MARCH 2016
AMOUNT
NO. RS.
31ST MARCH 2015
AMOUNT
31ST MARCH 2017
AMOUNT
31ST MARCH 2018
AMOUNT
F45
-
908.68 754.99 666.89 721.60 735.75
24 CHANGES IN INVENTORIES
STOCK-IN-TRADE
(A). FINISHED GOODS
AT THE END OF THE ACCOUNTING PERIOD 248.87 186.16 70.51 11.50 1.34
AT THE BEGINNING OF THE ACCOUNTING PERIOD 186.16 70.51 11.50 1.34 10.84
(A) (62.71) (115.64) (59.01) (10.16) 9.50
(B). WORK IN PROGRESS -
AT THE END OF THE ACCOUNTING PERIOD 380.31 146.80 182.80 195.19 68.88
AT THE BEGINNING OF THE ACCOUNTING PERIOD 146.80 182.80 195.19 68.88 11.45
(233.51) 35.99 12.40 (126.32) (57.42)
(C). STOCK IN TRADE
AT THE END OF THE ACCOUNTING PERIOD 78.92 108.01 71.28 107.14 106.23
AT THE BEGINNING OF THE ACCOUNTING PERIOD 108.01 71.28 107.14 106.23 100.70
29.09 (36.74) 35.87 (0.91) (5.53)
TOTAL (267.13) (116.39) (10.75) (137.39) (53.45)
25 EMPLOYMENT BENEFIT EXPENSE
SALARIES & WAGES 127.64 106.63 90.30 86.15 58.68
STAFF WELFARE EXPENSES 1.81 1.41 1.84 0.97 1.68
DIRECTORS REMUNERATION 40.32 45.00 51.90 51.80 19.30
EPF & ESIC EXPENSES 3.59 5.02 2.47 - -
BONUS 3.91 1.09 1.07 2.04 3.30
EMPLOYERS NI 0.28
TRAVEL & SUBSISTENCE 0.56 0.70 0.91 1.53 2.74
-
TOTAL 177.82 159.84 148.50 142.49 85.98
26 DEPRECIATION AND AMORTIZATION EXPENSE
DEPRECIATION 115.96 139.85 139.43 137.67 27.08
MISCELLANEOUS EXPENSES WRITTEN OFF - - - - -
TOTAL 115.96 139.85 139.43 137.67 27.08
27 FINANCIAL COST
1 INTEREST EXPENSES 83.11 112.20 156.29 159.18 36.96
OTHER BORROWING COST 51.04 58.54 2.50 0.49 19.29
TOTAL 134.15 170.75 158.79 159.67 56.25
28 OTHER EXPENSES:
(A) DIRECT/PRODUCTION EXPENSES
1 POWER & FUEL 59.87 75.60 49.00 41.35 23.59
2 FREIGHT & CARRIAGE 79.35 74.12 31.97 33.10 35.94
FABRICATION CHARGES 103.35 22.64 22.12 24.43 37.96
JOB WORK PAID 24.27 4.34 7.68 10.27 10.60
F46
MANUFACTURING EXPENSES - 49.28 37.08 46.40 48.89
CUSTOM DUTY - - - - 0.52
CONSUMABLE GOODS - - 11.52 - -
IMPORT EXPENSES 2.27 - - -
TOTAL (A) 269.10 225.98 159.37 155.56 157.50
(B) ADMINISTRATIVE, DISTRIBUTION & SELLING EXPENSES
ACCOUNTING FEE 2.56 2.63 1.59 1.93 1.29
ADVERTISEMENT & SALES PROMOTION EXPENSES - (1.08) 0.22 1.23 1.44
AUDIT FEES 0.50 0.40 0.40 0.40 0.40
BOOKS, PAPERS & PERIODECALS 0.03 0.04 0.04 0.04
BUSINESS PROMOTION/EXPORT PROMOTION 1.38 0.34 1.38 2.29 1.75
BAD DEBTS - 1.64 17.28
CLEARING & FORWARDING EXPENSES 61.97 53.78 46.57 38.47 20.88
C.L.E. EXPENSES 1.64 4.43 9.42 2.80 9.26
C.L.R.I. EXPENSES - - 0.70 0.04 0.09
COMMISSION EXPENSES 92.94 59.16 80.47 16.24 -
CONVEYANCE 6.62 4.66 1.69 1.67 2.59
CONSULTANCY CHARGES - 0.47 - - -
CERTIFICATION CHARGES 0.04 0.28 1.00 0.61 0.64
COMPUTER MAINTANANCE 1.04 0.70 1.88 0.60 0.46
DONATION - 0.01 0.09 - 0.60
DAMERAGE CHARGES 1.68 1.73 - - -
DGFT EXPENSES - - - -
DRAWBACK CLEARING EXPENSES - - - -
ECGC & EPCG CHARGES 4.84 3.65 5.76 4.11 1.80
EQUIPMENT EXPENSES 0.19 0.07 0.09 1.28
ELECTRICAL EXPENSES 0.92 3.24 3.09 9.23 0.80
EDUCATION GRANT EXPENSES - - - 0.36 -
EXCHANGE RATE DIFFERENCE - 16.24 - -
EXHIBITION 0.35 0.75
FOCUS LICENSE EXPENSES 2.40 1.13 - -
FREIGHT & CARRIAGE OUTWARD 14.68 10.20 5.15 9.38 11.55
GODOWN RENT - - 1.20 1.20 -
CUSTOM DUTY EXPENSES (MOT) 0.34 15.29 0.10 - -
GOVT. FEE 0.47 0.09 - 2.68 -
GST EXPENSES 31.49 - - - -
LICENCE CHARGES - - - 2.50 1.81
INTEREST ON TDS 0.01 0.14 0.03 - -
INTEREST ON INCOME TAX 0.83
ISO EXPENSES 7.67 - - - -
INSURANCE CHARGES 7.56 6.05 7.50 6.37 2.51
LEGAL & PROFESSIONAL CHARGES 2.71 1.53 0.95 5.44 38.28
LOADING & UNLOADING EXPENSES 2.70 3.16 2.31 6.53 0.59
LOSS ON SALE OF CAR 2.20 - - - -
MARRIAGE GRANT EXP. - - - 0.44 -
MEDICAL EXPENSES 0.45 2.05 0.22 -
MEMBERSHIP & SUBSCRIPTION 0.24 1.73 0.11 0.19 0.06
MISCELLANEOUS/ GENERAL EXPENSES 1.42 0.72 1.11 4.31 1.56
OFFICE MAINTANANCE CHARGES 0.31 - 1.39 1.42 0.59
POLLUTION EXPENSES 1.98 1.57 6.87 4.73 3.91
PRINTING & STATIONERY 1.12 1.24 1.15 0.71 0.71
POSTAGE AND COURIER CHARGES 2.51 1.85 4.75 2.27 3.47
F47
PENALTIES & FINES 0.37
SHARE ISSUE EXPENSES - - - -
SUBSCRIPTION 1.23 0.46 0.12 0.50 1.13
RATES & TAXES 1.70
RENT - (0.89) 0 1.10 7.25
REPAIRS & MAINTANANCE - PLANT & MACHINERY 34.69 29.43 13.10 9.31 4.68
REPAIRS & MAINTANANCE - GENERATOR 0.74 0.93 1.18 2.79 0.87
REPAIRS & MAINTANANCE - BUILDING 4.90 0.73 1.06 0 -
REPAIRS & MAINTANANCE - OFFICE - 0.35 - 0 -
ROC FEES 5.44 0.15 0.33 0.26 -
ROUND OFF 0.00 0.01 0.00 0.05 0.00
SALES TAX EXPENSES - - 0.08 0.27 0.19
SAMPLE CHARGES 0.30 0.20 0.32 2.08 0.26
SERVICE TAX 2.98 3.44 2.13 4.96 3.76
SOCIAL RESPONSIBILITY 0.70 0.03 0.31 0.64 -
SUNDRY DEBTORS WRITTEN OFF 0.36 0.81 2.65 - -
TELEPHONE/ INTERNET/ TELEX EXPS 2.72 2.47 1.95 2.16 1.83
TRAVELLING & TRADE FAIR EXP 22.18 28.24 4.98 7.00 7.12
TRADE FAIR EXP. 1.06 - - 3.54 11.04
TRADE FAIR TOUR EXP. 8.27 8.32 10.27 5.26 -
REBATE & DISCOUNT 1.14 6.97 0.20 - 0.57
DIES & MOULDS 0.48 0.16 0.28 0.08 0.07
TESTING FEE 1.08 1.34 0.09 0.04 0.29
TRADE TAX EXPENSES - 0.04 - - -
HOUSE TAX & WATER TAX - 0.24 0.26 0.22
VEHICLE RUNNING & MAINTANANCE 3.65 7.30 9.53 10.29 7.26
PROFESSIONAL FEES - - - - -
BANK CHARGES - - - - -
DEMAT EXPENSES - - - - -
INSURANCE EXPENSES - - - - -
TRADE MARK REGISTRATION - - - - -
LOSS ON SALE OF SHARES - -
TOTAL (B) 348.54 272.16 257.17 179.12 172.21
TOTAL (A+B) 617.64 498.14 416.54 334.68 329.72
29 EARNINGS PER SHARE (EPS)
Net Profit After Taxation (in `) 110.71 10.56 16.65 (108.07) 1.95
No. of Equity Shares 74.97 15.00 15.00 15.00 15.00
Weighted average number of Equity Shares 74.97 19.81 - - 8.72
- - - - -
74.97 19.81 15.00 15.00 8.72
Nominal Value of Shares (in Rupees`) 10.00 10.00 10.00 10.00 10.00
Basic Earnings Per Share (in Rupees`) 1.48 0.53 1.11 (7.20) 0.22
Diluted Earnings Per Share (in Rupees`) 1.48 0.53 1.11 (7.20) 0.22
Add: Dilutive Potential Equity Shares
No. of Equity Shares for Dilutive EPS
The calculation of Earning Per Share (EPS) has been made in accordance with Accounting Standard - 20. A statement on calculation of Basic and Diluted EPS is as under :
F48
25
25.1
A
B
C
D
E Cash Flow Statement
F
G
H
I
Finished and Semi-Finished products produced and purchased by the Company are carried at lower of cost and net realisable value after providing for obsolescence, if any.
Work-in-progress is carried at lower of cost and net realisable value.
Stock of raw materials, stores, spare parts and packing materials are valued at lower of cost less CENVAT Credit/ VAT availed or net realisable value.
Cost of inventories comprises all costs of purchase, cost of conversion and other costs incurred in bringing them to their respective present location and condition.
Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less.
The Consolidated financial statements have been prepared on an accrual basis except as otherwise stated.
All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based
on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company ascertains its operating cycle for the purpose of
current/non-current classification of assets and liabilities.
Presentation and disclosure of Consolidated financial statements
The company followed Schedule III notified under the Companies Act 2013, for preparation and presentation of its Consolidated financial statements. The adoption of Schedule III does not impact
recognition and measurement principles followed for preparation of Consolidated financial statements. However, it has significant impact on presentation and disclosures made in the Consolidated
financial statements.
The Schedule III allows line items, sub-line items and sub-totals to be presented as an addition or substitution on the face of the Consolidated financial statements when such presentation is relevant
to an understanding of the company's Consolidated financial position or performance or to cater to industry/sector-specific disclosure requirements.
Use Of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon
management’s best knowledge of current events and actions, actual results could differ from these estimates.
Cash and cash equivalents
The accounting policies adopted in the preparation of Consolidated financial statements are consistent with those of previous year.
AKI INDIA LTD
NOTES TO AND FORMING PART OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS
CORPORATE INFORMATION
The Company was originally incorporated as AKI Leather Industries Private Limited on May 16, 1994 as a private limited company under the Companies Act, 1956 with the Registrar of
Companies, Kanpur Uttar Pradesh. Pursuant to a special resolution passed by the shareholders of the Company at the Extra Ordinary General Meeting held on March 18, 2006, the Company’s name
was changed to AKI India Private Limited vide fresh certificate of incorporation consequent on change of name dated April 03, 2006 issued by RoC, Uttar Pradesh & Uttaranchal. Thereafter, the
Company was converted from Private Limited to Public Company. A fresh certificate of incorporation consequent upon change of name was issued on May 29, 2017 by the Registrar of Companies,
Kanpur. The Corporate Identification Number of the Company is U19201UP1994PLC016467
SIGNIFICANT ACCOUNTING POLICIES & NOTES :
Basis Of Preparation of Financial Statements
The Consolidated restated summary statement of assets and liabilities of the Company as at March 31, 2018, March 31, 2017, March 31, 2016, March 31, 2015 and March 31, 2014 and the related
Consolidated restated summary statement of profits and loss and Consolidated cash flows for the years ended March 31, 2018, March 31, 2017, March 31, 2016, March 31, 2015 and March 31,
2014 have been compiled by the management from the audited financial statements of the Company and its subsidiary AKI UK Ltd, incorporated in UK for the period/years ended on March 31,
2018, March 31, 2017, March 31, 2016, March 31, 2015 and March 31, 2014 approved by the Board of Directors of the Company. Consolidated Restated Summary Statements have been prepared
to comply in all material respects with the provisions of Part I of Chapter III of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014, Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the SEBI Guidelines) issued by SEBI and Guidance note on Reports in Companies Prospectus
(Revised). Consolidated Restated Summary Statements have been prepared specifically for inclusion in the offer document to be filed by the Company with the BSE SME in connection with its
proposed Initial public offering of equity shares. The Company's management has recast the financial statements in the form required by Schedule III of the Companies Act, 2013 for the purpose of
Consolidated Restated Summary Statements.
CIN: U19201UP1994PLC016467
Cash flow statement has been prepared as per requirements of Accounting Standard - 3. Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of
transactions of non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows.
Cash flows from operating, investing and financing activities of the Company are segregated, accordingly.
Liability for excise duty in respect of goods manufactured by the Company is accounted upon removal of goods from the factory.
Accounting for Taxes on Income
Current Tax :-
Provision for current tax is made after taken into consideration benefits admissible under the provisions of the Income Tax Act, 1961.
Deferred Taxes :-
Deferred Income Tax is provided using the liability method on all temporary difference at the balance sheet date between the tax basis of assets and liabilities and their carrying amount for financial
reporting purposes.
1. Deferred Tax Assets are recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available in the future against which this items can be
utilized.
2. Deferred Tax Assets and liabilities are measured at the tax rates that are expected to apply to the period when the assets is realized or the liability is settled, based on tax rates (and the tax) that
have been enacted or enacted subsequent to the balance sheet date.
Investments
Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as Current Investments.All other
investments are classified as Long Term Investments.
On initial recognition, all investments are measured at cost.The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties.
Both current investments and long term investments are carried in the financial statements at cost.
On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of profit and loss.
Current Assets, Loans & Advances
In the opinion of the Board and to the best of its knowledge and belief the value on realisation of current assets in the ordinary course of business would not be less than the amount at which they are
stated in the Balance Sheet and repayable on demand.
Inventories
F49
AKI INDIA LTD
NOTES TO AND FORMING PART OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS
CIN: U19201UP1994PLC016467
J
Depreciation
K Impairment of Assets
L
M Accounting for effects of changes in foreign exchange rates
N Accounting for Government Grants
OAccounting for Investments
P Employees Retirement Benefit Plan
Q Borrowing Cost
R
S
T Contingencies and Events Occurring After the Balance Sheet Date
Depreciation has been provided as per Written Down Value (WDV) Method at the rates and manner, specified in Schedule XIV to the Companies Act, 1956 for the year ending on 31st March 2014
and it is provided as per the useful life prescribed under schedule II of the Companies Act, 2013 on single shift for the year/ period ending on 31st March, 2015, 31st March 2016, 31st March 2017
and March 31, 2018 till the residual value of the asset is reduced equal to 5% of the original cost.
Pro Rata Basis to result in a more appropriate preparation or presentation of the financial statements. In respect of assets added/sold during the period/year, pro-rata depreciation has been provided at
the rates prescribed under Schedule II.
Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of
resources.
Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets are neither recognised nor disclosed in the financial statements.
Provision, Contingent Liabilities and Contingent Assets
Property, Plant and Equipment
Tangible assets
Property, plant and equipment are stated at cost net of recoverable taxes, trade discounts and rebates and include amounts added on revaluation (if any), less accumulated depreciation and
impairment loss, if any. Cost comprises its purchase price, borrowing cost and any cost attributable to bringing the asset to its working condition for its intended use, net charges on foreign exchange
contracts and adjustments arising from exchange rate variations attributable to the assets.
An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss is charged to the Profit & Loss Account in the year in which an asset is identified as
impaired. The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.
Revenue Recognition
Sale of goods and Services are recognized at the point of dispatch of goods to customers, sales are exclusive of Sales tax, Vat and Freight Charges if any. The revenue and expenditure are accounted
on a going concern basis. Sale of Services are recognized at the point of provision of services.
Interest Income is Recognized on a time proportion basis taking into account the amount outstanding and the rate applicable i.e. on the basis of matching concept. Dividend from investments in
shares / units is recognized when the company receives it, if any.
Other items of Income are accounted as and when the right to receive arises.
Earning Per Shares
The Company reports Basic and Diluted earnings per equity share in accordance with the Accounting Standard - 20 on Earning Per Share. In determining earning per share, the Company considers
the net profit after tax and includes the post tax effect of any extraordinary/exceptional items. The number of shares used in computing basic earning per share is the weighted avergae number of
equity shares outstanding during the period. The numbers of shares used in computing diluted earning per share comprises the weighted average number of equity shares that would have been issued
on the conversion of all potential equity shares. Dilutive potential equity shares have been deemed converted as of the beginning of the period, unless issued at a later date.
Subsequent expenditures related to an item of property, plant and equipment are added to its book value if and only if, it is probable that future economic benefits associated with the item will flow
to the enterprise and the cost of the item can be measured reliably.
Capital work in‐progress represents expenditure incurred in respect of assets which are yet to be brought to it working condition for its intended use and are carried at cost. Cost includes related
acquisition expenses, construction or development cost, borrowing costs capitalised and other direct expenditure.
Effects of, events occurred after Balance Sheet date and having material effect on financial statements are reflected where ever required.
All transactions in foreign currency are recorded at the rates of exchange prevailing at the date of transaction. Any gain/ loss on account of the fluctuation in the rate of exchange is recognized in the
statement of Profit and Loss.
Monetary items in the form of Loans, Current Assets and Current Liabilities in foreign currencies outstanding at the close of the year are converted in Indian currency at the appropriate rates of
exchange prevailing on the date of Balance Sheet. Resultant gain or loss on account of the fluctuation in the rate of exchange is recognized in the statement of Profit and Loss.
In respect of Forward Exchange contracts entered into to hedge foreign currency risks, the difference between the forward rate and the exchange rate at the inception of the contract is recognized as
income or expense over the life of the contract. Further, the exchange differences arising on such contracts are recognized as income or assets/liabilities.
Capital subsidy receivable specific to fixed assets is treated as per accounting standard 12 and other revenue grants is recorded as revenue items.
Investments are classified in Long-term. Long term Investments are valued at cost.
a. Provident Fund:-
Provident fund is a defined contribution scheme as the company pays fixed contribution at predetermined rates. The obligation of the company is limited to such fixed contribution. The
contributions are charged to Profit & Loss A/c.
b. Leave Encashment:-
The Management has decided to apply pay-as-you-go method for payment of leave encashment. So amount of leave encashment will be accounted in the Profit & Loss A/c in the financial year in
which the employee retires and provision will not be made on yearly basis.
c. Provision for Gratuity:-
As per Accounting Standard- 15 (Employee Benefits) issued by the Institute of Chartered Accountants of India, Company is required to assess its gratuity liability each year on the basis of actuarial
valuation and make provision for gratuity liability. However, company has not provided for gratuity liability in the financial statement and has not taken any actuarial valuation report. So same have
been not provided in financial statements.
Borrowing costs directly attributable to the acquisition of qualifying assets are capitalized till the same is ready for its intended use. A qualifying asset is one that necessarily takes substantial period
of time to get ready for intended use. All other borrowing cost is charged to revenue.
F50
AKI INDIA LTD
NOTES TO AND FORMING PART OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS
CIN: U19201UP1994PLC016467
UNet Profit or loss for the period, prior period items and changes in accounting policies
V Changes in Accounting Policies in the period/ years covered in the restated financials
W. Foreign currency Transaction
. Initial Recognition
. Conversion
Exchange Differences
X Notes on accounts as restated
AUDITOR'S REPORT
SIGNED IN TERMS OF OUR SEPARATE
REPORT OF EVEN DATE.
FOR GUPTA AGARWAL & ASSOCIATES
- CHARTERED ACCOUNTANTS
MANAGING DIRECTOR DIRECTOR FRN: 329001E
-
(J.S.Gupta)
Partner
PLACE: KOLKATA Membership No.059535
DATED:
There are no changes in significant accounting policies for the period/ years covered in he restated financials except the change in depreciation method, which was previously followed under WDV
method of Income Tax Act only, now it has been changed to Companies Act.
The financial statements including financial information have been reworked, regrouped, and reclassified wherever considered appropriate to comply with the same. As result of these regroupings
and adjustments, the amount reported in financial statements/ information may not be necessarily same as those appearing in the respective audited financial statements for the relevant period/years.
Credit and Debit balances of unsecured loans, sundry creditors, sundry Debtors, loans and Advances are subject to confirmation and therefore the effect of the same on profit could not be
ascertained.
The current maturities of the Secured Long Term Borrowings have been correctly reclassified Current maturities of Long Term Debt (which is shown in other Current Liabilities) and Long Term
Borrowings.
Trade payables can not be segregated with "Due to MSME" and "Due to other than MSME" as data regarding the not available with the company.
Foreign currency transactions are recorded in the reporting currency by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date
of the transaction.
Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the
exchange rate at the date of the transaction; non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that
existed when the values were determined.
Exchange differences arising on the settlement of monetary items or on reporting company's monetary items at rates different from those at which they were initially recorded during the
year/period, or reported in previous financial statements, are recognised as income or as expenses in the year/period in which they arise except those arising from investments in non-integral
operations.
Material items of prior period, non-recurring and extra ordinary items are shown separately, If any.
F51
AKI INDIA LTD
CIN: U19201UP1994PLC016467
NOTES TO AND FORMING PART OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS
X CONTINGENT LIABILITIES
The company had a Bank Guarantee from J&K Bank which is expired but till lien on FD not released.
Y FOREIGN CURRENCY EXPOSURE
1) Details of earnings in foreign exchange
For the year ended
31st March, 2018
For the year ended
31st March, 2017
For the year ended
31st March, 2016
For the period ended
31st March, 2015
For the period ended
31st March, 2014
Export of goods calculated on FOB Basis 26,25,99,000.00 27,77,61,000.00 25,54,90,000.00 21,26,44,000.00 -
- - -
Total 26,25,99,000.00 27,77,61,000.00 25,54,90,000.00 21,26,44,000.00 -
2) Details of expenditure in foreign exchange For the year ended
31st March, 2018
For the year ended
31st March, 2017
For the year ended
31st March, 2016
For the period ended
31st March, 2015
For the period ended
31st March, 2014
Import of goods calculated on CIF Basis
(i) Raw Material 33,32,184.32 20,94,913.00 3,47,971.00 24,05,042.00
(ii) Component and spare parts 16,14,193.00 3,94,410.00 6,61,850.00 7,98,376.00
(iii) Capital Goods 67,50,000.00 - - 1,25,79,791.00
Expenditure on account of:
Royalty
Know how
Professional & Consultancy fees
Interest 59,07,046.00 85,11,323.00 24,06,617.00
Other matters 92,00,399.00
Dividend Paid -
- - -
2,08,96,776.32 83,96,369.00 95,21,144.00 1,81,89,826.00 -
Z MANAGERIAL REMUNERATION
For the year ended
31st March, 2018
For the year ended
31st March, 2017
For the year ended
31st March, 2016
For the period ended
31st March, 2015
For the period ended
31st March, 2014
Director Remuneration - Asad Kamal Iraqi 4,12,000.00 12,00,000.00 12,00,000.00 12,00,000.00 3,00,000.00
Director Remuneration - Anwar Kamal Iraqi 12,00,000.00 6,00,000.00 6,00,000.00 6,00,000.00 2,40,000.00
Director Remuneration - Osama Anwar 9,00,000.00 9,00,000.00 9,00,000.00 9,00,000.00 2,40,000.00
Director Remuneration - Samina Asad Iraqi 9,00,000.00 9,00,000.00 9,00,000.00 9,00,000.00 2,40,000.00
Director Remuneration - Saleha Khatoon 6,19,000.00 9,00,000.00 9,00,000.00 9,00,000.00 2,40,000.00
Total 40,31,000.00 45,00,000.00 45,00,000.00 45,00,000.00 12,60,000.00
AA RELATED PARTY DISCLOSURES
(a) List of Related Parties
Name of related parties with whom transactions
have taken place during the year:
(i) Key Management Personnel
Asad kamal Iraqi
Anwar kamal Iraqi
Osama Anwar
Samina Asad Iraqi
Saleha Khatoon
(ii) Enterprise where control exists
AKI UK LTD - 100% Subsidy
(iii)
AKI International
(b) Transactions with Related Parties
Particulars
For the year ended
31st March, 2018
For the year ended
31st March, 2017
For the year ended
31st March, 2016
For the year ended
31st March, 2015
For the year ended
31st March, 2014
Reimbursement of ROC Filing Fees
Asad kamal Iraqi - - -
Anwar kamal Iraqi - - -
Osama Anwar - - -
Samina Asad Iraqi - - -
Saleha Khatoon - - -
Car Rent Paid
Telephone Expenses Paid
Preliminary Expenses Paid
Computer Expenses Payable
Loan Taken
Anwar Kamal Iraqi 3,00,000.00 55,50,000.00 13,50,000.00 5,95,000.00 -
Asad Kamal Iraqi 17,00,000.00 1,45,30,000.00 91,82,832.00 - -
Samina Asad Iraqi 31,000.00 5,50,000.00 3,00,000.00 3,00,000.00 46,42,092.00
Osama Anwar 1,70,000.00 9,00,000.00 - - -
Saleha Khatoon 3,10,000.00 16,50,000.00 - 1,25,000.00 11,90,000.00
Detail of payments and provisions on account of remuneration to managerial personnel is as under:
Key Mgm. Personnel and Relative of Key Management Personnel
Enterprise in which Key Managerial
personnel and Relatives of Key
Management Personnel
F52
AKI INDIA LTD
CIN: U19201UP1994PLC016467
NOTES TO AND FORMING PART OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS
Loan Repaid
Anwar Kamal Iraqi 3,00,000.00 62,00,000.00 12,87,900.00 12,100.00
Asad Kamal Iraqi 21,60,000.00 1,93,00,200.00 17,16,293.00 -
Samina Asad Iraqi 2,90,000.00 11,37,900.00 12,100.00 47,05,592.00
Osama Anwar 7,70,000.00 3,00,000.00 - 1,51,764.00
Saleha Khatoon 13,10,000.00 6,50,000.00 12,100.00 12,74,500.00
Loan Given
Anwar Kamal Iraqi 13,37,906.00
Asad Kamal Iraqi 10,52,412.00 12,40,312.00
Samina Asad Iraqi
Osama Anwar
Saleha Khatoon
Loan Recovered
Anwar Kamal Iraqi 13,37,906.00
Asad Kamal Iraqi 12,40,312.00
Samina Asad Iraqi
Osama Anwar
Saleha Khatoon
Investment Made
AKI UK LTD - - -
(125000 shares @ Rs. 73.45 Each) 1,00,11,247.00 91,81,247.00 91,81,247.00 91,81,247.00 91,81,247.00
(10000 shares @ Rs. 83 Each) - - -
- - -
BALANCES AT THE YEAR END - - -
- - -
Payable - - -
Anwar Kamal Iraqi - - - 5,82,900.00 -
Asad Kamal Iraqi 2,54,999.00 - - - -
Samina Asad Iraqi 62,270.00 - - 2,87,900.00 -
Osama Anwar 62,270.00 6,00,000.00 - - -
Saleha Khatoon - 10,00,000.00 - 1,12,900.00 -
Receivable
Anwar Kamal Iraqi - - - -
Asad Kamal Iraqi - - 10,52,412.00 -
Samina Asad Iraqi - - - -
Osama Anwar - - - -
Saleha Khatoon - - - -
(c) List of Holding, Subsidiary and Associate company
- Holding Company The Company does not have any holding company
- Subsidiary Company AKI UK LTD
- Associate Company The Company does not have any associate company
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
-
MANAGING DIRECTOR DIRECTOR
-
PLACE: KOLKATA
DATED:
F53
CONSOLIDATED STATEMENT OF TAX SHELTERS AS RESTATED
Particulars
2018 2017 2016 2015 2014
Restated Profit before tax as per books (A) 159.44 19.74 10.93 (116.10) 12.99
Adjustment of profi/losst from foreign subsidiary (8.49) 4.54 (2.40) 44.62 11.00
Restated Profit before tax as per books (A) 150.95 24.28 8.53 (71.48) 23.99
Tax Rates
Income Tax Rate (%) 25.75% 30.90% 30.90% 30.90% 30.90%
Minimum Alternate Tax Rate (%) 19.06% 19.06% 19.06% 19.06% 19.06%
Short Term Capital Gain Rate (%) 15.45% 15.45% 15.45% 15.45% 15.45%
Adjustments :
Income considered separately 2.20 - - - -
Profit on Sale of Land in F.Y. 2012-13 Rs. 8,82,653
Loss on Sale of Car in F.Y. 2017-18 Rs. 2,19,989
Total Income considered separately (B) 2.20 - - - -
Timing Differences (C)
Book Depreciation 115.58 139.37 139.17 137.54 26.88
Income Tax Depreciation Allowance 95.47 116.47 120.65 111.55 24.03
Effects of Other Allowance/Disallowance - - - - -
Total Timing Differences (C) 20.11 22.90 18.52 25.98 2.85
Net Adjustments D = (B+C) 20.11 22.90 18.52 25.98 2.85
Tax expense / (saving) thereon 5.18 7.08 5.72 8.03 0.88
Income from Capital Gains (E) 2.20 - - - -
Income from Other Sources
Interest Income - - - - -
Total Income from Other Sources (F) - - - - -
Unabsorbed Depreciation/ Business Loss of P.Y. Brought Forward & Adjusted (G) - (0.00) (27.09) - -
Expenses disallowed/ Other Disallowances under the Income Tax Act (H)
Interest on TDS 0.01 0.14 0.03 - -
Taxable Income/(Loss) (A+D+E+F+G+H) 173.27 47.31 (0.00) (45.49) 26.83
Income Tax on above 44.62 14.62 (0.00) - 8.29
MAT on Book Profit 28.76 4.63 1.62 - 4.57
Tax paid as per normal or MAT Normal Normal MAT MAT Normal
For the year ended March 31,
(RUPEES IN LACS)
F54
DETAILS OF SIGNIFICANT ACCOUNTING RATIOS AS RESTATED
(RUPEES IN LACS)
PARTICULARS FIGURES AS AT THE END OFFIGURES AS AT THE END OF FIGURES AS AT THE END OFFIGURES AS AT THE END OFFIGURES AS AT THE END OF
31ST MARCH 2018 31ST MARCH, 2017 31ST MARCH, 2016 31ST MARCH, 2015 31ST MARCH, 2014
Restated PAT as per P& L Account 110.71 10.56 16.65 (108.07) 1.95
Weighted Average Number of Equity Shares at the end of the Year 74.97 19.81 15.00 15.00 8.72
Weighted Average Number of Equity Shares at the end of the Year after
considering the effect of Bonus 99.96 44.80 39.99 39.99 33.71
No. of shares outstanding at the end of the year 49.98 15.00 15.00 15.00 15.00
Number of Equity Shares at the end of the Year after considering the effect
of Bonus 74.97 39.99 39.99 39.99 39.99
Net Worth 724.57 609.53 248.78 233.20 343.18
Earnings Per Share
Basic & Diluted (Rs.) 1.48 0.53 1.11 (7.20) 0.22
Basic & Diluted (Rs.) after considering the effect of Bonus 1.11 0.24 0.42 (2.70) 0.06
Return on Net Worth (%) 15.28% 1.73% 6.69% -46.34% 0.57%
Net Asset Value Per Share (Rs.) 14.50 40.64 16.59 15.55 22.88
Net Asset Value Per Share after bonus (Rs.) 9.66 15.24 6.22 5.83 8.58
Nominal Value per Equity share (Rs.) 10.00 10.00 10.00 10.00 10.00
Ratios have been calculated as below
Restated Profit after Tax available to equity Shareholders
Weighted Average Number of Equity Shares at the end of the year
Restated Profit after Tax available to equity Shareholders
Restated Net Worth of Equity Shareholders
Restated Net Worth of Equity Shareholders
Number of Equity Shares outstanding at the end of the yearNet Asset Value per equity share (Rs.) =
Basic and Diluted Earnings Per Share (EPS) (Rs.) =
Return on Net Worth (%) =
F55
Reconciliation of Restated Profit After Tax:
(AMOUNT IN LACS)
Adjustments for 2017-18 2016-17 2015-16 2014-15 2013-14 2012-13
Net profit/(Loss) after Tax as per Audited Profit &
Loss Account 83.51 147.51 (44.78) (27.10) 5.68 23.09
Adjustments for:
Adjustment of Profit/Loss on sale of Fixed Assets 0.78 - - 8.83
Changes in depreciation 26.66 (28.33) (41.27) (102.35) (8.26) (7.13)
Changes in innventory 3.12 (1.44) 2.11 (6.71) 5.48
Deferred Tax Liability / Asset Adjustment 13.16 (115.68) 80.96 13.14 0.88 0.49
Adjustment of Foreign Exchange Diff. Income (2.23)
Interest on Income Tax (0.83)
Taxes adjusted in Current period (13.46) 10.12 18.00 14.96 (1.83) 3.63
MAT credit entitlement - (1.63) 1.63 - - -
Net Profit/ (Loss) After Tax as Restated 110.71 10.55 16.65 (108.06) 1.95 28.91
110.71 10.56 16.65 (108.07) 1.95 28.90
0.01 0.01- 0.00- 0.00 0.00 0.00
Explanatory notes to the above restatements made in the audited consolidated financial statements of the
Company for the respective years/ period.
Adjustments having impact on Profit
Adjustments having no impact on Profit:
Material Regrouping
Depreciation for period upto March 31, 2018 has been recalculated in accordance with prevailing rates as per WDV
method.
There is change in deferred tax (liability)/ asset as per audited financial statements and as per restated statements as
the deferred tax is recalculated on account of changes in depreciation.
Income tax has been adjusted based on restated profits and as per return of income filed for respective years.
MAT credit entitlement has also been recognised in restated financial statements.
Appropriate adjustments have been made in the restated financial statements, wherever required, by reclassification
of the corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the
groupings as per the audited financials of the Company for all the years and the requirements of the SEBI (ICDR)
Regulations, 2009.
F56
Consolidated Capitalisation Statement as at March, 2018
Particulars Pre Issue Post Issue
Borrowings
Short term debt (A) 1,098.00 [●]
Long Term Debt (B) 670.48 [●]
Total debts (C) 1,768.48 [●]
Shareholders’ funds
Equity share capital 749.70 [●]
Reserve and surplus - as restated 25.13- [●]
Total shareholders’ funds 724.57 [●]
Long term debt / shareholders funds 0.93 [●]
Total debt / shareholders funds 2.44 [●]
Notes:
1. The figures disclosed above are based on restated consolidated statement of Assets
and Liabilities of the Company as at March 31, 2018.
2. For post issue Capitalization calculation will be done considering the allotment of
shares in the IPO. Accordingly the figures of post issue of equity share capital and
reserves & surplus has been adjusted.
(RUPEES IN LACS)
F57
Details of Other Income as Restated
(RUPEES IN LACS)
ParticularsFor the Year
Ended March 31,
For the Year
Ended March 31,
For the Year
Ended March 31,
For the Year
Ended March 31,
For the Year Ended
March 31, 2014
Other income 308.00 241.16 211.88 199.35 99.57
Net Profit Before Tax as Restated 159.44 19.74 10.93 (116.10) 12.99
Percentage (%) 193.18% 1221.99% 1939.06% -171.71% 766.70%
Source of Income
ParticularsFor the Year
Ended March 31,
For the Year
Ended March 31,
For the Year
Ended March 31,
For the Year
Ended March 31,
For the Year Ended
March 31, 2014Nature
DUTY DRAW BACK 115.73 181.33 158.34 146.75 65.00 Recurring and related to business
activity.
EXCHANGE RATE DIFF. 4.71 4.06 - 9.96 10.33 Recurring and related to business
activity.
REBATE & DISCOUNT RECEIVED 45.63 15.61 14.07 3.21 3.69 Recurring and related to business
activity.
ROUND OFF 0.00 0.00 0.02 - 0.01 Recurring and related to business
activity.
FDR INTEREST 5.08 4.44 6.64 1.39 1.10 Recurring and not related to
business activity.
BALANCES WRITTEN OFF 89.70 - 21.02 2.42 - Recurring and related to business
activity.
EXPORT PROMOTIONAL BUREAU 3.06 0.48 1.02 - - Non recurring and related to
business activity.
MDA 0.00 - - 8.30 4.71 Recurring and related to business
activity.
INSURANCE CLAIM RECD. - - - - 1.55 Non recurring and not related to
business activity.
EXCISE DUTY 1.30 1.66 - - - Non recurring and related to
business activity.
FREIGHT RECEIVED 7.31 27.83 - - - Recurring and related to business
activity.
PROFIT FROM SALE OF CAR - - - 0.66 - Non recurring and not related to
business activity.
COMMISSION 24.26 5.58 10.77 23.63 13.19 Recurring and related to business
activity.
OTHER INCOME 11.21 0.17 - 3.04 - Non recurring and not related to
business activity.
TOTAL 308.00 241.16 211.88 199.35 99.57
F58
AKI India Limited
MANAGEMENT’S DISCUSSION
You should read the following discusrestated financial statements for the Fand significant accounting policies Prospectus. You should also see the swhich discusses a number of factors operations. The following discussionaudited financial statements. These financial statements have beenSEBI (ICDR) Regulations and restat02, 2018 which is included in this Dron page 144 of this Draft Prospectus.in certain material respects from genGAAP and IFRS. We do not provideand we have not otherwise quantifiedGAAP or IFRS as applied to our resta
BUSINESS OVERVIEW
AKI India Pvt Ltd. was established infor the making of Leather SaddleryLimited company on 29th May, 2017. Our Company is engaged in the actishoes and trading of leather chemicalevolving consumer preferences, rapidtransform the manner in which they o Major challenge is high inflation rateposing a big problem as the acceptincrease in cost of raw material and laannum along with shortage of availabthe world economic conditions and spexploring local markets, especially torder to improve the bottom line, althcrude Oil prices, we are trying to imp
Macroeconomic Factors
• Political Factors • Product portfolio • Competition from product laun• Talent acquisition & retention • High dependence on suppliers• Geographic concentration • Changes in government policy• Chinese Competition • Raw Material Price Increase • Foreign Exchange Fluctuation
We are an ISO 9001:2008 certifiedproducts for equestrian sports, Horseapplicable standards and CE requiremone of the major integrated players inthe raw material sourcing stage. Wmanufacturing units and the industrprocessing of leather. Our design stre
145
SSION AND ANALYSIS OF FINANCIAL CONDITION
OF OPERATIONS
discussion of our financial condition and results of operatir the F.Y. ended March 31, 2018, 2017, 2016, 2015 and201licies thereto and the reports thereon, which appear else the section titled "Risk Factors" beginning on page 15 of actors and contingencies that could impact our financial cocussion relates to our Company, unless otherwise stated,
e been prepared in accordance with Indian GAAP, the Co restated as described in the report of our peer review audithis Draft Prospectus under the section titled "Financial Inf
ectus. The restated financial statements have been prepared m generally accepted accounting principles in other jurisdrovide a reconciliation of our restated financial statements tntified or identified the impact of the differences between Inr restated financial statements.
shed in 1994 with the technical assistance of Horse Riding Gddlery & Harness Goods. Subsequently the company is c 2017.
he activities of producing and export of saddlery goods, semicals at domestic level. Changing economic scenario and, rapid technological innovations and adoption and globaliza they operate.
n rate in India and shortage of Leather and dedicated skilleacceptability selling price does not increase in the same l and labour costs and specially leather which has been increvailability. This is a huge challenge. Exports are down by a
and specially reduction in cost of crude oil. To offset the saially tendering work for the government. However it is he, although Europe is still under recession and the middle e
to improve our customer base to improve the export perform
ct launches ention pliers
policy and legislation
ease uation
rtified and is primarily responsible for the design and mHorse Covers, Leather Footwear and Finished Leather. Ourquirements and we commit to quality improvements and w
yers in the leather footwear market, which ensures control oage. We believe that we have some of the most advaindustry’s leading effluent treatment facilities to ensure gn strengths make us unique as one of the only footwear ma
ITIONS AND RESULTS
perations together with our nd2014 including the notes ar elsewhere in this Draft
of this Draft Prospectus, ial condition and results of tated, is based on restated
the Companies Act and the auditors dated September l Information" beginning
pared on a basis that differs jurisdictions, including US ents to US GAAP or IFRS een Indian GAAP and U.S.
iding Group from Germany y is converted into Public
ods, services of the leather rio and business conditions, obalization are driving us to
d skilled manpower. This is same ratio as compared to n increasing 25% - 25% per n by about 17 – 18% due to the same we are rigorously it is highly competitive. In ddle east is badly hit due to erformances.
nd manufacture of leather r. Our company follows all
and we believe that we are trol over quality right from
advanced and automated nsure environment-friendly ear majors to have in-house
AKI India Limited
design studios in India. We believe thquality is universally recognized andshortest in the industry and each ocompetencies to capture markets.
Quality Products and Customer Se
We are committed to satisfying our cu� Leading our industry in prod� Providing the fastest delivery� Offering the capability to mo� Using only the best materials� Continually searching for be
Our on-going success is dependent customers. Outstanding customer servthe knowledge, experience and flexib On a standalone basis our total reven2018, representing growth of 11.53Lakh in Fiscal 2018, representing gro
Location:
Registered office of the Company
Factory
Tannery Location
146
ieve that our brands are well accepted and have top of the med and our lead time from design to manufacturing and dach of these factors works to our advantage, as we are
er Service:
our customers' need for quality products by: n product innovations, elivery. to modify products to meet customers' requests,
aterials available & manufacturing the highest quality produ for better materials and improved methods of production.
ndent on our loyal customer base and continued addition er service is the backbone of a successful company and our flexibility of our staff.
revenue increased from ` 4067.47 Lakh Fiscal 2016 to ` 451.53 %. Our EBIDTA increased from `306.19 Lakh in Fis
ng growth of 30.64%.
9/6 (11), Asharfabad Jajmau KaKanpur UP 208010 IN
9/6 (11), Asharfabad Jajmau KaKanpur UP 208010 IN
415/4, Kundan Road, Akramp209862
f the mind recall. Our build and delivery is one of the e are able to leverage our
products.
dition of new and satisfied nd our customers appreciate
to ` 4536.26 Lakh in Fiscal in Fiscal 2016 to ` 400.02
au Kanpur-208010 Kanpur
au Kanpur-208010 Kanpur
krampur, Unnao, Kanpur,
AKI India Limited
ORDER BOOK
For further information please refer “
SIGNIFICANT FACTORS AFFE
CONDITION:
1. the company has started uincreased the depreciation 2. The Tannery will remain clwhich will effect our production 3. The government is uncertain
4. The company has wholly ow
SIGINIFICANT ACCOUNTING P
For the details of “Annexure 4 & 31
please refer page no. F-19 and F-50 o
Saddlery Division
Bridles
Browbands
chaps & Gaitors
Driving Harness
Head Collars
Miscellenous
Reins
Rugs
Saddle Girth
FootwDivisi
CouFo
O
Slip
147
refer “Our Business” starting on page no. 90.
AFFECTING OUR RESULTS OF OPERATIONS
rted using the machinery which has procured on April
ain close as per the notification from the government in rction capacity.
certain to continue this industry in Uttar Pradesh
lly owned subsidiary in UK.
ING POLICIES
& 31 Significant Accounting policies” on standalone an50 of the Draft Prospectus.
AKI India Limited
Footwear Division
Countryside Footwear
Formal
Marine
Outdoor
Riding
Slippers & Sandles
Casual Shoes
Tannery Division
Bag Leather
Belt Leather
Footwear Leather
Harness Leather
Upholstry Leather
CheDiv
Ch
ONS AND FINANCIAL
April 04, 2017 which has
nt in respect of river basin
one and consolidated basis,
Chemical Division
Leather Checmicals
AKI India Limited
OUR RESULTS OF OPERATIONS
The following table sets forth select financiayears 2016, 2017 and 2018, the components o
Particulars
Revenue:
Revenue From Sale of Services & Goods
Other income
Total Revenue (A)
Expenses:
Cost Of Materials Consumed
Purchase of Stock-in-trade
Changes in inventories of Stock-in-Trade
Employee benefits expense
Other expenses
Total Expenses (B)
Earnings Before Interest, Taxe
Depreciation & Amortization
Finance costs
Depreciation and amortization expenses
Profit before exceptional item
extraordinary items and tax (C=A-B)
Extraordinary Items
Profit before tax
Tax Expenses
- Current Tax
- Deferred Tax
- MAT Credit Entitlement
- Earlier Years Tax
Tax Expense For The Year (H)
Profit After Tax
148
nancial data from our restated consolidated statements of prnents of which are also expressed as a percentage of total re
For the Financial Yea
2016 2017
Amount
% of
total
Revenue
Amount % of
Reven
4,024.97 95.00 4,104.07
211.88 5.00 241.16
4,236.85 100.00 4,345.24 10
2,706.52 63.88 2,718.33
666.89 15.74 754.99
-10.75 -0.25 -116.39
148.50 3.50 159.84
416.54 9.83 498.14
3,927.70 92.70 4,014.91
Taxes, 309.15 7.30 330.33
158.79 3.75 170.75
139.43 3.29 139.85
items, 10.93 0.26 19.74
10.93 0.26 19.74
1.63 0.04 14.62
-5.72 -0.14 -7.08
-1.63 -0.04 1.63
0.00 0.00 0.00 0.0
-5.72 -0.14 9.17
16.65 0.39 10.56
of profit and loss for the financial otal revenue for such periods:
ial Year
2018
of total
evenue Amount
% of
total
Revenue
94.45 4604.56 93.73
5.55 308.00 6.27
100.00 4912.56 100.00
62.56 3066.00 62.41
17.38 908.68 18.50
-2.68 -267.13 -5.44
3.68 177.82 3.62
11.46 617.64 12.57
92.40 4503.02 91.66
7.60 409.54 8.34
3.93 134.15 2.73
3.21 115.96 2.36
0.45 159.44 3.25
0.45 159.44 3.25
0.34 44.62 0.91
-0.16 -5.18 -0.11
0.04 0.00 0.00
0.00 9.29 0.19
0.21 48.73 0.99
0.24 110.71 2.25
AKI India Limited
Financial Year 2018 as compare to
Total Revenue: The gross turnoverLakhs as compared to Rs. 4345.24 Land such increase was mainly due to r
Revenue from Operations: Our revLakh as compare to Rs. 4104.57 Lakhsuch increase was mainly due to rise i
Other Income: Other income of ouviz.6.27% of Total Revenue. The samMarch 31, 2017 was Rs. 241.16 Lakh
Expenses
Purchase of Stock in Trade: Our puwith compare to FY 2016-17 i.e. fromThe increase was mainly due to rise in
Employee Benefit Expenses: Therefinancial year 2016-17 to Rs. 177.82operation.
Finance Cost: The finance cost of ouFinance Charges etc. The finance cosRs. 134.15 Lakhs in FY 2017-18.
Depreciation: The depreciation costRs. 115.96 Lakhs in FY 2017-18.
Other Expenses: The other expensesincreased by 23.99% from Rs. 498.1was mainly due to rise in volume of o
Financial Year 2017 as compare to F
Total Revenue: The gross turnover oas compared to Rs. 4236.85 Lakhs foincrease was mainly due to rise in vol
Revenue from Operations: Our revLakh as compare to Rs. 4024.97 Laksuch increase was mainly due to rise i
Other Income: Other income of oursame has been increased by 13.82%Lakhs only.
Expenses
Purchase of Stock in Trade: Our puwith compare to FY 2015-16 i.e. from17. The increase was mainly due to ri
Employee Benefit Expenses: Therefinancial year 2015-16 to Rs. 159.84operation.
149
e to Financial Year 2017
rnover of the Company for the year ending March 31, 205.24 Lakhs for the year ending March 31, 2017, showing aue to rise in volume of our operations.
ur revenue from operations for the year ended March 31, 27 Lakhs for the year ending March 31, 2017, showing an ino rise in volume of our operations
of our company was Rs. 308.00 Lakh for the year endhe same has been increased by 27.72% as the other incom Lakhs only.
Our purchase of stock in trade has been increased by 20.36%.e. from Rs. 754.99 Lakhs in FY 2016-17 to Rs. 908.68 Lak rise in volume of our operations.
There is around 11.25% increase in employee costs from 77.82 Lakhs in financial year 2017-18 mainly due to incre
t of our company includes Interest on working capital loan, ce cost has been decreased by 21.43% from Rs. 170.75 Lak
n cost has been decreased by 17.08% from Rs. 139.85 Lak
penses include office, administrative, marketing & distribut 498.14 Lakhs in FY 2016-17 to Rs. 617.64 Lakhs in FY 2e of our operations.
e to Financial Year 2016
over of the Company for the year ending March 31, 2017 wkhs for the year ending March 31, 2016, showing an increa in volume of our operations.
ur revenue from operations for the year ended March 31, 27 Lakhs for the year ending March 31, 2016, showing an ino rise in volume of our operations
of our company was Rs.241.16 Lakh for the year ending .82% as the other income for the year ending March 31,
Our purchase of stock in trade has been increased by 13.21%.e. from Rs. 666.89 Lakhs in FY 2015-16 to Rs. 754.99 Lae to rise in volume of our operations.
There is around 7.64% increase in employee costs from 59.84 Lakhs in financial year 2016-17 mainly due to incre
31, 2018 was Rs. 4912.56 ing an increase of 13.06%
31, 2018 was Rs. 4604.56 an increase of 12.19% and
ar ending March 31, 2018 income for the year ending
20.36% during FY 2017-18 68 Lakhs the year 2017-18.
from Rs. 159.84 Lakhs in increase in volume of our
loan, Term Loan and other 75 Lakhs in FY 2016-17 to
85 Lakhs in FY 2016-17 to
stribution cost etc. has been FY 2017-18. The increase
017 was Rs. 4345.24 Lakhs increase of 2.56% and such
31, 2017 was Rs. 4104.57 g an increase of 1.97% and
ding March 31, 2017. The h 31, 2016 was Rs. 211.88
13.21% during FY 2016-17 .99 Lakhs in the year 2016-
from Rs. 148.50 Lakhs in increase in volume of our
AKI India Limited
Finance Cost: The finance cost of ouFinance Charges etc. The finance coRs. 170.75 Lakhs in FY 2016-17.
Depreciation: The depreciation cost FY 2015-16.
Other Expenses: The other expensesincreased by 19.59% from Rs. 416.5was mainly due to rise in volume of o
Financial Year 2016 as compare to F
Total Revenue: The gross turnover oas compared to Rs.3501.34 Lakhs forincrease was mainly due to rise in vol
Revenue from Operations: Our revLakh as compare to Rs. 3301.99 Lakhsuch increase was mainly due to rise i
Other Income: Other income of oursame has been increased by 6.29% Lakhs only.
Expenses
Purchase of Stock in Trade: Our puwith compare to FY 2014-15 i.e. from16.
Employee Benefit Expenses: Therefinancial year 2014-15 to Rs. 148.50operation.
Finance Cost: The finance cost of ouFinance Charges etc. The finance cosRs. 158.79 Lakhs in FY 2015-16.
Depreciation: The depreciation cost FY 2014-15.
Other Expenses: The other expensesincreased by 24.46% from Rs. 334.6was mainly due to rise in volume of o
Financial Condition, Liquidity and
We define liquidity as our ability toobligations and commitments. In addfinancing and to convert into cash thoobjectives. Liquidity cannot be considavailable funds for use in achievincommitments. We have historically financed our caequity shares, cash generated from opin the form of term loans,. We are reupgrade our infrastructure, among o
150
t of our company includes Interest on working capital loan, ce cost has been increased by 7.53% from Rs. 158.79 Lak
n cost was Rs. 139.85 Lakhs in FY 2016-17 with compare to
penses include office, administrative, marketing & distribut 416.54 Lakhs in FY 2015-16 to Rs. 498.14 Lakhs in FY 2e of our operations.
e to Financial Year 2015
over of the Company for the year ending March 31, 2016 whs for the year ending March 31, 2015, showing an increas in volume of our operations.
ur revenue from operations for the year ended March 31, 9 Lakhs for the year ending March 31, 2015, showing an ino rise in volume of our operations
of our company was Rs.211.88 Lakh for the year ending .29% as the other income for the year ending March 31, 2
Our purchase of stock in trade has been decreased by 7.58%.e. from Rs. 721.60 Lakhs in FY 2014-15 to Rs. 666.89 La
There is around 4.22% increase in employee costs from 48.50 Lakhs in financial year 2015-16 mainly due to incre
t of our company includes Interest on working capital loan, cost has been marginally decreased from Rs. 159.67 Lak
n cost was Rs. 139.43 Lakhs in FY 2015-16 with compare to
penses include office, administrative, marketing & distribut 334.68 Lakhs in FY 2014-15 to Rs. 416.54 Lakhs in FY 2e of our operations.
y and Capital Resources
lity to generate sufficient funds from internal and external In addition, liquidity includes the ability to obtain appropsh those assets that are no longer required to meet existing s
considered separately from capital resources that consist of hieving long-range business objectives and meeting deb
our capital requirements primarily through cash generated m operating activities and financing from banks and other
are required to undertake capital investment on a regular bong other things. Our financing requirements are prima
loan, Term Loan and other 79 Lakhs in FY 2015-16 to
pare to Rs. 139.43 Lakhs in
stribution cost etc. has been FY 2016-17. The increase
was Rs. 4236.85 Lakhs ncrease of 21.01% and such
31, 2016 was Rs. 4024.97 an increase of 21.90% and
ding March 31, 2016. The h 31, 2015 was Rs. 199.35
7.58% during FY 2015-16 .89 Lakhs in the year 2015-
from Rs. 142.49 Lakhs in increase in volume of our
loan, Term Loan and other 67 Lakhs in FY 2014-15 to
pare to Rs. 137.67 Lakhs in
stribution cost etc. has been FY 2015-16. The increase
ternal sources to meet our ppropriate equity and debt sting strategic and financial sist of current or potentially ng debt service and other
erated from the issuance of other financial institutions
gular basis to purchase and primarily for such capital
AKI India Limited
expenditures, developing and implemhave sufficient capital resources fromfinancial institutions and other lender
CASH FLOWS
The table below is the summary of Ca
Particulars
Net Cash Generated from OActivities
Net Cash from Investing Activities
Net Cash from Financing Activities
CREDIT RATING
No credit rating availed by our Comp CAPITAL AND OTHER COMMIT
CAPITAL EXPENDITURE: N.A
RELATED PARTY TRANSACTIO
Please refer “Related Party Transac
OFF BALANCE SHEET COMMIT
We do not have any off-balance sheewith affiliates or other unconsolidatedpurpose of facilitating off-balance she
QUANTITATIVE AND QUALITA
EXCHANGE RATE RISK
Our company has the following Expo
Debtors
Sl.
No. Name
1 HOLMESTEAD SADDLERY LTD
2 NPS SHOES LTD
3 GALLOP EQUESTRIAN WHOLESALER
4 CONCERIA VOLPIANA
5 REITSPORT WALDHAUSEN GMBH & CO.
6 EQUIPRIDE LTD
7 FRIEDRICH WELHELM GMBH & Co.
8 AKI UK LTD
151
implementing new infrastructure and working capital. Wes from our operations, Net Proceeds of the Issue and other flenders to meet our capital requirements for at least the next
of Cash flows for the Financial Year ended 2018, 2017, 20
For the year ended
31.03.2018 31.03.2017
m Operating 313.91 118.37
48.10 (93.87)
(415.12) (52.26)
Company.
MMITMENTS: N.A
CTION
ansaction” on page no. 142 of this Draft Prospectus.
MMITMENTS AND ARRANGEMENTS
e sheet arrangements, derivative instruments, swap transaclidated entities or financial partnerships that would have bece sheet arrangements
LITATIVE DISCLOSURES ABOUT MARKET RISK
Exposure of Foreign Exchange as on August 31, 2018:
March 31, 2018 Au
Amount in
Foreign
Currency Exchange Rate
Amount
Foreig
Curren
GBP 51673.75 @ 91.43 GBP 940
GBP 56456.90 @ 91.43 GBP 2871
IAN GBP 36108.00 @ 91.43 GBP 6840
USD 109145.16 @ 64.50 Nil
H & EURO 8276.75 @ 79.99 EURO
14973.25
GBP 16333.50 @ 91.43 GBP 15524.50
ELM EURO 14785.50 @ 79.99 Nil
GBP 81619.00 @91.43 GBP 94400.98
l. We believe that we will other financing from banks, e next 12 months.
17, 2016:
ded
31.03.2016
279.15
(261.64)
(56.53)
ransactions or relationships ave been established for the
ISK
August 31, 2018
ount in
oreign
urrency
Exchange
Rate
9400 @91.57
P 28715 @91.57
P 6840.00 @91.57
Nil
73.25 @82.12
24.50 @91.57
Nil
00.98 @91.57
AKI India Limited
9 NEWS SRL
10 Patrick Shoes Ltd
11 National Equestrian Wholesalers
12 Jackson Distribution Ltd
13 Chatham Marine Ltd
14 Sterling & Hunt
15 Gruppo Mastrotto Spa
16 Karl Amesbichler Gmbh
17 Daor Co Ltd
18 Rudypell Srl
19 Weatherbeeta Australia
Creditors
Sr.
No. Name
1 OFFICINE MECCANICHE ALPE SRL
E
2 PAJUSCO TECHNOLOGIE
E
The above foreign exchange risk disc
UNUSUAL OR INFREQUENT EV
To our knowledge, there have beenunusual or infrequent.
SIGNIFICANT DEVELOPMENTS
There is no such development in the
152
USD 172755.61 @64.50 USD 90619.01
Nil Nil GBP 24202.65
strian Nil Nil AUD 22832.75
Nil Nil GBP 33326.25
Nil Nil GBP 18303.75
Nil Nil GBP 3210
Nil Nil USD 281714.18
Nil Nil EURO 3740.00
Nil Nil USD 93785.29
Nil Nil USD 94097.72
Nil Nil AUD 23856.00
March 31, 2018 Augu
Amount in
Foreign
Currency
Exchange
Rate
Amount in
Foreign
Currency
EURO 435 @79.99 EURO 435
EURO 75000 @79.99 EURO 75000
k disclosed is on standalone basis.
T EVENTS OR TRANSACTIONS
been no transactions or events which, in our judgment,
ENTS OCCURRING POST March 31, 2018
in the Company.
19.01 @70.50
02.65 @ 91.57
32.75 @ 50.70
26.25 @ 91.57
03.75 @ 91.57
P 3210.00 @ 91.57
714.18 @ 70.50
@ 82.12
85.29 @ 70.50
97.72 @ 70.50
56.00 @ 50.70
August 31, 2018
unt in
eign
ency
Exchange
Rate
@82.12
@82.12
ment, would be considered
AKI India Limited
SECTION
OUTSTANDING
Except as stated in this section, there A. (i) criminal proceedings; (ii) acti
and indirect taxes; or (iv) Materia
Promoters. Our Board, in its mee
proceedings involving the Company
individual litigation exceeds 1% of
financial statements; or (b) where
litigations, even though the amount i
after tax – of the Company as per th
together collectively exceed 1% of th
wherein the monetary liability is not
the Company’s business, operations,
B. (i) litigation or legal actions, pen
statutory authority against our Prom
our Company for economic offences
inquiries, inspections or investigation
companies law in the last five year
Company in the last five years.
C. (i) outstanding Material Dues (a
undertakings and other creditors.
Our Board, in its meeting held on De
of 5% of our Company’s consolid
considered as material dues (“Mater
small enterprises as defined under
required under the SEBI ICDR Regul
Our Company, Directors and Prom
securities laws in the past or pending
A. LITIGATION INVOLVIN
1. Litigation by our Company
1.1. Civil NIL
1.2. Criminal
NIL
1.3. Taxation
1.1.1. Direct Tax Proceedings
NIL
1.1.2. Indirect Tax Proceedings
NIL
2. Litigation against our Com
2.1. Civil 2.1.1. A summary suit (No. 4857
against our Company undeMaheshwari for recovery of
153
ION VII : LEGAL AND OTHER INFORMATION
ING LITIGATION AND MATERIAL DEVELOPMEN
there are no:
actions by statutory or regulatory authorities; (iii) claim
terial Litigation (as defined below); involving our Com
meeting held on December 09, 2017, determined tha
pany, Directors and Promoters: (a) the aggregate amou
of consolidated profit after tax of the Company, as p
ere the decision in one litigation is likely to affect the
unt involved in such single litigation individually may not
er the last consolidated audited financial statements, if si
of the consolidated profit after tax of the Company, or (c
not quantifiable which is or is expected to be material fro
ons, prospects or reputation (“Material Litigation”).
, pending or taken, by any Ministry or department of th
romoters during the last five years; (ii) pending proceedi
nces; (iv) default and non-payment of statutory dues by
ations initiated or conducted under the Companies Act, 2
years against our Company; or (vi) material frauds com
es (as defined below) to creditors; or (ii) outstanding
n December 09, 2017, determined that outstanding dues t
olidated trade payables as per last audited financial
aterial Dues”). Details of outstanding dues to creditors (
der the Micro, Small and Medium Enterprises Develop
egulations have been disclosed on our website at www.gro
romoters are not Wilful Defaulters and there have be
ding against them.
LVING OUR COMPANY
mpany
r Company
. 4857 of 2011) has been filed before Bombay City Civi under Order 37 of Civil Procedure Code, 1908 by one ery of an amount of Rs.1,91,376/- for alleged non-payment
MENTS
claims relating to direct
Company, Directors or
that outstanding legal
mount involved in such
as per the last audited
the decision in similar
not exceed 1% of profit
if similar litigations put
r (c) any such litigation
l from the perspective of
of the Government or a
eedings initiated against
es by our Company; (v)
ct, 2013 or any previous
s committed against our
ing dues to small scale
es to creditors in excess
ial statements shall be
ors (including micro and
elopment Act, 2006) as
.groupaki.com
e been no violations of
y Civil Court at Bombay y one Mr. Sudhir Kumar yment by the Company as
AKI India Limited
not made payments on its bfrom customs authority and Ld. Judge, City Civil Court,repayment and has inter ali
written statement within founext date of hearing is on 04
2.2. Criminal NIL
2.3. Taxation 2.1.1. Direct Tax Proceedings
Sl. No Particulars
1. Demand of Rs. 4,013/the Assessing Officer u/
2. Demand of Rs. 7,50,85by the Assessing Office
3. The Company has Rs.70,846.50/-
2.1.2. Indirect Tax Proceedings
NIL
B. LITIGATION INVOLVIN
1. Litigation by our Directors
1.1. Civil
NIL 1.2. Criminal 1.2.1. A Summons Trial Case (No.
Finishers (Javed Iqbal) agaiCourt, Kanpur. The matterNovember 8, 2018.
1.2.2. A Summons Trial Case (No
against one M/s. Adigear Magistrate Court, Kanpur. T
1.2.3. A Summons Trial Case (N
Finishers (Javed Iqbal) agaMagistrate Court, Kanpur. Tfor October 12, 2018.
1.3. Taxation 1.3.1. Direct Tax Proceedings
NIL 1.3.2. Indirect Tax Proceedings
NIL
2. Litigation against our Dire
2.1. Civil
154
n its bills towards services provided for getting the Compy and paying freight charges to the shippers. By an order dCourt, Gr. Mumbai has observed that our Company has take
r alia granted our Company unconditional leave to defenin four weeks therefrom. The matter is listed for recordin
on 04.10.2018.
Assessment
,013/- being made against the Company by icer u/s. 115 WE of the IT Act.
2009-10
,50,850/- being made against the Company Officer u/s. 143(1)(a) of the IT Act.
2009-10
has TDS Defaults amounting to 2017-16, 20and prior as
LVING THE DIRECTORS
ectors
e (No.4806077 of 2012) has been filed on November 02, 20) against one Mohd Rizwan before the Hon’ble Chief Metmatter is presently at hearing stage and the next hearin
e (No. 480156 of 2011) has been filed by Naaz Leather Finigear International (P. N. Khanna) before the Hon’ble pur. The matter is currently pending in the said court.
se (No.4800155 of 2013) has been filed on May 25, 201l) against one M/s Adigear International (P.N. Khanna) pur. The matter is presently at hearing stage and the next h
r Directors
Company’s goods cleared rder dated 01.10.2015, the as taken up the defence of defend and liberty to file cording evidence and the
sment Year
16, 2016-15 and 2014-15 rior assessment years
02, 2010 by Naaz Leather f Metropolitan Magistrate hearing date is listed for
er Finishers (Javed Iqbal) n’ble Chief Metropolitan
5, 2013 by Naaz Leather anna) Chief Metropolitan next hearing date is listed
AKI India Limited
2.1.1. A Warrant Case (No.47018Pradesh against our DirectoKanpur. The matter is curren
2.1.2. A Criminal Case (No. 4103
Director, Javed Iqbal beforecurrently pending and the ne
2.2. Criminal
NIL 2.3. Taxation 2.3.1 Direct Tax Proceedings
NIL 2.3.2 Indirect Tax Proceedings
NIL
C. LITIGATION INVOLVIN
1. Litigation by Promoters
1.1. Civil
NIL 1.2. Criminal
NIL 1.3. Taxation 1.3.1. Direct Tax Proceedings
Sl. No Particulars
1. Demand of `18,990/- beinby the Assessing Officer
2. Demand of ` 210/- being the Assessing Officer u/s.
3. Demand of ` 3,320/- beinby the Assessing Officer
4. Demand of ` 17,940/- beiby the Assessing Officer
1.3.2. Indirect Tax Proceedings
NIL
2. Litigation against Promote
2.1. Civil NIL
2.2. Criminal
NIL 2.3. Taxation 2.3.1. Direct Tax Proceedings
NIL
155
.4701865 of 2012) has been filed on October 12, 1999 byirector, Javed Iqbal before the Hon’ble Chief Metropolita
currently pendingand the next hearing date is listed for Octo
. 4103504 of 2015) has been filed by the State of Uttar before the Hon’ble Chief Metropolitan Magistrate Court, K the next hearing date is listed for September 14, 2018.
LVING OUR PROMOTERS
Name of
Promoters
being made against the individual fficer u/s. 143(1)(a) of the IT Act.
Mr. Asad Kamal Iraqi
being made against the individual by er u/s. 154 of the IT Act.
Mr. Asad Kamal Iraqi
being made against the individual fficer u/s. 143(1)(a) of the IT Act.
Mr. Anwar Kamal Iraqi
being made against the individual fficer u/s. 143(1)(a) of the IT Act.
Mr. Asad Kamal Iraqi
omoters
999 by the State of Uttar politan Magistrate Court, r October 9, 2018.
Uttar Pradesh against our urt, Kanpur. The matter is
of Assessment
Year
amal 2010-11
amal 2012-13
amal 2012-13
amal 2013-14
AKI India Limited
2.3.2. Indirect Tax Proceedings
NIL
D. LITIGATION INVOLVIN
1. Litigation by Subsidiary
1.1. Civil
NIL 1.2. Criminal
NIL 1.3. Taxation 1.3.1. Direct Tax Proceedings
NIL 1.3.2. Indirect Tax Proceedings
NIL
2. Litigation against Subsidia
2.1. Civil NIL
2.2. Criminal
NIL 2.3. Taxation 2.3.1. Direct Tax Proceedings
NIL 2.3.2. Indirect Tax Proceedings
NIL
MATERIAL FRAUDS AGAINST O
There have been no material frauds coDraft Prospectus.
PROCEEDINGS INITIATED AGA
There are no proceedings initiated aga
NON PAYMENT OF STATUTOR
Other than cases disclosed above, oconsisting of service tax, value addededucted, dues payable to holders (including interest) or any defaults iinterest).
PAST CASES WHERE PENALTIE
There are no past cases where penalti
156
LVING OUR SUBSIDIARY
bsidiary
NST OUR COMPANY
auds committed against our Company in the five years prece
AGAINST OUR COMPANY FOR ECONOMIC OFFE
ted against our Company for any economic offences.
TORY DUES
ove, our Company has no outstanding defaults in relatio added tax, professional tax, employee state insurance, prolders of any debentures (including interest) or dues in aults in repayment of loans from any bank or financial in
ALTIES WERE IMPOSED
enalties were imposed on our Company by concerned autho
preceding the year of this
OFFENCES
relation to statutory dues ce, provident fund and tax es in respect of deposits cial institution (including
horities/courts.
AKI India Limited
POTENTIAL LITIGATION INVO
As on the date of this Draft Prospectu
OUTSTANDING LITIGATION
OUTCOME COULD HAVE AN A
As on the date of this Draft Prospectwhose outcome could have a material
PAST INQUIRIES, INSPECTIONS
There have been no inquiries, inspec2013 or any previous company lawProspectus in the case of Company, prosecutions filed (whether pendingimmediately preceding the year of thi Further, there is no legal action penstatutory authority against the Promoof the Draft Prospectus and any direconclusion of such litigation or legal a
OUTSTANDING DUES TO SMAL
As on March 31, 2018 our Companrequirements of SEBI Regulations, o2017, considered creditors to whomCompany’s restated financials for the Based on the above, the following are
Sr. no. Name o
1. Allanasons Pvt Ltd (Unn
2. Hide Care Enterprises
3. Allanasons Pvt Ltd ( Gha
4. Regal Impex
5. Pajusco Technologie Spa
6. Allanasons Pvt Ltd (Alig
Further, none of our creditors have bCompany based on available informCompany, please see website of our C Information provided on the website deemed to be incorporated by referenour Company’s website www.groupaof identifying its MSME creditors fofilling of this Draft Prospectus, no cre
MATERIAL DEVELOPMENTS
Except as disclosed in the chapter titResults of Operations” beginning on arisen, since March 31, 2018, any ciprofitability or the value of our consomonths.
157
INVOLVING OUR COMPANY
spectus, there is no potential litigation proceeding against ou
ION AGAINST OTHER PERSONS AND COMP
N ADVERSE EFFECT ON OUR COMPANY
ospectus, there is no outstanding litigation against other peraterial adverse effect on our Company.
IONS OR INVESTIGATIONS
inspections or investigations initiated or conducted under ny law in the last five years immediately preceding the
y, Promoters, Directors. Other than as described above,nding or not) fines imposed, compounding of offences in of this Draft Prospectus.
n pending or taken by any Ministry or Department of thromoters during the last five years immediately preceding
y direction issued by such Ministry or Department or statu legal action.
MALL SCALE UNDERTAKINGS OR ANY OTHER C
ompany had a total amount of ` 904.81 Lakhs was outsions, our Company, pursuant to a resolution of our Board whom the amount due exceeds 5% of the total outstanfor the purpose of identification of material creditors.
ing are the material creditors of our Company:
ame of the Customer (s) Amo
Mar
(Unnao)
( Ghazipur)
ie Spa
(Aligarh)
have been identified as micro enterprises and small scale information. For complete details about outstanding duesf our Company www.groupaki.com.
ebsite of our Company is not a part of this Draft Prospectueference. Anyone placing reliance on any other source of infgroupaki.com. would be doing so at their own risk. The Cotors for which the Company has sent the letter to its cred no creditor has responded to the same.
pter titled “Management’s Discussion and Analysis of Finang on page 145 of this Prospectus, in the opinion of our Bany circumstances that materially or adversely affect or arer consolidated assets or our ability to pay material liabilitie
inst our Company.
COMPANIES WHOSE
er persons and companies
under the Companies Act g the year of this Draft
above, there have been no ces in the last five years
t of the Government or a eding the year of the issue r statutory authority upon
ER CREDITORS
s outstanding. As per the oard dated December 09,
utstanding trade payables
Amount (In Rs.)
March 31, 2018
74,34,000
29,56,277
10,29,000
55,56,600
56,25,000
64,99,500
scale undertakings by our dues to creditors of our
spectus and should not be of information, including he Company is in process s creditors. As on date of
f Financial Condition and our Board, there have not or are likely to affect our bilities within the next 12
AKI India Limited
GOVE
Our Company has received the nec
Governments and other government
the Issue or continue our business ac
and our current business activities an
or any other entity are required to be
must, however, be distinctly underst
other authorities do not take any
correctness of any of the statements o
The main objects clause of the Memo
our Company to carry out its activitie
I. COMPANY RELATED AP
Sl.
No.
Authorization
Granted
Issu
Aut
1. Certificate of Incorporation in the name of “AKI Leather
Industries Private
Limited”.
RegCom
Kan
2. Fresh Certificate of Incorporation consequent upon change of name to “AKI India Private
Limited”
RegComKan
3. Fresh Certificate of Incorporation consequent upon change of name to “AKI India Limited”
on conversion to public limited
company
RegCom
Kan
II. APPROVALS FOR THE I
1. The Board of Directors havepassed at its meeting held oshareholders and such other
2. The shareholders of our Cospecial resolution passed in the Issue.
3. In-principle approval dated
Company pursuant to the Iss
4. Our Company's Internationa
158
GOVERNMENT AND OTHER APPROVALS
necessary licenses, permissions and approvals from th
ent agencies/regulatory authorities/certification bodies r
ss activities. In view of the approvals listed below, we ca
es and no further major approvals from any governmenta
to be undertaken, in respect of the Issue or to continue our
derstood that in granting the above approvals, the Gove
any responsibility for the financial soundness of our
nts or any commitments made or opinions expressed in thi
emorandum of Association of our Company and the obje
ivities.
ED APPROVALS
Issuing
Authority
Registration No:/
Reference No:/ License
No:
Date
Issue/
of Renew
Registrar of Companies,
Kanpur
20-16467 of 1994 May 16,
Registrar of Companies, Kanpur
20-16467 April 3,
Registrar of Companies,
Kanpur
U19201UP1994PLC016467 May 29,
HE ISSUE
s have, pursuant to Section 62(1)(c) of the Companies Act, held on December 09, 2017 authorized the Issue, subject t other authorities as may be necessary.
ur Company have, pursuant Section 62(1)(c) of the Compaed in the extra ordinary general meeting held on Decembe
dated [●] from the BSE SME for listing of the Equity Sthe Issue.
ational Securities Identification Number (“ISIN”) is INE642
m the Central and State
ies required to undertake
e can undertake the Issue
ental/regulatory authority
our business activities. It
vernment of India and
ur Company or for the
n this behalf.
objects incidental, enable
of
Date
Renewal
Valid up to
ay 16, 1994 Valid until
cancelled
ril 3, 2006 Valid until
cancelled
ay 29, 2017 Valid until
cancelled
s Act, 2013, by a resolution bject to the approval of the
Companies Act, 2013, by a ember 15, 2017 authorized
quity Shares issued by our
E642Z01018.
AKI India Limited
III. BUSINESS RELATED AP
General approvals
Sl.
No.
Authorization
Granted
Issu
Aut
1. Permanent Account Number (PAN)*
IncoDepGoI
2. Tax Deduction Account Number (TAN)*
IncoDepGoI
3. Certificate of Registration for Goods and Service Tax*
GovIndi
4. Importer-Exporter Code (IEC)*
ForDevOffiMinComIndu
5. Employees’ State Insurance Corporation*
EmpStatInsuCor
6. ISO Certificate for Quality Management System Standard (ISO 9001:2008)*
DNBusAss
7. Certificate of Recognition One Star Export House*
DireGenFor
8. Export Promotion Bureau Registration Certificate*
ExpProBurPrad
* Our Company is yet to make applic
certificates to reflect its current name
Factory related approvals
Sl.
No.
Authorization
Granted
Iss
Au
1. Entrepreneurs’ Memorandum Acknowledgment*
DiCeNaGoUP
2. Factory License* LaDe
3. Certificate of Registration for Employee’s Provident Fund*
EmPrOr
159
D APPROVALS
Issuing
Authority
Registration No:/
Reference No:/ License
No:
Date
Issue/
of Renew
Income Tax Department, GoI
AACCA7282K May 16,
Income Tax Department, GoI
KNPA01513B Novemb08, 2008
Government of India
09AACCA7282K1ZB Septemb25, 2017
Foreign Trade Development Officer, Ministry of Commerce and Industry
0699000769 May 20,
Employees’ State Insurance Corporation
21000537260000203
[●]
DNV GL – Business Assurance
128798-2013-AQ-IND-RvA
January 2016
Directorate General of Foreign Trade
2523 July 28,
Export Promotion Bureau, Uttar Pradesh
KNN/MFG-000193
Septemb23, 2014
plications to respective authorities for updating each of
ame.
ovals
Issuing
Authority
Registration No:/
Reference No:/ License
No:
Date
Issue
of Re
Distt. Industries Centre, Kanpur Nagar, Government of UP
090341100932
Janua2008
Labour Department
UPFA35002257
Decem22, 20
Employee’s Provident Fund Organsition
UPKNP1369930000
June 2015
of
Date
Renewal
Valid up to
ay 16, 1994 Valid until cancelled
vember , 2008
Valid until cancelled
ptember , 2017
Valid until cancelled
ay 20, 1999 Valid until cancelled
Valid until cancelled
nuary 19, September 15, 2018
28, 2015 July 27, 2020
ptember , 2014
March 31, 2017
of the aforesaid
Date of
Issue/ Date
Renewal
Valid up
to
January 10, 2008
Valid until cancelled
December 22, 2017
December 31, 2018
June 1, 2015
Valid until cancelled
AKI India Limited
Sl.
No.
Authorization
Granted
Iss
Au
4. Letter for fire mock drill and safety
UtFirGoUt
* Our Company is yet to make applic
certificates to reflect its current name
Tannery related approvals
Sl.
No.
Authorization Granted
1. Entrepreneurs’ Memorandum Acknowledgment*
2. Certificate of Registration for Employee’s Provident Fund*
3. Permission to use Boiler (Registry No. 7346)
4. Air Pollution Consent letter*
5. Water Pollution Consent letter*
6. Authorization for generation, storage and disposal of Hazardous Waste*
7. Hazardous Waste Disposal*
8. Environmental Clearance/NOC*
* Our Company is yet to make applic
certificates to reflect its current name
IV. Approvals obtained in rela
Trademark
Sl.
No. Trademark Nature of
License /
Approval
1.
Certificateof Registratioof Trade Mark undesection 23(2), Rul
160
Issuing
Authority
Registration No:/
Reference No:/ License
No:
Date
Issue
of Re
Uttar Pradesh Fire Service, Government of Uttar Pradesh
FSO/NIRI0/17 Septe2, 201
plications to respective authorities for updating each of th
ame.
rovals
Issuing
Authority
Registration No:/
Reference No:/ License
No:
Date
Issue
Date
Rene
Distt. Industries Centre, Unnao, Government of UP
090261203463 Febru9, 201
Employee’s Provident Fund Organsition
UPKNP1384789000
June 2015
Director of Boilers, UP
- May 2017
UP Pollution Control Board
349/C-5/Consent Air- 101/2018
Janua2018
UP Pollution Control Board
350/C-5/Consent Water- 101/2018
Janua2018
UP Pollution Control Board
329/C-5/HAZ-223/17
April2017
UP Waste Management Project
UPWMP-KNP-HzW-CHW-TSDF-830
[●]
UP Pollution Control Board
F33008/C-5/NOC-666/2013
Nove11, 20
plications to respective authorities for updating each of th
ame.
n relation to Intellectual property rights
ure of
nse /
roval
Issuing
Authority Class of
Trademark Registration/
License No. Date
gran
Lice
App
ificate
istration rade k under
), Rule
Registrar of Trade Marks, Trade Marks Registry
25 3703187 June2018
35 3703188 June2018
Date of
Issue/ Date
Renewal
Valid up
to
September 2, 2017
Valid until cancelled
of the aforesaid
Date of
Issue/
Date of
Renewal
Valid up to
February 9, 2014
Valid until cancelled
June 1, 2015
Valid until cancelled
May 30, 2017
May 16, 2018
January 5, 2018
December 31, 2019
January 5, 2018
December 31, 2019
April 20, 2017
April 19, 2019
●] [●]
November 11, 2013
Valid until cancelled
of the aforesaid
Date of
granting
License/
Approval
Valid up
to
June 16, 2018
December 15, 2027
June 19, 2018
December 15, 2027
AKI India Limited
Sl.
No. Trademark Nature of
License /
Approval
62 (l) of Trade Marks Act1999
Copyright
NIL
V. Approvals applied for but
Tannery related approvals
Sl.
No.
Authorization Granted
1. Fire License
Trademark
Sl.
No. Trademark Nature of
/ Approva
CertificateRegistratioTrade Marsection 2362 (l) of TMarks Ac
VI. Material licenses / approva
Licenses required:
1. Environmental Clearanc2. Factory License in relati3. Export Promotion Burea4. Application for registrat5. License for Weighing 6. Boiler Certificate from7. Registration under Cont
161
ure of
nse /
roval
Issuing
Authority Class of
Trademark Registration/
License No. Date
gran
Lice
App
l) of
ks Act,
r but not yet received / Renewals made in the usual cour
rovals
Issuing Authority Date
Fire Fighting Officer [●]
ure of License
proval Issuing
Authority Class of
Trademark Applicat
/ License
tificate of istration of de Mark under ion 23(2), Rule l) of Trade ks Act, 1999
Registrar of Trade Marks, Trade Marks Registry
35
2680615
provals for which our Company is yet to apply for / Stat
earance for Raw skins and hides from Central Government frelation to Tannery.
Bureau Registration Certificate from Export Promotion Burgistration as a small industry under MSME Act in relation to
Balance from Legal Metrology Department. from Director, Industrial Safety and Health Competent Authr Contract Labour (Regulation & Abolition) Act, 1970.
Date of
granting
License/
Approval
Valid up
to
l course of business:
Date of Application
plication
icense No. Date of
Application
80615 February 17, 2014
/ Statutory Approvals /
ment for Tannery.
on Bureau, Uttar Pradesh. tion to factory premises.
t Authority.
AKI India Limited
OTHER REG
Authority for the Issue
The Issue in terms of this Draft ProspDirectors dated December 09, 2017 aordinary General Meeting dated Dece Our Company has obtained in-princProspectus/ Prospectus pursuant to Exchange.
Prohibition by SEBI or other gover
We confirm that our Company, our CGroup, our Directors or the person(scapital market for any reason or resdirections by the SEBI or any other re There are no violations of securities have any companies with which anCompany or any natural person behincontrol, been debarred or prohibited the SEBI or any other authority. None of our Directors are associated against the Directors or any other enti
Prohibition by RBI
Neither our Company, nor our Promothe person(s) in control of our Comgovernmental authority and there haspast and no such proceedings are pe“Outstanding Litigations and Materi
Eligibility for the Issue
• Our Company is not ineligib
• Our Company is an “Unlist“Initial Public Issue” in term
• Our Company is eligible forof Chapter XB of the SEBI will be less than Rs. 10 crorthe same on the Small and MLtd”)
We confirm that:
• In accordance with Regulunderwritten and that the LeSize.
• In accordance with Regulatinumber of proposed allotteeentire application money wWorking Days from the dat
162
REGULATORY AND STATUTORY DISCLOSURES
Prospectus has been authorized pursuant to the resolution p2017 and by the shareholders pursuant to the special resolu December 15, 2017 under Section 62(1)(c) of the Compani
principle approval from the BSE SME Ltd for using itnt to an approval letter dated [●] BSE Ltd which is th
governmental authorities
, our Company, our Promoters, natural person in control oson(s) in control of our Company have not been prohibiteor restrained from buying, selling or dealing in securitiesther regulatory or government authorities.
urities laws committed by any of them in the past or pendich any of our Company, our Promoter, Directors, perso behind the Promoter are or were associated as a promoter,
ibited from accessing the capital markets under any order o
ciated with the securities market and there has been no actier entity with which our Directors are associated as promote
Promoters, our Directors, relatives (as per Companies Act, r Company have been identified as a will full defaulter re has been no violation of any securities law committed bare pending against any of them except as details provided
aterial Developments” beginning on page 153 of this Draf
eligible in terms of Regulations 4(2) of SEBI ICDR Regula
Unlisted Issuer” in terms of the SEBI (ICDR) Regulationsn terms of the SEBI (ICDR) Regulations.
ble for the Issue in accordance with Regulation 106(M) (1)SEBI (ICDR) Regulations, as we are an Issuer whose post0 crore, and we may hence, issue Equity Shares to the publ and Medium Enterprise Exchange (in this case being the “S
Regulation 106(P) of the SEBI (ICDR) Regulations, the Lead Manager to the Issue shall underwrite minimum 1
gulation 106(R) of the SEBI (ICDR) Regulations, we shalllottees in the Issue shall be greater than or equal to fifty
ney will be unblocked forthwith. If such money is not rehe date our Company becomes liable to repay it, then our
RES
tion passed by the Board of resolution passed in Extra-mpanies Act, 2013.
sing its name in the Draft h is the Designated Stock
trol of Promoter, Promoter ohibited from accessing the urities, under any order or
pending against them, nor persons in control of our moter, director or person in rder or direction passed by
o action taken by the SEBI omoters or directors.
s Act, 2013) of Promoter or aulter by the RBI or other itted by any of them in the
rovided under section titled s Draft Prospectus.
egulations for this Issue.
lations; and this Issue is an
M) (1) and other provisions e post issue paid up capital e public and propose to list the “SME Platform of BSE
tions, this issue is 100% um 15% of the Total Issue
e shall ensure that the total o fifty (50), otherwise, the not repaid within eight (8) en our Company and every
AKI India Limited
officer in default shall, onapplication money, with an i
• In accordance with Regulatdocument with SEBI nor haensure that our Lead Managincluding additional confirmStock Exchange and the Reg
• In accordance with Regulathave entered into an agreemMarket Making for a minimuSME Platform of BSE Ltd.
• We further confirm that we sissue under Chapter XB of circulars and guidelines issu
• As per Regulation 106(M)(36(3), Regulation 8, Regulatioregulation (1) of Regulation
1. As per BSE Noticerecord of at least 3 from operations for
Particul
Earnings Before D
and Tax (as restate
2. Our Company shal
agreement with boregistration with thNational Securitieconnectivity.
3. Our Company has a
4. Our Company has (BIFR).
5. There is no winding
liquidator has not b
6. No material regulathe past three years
7. There has been no
date of filing applic
8. We confirm that webe listed on the SM
Compliance with Part A of Schedul
Our Company is in compliance withexemption from eligibility norms has
163
ll, on and from expiry of eight (8) Working Days, be th an interest at the rate as prescribed under the Companies A
egulation 106(O) the SEBI (ICDR) Regulations, we havnor has SEBI issued any observations on our Draft Prospanager submits a copy of the Prospectus along with a Due
onfirmations as required to SEBI at the time of filing the De Registrar of Companies.
egulation 106(V) of the SEBI (ICDR) Regulations, we heagreement with the Lead Manager and a Market Maker tinimum period of three (3) years from the date of listing of
Ltd.
at we shall be complying with all the other requirements as B of SEBI (ICDR) Regulations, as amended from time tos issued by SEBI and the Stock Exchange.
6(M)(3) of SEBI (ICDR) Regulations, the provisions of Rgulation 9, Regulation 10, Regulation 25, Regulation 26, Rlation 49 of SEBI (ICDR) Regulations, 2009 shall not apply
Notice no: 20180711-23 dated 11th July, 2018 the Companyeast 3 years and Positive Cash Accruals (Earnings Before Dns for at least 2 financial years preceding the Application.
rticulars For F.Y. 2017-18 For F.Y. 2016
efore Depreciation
restated)
266.53 163.65
y shall mandatorily facilitate trading in demat securities aith both the depositories. The Company has entered inith the Central Depositary Services Limited (CDSL) dated
curities Depository Limited dated March 09, 2018 a
y has a website i.e. www.groupaki.com
y has not been referred to the Board for Industrial and Fina
inding up petition against our Company that has been admi not been appointed of competent Jurisdiction against the C
regulatory or disciplinary action by a stock exchange or re years against the applicant company.
no change in the promoter/s of the Company in the prec application to BSE for listing on SME segment.
hat we comply with all the above requirements / conditions he SME Platform of the BSE Ltd
hedule VIII of the SEBI (ICDR) Regulations
e with the provisions specified in Part A of the SEBI (ICs has been sought under Regulation 109 of the SEBI (ICD
s, be liable to repay such anies Act, 2013.
e have not filed this Issue Prospectus. Also, we shall a Due Diligence Certificate g the Draft Prospectus with
we hereby confirm that we aker to ensure compulsory ting of Equity Shares on the
s laid down for such an ime to time and subsequent
of Regulations 6(1), 6(2), 26, Regulation 27 and sub- apply to us in this Issue.
mpany should have a track fore Depreciation and Tax)
(Amt. in Lakhs.)
2016-17 For F.Y. 2015-16
147.70
ities and will enter into an red into an agreement for dated March 08, 2018 and 018 and for establishing
d Financial Reconstruction
admitted by the Court or a the Company.
e or regulatory authority in
e preceding one year from
itions so as to be eligible to
I (ICDR) Regulations. No I (ICDR) Regulations, with
AKI India Limited
respect to the Issue. Further, our Comcompany.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UND
SECURITIES AND EXCHANGE
DEEMED OR CONSTRUED THA
SEBI DOES NOT TAKE ANY RE
ANY SCHEME OR THE PROJE
FOR THE CORRECTNESS OF T
ISSUE DOCUMENT. THE LEAD
HAS CERTIFIED THAT THE
GENERALLY ADEQUATE AND
AND DISCLOSURE REQUIREM
THIS REQUIREMENT IS TO FA
FOR MAKING INVESTMENT IN
IT SHOULD ALSO BE CLEARL
RESPONSIBLE FOR THE CORR
INFORMATION IN THE IS
MANAGEMENT SERVICES LI
ENSURE THAT THE ISSUER
BEHALF AND TOWARDS THIS P
TO STOCK EXCHANGE/SEBI A
ALSO BE SUBMITTED TO SEB
BEFORE OPENING OF THE ISS
REGULATIONS, 1992 AFTER FI
ISSUE.
WE, THE UNDER NOTED LEA
ISSUE STATE AND CONFIRM A
WE HAVE EXAMINED VAR
LITIGATION LIKE COMMER
COLLABORATORS, ETC. AN
FINALISATION OF THE DRAFT
ON THE BASIS OF SUCH EXA
DIRECTORS AND OTHER OFFI
OF THE STATEMENTS CONCE
AND THE CONTENTS OF TH
ISSUER, WE CONFIRM THAT:
THE DRAFT PROSPECTUS FI
DOCUMENTS, MATERIALS AND
ALL THE LEGAL REQUIREME
GUIDELINES, INSTRUCTIONS,
GOVERNMENT AND ANY OTH
DULY COMPLIED WITH; AND
THE DISCLOSURES MADE IN T
TO ENABLE THE INVESTOR
INVESTMENT IN THE PROPOS
WITH THE REQUIREMENTS O
THE COMPANIES ACT, 1956, TH
164
ur Company has not been formed by the conversion of a p
SEBI
UNDERSTOOD THAT SUBMISSION OF ISSUE DO
NGE BOARD OF INDIA (SEBI) SHOULD NOT I
THAT THE SAME HAS BEEN CLEARED OR APP
Y RESPONSIBILITY EITHER FOR THE FINANCIA
ROJECT FOR WHICH THE ISSUE IS PROPOSED
OF THE STATEMENTS MADE OR OPINIONS EX
LEAD MANAGER, FINSHORE MANAGEMENT SE
THE DISCLOSURES MADE IN THE ISSUE D
AND ARE IN CONFORMITY WITH THE SEBI (IS
REMENTS) REGULATIONS, 2009 IN FORCE FOR T
TO FACILITATE INVESTORS TO TAKE AN INFO
T IN THE PROPOSED ISSUE.
EARLY UNDERSTOOD THAT WHILE THE ISSUE
ORRECTNESS, ADEQUACY AND DISCLOSURE OF
E ISSUE DOCUMENT, THE LEAD MANAG
S LIMITED IS EXPECTED TO EXERCISE DUE
ER DISCHARGES ITS RESPONSIBILITY ADEQU
HIS PURPOSE, THE LEAD MERCHANT BANKER H
EBI A DUE DILIGENCE CERTIFICATE DATED [
SEBI AFTER REGISTERING THE PROSPECTUS
E ISSUE IN ACCORDANCEWITHTHE SEBI (MERC
ER FILINGOF PROSPECTUSWITH ROC AND BEFO
LEAD MANAGER TO THE ABOVE MENTIONED
M AS FOLLOWS:
VARIOUS DOCUMENTS INCLUDING THOSE
MERCIAL DISPUTES, PATENT DISPUTES,
. AND OTHER MATERIAL IN CONNECTIO
AFT PROSPECTUS PERTAINING TO THE SAID IS
EXAMINATION AND THE DISCUSSIONS WITH
OFFICERS, OTHER AGENCIES, AND INDEPENDEN
NCERNING THE OBJECTS OF THE ISSUE, PRICE
THE DOCUMENTS AND OTHER PAPERS FUR
AT:
S FILED WITH THE BOARD IS IN CONFORM
S AND PAPERS RELEVANT TO THE ISSUE;
EMENTS RELATING TO THE ISSUE AS ALSO TH
IONS, ETC. FRAMED/ISSUED BY THE BOARD
OTHER COMPETENT AUTHORITY IN THIS BEH
ND
E IN THE DRAFT PROSPECTUS ARE TRUE, FAIR
TORS TO MAKE A WELL INFORMED DECIS
OPOSED ISSUE AND SUCH DISCLOSURES ARE I
TS OF THE COMPANIES ACT, 2013, APPLICABLE
56, THE SECURITIES AND EXCHANGE BOARD OF
of a partnership firm into a
E DOCUMENT TO THE
OT IN ANY WAY BE
APPROVED BY SEBI.
NCIAL SOUNDNESS OF
SED TO BE MADE OR
S EXPRESSED IN THE
T SERVICES LIMITED
UE DOCUMENT ARE
I (ISSUE OF CAPITAL
OR THE TIME BEING.
INFORMED DECISION
SSUER IS PRIMARILY
RE OF ALL RELEVANT
ANAGER, FINSHORE
DUE DILIGENCE TO
DEQUATELY IN THIS
ER HAS FURNISHED.
ED [●] WHICH SHALL
CTUSWITH ROC AND
ERCHANT BANKERS)
BEFORE OPENING OF
ONED FORTHCOMING
OSE RELATING TO
ES, DISPUTES WITH
ECTION WITH THE
ID ISSUE
ITH THE ISSUER, ITS
NDENT VERIFICATION
RICE JUSTIFICATION
FURNISHED BY THE
FORMITY WITH THE
O THE REGULATIONS
ARD, THE CENTRAL
BEHALF HAVE BEEN
FAIR AND ADEQUATE
ECISION AS TO THE
RE IN ACCORDANCE
ABLE PROVISIONS OF
D OF INDIA (ISSUE OF
AKI India Limited
CAPITAL AND DISCLOSURE
APPLICABLE LEGAL REQUIRE
WE CONFIRM THAT BESIDES
DRAFT PROSPECTUS ARE RE
REGISTRATION IS VALID.
WE HAVE SATISFIED OURSEL
FULFILL THEIR UNDERWRITIN
WE CERTIFY THAT WRITTEN
INCLUSION OF THEIR SPECIF
SUBJECT TO LOCK-IN AND T
PROMOTERS’ CONTRIBUTION
TRANSFERRED BY THE PROM
FILING THE DRAFT PROSPECT
OF LOCK-IN PERIOD AS STATE
WE CERTIFY THAT REGULAT
INDIA (ISSUE OF CAPITAL AND
RELATES TO SPECIFIED SECU
CONTRIBUTION, HAS BEEN DU
TO COMPLIANCE WITH THE
PROSPECTUS: COMPLIED WIT
WE UNDERTAKE THAT SUB-RE
OF SUB-REGULATION (2) OF R
OF INDIA (ISSUE OF CAPITA
SHALL BE COMPLIED WITH. W
ENSURE THAT PROMOTERS’
BEFORE THE OPENING OF TH
TO THIS EFFECT SHALL BE D
THAT ARRANGEMENTS HA
CONTRIBUTION SHALL BE
COMMERCIAL BANK AND SH
PROCEEDS OF THE PUBLIC ISS
WE CERTIFY THAT THE PROP
ARE BEING RAISED IN THE PR
THE OBJECT CLAUSE OF THE
THE ISSUER AND THAT THE A
ARE VALID IN TERMS OF THE
WE CONFIRM THAT NECESSA
THE MONEYS RECEIVED PUR
ACCOUNT AS PER THE PRO
COMPANIES ACT, 2013 AND TH
ONLY AFTER PERMISSION IS
IN THE DRAFT PROSPECTUS.
INTO BETWEEN THE BANKER
THIS CONDITION – NOTED FOR
WE CERTIFY ALL THE SHA
COMPLIANCE WITH THE PRO
THE DEPOSITORIES ACT, 1996
WE CERTIFY THAT ALL THE A
AND EXCHANGE BOARD OF IN
REGULATIONS, 2009 HAVE BE
165
SURE REQUIREMENTS) REGULATIONS, 200
UIREMENTS.
IDES OURSELVES, ALL THE INTERMEDIARIES
E REGISTERED WITH THE BOARD AND THAT T
RSELVES ABOUT THE CAPABILITY OF THE UN
RITING COMMITMENTS-NOTED FOR COMPLIAN
TTEN CONSENT FROM PROMOTER HAS BEEN
ECIFIED SECURITIES AS PART OF PROMOTERS
ND THE SPECIFIED SECURITIES PROPOSED TO
TION SUBJECT TO LOCK-IN SHALL NOT BE DI
ROMOTER DURING THE PERIOD STARTING FRO
PECTUS WITH THE BOARD TILL THE DATE OF C
TATED IN THE DRAFT PROSPECTUS.
ULATION 33 OF THE SECURITIES AND EXCHA
AND DISCLOSURE REQUIREMENTS) REGULATI
SECURITIES INELIGIBLE FOR COMPUTATION
N DULY COMPLIED WITH AND APPROPRIATE
THE SAID REGULATION HAVE BEEN MADE
WITH
REGULATION (4) OF REGULATION 32 AND CL
OF REGULATION 8 OF THE SECURITIES AND EX
PITAL AND DISCLOSURE REQUIREMENTS) REG
TH. WE CONFIRM THAT ARRANGEMENTS HAVE
RS’ CONTRIBUTION SHALL BE RECEIVED AT
F THE ISSUE. WE UNDERTAKE THAT AUDITOR
BE DULY SUBMITTED TO THE BOARD. WE FUR
HAVE BEEN MADE TO ENSURE THA
BE KEPT IN AN ESCROW ACCOUNT WITH
D SHALL BE RELEASED TO THE ISSUER AL
IC ISSUE. – NOT APPLICABLE
PROPOSED ACTIVITIES OF THE ISSUER FOR WH
E PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJ
THE MEMORANDUM OF ASSOCIATION OR OTH
HE ACTIVITIES WHICH HAVE BEEN CARRIED
THE OBJECT CLAUSE OF ITS MEMORANDUM OF
ESSARY ARRANGEMENTS HAVE BEEN MADE T
PURSUANT TO THE ISSUE ARE KEPT IN A S
PROVISIONS OF SUB-SECTION (3) OF SECT
D THAT SUCH MONEYS SHALL BE RELEASED BY
N IS OBTAINED FROM ALL THE STOCK EXCHAN
TUS. WE FURTHER CONFIRM THAT THE AGREE
KERS TO THE ISSUE AND THE ISSUER SPECIFIC
D FOR COMPLIANCE
SHARES SHALL BE ISSUED IN DEMATERIA
PROVISIONS OF SECTION 29 OF THE COMPANIE
1996 AND THE REGULATIONS MADE THEREUNDE
THE APPLICABLE DISCLOSURES MANDATED IN
OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
E BEEN MADE IN ADDITION TO DISCLOSURES
2009 AND OTHER
RIES NAMED IN THE
AT TILL DATE SUCH
E UNDERWRITERS TO
LIANCE
BEEN OBTAINED FOR
TERS’ CONTRIBUTION
D TO FORM PART OF
E DISPOSED / SOLD /
FROM THE DATE OF
OF COMMENCEMENT
XCHANGE BOARD OF
LATIONS, 2009, WHICH
ION OF PROMOTERS
ATE DISCLOSURES AS
ADE IN THE DRAFT
D CLAUSE (C) AND (D)
D EXCHANGE BOARD
) REGULATIONS, 2009
HAVE BEEN MADE TO
AT LEAST ONE DAY
ITORS’ CERTIFICATE
E FURTHER CONFIRM
THAT PROMOTERS’
ITH A SCHEDULED
R ALONG WITH THE
R WHICH THE FUNDS
N OBJECTS’ LISTED IN
OTHER CHARTER OF
IED OUT UNTIL NOW
M OF ASSOCIATION.
DE TO ENSURE THAT
A SEPARATE BANK
SECTION 40 OF THE
ED BY THE SAID BANK
CHANGE MENTIONED
GREEMENT ENTERED
CIFICALLY CONTAINS
ERIALIZED FORM IN
ANIES ACT, 2013 AND
UNDER.
D IN THE SECURITIES
URE REQUIREMENTS)
URES WHICH, IN OUR
AKI India Limited
VIEW, ARE FAIR AND ADEQ
INFORMED DECISION.
WE CERTIFY THAT THE FOL
PROSPECTUS:
AN UNDERTAKING FROM THE
ONE DENOMINATION FOR THE
AN UNDERTAKING FROM THE
AND ACCOUNTING NORMS SPE
WE UNDERTAKE TO CO
ADVERTISEMENT IN TERMS O
OF CAPITAL AND DISCLOSURE
ISSUE.
WE ENCLOSE A NOTE EXPLA
EXERCISED BY US IN VIEW O
THE ISSUER, SITUATION AT
FACTORS, PROMOTERS EXPER
WE ENCLOSE A CHECKLIST
APPLICABLE PROVISIONS OF
OF CAPITAL AND DISCLOSU
DETAILS SUCH AS THE REGUL
PAGE NUMBER OF THE DR
COMPLIED WITH AND OUR CO
WE ENCLOSE STATEMENT O
MERCHANT BANKER BELOW (
FORMAT SPECIFIED BY SEB
OCTOBER 30, 2015.
WE CERTIFY THAT PROFITS F
LEGITIMATE BUSINESS TRA
TRANSACTIONS REPORTED IN
FINANCIAL INFORMATION OF
ADDITIONAL CONFIRMATION
DUE DILIGENCE CERTIFICATE
SME EXCHANGE
WE CONFIRM THAT NONE OF
HAVE BEEN DEBARRED FROM
WE CONFIRM THAT ALL THE
BEEN MADE IN DRAFT PROSP
IN THE ISSUER OR RELATING
AND TRADING OF THE SPECI
INFORMED THROUGH PUBLIC
IN WHICH PRE-ISSUE ADVE
CLOSURE OF THE ISSUE HAVE
WE CONFIRM THAT THE ABR
SPECIFIED IN THE SECURITIE
DISCLOSURE REQUIREMENTS
166
ADEQUATE TO ENABLE THE INVESTOR TO
FOLLOWING DISCLOSURES HAVE BEEN MADE
THE ISSUER THAT AT ANY GIVEN TIME, THERE
THE EQUITY SHARES OF THE ISSUER AND
THE ISSUER THAT IT SHALL COMPLY WITH SU
S SPECIFIED BY THE BOARD FROM TIME TO TIM
COMPLY WITH THE REGULATIONS P
MS OF THE SECURITIES AND EXCHANGE BOARD
SURE REQUIREMENTS) REGULATIONS, 2009 WH
XPLAINING HOW THE PROCESS OF DUE DILIG
EW OF THE NATURE OF CURRENT BUSINESS B
N AT WHICH THE PROPOSED BUSINESS STA
XPERIENCE, ETC.
IST CONFIRMING REGULATION-WISE COMPLI
S OF THE SECURITIES AND EXCHANGE BOARD
LOSURE REQUIREMENTS) REGULATIONS, 20
EGULATION NUMBER, ITS TEXT, THE STATUS O
DRAFT PROSPECTUS WHERE THE REGULA
R COMMENTS, IF ANY.
NT ON ‘PRICE INFORMATION OF PAST ISSUE
OW (WHO ARE RESPONSIBLE FOR PRICING THI
SEBI THROUGH CIRCULAR NO. CIR/CFD/D
ITS FROM RELATED PARTY TRANSACTIONS HAV
TRANSACTIONS-TO THE EXTENT OF THE R
ED IN ACCORDANCE WI TH ACCOUNTING STAN
N OF THE COMPANY INCLUDED IN THE DRAFT P
TIONS/ CERTIFICATION TO BE GIVEN BY MERCH
CATE TO BE GIVEN ALONG WITH ISSUE DOCUM
E OF THE INTERMEDIARIES NAMED IN THE DRA
ROM FUNCTIONING BY ANY REGULATORY AUTH
THE MATERIAL DISCLOSURES IN RESPECT OF T
OSPECTUS AND CERTIFY THAT ANY MATERIAL
TING TO THE ISSUE UP TO THE COMMENCEM
PECIFIED SECURITIES ISSUED THROUGH THIS
BLIC NOTICES/ ADVERTISEMENTS IN ALL THO
ADVERTISEMENT AND ADVERTISEMENT FO
AVE BEEN GIVEN.
ABRIDGED PROSPECTUS CONTAINS ALL THE
ITIES AND EXCHANGE BOARD OF INDIA (ISSUE
ENTS) REGULATIONS, 2009 - NOTED FOR COMPLI
TO MAKE A WELL
MADE IN THE DRAFT
HERE SHALL BE ONLY
H SUCH DISCLOSURE
O TIME.
S PERTAINING TO
ARD OF INDIA (ISSUE
9 WHILE MAKING THE
IGENCE HAS BEEN
SS BACKGROUND OR
STANDS, THE RISK
MPLIANCE WITH THE
ARD OF INDIA (ISSUE
S, 2009, CONTAINING
TUS OF COMPLIANCE,
ULATION HAS BEEN
ISSUES HANDLED BY
THIS ISSUE)’, AS PER
FD/DIL/7/2015 DATED
S HAVE ARISEN FROM
HE RELATED PARTY
ANDARD-18 IN THE
AFT PROSPECTUS.
ERCHANT BANKER IN
CUMENT REGARDING
DRAFT PROSPECTUS
AUTHORITY.
OF THE ISSUER HAVE
RIAL DEVELOPMENT
CEMENT OF LISTING
THIS ISSUE SHALL BE
THOSE NEWSPAPERS
FOR OPENING OR
THE DISCLOSURES AS
SUE OF CAPITAL AND
MPLIANCE.
AKI India Limited
WE CONFIRM THAT AGREEME
FOR DEMATERIALISATION OF
COMPLIANCE.
WE CERTIFY THAT AS PER TH
(4) OF REGULATION 32 OF S
CAPITAL AND DISCLOSURE
STATEMENT HAS BEEN PREP
APPLICABLE
WE CERTIFY THAT REGULAT
INDIA (ISSUE OF CAPI TAL
WHICH RELATES TO EQUITY
CONTRIBUTION, HAS BEEN DU
TO COMPLIANCE WITH THE
PROSPECTUS.
WE CONFIRM THAT UNDERW
REQUIREMENTS OF REGULAT
BOARD OF INDIA (ISSUE OF C
2009 HAVE BEEN MADE.
Note:
The filing of this Draft Prospectus d
34, section 35, Section 36 and Sectio
such statutory and / or other clearan
reserves the right to take up at an
Prospectus.
All legal requirements pertaining to t
with the Registrar of Companies, Ka
Act, 2013.
167
EEMENTS HAVE BEEN ENTERED INTO WITH TH
N OF THE SPECIFIED SECURITIES OF THE ISSU
R THE REQUIREMENTS OF FIRST PROVISO TO S
OF SECURITIES AND EXCHANGE BOARD OF
SURE REQUIREMENTS) REGULATIONS, 2009
PREPARED AND DISCLOSED IN THE DRAFT PRO
ULATION 33 OF THE SECURITIES AND EXCHA
TAL AND DISCLOSURE REQUIREMENTS) REG
UITY SHARES INELIGIBLE FOR COMPUTATION
N DULY COMPLIED WITH AND APPROPRIATE
THE SAID REGULATION HAVE BEEN MADE
DERWRITING AND MARKET MAKING ARRANG
ULATION 106P AND 106V OF THE SECURITIES
OF CAPITAL AND DISCLOSURE REQUIREMENTS
us does not, however, absolve our company from any lia
ection 38 (1) of the Companies Act, 2013 or from the req
arances as may be required for the purpose of the propose
t any point of time, with the LM any irregularities or
to the Issue will be complied with at the time of registrat
, Kanpur, Uttar Pradesh in terms of sections 26, 32 and
H THE DEPOSITORIES
ISSUER – NOTED FOR
TO SUB-REGULATION
OF INDIA (ISSUE OF
2009; CASH FLOW
PROSPECTUS. - NOT
XCHANGE BOARD OF
REGULATIONS, 2009,
ION OF PROMOTERS
ATE DISCLOSURES AS
DE IN THE DRAFT
ANGEMENTS AS PER
TIES AND EXCHANGE
ENTS) REGULATIONS,
y liabilities under section
requirement of obtaining
posed Issue. SEBI further
s or lapses in the Draft
stration of the Prospectus
and 33 of the Companies
AKI India Limited
Statement on Price Information of
Sl.
No. Issuer Name
Issue
Size
(Cr)
Issu
Pric
(in
rs.)
1 East India Securities Ltd
92.74 92
2
Sungold Media And Entertainment Limited
1.35
3 Powerful Technologies Limited
13.54
1. the benchmark index is sensex whe
Summary statement of Disclosure:
Financ
ial
Year
Tot
al
no.
of
IP
Os
Total
Fund
s
Raise
d(` in
Cr.)
Nos. of IPO
trading at
- 30th cale
day from l
day
Ov
er
50
%
Betw
en 2
50%
2016-17
0 NA N.A
N.A
2017-18
1 92.74 N.A
N.A
2018-19$
2 14.89 N.A
1
$ Upto September 05, 2018
Track Record of past issues handle
For details regarding track recordCIR/MIRSD/1/2012 dated January
www.finshoregroup.com
168
on of Past Issues handled by Finshore Management Serv
Issue
Price
(in
rs.)
Listing
Date
Openi
ng
Price
on
Listin
g Date
+/-% change in
closing price, [+/-
% change in
Closing
benchmark] 30th
calendar days
from listing
+/-
In c
pric
cha
clos
ben
90th
day
listi
920 13/03/2018 921.9 102[0.72]
10 27/08/2018 9.75 NA
51 28/08/2018 48.00 NA
where the securities has been listed in BSE SME.
sure:
f IPOs
g at discount
calendar
om listing
Nos. of IPOs
trading at
premium - 30th
calendar day from
listing day
Nos. of IPOs
trading at discount
- 180th calendar
day from listing
day
Betwe
en 25-
50%
Les
s
tha
n
25
%
Ov
er
50
%
Betwe
en 25-
50%
Les
s
tha
n
25
%
Ov
er
50
%
Betwe
en 25-
50%
Les
s
tha
n
25
%
N.A N.A
N.A
N.A N.A
N.A
N.A N.A
N.A N.A
N.A
N.A 1 N.A
N.A N.A
1 N.A
N.A N.A
N.A
N.A N.A
andled by Finshore Management Services Limited
record of LM to the Issue as specified in the Ciruary 10, 2012 issued by the SEBI, please refer the we
t Services Limited:
- % change
In closing
price, [+/
change in
closing
benchmark]
90th calendar
days from
listing
+/- % change
in closing
price, [+/- %
change in
closing
benchmark]-
180th calendar
days from
listing
0.86[+5.42] NA
NA NA
NA NA
unt
Nos. of IPOs
trading at
premium - 180th
calendar day from
listing day
Les
tha
Ov
er
50
%
Betwe
en 25-
50%
Les
s
tha
n
25
%
N.A
N.A N.A
N.A
N.A N.A
N.A
N.A N.A
e Circular reference no. he website of the LM at:
AKI India Limited
Disclaimer from our Company and
Our Company and the LM accept noProspectus or, in case of the CompCompany’s instance and anyone placher own risk. The LM accepts no responsibility, between the LM (Finshore ManagemUnderwriting Agreement dated [●] anMaking Agreement dated [●] entered All information shall be made availabselective or additional information wincluding at road show presentations, The LM and their respective associatour Company, our Promoter Group, engaged, or may in future engage,Company, our Promoter Group, Groand may in future receive compensati
Caution
Investors who apply in the Issue wiCompany and the Underwriters and tthey are eligible under all applicable of our Company and will not Issue, seis not eligible under applicable laws, Company. Our Company, the Undrepresentatives accept no responsibilito acquire the Equity Shares in the Iss
Disclaimer in Respect of Jurisdictio
This Issue is being made in India to are majors, HUFs, companies, corpoauthorized to invest in shares, Indcommercial banks, regional rural bapplicable trust law and who are authinstitutions as specified in Section corporations, insurance companies provident funds (subject to applicablea minimum corpus of ` 2,500.00 Lakand bilateral development financial inmanaged by army, navy or air forceDepartment of Posts, India providedEquity Shares of our Company. Thinvitation to subscribe for Equity Shwhom it is unlawful to make an IssuDraft Prospectus comes is required to Any dispute arising out of this IssuePradesh, India only. No action has been, or will be, takerequired for that purpose. Accordinglor indirectly, and this Draft Prospectulegal requirements applicable in suchereunder shall, under any circumsta
169
y and the Lead Manager
ept no responsibility for statements made otherwise than th Company, in any advertisements or any other material e placing reliance on any other source of information would
ility, save to the limited extent as provided in the Issueanagement Services Limited) and our Company on Augu
●] an entered into between the Underwriters and our Comntered into among the Market Maker and our Company.
available by our Company and the LM to the public and invtion would be available for a section of the investors in antions, in research or sales reports, at collection centres or els
sociates and affiliates may engage in transactions with, androup, or our affiliates or associates in the ordinary course gage, in commercial banking and investment banking t, Group Entities, and our affiliates or associates, for whicensation.
ue will be required to confirm and will be deemed to hav and their respective directors, officers, agents, affiliates an
icable laws, rules, regulations, guidelines and approvals to asue, sell, pledge or transfer the Equity Shares of our Compa laws, rules, regulations, guidelines and approvals to acquire Underwriters and their respective directors, officers, ansibility or liability for advising any investor on whether suthe Issue.
sdiction
dia to persons resident in India (including Indian nationals , corporate bodies and societies registered under applicabs, Indian mutual funds registered with SEBI, Indian fural banks, cooperative banks (subject to RBI permissie authorized under their constitution to hold and invest in shction 2(72) of the Companies Act, 2013, VCFs, state inanies registered with the Insurance Regulatory and Devlicable law) with a minimum corpus of ₹ 2,500.00 Lakh an00 Lakh, and permitted non-residents including FIIs, Eligibcial institutions, FVCIs and eligible foreign investors, insur
r force of the Union of India and insurance funds set up ovided that they are eligible under all applicable laws any. This Draft Prospectus does not, however, constitute aity Shares Issued hereby in any jurisdiction other than Inn Issue or invitation in such jurisdiction. Any person into wired to inform himself or herself about, and to observe, any s
Issue will be subject to jurisdiction of the competent cour
e, taken to permit a public Issuing in any jurisdiction whrdingly, the Equity Shares represented hereby may not be Isspectus may not be distributed in any jurisdiction, except in
in such jurisdiction. Neither the delivery of this Draft Proumstances, create any implication that there has been no ch
than those contained in this terial issued by or at our
would be doing so at his or
Issue Agreement entered August 31, 2018 and the r Company and the Market
nd investors at large and no in any manner whatsoever s or elsewhere.
h, and perform services for, ourse of business and have king transactions with our r which they have received
to have represented to our tes and representatives that ls to acquire Equity Shares ompany to any person who cquire Equity Shares of our
cers, agents, affiliates and her such investor is eligible
onals resident in India who plicable laws in India and dian financial institutions, rmission), or trusts under
st in shares, public financial ate industrial development d Development Authority, akh and pension funds with Eligible NRIs, multilateral , insurance funds set up and et up and managed by the ws and regulations to hold tute an Issue to sell or an han India to any person to into whose possession this , any such restrictions.
t court(s) in Kanpur, Uttar
ion where action would be t be Issued or sold, directly cept in accordance with the aft Prospectus nor any sale no change in the affairs of
AKI India Limited
our Company from the date hereof orto this date.
Disclaimer Clause of the SME Platf
As required, a copy of this Issue DocBSE has given vide its letter Ref.: [●Document on which this Issuer’s secdocument for its limited internal purpIssuer. It is to be distinctly understodeemed or construed that the Issue dwarrant, certify or endorse the correcdoes it warrant that this Issuer’s securtake any responsibility for the financscheme or project of this Issuer. Every person who desires to apply foindependent inquiry, investigation anby reason of any loss which may subscription /acquisition whether by rwhatsoever.
Disclaimer Clause under Rule 144A
The Equity Shares have not been, an(the "Securities Act") or any state secUnited States or to, or for the accoSecurities Act), except pursuant to requirements of the Securities Act. AStates in compliance with Regulationthose Issues and sales occur. The Eqqualified in any other jurisdiction outby persons in any such jurisdiction, ex Further, each Applicant where requircreate any economic interest therein, issued against the Equity Shares or transaction not subject to, the registralaws and legislations in each jurisdict
Filing
The Draft Prospectus is being filed w A copy of this Draft Prospectus shalProspectus in term of Regulation 1Prospectus shall be filed with SEBI Building, 16, Sansad Marg, New Delh A copy of the Prospectus, along with 2013 would be delivered for registraLine, Kanpur- 208002, Uttar Pradesh,
Listing
The Equity Shares of our Company principle approval from BSE by way BSE will be the Designated Stock Exthe permission to deal in and for an o
170
reof or that the information contained herein is correct as of
Platform of BSE
e Document has been submitted to BSE Limited (hereinafte●] dated at permission to the Issuer to use the Exchang
r’s securities are proposed to be listed. The Exchange has sal purpose of deciding on the matter of granting the aforesaderstood that the aforesaid permission given by BSE shoussue document has been cleared or approved by BSE; nor d correctness or completeness of any of the contents of thiss securities will be listed or will continue to be listed on the financial or other soundness of this Issuer, its Promoter, its
pply for or otherwise acquire any securities of this Issuer mion and analysis and shall not have any claim against the E may be suffered by such person consequent to or in cer by reason of anything stated or omitted to be stated herei
e 144A of the U.S. Securities Act
en, and will not be, registered under the U.S. Securities Aate securities laws in the United States and may not be Issu account or benefit of, "U.S. persons" (as defined in Rent to an exemption from, or in a transaction not subjecAct. Accordingly, the Equity Shares will be Issued and soulation S of the Securities Act and the applicable laws of the Equity Shares have not been, and will not be, registereon outside India and may not be Issued or sold, and Application, except in compliance with the applicable laws of such j
required agrees that such Applicant will not sell or transfer erein, including any off-shore derivative instruments, such ares or any similar security, other than pursuant to an exeegistration requirements of the Securities Act and in complrisdiction, including India.
iled with BSE Limited.
s shall not be filed with the SEBI, nor will SEBI issue antion 106(M) (3) of the SEBI (ICDR) Regulations. HowSEBI at the Securities and Exchange Board of India, 5th Fw Delhi - 110001, Delhi, India for their record purpose only
with the documents required to be filed under Section 32 oegistration to the Registrar of Companies, Kanpur, 10/499adesh, India.
pany are proposed to be listed on BSE SME. Our Compy way of its letter dated [●] for listing of equity shares on BS
ck Exchange, with which the Basis of Allotment will be finaor an official quotation of the Equity Shares on the SME Pl
t as of any time subsequent
inafter referred to as BSE). change’s name in this Issue has scrutinized draft Issue
aforesaid permission to this should not in any way be ; nor does it in any manner of this Issue document; nor n the Exchange; nor does it ter, its management or any
suer may do so pursuant to t the Exchange whatsoever r in connection with such herein or any other reason
ities Act 1933, as amended be Issued or sold within the in Regulation S under the subject to, the registration and sold outside the United
s of the jurisdiction where gistered, listed or otherwise pplicants may not be made
such jurisdiction.
ansfer any Equity Shares or such as participatory notes, n exemption from, or in a compliance with applicable
sue any observation on the . However, a copy of the 5th Floor, Bank of Baroda e only.
n 32 of the Companies Act, 0/499-B,Allenganj, Khalasi
Company has obtained in- on BSE SME.
be finalized for the Issue. If ME Platform is not granted
AKI India Limited
by BSE, our Company shall forthwpursuance of this Draft Prospectus. Ifbecomes liable to repay it, then our Cdays, be liable to repay such applicati2013. Our Company shall ensure that allcommencement of trading at the SMEof the Issue Closing Date.
Impersonation
Attention of the Applicants is speciCompanies Act, 2013 which is reprod Any person who- Makes or abets making of an applicasecurities; or Makes or abets making of multiple aphis name or surname for acquiring orcompany to allot, or register any tranbe liable to action under section 447 o
Consents
Consents in writing of (a) Our DirectFinancial Officer, Syndicate MembeAuditor, Our Banker(s) to the CompaAdvisor to the Issue, Underwriter(scapacities shall be obtained as requifiled along with a copy of the Prosp2013 and such consents will not be wthe RoC. In accordance with the Companies AStatutory Auditors of the Companyrespective reports on “Statement of statements as included in this Draft Pand such consent and reports will not
Experts Opinion
Except for the reports in the sectioBenefits” on page 144 and page 77Auditor respectively, our Company hbe construed to mean an “expert”" as
Expenses of the Issue
The Estimated Issue expenses are as u
Activity
Payment to LM including, Undcommissions, Brokerages, paymentsuch as Legal Advisors, Registrars, Bof Pocket Expenses
171
forthwith repay, without interest, all moneys received frotus. If such money is not repaid within eight (8) days from t our Company and every officer in default shall, on and froplication money, with interest at the rate as prescribed unde
hat all steps for the completion of the necessary formaSME Platform of BSE mentioned above are taken within S
specifically drawn to the provisions of sub-section (1) reproduced below:
pplication in a fictitious name to a company for acquiring,
iple applications to a company in different names or in diffeing or subscribing for its securities; or Otherwise induces dy transfer of, securities to him, or to any other person in a 447 of the Companies, Act 2013
Directors, Our Promoters, Our Company Secretary & Compembers, Our Statutory Auditor, Key Managerial Personnompany; (b) Lead Manager, Registrar to the Issue, Banker
riter(s) to the Issue and Market Maker to the Issue to a required as required under section 26 of the Companies AProspectus with the RoC, as required under Sections 32 oft be withdrawn up to the time of delivery of the Prospectus
nies Act and the SEBI (ICDR) Regulations, Jaiswal Misrampany has agreed to provide their written consent to nt of Tax Benefits” relating to the possible tax benefits araft Prospectus/Prospectus in the form and context in whic
ill not be withdrawn up to the time of delivery of this Draft P
section “Financial Statement as Restated” and “Statem
77 of this Draft Prospectus from the Peer Review Aupany has not obtained any expert opinions. However, the tet”" as defined under the U.S. Securities Act 1933.
re as under:
Expenses
(Rs in Lakh)
% of
Estimat
Expen
, Underwriting and Selling yment to other intermediaries rars, Bankers etc. and other Out
26.50
ed from the applicants in from the date our Company nd from expiry of eight (8)
d under the Companies Act,
formalities for listing and ithin Six (6) Working Days
n (1) of Section 38 of the
iring, or subscribing for, its
in different combinations of uces directly or indirectly a n in a fictitious name, Shall
Compliance Officer, Chief ersonnel, Our Peer Review anker (s) to the Issue, Legal e to act in their respective nies Act, 2013 and shall be 32 of the Companies Act, pectus for registration with
Misra & Company & co., the inclusion of their
efits and restated financial n which they appear therein Draft Prospectus.
atement of Possible Tax
ew Auditors and Statutory the term “expert” shall not
% of Total
stimated Issue
Expenditure
% of
Issue
Size
88.33 8.60
AKI India Limited
Printing and Stationery and Postage EAdvertising and Marketing ExpensExpenses
Total
Fees, Brokerage and Selling Comm
The total fees payable to the LM wilFinshore Management Services Limithe Market Making Agreement datedRegistered Office from 10.00 am to the Issue Closing Date.
Fees Payable to the Registrar to the
The fees payable to the Registrar toorders, preparation of refund data oagreement between our Company anavailable for inspection at our Compa The Registrar to the Issue will be postage, stamp duty, and communicatto enable it to make refunds in any oregistered post/speed post.
Particulars regarding Public or Rig
Our Company has not made any prevthe date of this Draft Prospectus.
Previous issues of Equity Shares oth
For detailed description please refer Prospectus.
Underwriting Commission, brokera
Since this is the initial public Issuinpayable as commission or brokerage of the Equity Shares since our incorp Particulars in regard to our Companymanagement within the meaning of during the last three years: Neither our Company nor any otherSection 186 of the Companies Act, 20
Performance vis-a-vis objects –
subsidiaries and associates of our C
Except as stated under section titledCompany has not undertaken any prassociates of our Company are listed
Performance vis-a-vis objects - Las
All of our Group/ Associate are unlipreceding the date of this Draft Prosp
172
tage Expenses xpenses Regulatory Fee and
3.50
30.00
ommission payable to the LM
M will be as per the (i) Issue Agreement dated, August 31s Limited, (ii) the Underwriting Agreement dated [●] with dated [●] with Market Maker, a copy of which is availablem to 5.00 pm on all Working Days from the date of the D
to the Issue
trar to the Issue for processing of applications, data entrdata on magnetic tape and printing of bulk mailing registany and the Registrar to the Issue dated January 30, 2018ompany’s Registered Office.
ill be reimbursed for all out-of-pocket expenses includinunication expenses. Adequate funds will be provided to the
any of the modes described in this Draft Prospectus or send
or Rights Issues during the last five (5) years
y previous public or rights issue in India or Abroad the fiv
res otherwise than for cash
refer to section titled “Capital Structure” beginning on p
rokerage and selling commission on Previous Issues
Issuing of our Company’s Equity Shares, no sum has beerage for subscribing for or procuring or agreeing to procurincorporation.
pany and other listed group-companies / subsidiaries/ assong of Section 186 of the Companies Act, 2013 which m
other companies under the same management within thect, 2013, had made any public issue or rights issue during t
Public/right issue of our Company and /or listed
our Company
titled “Capital Structure” beginning on page 54 of this any previous public or rights issue. None of the Group Colisted on any stock exchange.
Last Issue of Group/Associate Companies
e unlisted and have not made a public issue of shares in t Prospectus.
11.67
1.14
100.00 9.74
gust 31, 2018 with the LM, ] with Underwriter and (iii) ailable for inspection at our the Draft Prospectus until
a entry, printing of refund register will be as per the , 2018 a copy of which is
cluding cost of stationery, to the Registrar to the Issue or send allotment advice by
the five (5) years preceding
g on page 54 of this Draft
has been paid or has been rocure subscription for any
/ associates under the same ich made any capital issue
in the meaning of Section uring the last three years.
listed Group Companies/
f this Draft Prospectus our oup Companies/ Entities or
es in the last ten (10) years
AKI India Limited
Outstanding Debentures or Bond Is
Our Company does not have any outdate of filing this Draft Prospectus.
Outstanding Convertible Instrumen
Our Company does not have any Prospectus.
Option to Subscribe
Equity Shares being issued through th
Stock Market Data of the Equity Sh
This being a public Issue of the EquExchanges.
Mechanism for Redressal of Investo
The Agreement amongst the RegistrRegistrar to the Issue for a period oallotment, or demat credit or where rthe clearing system, to enable the grievances. All grievances relating to the Issue mname, address of the applicant, appapplication, Depository Participant, submitted. All grievances relating to the ASBA address of the applicant, number ofDesignated Branch or the collectionASBA Applicants. The Applicant should give full detaApplicant DP ID, Client ID, PAN,Equity Shares applied for and the namwas submitted by the Applicant. FurDesignated Intermediaries in addition
Disposal of Investor Grievances by
Our Company estimates that the averedressal of routine investor grievancomplaint. In case of complaints that seek to redress these complaints as ex Our Company has appointed Ms. Dcomplaints, if any, of the investors pCompliance Officer are as follows:
173
ond Issues or Redeemable Preference Shares
ny outstanding debentures or bonds or Preference Redeem
ruments
any outstanding convertible instruments as on the date
ugh the Draft Prospectus can be applied for in dematerialize
ity Shares
e Equity Shares of our Company, the Equity Shares are no
nvestor Grievances
egistrar to the Issue, our Company provides for retentioneriod of at least three (3) year from the last date of disphere refunds are being made electronically, giving of unbloe the investors to approach the Registrar to the Issue f
Issue may be addressed to the Registrar to the Issue, givint, application number, number of Equity Shares applied ipant, and the bank branch or collection centre where
SBA process may be addressed to the SCSBs, giving full ber of Equity Shares applied for, amount paid on applicaection centre of the SCSBs where the Application Form w
ll details such as name of the sole/ first Applicant, Appli PAN, date of the Application Form, address of the Applhe name and address of the Designated Intermediary where nt. Further, the investor shall also enclose the Acknowledgdition to the documents or information mentioned hereinabo
es by our Company
he average time required by our Company or the Registrarievances shall be fifteen (15) Working Days from the dts that are not routine or where external agencies are involves as expeditiously as possible.
Ms. Divya Gupta, Company Secretary, as the Compliancstors participating in the Issue. Contact details for our Co
deemable Shares as on the
e date of filing this Draft
rialized form only.
are not listed on any Stock
tention of records with the f dispatch of the letters of f unblocking instructions to ssue for redressal of their
, giving full details such as plied for, amount paid on here the application was
g full details such as name, pplication and the relevant orm was submitted by the
Application Form number, Applicant, number of the here the Application Form
owledgement Slip from the reinabove.
egistrar to the Issue for the the date of receipt of the nvolved, our Company will
pliance Officer to redress ur Company Secretary and
AKI India Limited
Ms. Divya Gupta
AKI India Limited
9/6(11), Asharfabad Jajmau, Kanpur - 208010, Uttar Pradesh, IndiTel. No: +91 512 2463130 E-mail: [email protected] Website: www.groupaki.com Investors can contact the Compliancproblems such as non-receipt of lebeneficiary account etc. Pursuant to the press release no. PRbased complaints redress system “Scomplaints and track the status of redrequested to visit the website www.sc
Status of Investor Complaints
We confirm that we have not receiveDraft Prospectus and hence there are Disposal of investor grievances by lis We do not have any listed company u
Change in Auditors during the last
There is no change in the auditor sinc
Capitalization of Reserves or Profit
Except as disclosed under section titlCompany has not capitalized its reser
Revaluation of Assets
Our Company has not revalued its ass
Tax Implications
Investors who are allotted Equity ShEquity Shares at applicable rates, depprior to such resale and whether the Esection titled “Statement of Possible
Purchase of Property
Other than as disclosed under sectionis no property which has been purchapaid for wholly or partly from the probeen completed on the date of the Dra The contract for the purchase or acquwas entered into in contemplation ocontract; or the amount of the purchas Except as stated elsewhere in the DraPromoter and/or Directors have any d
174
, India.
pliance Officer or the Registrar in case of any pre-Issue t of letters of allocation, credit of allotted Equity Shar
o. PR. No. 85/2011 dated June 8, 2011, SEBI has launchtem “SCORES”. This would enable investors to lodge of redressal of such complaints from anywhere. For moreww.scores.gov.in
eceived any investor compliant during the three years precre are no pending investor complaints as on the date of this D
by listed companies under the same management as our Co
pany under the same management.
e last three (3) years
or since last 3 years.
Profits
ion titled “Capital Structure” beginning on page 54 of this s reserves or profits at any time during the last five (5) years
its assets in five (5) years preceding the date of this Draft P
ity Shares in the Issue will be subject to capital gains taxs, depending on the duration for which the investors have hr the Equity Shares are sold on the Stock Exchanges. For de
ible Tax Benefits” beginning on page 77 of this Draft Pros
ection titled “Our Business” beginning on page 90 of this Dpurchased or acquired or is proposed to be purchased or acthe proceeds of the present Issue or the purchase or acquisihe Draft Prospectus, other than property, in respect of which
r acquisition was entered into in the ordinary course of busation of the Issue, or that the Issue was contemplated inurchase money is not material.
he Draft Prospectus, our Company has not purchased any p any direct or indirect interest in any payment made there un
Issue or post-Issue related Shares in the respective
launched a centralized web lodge and follow up their more details, investors are
s preceding the date of this f this Draft Prospectus.
ur Company
f this Draft Prospectus, our years.
raft Prospectus.
ns tax on any resale of the have held the Equity Shares For details, please refer the ft Prospectus.
this Draft Prospectus, there or acquired which is to be cquisition of which has not which:-
of business, or the contract ted in consequence of the
any property in which the ere under.
AKI India Limited
Servicing Behaviour
Except as stated in this Draft Prospecprincipal in respect of our borrowings
Payment or benefit to officers of Ou
Except statutory benefits upon terminof our Company is entitled to ansuperannuation. Except as disclosed under sections tipages 122 and 142 respectively of thsundry debtors are related to the Direc
175
rospectus, there has been no default in payment of statutorywings or deposits.
of Our Company
termination of their employment in our Company or superto any benefit upon termination of his employment
ions titled “Our Management” and “Related Party Transa
y of this Draft Prospectus none of the beneficiaries of loae Directors of our Company.
tutory dues or of interest or
superannuation, no officer ent in our Company or
ansactions” beginning on of loans and advances and
AKI India Limited
SEC
The Equity Shares being Issued are s
Regulations, the SEBI Listing Regula
Prospectus, the Prospectus, the abri
advices, and other terms and condi
executed in respect of the Issue. The E
notifications and regulations relatin
time to time by SEBI, the GoI, the Sto
date of the Issue and to the extent app
Please note that in terms of SEBI Ci
investors applying in this issue shal
making payment i.e. just writing their
of allotment by signing the applicatio
AUTHORITY FOR THE PRESEN
This Issue has been authorized by a rsubject to the approval of shareholderthe Companies Act, 2013. The sharehSection 62 (1) (c) of the Companies A
RANKING OF EQUITY SHARES
The Equity Shares being Issue shaMemorandum and Articles of AssocShares of our Company including rigunder this Issue, will be entitled toCompany after the date of AllotmenArticles of Association” beginning on
MODE OF PAYMENT OF DIVID
Our Company shall pay dividend to Companies Act, 2013, as may be appSEBI Listing Regulations and any othIndia in connection thereto and as pShareholders at their discretion and wcapital requirements and overall finanprovisions of the Companies Act, F“Dividend Policy” and “Main Pro
respectively of this Draft Prospectus
FACE VALUE AND ISSUE PRICE
The Issue Price is determined by our section titled “Basis for Issue Price
there shall be only one denomination
COMPLIANCE WITH SEBI (ICD
Our Company shall comply with all Our Company shall comply with all d
176
SECTION VIII: ISSUE INFORMATION
TERMS OF THE ISSUE
are subject to the provisions of the Companies Act, SCRA
gulations, our Memorandum and Articles of Association, t
abridged prospectus, Application Form, CAN, the Revi
onditions as may be incorporated in the documents/cer
The Equity Shares shall also be subject to all applicable la
lating to the issue of capital and listing and trading of s
e Stock Exchanges, the RoC, the RBI and/or other authorit
t applicable.
I Circular CIR/CFD/POLICYCELL/11/2015 dated Novem
shall use only Application Supported by Blocked Amoun
their bank account numbers and authorising the banks to m
ation forms,
ESENT ISSUE
by a resolution of the Board passed at their meeting held oholders through a special resolution to be passed pursuant toshareholders have authorized the Issue by a special resolutionies Act, 2013 passed at the EGM of the Company held on
RES
ue shall be subject to the provisions of the Companies Association and shall rank pari-passu in all respects withing rights in respect of dividend. The allottees, upon Allotmled to receive dividends and other corporate benefits, if lotment. For further details, please refer to section titled ing on page 204 of this Draft Prospectus.
IVIDEND
nd to the shareholders of our Company in accordance withbe applicable, the Articles of Association of our Company,any other rules, regulations or guidelines as may be issued bd as per the recommendation by our Board of Directors and will depend on a number of factors, including but no
ll financial condition of our Company. We shall pay dividenAct, For further details in relation to dividends, please re
Provisions of the Articles of Association” beginningectus.
RICE
y our Company in consultation with the Lead Manager andrice” beginning on page 74 of this Draft Prospectus. At anation of the Equity Shares of our Company, subject to appli
(ICDR) REGULATIONS
ith all requirements of the SEBI (ICDR) Regulations as amth all disclosure and accounting norms as specified by SEBI
RA, SCRR, SEBI (ICDR)
on, the terms of this Draft
Revision Form, Allotment
s/certificates that may be
le laws, guidelines, rules,
of securities issued from
horities, as in force on the
ovember 10, 2015, all the
mount (ASBA) facility for
s to make payment in case
held on December 09, 2017 uant to section 62 (1) (c) of solution in accordance with ld on December 15, 2017.
panies Act, 2013 and our ts with the existing Equity Allotment of Equity Shares
, if any, declared by our titled “Main Provisions of
e with the provisions of the pany, the provisions of the sued by the Government of ctors and approved by our but not limited to earnings, ividends in cash and as per ase refer to sections titled inning on 143 and 204
er and is justified under the . At any given point of time o applicable laws.
s as amended time to time. SEBI from time to time.
AKI India Limited
RIGHTS OF THE EQUITY SHAR
Subject to applicable laws, rules, reguequity shareholders shall have the fol
• Right to receive dividend, if
• Right to receive Annual Rep
• Right to attend general meet
• Right to vote on a poll either
• Right to receive Issue for rig
• Right to receive surplus onsatisfied;
• Right of free transferability and Regulations; and
• Such other rights, as may beCompanies Act, 1956 and Regulations and the Memora
For further details on the main providividend, forfeiture and lien, transfesection titled “Main Provisions of Ar
MINIMUM APPLICATION VALU
In terms of section 29 of the Compaform. As per the existing SEBI (Idematerialised form for all investors. respective Depositories and the Regis 1. Tripartite agreement dated March 2. Tripartite agreement dated March The trading of the Equity Shares wisame may be modified by the SME large. Allocation and allotment of Equity SEquity Shares subject to a minimum the SEBI Circular No. CIR/MRD/DS
JOINT HOLDERS
Where two (2) or more persons are rsuch Equity Shares as joint-holders w
NOMINATION FACILITY TO IN
In accordance with Section 72 of thapplicant, may nominate any one perapplicant, death of all the Applicants,being a nominee, entitled to the Eaccordance with Section 72 of the Cowould be entitled if he or she were ththe holder(s) may make a nominatioEquity Share(s) in the event of his orsale of equity share(s) by the personmanner prescribed. Fresh nominatioRegistered Office of our Company or
177
SHAREHOLDERS
s, regulations and guidelines and the Articles of Associationthe following rights:
nd, if declared;
al Reports & notices to members;
l meetings and exercise voting rights, unless prohibited by la
either in person or by proxy;
for rights shares and be allotted bonus shares, if announced;
lus on liquidation; subject to any statutory and other pref
bility of the Equity Shares, subject to applicable law, incl
ay be available to a shareholder of a listed public compan and Companies Act, 2013, as may be applicable, terms emorandum and Articles of Association of our Company.
provision of our Company’s Articles of Association dealintransfer and transmission and/ or consolidation / splitting,
f Articles of Association” beginning on page 204 of this D
VALUE, MARKET LOT AND TRADING LOT
ompanies Act, 2013, the Equity Shares shall be allotted oBI (ICDR) Regulations, the trading of the Equity Shastors. In this context, two agreements have been signed amo Registrar to the Issuer:
arch 09, 2018 between our Company, NSDL and the Regisarch 08, 2018 between our Company, CDSL and the Regi
res will happen in the minimum contract size of 10,000 ESME Platform of BSE from time to time by giving prior
quity Shares through this Draft Prospectus will be done inimum allotment of 10,000 Equity Shares to the successful AD/DSA/06/2012 dated February 21, 2012.
s are registered as the holders of any Equity Shares, they wders with benefits of survivorship.
O INVESTOR
of the Companies Act, 2013 the sole or first applicant, ane person in whom, in the event of the death of sole applicicants, as the case may be, the Equity Shares allotted, if anythe Equity Shares by reason of the death of the originthe Companies Act, 2013 be entitled to the same advantagere the registered holder of the Equity Share(s). Where theination to appoint, in the prescribed manner, any person t
his or her death during the minority. A nomination shall stperson nominating. A buyer will be entitled to make a freination can be made only on the prescribed form availab
any or to the Registrar and Transfer Agents of our Company
ciation of our Company, the
d by law;
nced;
r preferential claims being
, including any RBI Rules
ompany under the previous terms of the SEBI Listing
dealing with voting rights, litting, etc., please refer to f this Draft Prospectus.
tted only in dematerialised y Shares shall only be in d among our Company, the
Registrar to the Issue. e Registrar to the Issue
,000 Equity Shares and the prior notice to investors at
one in multiples of 10,000 ssful Applicants in terms of
hey will be deemed to hold
cant, along with other joint applicant or in case of joint if any, shall vest. A person, original holder(s), shall in antages to which he or she ere the nominee is a minor, erson to become entitled to hall stand rescinded upon a e a fresh nomination in the available on request at the mpany.
AKI India Limited
In accordance with Section 72 of the section shall upon the production of s To register himself or herself as the hTo make such transfer of the Equity Further, the Board may at any time gor herself or to transfer the Equity Shdays, the Board may thereafter withhof the Equity Shares, until the require Since the allotment of Equity Sharesmake a separate nomination with participant of the applicant would preinform their respective depository par Period of Operation of Subscription L
ISSUE PROGRAMME
ISSUE OPENS ON:
ISSUE CLOSES ON:
MINIMUM SUBSCRIPTION
In accordance with Regulation [106Pin accordance with explanation to Rebe restricted to any minimum subscrhave been disclosed under section titl As per section 39 of the new Compasum payable on application is not Prospectus, the application money ha If our Company does not receive thedevolvement of Underwriters within forthwith unblocked the entire subscrCompany becomes liable to pay the Companies Act, 2013 and applicable Further, in accordance with Regulatiothis Issue shall be fifty (50). In caseallotment will be made pursuant toforthwith. Further, in accordance with Regulatiin terms of number of specified secur The Equity Shares have not been and outside India and may not be Issuejurisdiction, except in compliance wit
ARRANGEMENTS FOR DISPOSA
The trading of the Equity Shares willthe SEBI Circular No. CIR/MRD/DSthe entire shareholding of a shareholdcontract size allowed for trading on th
178
of the Companies Act, 2013 any Person who becomes a nomn of such evidence as may be required by the Board, elect e
s the holder of the Equity Shares; or quity Shares, as the deceased holder could have made.
time give notice requiring any nominee to choose either to uity Shares, and if the notice is not complied with within a withhold payment of all dividends, bonuses or other moneequirements of the notice have been complied with.
hares in the Issue will be made only in dematerialized formwith our Company. Nominations registered with the rld prevail. If the investors require changing the nomination,ry participant.
tion List of Public Issue
[●]
[●]
[106P] (1) of SEBI (ICDR) Regulations, this Issue is 100% to Regulation [106P](1) of SEBI (ICDR) Regulations, the usubscription level. This Issue is 100% underwritten and thion titled “General Information” beginning on page 47 of th
ompanies Act, if the “stated minimum amount” has not bees not received within a period of thirty (30) days from ey has to be returned within such period as may be prescrib
ve the subscription of 100% of the Issue through this Issuewithin sixty (60) days from the date of closure of the issuesubscription amount received. If there is a delay beyond eiy the amount, our Company shall pay interest prescribed unicable law.
gulation 106R of SEBI (ICDR) Regulations, the minimum ncase the minimum number of prospective allottees is le
ant to this Issue and the amounts in the ASBA Accoun
gulation [106Q] of the SEBI (ICDR) Regulations the mini securities shall not be less than Rupees One Lakh per applic
n and will not be registered, listed or otherwise qualified in Issued or sold, and applications may not be made by ce with the applicable laws of such jurisdiction.
SPOSAL OF ODD LOTS
s will happen in the minimum contract size of 10,000 equD/DSA/06/2012 dated February 21, 2012. However, the Ma
areholder in one lot, where value of such shareholding is leg on the SME platform of BSE.
a nominee by virtue of this elect either:
her to be registered himself thin a period of ninety (90) moneys payable in respect
ed form, there is no need to the respective depository ation, they are requested to
s 100% underwritten. Also, s, the underwriting shall not and the details of the same
of this Draft Prospectus.
not been subscribed and the from the date of issue of escribed.
Issue Document including e issue, our Company shall ond eight (8) days after our bed under section 73 of the
mum number of allottees in s is less than fifty (50), no ccount shall be unblocked
e minimum application size application.
ied in any other jurisdiction e by persons in any such
0 equity shares in terms of the Market Maker shall buy g is less than the minimum
AKI India Limited
APPLICATION BY ELIGIBLE N
WITH SEBI
It is to be understood that there is noSuch Eligible NRIs, FPIs/FIIs registethe purpose of Allocation.
AS PER THE EXTANT POL
PARTICIPATE IN THIS ISSUE. NRIs, FPIs/FIIs and foreign venture an Indian company in a public Issueshares to be issued is not less than thshares between an Indian resident andprovided that (i) the activities of theinvestment (“FDI”) Policy and the nand (ii) the pricing is in accordance w The current provisions of the ForeResident outside India) Regulations, 2capital investors registered with SEBHowever, such investments would Management (Transfer or Issue of SeSEBI regulations as may be applicabl The Allotment of the Equity Sharesprescribed by the Government of Indi
RESTRICTIONS ON TRANSFER
THEIR CONSOLIDATION OR SP
Except for lock-in of the Pre- Issue Ein the section titled “Capital Structur
Articles of Association of our Compconsolidation / splitting of Equity Shof Articles of Association” beginning The above information is given for thenquiries about the limits applicable tcompleteness and accuracy of the ininform to inform the investors of any which may occur after the date of investigations and ensure that the numlaws or regulations.
OPTION TO RECEIVE EQUITY
As per Section 29 of the Companicompany making public Issue shall isbeing Issued can be applied for in ththe security certificate or to hold (compendium) series circular no. 2 (1trading in securities of companies mEquity Shares on Allotment will bApplicants will not have an option ofoption to re-materialise the Equity Sand the Depositories Act.
179
LE NRIS, FPIS/FIIS REGISTERED WITH SEBI, VC
e is no reservation for Eligible NRIs or FPIs/FIIs registeredregistered with SEBI will be treated on the same basis wit
POLICY OF THE GOVERNMENT OF INDIA,
.
nture capital investors registered with SEBI are permitted Issue without the prior approval of the RBI, so long as th
n the price at which the equity shares are issued to resident and a non-resident does not require the prior approval ofof the investee company are under the automatic route un the non-resident shareholding is within the sectoral limits
ance with the guidelines prescribed by the SEBI/RBI.
Foreign Exchange Management (Transfer or Issue of Stions, 2000, provides a general permission for the NRIs, FPI SEBI to invest in shares of Indian companies by way of suould be subject to other investment restrictions under th of Security by a Person Resident outside India) Regulatiolicable to such investors.
Shares to Non-Residents shall be subject to the conditionof India/RBI while granting such approvals.
SFER AND TRANSMISSION OF SHARES OR DEBE
OR SPLITTING
Issue Equity Shares and Promoter minimum contribution inucture” beginning on 54 of this Draft Prospectus, and exc
Company, there are no restrictions on transfer and transity Shares. For further details, please refer to the section titlinning on page 204 of this Draft Prospectus.
for the benefit of the Applicants. The Applicants are adviscable to them. Our Company and the LM do not accept anythe information stated hereinabove. Our Company and theof any amendments or modifications or changes in applicablte of this Draft Prospectus. Applicants are advised to mahe number of Equity Shares Applied for do not exceed the a
ITY SHARES IN DEMATERIALIZED FORM
mpanies Act, 2013 and in accordance with SEBI (ICDRshall issue securities only in dematerialized form only. Henr in the dematerialized form only. The investors have an ophold the securities with depository. However, as per So. 2 (1999-2000) dated February 16, 2000, it has been decinies making an initial public Issue shall be in dematerialwill be traded only on the dematerialized segment of tion of Allotment of the Equity Shares in physical form. Aluity Shares, if they so desire, as per the provisions of the C
I, VCFS REGISTERED
istered with SEBI or VCFs. is with other categories for
DIA, OCBS CANNOT
itted to purchase shares of g as the price of the equity o residents. The transfer of val of the FIPB or the RBI,
ute under the foreign direct limits under the FDI policy;
e of Security by a Person Is, FPIs and foreign venture y of subscription in an IPO. der the Foreign Exchange
ations, 2000, RBI and/or
ditions, if any, as may be
DEBENTURES AND ON
tion in the Issue as detailed d except as provided in the transmission and on their ion titled “Main Provisions
advised to make their own pt any responsibility for the nd the LM are not liable to plicable laws or regulations, to make their independent the applicable limits under
(ICDR) Regulations, every y. Hence, the Equity Shares an option either to receive per SEBI's circular RMB n decided by the SEBI that aterialized form only. The
nt of the SME Exchange. rm. Allottees shall have the
he Companies Act, 2013
AKI India Limited
MIGRATION TO MAIN BOARD
In accordance with the BSE Circular and traded on the SME Platform of thafter that it can migrate to the Main procedures laid down under Chaptermain board of BSE from the SME Ex
• If the Paid up Capital of ourissue of capital by way of rspecial resolution through promoters in favour of theshareholders other than proobtained in-principal approvshares on its Main Board ssecurities laid down by the M
• If the Paid up Capital of thefor migration to the main boballot wherein the votes casamount to at least two timesagainst the proposal.
MARKET MAKING
The Equity Shares offered through tExchange), wherein [●] is the Markeregistered Market Makers of the SMEon the SME Platform of BSE. For furManager and the Market Maker pleaMaking Arrangements for this Issue
In accordance with the SEBI Circudecided to make applicable limits on into consideration the Issue size in the
Issue size Buy q
(inc
inven
Upto ` 20 Crore, as applicable in our case
Further, the Market Maker shall give the option to give only sell quotes. prescribed re-entry threshold. In view of the Market Maker obligatevent the Market Maker exhausts its the concerned stock exchange may in
NEW FINANCIAL INSTRUMENT
There are no new financial instrumennotes, etc. issued by our Company thr
JURISDICTION
Exclusive jurisdiction for the purposeThe Equity Shares have not been andlaws in the United States, and may noof “U.S. persons” (as defined in Reg
180
ARD
rcular dated November 26, 2012, our Company will have to of the BSE for a minimum period of two years from the da
Main Board of the BSE as per the guidelines specified byhapter XB of the SEBI (ICDR) Regulations. Our Compan
E Exchange on a later date subject to the following:
of our Company is likely to increase above ` 25 Crores byy of rights, preferential issue, bonus issue etc. (which has
ough postal ballot wherein the votes cast by the sharehoof the proposal amount to at least two times the numbn promoter shareholders against the proposal and for whiapproval from the main board), we shall have to apply tooard subject to the fulfillment of the eligibility criteria foy the Main Board
OR
of the company is more than ` 10 crore but below ` 25 crorain board if the same has been approved by a special reso
tes cast by the shareholders other than the promoters in fa times the number of votes cast by shareholders other than p
ough this Issue are proposed to be listed on the SME PlaMarket Maker to this Issue shall ensure compulsory Markee SME Exchange for a minimum period of three (3) years frFor further details of the agreement entered into between ouer please refer to section titled “General Information” -
ssue beginning on page 47 of this Draft Prospectus.
Circular No. CIR/MRD/DSA/31/2012 dated November 2its on the upper side for the Market Makers during market me in the following manner:
Buy quote exemption threshold
(including mandatory initial
inventory of 5% of issue size)
Re-entry threshol
(including man
inventory of 5%
25%
l give two (2) way quotes till it reaches the upper limit thresotes. Two (2) way quotes shall be resumed the moment i
obligation, there shall be no exemption/threshold on downssts its inventory through market making process on the platf
ay intimate the same to SEBI after due verification.
MENTS
truments such as deep discounted bonds, debenture, warranny through this issue.
urpose of this Issue is with the competent courts / authoritiesen and will not be registered under the U.S. Securities Act o
ay not be Issued or sold within the United States to, or for in Regulation S), except pursuant to an exemption from o
ave to be mandatorily listed the date of listing and only ied by SEBI and as per the mpany may migrate to the
res by virtue of any further ch has been approved by a hareholders other than the number of votes cast by r which our Company has ply to BSE for listing our
eria for listing of specified
5 crore, we may still apply al resolution through postal s in favour of the proposal than promoter shareholders
E Platform of BSE (SME Market Making through the ears from the date of listing een our Company, the Lead
Details of the Market
ber 27, 2012; it has been arket making process taking
reshold for buy quotes
g mandatory initial
of 5% of issue size)
24%
t threshold; thereafter it has ment inventory reaches the
downside. However, in the e platform of the exchange,
warrants, secured premium
orities in Kolkata, India. s Act or any state securities or for the account or benefit rom or in a transaction not
AKI India Limited
subject to, registration requirementsAccordingly, the Equity Shares are Regulation S under the Securities Acoccur. The Equity Shares have not been and outside India and may not be Issuejurisdiction, except in compliance wit
181
ements of the U.S. Securities Act and applicable U.S. ss are only being Issued or sold outside the United Statesies Act and the applicable laws of the jurisdictions where t
n and will not be registered, listed or otherwise qualified in Issued or sold, and applications may not be made by ce with the applicable laws of such jurisdiction.
U.S. state Securities laws. States in compliance with here those Issues and sales
ied in any other jurisdiction e by persons in any such
AKI India Limited
This Issue is being made in terms owhereby, an issuer whose post issue fand propose to list the same on the being the SME Platform of BSE). Foplease refer to sections titled “Term
respectively of this Draft Prospectus. The present Issue of 28,00,000 Equi
Company. The Issue and the Net issue paid up equity share capital o
Particulars of the Issue
Number of Equity Shares
Percentage of Issue Size available
for allocation
Basis of Allotment/ Allocation if
respective category is
oversubscribed
Mode of Application
Mode of Allotment
Minimum Application Size
Maximum Application Size
Trading Lot
182
ISSUE STRUCTURE
rms of Regulation 106M (2) of Chapter XB of the SEBI issue face value capital does not exceed ten crores, shall issun the Small and Medium Enterprise Exchange (“SME ExE). For further details regarding the salient features and term
erms of the Issue” and “Issue Procedure” beginning oectus.
Equity Shares at a price of Rs 11.00 each aggregating to
e Net Issue will constitute 27.19% and 25.83%, respeapital of the Issuer Company.
Net Issue to Public* Market M
26,60,000 Equity Shares 1,40,000 Equi
able 95.00 % of the Issue Size 5.00 % of the
n if
is Proportionate subject to minimum allotment of Equity Shares and further allotment in multiples of 10,000 Equity Shares each. For further details please refer to “Basis of Allotment” under section titled “Issue Procedure” beginning on page 185 of this Draft Prospectus.
Firm Allotmen
Through ASBA Process Only Through ASB
Compulsorily in dematerialised form.
Compulsorily form.
For Other than Retail Individual
Investors:
Such number of Equity Shares in multiples of 10,000 Equity Shares such that the Application Value exceeds `2,00,000.
For Retail Individuals: 13,30,000 Equity Shares at Issue price of Rs 11.00 each.
140,000 EquValue `10.00
For Other than Retail Individual
Investors:
The maximum application size is the Net Issue to public subject to limits the investor has to adhere under the relevant laws and regulations applicable.
For Retail Individuals Investors:
Such number of Equity Shares in multiples of 10,000 Equity Shares such that the application value does not exceed ` 2, 00,000.
1,40,000 EquValue `10.00
10,000 Equity Shares 10,000 Equity
SEBI (ICDR) Regulations, all issue shares to the public
E Exchange”, in this case nd terms of such this Issue, ing on pages 176 and 185
ting to 308.00 Lakh by our
, respectively of the post
ket Maker Reservation
Portion
Equity Shares
of the Issue Size
lotment
ASBA Process Only
sorily in dematerialised
Equity Shares of Face 0.00
Equity Shares of Face 0.00
Equity Shares. However the
AKI India Limited
Particulars of the Issue
Terms of Payment
This Issue is being made in terms ofrefer to section titled “Issue Structure
*As per Regulation 43(4) of the SEBis the net Issue to the public category
• Minimum fifty percent to Re
• Remaining to Investors Othe The unsubscribed portion in either Applicants in the other category. “If the retail individual investor categretail individual investors shall be allo
WITHDRAWAL OF THE ISSUE
Our Company, in consultation with ttime before the Issue Opening Date, Issue is also subject to obtaining the f
a. The final listing and tradingits SME Platform, which the
b. The final RoC approval of thc. In case, our Company wish
Company will give public nin two (2) widely circulateregional newspaper.
The Lead Manager, through the Regiwithin one (1) Working Day from thein the same newspapers where the prinformed promptly. If our Company to undertake a public Issuing of Equexchange where the Equity Shares ma Notwithstanding the foregoing, the IsStock Exchange with respect to the will apply for only after Allotment; an
ISSUE PROGRAMME
ISSUE OPENING DATE
ISSUE CLOSING DATE
Applications and any revisions to thStandard Time) during the Issue PeriIssue Closing Date when applicationTime). Due to limitation of time available advised to submit their applications o
183
Net Issue to Public* Market M
Market Makelots if any in tunder the Regulations, 2
100% 100%
rms of Chapter XB of the SEBI (ICDR) Regulations. For cture” beginning on page 182 of this Draft Prospectus.
e SEBI (ICDR) Regulations, as present issue is a fixed priceegory shall be made as follows:
t to Retail Individual Investors; and
s Other than Retail Individual Investors
ither of the categories specified in (a) or (b) above may
category is entitled to more than fifty per cent (50%) on pr be allocated that higher percentage”
SUE
with the Lead Manager, reserves the right not to proceed Date, without assigning any reason thereof. Notwithstandig the following:
rading approvals of BSE for listing of Equity Shares Issued ch the Company shall apply for after Allotment; and al of this Prospectus after it is filed with the RoC. y wishes to withdraw the Issue after Issue Opening but bblic notice giving reasons for withdrawal of Issue. The pubculated national newspapers (one each in English and H
e Registrar to the Issue, will instruct the SCSBs to unblockom the day of receipt of such instruction. The notice of withthe pre-Issue advertisements have appeared and the Stock Epany withdraws the Issue after the Issue Closing Date and
of Equity Shares, our Company will file a fresh Issue docres may be proposed to be listed.
, the Issue is subject to obtaining (i) the final listing and trao the Equity Shares Issued through this Draft Prospectus,ent; and (ii) the final RoC approval of the Prospectus.
[●]
[●]
s to the same will be accepted only between 10:00 a.m. e Period at the Application Centres mentioned in the Applications will be accepted only between 10:00 a.m. to 4:00 p
ilable for uploading the application on the Issue Closing tions one day prior to the Issue Closing Date and, in any cas
ket Maker Reservation
Portion
Makers may accept odd ny in the market as required
the SEBI (ICDR) ions, 2009.
s. For further details please
price issue ‘the allocation’
e may be allocated to the
) on proportionate basis, the
oceed with the Issue at any standing the foregoing, the
ssued through this Issue on
but before allotment, our he public notice will appear and Hindi) and one (2) in
block the ASBA Accounts f withdrawal will be issued tock Exchange will also be
te and subsequently decides document with the stock
nd trading approvals of the ectus, which our Company
a.m. to 5:00 p.m. (Indian Application Form, .On the 4:00 p.m. (Indian Standard
osing Date, Applicants are ny case, not later than 1:00
AKI India Limited
p.m. IST on the Issue Closing Datcautioned that, in the event a large nuexperienced in public Issuing, someapplications that cannot be uploaded w Applications will be accepted only on
184
g Date. Any time mentioned in this Draft Prospectus isrge number of applications are received on the Issue Closin some applications may not get uploaded due to lack of aded will not be considered for allocation under this Issue.
nly on Working Days, i.e., Monday to Friday (excluding an
tus is IST. Applicants are losing Date, as is typically
ck of sufficient time. Such ssue.
ing any public holiday)
AKI India Limited
All applicants should review the Ge
issued in accordance with the circu
(“General Information Document”
Document”, which highlights the key
accordance with the provisions of the
the extent not repealed by the Com
Securities Contracts (Regulation) R
Information Document has been upd
(Foreign Portfolio Investors) Regulat
of the Companies Act, 2013, to the ex
is also available on the websites of
portions of the General Information D
Pursuant to the Securities and Excha
Amendment) Regulations, 2015, the
offerings including making ASBA Pro
collecting depository participants an
No. (CIR/CFD/POLICYCELL/11/201
working days after the closure of the
Please note that the information sta
such would be subject to modifica
responsibility for the completeness
Information Document. Applicants a
Applications do not exceed the invest
under applicable law or as specified i
This section applies to all the Applica
full Application Amount along with th
Our Company and the LM are not l
regulations, which may occur after t
The Issue is being made under RegulRequirements) Regulations, 2009 via
Applicants are required to submit Applicants, our Company in consulacceptance of Application Form provin writing. In case of Non-Institutional Applicanreject the Applications only on techni Investors should note that according tall successful Applicants will only beAllotted Equity Shares in physicdematerialized segment of the Stock E
185
ISSUE PROCEDURE
General Information Document for Investing in Public
circular (CIR/CFD/DIL/12/2013) dated October 23, 20
ent”) included below under section “PART B –
e key rules, processes and procedures applicable to publi
f the Companies Act, 2013 (to the extent notified), the Com
Companies Act, 2013), the Securities Contracts (Regula
n) Rules, 1957 and the SEBI ICDR Regulations, as am
updated to include reference to the Securities and Exch
gulations, 2014, SEBI Listing Regulations, 2015 and certa
he extent applicable to a public Company. The General In
s of the Stock Exchanges and the Lead Manager. Please
ion Document which are applicable to this issue.
xchange Board of India (Issue of Capital and Disclosure
, there have been certain changes in the issue procedu
Process mandatory for all investors, allowing registrar,
s and stock brokers to accept Application forms. Further,
/2015) dated November 10, 2015, reduced the time ta
the issue.
n stated/ covered in this section may not be complete an
ification/change. Our Company and the Lead Manage
ess and accuracy of the information stated in this sect
ts are advised to make their independent investigations
vestment limits or maximum number of Equity Shares tha
fied in this Draft Prospectus and Prospectus.
plicants, please note that all the applicants are required to
ith the Application Form.
not liable for any amendments, modifications or change
fter the date of this Draft Prospectus.
PART-A
FIXED PRICE ISSUE PROCEDURE
Regulation 106(M) (2) of Chapter XB of SEBI (Issue of Cvia Fixed Price Process.
bmit their Applications to the Designated Intermediariconsultation with the Lead Manager may reject Applica provided that the reasons for such rejection shall be provid
pplicants and Retail Individual Applicants, our Company wtechnical grounds.
rding to section 29(1) of the Companies Act, 2013, allotmennly be in the dematerialized form. Applicants will not hav
al form. The Equity Shares on allotment shall betock Exchanges, as mandated by SEBI.
blic Issues prepared and
, 2013 notified by SEBI
General Information
ublic issues in general in
Companies Act, 1956 (to
egulation) Act, 1956, the
s amended. The General
Exchange Board of India
certain notified provisions
al Information Document
ease refer to the relevant
sure Requirements) (Fifth
cedure for initial public
rar, share transfer agents,
ther, SEBI, by its circular
e taken for listing to six
e and/or accurate and as
ager do not accept any
section and the General
ons and ensure that their
s that can be held by them
ed to make payment of the
nge in applicable laws or
e of Capital and Disclosure
ediaries. In case of QIB pplications at the time of provided to such Applicant
pany would have a right to
lotment of Equity Shares to ot have the option of being all be traded only in the
AKI India Limited
Pursuant to SEBI Circular CIR/CFD/POLICYCELL/11/2015 wh2016, all the investors can apply thvarious categories applying in this Iss
Indian Public / eligible NRI's applyi
Non-Residents including eligible NR
repatriation basis (ASBA)
Applicants shall only use the specifiethis Draft Prospectus. An Investor, iform to any of the following Intermed
Sl. No.
1. An SCSB, with whom
2. A syndicate member (o
3. A stock broker regist
mentioned on the webs
4. A depository participan
exchange as eligible fo
5. A registrar to an issuethe website of the stock
The aforesaid intermediary shall, at t
giving the counter foil or specifying
application form, in physical or electr
The upload of the details in the electro
For Applications submitted by inv
SCSB:
For applications submitted by i
Designated Intermediaries (ot
SCSBs):
186
APPLICATION FORM
ular dated November 10, 2015 and bearing15 which shall be applicable for all public issues opening o
ply through ASBA Mode. The prescribed colour of the Ahis Issue is as follows:
Category
applying on a non-repatriation basis (ASBA)
ble NRIs, FPIs, FIIs, FVCIs, etc. applying on a
pecified Application Form for the purpose of making an Apstor, intending to subscribe to this Issue, shall submit a c
ediaries (Collectively called “Designated Intermediarie
Designated Intermediaries
hom the bank account to be blocked, is maintained
ber (or sub-syndicate member)
registered with a recognized stock exchange (and who
website of the stock exchange as eligible for this activity) (
ticipant (‘DP’) (whose name is mentioned on the website
ible for this activity)
issue and share transfer agent (‘RTA’) (whose name is me stock exchange as eligible for this activity)
, at the time of receipt of application, give an acknowledg
ying the application number to the investor, as proof of
lectronic mode, respectively.
electronic application system of stock exchange will be don
by investors to
After accepting the form, SCSB upload the relevant details inapplication system as specified by tand may begin blocking funds avaaccount specified in the form, to
application money specified.
by investors to
s (other than
After accepting the application Designated Intermediary (other thcapture and upload the relevanelectronic application system of thPost uploading, they shall forward prescribed format along with the apdesignated branches of the respeblocking of funds within one day of
earing Reference No. ning on or after January 01, the Application Form for
Colour
White
Blue
an Application in terms of it a completed application
iaries”)
d whose name is
vity) (‘broker’)
ebsite of the stock
e is mentioned on
ledgement to investor, by
of of having accepted the
e done by:
CSB shall capture and ils in the electronic d by the stock exchange s available in the bank
m, to the extent of the
ation form, respective her than SCSBs) shall elevant details in the of the stock exchange. rward a schedule as per the application forms to
respective SCSBs for day of closure of Issue.
AKI India Limited
Applicants shall submit an Applicatiblocking funds that are available inApplicants. Stock Exchange(s) shall ID and PAN, by the end of each day rectification and re-submission within Stock exchange(s) shall allow modific
Availability of Prospectus and App
The Application Forms and copies Company, Lead Manager to the Issuapplication forms may also be downlo
Who can Apply?
Each Applicant should check whether
In addition to the category of ApplInvesting in Public Issues-Category also eligible to invest in the Equity Sh
• Category III foreign portfolithe Non-Institutional Investo
• FPIs and sub-accounts regist
• Scientific and / or industrial
• Any other persons eligible policies applicable to them.
Applications not to be made by:
1. Minors (except through their2. Partnership firms or their no3. Foreign Nationals (except N4. Overseas Corporate Bodies
The information below is given for taccept responsibility for the completeManager is not liable for any amendmmay occur after the date of the Prospensure that the number of Equity Sregulations.
GRO
Application Form can be rejected submission to any of the DesignatedApplicants are advised to note that thwhich have been detailed at various p a) Application by persons not com
than minors having valid Depos
b) Applications by OCBs; and
187
plication Form either in physical or electronic form to theable in the bank account specified in the Application F shall validate the electronic details with depository’s recorh day and bring the inconsistencies to the notice of intermed within the time specified by the stock exchange.
odification of selected fields in the details already uploaded
Application Forms
opies of the Prospectus may be obtained from the Regie Issue and Registrar to the Issue, as mentioned in the Apownloaded from the website of BSE Limited i.e. www.bsei
hether it is eligible to apply under applicable law.
Applicants as set forth under ―Part B - General Informgory of Investors Eligible to participate in an Issue, the f
uity Shares under all applicable laws, regulations and guidel
ortfolio investors, which are foreign corporate or foreign investors category;
registered with SEBI other than Category III foreign portfo
strial research organizations authorized in India to invest in
igible to apply in this Issue under the laws, rules, regulahem.
h their Guardians) eir nominations ept NRIs)
odies
n for the benefit of the applicants. Our Company and the Lmpleteness and accuracy of the information stated. Our Comendments or modification or changes in applicable laws
Prospectus. Applicants are advised to make their independeuity Shares applied for does not exceed the limits presc
GROUNDS FOR TECHNICAL REJECTION
ected on the below mentioned technical grounds either ignated Intermediaries, or at the time of finalisation of ththat the Applications are liable to be rejected, inter-alia, on tious placed in this Draft Prospectus: -
t competent to contract under the Indian Contract Act, 187Depository Account as per Demographic Details provided by
to the SCSB's authorizing tion Form used by ASBA s records for DP ID, Client termediaries concerned, for
loaded on a daily basis.
Registered Office of our the Application Form. The w.bseindia.com
Information Document for , the following persons are guidelines, including:
eign individuals only under
portfolio investor;
est in the Equity Shares.
regulations, guidelines and
the Lead Manager do not ur Company and the Lead
laws or regulations, which ependent investigations and prescribed under laws or
either at the time of their of the Basis of Allotment. a, on the following grounds,
ct, 1872, as amended, (other ided by Depositories);
AKI India Limited
c) In case of partnership firms, Alimited liability partnership can
d) In case of Applications under
documents not being submitted
e) Applications by persons prohibSEBI or any other regulatory au
f) Applications by any person outs
g) DP ID and Client ID not mentio
h) PAN not mentioned in the Appl
Government and officials appoprovided such claims have been
i) In case no corresponding record
and the PAN;
j) Applications for lower number o
k) Applications at a price less than
l) Applications at Cut-off Price by
m) The amounts mentioned in the AEquity Shares Applied for; withthe Application Form does not ta
n) Applications for amounts greate
o) In relation to ASBA Application
p) Applications for an Application
process;
q) Applications for number of Eqmultiples as specified in the draf
r) Applications as defined in this G
s) Application Forms are not deliv
Form, Issue Opening Date advApplication Forms;
t) Inadequate funds in the bank acc
the time of blocking such Applic
u) Applications where sufficient fuEscrow Collection Banks; withSCSB for blocking of funds;
v) Applications by QIBs (other t
through ASBA process or Appli
w) Applicants accompanied with ch
188
ms, Application for Equity Shares made in the name of p can apply in its own name;
nder power of attorney or by limited companies, corporaitted along with the Application Form;
prohibited from buying, selling or dealing in the shares dirory authority;
n outside India if not in compliance with applicable foreign
entioned in the Application Form;
Application Form, except for Applications by or on behalf appointed by the court and by the investors residing in been verified by the Depository Participant;
record is available with the Depositories that matches the
mber of Equity Shares than the minimum specified for that c
s than the price fixed for IPO;
ice by NIIs and QIBs;
n the Application Form does not tally with the amount payabr; with respect to Applications by ASBA Applicants, the as not tally with the amount payable for the value of the Equi
greater than the maximum permissible amounts prescribed b
ications, submission of more than five Application Form as
cation Amount of more than Rs. 200,000 by RIIs by applyin
of Equity Shares which are not in multiples Equity Shahe draft prospectus;
this GID and the Draft Prospectus;
t delivered by the Applicants within the time prescribed ate advertisement and as per the instructions in the Draf
nk account to block the Application Amount specified in thApplication Amount in the bank account;
ient funds are not available in Escrow Accounts as per fin; with respect to ASBA Applications, where no confirma
ther than Anchor Investors) and Non Institutional App Applications by QIBs (other than Anchor Investors) and No
ith cheque(s) or demand draft(s);
e of the firm. However, a
orporate, trust etc., relevant
res directly or indirectly by
reign and Indian laws;
ehalf of the Central or State ing in the State of Sikkim,
es the DP ID, the Client ID
r that category of investors;
t payable for the value of the , the amounts mentioned in e Equity Shares Applied for;
ribed by the regulations;
rm as per ASBA Account;
pplying through non-ASBA
ty Shares which are not in
ibed as per the Application e Draft Prospectus and the
d in the Application Form at
er final certificate from the nfirmation is received from
Applicants not submitted nd Non Institutional;
AKI India Limited
x) Applications submitted to a LMthe ASBA process, submitted twhere the ASBA Account is ma
y) Applications not uploaded on th
z) Applications by SCSBs wherei
mentioned as the ASBA Accoun
MAXIMUM AND MINIMUM APP
1. For Retail Individual Appl
The Application must be for a mthereafter, so as to ensure that theIn case of revision of ApplicatiPrice does not exceed Rs. 2,00,00
2. For Other than Retail Indi
The Application must be for a mexceeds Rs. 2,00,000 and in msubmitted for more than the Net not exceed the investment limitsa QIB Applicant cannot withdrawQIB Margin upon submission of In case of revision in Applicatiothat the Application Amount is Institutional Portion.
Applicants are advised to ensur
the investment limits or max
applicable law or regulation or
PARTICIPATION BY ASSOCIAT
MEMBERS The Lead Manager and Syndicate Meexcept towards fulfilling their underwLM and Syndicate Members, if anyin the Non- Institutional Category proportionate basis and such subscrip
Option to Subscribe the Issue a) As per Section 29(1) of the Com
only. Investors will not have tFurnishing the information in depositories account shall be trgetting the allotment of shares imaterialized subsequent to allotm
b) The Equity Shares, on allotment
c) A single application from any iShares that can be held by himlaw.
189
a LM at locations other than the Specified Cities and Appitted to the Escrow Collecting Banks (assuming that such
t is maintained), to the issuer or the Registrar to the Issue;
on the terminals of the Stock Exchanges; and
wherein a separate account in its own name held with anccount in the Application Form.
APPLICATION SIZE
l Applicants
or a minimum of 10,000 Equity Shares and in multiples of hat the Application Price payable by the Applicant does notplications, the Retail Individual Applicants have to ensure2,00,000.
il Individual Applicants (Non-Institutional Applicants an
for a minimum of such number of Equity Shares that the in multiples of 10,000 Equity Shares thereafter. An Ae Net Issue Size. However, the maximum Application by a
limits prescribed for them by applicable laws. Under existinithdraw its Application after the Issue Closing Date and is rion of Application.
lications, the Non-Institutional Applicants, who are individunt is greater than Rs. 2,00,000 for being considered for a
ensure that any single Application form submitted by th
maximum number of Equity Shares that can be h
ion or as specified in this Draft Prospectus.
CIATES /AFFILIATES OF LEAD MANAGER AND
ate Members, if any shall not be entitled to subscribe to thisnderwriting and market making obligations. However, asso any may subscribe for Equity Shares in the Issue, either in
egory as may be applicable to the applicants, where thbscription may be on their own account or on behalf of their
e Companies Act 2013, allotment of Equity Shares shall behave the option of getting allotment of specified securition in respect of depositories account is mandatory and l be treated as incomplete and rejected. Investors will noares in physical form as mentioned above. However, they m allotment.
tment, shall be traded on the Stock Exchange in demat segm
any investor shall not exceed the investment limit/minimuby him/her/it under the relevant regulations/statutory guide
d Application Forms, under t such bank is not a SCSB
ith any other SCSB is not
les of 10,000 Equity Shares es not exceed Rs. 2,00,000. ensure that the Application
nts and QIBs):
at the Application Amount An Application cannot be n by a QIB investor should existing SEBI Regulations, nd is required to pay 100%
individuals, have to ensure for allocation in the Non-
d by them does not exceed
be held by them under
AND THE SYNDICATE
to this Issue in any manner r, associates/affiliates of the ther in the QIB Category or ere the allocation is on a f their clients.
hall be dematerialized form ecurities in physical form. and applications without ill not have the option of
they may get the shares re-
t segment only.
inimum number of Equity guidelines and applicable
AKI India Limited
Information for the Applicants 1. Our Company and the Lead Ma
Prospectus to be registered within English and Hindi) and in a prescribed format.
2. Our Company will file the Prosp
3. Copies of the Application Formavailable with the, the Lead MCompany. Electronic Applicatio
4. Any applicant who would like t
from our Registered Office / Co
5. Applicants who are interestedIntermediaries to register their a
6. Application Forms submitted d
Designated Branch, or the rApplicants whose beneficiary ac
7. The Application Form can be su
ASBA Account is maintained,provide the electronic mode of cor such other secured, electronAccount.
8. Applicants applying directly thr
Designated Branch of SCSB, wthe SCSBs or other Designatedamount in the ASBA Account eentering the ASBA application i
9. Except for applications by or on
the courts and by investors residjoint names, the first Applicanmention his/ her PAN allotted uPAN would be the sole identirrespective of the amount of trademat accounts of Applicants fothe State of Sikkim or persons securities market, shall be “suspbe made into the accounts of suc
10. The Applicants may note that i
Form and entered into the electdo not match with PAN, the DForm is liable to be rejected.
Application by Indian Public includ
Application must be made only in institutions and not in the names of mon non-repatriation), trusts, (unless thapplicable Trust laws and is authoriHindu Undivided Families, partnershthe Karta of the HUF. An applicant
190
ad Manager shall declare the Issue Opening Date and Issued with the RoC and also publish the same in two national nd in a regional newspaper with wide circulation. This adve
Prospectus with the RoC at least 3 (three) days before the I
n Form along with Abridge Prospectus and copies of thead Manager, the Registrar to the Issue, and at the Regilication Forms will also be available on the websites of the S
like to obtain the Prospectus and/ or the Application Forme / Corporate Office.
erested in subscribing for the Equity Shares should atheir applications.
itted directly to the SCSBs should bear the stamp of ththe respective Designated Intermediaries. Application iary account is inactive shall be rejected.
be submitted either in physical or electronic mode, to the Stained, or other Designated Intermediaries (Other than Sde of collecting either through an internet enabled collectingectronically enabled mechanism for applying and blocking
tly through the SCSBs should ensure that the Application FSB, where the ASBA Account is maintained. Applications ignated Intermediaries (Other than SCSBs), the relevant Sount equal to the Application Amount specified in the Appation into the electronic system.
or on behalf of the Central or State Government and the Os residing in the State of Sikkim, the Applicants, or in the plicant (the first name under which the beneficiary accootted under the Income Tax Act. In accordance with the S identification number for participating transacting in tht of transaction. Any Application Form without PAN is liabants for whom PAN details have not been verified, excludinrsons who may be exempted from specifying their PAN “suspended for credit” and no credit of Equity Shares purs of such Applicants.
that in case the PAN, the DP ID and Client ID mentionee electronic collecting system of the Stock Exchange Desigthe DP ID and Client ID available in the Depository data
including eligible NRIs applying on Non-Repatriation Ba
ly in the names of individuals, limited companies or ses of minors, foreign nationals, Non Residents Indian (excless the Trust is registered under the Societies Registration Authorized under its constitution to hold shares and deben
rtnership firms or their nominees. In case of HUFs, applicalicant in the Net Public Category cannot make an applicatio
d Issue Closing Date in the ional newspapers (one each s advertisement shall be in
e the Issue Opening Date.
of the Prospectus will be e Registered Office of our f the Stock Exchange.
Form can obtain the same
uld approach Designated
of the SCSBs and/or the n Form submitted by
the SCSBs with whom the than SCSBs). SCSBs may lecting and banking facility ocking funds in the ASBA
tion Form is submitted to a ations submitted directly to vant SCSB shall block an e Application Form, before
the Officials appointed by in the case of application in y account is held), should the SEBI Regulations, the in the securities market, is liable to be rejected. The cluding persons resident in PAN for transacting in the s pursuant to the Issue will
ntioned in the Application Designated Intermediaries y database, the Application
ion Basis
s or statutory corporations/ n (except for those applying ation Act, 1860 or any other debentures in a Company), pplication shall be made by lication for such number of
AKI India Limited
Equity Shares that exceed the numberepatriation basis should authorize the
Applications by eligible NRIs/ FPI’
Application Forms have been made av Eligible NRIs applicants may pleaseforeign exchange shall be consideredget the amount blocked in the NonIndians and shall not use the forms m Under FEMA, general permission i03/05/2000 to issue securities to NRrequired to file the declaration in thefrom the date of issue of shares of allo Allotment of Equity shares to NonGuidelines. Sale proceeds of such invincome thereon subject to the permissother applicable laws.
As per the current Regulations, the
1. A foreign portfolio investor sha
primary and secondary markets listed on a recognized stock excwhether listed on a recognizedinvestment scheme; (d) Derivatigovernment securities; (f) Commenhanced bonds; (h) Security instruments and debt capital instListed and unlisted non-convertsector, where ‘infrastructure’ is guidelines; (k) Non-Convertiblecategorized as ‘Infrastructure Fdenominated bonds or units issuSuch other instruments specified
2. Where a foreign institutional invInvestors) Regulations, 2014, hrecognized stock exchange, andthereof, such shares shall be subja foreign direct investor placed iforeign direct investment from th
3. In respect of investments in the s
a) A foreign portfolio investor
giving delivery of securities
b) Nothing contained in clause i. Any transactions in
ii. Short selling transaciii. Any transaction in
in the process of accordance with Chand Disclosure Req
iv. Any other transactio
191
number of Equity Shares offered to the public. Eligible NRize their SCSB to block their NRE/FCNR/NRO accounts.
/ FPI’s on Repatriation Basis
ade available for eligible NRIs at our registered office.
please note that only such applications as are accompaniedidered for Allotment under reserved category. The Eligible
Non-Resident Ordinary (NRO) accounts shall use the formrms meant for reserved category.
sion is granted to companies vide notification no. FEMAto NRIs subject to the terms and conditions stipulated the
in the prescribed form to the concerned Regional Office o of allotment to NRIs on repatriation basis.
Non-Resident Indians shall be subject to the prevailing Rch investments in Equity shares will be allowed to be repaermission of the RBI and subject to the Indian Tax Laws an
s, the following restrictions are applicable for investmen
tor shall invest only in the following securities, namelyarkets including shares, debentures and warrants of compk exchange in India; (b) Units of schemes floated by a do
gnized stock exchange or not; (c) Units of Schemes floerivatives traded on a recognized Stock Exchange; (e) TreCommercial papers issued by an Indian Company; (g) Rupeurity receipts issued by asset reconstruction companiesal instruments, as specified by the Reserve Bank of India fonvertible debentures/bonds issued by an Indian companyre’ is defined in terms of the extant External Commerciaertible debentures or bonds issued by Non – Banking Fture Finance Companies’ (IFC) by the Reserve Bank its issued by infrastructure debt funds; (m) Indian depositcified by SEBI from time to time.
al investor or a sub account, prior to commencement of SE014, hold equity shares in a company whose shares are, and continues to hold such shares after Initial Public e subject to lock-in for the same period, if any, as is applicaaced in similar position, under the policy of the Governmerom the time being in force.
n the secondary market, the following additional conditions
vestor shall transact in the securities in India only on therities purchased or sold;
lause (a) shall apply to: in derivatives on a recognized stock exchange;
transactions in accordance with the framework specified by on in securities pursuant to an agreement entered into withss of market making or subscribing to unsubscribed porith Chapter XB of the Securities and Exchange Board of Ine Requirements) Regulations, 2009; nsaction specified by the Board.
le NRIs applying on a non-nts.
panied by payment in free ligible NRIs who intend to e form meant for Resident
FEMA/20/2000 RB dated ted therein. Companies are fice of RBI within 30 days
ling Reserve Bank of India e repatriated along with the ws and regulations and any
stments by FPIs.
mely- (a) securities in the companies, listed or to be
y a domestic mutual funds, es floated by a collective e) Treasury bills and dated ) Rupee denominated credit panies; (i) Perpetual debt India from time to time; (j)
pany in the infrastructure mercial Borrowings (ECB) king Financial Companies Bank of India; (i) Rupee epository receipts; and (n)
of SEBI (Foreign Portfolio res are not listed on any
Public Offering and listing applicable to shares held by ernment of India relating to
itions shall apply:
on the basis of taking and
ed by the Board; o with the merchant banker d portion of the Issue in d of India (Issue of Capital
AKI India Limited
c) No transaction on the stock e
d) The transaction of businessbrokers registered by the Bo
i. transactions in Govthe Reserve Bank oBank of India;
ii. Sale of securities inSecurities and ExchRegulations, 2011;
iii. Sale of securities inthe Securities and E
iv. Sale of securities, iof Securities) Regul
v. divestment of secuOperative Guidelinethrough issue of Amthe Government of I
vi. Any application forshares made by the
vii. Any transaction in the process of marSecurities and ExcRegulations, 2009;
viii. Any other transactio
e) A foreign portfolio investdematerialized form: Provided that any shares regulation, can be held in no Unless otherwise approved binvestor as a beneficial owne
4. The purchase of Equity Shares o
shall be below ten percent of the
5. The investment by the foreignrestrictions as may be specified b
6. In cases where the GovernmeGovernments and where such agseparate, the Board may, during to conditions as may be specified
7. A foreign portfolio investor may
the Board in this regard.
No foreign portfolio investor madirectly or indirectly, unless the f a) Such offshore derivative ins
foreign regulatory authority;b) Such offshore derivatives ins
Provided that those unregulated broadby virtue of their investment managerin offshore derivatives instruments di
192
stock exchange shall be carried forward;
siness in securities by a foreign portfolio investor shall bhe Board; provided nothing contained in this clause shall apn Government securities and such other securities falling uank of India which shall be carried out in the manner spec
ities in response to a letter of offer sent by an acquirer ind Exchange Board of India (Substantial Acquisition of Sh2011; ties in response to an offer made by any promoter or acquir and Exchange Board of India (Delisting of Equity Shares) Rities, in accordance with the Securities and Exchange Board Regulations, 1998; f securities in response to an offer by Indian Companiesidelines of Disinvestment of shares of Indian Companies in of American Depository Receipts or Global Depository Rent of India and directions issued by Reserve Bank of India fon for, or acquisition of, securities in response to an offery the Central Government or any State Government; on in securities pursuant to an agreement entered into withf market making portion of the issue in accordance withd Exchange Board of India (Issue of Capital and Discl2009; nsaction specified by SEBI.
investor shall hold, deliver or cause to be delivered
ares held in non-dematerialized form, before the com in non-dematerialized form, if such shares cannot be dema
oved by SEBI, securities shall be registered in the name ofl owner for the purposes of the Depositories Act, 1996.
ares of each company by a single foreign portfolio investorof the total issued capital of the company.
oreign portfolio investor shall also be subject to such oified by the Government of India from time to time.
ernment of India enters into agreements or treaties wch agreements or treaties specifically recognize certain entiuring the validity of such agreements or treaties, recognize ecified by it.
r may lend or borrow securities in accordance with the fra
tor may issue, subscribe to or otherwise deal in offshore des the following conditions are satisfied:
ive instruments are issued only to persons who are regulatority;
ves instruments are issued after compliance with ‘know you
broad based funds, which are classified as Category II foreanager being appropriately regulated shall not issue, subscrnts directly or indirectly.
hall be only through stock hall apply to; lling under the purview of er specified by the Reserve
irer in accordance with the of Shares and Takeovers)
acquirer in accordance with ares) Regulations, 2009; Board of India (Buy Back
panies in accordance with nies in the overseas market ory Receipts as notified by India from time to time; offer for disinvestment of
to with merchant banker in e with Chapter XB of the Disclosure Requirements)
livered securities only in
commencement of these dematerialized.
me of the foreign portfolio
vestor or an investor group
such other conditions and
ties with other sovereign in entities to be distinct and gnize them as such, subject
the framework specified by
ore derivative instruments,
egulated by an appropriate
w your client’ norms:
II foreign portfolio investor subscribe or otherwise deal,
AKI India Limited
Provided further that no Category IIoffshore derivatives instruments direc A foreign portfolio investor shall enissued by or on behalf of it is madeauthority. Foreign portfolio investors shall fullyto off-shore derivative instrumentsinstruments, by whatever names theybe listed in any stock exchange in Ind Any offshore derivative instruments iInstitutional Investors) Regulations,Regulation, 2014 shall be deemed toPortfolio Investors) Regulation, 2014 The purchase of equity shares of eachbe below 10 per cent of the total issue An FII or its subaccount which hoconversion fees, be eligible to conregistration as a foreign institutional foreign portfolio investor, whichever Qualified foreign investor may contiSEBI (Foreign Portfolio Investors) Rof aforesaid regulations, or until it obearlier.
Application by Mutual Funds As per the current regulations, the foll No mutual fund scheme shall invest minstruments of any Company providfunds or sector or industry specific fany Company's paid up share capital c With respect to Applications by Mutlodged with the Application Form.Application in whole or in part, in eith In case of a Mutual Fund, a separateregistered with SEBI and such Applictreated as multiple Applications provthe Application has been made. The Application made by Asset Manthe names of the concerned schemes f
Applications by Limited Liability P
In case of application made by limiteAct, 2008, a certified copy of certificApplication Form. Failing this, our Creason thereof.
193
ory III foreign portfolio investor shall issue, subscribe to s directly or indirectly.
all ensure that further issue or transfer of any offshore d made only to persons who are regulated by an appropria
ll fully disclose to the Board any information concerning thements such as participatory notes, equity linked notess they are called, entered into by it relating to any securities in India, as and when and in such form as the Board may sp
ents issued under the Securities and Exchange Board of Inations, 1995 before commencement of SEBI (Foreign med to have been issued under the corresponding provisi, 2014.
f each company by a single foreign portfolio investor or anl issued capital of the company.
ich holds a valid certificate of registration shall, subjeco continue to buy, sell or otherwise deal in securities ttional investor or subaccount, or until he obtains a certifichever is earlier.
continue to buy, sell or otherwise deal in securities subjecors) Regulation, 2014, for a period of one year from the da
it obtains a certificate of registration as foreign portfolio i
he following restrictions are applicable for investments by M
nvest more than 10% of its net asset value in the Equity Shrovided that the limit of 10% shall not be applicable for
cific funds. No mutual fund under all its schemes should owapital carrying voting rights.
y Mutual Funds, a certified copy of their SEBI registratioForm. Failing this, our Company reserves the right to , in either case, without assigning any reason thereof.
parate Application can be made in respect of each schemeApplications in respect of more than one scheme of the Mus provided that the Applications clearly indicate the scheme
t Management Companies or custodians of Mutual Funds semes for which the Applications are made.
ility Partnerships
limited liability partnerships registered under the Limitedertificate of registration issued under the LLP Act, 2008 m
, our Company reserves the right to reject any application w
ibe to or otherwise deal in
hore derivative instruments ropriate foreign regulatory
ing the terms of and parties notes or any other such
urities listed or proposed to ay specify.
d of India of India (Foreign reign Portfolio Investors) rovision of SEBI (Foreign
r or an investor group shall
subject to the payment of rities till the expiry of its ertificate of registration as
subject to the provision of the date of commencement folio investor, whichever is
ts by Mutual fund:
ity Shares or equity related le for investments in index uld own more than 10% of
stration certificate must be ht to accept or reject any
cheme of the Mutual Fund he Mutual Fund will not be cheme concerned for which
unds shall specifically state
imited Liability Partnership 008 must be attached to the ation without assigning any
AKI India Limited
Applications by Hindu Undivided F
In case of HUFs, application can be mFamilies would be treated on par with
Applications by Insurance Compan
In case of application made by insuregistration issued by IRDA must consultation with the LM, reserves th The exposure norms for insurers, p(Investment Scheme) (5th Amendmeare broadly set forth below: (a) Equity shares of a company: Th
or 10% of the respective fund inor reinsurer;
(b) The entire group of the investee10% of investment assets in caPlans); and
(c) The industry sector in which
exposure to the industry sector (
Applications under Power of Attorn
In case of applications made pursuansocieties, FIIs, FPI’s, Mutual Funds,2,500 Lakh (subject to applicable lawcopy of the power of attorney or the copy of the memorandum of associaApplication Form. Failing this, our Cpart, in either case, without assigning With respect to the applications by Vrelevant resolution or authority, as certificate must be lodged along witaccept or reject any application in wh In the case of Applications made pursof attorney or the relevant resolutionSEBI registration certificate must bereserves the right to accept or reject reason therefore. In the case of Applications made bcertificate of registration issued by thCompany reserves the right to acceassigning any reason therefore. In the case of Applications made by the relevant resolution or authority, certificate must be lodged with the Areject any Application in whole or in In the case of Applications made by2500 Lakh and pension funds with mchartered accountant certifying the c
194
ided Families (HUFs)
n be made by the karta of HUF and applications by Hindu Uar with applications by individuals.
mpanies
y insurance companies registered with IRDA, certified cmust be attached to the Application Form. Failing thves the right to reject any application, without assigning any
rers, prescribed under the Insurance Regulatory and Dendment) Regulations, 2010, as amended (the “IRDA Inves
ny: The lesser of 10% of the investee company‘s subscribeund in case of life insurer or 10% of investment assets in c
estee company: at least 10% of the respective fund in ca in case of general insurer or reinsurer (25% in case of U
hich the investee company operates: 10% of the insureector (25% in case of Unit Linked Insurance Plans).
Attorney
rsuant to a power of attorney by limited companies, corporFunds, insurance companies and provident funds with minle law) and pension funds with a minimum corpus of Rs. 2r the relevant Resolution or authority, as the case may be, ssociation and articles of association and/or bye laws mus our Company reserves the right to accept or reject any appligning any reason therefore.
s by VCFs, FVCIs and FPIs, a certified copy of the powas the case may belong with a certified copy of the
ng with the Application Form. Failing this, our Company in whole or in part, in either case, without assigning any rea
e pursuant to a power of attorney by Mutual Funds, a certifilutions or authority, as the case may be, along with the cust be submitted along with the Application Form. Failinreject any Application in whole or in part, in either case, w
ade by insurance companies registered with the IRDA, by the IRDA must be lodged along with the Application F accept or reject any Application in whole or in part, in
de by to the power of attorney by FIIs, a certified copy of tority, as the case may be along with the certified copy the Application Form. Failing this, the Company reserves or in part, in either case, without assigning any reason there
de by provident funds, subject to applicable law, with minwith minimum corpus of Rs. 2500 Lakh, a certified copy o the corpus of the provident fund/pension fund must be lo
indu Undivided
ified copy of certificate of ng this, our Company in ng any reason thereof.
d Development Authority Investment Regulations”),
scribed capital (face value) ts in case of general insurer
in case of a life insurer or e of Unit Linked Insurance
insurer‘s total investment
corporate bodies, registered th minimum corpus of Rs. Rs. 2,500 Lakh, a certified y be, along with a certified s must be lodged with the y application in whole or in
e power of attorney or the of their SEBI registration pany reserves the right to ny reason therefore.
certified copy of the power the certified copy of their
Failing this, the Company case, without assigning any
IRDA, a certified copy of tion Form. Failing this, the art, in either case, without
py of the power of attorney copy of SEBI registration erves the right to accept or
n thereof.
ith minimum corpus of Rs. copy of a certificate from a t be lodged along with the
AKI India Limited
Application Form. Failing this, the Copart, in either case, without assigning
Application by Provident Funds/Pe
In case of Applications made by provlaw) and pension funds with minimumaccountant certifying the corpus of thForm. Failing this, our Company reseither case, without assigning any rea The above information is given for tany amendments or modification or cfiling of this Draft Prospectus. Applithe maximum number of Equity Sharlimits under laws or regulations or a
Applications by banking companies
In case of Application made by bankiregistration issued by RBI, and (ii) thto be attached to the Application Forwithout assigning any reason therefor The investment limit for banking comAct, 1949 (the “Banking Regulation
10% of the paid-up share capital of treserves, whichever is less. Further, ttogether with its subsidiaries, associamutual funds managed by asset manaof the investee company’s paid-up shcapital of the investee company witengaged in non-financial activities iRegulation Act.
Method and Process of Application
1. The Designated Intermediaries s
2. The Issue Period shall be for a
The Issue Period may be extendIssue Period not exceeding 10 W
3. During the Issue Period, Applica
the Designated Intermediaries to
4. The Applicant cannot apply on abeen submitted to the Designatsame or to another Designatedrejected either before entering ththe allocation or Allotment of Eq
5. Designated Intermediaries acc
application along with other relstock exchange and submitting blocking of funds will be done acknowledged by the Designated
6. The Designated Intermediaries w
separate application and generat
195
the Company reserves the right to accept or reject any Appligning any reason thereof.
ds/Pension Funds
y provident funds with minimum corpus of Rs. 2,500 lakh inimum corpus of Rs. 2,500 lakh, a certified copy of certifis of the provident fund/ pension fund must be lodged alongny reserves the right to accept or reject any Application inny reason thereof.
for the benefit of the Applicants. Our Company and the Ln or changes in applicable laws or regulations, which may o
Applicants are advised to make their independent investigay Shares applied for or maximum investment limits do not or as specified in this Draft Prospectus.
panies
banking companies registered with RBI, certified copies of (ii) the approval of such banking company’s investment coon Form, failing which our Company reserves the right to rerefore.
g companies in non-financial services companies as per thelation Act”), and Master Circular – Para-banking Activitiesal of the investee company or 10% of the banks’ own paidther, the investment in a non-financial services company byssociates, joint ventures, entities directly or indirectly contro management companies controlled by the banking companup share capital. A banking company may hold up to 30%
ny with the prior approval of the RBI provided that the ities in which banking companies are permitted to engag
cation
aries shall accept applications from the Applicants during th
for a minimum of three Working Days and shall not excee extended, if required, by an additional three Working Dayg 10 Working Days.
pplicants who are interested in subscribing to the Equity Shries to register their applications.
ly on another Application Form after applications on one Asignated Intermediaries. Submission of a second Applicatignated Intermediaries will be treated as multiple applicatring the application into the electronic collecting system ort of Equity Shares in this Issue.
s accepting the application forms shall be responsibleher relevant details in application forms on the electronic aitting the form to SCSBs for blocking of funds (except in c done by respective SCSBs only). All applications shall be ignated Intermediaries at the time of receipt.
iaries will enter each application option into the electronic cenerate a TRS and give the same to the applicant.
Application in whole or in
lakh (subject to applicable certificate from a chartered along with the Application tion in whole or in part, in
d the LM are not liable for may occur after the date of estigations and ensure that
o not exceed the applicable
pies of: (i) the certificate of ent committee are required ht to reject any application
per the Banking Regulation ivities dated July 1, 2015 is n paid-up share capital and any by a banking company controlled by the bank and mpany cannot exceed 20%
o 30% of the paid-up share t the investee company is engage under the Banking
ring the Issue Period.
t exceed 10 Working Days. g Days, subject to the total
ity Shares should approach
one Application Form have plication form to either the plications and is liable to
tem or at any point prior to
onsible for uploading the ronic application system of pt in case of SCSBs, where all be stamped and thereby
ronic collecting system as a
AKI India Limited
7. Upon receipt of the Application
Intermediaries shall verify if suAccount, as mentioned in the Exchange.
8. If sufficient funds are not availa
applications and shall not upload
9. If sufficient funds are available Application Amount mentionedelectronic collecting system asoption. The TRS shall be furnish
10. The Application Amount shall
Basis of Allotment and consequto the Public Issue Account, orApplication Form, as the case mshall send an appropriate requesAccounts and for transferring Account. In case of withdrawalsuch information from the Regis
Issuance of a Confirmation of Alloc
1. Upon approval of the basis of Issue shall send to the SCSBs a
2. The Registrar will then dispatchIssue. The dispatch of a CAN sh
Terms of payment
The entire Issue price of `11.00 per Equity Shares than the number applpaid on Application to the applicants. SCSBs will transfer the amount as peamount after transfer will be unblocke The applicant should note that the arSEBI and has been established as an to the Issue to facilitate collections fro
Payment mechanism
The applicants shall specify the bankamount equivalent to the Applicationshall keep the Application Amount Application or receipt of instructionsRetail Applicants shall neither withdwithdrawal or rejection of the AppliIssue shall give instructions to the SCone day of receipt of such instructiountil finalization of the Basis of AllotPublic Issue Account, or until withdraApplicant, as the case may be. Please note that pursuant to SEB
investors in the public Issue can only
196
ication Form, submitted whether in physical or electronic m if sufficient funds equal to the Application Amount are av
n the Application Form, prior to uploading such applica
available in the ASBA Account, the Designated Intermedia upload such applications with the Stock Exchange.
ilable in the ASBA Account, the SCSB shall block an amotioned in the Application Form and will enter each applicem as a separate application and generate a TRS for eacfurnished to the Applicant on request.
shall remain blocked in the aforesaid ASBA Account unnsequent transfer of the Application Amount against the A
unt, or until withdraw/ failure of the Issue or until withdracase may be. Once the Basis of Allotment if finalized, the request to the Controlling Branch of the SCSB for unblockinrring the amount allocable to the successful Applicantsrawal/ failure of the Issue, the blocked amount shall be un Registrar to the Issue.
Allocation Note (“CAN”) and Allotment in the Issue
is of allotment by the Designated Stock Exchange, the LMSBs a list of their Applicants who have been allocated Equit
ispatch a CAN to their Applicants who have been allocatedAN shall be deemed a valid, binding and irrevocable contrac
0 per share is payable on application. In case of allotmentr applied, the Registrar shall instruct the SCSBs to unblocicants.
t as per the instruction of the Registrar to the Public Issue blocked by the SCSBs.
the arrangement with Bankers to the Issue or the Registrar as an arrangement between our Company, Banker to the Isons from the applicants.
e bank account number in their Application Form and the Scation Amount in the bank account specified in the Applicatount in the relevant bank account blocked until withdra
uctions from the Registrar to unblock the Application Am withdraw nor lower the size of their applications at any s Application Form or for unsuccessful Application Forms,the SCSBs to unblock the application money in the relevanttruction. The Application Amount shall remain blocked inf Allotment in the Issue and consequent transfer of the Appli
ithdrawal/ failure of the Issue or until rejection of the Appl
SEBI circular CIR/CFD/POLICYCELL/11/2015 dated
only invest through ASBA Mode.
ronic mode, the Designated are available in the ASBA pplications with the Stock
rmediaries shall reject such
n amount equivalent to the application option into the or each price and demand
nt until finalization of the the Allotted Equity Shares ithdrawal/ rejection of the
d, the Registrar to the Issue locking the relevant ASBA
licants to the Public Issue be unblocked on receipt of
the LM or Registrar to the Equity Shares in the Issue.
ocated Equity Shares in the contract for the Applicant.
otment of lesser number of unblock the excess amount
Issue Account, the balance
gistrar is not prescribed by the Issue and the Registrar
d the SCSBs shall block an pplication Form. The SCSB ithdrawal/ rejection of the n Amount. However Non-any stage. In the event of orms, the Registrar to the levant bank account within ked in the ASBA Account Application Amount to the e Application by the ASBA
ted November 10, 2015
AKI India Limited
Electronic Registration of Applicat
1. The Designated Intermediaries
Exchange.
2. The Designated Intermediaries already uploaded before 1.00 p.m
3. The Designated Intermediaries
commissions in relation to, (i) the applications acc(ii) the applications upl(iii) the applications acc(iv) with respect to appl
Designated Intermediary (other sent to the SCSBs or the Designresponsible for blocking the neand uploaded by SCSBs, the SCfor blocking the necessary amou
4. Neither the Lead Manager nor
acts, mistakes or errors or omiss(i) the applications accepte(ii) the applications upload(iii) the applications accepte
5. The Stock Exchange will offer a
will available at the terminals oPeriod. The Designated Brancheline electronic registration of apoff-line data file into the onlineIntermediaries shall upload theThis information will be availab
6. With respect to applications by
Bakers, DPs and RTAs shall foForms to Designated Branches o
Sl. No. Details*
1. Symbol
2. Interme
3. Locatio
4. Applica
5. Categor
6. PAN
7. DP ID
8. Client I
9. Quantity
10. Amount
*Stock Exchanges shall unif
7. With respect to applications by
Intermediaries shall enter the fol
• Name of the Applic
197
plications
iaries will register the applications using the on-line fa
iaries will undertake modification of selected fields in th.00 p.m. of next Working Day from the Issue Closing Date.
iaries shall be responsible for any acts, mistakes or erro
ns accepted by them, ns uploaded by them ns accepted but not uploaded by them, or o applications by Applicants, applications accepted and uplo
(other than SCSBs), the Application form along with relevaDesignated Branch of the relevant SCSBs for blocking of futhe necessary amounts in the ASBA Accounts. In case of the SCSBs or the Designated Branch of the relevant SCSB amounts in the ASBA Accounts.
r nor our Company nor the Registrar to the Issue, shall be omission and commissions in relation to, ccepted by any Designated Intermediaries; ploaded by any Designated Intermediaries; or ccepted but not uploaded by any Designated Intermediaries
offer an electronic facility for registering applications for thinals of Designated Intermediaries and their authorized agranches or agents of Designated Intermediaries can also se of applications subject to the condition that they will sub
online facilities on a regular basis. On the Issue Closing ad the applications till such time as may be permitted by vailable with the Lead Manager on a regular basis.
ons by Applicants, at the time of registering such applichall forward a Schedule as per format given below along ches of the SCSBs for blocking of funds:
etails*
ymbol
termediary Code
ocation Code
pplication No.
ategory
P ID
lient ID
uantity
mount
uniformly prescribe character length for each of the abov
ons by Applicants, at the time of registering such applicatthe following information pertaining to the Applicants into i
Applicant;
ine facilities of the Stock
s in the application details Date.
r errors or omissions and
d uploaded by any
relevant schedules shall be g of funds and they will be se of Application accepted SCSBs will be responsible
hall be responsible for any
iaries
s for the Issue. This facility ed agents during the Issue lso set up facilities for off-ill subsequently upload the osing Date, the Designated ed by the Stock Exchange.
applications, the Syndicate along with the Application
bove-mentioned fields
pplications, the Designated s into in the on-line system:
AKI India Limited
• IPO Name: • Application Form N• Investor Category; • PAN (of First Appl• DP ID of the demat
• Client Identification• Number of Equity S• Locations of the Bthe SCSB branch where th
• Bank account numb
8. In case of submission of the Apcomplete the above-mentioned dApplication Form number which
9. The aforesaid Designated In
acknowledgment to the investoinvestor, as a proof of having aregistration of the Application bshall be allocated / allotted eithe
10. Such acknowledgment will be n
11. In case of Non Retail Applica
except on the technical groundshave no right to reject applicatio
12. The permission given by the Sto
should not in any way be deemother requirements by our ComExchanges; nor does it in any mof the compliance with the stafinancial or other soundness of our Company; nor does it in anyof the contents of this Draft Prcontinue to be listed on the Stoc
13. The Designated Intermediaries
Closing Date to verify the DP ID
14. Period, after which the Registrvalidate the electronic applicatiavailable with Depositories, whsuch applications are liable to be
15. The SCSBs shall be given one
(Final certificate) to the Registra
16. The details uploaded in the onlisuch details for applications.
1) The Issue is being made through
for Market Maker. 13,30,000 EqApplicants, subject to valid appliThe balance of the Net Issue Applicants.
198
orm Number; gory; t Applicant, if more than one Applicant); demat account of the Applicant;
ication Number of the demat account of the Applicant; quity Shares Applied for; •Bank Account details; the Banker to the Issue or Designated Branch, as applicab
here the ASBA Account is maintained; and
t number.
he Application by an Applicant through the Electronic Modoned details and mention the bank account number, except which shall be system generated.
ed Intermediaries shall, at the time of receipt of anvestor, by giving the counter foil or specifying the appliving accepted the application form in physical as well as ation by the Designated Intermediaries does not guarantee td either by our Company.
ll be non-negotiable and by itself will not create any obligati
pplicants and Retail Individual Applicants, applications wounds as mentioned in the Draft Prospectus. The Designatedlications, except on technical grounds.
the Stock Exchanges to use their network and software of the deemed or construed to mean that the compliance with r Company and/or the Lead Manager are cleared or ap
any manner warrant, certify or endorse the correctness or he statutory and other requirements nor does it take any ss of our Company; our Promoter, our management or anyin any manner warrant, certify or endorse the correctness oraft Prospectus, nor does it warrant that the Equity Shares e Stock Exchanges.
iaries will be given time till 1.00 p.m. on the next workin DP ID and Client ID uploaded in the online IPO system dur
egistrar to the Issue will receive this data from the Stocplication details with Depository’s records. In case no cors, which matches the three parameters, namely DP ID, Cliee to be rejected.
n one day after the Issue Closing Date to send confirmatiegistrar to the Issue.
e online IPO system shall be considered as final and Allotm
Allocation of Equity shares
rough the Fixed Price Process wherein 1,40,000 Equity Sha00 Equity shares will be allocated on a proportionate basi applications being received from Retail Individual ApplicaIssue will be available for allocation on proportionate
plicable, and bank code of
c Mode, the Applicant shall xcept the Electronic ASBA
of application, give an application number to the ell as electronic mode. The ntee that the Equity Shares
bligation of any kind.
ions would not be rejected ignated Intermediaries shall
e of the Online IPO system with various statutory and or approved by the Stock
or completeness of any any responsibility for the
or any scheme or project of ess or completeness of any hares will be listed or will
orking day after the Issue em during the Issue.
Stock Exchange and will no corresponding record is , Client ID and PAN, then
irmation of Funds blocked
Allotment will be based on
ity Shares shall be reserved e basis to Retail Individual pplicants at the Issue Price. onate basis to Non-Retail
AKI India Limited
2) Under- subscription if any, in acategory or combination of cateManager and the Stock Exchange
3) Allocation to Non-Residents, inc
applying on repatriation basis wi
4) In terms of SEBI Regulations, Nsize of their applications at any s
5) Allotment status details shall be a
Signing of Underwriting Agreemen
a) Our company and Lead Ma
underwriter.
b) A copy of Prospectus will be fi
Pre-Issue Advertisement
Subject to Section 30 of the CompanRoC, publish a pre - issue advertisNational Newspaper; (ii) Hindi NatioIn the pre- issue advertisement, weadvertisement, subject to the provisprescribed in Part A of Schedule XIII
Issuance of Allotment Advice
1) Upon approval of the Basis of Al
2) The Lead Manager or the Regist
have been allocated Equity Share
The dispatch of Allotment Advice shasuch Applicants.
General Instructions
Do's:
• Check if you are eligible to ap
• Read all the instructions carefu• Ensure that the details about
Allotment of Equity Shares wi
• Each of the Applicants shouIncome Tax Act, 1961;
• Ensure that the Demographic D• Ensure that the name(s) given
beneficiary account is held wit
• Ensure that you have funds eqSCSB before submitting the ASyndicate (in the Specified LRTA (at the Designated RTArespective Banks to release the
• Ensure that the Application Foholder. Ensure that you have m
• Ensure that the Application FApplication Form and the Pros
199
, in any category, would be allowed to be met with spillof categories at the discretion of our Company in consulchange.
ts, including Eligible NRIs, Eligible QFIs, FIIs and FVCIs rsis will be subject to applicable law, rules, regulations, guid
ons, Non-Retail Applicants shall not be allowed to either w any stage.
all be available on the website of the Registrar to the Issue.
ement and Filing of Prospectus with ROC
d Manager have entered into an Underwriting Agreem
ll be filled with the RoC in terms of Section 26 of Companie
mpanies Act 2013, our Company shall, after registering thevertisement, in the form prescribed by the SEBI Regula
i National Newspaper and (iii) Regional Newspaper each wnt, we will state the Issue Opening Date and the Issueprovisions of Section 30 of the Companies Act, 2013, we XIII of the SEBI Regulations.
s of Allotment by the Designated Stock Exchange.
Registrar to the Issue will dispatch an Allotment Advice to Shares in the Issue.
ice shall be deemed a valid, binding and irrevocable contrac
to apply;
carefully and complete the applicable Application Form; about the Depository Participant and the beneficiary acres will be in the dematerialized form only;
should mention their Permanent Account Number (PAN
aphic Details are updated, true and correct in all respects; given in the Application Form is exactly the same as the eld with the Depository Participant.
nds equal to the Application Amount in the ASBA accoun the Application Form under the ASBA process to the respfied Locations), the SCSBs, the Registered Broker (at thed RTA Locations) or CDP (at the Designated CDP Locaase the funds blocked in the ASBA Account under the ASBA
tion Form is signed by the account holder in case the applichave mentioned the correct bank account number in the App
tion Forms are delivered by the applicants within the timee Prospectus;
spill-over from any other consultation with the Lead
VCIs registered with SEBI, , guidelines and approvals.
ither withdraw or lower the
ssue.
greement dated [●] with
panies Act, 2013.
ing the Prospectus with the Regulations, in (i) English each with wide circulation. Issue Closing Date. This 013, will be in the format
ice to their applicants who
ontract for the Allotment to
ary account are correct as
(PAN) allotted under the
s the name(s) in which the
ccount maintained with the e respective member of the (at the Broker Centres),the
ocations); Instruct your ASBA process;
applicant is not the account e Application Form;
e time prescribed asper the
AKI India Limited
• Ensure that you have requested• Ensure that you request for and
application options;
• All Investors submit their appl• Ensure that you receive an a
submission of your Applicatio
• The Application Form is liablwith.
Don’ts:
• Do not apply for lower than th• Do not apply for a price differe• Do not apply on another Ap
Registered Brokers of Stock E
• Do not pay the Application Pri• Do not send Application Form• Do not submit the Application
• Do not apply on an ApplicIntermediary;
• Do not submit the application blocked in the relevant ASBA
• Do not apply for an ApplicatiApplicants);
• Do not fill up the Application investment limit or maximumregulations or maximum amou
• Do not submit the GIR numbground;
• Do not submit incorrect detailsa beneficiary account which isIssue;
• Do not submit applications oprescribed for another category
• Do not make Applications if yamended.
• Do not make more than five ap
Instructions for Completing the Ap
The Applications should be submitENGLISH only in accordance with thnot so made are liable to be rejected. ASBA Application Forms, which do n SEBI, vide Circular No.CIR/CFD/14/investors to submit Application forExchanges, who may not be syndicaBroker Centre is available on the webInvestors by substantial, enhancinNo.CIR/CFD/POLICY CELL/11/201Transfer Agent and Depository Particwith effect front January 01, 2016. disclosed is available on the websites
Applicant’s Depository Account an
Please note that, providing bank accoapplication form is mandatory and ap
200
uested for and receive a TRS; for and receive a stamped acknowledgement of the Applicat
ir applications through the ASBA process only; e an acknowledgement from the concerned Designated Ilication Form; and
s liable to be rejected if the above instructions, as applicab
han the minimum Application size; different from the price mentioned herein or in the Applicater Application Form after you have submitted an applictock Exchange, RTA and DPs registered with SEBI;
ion Price in cash, by money order or by postal order or by st Forms by post, instead submit with the Designated Intermecation Forms to any non-SCSB bank or our Company
pplication Form that does not have the stamp of the
ation without ensuring that funds equivalent to the entire apSBA Account;
plication Amount exceeding Rs. 2,00,000 (for applications
ation Form such that the Equity Shares applied for exceedsimum number of Equity Shares that can be held under th amount permissible under the applicable regulations;
number instead of the PAN as the application is liable t
details of the DP ID, beneficiary account number and PAN hich is suspended or for which details cannot be verified b
ions on plain paper or incomplete or illegible Applicatioategory of Applicant; and ns if you are not competent to contract under the Indian C
five applications from one bank account.
he Application Form
ubmitted on the prescribed Application Form and in BLwith the instructions contained herein and in the Applicatioected. Application Forms should bear the stamp of the Desigch do not bear the stamp of the Designated Intermediaries, w
FD/14/2012 dated October 04, 2012 has introduced an addin forms in public issues using the stock broker (brokeyndicate members in an Issue with effect from January 0e websites of BSE i.e. www.bseindia.com.With a view to br
hancing the points for submission of applications, S1/2015 dated November 10, 2015 has permitted Registrar t
Participants registered with SEBI to accept the Application 6. The List of ETA and DPs centres for collecting the
bsites of BSE i.e. www.bseindia.com
nt and Bank Details
k account details, PAN No’s, Client ID and DP ID in the snd applications that do not contain such details are liable to
pplication Form for all your
ated Intermediary, for the
pplicable, are not complied
plication Form; application to the SCSBs,
r by stock invest; termediary only;
f the relevant Designated
tire application Amount are
ations by Retail Individual
ceeds the Issue Size and/or der the applicable laws or
iable to be rejected on this
PAN or provide details for fied by the Registrar to the
lication Forms in a colour
dian Contract Act, 1872, as
in BLOCK LETTERS in lication Form. Applications Designated Intermediaries. ries, will be rejected.
n additional mechanism for (broker) network of Stock uary 01, 2013. The list of to broad base the reach of
ons, SEBI vide Circular istrar to the Issue and Share cation forms in Public Issue ng the application shall be
n the space provided in the ble to be rejected.
AKI India Limited
Applicants should note that on the baParticipant Identification number andas entered into the Stock Exchange odemographic details including addresreferred to as 'Demographic Details')the Applicants including mailing of thApplication Form would not be used By signing the Application Form, tprovide, upon request, to the Registra
Submission of Application Form
All Application Forms duly compleintermediaries shall at the time of recounter foil or specifying the applicaform, in physical or electronic mode,
Communications All future communications in conneRegistrar to the Issue quoting the fullDepository Account Details, number of the Designated Intermediary wacknowledgement slip. Investors can contact the Compliancerelated problems such as non-receipt accounts, etc.
Disposal of Application and Applica
The Company shall ensure the dispaDepository Participants and submit th(two) working days of date of Allotm The Company shall use best efforts toand commencement of trading at SMtaken within 6 (Six) working days fro In accordance with the Companies ACompany further undertakes that:
1. Allotment and Listing of Equ2. The Company will provide
to the Issue.
Right to Reject Applications In case of QIB Applicants, the Compreasons for rejecting the same shall Applicants, Retail Individual Applicatechnical grounds.
Impersonation Attention of the investors is specifiCompanies Act, 2013 which is reprod Any person who-
201
the basis of name of the Applicants, Depository Participaner and Beneficiary Account Number provided by them in tnge online system, the Registrar to the Issue will obtain fro
address, Applicants bank account details, MICR code and ocetails'). These Demographic Details would be used for all g of the Allotment Advice. The Demographic Details given used for any other purpose by the Registrar to the Issue.
orm, the Applicant would be deemed to have authorizedegistrar to the Issue, the required Demographic Details as av
rm
ompleted shall be submitted to the Designated Intermed of receipt of application, give an acknowledgement to inpplication number to the investor, as a proof of having acc
mode, respectively.
connection with Applications made in this Issue should he full name of the sole or First Applicant, Application Formmber of Equity Shares applied for, date of Application for
iary where the Application was submitted thereof a
liance Officer or the Registrar to the Issue in case of any prceipt of letters of allotment, credit of allotted shares in the r
pplication Moneys and Interest in Case of Delay
dispatch of Allotment advice, and give benefit to the benbmit the documents pertaining to the Allotment to the Stocllotment of Equity Shares.
orts to ensure that all steps 'for completion of the necessary at SME Platform of BSE where the Equity Shares are propys from Issue Closing Date.
nies Act, the requirements of the Stock Exchange and the S
of Equity Shares shall be made within 6 (Six) days of the Isovide adequate funds required for dispatch of Allotment Ad
Company in consultation with the LM may reject Applicati shall be provided to such Applicant in writing. In case pplicants who applied, the Company has a right to reject A
specifically drawn to the provisions of sub-section (1) oreproduced below:
ticipant's name, Depository m in the Application Form ain front the Depository the and occupation (hereinafter or all correspondence with given by Applicants in the
orized the depositories to as available on its records.
ermediaries. The aforesaid t to investor, by giving the ng accepted the application
hould be addressed to the n Form number, Applicants on form, name and address eof and a copy of the
any pre - issue or post issue n the respective beneficiary
e beneficiary account with e Stock Exchange within 2
ssary formalities for listing re proposed to be listed arc
the SEBI Regulations, the
the Issue Closing Date; ent Advice to the Registrar
plications provided that the case of Non- Institutional eject Applications based on
(1) of Section 38 of the
AKI India Limited
a) Makes or abets making ofsubscribing for, its securities
b) Makes or abets making ofcombinations of his name or
c) Otherwise induces directly him, or to any other person i
Shall be liable to action under section
Undertakings by Our Company
We undertake as follows: 1) That the complaints received
satisfactorily; 2) That all steps will be taken for
of trading at the Stock Exchangedays of Issue Closing Date.
3) That if the Company do not probe issued by our Company withthe same newspapers where the Equity Shares are proposed to b
4) That our Promoters undertake
contribution as required under
5) That no further issue of Equity are listed or until the Applicatioand
6) That if the Company withdraws
file a fresh Offer document wproceed with the Company;
Equity Shares in Dematerialized Fo
To enable all shareholders of our Cosigned the following tripartite agreem
a) Agreement dated March b) Agreement dated March
The Company's equity shares bear an
202
ing of an application in a fictitious name to a companurities; or ng of multiple applications to a company in different nme or surname for acquiring or subscribing for its securitiesectly or indirectly a company to allot, or register any tranrson in a fictitious name, ection 447 of the Companies, Act 2013
eived in respect of the Issue shall be attended to by u
n for the completion of the necessary formalities for listingchange where the Equity Shares are proposed to be listed w
ot proceed with the Issue, the reason thereof shall be giveny within two days of the Issue Closing Date. The public notre the pre-issue advertisements were published. The stock exd to be listed shall also be informed promptly;
ertake to comply with the provisions in respect of m regulation 32 of SEBI ICDR Regulations;
quity Shares shall be made till the Equity Shares issued thlication monies are unblocked on account of non-listing, un
draws the Issue after the Issue Closing Date, our Companyent with the RoC/ SEBI, in the event our Company sub
zed Form with NSDL or CDSL
our Company to have their shareholding in electronic formgreements with the Depositories and the Registrar and Share
arch 09, 2018 between NSDL, the Company and the Regisarch 08, 2018 between CDSL, the Company and the Regist
ear an ISIN as INE642Z01018.
ompany for acquiring, or
rent names or in different urities; or
ny transfer of, securities to
by us expeditiously and
listing and commencement sted within 6 (six) Working
given as a public notice to lic notice shall be issued in tock exchange on which the
of minimum promoters’
ued through the Prospectus ing, under subscription etc.
mpany shall be required to y subsequently decides to
ic form, the Company had Share Transfer Agent:
Registrar to the Issue; Registrar to the Issue;
AKI India Limited
RESTRICTIONS ON
Foreign investment in Indian securitIndia and FEMA. While the Industriforeign investment can be made in diin which such investment may be minvestment is freely permitted in all sbut the foreign investor is required tgovernment bodies responsible for gr The Government has from time to treleases. The Department of Industriaof India ("DIPP"), issued the Consolisupersedes all previous press notes, force and effect as on May 12, 201Policy once every year and therefore,circular. The transfer of shares between an InRBI, provided that (i) the activitieConsolidated FDI Policy and transfernon-resident shareholding is within thin accordance with the guidelines pre As per the existing policy of the GoI,
The Equity Shares have not been
securities laws in the United States
States except pursuant to an exe
requirements of the Securities Act a
Accordingly, the Equity Shares a
reasonably believed to be "qualifie
Act and referred to in this Draft Pr
set out in Section 4(a)(2) of the Se
refer to a category of institutional i
this Draft Prospectus as "QIBs")
Securities Act and (b) outside the U
the Securities Act and the applicabl
The above information is given for
are not liable for any amendments
may occur after the date of this D
investigations and ensure that the
limits under laws or regulations.
203
NS ON FOREIGN OWNERSHIP OF INDIAN SECURI
ecurities is regulated through the Industrial Policy, 1991 o
ndustrial Policy, 1991 prescribes the limits and the conditie in different sectors of the Indian economy, FEMA regulaty be made. Under the Industrial Policy, unless specificaln all sectors of Indian economy up to any extent and withouuired to follow certain prescribed procedures for making s for granting foreign investment approvals are FIPB and the
e to time made policy pronouncements on FDI through pdustrial Policy and Promotion, Ministry of Commerce and Ionsolidated FDI Policy, which with effect from May 12, 20
notes, press releases and clarifications on FDI issued by th, 2015. The Government proposes to update the consolid
refore, the Consolidated FDI Policy will be valid until the D
an Indian resident and a non-resident does not require the ctivities of the investee company are under the automransfer does not attract the provisions of the SEBI Takeoveithin the sectoral limits under the Consolidated FDI Policy; aes prescribed by the SEBI/ RBI.
e GoI, OCBs cannot participate in the Issue.
t been and will not be registered under the Securitie
States, and, unless so registered, may not be Issued or so
n exemption from, or in a transaction not subject
s Act and applicable state securities laws.
res are being Issued and sold (a) in the United Sta
ualified institutional buyers" (as defined in Rule 144A
aft Prospectus as “U.S. QIBs” pursuant to the private p
he Securities Act; for the avoidance of doubt, the term
ional investor defined under applicable Indian regulation
IBs"), in transactions exempt from the registration r
the United States in offshore transactions in reliance on
licable laws of the jurisdiction where those Issues and sa
en for the benefit of the Applicants. Our Company and
ments or modification or changes in applicable laws o
this Draft Prospectus. Applicants are advised to mak
at the number of Equity Shares Applied for do not ex
CURITIES
991 of the Government of onditions subject to which
egulates the precise manner cifically restricted, foreign ithout any prior approvals,
king such investment. The nd the RBI.
ough press notes and press and Industry, Government 12, 2015, consolidates and by the DIPP that were in nsolidated circular on FDI the DIPP issues an updated
re the prior approval of the automatic route under the keover Regulations; (ii) the olicy; and (iii) the pricing is
curities Act or any state
or sold within the United
bject to, the registration
d States only to persons
144A under the Securities
vate placement exemption
term U.S. QIBs does not
lations and referred to in
tion requirements of the
ce on Regulation S under
and sales occur.
y and the Lead Manager
aws or regulations, which
make their independent
not exceed the applicable
AKI India Limited
SECTION IX : MA
MAIN PRO
[The following regulations compris
resolution passed at the Extra- Ordi
to the entire exclusion of, the regula
ARTICL
E
1. In these Articles unlescontext inconsistent
i. The Act meansprovisions of themodification or re
ii. Articles means Aframed or altered
iii. “Beneficial Owne
Section 2(1) (a)
iv. Board or Board
Directors of the
v. Chairman meansCompany.
vi. “The Company
vii. Depositories Act,
include any Stattime being in forc
viii. Depository shall(e) of the Depos
ix. Directors meansbeing of the Com
x. Dividend include
xi. Document meanCompanies Act,
xii. Equity Share
by shares, mean
xiii. KMP means Keyas per the releva
xiv. ―Managing
agreement withCompany in genvirtue of its Mewith substantialoccupying the
xv. Month means Ca
xvi. Office means the
xvii. Paid-up share
aggregate amounthe amount receiincludes any amocompany, but doeof such shares, by
xviii. Postal Ballot me
xix. Proxy includes to vote for a mem
204
MAIN PROVISIONS OF ARTICLES OF ASSOCIAT
PROVISIONS OF ARTICLES OF ASSOCIATION
prised in these Articles of Association were adopted pur
Ordinary General Meeting held on December 15, 2017 in
gulations contained in the existing Articles of Association
INTERPRETATION
unless there be something in the subject matter or therewith:
means the Companies Act, 2013 and the applicablethe Companies Act, 1956 and includes any statutoryre-enactment thereof for the time being in force.
Articles of Association of the Company as originally altered from time to time
Owner” shall have the meaning assigned thereto by (a) of the Depositories Act, 1996.
of Director means the Collective body of the Board of Company.
eans the Chairman of the Board of the Directors of the
means AKI India Limited
Act, 1996 shall mean Depositories Act, 1996 and Statutory modification or re-enactment thereof for the force.
shall have the meaning assigned thereto by Section 2 (1) Depositories Act, 1996.
means the Directors appointed to the board for the time Company.
ncludes any interim dividend
means a document as defined in Section 2 (36) of the Act, 2013.
Capital‘‘, with reference to any Company limited means all share capital which is not preference share
Key Managerial Personnel of the Company provided relevant sections of the Act.
Director means a Director who by virtue or anwith the Company or of a resolution passed by the
general meeting or by its Board of Directors or byMemorandum or Articles of Association is entrusted
antial powers of management and includes a director position of managing director, by whatever nameCalendar month
the registered office for the time being of the Company.
share capital or ―share capital paid-upǁ means suchamount of money credited as paid-up as is equivalent to
received as paid up in respect of shares issued and alsoamount credited as paid-up in respect of shares of thedoes not include any other amount received in respect
by whatever name called means voting by post or through any electronic mode
attorney duly constituted under the power of attorney member at a General Meeting of the Company on poll.
CIATION
pursuant to members’
in substitution for and
tion of the Company.]
HEADING
cable utory
The Act
Articles
Beneficial Owner
of Board or Board
of
Chairman
The Company
Depositor
ies
Act,199
6 Depository
Directors
Dividend
Document
Equity
Share
KMP
an the by
usted ector name
Managing
Director
Month
Office
such to
also the
spect
Paid-up
share
Capital
Postal Ballot
Proxy
AKI India Limited
xx. Public Holiday
Negotiable Instrno day declaredshall be deemedunless the declaconvening such
xxi. Registrar meansthe Registeredsituated and incDeputy Registraregistering comp
xxii. Rules means thsections of the Ac
xxiii. SEBI means SecSection 3 of the
xxiv. Securities mean2 of the Securit
xxv. "Share" meansincludes stock expressed or imp
xxvi. Seal means the
xxvii. Preference Shar
by shares, meaCompany whichrespect to— (a) payment ofcalculated at aincome-tax; and(b) repayment, of the amount paid-up, whetherof any fixed prethe memorandum
Words imparting therequires or admits,
Unless the context in these regulationsstatutory modificatioregulations become In writing‘ andwritteof representing or re
2. The Authorized Shaand be divided intoin Clause V of the or reduce the capitaCompany (includingthereto respectivelyprivileges or conditiopresents and to mconditions in such masaid Act.
3. Subject to the proviscapital of the Compamay issue, allot or such persons, in sucheither at a premiumto time think fit. Fushares shall not be Company in general
205
liday means a Public Holiday within the meaning of theInstruments Act, 1881 (XXVI of 1881); provided that
clared by the Central Government to be such a holidayeemed to be such a holiday in relation to any meetingdeclaration was notified before the issue of the notice
such meeting.
means the Registrar of Companies of the state in whichtered Office of the Company is for the time being
includes an Additional Registrar a Joint Registrar, aegistrar or an Assistant Registrar having the duty of
companies and discharging various functions under this
the applicable rules as prescribed under the relevant Act for time being in force
Securities & Exchange Board of India established underthe Securities & Exchange Board of India Act, 1992.
means the securities as defined in clause (h) of Sectionecurities Contracts (Regulation) Act, 1956 (42 of 1956)
eans share in the Share Capital of the Company and except where a distinction between stock and share is
implied.
common seal of the Company.
Share Capital‘‘, with reference to any Company limitedmeans that part of the issued share capital of the
which carries or would carry a preferential right with
of dividend, either as a fixed amount or an amounta fixed rate, which may either be free of or subject to
and in the case of a winding up or repayment of capital, of the share capital paid-up or deemed to have been
hether or not, there is a preferential right to the paymentpremium or premium on any fixed scale, specified in
andum or articles of the Company;
the plural number also include, where the context the singular number, and vice versa.
otherwise requires, words or expressions containedtions shall bear the same meaning as in the Act or anyification thereof in force at the date at which these
binding on the Company. written‘ includes printing, lithography and other modes
reproducing words in a visible form.
Share Capital of the Company shall be such amountinto such shares as may from time to time be provided
Memorandum of Association with power to increasecapital and divide the shares in the capital of the
luding Preferential Share Capital, if any)and to attachtively any preferential, qualified or special rights,onditions as may be determined in accordance with these
modify or abrogate any such rights, privileges ormanner as may for the time being be permitted by the
provisions of the Act and these Articles, the shares in theCompany shall be under the control of the Directors who
otherwise dispose of the same or any of them tosuch proportion and on such terms and conditions and
ium or at par and at such time as they may from timeFurther provided that the option or right to call of given to any person except with the sanction of the
neral meeting.
the that
liday eting otice
Public Holiday
hich being
a of
this
Registrar
Rules
nder SEBI
ction Securities
Share
Seal
ited the
with
ount to
pital, been ment
in
Preference
Share
Capital
ntext
ained any
these
odes
ount vided rease
the ttach
ights, these
or the
the who
to and
time of
the
AKI India Limited
4. Subject to provision(Share Capital and provisions of the ACompany may issuemanner as the Board
5. The Company shallstock or other secumay be issued on conany denomination redemption, surrendeGeneral Meetings (bappointment of Direthe right to converswith the consent ofResolution.
6. i. Every personof membersentitled tocase of subwithin onetransfer ofconditions
a. onecharges; or
b. sevshares, uponafter the first
ii. The Compaof the consolidationcalls/allotmelodgement denominatioautographicaCompany been duly apnecessary;
iii. Every certif
shares to wh
iv. In respect ofthe Compancertificate, several jointholders.
7. If any share certificatbe no further space production and surremay be issued in liethen upon proof theexecution of such certificate in lieu thArticle shall be issue
206
visions of Section 54 of the Act read with Companies Debentures) Rules, 2014, and any other applicableAct or any law for the time being in force, the
issue Sweat Equity Shares on such terms and in suchoard may determine. shall have powers to issue any debentures, debenture-
securities at Par, discount, premium or otherwise andcondition that they shall be convertible into shares of and with any privileges and conditions as to
rrender, drawing, allotment of shares, attending the(but not voting on any business to be conducted),
Directors on Board and otherwise Debentures withnversion into or allotment of shares shall be issued only
of the company in the General Meeting by a Special
person whose name is entered as a member in the registermbers shall
receive within two months after incorporation, insubscribers to the memorandum or after allotment or
one month after the application for registration ofof transmission or within such other period as the of issue shall be provided,—
one certificate for all his shares without payment of any or
several certificates, each for one or more of his upon payment of Rupees twenty for each certificate first
ompany agrees to issue certificate within fifteen days date of lodgement of transfer, sub-division,
lidation, renewal, exchange or endorsement ofllotment monies or to issue within fifteen days of such
for transfer, Pucca Transfer Receipts ininations corresponding to the market units of tradingaphically signed by a responsible official of the
and bearing an endorsement that the transfer hasapproved by the Directors or that no such approval is
certificate shall be under the seal and shall specify thewhich it relates and the amount paid-up thereon.
of any share or shares held jointly by several persons,ompany shall not be bound to issue more than one
and delivery of a certificate for a share to one of joint holders shall be sufficient delivery to all such
rtificate be worn out, defaced, mutilated or torn or if there on the back for endorsement of transfer, then upon
surrender thereof to the Company, a new certificatelieu thereof, and if any certificate is lost or destroyedthereof to the satisfaction of the Company and on indemnity as the Company deem adequate, a newthereof shall be given. Every certificate under this
issued on payment of twenty Rupees for each certificate.
anies cable
the such
Issue of
Sweat
Equity
Shares
-and
of to
the cted),
with only ecial
Issue
of
Debentu
res
gister
in or of
the
days ision,
of such
in ading
the has
is
the
sons, one
of such
Issue of Share
Certificates
there upon ficate royed
on new this
AKI India Limited
8. Except as requiredCompany as holdingnot be bound by, orhaving notice thereinterest in any share,(except only as by other rights in respeentirety thereof in the
9. The provisions of mutatis mutandis ap(except where the A
10. i. The Compaconferred byper cent orpaid shall and rules m
ii. The rate orrate or amosection 40.
iii. The commithe allotmenway and pa
11. i. If at any timof shares, provided bysubject to Company writing of that class, at a separate
ii. to every regulationsapply, but persons holdclass in ques
12. The rights conferredwith preferred or provided by the termto be varied by thepassu therewith.
13. Subject to the provimay with the sanctiothey are to be redeeCompany before thedetermine
207
uired by law, no person shall be recognised by theolding any share upon any trust, and the Company shall
or be compelled in any way to recognise (even whenthereof) any equitable, contingent, future or partial
share, or any interest in any fractional part of a share, or these regulations or by law otherwise provided) any
respect of any share except an absolute right to thethe registered holder.
these Articles relating to issue of Certificates shallapply to any other securities including DebenturesAct otherwise requires) of the Company.
ompany may exercise the powers of paying commissionsby sub-section (6) of section 40, provided that the rate
or the amount of the commission paid or agreed to be be disclosed in the manner required by that sectionmade thereunder.
or amount of the commission shall not exceed theamount prescribed in rules made under sub-section (6) of40.
ommission may be satisfied by the payment of cash orlotment of fully or partly paid shares or partly in the one
partly in the other
time the share capital is divided into different classes the rights attached to any class (unless otherwiseby the terms of issue of the shares of that class) may, the provisions of section 48, and whether or not the is being wound up, be varied with the consent in the holders of three-fourths of the issued shares of or with the sanction of a special resolution passed
parate meeting of the holders of the shares of that class. such separate meeting, the provisions of these
tions relating to general meetings shall mutatis mutandis so that the necessary quorum shall be at least two
holding at least one-third of the issued shares of thequestion.
ferred upon the holders of the shares of any class issued other rights shall not, unless otherwise expressly
terms of issue of the shares of that class, be deemedthe creation or issue of further shares ranking pari
provisions of section 55 and 62, any preference sharessanction of ordinary resolution, be issued on the terms that
redeemed on such terms and in such manner as thethe issue of the shares may, by special resolution,
the shall
when artial
or any the
Issue of Share
Certificates
shall tures
sions rate
be ction
the of
or one
Power to pay
Commission in
connection with the
Securities issued
asses rwise may,
the in of
assed
these andis
two the
Variations of
Shareholder’s
rights
ssued essly emed
pari
hares that the
ution,
Issue of Preference
Shares
AKI India Limited
14. (1) Where at any increase its subscribeshall be offered:
(a) to persons shares of theadmit, to theletter of offeprovisions of
(b) to employeesubject to such other rules of Secti
(c) to any personor not those(a) or clausethan cash, valuation conditions Section 62.
(2) The notice shapost or through elethree days before (3) Nothing in subscribed capitala term attached company to convecompany:
Provided that the tersuch an option haveor the raising of loangeneral meeting.
15. i. The Company a. on every
monies payable
Every in the restricterespect
b. on all shain the payable
Provided
The Company‘s lien16. The Company may
shares on which the
Provided that no salea. unless a sum
payable; oruntil the expirationand demanding paymthe lien exists as isholder for the timereason of his death
208
time Company having Share Capital proposes tobscribed capital by the issue of further Shares, such shares
who, at the date of the offer, are holders of equitythe company in proportion, as nearly as circumstances
the paid-up share capital on those shares by sending aoffer subject to the conditions specified in the relevant
of Section 62 of the Act. ployees under a scheme of employees‘ stock option,
special resolution passed by company and subject to conditions as may be prescribed under the relevant
Section 62. persons, if it is authorized by a special resolution, whetherthose persons include the persons referred to in clauseclause (b), either for cash or for a consideration other
if the price of such shares is determined by the report of a registered valuer subject to such as may be prescribed under the relevant rules of
shall be dispatched through registered post or speedelectronic mode to all the existing shareholders at least the opening of the issue.
this Article shall apply to the increase of theapital of company caused by the exercise of an option as
to the debentures issued or loan raised by theconvert such debentures or loans into shares in the
terms of issue of such debentures or loan containinghave been approved, before the issue of such debentures
loan, by a special resolution passed by the company in
shall have a first and paramount lien— every share (not being a fully paid share), for all
(whether presently payable or not) called, or at a fixed time, in respect of that share; and or
fully paid shares shall be free from all lien and that case of partly paid shares the Issuer‘s lien shall be
stricted to moneys called or payable at fixed time inspect of such shares; and
shares (not being fully paid shares) standing registered name of a single person, for all monies presently
able by him or his estate to the Company:
vided that the Board of directors may at any time declarelien, if any, on a share shall extend to all dividends
sell, in such manner as the Board thinks fit, any the Company has a lien:
sale shall be made— sum in respect of which the lien exists is presently or
ation of fourteen days after a notice in writing statingpayment of such part of the amount in respect of which
is presently payable, has been given to the registeredtime being of the share or the person entitled thereto by
or insolvency.
to hares
quity ances
a evant
tion, to
evant
ether lause other
the such
of
speed least
the as
the the
ining tures
in
Further Issue of
shares
all or
that be in
tered ently
clare ends
Lien
tating hich
tered by
AKI India Limited
17. i. To give effectperson to transf
ii. The purchasercomprised in
The purchaser shallpurchase money, noirregularity or invali
18. i. The proceedsand applied of which the
The residue, if any,payable as existedperson entitled to the
19. Where two or morethey shall benefits ofprovisions co
a) The Companyregister more
b) The joint-holas jointly fowhich ought
c) On the deathshall be theas having ansuch evidenccontained shjoint holderany other per
d) Any one ofdividends or
e) Only the perMembers asentitled to share or todocuments served on all
f)
(i) Any one of Meeting eithof such sharethan one sucor by proxypresent whosuch sharesthe other orin preferencealthough theproxy stands
(ii) Several exec
whose (decefor the purpo
g) The provisions
shares shallincluding De
209
effect to any such sale, the Board may authorise sometransfer the shares sold to the purchaser thereof.
chaser shall be registered as the holder of the shares any such transfer.
shall not be bound to see to the application of thenor shall his title to the shares be affected by any
invalidity in the proceedings in reference to the sale.
ceeds of the sale shall be received by the Company in payment of such part of the amount in respect lien exists as is presently payable.
any, shall, subject to a like lien for sums not presently upon the shares before the sale, be paid to the
the shares at the date of the sale.
more persons are registered as the holders of any share be deemed to hold the same as joint-tenants with
of survivorship subject to the following and othercontained in these Articles:-
mpany shall at its discretion, be entitled to decline tomore than three persons as the joint-holders of any share.
holders of any shares shall be liable severally as wellfor and in respect of all calls and other payments
ought to be made in respect of such share. death of any such joint-holders, the survivor or survivors
the only person or persons recognized by the Companyany title to the share but the Directors may require
vidence of death as they may deem fit and nothing hereinshall be taken to release the estate of a deceased
older from any liability on shares held by him jointly withperson.
of such joint-holders may give effectual receipts of anyor other moneys payable in respect of such share.
person whose name stands first in the Register ofas one of the joint-holders of any share shall be delivery of the certificate, if any, relating to suchto receive documents from the Company and any served on or sent to such person shall be deemed
on all the joint-holders.
the two or more joint-holders may vote at Generaleither personally or by attorney or by proxy in respect
shares as if they were solely entitled hereto and if moresuch joint-holders be present at any meeting personally
proxy or by attorney then one of such joint holders sowhose name stand first in the Register in respect of
hares shall alone be entitled to vote in respect thereof butor others of the joint-holders shall be entitled to vote
erence to a joint-holder present by attorney or by proxythe name of such joint-holder present by attorney or by
stands first in Register in respect of such shares.
executors or administrators of a deceased member in(deceased member) sole name any share stands, shallpurpose of this Clause be deemed as Joint-Holders.
isions of these Articles relating to joint-holding ofshall mutatis mutandis apply to any other securities
Debentures of the company registered in Joint-names.
some
hares
the any
pany spect
ently the
share with
other
to hare. well ents
ivors pany quire erein eased with
any
of be
such any
emed
neral spect more nally
so of
but vote roxy
by
in shall
of rities mes.
Joint Holdings
AKI India Limited
20. i. The Board mayin respect ofaccount of theand not by thefixed times:
Provided thatof the sharesfixed for the
ii. Each member
notice specifyinto the Companamount called
iii. A call may be
21. A call shall beresolution of threquired to be
22. The joint holders ofpay all calls in respe
23. i. If a sum calledday appointedsum is due shpayment thereoannum or at su
ii. The Board shalwholly or in pa
24. i. Any sum whichon allotment nominal valuepurposes of theand payable onbecomes payab
ii. In case of noprovisions ofexpenses, forfe
or otherwise virtue of a call
25. The Board— i. may, if it think
the same, all any shares held
ii. upon all or anwould, but fointerest at suchmeeting shallmay be agreedthe sum in adva
26. Any uncalled amounthe member so advanprofit or voting rightamount has been duly
Provided however thbe entitled to propor
210
may, from time to time, make calls upon the membersof any monies unpaid on their shares (whether onthe nominal value of the shares or by way of premium)
the conditions of allotment thereof made payable at
that no call shall exceed one fourth of the nominal valueares or be payable at less than one month from the date
payment of the last preceding call.
mber shall, subject to receiving at least fourteen days‘ecifying the time or times and place of payment, payompany, at the time or times and place so specified, thealled on his shares.
be revoked or postponed at the discretion of the Board.
be deemed to have been made at the time when the the Board authorising the call was passed and may be
be paid by instalments.
of a share shall be jointly and severally liable to respect thereof.
called in respect of a share is not paid before or on theinted for payment thereof, the person from whom the
shall pay interest thereon from the day appointed forthereof to the time of actual payment at ten per cent. per
such lower rate, if any, as the Board may determine.shall be at liberty to waive payment of any such interest
part.
which by the terms of issue of a share becomes payable or at any fixed date, whether on account of the
value of the share or by way of premium, shall, for the these regulations, be deemed to be a call duly made on the date on which by the terms of issue such sum
payable.
non-payment of such sum, all the relevant of these regulations as to payment of interest and
forfeiture
shall apply as if such sum had become payable bycall duly made and notified.
thinks fit, receive from any member willing to advance or any part of the monies uncalled and unpaid upon
held by him; and
any of the monies so advanced, may (until the samefor such advance, become presently payable) pay
such rate not exceeding, unless the Company in generalshall otherwise direct, twelve per cent per annum, as
agreed upon between the Board and the member payingadvance.
amount paid in advance shall not in any manner entitleadvancing the amount, to any dividend or participation inright on such amount remaining to be called, until suchduly called-up.
that any amount paid to the extent called – up, shall proportionate dividend and voting right.
bers on
ium) at
value date
days‘ pay the
Calls on shares
the the for per
ine. terest
by
ance upon
same pay
neral as
aying
ntitle in
such
AKI India Limited
27. The Board may at of any call in respemay deem appropria
28. The provisions of thmutandis apply tocompany.
29. i. The shares or be a movable Articles.
ii. Each share in thenumber.
iii. A Certificatespecifying anyevidence of the
30. i. The instrumentexecuted by or
ii. The transferor the name of therespect thereof.
31. The Board may, subof Companies Act,(Regulation) Act, 195of such refusal tospecified under the A
i. the transfer ofwhom they do
ii. any transfer of
iii. Provided howev
acknowledge being either aloindebted to the32. The Board shall decli
i. the instrume
made underthe instrumethe shares Board mayto make theof only one
Provided that, transfe
ii. The Companfor transferdocumentstransferor(s)
iii. Then the Cointimation inform thesupported within fifteesecurities wi
iv. If the objectinot receivedtransfer thefraud or forg
211
its discretion, extend the time fixed for the paymentrespect of any one or more members as the Boardropriate in any circumstances.
these Articles relating to call on shares shall mutatisto any other securities including debentures of the
other interest of any member in the Company shall property, transferable in the manner provided by the
the Company shall be distinguished by its appropriate
icate under the Common Seal of the Company,any shares held by any member shall be prima faciethe title of the member of such shares.
ment of transfer of any share in the Company shall be or on behalf of both the transferor and transferee.
shall be deemed to remain a holder of the share untilthe transferee is entered in the register of members in
ereof. subject to the right of appeal conferred by section 58
Act, 2013 and Section 22A of the Securities Contracts1956,decline to register, by giving notice of intimationto the transferor and transferee within timelines as
Act-
of a share, not being a fully paid share, to a person of not approve; or
of shares on which the Company has a lien.
however that the Company will not decline to register or any transfer of shares on the ground of the transferoralone or jointly with any other person or persons
the Company on any account whatsoever. decline to recognise any instrument of transfer unless—
strument of transfer is in the form as prescribed in rulesunder sub-section (1) of section 56; strument of transfer is accompanied by the certificate of
to which it relates, and such other evidence as themay reasonably require to show the right of the transferor
the transfer; and the instrument of transfer is in respectone class of shares.
transfer of shares in whatever lot shall not be refused.
ompany agrees that when proper documents are lodgedansfer and there are no material defects in theents except minor difference in signature of theror(s),
Company will promptly send to the first transferor an of the aforesaid defect in the documents, and
the transferor that objection, if any, of the transferor by valid proof, is not lodged with the Company
fifteen days of receipt of the Company‘s letter , then thewill be transferred;
objection from the transferor with supporting documents isceived within the stipulated period, the Company shall
the securities provided the Company does not suspect forgery in the matter.
ment oard
utatis the
shall the
pany, facie
Transfer of
shares
until
58 tracts ation
as
of
or feror rsons
rules
of the
feror spect
dged the the
an and
feror pany
the
is
AKI India Limited
33. The Company agreeCompany has not effCompany has failedobjection to the transthe Company shall losses caused during
34. On giving not less section 91 and rulesbe suspended at suchtime to time determinProvided that such thirty days at any aggregate in any year.
35. The provisions of themutatis mutandis appcompany.
36. The Company shallTransfers" and therparticulars of every
37. i. The provisionsanything to thArticles.
a. Thesecuform
b. Opt
Every holder of or the option to receiveDepository. Such a can at any time optrespect of any secuAct, 1996 and the prescribed, issue to Securities.
If a person opts toshall intimate such
c. Sec
• All SecurDepositoryNothing Companiesrespect ofof the bene
d. RigNotwithstanda Depositorypurpose ofCompany on
e. SavasanySec
212
agrees that in respect of transfer of shares where theeffected transfer of shares within 1 month or where the
failed to communicate to the transferee any validtransfer within the stipulated time period of 1 month,
compensate the aggrieved party for the opportunityuring the period of the delay.
than seven days‘ previous notice in accordance withrules made thereunder, the registration of transfers maysuch times and for such periods as the Board may from
ermine. registration shall not be suspended for more than one time or for more than forty-five days in the
year.
these Articles relating to transfer of Shares shall apply to any other securities including debentures of the
shall keep a book to be called the "Register oftherein shall be fairly and distinctly entered the
transfer or transmission of any shares.
isions of this Article shall apply notwithstanding the contrary contained in any other Article of these
The Company shall be entitled to dematerialise itssecurities and to offer securities in a dematerialisedform pursuant to the Depository Act, 1996.
Option for Investors:
subscriber to securities of the Company shall haveeceive security certificates or to hold the securities with a
person who is the beneficial owner of the Securitiesopt out of a Depository, if permitted, by the law, insecurity in the manner provided by the Depositories
Company shall, in the manner and within the time the beneficial owner the required Certificates for the
to hold its Security with a Depository, the Company depository the details of allotment of the Security
Securities in Depository to be in fungible form:-
Securities of the Company held by the ository shall be dematerialised and be in fungible form.
contained in Sections 88, 89, 112 & 186 of the panies Act, 2013 shall apply to a Depository in
of the Securities of the Company held by it on behalfbeneficial owners.
Rights of Depositories & Beneficial Owners:- hstanding anything to the contrary contained in the Actository shall be deemed to be the registered owner for the
of effecting transfer of ownership of Security of theon behalf of the beneficial owner.
Save as otherwise provided in (d) above, the depositoryas the registered owner of the Securities shall not haveany voting rights or any other rights in respect of theSecurities held by it.
the the
valid onth, unity
with may
from
than the
the
of the
Register
of
Transfe
its lised
have a
rities in
tories time
the
pany
behalf
Act the the
itory have
the
Dematerialisati
on of Securities
AKI India Limited
ii. Notwithstanding Securities of the beneficial ownershCompany by meandiscs.
iii. Nothing containedapply to a transtransferee both records of a deposi
iv. Notwithstanding dealt with by athereof to the depo
v. Nothing contained
of having distinctishall apply to Secu
vi. The Company sh
such other placein accordance witCompanies Act of Shares held may be permitted
vii. The Register an
depository underdeemed to be thethis Act. The Com
38. i. On the death member was arepresentativespersons recogniinterest in the sh
ii. Nothing in clauholder from anjointly held by
39. i. Any person becomior insolvency of as may from timesubject as hereinafte
a. to be registe
b. to make sucmember cou
ii. The Board shall, inregistration as it wohad transferred the
213
anything contained in the Act to the contrary, where Company are held in a depository, the records of the
wnership may be served by such depository to the means of electronic mode or by delivery of floppies or
tained in Section 56 of the Companies Act, 2013 shall transfer of Securities effected by a transferor and of whom are entered as beneficial owners in the
depository.
anything contained in the Act, where Securities are a depository, the Company shall intimate the details
depository immediately on allotment of such securities.
tained in the Act or these Articles regarding the necessity istinctive numbers for Securities issued by the Company
Securities held with a Depository.
shall cause to be kept at its Registered Office or at place as may be decided, Register and Index of Members
with Section 88 and other applicable provisions of the 2013 and the Depositories Act, 1996 with the details in physical and dematerialised forms in any media as
itted by law including in any form of electronic media.
and Index of beneficial owners maintained by a under Section 11 of the Depositories Act, 1996, shall be
the Register and Index of Members for the purpose of Company shall have the power to keep in any state or
of a member, the survivor or survivors where the a joint holder, and his nominee or nominees or legal
tives where he was a sole holder, shall be the only ecognised by the Company as having any title to his
shares. clause (i) shall release the estate of a deceased joint
any liability in respect of any share which had been by him with other persons.
ecoming entitled to a share, in consequence of the death a member may, upon such evidence being produced
time to time properly be required by the Board and einafter provided, elect, either— registered himself as holder of the share; or
such transfer of the share as the deceased or insolvent could have made.
in either case, have the same right to decline or suspend would have had, if the deceased or insolvent member
the share before his death or insolvency.
Transmission
of
shares
AKI India Limited
40. i. If the person soholder of the sharnotice in writing si
ii. If the person aftestify his election
iii. All the limitationrelating to the rigshares shall be appas if the death the notice or trans
41. A person becoming insolvency of the holdeadvantages to which hethe share, except that herespect of the share, conferred by membership
Provided that the Boardperson to elect either toif the notice is not thereafter withhold paympayable in respect of been complied with.
42. The provisions of thesemutatis mutandis applyCompany.
No fee shall be chargedsuccession certificate marriage, power of attorn
43. If a member fails to appointed for paymentsuch time as any part ofon him requiring paymentogether with any interest
44. The notice aforesaid shall
i. name a further dayfrom the date ofpayment required
ii. state that, in the evthe shares in respeforfeited.
45. If the requirements of anshare in respect of whthereafter, before the paforfeited by a resolution
46. i. A forfeited share maand in such manner
ii. At any time beforecancel the forfeiture
214
so becoming entitled shall elect to be registered as share himself, he shall deliver or send to the Company a
signed by him stating that he so elects.
aforesaid shall elect to transfer the share, he shall lection by executing a transfer of the share.
itations, restrictions and provisions of these regulations right to transfer and the registration of transfers of
applicable to any such notice or transfer as aforesaid or insolvency of the member had not occurred and
transfer were a transfer signed by that member.
entitled to a share by reason of the death or holder shall be entitled to the same dividends and other
he would be entitled if he were the registered holder of he shall not, before being registered as a member in be entitled in respect of it to exercise any right
ership in relation to meetings of the Company:
Board may, at any time, give notice requiring any such to be registered himself or to transfer the share, and
complied with within ninety days, the Board may payment of all dividends, bonuses or other monies
the share, until the requirements of the notice have
these Articles relating to transmission of shares shall apply to any other securities including debentures of the
harged for requisition of transfer, transmission, probate, and letter of admiration, Certificate of Death or
attorney or similar other documents.
pay any call, or instalment of a call, on the day ment thereof, the Board may, at any time thereafter during
of the call or instalment remains unpaid, serve a notice ayment of so much of the call or instalment as is unpaid, nterest which may have accrued.
shall—
day (not being earlier than the expiry of fourteen days of service of the notice) on or before which the
uired by the notice is to be made; and event of non-payment on or before the day so named,
respect of which the call was made shall be liable to be
any such notice as aforesaid are not complied with, any which the notice has been given may, at any time
payment required by the notice has been made, be lution of the Board to that effect.
may be sold or otherwise disposed of on such terms anner as the Board thinks fit.
before a sale or disposal as aforesaid, the Board may rfeiture on such terms as it thinks fit.
Forfeiture
of
shares
AKI India Limited
47. i. A person whose shain respect of theforfeiture, remain the date of forfeiturrespect of the shares
ii. The liability of sushall have receivedshares.
48. i. A duly verified declmanager or the seCompany has beenshall be conclusivepersons claiming to
ii. The Company mayshare on any saleshares in favour of
iii. The transferee shalliv. The transferee shall
money, if any, noirregularity or invalsale or disposal of
49. The forfeiture of a shareinterest in and all claimthe share and all other
50. Upon any sale after fopowers hereinabove givperson to execute an inspurchaser‘s name to be shares sold and after hisin respect of such shareany person.
51. Upon any sale, re-allotmpreceding articles, the relative shares shall (unbeen previously surrendeand become null and entitled to issue a duplicperson(s) entitled thereto.
52. The Board may, subjectany share from or by anyterms as they think fit.
53. The Provisions of theseof non- payment of anbecomes payable at a of the share or by wayvirtue of a call duly made
54. The provisions of thesemutandis apply to any ot
215
shares have been forfeited shall cease to be a member the forfeited shares, but shall, notwithstanding the
liable to pay to the Company all monies which, at rfeiture, were presently payable by him to the Company in shares.
such person shall cease if and when the Company ceived payment in full of all such monies in respect of the
declaration in writing that the declarant is a director, the secretary, of the Company, and that a share in the
been duly forfeited on a date stated in the declaration, lusive evidence of the facts therein stated as against all
to be entitled to the share; may receive the consideration, if any, given for the
sale or disposal thereof and may execute transfer of the of the person to whom the share is sold or disposed off;
shall thereupon be registered as the holder of the share; and shall not be bound to see to the application of the purchase
nor shall his title to the share be affected by any invalidity in the proceedings in reference to the forfeiture,
the share.
share shall involve extinction at the time of forfeiture, of all claims and demands against the Company, in respect of
rights incidental to the share
forfeiture or for enforcing a lien in exercise of the given, the Board may, if necessary, appoint some instrument for transfer of the shares sold and cause the entered in the register of members in respect of the
his name has been entered in the register of members shares the validity of the sale shall not be impeached by
allotment or other disposal under the provisions of the certificate(s), if any, originally issued in respect of the
(unless the same shall on demand by the company has rrendered to it by the defaulting member) stand cancelled
void and be of no effect, and the Board shall be duplicate certificate(s) in respect of the said shares to the ereto.
bject to the provision of the Act, accept a surrender of any member desirous of surrendering them on such
these regulations as to forfeiture shall apply in the case any sum which, by the terms of issue of a share,
fixed time, whether on account of the nominal value way of premium, as if the same had been payable by
made and notified.
these articles relating to forfeiture of shares shall mutatis other securities including debentures of the Company.
AKI India Limited
55. Neither a judgment in fain respect of any sharesnor the receipt by thefrom time to time be dueshares, either by way ofthe Company in respectthe Company from prohereinafter provided.
56. The Company may, fromshare capital by such may be specified in the
57. Subject to the provisionsresolution,—
i. consolidate andof larger amoun
ii. convert all or reconvert that
iii. sub-divide its examount than is
iv. Cancel any sharehave not been
58. Where shares are convert
i. the holders of the same mannwhich, the sharconversion haveadmit:
Provided that the Boardof stock transferable, sonominal amount of the
ii. the holders of by them, have dividends, votingif they held theprivilege or advprofits of the Coconferred by anshares, have conf
iii. Such of the arti
shares shall appin those regulrespectively.
59. The Company may, by and subject to, any incide
i. its share capital;
ii. any capital redemiii. Any share premi
216
favour of the Company for calls or other moneys due shares nor any part payment or satisfaction there under the Company of a portion of any money which shall
due from any Member to the Company in respect of his of principal or interest, nor any indulgence granted by
spect of the payment of any such money, shall preclude proceeding to enforce forfeiture of such shares as
from time to time, by ordinary resolution increase the sum, to be divided into shares of such amount, as
the resolution.
isions of section 61, the Company may, by ordinary
and divide all or any of its share capital into shares amount than its existing shares;
any of its fully paid-up shares into stock, and stock into fully paid-up shares of any denomination;
existing shares or any of them into shares of smaller is fixed by the memorandum;
shares which, at the date of the passing of the resolution, taken or agreed to be taken by any person.
onverted into stock,—
of stock may transfer the same or any part thereof in manner as, and subject to the same regulations under
shares from which the stock arose might before the have been transferred, or as near thereto as circumstances
Board may, from time to time, fix the minimum amount so, however, that such minimum shall not exceed the
the shares from which the stock arose.
of stock shall, according to the amount of stock held the same rights, privileges and advantages as regards
voting at meetings of the Company, and other matters, as the shares from which the stock arose; but no such advantage (except participation in the dividends and Company and in the assets on winding up) shall be an amount of stock which would not, if existing in
conferred that privilege or advantage.
articles of the Company as are applicable to paid-up apply to stock and the words ―share and ―shareholder
regulations shall include ―stock and ―stock-holder
special resolution, reduce in any manner and with, incident authorised and consent required by law,—
apital;
redemption reserve account; or premium account.
Initial payment
not to preclude
forfeiture
Alteration
of
capital
Conversion
of Shares into
Stock
Reduction
of
Capital
AKI India Limited
60. Except in so far as otherArticles any capital raisepart of the existing capcontained with referencelien, surrender, transfer
61. The Company may issuethe provisions of the Acwith respect to any sharsigned by the person by such evidence (if anythe warrant and such feea share warrant.
The bearer of a share office of the Companydepositor shall have themeeting of the Companother privileges of a medays from the time of depmembers as the holder
Not more than one person
The Company shall, on warrants to the depositor
Subject herein otherwisea share warrant, sign aattend or vote or exerci
The bearer of share warraprivileges and advantagethe holders of shares inclCompany.
The Board may from timshall think fit) a new renewal in case of defa
217
otherwise provided by the conditions of issue or by these raised by creation of new shares, shall be considered as capital and shall be subject to the provisions herein
erence to the payment of calls and installments, forfeiture, and transmission, voting and otherwise.
issue share warrants subject to, and in accordance with, Act, and accordingly the Board may in its discretion,
share which is fully paid-up, on application in writing registered as holder of the share, and authenticated any) of the share and the amount of the stamp duty on fee as the Board may from time to time require, issue of
warrant may at any time, deposit the warrant in the pany and so long as the warrant remains so deposited, the
the same right of signing a requisition for calling a ompany, and of attending and voting and exercising the
member at any meeting held after the expiry of two deposit, as if his name were inserted in the register of
older of the shares including in the deposited warrants.
person shall be recognized as depositor of the share warrant.
on two days written notice, return the deposited share ositor.
erwise expressly provided, no person shall, as bearer of a requisition for calling a member of the Company or
exercise any other privilege of a member at a meeting of
warrant shall be entitled in all other respects to the same antages as if he were named in the register of members as
included in the warrant, and he shall be a member of the
time to time, make rules as to the terms on which (if it share warrant of coupon may be issued by way of
defacement, loss or destruction.
New Capital
same as
Existing capital
Share Warrants
AKI India Limited
62. i. The Company in the Board, resolve
a. that it is detime beingreserve accaccount, or
b. that such manner spehave been in the same
ii. The sum aforesaid
subject to the prova. paying up
held by sucb. paying up
allotted andto and amon
c. partly in thespecified in
d. A securitiesaccount maythe payingthe Compan
e. The BoardCompany 63. i. Whenever such a
the Board shall—a. make all
profits resand issues
b. generally
ii. The Board shall haa. to make
certificatesfit, for theand
b. to authorisentitled providingfully paidentitled upfor the paapplicationresolved amounts
218
general meeting may, upon the recommendation of esolve—
desirable to capitalise any part of the amount for the being standing to the credit of any of the Company‘s
accounts, or to the credit of the profit and loss or otherwise available for distribution; and sum be accordingly set free for distribution in the
specified in clause (ii) amongst the members who would entitled thereto, if distributed by way of dividend and
same proportions.
resaid shall not be paid in cash but shall be applied, provision contained in clause (iii), either in or towards—
any amounts for the time being unpaid on any shares such members respectively; up in full, unissued shares of the Company to be and distributed, credited as fully paid-up bonus shares,
amongst such members in the proportions aforesaid;
the way specified in sub-clause (a) and partly in that in sub-clause (b);
urities premium account and a capital redemption reserve may, for the purposes of this regulation, be applied in
ying up of unissued shares to be issued to members of ompany as fully paid bonus shares;
oard shall give effect to the resolution passed by the in pursuance of this -regulation.
a resolution as aforesaid shall have been passed,
— all appropriations and applications of the undivided
resolved to be capitalised thereby, and all allotments issues of fully paid shares if any; and
rally to do all acts and things required to give effect thereto.
have power— make such provisions, by the issue of fractional ficates or by payment in cash or otherwise as it thinks
the case of shares becoming distributable infractions;
thorise any person to enter, on behalf of all the members thereto, into an agreement with the Company
iding for the allotment to them respectively, credited as paid-up, of any further shares to which they may be
upon such capitalisation, or as the case may require, payment by the Company on their behalf, by the
ication thereto of their respective proportions of profits to be capitalised, of the amount or any part of the remaining unpaid on their existing shares;
AKI India Limited
iii. Capital paid-up individend or to par
64. Notwithstanding anythinprovisions of sections or any other law for theits own shares or other
65. All General Meetings othordinary general meeting
66. i. The Board may,meeting.
ii. The General meconvened by section 101 offit may convenMeeting of thethan three daysby not less thanat such meeting
iii. If at any time dir
to form a quormembers of meeting in thewhich such a
67. i. No business shallquorum of membeto business.
ii. i. Unless the num
than one thouquorum for a
ii. In any other
a) fifteenmembethousa
b) thirtymembethousa
68. The chairperson, if any,general meeting of the
69. If there is no such Chairafter the time appointedchairperson of the meemembers to be Chairperso
70. If at any meeting no direis present within fifteenmeeting, the membersChairperson of the meetin
219
in advance of calls shall not confer a right to participate in profits.
nything contained in these articles but subject to the 68 to 70 and any other applicable provision of the Act
the time being in force, the Company may purchase other specified securities.
other than annual general meeting shall be called extra-eetings.
may, whenever it thinks fit, call an extraordinary general
meeting including Annual general meeting shall be giving notice of clear 21 days in advance as per of Companies Act 2013. The directors if they think
convene a General Meeting including Annual General the company by giving a notice thereof being not less
days if consent is given in writing or by electronic mode than ninety-five percent of the members entitled to vote
eeting.
directors capable of acting who are sufficient in number quorum are not within India, any director or any two
the Company may call an extraordinary general the same manner, as nearly as possible, as that in
meeting may be called by the Board.
shall be transacted at any general meeting unless a embers is present at the time when the meeting proceeds
number of members as on date of meeting are not more thousand, five members personally present shall be the
a general meeting of the Company.
ther case, the quorum shall be decided as under:
fifteen members personally present if the number of members as on the date of meeting is more than one thousand but up to five thousand; thirty members personally present if the number of members as on the date of the meeting exceeds five thousand;
any, of the Board shall preside as Chairperson at every
Company.
Chairperson, or if he is not present within fifteen minutes ointed for holding the meeting, or is unwilling to act as
meeting, the directors present shall elect one of their irperson of the meeting.
director is willing to act as Chairperson or if no director fifteen minutes after the time appointed for holding the bers present shall choose one of their members to be meeting.
Buy-back of
shares
General Meeting
Proceedings at
AKI India Limited
71. The Chairman of any every vote tendered at poll shall be the sole judg
72. A declaration by theCompanies Act, 2013 been carried, either unanto that effect in the booCompany, shall be concnumber or proportionresolution.
73. i. Before or on the declof a show of hands,of the meeting of hishim on a demand present in person orwhich confer a powertenth of the total votinaggregate sum of not
ii. The demand for a popersons who made the
74. i. A poll demanded on ii. A poll demanded on
election of a Chairmashall be taken at suchthe time when the dem
75. i. The Chairpersoquorum is preadjourn the me
ii. No business than the businadjournment to
iii. When a meetingadjourned meetmeeting.
iv. Save as aforesashall not be neof the business
76. Subject to any rights oror classes of shares,—
i. on a show of handvote; and
ii. on a poll, the votishare in the paid
77. A member may exerciseaccordance with section
78. i. In the case of joinwhether in persoof the votes of
ii. For this purpose,the names stand
220
meeting shall be the sole judge of the validity of such meeting. The Chairman present at the taking of a
judge of the validity of every vote tendered at such poll.
the Chairman in pursuance of Section 107 of the that on a show of hands, a resolution has or has not
unanimously or by a particular majority, and an entry books containing the minutes of the proceedings of the
conclusive evidence of the fact, without proof of the rtion of the votes cast in favour of or against such
declaration of the result of the voting on any resolution ands, a poll may be ordered to be taken by the Chairman
his own motion and shall be ordered to be taken by made in that behalf by any member or members or by proxy and holding shares in the Company
power to vote on the resolution not being less than one-voting power in respect of the resolution or on which an not less than five Lac rupees has been paid up.
poll may be withdrawn at any time by the person or the demand.
a question of adjournment shall be taken forthwith. any other question (not being a question relating to the
hairman which is provided for in Section 104 of the Act) such time not being later than 48 (forty eight) hours from demand was made, as the Chairman may direct.
rperson may, with the consent of any meeting at which a present, and shall, if so directed by the meeting, meeting from time to time and from place to place. shall be transacted at any adjourned meeting other
business left unfinished at the meeting from which the took place.
eeting is adjourned for thirty days or more, notice of the meeting shall be given as in the case of an original
foresaid, and as provided in section 103 of the Act, it necessary to give any notice of an adjournment or
siness to be transacted at an adjourned meeting.
or restrictions for the time being attached to any class
hands, every member present in person shall have one
voting rights of members shall be in proportion to his paid-up equity share capital of the Company.
ercise his vote at a meeting by electronic means in ction 108 and shall vote only once.
joint holders, the vote of the senior who tenders a vote, person or by proxy, shall be accepted to the exclusion
the other joint holders.
rpose, seniority shall be determined by the order in which stand in the register of members.
Demand for
pol
l
Time of taking
poll
Adjournme
nt meeting
of
Voting rights
AKI India Limited
79. A member of unsoundmade by any court havishow of hands or on aany such committee or
80. Subject to the provisionsany person entitled undeany general meeting in such shares, provided thaholding the meeting orproposes to vote, he shaunless the Directors shalmeeting in respect thereof
81. Any business other thanpreceded with, pending
82. No member shall be entior other sums presentlyhave been paid.
83. i. No objection shall the meeting or adjoor tendered, and valid for all purpose
ii. Any such objectioChairperson of conclusive
84. No member shall exerregistered in his name by him have not been paany right of lien.
85. In the case of an equapoll, the Chairman of theat which the polls is demto his own vote or votes
86. A body corporate (whethif it is a member or Company may in accorCompanies Act, 2013 auof Directors as it thinksthe Company or of anmeeting of creditors of th
87. The Company shall comCompanies Act, 2013,
88. The Company shall comrelating to resolution req
89. The provisions of Sectiresolutions passed at holders of any class ofof the Company and thehaving been passed onshall not be deemed to
221
ound mind, or in respect of whom an order has been having jurisdiction in lunacy, may vote, whether on a
a poll, by his committee or other legal guardian, and guardian may, on a poll, vote by proxy.
visions of the Act and other provisions of these Articles, under the transmission clause to any shares may vote at
respect thereof as if he was the registered holder of that at least 48 (forty eight) hours before the time of
or adjourned meeting as the case may be at which he shall satisfy the Directors of his right to such shares
shall have previously admitted his right to vote at such thereof.
than that upon which a poll has been demanded may be ding the taking of the poll.
entitled to vote at any general meeting unless all calls ently payable by him in respect of shares in the Company
shall be raised to the qualification of any voter except at adjourned meeting at which the vote objected to is given
every vote not disallowed at such meeting shall be urposes. jection made in due time shall be referred to the
the meeting, whose decision shall be final and
exercise any voting right in respect of any shares on which any calls or other sums presently payable paid, or in regard to which the Company has exercised
equality of votes, whether on a show of hands or on a the meeting at which the show of hands takes place or
demanded shall be entitled to a casting vote in addition votes to which he may be entitled as a member.
(whether a Company within the meaning of the Act or not) creditor (including a holder of debentures) of the
accordance with the provisions of Section 113 of the authorise such person by a resolution of its Board
thinks fit, to act as its representative at any meeting of any class of members of the Company or at any the Company.
comply with provisions of Section 111 of the relating to circulation of member's resolution.
comply with provisions of Section 115 of the Act requiring special notice.
Section 116 of Companies Act, 2013 shall apply to an adjourned meeting of the Company, or of the of shares in the Company and of the Board of Directors the resolutions shall be deemed for all purposes as on the date on which in fact they were passed and have been passed on any earlier date.
Casting Vote
Representation
of Body
Corporate
Circulation
of
member's
Resolution
requiring
special notice
Resolutions
passed at
adjourned
meeting
AKI India Limited
90. The Company shall com179 of the Companiesand agreements.
91. i. The Company shmeetings, and ofDirectors or of evwithin thirty daysentries thereof consecutively numb
ii. Each page of everypage of the recorshall be dated and
A. In thea CommeetinIn themeetinaforesaor inaDirecto
B. In noattacheotherw
C. The mcorrec
D. All apaforesa
E. In the Comm
a. th
b. inthno
iii. Nothing contain
require the incluthe opinion of
a. is orperso
b. is irre
c. in de
iv. The Chairman inclusion or nogrounds specifie92. The minutes of meetings
118 of the Companies Arecorded therein.
93. No document purportingmeeting of the Companythe Company unless it into be contained in the Mi
222
comply with the provisions of Section 117 and nies Act, 2013 relating to registration of certain resolutions
shall cause minutes of all proceedings of general of all proceedings of every meeting of its Board of
every Committee of the Board to be kept by making days of the conclusion of every such meeting concerned,
in books kept for the purpose with their pages numbered. every such book shall be initialled or signed and the last record of proceedings of each meeting in such books
and signed : the case of minutes of proceedings of the Board or of Committee thereof by the Chairman of the said
meeting or the Chairman of the next succeeding meeting. the case of minutes of proceedings of the general
meeting by Chairman of the said meeting within the aforesaid period, of thirty days or in the event of the death
inability of that Chairman within that period, by a Director duly authorised by the Board for the purpose.
no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid by pasting or otherwise.
The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.
All appointments of officers made at any of the meetings aforesaid shall be included in the minutes of the meeting.
In the case of a meeting of the Board of Directors or of a Committee of the Board, the minutes shall also contain:
the names of the Directors present at the meetings, and
in the case of each resolution passed at the meeting, the names of the Directors, if any dissenting from or not concurring in the resolution.
ontained in Clauses (a) to (d) hereof shall be deemed to inclusion in any such minutes of any matter which in of the Chairman of the meeting: or could reasonably be regarded, as defamatory of any
person irrelevant or immaterial to the proceedings; or
detrimental to the interests of the Company.
shall exercise an absolute discretion in regard to the non-inclusion of any matter in the minutes on the
pecified in this clause.
etings kept in accordance with the provisions of Section Act, 2013 shall be evidence of the proceedings
orting to be a report of the proceedings of any general mpany shall be circulated or advertised at the expenses of
includes the matters required by Section 118 of the Act Minutes of the proceedings of such meeting.
Registration
of
resolutions
and
Minutes of
proceedings of
general
meeting and of
Board and
other meetings
Minutes to be
considered to
be evidence
Publication of
reports of
proceeding of
general
meetings
AKI India Limited
94. The instrument appointauthority, if any, underpower or authority, shCompany not less thanadjourned meeting at whvote, or, in the case of afor the taking of the polltreated as valid.
95. An instrument appointingrules made under section
96. A vote given in accordabe valid, notwithstandinthe revocation of the proexecuted, or the transfer
Provided that no intimatitransfer shall have beencommencement of the used.
97. . The first directors of the
1. Mr. Asad Kamal Iraqi2. Mr. Ashraf Kamal Iraq
3. Mr. Anwar Kamal Iraq
98. The Directors need not ho
99. Appointment of Seniorprovisions of the Act Articles for the numberany persons as a Wholand upon such terms anExecutive so appointed He shall be liable to reteligible for re-appointmconstitute a break in hisreckoned as Director forDirectors to retire by Company on the happenAct. Subject to what isall such duties and respoupon or entrusted to shall exercise such powconditions and / or stipulmay, from time to time de
223
ppointing a proxy and the power-of-attorney or other under which it is signed or a notarised copy of that
shall be deposited at the registered office of the than 48 hours before the time for holding the meeting or
which the person named in the instrument proposes to a poll, not less than 24 hours before the time appointed
poll; and in default the instrument of proxy shall not be
ointing a proxy shall be in the form as prescribed in the ection 105.
ccordance with the terms of an instrument of proxy shall tanding the previous death or insanity of the principal or
proxy or of the authority under which the proxy was ansfer of the shares in respect of which the proxy is given:
ntimation in writing of such death, insanity, revocation or been received by the Company at its office before the
meeting or adjourned meeting at which the proxy is
the Company shall be:
Iraqi Iraqi
Iraqi
hold any ―Qualification Share(s).
nior Executive as a Whole Time Director Subject to the and within the overall limit prescribed under these
ber of Directors on the Board, the Board may appoint Whole Time Director of the Company for such a period
and conditions as the Board may decide. The Senior shall be governed by the following provisions: retire by rotation as provided in the Act but shall be
pointment. His re-appointment as a Director shall not his appointment as Whole Time Director. He shall be
for the purpose of determining and fixing the number of rotation. He shall cease to be a Director of the
happening of any event specified in Section 164 of the is stated herein above, he shall carry out and perform
responsibilities as may, from time to time, be conferred him by Managing Director(s) and / or the Board,
powers and authorities subject to such restrictions and stipulations as the Managing Director(s) and /or the Board
determine.
Proxy
Board of
Directors
AKI India Limited
Nothing contained in thiright of the Board to revpowers, authorities, dutieentrusted to such whole
i. The remunerationmonthly paymen
ii. In addition to theAct, the directoexpenses properly
a. in attendinDirectorscompany;
b. in connect
100. The Board may pay all excompany.
101. The company may exercregard to the keeping ofthe provisions of that thinks fit respecting the
102. All cheques, promissorynegotiable instruments,shall be signed, drawn,case may be, by such time to time by resolution
103. Every director present atshall sign his name in a
104. i. Subject to the provisany time, and fromdirector, provided thtogether shall not the Board by the Arti
ii. Such person shall general meeting of the Company as a Act.
105. Not less than two-thirdsexcluding the Independepersons whose period Directors by rotation anand these Articles be app
106. The remaining Directorsprovisions of the Act.
107. At the Annual Generalthe time being as are three or a multiple of thoffice.
224
this Article shall be deemed to restrict or prevent the revoke, withdraw, alter, vary or modify all or any such
duties and responsibilities conferred upon or vested in or hole time directors.
eration of the directors shall, in so far as it consists of a yment, be deemed to accrue from day-to-day.
the remuneration payable to them in pursuance of the directors -may be paid all travelling, hotel and other roperly incurred by them— ttending and returning from meetings of the Board of ectors or any committee thereof or general meetings of the pany; or
onnection with the business of the company
expenses incurred in getting up and registering the
exercise the powers conferred on it by section 88 with of a foreign register; and the Board may (subject to section) make and vary such regulations as it may
the keeping of any such register.
issory notes, drafts, hundis, bills of exchange and other ents, and all receipts for monies paid to the company, rawn, accepted, endorsed, or otherwise executed, as the
person and in such manner as the Board shall from olution determine.
at any meeting of the Board or of a committee thereof a book to be kept for that purpose.
provisions of section 149, the Board shall have power at from time to time, to appoint a person as an additional
the number of the directors and additional directors at any time exceed the maximum strength fixed for
Articles. hold office only up to the date of the next annual
of the Company but shall be eligible for appointment by director at that meeting subject to the provisions of the
thirds of the total number of Directors of the Company, pendent directors if any appointed by the Board, shall be
of office is liable to determination by retirement of and save as otherwise expressly provided in the Act
appointed by the Company in General Meeting.
ectors shall be appointed in accordance with the
neral Meeting in each year one-third of the Directors for liable to retire by rotation or, if their number is not three, the number nearest to one-third shall retire from
Retirement
and Rotation
of Directors
AKI India Limited
108. Subject to the provisionretire by rotation undeMeeting shall be those appointment, but as betwthose who are to retireamong themselves, be Act, a retiring Directormeeting at which his reap
109. Subject to the provisionsshall be eligible for reapp
110. Subject to the provisionAnnual General Meetingmay fill up the vacatedperson thereto.
111. Notwithstanding anythinas any moneys remainCorporation or Credit Body out of any loan(hereinafter in this Artichold debentures or sharby direct subscription orCompany arising out ofof the Company remainsappoint from time toDirectors wholetime orhereinafter referred toCompany and to remoappointed and to appoint
112. The terms and conditiongoverned by the agreemconsent with such CorNominee Director/s shalthe Company. Also Director/s shall not be
113. The Nominee Directorslong as any moneyonlCompany to the CorporaDebentures in the Compplacement or the liabilitoutstanding and the Nompower shall ipso facto vathe Company to the Corto hold debentures/sharliability of the CompaCorporation.
225
visions of the Act and these Articles the Directors to under the foregoing Article at every Annual General
who have been longest in the office since their last between persons who became Directors on the same day,
retire shall, in default of and subject to any agreement determined by lot. Subject to the provision of the
irector shall retain office until the dissolution of the reappointment is decided or successor is appointed.
isions of the Act and these Articles, the retiring Director reappointment.
vision of the Act and these Articles, the Company, at the eeting at which a Director retires in the manner aforesaid cated office by electing the retiring Director or some other
nything to the contrary contained in these Articles, so long emain owing by the Company to any of the Finance
Corporation or to any other Finance Company or loans granted by them to the Company or Body
Article referred to as ―the Corporationǁ) continue to shares in the Company as a result of underwriting or
or private placement, or so long as any liability of the of any guarantee furnished by the Corporation on behalf
emains outstanding, the Corporation shall have a right to to time, any person or persons as a Director or or non- wholetime (which Director or Directors is/are to as ―Nominee Director/sǁ) on the Board of the
remove from such office any person or persons so point any person or persons in his or their places.
ditions of appointment of a Nominee Director/s shall be greement that may be entered into or agreed with mutual
Corporation. At the option of the Corporation such shall not be required to hold any share qualification in at the option of the Corporation such Nominee liable to retirement by rotation of Directors.
ectors so appointed shall hold the said office only so neyonly so long as any moneys remain owing by the orporation or so long as the Corporation holds Shares or Company as a result of direct subscription or private
iability of the Company arising out of any Guarantee is Nominee Director/s so appointed in exercise of the said
vacate such office immediately, if the moneys owing by Corporation is paid off or on the Corporation ceasing
s/shares in the Company or on the satisfaction of the ompany arising out of any Guarantee furnished by the
AKI India Limited
114. The Nominee Directorsreceive all notices of andthe Meetings of the Comembers as also the mibe entitled to receive allto the Nominee DirectoDirectors of the Compamonies or remunerationCompany, the fees, commNominee Directors shaaccordingly be paid byexpenses that may be Directors in connectionpaid or reimbursed by theto such Nominee Director
115. Provided also that in thas Wholetime Directorsand duties as may be shall be entitled to receivas may be approved by th
116. The Company may (subprovisions and these Artperiod of office after giv
117. Special notice as providremove a Director undeplace of a Director so re
118. On receipt of the noticeArticle, the Company concerned and the Direcshall be entitled to be hea
119. Where notice is given ofand the Director concerwriting to the CompanyCompany, the Company
(a) in any noticestate the fact
send a copy of the reprwhom the notice of the mrepresentation by the Comas aforesaid due to insudirector may without prejurepresentation shall be read
Provided that copy ofrepresentation need noteither of the company the Tribunal is satisfiedbeing abused to secureTribunal may order thewhole or in part by the di
226
ectors appointed under this Article shall be entitled to and attend all General Meetings, Board Meetings and/or Committee of which the Nominee Director/s is/are minutes of such meetings. The Corporation shall also all such notices and minutes. The Company shall pay
irector/s sitting fees and expenses to which the other ompany are entitled, but if any other fees, commission
ration in any form is payable to the Directors of the commission, monies and remuneration in relation to such
shall accrue to the Corporation and same shall by the Company directly to the Corporation. Any incurred by the Corporation or by such Nominee
ction with their appointment or Directorship shall also be the Company to the Corporation or as the case may be
irectors.
the event of the Nominee Directors being appointed ectors such Nominee Directors shall exercise such powers
approved by the Lenders. Such Nominee Director/s receive such remuneration, fees, commission and moneys
the Lenders.
(subject to the provisions of Act and other applicable Articles) remove any Director before the expiry of his giving him a reasonable opportunity of being heard.
provided in the Act shall be given of any resolution to under this Article or to appoint some other person in
removed at the meeting at which he is removed.
notice of a resolution to remove a Director under this shall forthwith send a copy thereof to the Director
Director (whether or not he is a member of the Company) heard on the resolution at the meeting.
of a resolution to remove a Director under this Article concerned makes with respect thereto representations in mpany and requests its notification to members of the
pany shall, if the time permits it to do so-,
otice of the resolution given to members of the Company of the representations having been made, and
representations to every member of the Company to meeting is sent ( whether before or after the receipt of
Company) and if a copy of the representation is not sent insufficient time or for the company‘s default, the
prejudice to his right to be heard orally require that the read out at the meeting: of the representation need not be sent out and the not be read out at the meeting if, on the application or of any other person who claims to be aggrieved,
tisfied that the rights conferred by this sub-section are ecure needless publicity for defamatory matter; and the
the company‘s costs on the application to be paid in director notwithstanding that he is not a party to it.
Nominee Director
AKI India Limited
120. A vacancy created by had been appointed by filled by the appointmenwhich he is removed, has been given as prescr
121. A director so appointedpredecessor would have
122. If the vacancy is not filledvacancy in accordance
Provided that the directorreappointed as a director
123. Nothing in this section sha) as depriving
compensation termination ofcontact or termappointment term
b) as derogating provisions of thi
124. Subject to provisions whole time Directorsremuneration as may bein recognition of the serv
In addition to the remunepaid all travelling, hotel
a. In attendingDirectors andcompany and
b. In connection
125. Each Director shall be by way of sitting fees1,00,000/-( Rupees Onetime for every meetingthereof attended by himany Director being willintime or part time or beany special exertions Section 196, 197 & 19remunerate such Directoror otherwise and suchsubstitution for any other
227
the removal of a director under this article, if he the company in general meeting or by the Board, be
intment of another director in his place at the meeting at provided special notice of the intended appointment
prescribed in the Act.
inted shall hold office till the date up to which his have held office if he had not been removed.
filled under clause (5) above , it may be filled as a casual with the provisions of this Act:
irector who was removed from office shall not be irector by the Board of Directors.
shall be taken- a person removed under this section of any or damages payable to him in respect of the
of his appointment as director as per the terms of terms of his appointment as director, or of any other terminating with that as director; or
from any power to remove a director under other this Act.
of the Act, the Directors including Managing or ctors shall be entitled to and shall be paid such
be fixed by the Board of Directors from time to time services rendered by them for the company.
emuneration payable to the Directors as above, they may be hotel and other expenses incurred by them.
ding and returning from meetings of the Board of and committee thereof, all General Meetings of the
and any of their adjourned sittings, or
ction with the business of the Company.
entitled to be paid out of the funds of the Company fees for his services not exceeding the sum of Rs.
One Lac) as may be fixed by Directors from time to eeting of the Board of Directors and/ or committee
him in addition to any remuneration paid to them. If willing is appointed to an executive office either whole
be called upon to perform extra services or to make for the purpose of the Company then subject to 198, read with Schedule V of the Act, the Board may
irectors either by a fixed sum or by a percentage of profit such remuneration may be either in addition to or in other remuneration to which he may be entitled to.
Removal
of
Directo
rs
Remuneration
and sitting fees
to Directors
including
Managing and
whole time
Directors
AKI India Limited
126. i. Without derogatingunder these Articlebehalf of the Comresolutions passed
a. The powerunpaid on
b. The Power68 of the
c. Power to issoutside India
d. The power
e. The powerf. Power to Gr
respect of g. Power to app
h. Power to divi. Power to app
j. Power to substantial
k. Powers to l. Powers to
m. Powers to level below
n. Powers to o. Powers to
interest andPowers to than trade the paid upCompany;
q. Powers to matters;
r. Powers to deposit;
s. Powers to statements
Provided that the Boadelegate to any CommManager or any other branch office of the Compowers specified in subclauses (ii), (iii) and (ivprescribe.
ii. Every resolution declause (i) shall speup to which money
iii. Every resolution de
clause (i) shall specCompany may bebe made by the dele
228
gating from the powers vested in the Board of Directors rticles, the Board shall exercise the following powers on Company and they shall do so only by means of
ssed at meetings of the Board.
ower to make calls on shareholders in respect of money their shares;
ower to authorize buy-back of securities under Section Act.
issue securities, including debenture, whether in or India
ower to borrow moneys
ower to invest the funds of the Company, Grant loans or give guarantee or provide security in loans approve financial statements and the Board‘s Report
diversify the business of the Company approve amalgamation, merger or reconstruction
take over a Company or acquire a controlling or ntial stake in another Company
make political contributions; appoint or remove key managerial personnel (KMP);
take note of appointment(s) or removal(s) of one below the Key Management Personnel;
appoint internal auditors and secretarial auditor; to take note of the disclosure of director‘s and shareholding; buy, sell investments held by the Company (other
rade investments), constituting five percent or more of up share capital and free reserves of the investee invite or accept or renew public deposits and related
review or change the terms and conditions of public
approve quarterly, half yearly and annual financial ents or financial results as the case may be.
Board may by resolution passed at the meeting, Committee of Directors, the Managing Director, the
principal officer of the Company or in the case of a Company, a principal officer of the branch office, the sub-clauses (d), (e) and (f) to the extent specified in (iv) respectively on such condition as the Board may
delegating the power referred to in sub-clause (d) of specify the total amount outstanding at any one time
oneys may be borrowed by the delegate.
delegating the power referred to in sub-clause (e) of specify the total amount up to which the funds of the be invested and the nature of the investments which may delegate.
Powers and
duties of
Directors:
Certain
powers to be
exercised by
the Board only
at
meeting.
AKI India Limited
iv. Every resolution de
clause (i) shall spemade by the delegaand the maximumsuch purpose in indi
v. Nothing in this A
Company in generathe exercise by Article.
127. i. The Board of Dirconsent of the Co
a) sell, leasubstantiCompanundertaksuch und
b) remit, or Director
c) invest, compensamalgam
d) borrowwith thefrom thbankersaggregatfree resespecific
e) contribuof whichaverageimmedia
ii. Nothing containeda) the title
lease ofclause caution,
b) the selliwhere comprise
iii. Any resolution such as is referreconditions to theincluding conditiosale proceeds whthis clause shallany reduction incontained in that
iv. No debt incurredsub-clause (d) ofthe lender proveswithout knowledgexceeded.
229
delegating the power referred to in sub-clause (f) of specify the total amount up to which loans may be
delegates, the purposes for which the loans may be made imum amount up to which loans may be made for each
individual cases.
Article shall be deemed to affect the right of the general meeting to impose restrictions and conditions on
the Board of any of the powers referred to in this
Directors of the Company shall not except with the Company in general meeting : lease or otherwise dispose of the whole, or
bstantially the whole, of the undertaking of the mpany, or where the Company owns more than one dertaking of the whole or substantially the whole of any
undertaking; or give time for the repayment of any debt, due by a
irector;
otherwise than in trust securities, the amount of mpensation received by it as a result of any merger or algamation;
rrow moneys, where the money to be borrowed, together the moneys already borrowed by the Company (apart the temporary loans obtained from the Company's
nkers in the ordinary course of business) will exceed the gregate of the paid-up capital of the Company and its
reserves that is to say, reserves not set apart for any ecific purpose; or
ntribute to bona fide charitable and other funds, aggregate which ill in any financial year, exceed five percent of its erage net profits during the three financial years, mediately proceedings. tained in sub-clause (a) above shall affect:
title of a buyer or other person who buys or takes a of any such undertaking as is referred to in that sub- in good faith and after exercising due care and
ution, or selling or leasing of any property of the Company
the ordinary business of the Company consists of, or mprises such selling or leasing.
passed by the Company permitting any transaction referred to in sub-clause (i) (a) above, may attach such
the permission as may be specified in the resolution, onditions regarding the use, disposal or investment of the
which may result from the transaction. Provided that shall not be deemed to authorise the Company to effect
in its capital except in accordance with the provisions that behalf in the Act. urred by the Company in excess of the limit imposed by
of clause (i) above, shall be valid or effectual, unless proves that he advanced the loan in good faith and wledge that the limit imposed by that clause had been
Restriction on
powers of Board
AKI India Limited
128. Due regard and complianby or in the Explanatio2013 and in regard tocontained in Section 182
129. Subject to the provisionsCompany shall be vestedsuch powers and do allMemorandum of Assocand not hereby or by exercised or done bynevertheless to the proMemorandum of Assocnot being inconsistentArticles or the Act, frommeeting provided that noDirectors which would
130. Without prejudice to ththe other powers conferrany or all of those poweArticles, it is hereby following powers:
i. to pay and ch
interest lawfull76 correspondin
ii. to purchase orpremises, hereroyalties, bountcarrying on carry on, at orsuch terms andpurchase or acqor may be advi
iii. to purchase, or
otherwise acquor without builIndia, at suchconditions as lease or otherbelieve or may
iv. to pay for any
rendered to thin shares, bondthe Company,paid up or withagreed upon; other securitiespart of the prop
230
mpliance shall be observed in regard to matters dealt with anation contained in Section 180 of the Companies Act,
to the limitations on the power of the Company 182 of the Companies Act, 2013.
isions of the Act, the management of the business of the vested in the Directors and the Directors may exercise all
all such acts and things as the Company is by the Association or otherwise authorised to exercise and do
the statue or otherwise directed or required to be by the Company in General Meeting, but subject provisions of the Act and other Act and of the
Association and these Articles and to any regulations, istent with the Memorandum of Association and these
from time to time made by the Company in general no such regulation shall invalidate any prior act of the have been valid if such regulation had not been made.
the general powers conferred by Article above and onferred by these presents and so as not in any way to limit powers and subject to the provisions of the Act and these
expressly declared that the Directors shall have the
charge to the capital account of the Company and awfully payable thereon under the provisions of Sections ponding to Section 40 of the Companies Act, 2013;
or otherwise acquire any lands, buildings, machinery, hereditaments, property effects, assets, rights, credits,
bounties and goodwill of any person, firm or Company the business which this Company is authorised to
or for such price or consideration and generally on and conditions as they may think fit; and in any such acquisition to accept such title as the Board may believe
advised to be reasonable satisfactory;
or take on lease for any term or terms of years, or acquire any mills or factories or any land or lands, with buildings and outhouses thereon, situate in any part of
such price or rent and under and subject to such terms and the Directors may think fit; and in any such purchase,
ther acquisition to accept such title as the Directors may may be advised to be reasonably satisfactory;
any property, rights or privileges acquired by or services the Company, either wholly or partially, in cash or
bonds, debentures, debenture stock or other securities of any, and any such shares may be issued either as fully with such amount credited as paid up thereon as may be
and any such bonds, debentures, debenture stock or urities may be either specifically charged upon all or any
property of the Company and its uncalled capital or not
General powers
of the
Compa
ny vested in
Directors
AKI India Limited
v. To erect, cons
rebuilt or recoor other structuthe CompanyCompany;
vi. To let, mortga
the provisionsproperty of thesuch manner anthey think fit acash or otherwi
vii. To insure and
otherwise, for proper, all or aproduce and oseparately or cgoods, produceby the Companpolicies of assu
viii. Subject to Secti
with any bank oand to pay monto time as the D
ix. To secure the
into by the Coproperties of thor in such other
x. To attach to an
contract with ofor services renthe provisions ofit;
xi. To accept from
be agreed, a susubject to the
xii. To appoint any
accept and holdthe Company to execute andin relation to of such trustee
xiii. To institute,
231
construct, enlarge, improve, alter, maintain, pull down reconstruct any buildings, factories, offices, workshops
structures, necessary or convenient for the purposes of pany and to acquire lands for the purposes of the
ortgage, charge, sell or otherwise dispose of subject to isions of Section 180 of the Companies Act, 2013 any of the Company either absolutely or conditionally and in ner and upon such terms and conditions in all respects as
k fit and to accept payment or satisfaction for the same in therwise, as they may think fit;
e and keep insured against loss or damage by fire or , for such period and to such extent as they may think ll or any part of the building, machinery, goods, stores, and other moveable property of the Company either
y or co-jointly; also to insure all or any portion of the oduce, machinery and other articles imported or exported ompany and to sell, assign, surrender or discontinue any f assurance effected in pursuance of this power;
Section 179 of the Companies Act, 2013 to open accounts bank or bankers or with any Company, firm, or individual y money into and draw money from any account from time the Directors may think fit;
e the fulfilment of any contracts or engagements entered he Company by mortgage or charge of all or any of the s of the Company and its unpaid capital for the time being other manner as they may think fit;
to any shares to be issued as the consideration for any with or property acquired by the Company, or in payment
rendered to the Company, such conditions, subject to sions of the Act, as to the transfer thereof as they may think
t from any member on such terms and conditions as shall d, a surrender of his shares or stock or any part thereof
provisions of the Act;
any person or persons (whether incorporated or not) to hold in trust for the Company any property belonging to
or in which it is interested or for other purposes and and do all such deeds and things as may be requisite
any such trusts and to provide for the remuneration ustee or trustees;
conduct, defend, compound or abandon any legal
Specific
powers given
to Directors
AKI India Limited
xiv. Subject to the2013 to investnot immediateShares, securiCompany) andto time to vary
xv. Subject to such
Articles, to givthe Company,either by wayotherwise or such interest, part of the work
xvi. To provide for
Company andconnections ofbuilding of houpensions, allowand from timeand other funsubscribing orrecreation, attendances and
xvii. To establish
maintenance superannuationgiving of emoluments, employment which is a subwith the Compare or were atany such otherfamilies and deand subsidize funds collectedand well beingaforesaid, andsuch person aseither alone oraforesaid;
232
the provisions of Sections 180 of the Companies Act, invest and deal with any of the moneys of the Company, ediately required for the purpose thereof, upon such securities or investments (not being Shares in this
and in such manner as they may think fit, and from time vary or realize such investments.
such sanction as may be necessary under the Act or these give any Director, Officer, or other person employed by
pany, an interest in any particular business or transaction way of commission on the gross expenditure thereon or
a share in the general profits of the Company, and commission or share of profits shall be treated as
working expenses of the Company.
for the welfare of employees or ex-employees of the and their wives, widows, families, dependants or
of such persons by building or contributing to the houses, dwelling, or chawls or by grants of money,
allowances, gratuities, bonus or payments by creating time to time subscribing or contributing to provident
funds, institutions, or trusts and by providing or or contributing towards places of instruction and
hospitals and dispensaries, medical and other and other assistance as the Directors shall think fit;
and maintain or procure the establishment and of any contributory or non contributory pension or
uation funds for the benefit of, and give or procure the donations, gratuities, pensions, allowances or
to any persons who are or were at any time in the or services of the Company, or of any Company subsidiary of the Company or is allied to or associated
Company or with any such subsidiary Company, or who at anytime Directors or officers of the Company or of
other Company as aforesaid, and the wives, widows, dependants of any such persons and, also to establish and subscribe to any institution, association, clubs or
llected to be for the benefit of or to advance the interests being of the Company or of any such other Company as and make payments to or towards the insurance of any
as aforesaid and do any of the matters aforesaid, or in conjunction with any such other Company as
AKI India Limited
xiv. To appoint an
Managers, Secpermanent, temtime think fit,their salariesinstances andtime to time the affairs ofmanner as theyclause followinconferred by thi
At any time appoint any pethe Company and discretionsDirectors undersuch conditionsand any such in favour of or managers offluctuating boindirectly by contain any persons dealingand may contaias aforesaid toand discretion
xv. To enter into al
all such contrathings in the consider expedior otherwise fo
233
and at their discretion to remove or suspend such Secretaries, Officers, Clerks, Agents and servants for temporary or special service as they may from time to fit, and to determine their powers and duties, and fix
laries or emoluments and require security in such and to such amounts as they may think fit, and from
to provide for the management and transactions of of the Company in any special locality in India in such they may think fit. The provisions contained in the
llowing shall be without prejudice to the general powers this clause.
and from time to time by power of attorney to person or persons to be the Attorney or Attorneys of for such purposes and with such powers, authorities
etions (not exceeding those vested in or exercisable by the under these presents) and for such period and subject to
ditions as the Directors may from time to time think fit appointment (if the Directors may think fit) be made any Company or the members, directors, nominees of any Company or firm or otherwise in favour of any body or person whether nominated, directly or the Directors and such power of attorney may
such powers for the protection or convenience of ealing with such Attorneys as the Directors may think fit; contain powers enabling any such delegates or Attorneys
to sub-delegate all or any of the powers, authorities, etion for the time being vested in them.
all such negotiations, contracts and rescind and/or vary contracts and to execute and do all such acts, deeds, and
name of on behalf of the Company as they may expedient for or in relation to any of the matters aforesaid
for the purposes of the Company;
AKI India Limited
131. a) Subject to the shall have powDirectors as Whole-time Direxceeding five as the Board thsuch Managingpower hereby such powers maand upon suchdetermine, the monthly remunparticipation inother mode not
b) Subject to the
managing directto hold the officExecutive office
c) Subject to the
appointment andshall be subjectof the Central Go132. a) The Board of Dadjourn and oth
b) A director may,director shall, at
133. The quorum for meetingsAct
134. a) Save as otherwisarising at any votes.
b) In case of an eqany, shall have
135. The continuing directorBoard; but, if and so fixed by the Act for director may act for thethat fixed for the quorCompany, but for no othe
136. The participation of direceither in person or throteleconferencing, as may
137. a) The Board may period for which
b) If no such ChaChairperson is appointed for holone of their numb
234
provisions of the Act and of these Articles the Board power to appoint from time to time one or more Managing Director or Managing Directors and/or Directors of the Company for a fixed term not years at a time and upon .such terms and conditions thinks fit, and the Board may by resolution vest in
aging Director(s)/Whole-time Director(s), such of the vested in the Board generally as it thinks fit, and may be made exercisable for such period or periods,
such condition and subject to such restriction as it may remuneration of such Directors may be by way of
remuneration and/or fee for each meeting and/or in profits, or by any or all of those modes, or of any
not expressly prohibited by the Act.
the approval of shareholders in their meeting, the director of the Company may be appointed and continue office of the chairman and managing director or Chief
officer of the Company at the same time.
provisions of Sections 197 & 198 of the Act, the and payment of remuneration to the above Director
bject to approval of the members in general meeting and Government.
Directors may meet for the conduct of business, otherwise regulate its meetings, as it thinks fit.
may, and the manager or secretary on the requisition of a at any time, summon a meeting of the Board.
eetings of Board/Committees shall be as provided in the
herwise expressly provided in the Act, questions meeting of the Board shall be decided by a majority of
equality of votes, the Chairperson of the Board, if have a second or casting vote.
irectors may act notwithstanding any vacancy in the long as their number is reduced below the quorum a meeting of the Board, the continuing directors or the purpose of increasing the number of directors to
quorum, or of summoning a general meeting of the other purpose.
directors in a meeting of the Board/ Committees may be through video conferencing or audio visual means or may be prescribed by the Rules or permitted under law.
elect a Chairperson of its meetings and determine the which he is to hold office.
Chairperson is elected, or if at any meeting the not present within five minutes after the time
holding the meeting, the directors present may choose number to be Chairperson of the meeting.
MANAGIN
G
DIRECTO
RS
Power to
appoint
Managing or
Whole-time
Directors
Proceedings of
the Board
AKI India Limited
138. a) The Board may,its powers to comits body as it thin
b) Any committee delegated, conforBoard.
139. a) A committee mayb) If no such Cha
Chairperson is appointed for holone of their mem
140. a) A committee mayb) Questions arisin
determined by case of an equalicasting vote.
141. All acts done in any meany person acting as afterwards discovered thaone or more of such direthey or any of them director or such persondirector.
142. Save as otherwise expresigned by all the membetime being entitled to shall be valid and effectivor committee, duly conve
143. Subject to the provisions
a) A chief executivfinancial officerremuneration andany chief executfinancial officerresolution of the
b) A director mayCompany secreta
144. A provision of the Act be done by or to a direcSecretary or chief Financby or to the same perschief executive officerOfficer.
145. a) The Board shall
b) The seal of theexcept by the autof the Board aupresence of at leaperson as the Bodirectors and theinstrument to whipresence.
235
may, subject to the provisions of the Act, delegate any of committees consisting of such member or members of
thinks fit. so formed shall, in the exercise of the powers so
conform to any regulations that may be imposed on it by the
may elect a Chairperson of its meetings. Chairperson is elected, or if at any meeting the not present within five minutes after the time
holding the meeting, the members present may choose members to be Chairperson of the meeting.
may meet and adjourn as it thinks fit. arising at any meeting of a committee shall be
a majority of votes of the members present, and in equality of votes, the Chairperson shall have a second or
meeting of the Board or of a committee thereof or by a director, shall, notwithstanding that it may be that there was some defect in the appointment of any
directors or of any person acting as aforesaid, or that were disqualified, be as valid as if every such
erson had been duly appointed and was qualified to be a
expressly provided in the Act, a resolution in writing, members of the Board or of a committee thereof, for the
receive notice of a meeting of the Board or committee, ffective as if it had been passed at a meeting of the Board convened and held
isions of the Act,—
xecutive officer, manager, Company secretary or chief fficer may be appointed by the Board for such term, at such
and upon such conditions as it may thinks fit; and executive officer, manager, Company secretary or chief fficer so appointed may be removed by means of a
the Board;
may be appointed as chief executive officer, manager, ecretary or chief financial officer.
or these regulations requiring or authorising a thing to director and chief executive officers, manager, Company
Financial Officer shall not be satisfied by its being done person acting both as director and as, or in place of,
fficer, manager, company secretary or chief Financial
shall provide for the safe custody of the seal.
the Company shall not be affixed to any instrument authority of a resolution of the Board or of a committee authorised by it in that behalf, and except in the least two directors and of the secretary or such other Board may appoint for the purpose; and those two
the secretary or other person aforesaid shall sign every which the seal of the Company is so affixed in their
Delegation of
Powers of Board
to Committee
Chief Executive
Officer,
Manager,
Company
Secretary or
Chief Financial
Officer
The Seal
AKI India Limited
146. The Company in generalshall exceed the amount
147. Subject to the provisionspay to the members sucby the profits of the Co
148. a) The Board may,the profits of thereserves which for any purposeproperly applied,equalising dividendiscretion, eitherbe invested inCompany) as the
b) The Board may necessary not to
149. a) Subject to the rigrights as to divaccording to therespect whereofpaid upon any declared and paid
b) No amount paidshall be treated
c) All dividends shamounts paid oror portions of thbut if any sharedividend as fromaccordingly.
150. The Board may deduct of money, if any, preseof calls or otherwise in
151. a) Any dividend, intshares may be directed to the reholders, to the regis first named onsuch address as th
b) Every such cheqthe person to who
152. Any one of two or morefor any dividends, bonus
153. Notice of any dividendpersons entitled to share
154. No dividend shall bear in
Provided however that be forfeited unless thforfeiture, when effected
236
eneral meeting may declare dividends, but no dividend ount recommended by the Board.
visions of section 123, the Board may from time to time such interim dividends as appear to it to be justified Company.
may, before recommending any dividend, set aside out of the Company such sums as it thinks fit as a reserve or shall, at the discretion of the Board, be applicable
urpose to which the profits of the Company may be plied, including provision for meeting contingencies or for ividends; and pending such application, may, at the like
either be employed in the business of the Company or in such investments (other than shares of the
the Board may, from time to time, thinks fit.
also carry forward any profits which it may consider to divide, without setting them aside as a reserve.
rights of persons, if any, entitled to shares with special dividends, all dividends shall be declared and paid
the amounts paid or credited as paid on the shares in reof the dividend is paid, but if and so long as nothing is
of the shares in the Company, dividends may be paid according to the amounts of the shares. paid or credited as paid on a share in advance of calls
ated for the purposes of this regulation as paid on the share. shall be apportioned and paid proportionately to the or credited as paid on the shares during any portion the period in respect of which the dividend is paid;
share is issued on terms providing that it shall rank for from a particular date such share shall rank for dividend
from any dividend payable to any member all sums presently payable by him to the Company on account
in relation to the shares of the Company.
interest or other monies payable in cash in respect of paid by cheque or warrant sent through the post registered address of the holder or, in the case of joint
registered address of that one of the joint holders who on the register of members, or to such person and to the holder or joint holders may in writing direct.
cheque or warrant shall be made payable to the order of whom it is sent.
more joint holders of a share may give effective receipts bonuses or other monies payable in respect of such share.
dend that may have been declared shall be given to the share therein in the manner mentioned in the Act.
interest against the Company.
no amount outstanding as unclaimed dividends shall the claim becomes barred by law and that such
fected, will be annulled in appropriate cases;
Dividends
and
Reserve
AKI India Limited
155. Where a dividend has claimed within thirty shall, within seven daysthe total amount of dividaccount to be opened bybe called the Unpaid Diany other pertinent provis
The company shall tranaccount of a company years from the date ofEducation and Protection
156. The Board may retain divperson is, under the Trabecome a member, untisuch shares.
157. Payment in any way wentitled to the money paifor a payment which ishaving made a paymentusing any of the foregoin
158.. a) The Board shallextent and at whregulations, the shall be open to
b) No member (notany account orconferred by lawgeneral meeting.
159. Minutes Books of Genera
a) The books contai
meeting of the Coi. be kept at the
ii. be open, dumember withthe Companynot less than
Provided however that General Meetings shalldays in advance.
b) Any member sha
after he has madcopy of any minRs. 10/- (Ten Rup
237
been declared by a company but has not been paid or days from the date of the declaration, the company
days from the date of expiry of the thirty days, transferdividend which remains unpaid or unclaimed to a special
by the company in that behalf in any scheduled bank toDividend Account as per provisions of section 124 and
provisions in rules made thereof.
transfer any money transferred to the unpaid dividend that remains unpaid or unclaimed for a period of seven of such transfer, to the Fund known as Investor
tection Fund established under section 125 of the Act. dividends payable upon shares in respect of which any
Transmission Clause hereinbefore contained, entitled to until such person shall become a member in respect of
whatsoever shall be made at the risk of the person paid or to be paid. The Company will not be responsible is lost or delayed. The Company will be deemed to
ment and received a good discharge for it if a payment regoing permissible means is made.
shall from time to time determine whether and to what what times and places and under what conditions or accounts and books of the Company, or any of them,
to the inspection of members not being directors.
(not being a director) shall have any right of inspecting or book or document of the Company except as
law or authorised by the Board or by the Company in ting.
eneral Meetings
containing the minutes of the proceedings of any general Company shall;
the registered office of the Company, and during the business hours to the inspection of any
without charge subject such reasonable restrictions as mpany may, in general meeting impose so however that than two hours in each day are allowed for inspection.
any person willing to inspect the minutes books of shall intimate to the Company his willingness atleast 15
shall be entitled to be furnished, within seven days made a request in that behalf of the Company, with a minutes referred to in Clause (a) above, on payment of Rupees only) for each page or part thereof.
Accounts
Inspection of
Statutory
Documents of
the Company
AKI India Limited
160. a) The Company shand enter thereaffecting any prundertakings giviprovisions of the
b) The register of above, shall be op
-by any member-by any other per
Provided however, that shall intimate to the Comwillingness to inspect the
161. a) The first Auditor ofDirectors within 30and the Auditors sothe first Annual GenAppointment of AudAct 2013 and rules
c) The remuneration ofAnnual General MeAnnual General Mappointed by the Boa
b) The Board of Directauditor and where if any may act, butthe auditors and vacMeeting.
162. Subject to the provisionsunder—
i. If the company
sanction of a spsanction requiredor kind, the wholethey shall consist
ii. For the purpose deems fair upondetermine how members or differ
iii. The liquidator mayof such assets incontributories if be compelled to is any liability.
163. Every officer of the comcompany against any liawhether civil or criminawhich he is acquitted orTribunal Subject to the there under—
238
shall keep at its registered office a Register of charges therein all charges and floating charges specifically
property or assets of the Company or any of its giving in each case the details as prescribed under the the Act.
charges and instrument of charges, as per clause (i) open for inspection during business hours—
mber or creditor without any payment of fees; or person on payment of such fees as may be prescribed,
any person willing to inspect the register of charges Company at least 15 days in advance, expressing his
the register of charges, on the desired date.
R
of the Company shall be appointed by the Board of 30 days from the date of registration of the Company so appointed shall hold office until the conclusion of
General Meeting. Auditors shall be governed by provisions of Companies
made there under. of the Auditor shall be fixed by the Company in the
Meeting or in such manner as the Company in the Meeting may determine. In case of an Auditor
Board his remuneration shall be fixed by the Board. Director may fill any casual vacancy in the office of the
any such vacancy continues, the remaining auditor, but where such vacancy is caused by the resignation of vacancy shall be filled up by the Company in General
isions of Chapter XX of the Act and rules made there
shall be wound up, the liquidator may, with the special resolution of the company and any other
uired by the Act, divide amongst the members, in specie whole or any part of the assets of the company, whether nsist of property of the same kind or not.
aforesaid, the liquidator may set such value as he upon any property to be divided as aforesaid and may
such division shall be carried out as between the different classes of members.
may, with the like sanction, vest the whole or any part in trustees upon such trusts for the benefit of the he considers necessary, but so that no member shall accept any shares or others securities whereon there
company shall be indemnified out of the assets of the liability incurred by him in defending any proceedings,
riminal, in which judgment is given in his favour or in or in which relief is granted to him by the court or the provisions of Chapter XX of the Act and rules made
Register of charges
Audit
Winding up
Indemnity
AKI India Limited
164. a) Every Director,holder, MembAccountant or company shall,their duties signstrict secrecy customers and which may comexcept when reqa Court of Lawcomply with any
b) No member shaCompany, withdiscovery of Company‘s tradthe nature of process or any business of thdirectors, it woudisclose.
239
ector, Manager, Secretary, Trustee, Member or Debenture Member of a Committee, Officer, Servant, Agent,
other person employed in or about the business of the shall, if so required by the Board before entering upon
sign a declaration pledging themselves to observe a respecting all transactions of the Company with its the state of accounts with individuals and in matters
come to their knowledge in the discharge of their duties required to do so by the Board or by any meeting or by
Law and except so far as may be necessary in order to any of the provisions in these presents. shall be entitled to visit or inspect any works of the
without the permission of the Directors or to require or any information respecting any details of the
trading or business or any matter which is or may be in a trade secret, mystery of trade, secret or patented other matter, which may relate to the conduct of the the Company and which in the opinion of the
would be inexpedient in the interests of the Company to
Secrecy
AKI India Limited
SE
MATERIAL CON
The following contracts (not being cCompany or contracts entered into mmay be deemed material have been enwhich have been attached to the codocuments for inspection referred Asharfabad Jajmau, Kanpur- 208010,the date of Prospectus until the Issue
A. Material Contracts to the Issu
1. Issue Agreement dated Augu
2. Agreement dated January 30
3. Tripartite Agreement dated M
to the Issue.
4. Tripartite Agreement dated Mto the Issue.
5. Banker to the Issue Agreem
and the Registrar to the Issue
6. Market Making Agreement d
7. Underwriting Agreement dat
B. Material Documents
1. Certified copies of the Memo
2. Certificate of Incorporation
Kanpur.
3. Fresh Certificate of IncorporPradesh pursuant to conversi
4. Resolution of the Board of D
December 09, 2017 and Dmatters.
5. Copies of Audited Financial
2017, 2016, 2015 and 2014.
6. Auditor’s report for Restated
7. Copy of Statement of tax benDraft Prospectus.
8. Consents of Promoters and
Officer, Statutory Auditors,Advisor to the Company; Baand Market Maker to include
240
SECTION X: OTHER INFORMATION
L CONTRACTS AND DOCUMENTS FOR INSPECTIO
eing contracts entered into in the ordinary course of busininto more than two (2) years before the date of the Draft Proeen entered or are to be entered into by our Company. Thes
the copy of the Prospectus delivered to the RoC for regiserred to hereunder, may be inspected at our Registered8010, Uttar Pradesh, India, from 10.00 am to 5.00 pm on al
Issue Closing Date.
e Issue
August 31, 2018 entered into among our Company and the
ary 30, 2018 entered into among our Company and the Regi
dated March 09, 2018 entered into among our Company, NS
dated March 08, 2018 entered into among our Company, C
greement dated [●] among our Company, the Lead Managee Issue.
ment dated [●] between our Company, the Lead Manager an
ent dated [●] between our Company, the Lead Manager and
Memorandum of Association and Articles of Association o
ration of our Company dated May 16, 1994 issued by Reg
corporation dated May 29, 2017 issued by Registrar of Comnversion into public limited Company.
of Directors of our Company and Equity Shareholders oand December 15, 2017, respectively, authorizing the Iss
ancial Statements of our Company for the financial years en2014.
estated Financials dated September 02, 2018 included in this
tax benefits dated September 02, 2018 from the Statutory Au
rs and Directors, Company Secretary & Compliance Offditors, Banker to the Issue, Peer Review Auditor, Legal Any; Bankers to our Company, Lead Manager, Registrar to tnclude their names in the Draft Prospectus to act in their res
CTION
business carried on by our aft Prospectus) which are or . These contracts, copies of r registration, and also the istered Office at 9/16(11), on all Working Days from
nd the Lead Manager.
e Registrar to the Issue.
ny, NSDL and the Registrar
ny, CDSL and the Registrar
anager, Banker to the Issue
ger and the Market Maker.
er and the Underwriter.
tion of our Company.
y Registrar of Companies,
f Companies, Kanpur Uttar
ders of our Company dated he Issue and other related
ended March 31, 2018,
in this Draft Prospectus.
ory Auditor included in this
e Officer, Chief Financial egal Advisor to the Issue,
ar to the Issue, Underwriter eir respective capacities.
AKI India Limited
9. In-principle listing approval
Platform of BSE.
10. Due Diligence Certificate da
11. Due Diligence Certificate da
Any of the contracts or documents mif so required in the interest of ourShareholders subject to compliance statutes.
241
proval dated [●] from the BSE Limited for listing the Equit
ate dated September 07, 2018 from the Lead Manager to BS
ate dated [●] from the Lead Manager to SEBI.
ents mentioned in this Draft Prospectus may be amended orof our Company or if required by the other parties, withliance with the provisions contained in the Companies Ac
Equity Shares on the SME
r to BSE Limited.
ded or modified at any time s, without reference to the ies Act and other relevant
AKI India Limited
We certify and declare that all relguidelines issued by the Governmentbe, have been complied with and no sCompanies Act, the Securities ContBoard of India Act, 1992, as amendebe. We further certify that all the state
SIGNED BY THE BOARD OF DIR
Ms. Samina Asad Iraqi Whole Time Director DIN: 01668732
Mr. Osama Anwar Whole Time Director DIN: 03142832
Mr. Javed Iqbal Non-Executive and Independent DireDIN: 01335862
Mr. Aslam Saeed Non-Executive and Independent DireDIN: 00996483
Mr. Rajkrishna Agarwal Non-Executive and Independent DireDIN: 08018396
Mr. Prabodh Sharma Signed By Chief Financial Officer (CPAN: ANSPS8312E
Mr. Divya Gupta Signed By Company Secretary & Co(CS) Membership No.:38146 PAN: AZIPG2207N
Date: September 10, 2018 Place: Kanpur
242
DECLARATION
all relevant provisions of the Companies Act and the runment of India, or the regulations or guidelines issued by Sd no statement made in this Draft Prospectus is contrary to Contracts (Regulation) Act, 1956, as amended, the Secuended or the rules, regulations or guidelines issued thereu
e statements in this Draft Prospectus are true and correct.
F DIRECTORS OF OUR COMPANY:
Sd/-
Sd/-
t Director Sd/-
t Director Sd/-
t Director Sd/-
cer (CFO) Sd/-
& Compliance Officer
Sd/-
the rules, regulations and d by SEBI, as the case may rary to the provisions of the e Securities and Exchange thereunder, as the case may