DRAFT LETTER OF OFFER

March 5, 2013 For the Non Promoter Equity Shareholders of the Company

PEIRCE LESLIE INDIA LIMITEDCompany Registration No. CIN- L93090TN1968PLC034316

(Our Company was originally incorporated as Peirce Leslie (India) Private Limited on 27th

May 1968 at Karnataka and the

name of the Company was changed to Peirce Leslie India Limited vide fresh certificate of incorporation consequent to change

of name dated 29th September 1969 issued by Registrar of Companies, Mysore, Bangalore The registered office of the

Company was shifted to the State of Tamil Nadu at the AGM held on 29th

May 1995.)

Reg. Office: 37, Dr. P.V. Cherian Crescent, Egmore,Chennai – 600 008.

Tel No: TELEPHONE NO. +91-44- 43456502 Fax No: +91-44-43456508

Contact Person: RAMESH, COMPLIANCE OFFICER .

EMAIL ID – ramesh@peirceleslie.com ; WEBSITE: www.peirceleslie.com

PROMOTERS and PROMOTER GROUP : Newbridge Capital Private Limited , Mr. M Ramakrishnan, Mr. V Sreekumar,

Mr. V Mohan Chandran, Mr. V Sudhakar, Mr. V Venugopal and Ms.Annalakshmi

FOR PRIVATE CIRCULATION TO THE NON PROMOTER EQUITY SHAREHOLDERS OF THE COMPANY ONLY

ISSUE OF [4,80,876] FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH (“RIGHTS ISSUE

EQUITY SHARES”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ` [●] PER EQUITY SHARE AGGREGATING UPTO `` [●] LAKHS TO OUR EXISTING NON PROMOTER EQUITY

SHAREHOLDERS ON A RIGHTS BASIS IN THE RATIO OF OF 6 (SIX) EQUITY SHARES FOR EVERY 5 ( FIVE )

FULLY PAID-UP EQUITY SHARES HELD BY THE EXISTING NON PROMOTER EQUITY SHAREHOLDERS ON

THE RECORD DATE, I.E. [●] (“THE ISSUE”). THE ISSUE PRICE FOR THE EQUITY SHARE IS [●] TIMES THE

FACE VALUE OF THE EQUITY SHARE. FOR FURTHER DETAILS, PLEASE SEE THE CHAPTER “TERMS OF

THE ISSUE” ON PAGE NO 135

GENERAL RISKS Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer

unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before

taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of

the Issuer and the offer including the risks involved. The securities being offered in the issue have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document.

Specific attention of investors is invited to the statement of ‘Risk Factors’ on page 11 of this Letter of Offer before making

an investment in this Issue.

ISSUERS ABSOLUTE RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained in

the Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and

intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a

whole or any such information or the expression of any such opinions or intentions misleading in any material respect.

LISTINGThe existing Equity Shares of our company are listed on the Madras Stock Exchange, and the Equity Shares offered through this

Letter of Offer are proposed to be listed on the Madras Stock Exchange Limited (“MSE”). Our company has received an in-

principle approval for listing of the equity shares from MSE vide its letter No dated

LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

MUNOTH FINANCIAL SERVICES LIMITED

MUNOTH CENTRE , SUITE NO 46 & 47

343, TRIPLICANE HIGH ROAD, TRIPLICANE,

CHENNAI – 600 005.

Tel No: 044- 28591185

Fax No: 044-28591189

Email: cs@munothfinancial.com

Contact Person: A G NANDINI

SEBI Regn No: INM000003739

Website: www.munothfinancial.com

CAMEO CORPORATE SERVICES LIMITED

Subramaniam Building

No.1 Club House Road,

Chennai 600 002

Tel. No.: +91-44-28460390

Fax No.: +91-44-28460394 Email: cameo@cameoindia.com

Contact Person: R D Ramasamy

SEBI Regn No: INR000003753

Website: www.cameoindia.com

ISSUE PROGRAMME

ISSUE OPENS ON LAST DATE FOR RECEIVING

REQUEST OF SPLIT

APPLICATION FORMS

ISSUE CLOSES ON

2

TABLE OF CONTENTS

PARTICULARS PAGE NO.

SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS 3

NOTICE TO OVERSEAS SHAREHOLDERS 7

PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA 9

CURRENCY OF PRESENTATION 9

FORWARD LOOKING STATEMENTS 10

SECTION II – RISK FACTORS

INTERNAL RISK FACTORS 11

EXTERNAL RISK FACTORS 14

PROMINENT NOTES 16

SECTION III – INTRODUCTION

ISSUE DETAILS IN BRIEF 17

BRIEF DETAILS OF BUSINESS ACTIVITIES 17

SUMMARY OF FINANCIAL INFORMATION 19

GENERAL INFORMATION 22

CAPITAL STRUCTURE 26

SECTION IV – PARTICULARS OF THE ISSUE

OBJECTS OF THE ISSUE 31

STATEMENT OF TAX BENEFITS 33

KEY INDUSTRY REGULATIONS 39

SECTION V – ABOUT THE ISSUER COMPANY

OUR BUSINESS 40

HISTORY AND CORPORATE STRUCTURE OF THE COMPANY 43

OUR MANAGEMENT 46

SECTION VI - FINANCIAL STATEMENTS

AUDITORS REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL

YEAR 2011-12

49

AUDITED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 30/09/2012 70

FINANCIAL STATEMENT OF SUBSIDIARIES FOR THE YEAR ENDED 31/03/2012 90

AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED

31/03/2012

100

ACCOUNTING RATIOS AND CAPITALIZATION STATEMENT 121

CERTAIN OTHER FINANCIAL INFORMATION 125

EXTRACT OF VALUATION AND MARKET PRICE INFORMATION 126

SECTION VII - LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS 127

GOVERNMENT AND OTHER STATUTORY APPROVALS 129

SECTION VIII - OTHER REGULATORY AND STATUTORY DISCLOSURES 130

SECTION IX – OFFERING INFORMATION

TERMS OF THE ISSUE 135

SECTION X – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 160

DECLARATION 161

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SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

In this Letter of Offer, the terms “we”, “us”, “our”, “the Company”, “our Company” or “PL”, ‘PLI”, unless the context otherwise

implies, refers to PEIRCE LESLIE INDIA LIMITED. All references to “Re”, “Rs.”, “INR” or “`” refer to Rupees, the lawful currency

of India, references to the singular also refers to the plural and one gender also refers to any other gender, wherever applicable, and the words “Lakh” or “Lac” means “100 thousands” and the word “million” or “mn” means “10 lakhs” and the word “crore” means “10

million” or “100 lakhs” and the word “billion” means “1000 million” or “100 crores”. Any discrepancies in any table between the total

and the sums of the amounts listed are due to rounding off.

DEFINITIONS

Unless the context otherwise requires, the following terms have the following meanings in this Letter of Offer.

Term Description

“The Issuer” or “The

Company” or “ Peirce Leslie

India Limited” or

“ PLI ”, “PL” “We” or “us” or

“our” “our company”

Unless otherwise specified, these references mean PEIRCE LESLIE INDIA LIMITED, a public

limited company incorporated under the Companies Act, 1956

Promoter & Promoter

Group

Peirce Leslie India Limited commenced operations as Piece Leslie and Company, a partnership firm

formed between Robert Peirce and Patrick Leslie, both expatriates. The Company took over the Indian

assets and Liabilities of P.L and Company , United Kingdom in 1968.

Newbridge Capital Private Limited is the promoter of the Company. Currently Newbridge Capital

Private Limited holds 21,51,074 shares representing 78.62% of the paid up Capital. The Promoter group

consisiting of M Ramakrishnan, V Sreekumar, V MohanChandran, V Sudhakar, V Venugopal and

Annalakshmi holds 1,84,196 shares representing 6.73% of total paid up capital.

Non Promoter group Equity share holders of company other than Promoter and Promoter group shareholders

CONVENTIONAL / GENERAL TERMS

Term Definition

AGM Annual General Meeting

BIFR Board for Industrial and Financial Reconstruction

CAGR Compound Annual Growth Rate

Capex Capital Expenditure

Cenvat The Central Value Added Tax

CESTAT The Customs, Excise, Service Tax, Appellate Tribunal

CLRA The Contract Labour (Regulation and Abolition Act), 1970 and amendments thereto

EGM Extra Ordinary General Meeting

EPS Earnings Per Share

Financial/Fiscal

Year/F.Y.

The period of 12 months beginning from April 1 and ending on March 31 of that particular year,

unless otherwise stated

GIR General Index Register

HUF Hindu Undivided Family

IAS International Accounting Standards

IFRS International Financial Reporting Standards

IT Act The Income Tax Act, 1961 and amendments thereto

IPO Initial Public Offer

MODVAT The Modified Value Added Tax

NAV Net Asset Value

NRE Account Non-Resident External Account

NRO Account Non-Resident Ordinary Account

PAN Permanent Account Number

PAT Profit After Tax

PBDT Profit Before Depreciation and Tax

P/E Ratio Price to Earnings Ratio

PLR Prime Lending Rate

ROI Return on Investment

4

RONW Return on Net Worth

SICA The Sick Industrial Companies (Special Provisions) Act, 1985 and amendments thereto

Securities Act The United States Securities Act of 1933, as amended

Takeover Code The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and amendments

thereto

U. S. GAAP Generally Accepted Accounting Principles in the United States of America

Wealth-Tax Act The Wealth-Tax Act, 1957 and amendments thereto

ISSUE RELATED TERMS

Term Definition

Act / Companies Act The Companies Act, 1956 and amendments thereto from time to time

Abridged Letter of Offer The abridged letter of offer to be sent to our Equity Shareholders as on the Record Date with respect to

this Issue in accordance with SEBI (ICDR) Regulations 2009

Allotment Unless the context otherwise requires, the allotment of Rights Equity Shares pursuant to the Issue to

the Allottees

Allottee The successful applicant(s) eligible for Allotment of Rights Equity Shares pursuant to the Issue

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

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

Application Supported

by Blocked Amount/

ASBA

The application (whether physical or electronic) used by an Investor to make an application

authorizing the SCSB to block the amount payable on application in their specified bank account

ASBA Investor An applicant who intends to apply through ASBA process and:

a) holds the shares of the Company in dematerialized form as on the record date and

has applied for entitlements and / or additional shares in dematerialized form;

b) has not renounced his/her entitlements in full or in part;

c) is not a Renouncee;

d) is applying through a bank account maintained with SCSBs.

Articles / AOA Articles of Association of our Company, as amended from time to time

Auditor / Statutory Auditor Refers to our statutory auditor, Varma & Varma , Chartered Accountants, unless otherwise specified

Bankers to the Issue HDFC BANK LIMITED

Bankers to the Company STATE BANK OF INDIA

Board of Directors Board of Directors of Peirce Leslie India Limited or a Committee(s) thereof

Collection Centre As defined in SEBI (ICDR) Regulations, 2009 and amended thereafter, and mentioned in the CAF

CAF Composite Application Form

Consolidated Certificate In case of physical certificate, our Company would issue one certificate for the Equity Shares allotted

in one folio

Depositories Act The Depositories Act, 1996 and amendments thereto

Depository A Depository Registered with SEBI under the SEBI (Depositories and Participants) Regulations, 1996,

as amended from time to time

Depository Participant /DP A Depository Participant as defined under the Depositories Act, 1996

Designated Branches Such branches of the SCSBs which shall collect CAF from ASBA investor and a list of

which is available on http://www.sebi.gov.in/pmd/scsb.pdf

Draft Letter of Offer /DLOO Draft Letter of Offer of our Company

ECS / NECS Electronics Clearing Services / National Electronic Clearing Services

Equity Share(s) or

Share(s) Equity shares of our Company which are listed on MSE and having a face value of ` 10/- each unless otherwise specified in the context thereof

Equity Equity Shareholders of the Company whose names appear as Beneficial owners as per

Shareholders/Investors the list furnished by depositories in respect of equity shares held in electronic

form and On the Register of Members in respect of the equity shares held in physical form

ICAI The Institute of Chartered Accountants of India

Indian GAAP Generally Accepted Accounting Principles In India

ISIN International Security Identification Number

Issue Issue of 4,80,876 Equity Shares with a Face Value of ` 10/- each at a premium of Rs.

aggregating ` Rs. Lacs on a Rights Basis to the existing Non- Promoter equity shareholders of Peirce and Leslie India Limited (“Company”) in the ratio of 6 (Six) Equity Share for

every 5 (Five) fully paid up equity share held by the existing non –promoter equity shareholders on the

record date, i.e.

5

Issue Account Account opened with the Banker(s) to the Issue to receive monies from the Escrow Account for the

issue on the designated date

Issue Closing Date

Issue Opening Date

Issue Price per Equity Share

Investor(s) Non Promoter Equity shareholders as on Record date and/or renouncees applying in the Issue

Lead Manager / Manager

to the Offer / LM/ MFSL

MUNOTH FINANCIAL SERVICES LIMITED

Letter of Offer / LOF Letter of Offer dated as filed with the Stock Exchange after incorporating

SEBI comments on the Letter of Offer

MOA/Memorandum Memorandum of Association of our company

MSE Madras Stock Exchange Limited

Record Date

Refund through electronic transfer of funds

Refunds through ECS / NECS, Direct Credit, RTGS or NEFT, as applicable

Registrar to the Issue or

Registrar / Transfer Agent

Cameo Corporate Services Limited

Registrar of Companies /RoC The Registrar of Companies, Tamil Nadu

Renouncee(s) The persons who have acquired Rights Entitlements from Equity Shareholders

Relevant Stock Exchange “Relevant Stock Exchange” shall mean the recognised Stock Exchange on which the Equity Shares of

our Company are listed,

Rights Entitlement The number of securities that a shareholder is entitled to in proportion to his/her existing shareholding

in our Company

Rights Issue The issue of Equity Shares on rights basis based on terms of this Letter of Offer.

Self-Certified Syndicate

Bank or SCSB

The banks which are registered with SEBI under the SEBI (Bankers to an Issue) Regulations, 1994

and offers services of ASBA, including blocking of bank account and a list of which is available on

http://www.sebi.gov.in/pmd/scsb.html

SAF Split Application Form

SEBI Act Securities and Exchange Board of India Act, 1992 and amendments thereto

SEBI (ICDR) Regulations The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and any amendments

thereto

SEBI (DIP) Guidelines SEBI (Disclosure and Investor Protection) Guidelines, 2000 issued by SEBI on January 19, 2000 and

amendments thereto. The SEBI DIP Guidelines have been repealed and have been replaced by the

SEBI (ICDR) Regulations, 2009

SEBI (SAST)

Regulations /

SAST / SEBI Takeover

Code / Takeover Code

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) egulations,

1997 issued by SEBI on February 20, 1997 and subsequent amendments thereto. The Securities and

Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 have

been repealed and have been replaced by the Securities and Exchange Board of India (Substantial

Acquisition of Shares and Takeovers) Regulations, 2011 on September 23, 2011 and are effective

from October 22, 2011 and subsequent amendments thereto.

Share Certificate The certificate in respect of the Equity Shares allotted to a folio

Stock Exchange(s) MSE where the Equity Shares are presently listed and where the Rights Equity Shares

are proposed to be listed

ISSUER AND INDUSTRY RELATED TERMS

Term Definition

ARR Average Room Rate for a given day, calculated by dividing the room revenue for a given day by the

number of rooms sold on that day; and, Average Room Rate for a period, calculated by dividing the

room revenue for a given period by the total number of rooms sold during that period

Agreement Agreement entered between the Company and Neemrana Hotels Private Limited

F&B/ Food & Beverage Food and beverage

Hotel Neemrana Hotel Private Limited at Tower House, Fort Kochi

PL Peirce Leslie India Limited

WIP Work in progress

6

ABBREVIATIONS

Term Definition

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

CAF Composite Application Form

CDSL Central Depository Services (India) Limited

CEPS Cash Earnings Per Share.

CFO Chief Financial Officer

CIN Corporate Identification Number

ESI Employee State Insurance.

FCCB Foreign Currency Convertible Bonds

FDI Foreign Direct Investment

FEMA Foreign Exchange Management Act, 1999

FII(s) Foreign Institutional Investors registered with SEBI under applicable laws

FIPB Foreign Investment Promotion Board, Ministry of Finance, Government of India

GDP Gross Domestic Product

GOI Government of India

IPR Intellectual Property Right

ITAT Income Tax Appellate Tribunal

MD Managing Director

MoU Memorandum of Understanding

NOC No Objection Certificate

NR Non Resident

NRI(s) Non Resident Indian(s)

NSDL National Securities Depository Limited

OCB Overseas Corporate Bodies

RBI The Reserve Bank of India

RoC Registrar of Companies

Re./Rs./Rupees/INR/` Indian Rupees

SAF Split Application Form

SCB Scheduled Commercial Banks

SEBI Securities and Exchange Board of India

VAT Value Added Tax

YoY Year on Year

Notwithstanding the foregoing,

(i) In the section titled ‘Financial Information’ beginning on page 49 of this Letter of Offer, defined terms shall have the meaning

given to such terms in that section;

(ii) In the paragraphs titled ‘Disclaimer Clause of Securities and Exchange Board of India (SEBI)’; ‘Disclaimer Clause of Stock

Exchange Limited’ beginning on page Numbers 130; 132 respectively of this Letter of Offer, defined terms shall have the meaning

given to such terms in those paragraphs.

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NOTICE TO OVERSEAS SHAREHOLDERS

The distribution of this Letter of Offer and the Issue to persons in certain jurisdictions outside India may be restricted by legal

requirements prevailing in those jurisdictions. Persons into whose possession this Letter of Offer may come are required to inform

themselves about and observe such restrictions. The Company will dispatch the Letter of Offer/Abridged Letter of Offer and CAFs to

such shareholders who have an Indian address.

This Letter of Offer does not constitute and may not be used for in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or

solicitation. In particular, no action has been or will be taken by our Company or the Lead Manager to permit an offering of Equity

Shares or distribution of this Letter of Offer in any jurisdiction, other than India, where action for that purpose is required.

Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and neither this Letter of Offer nor any offering

material in connection with the Equity Shares may be distributed or published in or from any country or jurisdiction except under

circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction. Persons

receiving a copy of this Letter of Offer should not distribute or send the same in any jurisdiction where to do so would or may

contravene local laws or regulations. If this Letter of Offer is received by any person in any such territory, or by their agent or

nominee, they must not seek to subscribe to the Equity Shares or the rights entitlements referred to in this Letter of Offer.

The contents of this Letter of Offer should not be construed as legal, tax or investment advice. Prospective investors may be subject to adverse foreign, state or local tax or legal consequences as a result of the offer of Equity Shares. As a result, each investor should consult its own counsel, business advisor and tax advisor as to the legal, business, tax and related matters concerning the offer of Equity Shares. In addition, neither our Company nor the Lead Manager is making any representation to any offeree or purchaser of the Equity Shares regarding the legality of an investment in the Equity Shares by such offeree or purchaser under any applicable laws or regulations.

European Economic Area Restrictions

In relation to each member state of the European Economic Area which has implemented the Prospectus Directive Z003/71/EC (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), no offer may be made to the public of any rights or Equity Shares which are the subject of the offering contemplated by this Letter of Offer in that Relevant Member State except that, with effect from and including the Relevant Implementation Date, an offer to the public of such rights or Equity Shares may be made in that Relevant Member State:

(a) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the Lead Manager for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of rights or Equity Shares shall require us or the Lead Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this section, the expression an “offer to the public” in relation to any equity Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Equity Shares to be offered so as to enable an investor to decide to purchase any Equity Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Each purchaser of the rights or Equity Shares described in this Letter of Offer located within a Relevant Member State will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1) (e) of the Prospectus Directive.

In the case of any rights or Equity Shares in this Issue being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, the Lead Manager will use their reasonable endeavours, by the inclusion of appropriate language in this Letter of Offer, to procure that such financial intermediary will be deemed to have

8

represented, acknowledged and agreed that the rights or Equity Shares acquired by it in the Issue have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Equity Shares in this Issue to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined who are not financial intermediaries or in circumstances in which the prior consent of the Lead Manager has been obtained to each such proposed offer or resale. This European Economic Area selling restriction is in addition to any other selling restriction set out below.

United Kingdom

The Lead Manager: (a) has not offered or sold, and prior to the expiry of a period of six months from the issue date of any rights or Equity Shares, will not offer or sell any of our securities to persons in the United Kingdom except to “qualified investors” as defined in section 86(7) of the Financial Services and Markets Act 2000 (“FSMA”) or otherwise in circumstances which have not resulted in an offer to the public in the United Kingdom; (b) has complied and will comply with an applicable provisions of FSMA with respect to anything done by it in relation to the rights or Equity Shares in, from or otherwise involving the United Kingdom; and (c) in the United Kingdom, will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) to persons that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); and/or (ii) are high net worth entities falling within Article 49(2)(a) to (d) of the Order; and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This Letter of Offer and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

The Rights Entitlement and the Equity Shares have not been and will not be registered under the United States Securities Act of 1933,

as amended, or any other securities laws of the United States of America (“United States” or “US”) and may not be offered, sold,

resold, or otherwise transferred within the United States of America or the territories or possessions thereof, except in a transaction

exempt from the registration requirement of the United States Securities Act of 1933, as amended. The Rights Entitlement referred to

in this Letter of Offer is being offered in India but not in the United States of America. The offering to which this Letter of Offer

relates is not, and under no circumstances is to be construed as, an offering of any shares or rights for sale in the United States, or as a

solicitation therein of an offer to buy any of the said shares or rights. Accordingly, this Letter of Offer should not be forwarded to or transmitted in or into the United States by any person other than our Company at any time. None of our Company, the Lead Manager

or any person acting on their behalf will accept subscriptions from any person, or his agent, who appears to be, or who our Company

has reason to believe is, a resident of the United States and to whom an offer, if made, would result in requiring registration of this

Letter of Offer with the United States Securities and Exchange Commission. We are informed that there is no objection to a

shareholder, resident of the United States, selling its Rights Entitlement in India.

9

PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA

Unless stated otherwise, the financial data in this Letter of Offer is derived from our financial statements for the financial years ended March 31, 2012 and March 31, 2011; prepared in accordance with Indian GAAP, the Companies Act, 1956 and in accordance with

SEBI (ICDR) Regulations 2009, as stated in the report of the Statutory Auditors, Varma & Varma Chartered Accountants, beginning

on page 49 of this Letter of Offer. In this Letter of Offer, any discrepancies in any table between the total and the sums of the

Amounts listed are due to rounding-off, and unless otherwise specified, all financial numbers in parenthesis represent negative figures.

The fiscal year of our Company commences on April 1 and ends on March 31 of each year, so all references to a particular fiscal year

are to the 12 (twelve) month period ended March 31 of that year, unless otherwise stated herein. Throughout this Letter of Offer, all figures have been expressed in Rupees. Unless otherwise stated, all references to India contained in this Letter of Offer are to the

Republic of India.

MARKET DATA

Unless stated otherwise, industry data used throughout this Letter of Offer has been obtained from industry publications, internal

company reports, newspaper and magazine articles etc. Such publications generally state that content therein has been obtained from

sources believed to be reliable but their accuracy and completeness are not guaranteed and their reliability cannot be assured.

Although, we believe that the industry data used in this Letter of Offer is reliable, it has not been verified by any independent source.

For additional definitions, please refer to "Definitions and Abbreviations" on Page 3 of this Letter of Offer

CURRENCY OF PRESENTATION

In the Letter of Offer, all reference to the word “Lac/Lacs” means “one hundred thousand” and “million/mn./millions” means “ten

lacs”, “Crore” means “ten millions” and “billion/bn./billions” means “one hundred crores”. Further, any discrepancies in any table /

this letter of offer between the total and the sum of the amounts are due to rounding-off. Throughout the Letter of Offer, currency

figures have been expressed in “ Rupees ” except those, which have been reproduced/ extracted from sources as specified at the

respective places.

All references to “India” contained in this Letter of Offer are to the Republic of India.

All references to “Rupees” or “`” “INR” or “Rs.” are to Indian Rupees, the official currency of the Republic of

India.

10

FORWARD LOOKING STATEMENTS

All the statements contained in this Letter of Offer which contain words or phrases such as “will”, “may”, “aim”, “is likely to result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”,“seek to”, “future”, “objective”, “goal”,

“project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward-looking statements”.

All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially

from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ

materially from our expectations include but are not limited:

• General economic and business conditions in the markets in which our company operate and in the local, regional, national and

international economies;

• Changes in laws and regulations relating to the sectors/areas in which our company operates;

• Increased competition in the sectors/areas in which our company operates;

• Our ability to successfully implement our growth strategy and expansion plans, technological changes and to launch and implement various projects and business plans for which funds are being raised through this Issue;

• Our ability to meet our capital expenditure requirements;

• Fluctuations in operating costs;

• Our ability to attract and retain qualified personnel;

• Changes in political and social conditions in India or in countries that our company may enter, the monetary and interest rate policies

of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;

• The performance of the financial markets in India and globally; and

• Any adverse outcome in the legal proceedings in which our company is involved.

For a further discussion of factors that could cause our actual results to differ, see the chapters titled “Risk Factors” beginning on page

No 11 of this Letter of Offer. By their nature, certain market risk disclosures are only estimates and could be materially different from

what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated.

Neither the company, our Directors, the Lead Manager, nor any of its affiliates have any obligation to update or otherwise revise any

statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the

underlying assumptions do not come to fruition. In accordance with SEBI requirements, our Company, the Lead Manager will ensure

that investors in India are informed of material developments until the grant of listing and trading permission by the Stock Exchange for the Equity Shares being offered on a rights basis.

11

SECTION II – RISK FACTORS

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

following risks as well as other risks and uncertainties discussed in this Letter of Offer could have a material adverse impact on our

business, financial condition and results of our operation and could result in the loss of all or part of your investment.The Letter of

Offer also contains forward looking statements that involve risks and uncertainties. Our actual results could differ materially from

those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and

elsewhere in this Letter of Offer. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other implications of any of the risks described in this section.

Materiality:

The Risk factors have been determined based on their materiality. The following factors have been considered for

determining their materiality:

1. Some events may not be material individually but may be found material collectively.

2. Some events may have an impact, which is qualitative instead of quantitative.

3. Some events may not be material at present but may have material impacts in the future.

INTERNAL RISK FACTORS

1. There are certain outstanding litigations against our Company, and that if determined against us, could have a material

adverse effect on our financial condition and results of operations

Sr.

No

Particulars Brief Details about the

litigations

Total number of

pending

cases/disputes

Amount ( In Rs)

A Litigations filed against Our Company

1 Green Bird Developers

Private Limited having its

registered office at Smag

House, First Floor Sarojini

Road Extension, Vileparle

(W) Mumbai has filed a civil suit on 12

th of January 2009

against the Company in the

High court of Madras

Civil suit no. 54 of

2009

for the sum of Rs.

1,00,00,000/- with

interest at 18% pa

from the date of

plaint till realization

2 Notice Ref- b 1313/08 dated

20th June 2009 given by the

special Tahsildar, land

acquisition, koyilandy under

section 6 of the Kerala Survey

and Boundaries Act, 1961

and further notice dated

02/09/2010 under Section 9(3)

of the land acquisition Act,

1894 mentioning the intention

by the Government to take

possession of the land

mentioned below for public

purpose under the Land acquision act on

Survey No 143/1

0.1902 hectares

Survey No. 143/2

0.2780 hectares

Survey No. 143/6

2.1653 hectares

12

3 TC(A) No. 1031/2005 – Filed

by the Income Tax

department before the High

Court against the order of

tribunal in ITA NOs 2620/97

– AY: 1992-93

The department had

questioned whether the

Tribunal was right in law in holding that the Company can

claim adjustments of business

loss against capital gains of

Rs. 16,71,970/- in a year in

which there was no business

income. The case came for final

hearing on 05.06.2012 and

after hearing the arguments,

the high Court has remanded

the matter back to the file of the Income tax Appellate

Tribunal for fresh

consideration after applying

the correct provision of law

The demand of tax

would be tax on

capital gain @ 20%

plus interest for 85

months amounting to

Rs. 6,18,629/-

B Litigation filed by/against

promoters

NIL

C Litigations filed by/against

our Group Companies

NIL

D Litigation filed by/against

our Directors

NIL

E Litigation filed by our

Company

NIL

For further details of outstanding litigations against the Company, its Directors, Promoter, please see the section entitled "Outstanding

Litigations and Material Developments" beginning on page 127 of this Letter of Offer.

2. The right issue is only for Non Promoter shareholders and Promoter/ Promoter group are not participating.

The right issue is being made primarily to comply with SEBI requirement of having minimum 25% public shareholding and as such

the issue is being made only to Non Promoter equity shareholders.

3. Valuation of the Company as a holding Company only:

The Company operates mainly through wholly owned/ substantially owned subsidiaries. The PE valuation for holding companies is

generally discounted at lower levels.

4. The company shares are listed only in Madras Stock Exchange:

The shares of your company are listed only at Madras Stock Exchange and hence the shares cannot be traded and the Company does

not have the eligibility criteria to get listed in other stock Exchanges. Hence the shares cannot be liquidated unless trading commences

at Madras Stock Exchange

5. The size of the activities carried out by the company are very small.

The Company’s main sources of income emanates by providing management and corporate services to the subsidiary and other

companies in the group, collecting rents and by providing clearing and forwarding services. These subsidiary companies are in the

business of hospitality, Agro and Logistics. Further the Company gets minimum guaranteed amount from Neemrana group, which

manages the Hotel in the property of the Company located at Kochi. The income generated from these activities are not of significant

13

amount as the Company had earlier decided to segregate major divisions of the Company into subsidiaries thus enabling the individual

companies to focus their efforts on a particular activity and the size of the operations carried by the Company are small.

6. The company is involved in diverse activities

The Company is involved in diverse activities such as corporate secretarial services, clearing and forwarding services and hotel

industry. The Company has non operational income stream in the form of rental income, commissions etc

.

7. The Company has invested in subsidiary Companies and the company is not getting return on the investments made

The company has invested in subsidiaries which are long term in nature and these investments are not liquid. The Company has

invested in wholly owned subsidiaries Peirce Leslie Surveyors & Assessors Limited, Peirce Leslie Agencies Limited, Travel Co in

Limited, PL Shipping & Logistics India Limited and holds 51.20% in PL Agro Technologies Limited. The two subsidiaries

travel.co.in Limited and PL Shipping & Logistics India Limited are yet to commence operations. The performance of other subsidiary

companies in the last 3 years has been showing only downward trends. The company has written off 100% of the value of investments

in PL Agro Technologies Limited due to losses sustained in previous years..

For the past three financial years, the return in the form of dividend 10% and 15% has been only from PL Agencies Limited for the

two years ending 31/03/2011 and 31/03/2010. The Company has received bonus in the ratio of 2 for every 5 shares held from PL

Agencies Limited during the year ended 31/03/2011 and 3 bonus for every 2 held from PL Surveyors during the financial year ended

31/03/2010 .

8. The Company continues to get only the minimum guaranteed amount from the Hotel at Tower House, Kochi

The Company had entered into an agreement with M/s. Neemrana Hotels Pvt. Limited to convert Tower House, the Company owned

bungalow at Fort Kochi, into a Boutique Hotel catering to International Tourists in the year 2007. Due to some delay in the

implementation schedule, the project got completed and became operational from April 1, 2010. The occupancy at the Hotel was not

as expected due to global economic slowdown and recessionary trends.. The Company as provided under the agreement with

Neemrana group, which manages the Hotel, continues to get only the minimum guaranteed amount from the date of operation. The

agreement with Neemrana Hotel is for 7 years commencing form 01/04/2008 and Neemrana Hotel vide letter dated 10/09/2012

brought to the attention of the Company that the hotel is not doing well and the minimum clause should be reduced from 2 Lacs to 1.5

Lacs per month. Further the hotel has still not got the heritage classification from Ministry of Tourism.

9 . The Company has Contingent liabilities not provided for, which may adversely affect the Company’s financial operations:

The following amount is payable to New Bridge capital private Limited in the form of dividend for the investment made in

preferential shares

2006-07=1548560/-

2007-08=1548560/-

2008-09=1548560/-

2009-10=1548560/-

2010-11=1548560/-

2011-12=1548560/-

2012 = 773280/- (6Months)

Total =8554264/-

In the event these liabilities materialise, financial condition of our company may be affected.

10. Funds from the issue to be used for repayment of loan and investment in subsidiary which may not bring adequate return

11.The objects of the issue for which funds are being raised have not been appraised by any bank .

The deployment of funds in the project is entirely at our discretion and as per the details mentioned in the section titled “Objects of the Issue”. Any revision in the estimates may require us to reschedule the expenditure and may have a bearing on the expected revenues

and earnings.

The purpose of the rights issue is to comply with SEBI requirement of minimum 25% public holding and our funding requirements

and the deployment of the proceeds of the issue are based on management estimates and have not been appraised by any bank. We

14

may have to revise our management estimates from time to time and consequently our funding requirements may change. Further the

deployment of the funds towards the objects of the Issue is entirely at the discretion of our Board of Directors and is not subject to

monitoring by external independent agency. However the deployment of funds is subject to monitoring by our audit committee.

12 The company has cash losses

The company has incurred cash losses due to payment of Rs.200 lakhs by the company as a one time settlement dues to the Punjab

National Bank for PL Agro Technologies Limited in the financial year 2004-05 as this payment was necessitated as the loans to the

subsidiary were covered by a corporate guarantee from your company to the Bank.

13.The Company has created a charge in favour of their bankers against the assets of the Company

The Company has taken Working capital cash credit limit of Rs. 40 lakhs availed from SBI Overseas Branch, Cochin. Our Company

shall be subject to usual and customery restrictive convenants of the working capital facilities availed by the Company. The terms &

condition are provided below

Repayable on demand and renewable every year

Rate of Interest – 4% above base rate

Margin - Stocks 25%, Receivables – 40% (cover period 60 days)

Submission of quarterly stock and receivable statement

Collateral security - 42 cents of land and building in Re. Sy No. 50/2 at Fort Kochi Village, Kochi

For details on the secured loan, please refer to the section titled “ Details of Principal Terms of Loans and Assets charged” as security

on page 25 of this Letter of Offer.

14. The Company has in the past entered into related party transactions and may continue to do so in the future.

The Company, in the course of the business, entered into transactions with related parties including entities forming part of our

Promoter Group and key managerial personnel. Such related party transactions may give rise to potential conflicts of interest with

respect to dealings between the Company and the related parties.

Furthermore, it is likely that the company will continue to enter into related party transactions in the future and such transactions, individually or in the aggregate, will not have an adverse effect on our financial condition and results of operations.

For details of related party transactions as per AS 18 entered into by us please refer to the section “Financial Information” beginning

on page 49

15. Insurance cover of our company

Our Company has various insurance policies covering fixed assets, etc for total insured amount of Rs. 1,95,14,300/-, details of which

are disclosed on page 42 of this letter of offer, While our company believes that the company has insured themselves against the

majority of the risks associated with the business and are adequate to cover all normal risks associated with the operation of business,

there can be no assurance that any claim under the insurance policies maintained by the company will be honoured fully, in part or on time, or that our company has obtained sufficient insurance ( either in amount or in terms of risks covered ) to cover all material

losses. To the extent that our company suffers loss or damage for events for which our company is not insured or for which insurance

is inadequate, the loss would have to be borne by the Company, and, as a result, operations and financial conditions could be adversely

affected.

EXTERNAL RISK FACTOR AND BEYOND THE CONTROL OF THE ISSUER COMPANY

16. Notice given to the Company property at Mamally, Feroke, Kozhikode under land acquisition act 1984, if implemented

could adversely affect the Company.

Our Company has been issued a notice dated 20th

June 2009 by the special Tahsildar, land acquisition, koyilandy under section 6 of

the Kerala Survey and Boundaries Act, 1961 and notice dated 02/09/2010 under Section 9(3) of the land acquisition Act, 1894

mentioning the intention by the Government to take possession of the property at Feroke in Kozhikode for public purpose. The

Government has not proceeded further after the subsequent notification issued on 02.09.2010. Even though the land has now come

under the Corporation/municipality limit, the Company cannot sell the land till the government withdraws the acquisition notice.

15

17.Political instability or changes in the Government could adversely affect economic conditions in India and consequently our

business.

Our Company is incorporated in India, derives its revenues in India and all of its assets are located in India. Consequently, the

Company‘s performance and the liquidity of the Equity Shares may be affected by changes in exchange rates and controls, interest

rates, Government policies, taxation, social and ethnic instability and other political and economic developments affecting India. The

Government has traditionally exercised and continues to exercise a significant influence over many aspects of the economy.

18. Financial instability in Indian financial markets could adversely affect the Company's results of operations and financial

condition.

The Indian economy and financial markets are significantly influenced by worldwide economic, financial and market conditions. Any

financial turmoil, especially in the United States of America, Europe or China, may have a negative impact on the Indian economy.

Although economic conditions differ in each country, investors' reactions to any significant developments in one country can have

adverse effects on the financial and market conditions in other countries. A loss in investor confidence in the financial systems,

particularly in other emerging markets, may cause increased volatility in Indian financial markets. The current global financial

turmoil, an outcome of the sub-prime mortgage crisis, which originated in the United States of America, has led to a loss of investor

confidence in worldwide financial markets. Indian financial markets have also experienced the contagion effect of the global financial

turmoil, evident from the sharp decline in SENSEX, BSE's benchmark index. Any prolonged financial crisis may have an adverse

impact on the Indian economy, thereby resulting in a material and adverse effect on the Company's business, operations, financial

condition, profitability and price of its Shares. Stock exchanges in India have in the past experienced substantial fluctuations in the prices of listed securities.

19. Terrorist attacks, civil disturbances, regional conflicts and other acts of violence in India and abroad may disrupt or

therwise adversely affect the Company's business and its profitability.

Certain events that are beyond the control of the Company, such as terrorist attacks and other acts of violence or war, including those

involving India, China, the UK, the US or other countries, may adversely affect worldwide financial markets and could potentially

lead to a severe economic recession, which could adversely affect the Company's business, results of operations, financial condition

and cash flows, and more generally, any of these events could lower confidence in India's economy. Southern Asia has, from time to

time, experienced instances of civil unrest and political tensions and hostilities among neighboring countries, including India, Pakistan

and China. India recently witnessed a major terrorist attack in Mumbai on November 26, 2008, which led to an escalation of political tensions between India and Pakistan. Political tensions could create a perception that there is a risk of disruption of business provided

by India-based companies, which could have an adverse effect on the Company's business, future financial performance and price of

the Shares. Furthermore, if India were to become engaged in armed hostilities, particularly hostilities that are protracted or involve the

threat or use of nuclear weapons, the Company's operations might be significantly affected. India has from time to time experienced

social and civil unrest and hostilities, including riots, regional conflicts and other acts of violence. Events of this nature in the future

could have a material adverse effect on the Company's ability to develop its business. As a result, the Company's business, results of

operations and financial condition may be adversely affected.

20. Natural calamities could have a Negative effect on the Indian economy and adversely affect the Company's business.

India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in the past few years. The extent and severity of these natural disasters determines their effect on the Indian economy. For example, as a result of drought conditions in the

country during Fiscal 2003, the agricultural sector recorded negative growth for that period. The erratic progress of the monsoon in

2004 affected sowing operations for certain crops. Further prolonged spells of below normal rainfall or other natural calamities could

have a negative effect on the Indian economy, adversely affecting the Company's subsidiary’s business and the price of its Equity

Shares.

21. Significant differences exist between Indian GAAP and other accounting principles, such as US GAAP and IFRS, which

may be material to investors' assessment of the Company's financial condition.

As stated in the reports of the Company's independent auditor included in this Letter of Offer, its financial statements are prepared and

presented in conformity with Indian GAAP, consistently applied during the periods stated, except as provided in such reports, and no

attempt has been made to reconcile any of the information given in this Letter of Offer to any other principles or to base it on any

other standards. Indian GAAP differs from accounting principles and auditing standards with which prospective investors may be

familiar in other countries.

16

PROMINENT NOTES:

• Investors may contact the Lead Manager, i.e. Munoth Financial Services Limited, for any complaints, information or clarifications pertaining to the Issue.

• Our Net worth was Rs. 183.57 Lakhs as per the audited financial statements of our Company as on September 30, 2012 as

disclosed in the section titled “Financial Information” beginning on page 49 of this Letter of Offer.

• Issue of 4,80,876 Equity Shares with a face value of ` 10.00 each at a premium of Rs.[*] for an amount aggregating to Rs. [*]

Lacs on a rights basis to the existing Non Promoter equity shareholders of our Company in the ratio of Six(6) equity shares for every

Five (5) fully paid-up equity shares held by the existing Non Promoter Equity Shareholders on the record date, that is on

. The issue price is Rs .[*]

• For details of transactions between our Company and our Group Entities in the last one year preceding the date of this Letter of Offer

please refer to “Related Party Transactions” as described in “Note no. 30 ” of the Auditor‘s Report on Page 68 of this Letter of Offer.

• There are no financing arrangements whereby our Promoter Group, the Directors of companies forming a part of our Promoters, our

Directors and their relatives, have financed the purchase by any other person of securities of our Company other than in the normal

course of the business of the Financier during the period of six months immediately preceding the date of filing this Letter of Offer

with SEBI.

• Any clarification or information relating to the Issue shall be made available by the Lead Manager and the Company to the investors

at large and no selective or additional information would be available for a section of investors in any manner whatsoever.

• All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the relevant SCSB, along with complete details of the application in the Issue such as name, address of the applicant, Rights Entitlement, number of Equity

Shares applied for, ASBA Account number and the Designated Branch of the SCSB where the application was submitted by the

ASBA Investor.

• The Company satisfies the following conditions as prescribed under Regulation 57(2) (b) of Part E of Schedule VIII of the ICDR Regulations.

a. The Company has been filing periodic reports, statements and information in compliance with the listing agreement for the

last three years immediately preceding the date of filing this Letter of Offer with the Stock exchange.

b. The reports, statements and information referred to sub-clause (a) above are available on MSE the recognized stock

exchange

c. The Company has investor grievance – handling mechanism which includes meeting of the Shareholder’s or Investor’s

Grievance Committee at frequent intervals, appropriate delegation of power by the board of directors of the Company as

regards share transfer and have clearly laid down systems and procedures for timely and satisfactory redressal of investor

grievances.

• The Lead Manager and the Company shall update this Letter of Offer and keep the shareholders / public informed of any material

changes till the listing and trading commencement and the Company shall continue to make all material disclosures as per the terms of

the listing agreement.

17

SECTION III - INTRODUCTION

SUMMARY OF OUR BUSINESS In this section, unless the context requires otherwise, any reference to “we”, “our” and “us” refers to our Company.

ISSUE DETAILS IN BRIEF

The following is a summary of the Issue. This summary should be read in conjunction with, and is qualified in its entirety by, more

detailed information in section titled “Terms of the Issue” on page 135 of this Letter of Offer.

Rights Entitlement Six(6) Equity Shares for every Five(5) Equity Share held by Non Promoter

shareholders on Record Date

Record Date

Issue Price per Equity Share Each Equity Shares is being offered at a price of Rs. /- per share

Equity Shares outstanding prior to

the Rights Issue

27,36,000 Equity Shares of Rs. 10/- each

Equity Shares proposed to be issued

by our Company

4,80,876 Equity Shares of Rs. 10/- each

Equity Shares after the Rights Issue

of Equity Shares*

3,21,68,760 Equity shares of Rs. 10/- each

Terms of the Issue For more information, refer to Section titled “Terms of the Issue” beginning on page

135 of this Letter of Offer.

Terms of Payment Full payment at the time of application @ Rs. per equity share.

Use of Issue proceeds For further information, please refer to the section titled “Objects of the Issue” on

page 31 of this Letter of Offer.

Risk Factors See “Risk Factors” on page 11 for a discussion of factors you should consider before

deciding whether to buy our Equity Shares

Security Codes:

ISIN:

MSE Scrip Code:

INE292E01017

PIERCLESLI

*Based on the assumption that all shareholders will subscribe in full to their entire Rights entitlement

OVERVIEW

Our Company was originally incorporated as Peirce Leslie (India) Private Limited on 27th

May 1968 at Karnataka and the name of

the Company was changed to Peirce Leslie India Limited vide fresh certificate of incorporation consequent to change of name dated

29th

September 1969 issued by Registrar of Companies, Mysore, Bangalore The registered office of the Company was shifted to the

State of Tamil Nadu at the AGM held on 29th

May 1995.

BRIEF DETAILS OF BUSINESS ACTIVITIES

The principal activities of the Company are as under

i) Hotel Income ii) Clearing and Forwarding Services

iii) Corporate secretarial services

iv) Rental Income

The company has made investments in the following wholly owned subsidiaries

a. Peirce Leslie Surveyors & Assessors Limited

Your Company has invested 100% in Peirce Leslie Surveyors & Assessors Limited, which was established in 2002 at

Chennai and has branches at Kochi, Tuticorin and Mangalore. It is having IRDA license to operate as surveyors for Marine,

Motor, Miscellaneous, Fire & Engineering departments & Loss Assessors for PSU & Private Insurance Companies In India. It is approved /panel member of MMTC, FACT, Lloyd’s Agent etc. The services includes pre-shipment surveys for all kind

of export cargoes, inspection/technical audit of sea food processing plants for HACCP certification, quality certification of

Sea Food Frozen ,cooked products (Organoleptic, Microbiological Parameters), Marine container Inspection/ certification

including Reefer Containers, Insurance risk cover inspection and solutions, claim settlement and recovery services

18

b. Peirce Leslie Agencies Limited

Your Company has invested 100% in Peirce Leslie Agencies Limited. The Company specializes in all forms of cargo

movement providing logistic support to improve the efficiency of the client’s supply chain. It offers Agency services for

owners and charterers of luxury barges, tramp vessels, container carriers, lighters, oil rigs and represents Transamerica

International corporation at Cochin, Tuticorin and Coimbatore for container storage yard and repair facilities. The Company

has expertise in handling passenger vessels on all India basis and include poet and custom clearance, immigration formalities,

supplies, crew sign on/sign off formalities, Disembarkation/ embarkation of passengers and Inland Tours.

The Company is also an authorized custom House Agent at all major ports and inland container Depots. The services include

cargo superintendence in case of bulk cargo, storage in secured/covered warehouses with suitable handling equipment

avoiding pilferage and theft, dispatch, segregation of damaged cargo and repacking on behalf of the importers/exporters.

c. Travel.co.in Limited

Your company has invested 100% in travel.co.in Limited and it has not yet commenced business. It is exploring avenues for

generating income in the travel related business/hospitality sector

d. PL Shipping & Logistics India Limited

Your Company has invested 99.99% of equity in PL Shipping & Logistics India Limited to focus on shipping and Logistics

related business, The Company is yet to commence business.

The Company also has a subsidiary PL Agro Technologies Limited wherein it holds 51.20% of shares.

e. PL Agro Technologies Limited::

Your Company has invested 51.20% in PL Agro Technologies Limited. It is an agricultural input , an eco friendly organic

and speciality-fertilizer Company and has an entire range of products suitable for agriculture and horticulture. It exports its

organic and bio fertilizers to Middle East and Sri Lanka. The company’s Agrochemical division has strategic partnership with

MNCs for Toll formulation and packaging their international brands. The company is the sole importer, repacker and

marketer of Compo GmbH & Co. KG, Germany for their brand of foliar fertilizers in South India.

19

SUMMARY OF FINANCIAL INFORMATION

The following table set forth below indicates a summary of the financial information derived from our financial statements as of and for the

years ended March 31, 2012 and 2011 prepared in accordance with Indian GAAP and the SEBI (ICDR) Regulations, 2009 and are presented

in the chapter titled “Financial Statements” beginning on page 49 of the Letter of Offer. The summary financial information presented below

should be read in conjunction with the financial statements and the notes thereto.

Consolidated Balance Sheet as at 31st March 2012

Particulars Note No 31 Mar 2012 31 Mar 2011

Rs. Rs.

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 2 46,717,000 46,717,000

(b) Reserves and Surplus 3 44,550,993 44,559,713

(2) Share application money pending allotment - -

(3) Non-Current Liabilities 4

(a) Long-term borrowings 4,960,983 5,155,874

(b) Other Long term liabilities - -

(c) Long term provisions 8,626,102 4,273,465

(4) Current Liabilities 5

(a) Short-term borrowings 10,145,883 3,663,682

(b) Trade payables 29,629,200 19,874,666

(c) Other current liabilities 29,428,274 27,623,955

(d) Short-term provisions 997,549 3,307,003

5) Minority Interest 38,195,525 36,361,266

Total 213,251,509 191,536,624

II.Assets

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets 6 77,046,246 73,216,451

(ii) Intangible assets 178,901 207,807

(iii) Capital work-in-progress - -

(b) Non-current investments 7 2,737,122 1,641,540

(c) Long term loans and advances 8 24,692 24,692

(d) Deferred tax assets 3,215,593 4,181,328

(2) Current assets

(a) Current investments - -

(b) Inventories 9 48,648,835 31,427,152

(c) Trade receivables 10 46,061,176 52,146,846

(d) Cash and cash equivalents 11 25,208,535 16,678,240

(e) Short-term loans and advances 12 9,948,497 11,891,690

(f) Other current assets 181,912 120,878

Total 213,251,509 191,536,624

Summary of significant accounting policies 1

The accompanying notes are an integral part of the financial statements.

For and on behalf of the board of directors of Peirce Leslie India Limited V. SUDHAKAR V. VENUGOPAL

MANAGING DIRECTOR DIRECTOR

V.SANKARAN

COMPANY SECRETARY

Chennai

30th May 2012

As per our report of even date

For VARMA & VARMA

CHARTERED ACCOUNTANTS

FRN 04532S

K M SUKUMARAN

PARTNER

Membership No. 15707

20

Consolidated Profit and Loss Statement for the year ended 31st March 2012

Rs.

Particulars Note No Year ended 31

Mar 2012

Year ended 31

Mar 2011

I. Revenue from operations

Sale of services 302,911,467 310,602,733

Other operating revenues 3,868,579 3,517,385

Total 306,780,046 314,120,118

Total Revenue from Operations 306,780,046 314,120,118

II. Other Income 12 9,364,567 7,293,616

III. Total Revenue (I +II) 316,144,613 321,413,734

IV. Expenses:-

Cost of materials consumed 156,476,414 161,867,810

Employee benefit expense 15 54,354,860 44,943,051

Financial costs 16 2,326,105 1,920,516

Depreciation 6,253,846 5,342,157

Other expenses 17 90,383,538 86,186,883

IV -Total Expenses 309,794,763 300,260,417

V. Profit before extraordinary items and tax (III -

IV)

6,349,850 21,153,317

VI. Extraordinary Items

Income tax paid on behalf of erstwhile

subsidiary company

1,060,643 -

VII. Profit before tax (V - VI) 5,289,207 21,153,317

VIII. Tax expense:

(1) Current tax 2,020,203 4,974,813

(2) Previous year 375,378 804,787

(3) Deferred tax 965,735 660,750

IX. Profit (Loss) for the period from continuing

operations (VII - VIII)

1,927,891 14,712,967

Less: Minority interest 1,834,627 6,701,526

X. Profit for the year before appropriations 93,264 8,011,441

APPROPRIATIONS

Income Tax on Dividend - 166,088

Profit for the year 93,264 7,845,353

XI. Earning per equity share:

Basic/Diluted (0.63) 2.27

Summary of significant accounting policies 1

The accompanying notes are an integral part of the financial statements.

For and on behalf of the board of directors of Peirce Leslie India Limited

V. SUDHAKAR V. VENUGOPAL

MANAGING DIRECTOR DIRECTOR

As per our report of even date

For VARMA & VARMA

CHARTERED ACCOUNTANTS

FRN 04532S

K M SUKUMARAN

V.SANKARAN

COMPANY SECRETARY

Chennai PARTNER

Membership No. 15707

30th May 2012

21

2.The following amounts are given to related parties and are meant for day to day office running expenses in branch

levels and share of expenses

Particulars 30/09/2012 31/03/2012

Dues from Subsidiary Companies

Peirce Leslie Agencies Limited 695371 120583

Peirce Leslie Surveyors & Assessors Limited 441116 0

PL Agro Technologies Limited 31109 0

PL Shipping & Logistics India Limited 2030 0

0 0

Total 1169626 120583

22

GENERAL INFORMATION

Dear Equity Shareholder(s),

Pursuant to the resolution passed at the meeting of Board of Directors of our Company held on December 31, 2012 , it has been decided to

make the following offer to the Equity Shareholders of our Company with a right to Renounce.

ISSUE OF [4,80,876] FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“RIGHTS ISSUE EQUITY

SHARES”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ` [●] PER

EQUITY SHARE AGGREGATING UPTO ` LAKHS TO OUR EXISTING NON PROMOTER EQUITY

SHAREHOLDERS ON A RIGHTS BASIS IN THE RATIO OF OF 6 (SIX) EQUITY SHARES FOR EVERY 5 ( FIVE )

FULLY PAID-UP EQUITY SHARES HELD BY THE EXISTING NON PROMOTER EQUITY SHAREHOLDERS ON THE

RECORD DATE, I.E. [●] (“THE ISSUE”). THE ISSUE PRICE FOR THE EQUITY SHARE IS [●] TIMES THE FACE

VALUE OF THE EQUITY SHARE.

Name and address of the Registered Office:

PEIRCE LESLIE INDIA LIMITED

Address: No.37, Dr P V Cherian Crescent Road,

Egmore, Chennai 600 008

Tel. No.: +91- 44-43456509

Fax No.: +91-44- 43456508

Contact Person : Mr. R. Ramesh

Email: ramesh@peirceleslie.com

Website: www.peirceleslie.com

Company Registration No: L93090TN1968PLC034316

Registrar of Companies, Chennai

BLOCK NO.6,B WING 2nd FLOOR

SHASTRI BHAWAN 26,

HADDOWS ROAD, CHENNAI - 600034

PHONE: +91-44-28270071

FAX:+91-44-28234298

Email: roc.chennai@mca.gov.in

Company Secretary

V. SANKARAN,

37, Dr. P.V. Cherian Crescent,

Egmore,

Chennai – 600 008.

Tel: +91-44- 43456502 Fax: ++91-44-43456508

E-mail: peirceleslie@eth.net

Compliance Officer

R.RAMESH,

37, Dr. P.V. Cherian Crescent, Egmore,

Chennai – 600 008.

Tel: +91-44- 43456502 Fax: +91-44- 43456508

E-mail: ramesh@peirceleslie.com

Note: Investors are advised to contact the Registrar to the Issue/Compliance Officer in case of any Pre-issue / Post-issue related

problems such as non-receipt of letters of allotment/ share certificates/ credit of allotted Equity Shares in the respective beneficiary

accounts, refund orders, etc..

23

BANKERS TO THE COMPANY

STATE BANK OF INDIA

18 Greams Road

ALI Centre, Thousandlights

Chennai 600 006

Tel. No.: +91-44-28294723

Fax No.: +91-44-28295058

Contact Person: Mr. Ganesan

Email: sbi.03207@sbi.co.in

AUDITORS OF THE COMPANY

M/s Varma & Varma, Chartered Accountants

Sreela Terrace, Level 4, Unit D

105, I Main Road, Gandhi Nagar\

Adyar, Chennai 600 020

Tel. No.: +91-44-24452239

Fax No.: +91-44-24423496

Contact Person: Mr. Sukumaran

Email : Chennai@varmaandvarma.com

LEGAL ADVISORS OF THE COMPANY

M/s Menon & Pai

41/3321-A, I S Press Road,

Ernakulam - 682018

Tel. No.: +91-484-390780

Fax No.: +91-484-390581

LEAD MANAGER TO THE ISSUE

Munoth Financial Services Limited

Munoth Centre, Suite No. 46 & 47

343, Triplicane High Road,

Triplicane,

Chennai – 600 005.

Tel No: +91-44-28591185

Fax No: +91-44-28591188

Email: cs@munothfinancial.com

Contact Person: A G Nandini

SEBI Regn. No. INM 000003739

Website: www.munothfinancial.com

REGISTRARS TO THE ISSUE

CAMEO CORPORATE SERVICES LIMITED

Subramaniam Building

No.1 Club House Road,

Chennai 600 002

Tel. No.: +91-44-28460390

Fax No.: +91-44-28460394 Email: cameo@cameoindia.com

Contact Person: R D Ramasamy

SEBI Regn No: INR000003753

Website: www.cameoindia.com

Investors may contact the Registrar to the Issue/Compliance Officer in case of any pre-Issue/post Issue related problems.

24

BANKER TO THE ISSUE

HDFC Bank Limited

Address: HDFC Bank Limited, FIG – OPS Department, Lodha, I Think Techno Campus,

O-3, Level, Next to Kanjurmarg Railway Station, Kanjurmarg, Mumbai -42

Tel. No.: +91-22-30752928

Fax No.: +91-22-25799801

Email : uday.dixit@hdfcbank.com

Contact Person: Mr. Uday Dixit

Website: www.hdfcbank.com

SEBI Reg No: INBI00000063

SELF CERTIFIED SYNDICATE BANKERS

The lists of banks that have been notified by SEBI to act as SCSB for the ASBA Process are provided on http://www.sebi.gov.in. For details

on designated branches of SCSBs collecting the ASBA Bid cum Application Form, please refer the above-mentioned SEBI website .

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the SCSB, giving full details such

as name, address of the applicant, number of Equity Shares applied for, Amount blocked, ASBA Account number and the Designated Branch

of the SCSB where the CAF was submitted by the ASBA Investors.

ISSUE SCHEDULE

The subscription will open upon the commencement of the banking hours and will close upon the close of banking hours on the dates

mentioned below:

Issue Opening Date

Last Date for Receiving request for Split CAF’s

Issue Closing Date

The Board or a duly authorised committee thereof may however decide to extend the Issue period, as it may determine from time to time, but

not exceeding 30 days from the Issue Opening Date.

INTER-SE ALLOCATION OF RESPONSIBILITIES

Munoth Financial Services Limited is the sole Lead Manager to the Rights Issue and the responsibilities relating to and coordination and

other activities in relation to the Rights Issue shall be performed by Munoth Financial Services Limited.

CREDIT RATING

As the Issue is of Rights Issue of Equity Shares, credit rating is not required.

IPO GRADING

As the Issue is of Rights Issue of Equity Shares, IPO grading is not applicable.

TRUSTEES

As the Issue is of Equity Shares, the appointment of trustees is not required.

MONITORING AGENCY

As per Regulation 16(1) of the SEBI (ICDR) Regulations, 2009 the requirement of Monitoring Agency is not mandatory if the Issue size is

below ` 50,000 lacs. Since the Issue size is less than ` 50,000 lacs, the Company has not appointed any monitoring agency for this Issue.

However, as per the Clause 49 of the Listing Agreement to be entered into with the stock exchanges upon listing of the equity shares and the

Corporate Governance Requirements, the Audit Committee of the company, would be monitoring the utilization of the proceeds of the issue.

APPRAISING ENTITY

The project has not been appraised by any independent body. All costs and other estimates that form a part of this Letter of Offer are based

on management estimates.

UNDERWRITERS

The present issue is not underwritten.

25

MINIMUM SUBSCRIPTION

If our Company does not receive the minimum subscription of 90% of the Issue, or the subscription level falls below 90%, after the Issue

Closing Date on account of cheques being returned unpaid or withdrawal of applications, our Company shall refund the entire subscription

amount received within 15 days from the Issue Closing Date. If there is delay in the refund of the subscription amount by more than eight

days our Company becomes liable to pay the subscription amount (i.e. 15 days after the Issue Closing Date), our Company shall pay interest

@ 15% for the delayed period, as per the provisions under Section 73 (2) and (2A) of the Companies Act, 1956.

DETAILS OF PRINCIPAL TERMS OF LOANS AND ASSETS CHARGED ARE AS FOLLOWS:-

1. Working capital cash credit limit of Rs. 40 lakhs availed from SBI Overseas Branch, Cochin. The terms & condition are

provided below

Repayable on demand and renewable every year Rate of Interest – 4% above base rate

Margin - Stocks25%, Receivables – 40% (cover period 60 days)

Submission of quarterly stock and receivable statement

Collateral security - 42 cents of land and building in Re. Sy No. 50/2 at Fort Kochi Village, Kochi

2. Inter Corporate Deposit of Rs. 40 lakhs received from M/s. Leslie Agrochem Pvt. Ltd. Which is repayable on demand and

bears 11% interest p.a

3. Inter Corporate Deposit of Rs. 5 lakhs received from M/s. Newbridge Capital Private Limited. Which is repayable on

demand and bears 11% interest p.a

26

CAPITAL STRUCTURE

Our capital structure of our company and related information as on the date of filing of this Letter of Offer is set forth below:

Equity share capital

Sr. No Particulars Nominal Value Aggregate value

A. Authorised Capital

70,00,000 (Seventy Lakhs only) equity shares of Rs.

10/- each )

7,00,00,000 7,00,00,000

B. Issued, Subscribed and Paid up Capital

27,36,000 Equity shares of `10/- each 2,73,60,000 2,73,60,000

C. Rights issue to existing Non Promoter equity

shareholders in terms of this Letter of Offer

4,80,876 Equity shares of `10/- each 48,08,760

D. Paid-Up Capital after the Rights Issue*

32,16,876 Equity Shares of `10/- each fully paid-up 3,21,68,760

E. Share Premium Account

Existing Share Premium Account -

Share Premium Account after the issue assuming

allotment of all Equity Shares Offered -

^

.* Post Issue Shareholding is based on the assumption that all shareholders will subscribe in full to their entire Rights entitlement .

% cumulative Redeemable Preference share capital

Sr. No Particulars Nominal Value Aggregate value

A. Authorised Capital

3,00,000 (Three lakhs only) 8% Redeemable

cumulative preference shares of Rs. 100/- each

3,00,00,000

B. Issued, Subscribed and Paid up Capital

1,93,570 8% shares of `100/- each 1,93,57,000

CLASSES OF SHARES

The Company has two class of share capital i.e. Equity Shares of Rs. 10/- each amd 8% cumulative redeemable preference shares of Rs.

100/- each

1. Notes to the Capital Structure

Details of Authorised Share Capital since incorporation

Date of shareholders approval Particulars of amendment

Incorporation The share capital of the company was Rs. 1,00,00,000/- (Rupees one crore) divided in to

15,000 preference shares of Rs. 100/- each, 4,00,000 equity shares of Rs. 10/- each and

4,50,000 shares of Rs. 10/- each (Unclassified)

EGM dated 28/06/1984 The share capital of the company was Rs. 1,00,00,000/- (Rupees one crore) divided in to

15,000 preference shares of Rs. 100/- each, 6,00,000 equity shares of Rs. 10/- each and

2,50,000 shares of Rs. 10/- each (Unclassified)

EGM dated 18/10/1986 The share capital of the company was increased to Rs. 2,00,00,000/- (Rupees Two

crores) divided in to 20,00,000 equity shares of Rs. 10/- each).

EGM dated 16/05/1994 The share capital of the company was increased to Rs. 10,00,00,000/- (Rupees Ten

crores) divided in to 1,00,00,000 equity shares of Rs. 10/- each).

EGM dated 23/03/2007 The share capital of the company was Rs. 10,00,00,000/- (Rupees Ten crores only)

divided in to 70,00,000 equity shares of Rs. 10/- each and 3,00,000 8% redeemable

preference shares of Rs. 100/- each,

27

2. Share Capital History of the Company:

Type of

security

Date of

Issue/

allotment

No of

equity

shares

allotted

Fac

e

val

ue

Issue

price

Cumulativ

e no of

equity

shares

Nature of

consideration

cash/

consideration

other than cash

Reason for

allotment

Authority to the

issue BM/AGM

/EGM date of

meeting

EQUITY 26/07/1968 1000 10 10000 1000 cash At the time of

incorporation

BM

26/07/1968

EQUITY 1/8/1968 203000 10 2030000 204000 consideration

other than cash

BM

01/08/1968

EQUITY 6/3/1970 196000 10 1960000 400000 Cash IPO

EGM

27/12/1969

EQUITY 2/5/1984 200000 10 2000000 600000 Bonus

BM

02/05/1984

EQUITY 20/12/1993 312000 10 3120000 912000 Cash Pref. allotment

AGM

20/12/1993

EQUITY 26/10/1994 1824000 10 36480000 2736000 Cash Rights

BM

15/04/1994

Type of

security

Date of

Issue/ allotment

No of

equity shares

allotted

Face

value

Issue

price

Cumulative

no of equity

shares

Nature of

consideration

Reason

for allotment

Authority to the

issue BM/AGM

/EGM date of

meeting

9.3%

redeemable

cumulative

preference

shares

27/12/1969 15000 100 1500000 15000 Cash Pref.

shares EGM

9.3%

redeemable

cumulative

preference

shares

2/5/1984 -15000 100-

15000000 Redemption BM

28

Type of security Date of

Issue/

allotment

No of

equity

shares

allotted

Face

value

Issue

price

Cumulative

no of equity

shares

Nature of

consideration

Reason for

allotment

Authority

to the issue

bm/agm

/egmdate

of meeting

8% redeemable

cumulative

preference

shares

3/23/2007 193570 100 19357000 193570 Cash Pref.

shares EGM

3. We have not issued any securities convertible into equity/preference shares

4. There are no rights, preferences and restrictions attached to class of shares mentioned above

5. 2,03,000 equity shares have been allotted as fully paid up pursuant to a contract without payments being received in cash

6. 2,00,000 equity shares have been allotted as fully paid up by way of bonus shares through capitalization of reserves

7. 8% redeemable cumulative preference shares were issued at par to the Holding company Newbridge capital private limited on 23rd

March 2007 and these preference shares are redeemable not later than 10 years.

8. We have not allotted any shares under Section 391 – 394 of the Companies Act, 1956.

9. The Equity Shares of our Company are fully paid up and there are no partly paid up Equity Shares as on the date of this Letter of

Offer.

10. We have no intention to make a further issue of capital by way of issue of Bonus Shares, Preferential Allotment, Rights issue or

Public Issue which will affect the equity capital of the Company during the period commencing from the filing of the Letter of Offer

with the SEBI and the date on which the Equity Shares issued under this Letter of Offer are listed or application moneys are

refunded on account of the failure of the Issue. We have not issued any shares during the last one year.

11. The present Issue being rights issue to comply with the minimum public shareholding requirements within the time specified in

securities contracts (Regulation) Rules, 1957 the requirement of promoters contribution and lock-in are not applicable.

12. Shareholding of Promoters and Promoters Group as on December 31, 2012

Sr No Name of the shareholder Total shares held

Number of

shares

As a % of total paid up

capital

1 Newbridge Capital Private

Limited

21,51,074 78.62

2 Anna Lakshmi 525 0.02

3 M Ramakrishnan 71,280 2.61

4 V Mohan Chandran 27,288 1.00

5 V Sreekumar 23,550 0.86

6 V Sudhakar 36,003 1.32

7 V Venugopal 25,550 0.93

Total 23,35,270 85.35

* Please refer to point no 14 for note below on Acquisition/off market transfer of shares.

13. Details of shares under Lock-in as on December 31, 2012

None of the Equity Shares of the Company are under Lock-in.

14. Our Promoters & Promoter Group entities and Directors have not sold / purchased any equity shares of our Company during the

preceding twelve months from the date of filing of the Letter of Offer with SEBI.

29

15. Shareholding pattern of the Company as filed with MSE as on December 31, 2012 is as under:

Category of shareholder No. of

shareho

lders

Total No.

of shares

Total No.

of shares

held in

Demateria

lised Form

Total shareholding as a

% of total No. of shares

Shares pledged or otherwise

encumbered

As a % of

(A+B)

As a %

of

(A+B+C

)

Numbe

r of

shares

As a % of Total

No. of shares

(A)Shareholding of

Promoter and Promoter

Group

(1)Indian

Bodies Corporate 5 2151074 0 78.6211 78.6211 0 0

Directors and their relatives 7 184196 71280 6.7323 6.7323 0 0

Sub total 12 2335270 71280 85.3534 85.3534 0 0

(2)Foreign 0 0 0 0 0 0 0

Total shareholding of

Promoter and Promoter group

(A)

12 2335270 71280 85.3534 85.3534 0 0

(B) Public shareholding

(1) Institutions 2 16265 16265 0.5944 0.5944 NA NA

(2) Non-

Institutions

Bodies Corporate 19 17646 11546 0.6449 0.6449 NA NA

Individuals

Individual shareholders

holding nominal share capital

up to Rs. 1 lakh

2026 363087 126498 13.2707 13.2707 NA NA

Individual shareholders

holding nominal share capital

in excess of Rs. 1 lakh

0 0 0 0 0 0 0

Any others (specify)

Hindu Undivided Families 9 1115 1115 0.0407 0.0407 NA NA

Non Resident Indians 11 2297 1277 0.0839 0.0839 NA NA

Trusts 1 320 320 0.0116 0.0116 NA NA

Sub Total 2068 400730 157021 14.6465 14.6465 NA NA

Total Public Shareholding (B)

Total (A) + (B) 2080 2736000 228301 100.0000 100.0000 0 0

(C ) Shares held by

Custodians and against which

Depository Receipts have

been issued

0 0 0 0 0 0 0

Total (A) + (B) + (C) 2080 2736000 228301 100.0000 100.0000 0 0

� As on 31st December 2012, there are 25,07,699 equity shares held by shareholders in physical form. As on March 5, 2013 shares

held by the Promoter numbering 2151074 are dematerialized.

� As on 31st December 2012, there are 2080 shareholders in our Company

16. Details of the Shareholders (other than Promoter and Promoter Group) holding more than one per cent of the share capital

of our company as on December 31, 2012

Sr. No Name of the Shareholders Total shares held

Number of shares As a % of total paid up

capital

1 NIL NIL NIL

17. The Promoters and Directors of the Company and Lead Manager of the Issue have not entered into any buy-back, standby or similar

arrangements for any of the securities being issued through this Letter of Offer.

30

18. The Company has duly complied with the following during the last 3 financial years including the year preceding the date of the

Letter of Offer for the purpose of filing offer document with SEBI under the provisions specified in Part E of the Schedule VIII of

the SEBI (ICDR) Regulations, 2009 Regulations:

a) Provisions of the Listing Agreement with respect to reporting and compliance under Clause 35, 40A, 41 and 49.

b) Provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, with respect to reporting in terms

of Regulation 7 and 8 pertaining to disclosure of changes in shareholding and Regulation 8A (3) pertaining to disclosure of

pledged shares.

c) Provisions of the SEBI (Prohibition of Insider Trading) Regulations, 1992, with respect to reporting in terms of Regulation 13.

19. The Issue will remain open for 15 days. However the Board will have the right to extend the Issue period as it may determine from

time to time but not exceeding 30 days from the Issue Opening Date.

31

SECTION IV: PARTICULARS OF THE ISSUE

OBJECTS OF THE ISSUE

The shares are issued on Rights basis at the ratio of six shares for every five held, exclusively to non promoter shareholders

1. To repay the debts/liabilities of the company

2. To invest in existing subsidiaries through debt route.

3. To comply with the requirement of minimum 25% public shareholding 4. To meet the right issue expenses

The fund requirements and the intended use of the proceeds as described herein are based on management estimates and the same

have not been appraised by any bank or financial institution.

.

FUND REQUIREMENTS

Sr. No Particulars Rs in lacs

1 Repayment of ICD to Leslie Agrochem Pvt. Ltd 40

2 Repayment of ICD to Newbridge Capital Private Ltd 5

3 To close the cash credit a/c with state Bank of India 40

4 Rights Issue Expenses 16

5 To invest in existing subsidiaries through equity/ debt route [●]

TOTAL 101+[●]

MEANS OF FINANCE

Sr. No Particulars Rs. In lacs

1 Right Issue proceeds [●]

Total [●]

DETAILS OF THE OBJECTS:

1. To repay the debts/liabilities of the company

a) The Company has availed working capital cash credit limit of Rs. 40 lakhs from SBI Overseas Branch, Cochin with the

following terms & condition

Repayable on demand and renewable every year

Rate of Interest – 4% above base rate

Margin - Stocks25%, Receivables – 40% (cover period 60 days)

Submission of quarterly stock and receivable statement

Collateral security - 42 cents of land and building in Re. Sy No. 50/2 at Fort Kochi Village, Kochi

b) The Company has taken Inter Corporate Deposit of Rs. 40 lakhs from M/s. Leslie Agrochem Pvt. Ltd. Which is

repayable on demand and bears 11% interest p.a

c) The Company has taken Inter Corporate Deposit of Rs. 5 Lakhs from M/s Newbridge Capital Prvoate Limited which is

repayable on demand and bears 11% interest P.A

The company would be clearing the above dues

2. To meet the Rights Issue expenses.

The expenses of this issue include, among others, Management fees, printing and distribution expenses, Fees to SCSBs fees to ASBA applications, advertisement expenses and listing fees. The estimated issue expenses are as follows:

32

Nature of expenses Amount in Lacs % of total

expenses of the

issue

% of total

issue size

Lead Management fees 5.00 31.25%

Registrars, Auditor, Printers, Postage, Dispatch

expenses, Fees to SCSBs for ASBA applications,

Advertisement & Publicity expenses, travelling

and conveyance

6.00 37.50%

SEBI, Listing expenses, contingencies & other Expenses

5.00 31.25%

Total 16.00 100.00%

3. To invest in existing subsidiaries through debt route

The Company will be investing in the subsidiaries through the debt form. The loan will be payable on demand carrying the

interest rate of 11% per annum for a tenure of 3 years. The Company is of the view that the improvement in performance of

its subsidiaries will benefit the company in future

SCHEDULE OF IMPLEMENTATION AND DEPLOYMENT OF FUNDS

Sr. No Particulars Expected Month of

commencement

Expected Month of

completion

1 Repayment of ICD to Leslie Agrochem

Pvt. Ltd

May 2013 May 2013

2 Repayment of ICD to Newbridge Capital

Private Ltd

May 2013 May 2013

3 To close the cash credit a/c with state

Bank of India

May 2013 May 2013

4 Rights Issue Expenses May 2013

5 To invest in existing subsidiaries through

debt route

May 2013 Dec 2013

BRIDGE LOAN

We have not entered into any bridge loan facility that will be repaid from the Issue Proceeds.

INTERIM USE OF FUNDS

Pending utilization for the purposes described above, we intend to temporarily invest the funds in high quality interest/dividend

bearing liquid instruments including money market mutual funds, deposits with banks for the necessary duration and other investment

grade interest bearing securities as may be approved by the Board.Such transactions would be at the prevailing commercial rates at the

time of investment. We may also apply a part of the Issue Proceeds, pending utilization for the purposes described above, towards our

working capital requirements. Should we utilize the funds towards our working capital requirements, we undertake that we will ensure consistent and timely availability of the Issue Proceeds so temporarily used to meet the fund requirement for the objects of the Issue

contained herein.

MONITORING UTILISATION OF FUNDS

The Audit Committee appointed by the Board of Directors will monitor the utilization of the proceeds of the Issue. As required under clause 43 of the Listing Agreement, we will disclose the details of the utilization of the Issue proceeds periodically, including interim

use, under a separate head in our financial statements specifying the purpose for which such proceeds have been utilized.

Except as mentioned above, no part of the proceeds from the Issue will be paid by us as consideration to our Promoters, our Directors,

Promoter group companies or key managerial employees, except in the normal course of our business.

33

STATEMENT OF TAX BENEFITS

To

The Board of Directors

Peirce Leslie India Ltd

37, Dr. P. V. Cherian Crescent,

Egmore,

Chennai- 600008

India

Dear Sirs,

Sub: Certification of statement of Possible Tax Benefits in connection with Rights Issue by Peirce Leslie India Ltd (“the

Company”) under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009

(“the Regulations”)

We, the statutory auditors of the Company have been requested by the management of the Company having its registered office at the

above mentioned address to certify the statement of tax benefits available to the Company and its shareholders under the provisions of

the Income-tax Act, 1961 and Wealth Tax Act, 1957 presently in force in India as of date in connection with the proposed Rights Issue of the Company.

The benefits discussed in the enclosed statement are neither exhaustive nor conclusive. The above Statement of Possible Direct Tax

Benefits sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax

consequences of the purchase, ownership and disposal of ordinary shares. The contents stated in the Annexure are based on the information, explanations and representations obtained from the Company.

This statement is only intended to provide general information to guide the investors and is neither designed nor intended to be a

substitute for professional tax advice. A shareholder is advised to consult his/ her/ their own tax consultant with respect to the tax

implications of an investment in the equity shares particularly in view of the fact that certain recently enacted legislations may not

have a direct legal precedent or may have a different interpretation on the benefits, which an investor can avail. We do not express any

opinion or provide any assurance as to whether:

• the Company or its Shareholders will continue to obtain these benefits in future;

• the conditions prescribed for availing the benefits have been / would be met with; or the revenue authorities/courts will concur with

the views expressed herein.

Our views are based on the existing provisions of law and its interpretations, which are subject to change from time to time. We do not

assume responsibility to up-date the views of such changes.

This statement is intended solely for your information and for inclusion in the Draft Letter of Offer in connection with the proposed

Rights Issue of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent.

For Varma & Varma

Chartered Accountants

FRN004532S

K.M . Sukumaran

Senior Partner

M No: 15707

Place: Chennai

Date: February 4, 2013

34

ANNEXURE

Statement of Tax Benefits available to the Company & its Shareholders under the IT Act and other Direct Tax Laws presently

in force in India:

I. Benefits available to the Company

1. The Company has brought forward accumulated business loss of Rs.2.31 Crores, unabsorbed depreciation of Rs.0.39 Crores

and Capital loss of Rs.2.69 Crores as on 1st April,2012 as per the Income Tax Return filed by the Company from the

Assessment year 2002-03 to 2007-08 and Assessment year 10-11 to 12-13. The said amount would be available for

adjustment against future profits under Section 72 of the Income Tax Act, 1961. However, the Company would be liable to

pay Minimum Alternate Tax (MAT) under Section 115 JB of the Income Tax Act, 1961, wherever applicable.

As per Section 10(34) of the IT Act, any income by way of dividends referred to in Section 115 –O (i.e. dividends declared,

distributed or paid on or after 1st April, 2003 by domestic companies) received on the shares of any company is exempt from

tax. However, such income will be subject to the provision of section 14A and section 94 sub-section( 7) and (8) of the IT

Act.

As per Section 10(35) of the IT Act, the following income will be exempt in the hands of the Company;

(a) Income received in respect of the units of a Mutual Fund specified under clause (23D) of Section 10; or

(b) Income received in respect of units from the Administrator of the specified undertaking; or

(c) Income received in respect of units from the specified company.

However, this exemption does not apply to any income arising from transfer of units of the Administrator of the specified

undertaking or of the specified Company or of a mutual fund, as the case may be. However such income will be subject to the

provision of section 14A of the IT Act.

2. Capital Gains

(i) As per Section 10(38) of the IT Act, long term capital gains arising to the company from the transfer of long term

capital asset being an equity share in a company or a unit of an equity oriented fund where such transaction is

chargeable to Securities Transaction Tax (STT) will be exempt in the hands of the Company. However, such income

shall be taken into account in computing Minimum Alternative Tax on book profit under section 115JB of the IT Act.

For this purpose “Equity Oriented Fund” means a fund:

a. where the investible funds are invested by way of equity shares in domestic companies to the extent of more

than sixty five percent of the total proceeds of such funds; and

b. which has been set up under a scheme of a Mutual Fund specified under Section 10(23D) of the ITA.

(ii) Long term capital loss arising during a year is allowed to be set-off only against long term capital gains in terms of

section 70 of the IT Act. Balance loss, if any, shall be carried forward and set-off against long term capital gains arising

during subsequent 8 assessment years in terms of the provisions of section 74 of the IT Act. Long term capital loss

arising on sale of share or units of equity oriented fund subject to STT may not be carried forward for set off.

3. Business Losses

Business losses (other than speculative loss), if any, arising during a year can be set off against the income under any other head

of income, other than income under the head salaries in terms of the provisions of section 71 of the ITA. Balance business loss

can be carried forward and set off against business profits for 8 subsequent years in terms of the provisions of section 72 of the IT

Act.

4. Depreciation

The Company is entitled to claim depreciation on specified tangible and intangible assets owned and used by it for the purpose of

its business as per provisions of Section 32 of the IT Act. Unabsorbed depreciation, if any, under section 32(2) of the IT Act can

be carried forward and set off against any source of income in subsequent years as per provisions of the IT Act.

35

5. Securities Transaction Tax

Under Section 36(1)(xv) of the IT Act, STT paid in respect of the taxable securities transactions entered into in the course of the

business is allowed as a deduction if the income arising from such taxable securities transactions is included in the income

computed under the head ‘Profit and gains of business or profession’. Where such deduction is claimed, no further deduction in respect of the said amount is allowed while determining the income chargeable to tax as capital gains.

6. Section 115-O- Tax on distributed profits of domestic companies.

The tax rate is 15% (plus applicable surcharge and education cess). As per sub-section (1A) to section 115O, the domestic

company will be allowed to setoff the dividend received from its subsidiary company during the financial year against the

dividend distributed by it, while computing the Dividend Distribution Tax (DDT) if:

• the dividend is received from its subsidiary;

• the subsidiary has paid the DDT which is payable on the dividend distributed;

Provided that the same amount of dividend shall not be taken into account for reduction more than once. For the purpose of this sub-section, a company shall be a subsidiary of another company, if such other company holds more than half in nominal

value of the equity share capital of the company. Further dividend paid to any person for the New Pension System Trust

referred to in clause (44) of section 10 of the IT Act will be reduced from the distributed profits of the domestic company.

II. Tax Benefits available to shareholders of the Company under the IT Act

A. Resident shareholders

1. Dividends

Under Section 10(34) of the IT Act, dividends (both interim and final), if any, received by the resident members / shareholders from the Company is exempt from tax. However, such income will be subject to the provision of section 14A

and section 94 sub-section (7) and (8) of the IT Act.

2. Minor Children

Under Section 10(32) of the IT Act, any income of minor child who is a shareholder of the Company is clubbed in the total

income of the parent under Section 64(1A) of the IT Act. Such income will be exempt from tax to the extent of ` 1,500 per

minor child whose income is so included in the income of the parent.

3. Capital Gains

• The long-term capital gains (under section 2(29B) of the IT Act) accruing to the shareholders of the Company on sale

of Company’s shares in a transaction carried out through a recognized stock exchange in India, and where such

transaction is chargeable to Securities Transaction Tax (“STT”), is exempt from tax as per provisions of Section 10(38)

of the Act.

• As per Section 111A of the IT Act, short term capital gains arising to the Company from the sale of equity share or a

unit of an equity oriented fund transacted through a recognized stock exchange in India, where such transaction is

chargeable to securities transaction tax, will be taxable at the rate of 15% (plus education cess).

• As per Section 112 of the IT Act, LTCG not exempt under Section 10(38) of the IT Act are subject to tax at the rate of

20% (plus applicable surcharge and education cess) with indexation benefits. However, if such tax payable on transfer of

listed securities or units or zero coupon bonds exceed 10% (plus applicable surcharge and education cess) of the LTCG

(without indexation benefit), the excess tax shall be ignored for the purpose of computing the tax payable by the

assessee. Further, long term capital gains arising on transfer of unlisted securities is liable to tax at the rate of 10% (plus

applicable surcharge and education cess) without indexation benefits.

36

• As per Section 54EC of the Act, capital gains up to ` 50 Lakhs, per annum arising from the transfer of a long term

capital asset are exempt from capital gains tax provided such capital gains are invested within a period of 6 months after

the date of such transfer in specified bonds issued by NHAI and REC and subject to the conditions specified therein.

• Shareholders that are individuals or Hindu undivided families can avail of an exemption under Section 54F of the IT

Act, by utilization of the net consideration arising from the transfer of the Company’s shares held for a period of more

than 12 months (which is not exempt under Section 10(38)), for purchase / construction of a residential house within the

specified time period and subject to the fulfillment of the conditions specified therein.

• As per Section 70 read with Section 74 of the IT Act, short term capital loss arising during a year is allowed to be set-

off against short term as well as long term capital gains. Balance loss, if any, shall be carried forward and set-off against

any capital gains arising during subsequent 8 assessment years. Long term capital loss arising during a year is allowed to

be set-off only against long term capital gains. Balance loss, if any, shall be carried forward and set-off against long term

capital gains arising during subsequent 8 assessment years. Long term capital loss arising on sale of share or units of

equity oriented fund subject to STT may not be carried forward for set off.

• As per provisions of Section 56(2)(vii) of the Act and subject to exception provided in second proviso therein, where an

individual or HUF receives shares and securities without consideration or for a consideration which is less than the

aggregate fair market value of the shares and securities by an amount exceeding fifty thousand rupees, the excess of fair

market value of such shares and securities over the said consideration is chargeable to tax under the head “income from

other sources.”

B. Tax Treaty Benefits

As per provisions of Section 90(2) of the Act, non-resident shareholders can opt to be taxed in India as per the provisions of

the Act or the double taxation avoidance agreement entered into by the Government of India with the country of residence of

the non-resident shareholder (including Non-Resident Indian) or the Act, whichever is more beneficial.

Any person wanting to claim benefits under any such Tax Treaty will not be able to claim any benefits unless a certificate,

containing such particulars as are prescribed of his being a resident in any country outside India or a territory outside India, is

obtained by him from the Government of that country or specified territory.

The characterization of the gain / losses, arising from sale / transfer of shares as business income or capital gains would

depend on the nature of holding and various other factors.

C. Non-resident shareholders other than Foreign Institutional Investors- Non-resident Indian

A non-resident Indian (i.e. an individual being a citizen of India / person of Indian origin who is not a ‘resident’) has an option to be

governed by the provisions of Chapter XII-A of the Income Tax Act, 1961 viz. “Special Provisions Relating to Certain Incomes of

Non- Residents” which are as follows :

• As per provisions of Section 115E of the IT Act, LTCG arising to a NRI from transfer of specified foreign exchange assets

is taxable at the rate of 10% (plus applicable surcharge and education cess). Also, the income (other than dividend which is exempt under Section 10(34)) from investments and LTCG (other than gain exempt under Section 10(38)) from assets (other

than specified foreign exchange assets) arising to a NRI is taxable at the rate of 20% (plus applicable surcharge and education

cess). No deduction is allowed from such income in respect of any expenditure or allowance or deductions under Chapter VI-

A of the IT Act.

• As per Section 115F of the IT Act, LTCG arising to a NRI on transfer of a foreign exchange asset is exempt from tax if the

net consideration from such transfer is invested in the specified assets or savings certificates within six months from the date

of such transfer, subject to the extent and conditions specified in that section.

• As per provisions of Section 115G of the IT Act, where the total income of a NRI consists only of income / LTCG from

such foreign exchange asset / specified asset and tax thereon has been deducted at source in accordance with the Act, the NRI

is not required to file a return of income.

• As per provisions of Section 115H of the IT Act, where a person who is a NRI in any previous year, becomes assessable as

a resident in India in respect of the total income of any subsequent year, he / she may furnish a declaration in writing to the

assessing officer, along with his / her return of income under Section 139 of the IT Act for the assessment year in which he /

she is first assessable as a resident, to the effect that the provisions of the Chapter XII-A shall continue to apply to him / her

37

in relation to investment income derived from the specified assets for that year and subsequent years until such assets are

transferred or converted into money.

• As per provisions of Section 115I of the IT Act, a NRI can opt not to be governed by the provisions of Chapter XII-A for

any assessment year by furnishing return of income for that assessment year under Section 139 of the IT Act, declaring

therein that the provisions of the chapter shall not apply for that assessment year. In such a situation, the other provisions of

the IT Act shall be applicable while determining the taxable income and tax liability arising thereon.

• In accordance with proviso to section 48 of the IT Act, capital gains arising out of transfer of capital assets being shares in the company acquired in foreign currency, shall be computed by converting the cost of acquisition, expenditure in connection with such

transfer and the full value of the consideration received or accruing as a result of the transfer into the same foreign currency as was

initially utilised in the purchase of the shares and the capital gains computed in such foreign currency shall be reconverted into Indian

currency, such that the aforesaid manner of computation of capital gains shall be applicable in respect of capital gains accruing/arising

from every reinvestment thereafter and sale of shares or debentures of an Indian company including the Company.

Other benefits such as exemption U/s 10 (34), 54EC, 54F, Set off of losses U/s 71 read with 74 of the IT act as explained are also

equally applicable to Non- resident individuals.

D. Non-resident shareholders Foreign Institutional Investors

1. Dividend

As per provisions of Section 10(34) of the Act, dividend (both interim and final), if any, received by a shareholder from a

domestic Company is exempt from tax. However such income will be subject to theprovision of section 14A of the IT Act.

2. Capital gains

• As per provisions of Section 115AD of the Act, income (other than income by way of dividends referred to Section 115-O)

received in respect of securities (other than units referred to in Section 115AB) is taxable at the rate of 20% (plus applicable

surcharge and education cess and secondary & higher education cess). No deduction is allowed from such income in respect

of any expenditure or allowance or deductions under Chapter VI-A of the Act.

• The long-term capital gains accruing to the shareholders of the Company on sale of the Company’s shares in a transaction

carried out through recognized stock exchange in India, and where such transaction is chargeable to STT, is exempt from tax

as per provisions of Section 10(38).

• The short-term capital gains accruing / arising to the members of the Company on sale of the Company’s equity shares in a

transaction carried out through recognized stock exchange in India and where such transaction is chargeable to STT, tax will

be chargeable at 15% (plus applicable surcharge and education cess) as per provisions of Section 111A. In other case, i.e.

where the transaction is not subjected to STT, as per the provisions of Section 115AD of the Act, the short term capital gains

would be chargeable to tax at 30% plus applicable surcharge and education cess.

• As per the provisions of Section 115AD of the Act, long term gains accruing to the shareholders of the Company from the transfer of shares of the Company being listed in recognized stock exchanges and purchased in foreign currency, are

chargeable to tax at 10% (plus applicable surcharge and education cess). The benefit of indexation and the adjustment with

respect to fluctuation in foreign exchange rate would not be allowed to such shareholders. Long term capital gains arising

from sale of shares or units of equity oriented fund which has been subjected to security transaction tax are exempt u/s.

10(38) even in the hands of FII.

• As per Section 54EC of the IT Act, capital gains arising up to ` 50 Lakhs per annum from the transfer of a long term capital

asset are exempt from capital gains tax. Such capital gains are invested within a period of 6 months after the date of such

transfer in specified bonds issued by NHAI and REC and subject to the conditions specified therein.

• As per section 196D(2) of the Act, no deduction of tax at source will be made in respect of income by way of capital gain

arising from the transfer of securities referred to in section 115AD.

38

3. Tax Treaty

• As per provisions of Section 90(2) of the Act, FIIs can opt to be taxed in India as per the provisions of the Act or the double taxation avoidance agreement entered into by the Government of India with the country of residence of the FII, whichever is

more beneficial.

• Any person wanting to claim benefits under any such Tax Treaty will not be able to claim any benefits unless a certificate,

containing such particulars as are prescribed of his being a resident in any country outside India or a territory outside India, is

obtained by him from the Government of that country or specified territory.

III. Benefits available to Mutual Funds

• Dividend income : Dividend income, if any, received by the shareholders from the investment of mutual funds in shares of a

domestic Company will be exempt from tax under section 10(34) read with section 115O of the Act.

As per the provisions of Section 10(23D) of the Act, any income of Mutual Funds registered under the Securities and

Exchange Board of India Act, 1992 or Regulations made thereunder, Mutual Funds set up by public sector banks or

public financial institutions and Mutual Funds authorised by the Reserve Bank of India would be exempt from income tax,

subject to the conditions as the Central Government may by notification in the Official Gazette specify in this behalf.

IV. Venture Capital Companies / Funds

In terms of section 10(23FB) of the Income Tax Act, 1961 all Venture capital companies/ funds registered with Securities

and Exchange Board of India, subject to the conditions specified, are eligible for exemption from income tax on all their

income, including dividend from and income from sale of shares of the company.

V. Benefits available to the shareholders under the Wealth Tax Act, 1957

Wealth tax is chargeable on prescribed assets. Shares in a company, held by a shareholder are not treated

as an asset within the meaning of Section 2(ea) of the Wealth Tax Act, 1957 and hence, wealth tax is not

applicable on shares held in a company.

VI. Gift Tax Act, 1958

Gift tax is not leviable in respect of any gifts made on or after October 1, 1998.

Note: All the above benefits are as per the current tax laws and will be available only to the sole / first

name holder where the shares are held by joint holders.

39

KEY INDUSTRY REGULATIONS

There are no industry regulations applicable specific to the activities for which the funds are being raised by our Company in this Issue, other

than those currently applicable to the business of our Company.

INTEREST OF PROMOTERS AND DIRECTORS

None of our Directors or Promoters have any interest in any Objects of the Issue for which the Issue Proceeds are proposed to be utilised. All

our Directors may be interested in the Equity Shares already held by them

The Director(s) may have further interest to the extent of any dividend payable to them and other distributions in respect of the Equity Shares.

Our Directors may be deemed to be interested to the extent of fees payable to them for attending meetings of the Board and reimbursement of

expenses payable to them and to the extent of remuneration package payable to our Managing Director and Executive Director(s) for their

services as Managing Director and Executive Director(s) respectively of our Company, if any.

40

SECTION V – ABOUT THE ISSUER COMPANY

OUR BUSINESS

A Hotel Income

The Company had entered into an agreement with M/s Neemrana Hotels pvt Limited and converted Tower House, the Company owned

bungalow at Fort Kochi, into a Boutique Hotel catering to International Tourists. The hotel has still not got the heritage classification from

Ministry of Tourism.

As per the agreement entered with the hotel, the company would be entitled to:

� 20% of the Net Room Revenue ( Gross Room Revenue less any taxes added to customers’ bills and paid to local, state or federal

authorities, discounts and commission paid to Travel agents), plus

� 20% of the Net Revenue from Food and Beverage that is not outsourced (Gross Room Revenue) less any taxes added to customer’s

bills and paid to local, state or federal authorities, discounts and commission paid to Travel Agents), plus

� 50% of the Net Revenue for outsourced Food and Beverage (Gross Food and beverage revenue less cost of outsoucing food and

beverages, any taxes added to customers’ bills and paid to local, state and federal authorizes and discounts), plus

� 50% of the Net Miscellaneous Income (Gross Miscellaneous Revenue less cost of such services any taxes added to customers’ bills

and paid to local, state or federal authorities, discounts and commission paid),

Or Rs. Twenty Four lakhs per year (the Minimum Amount) whichever is greater.

The company continues to get the minimum guaranteed amount with effect from May 2010 as provided under the Agreement.

B Clearing and Forwarding Services

The Company also provides clearing and forwarding services at Cochin which includes CHA fee from PL Shipping & Logistics Pvt Limited

and container storage fee, ship Management fee and Steamer Agency Fee from various other parties.

C. Corporate Secretarial Services :

The Company is involved in providing corporate secretarial services like payroll services to PL Worldways Limited and M+R Logistics India

Private Limited.

D. Rental Income

The company operates its office out of the 1st floor of the building at Chennai as Head office. The Company has given part of its property at

Head office and leased property at Kochi to various agencies on rent.

Details of Rent Received – 31.03.2012

Amount in

Rs.

Head Office:

from PL Worldways Limited on Chennai Office 1375000

Paracor Adv 87500

Peirce & Leslie Travel Pvt Ltd 87500

Rent Received at Kochi:

APL Agencies Pvt Ltd,Kochi 885124

John Philip & CO 78120

Tatasons Ltd 90000

Peirce Leslie Agencies Ltd 72000

41

Peirce Leslie Surveyors & Assessors Ltd 72000

KVN Impex Pvt Ltd 369600

Lorenzo Vetrified Tiles Pvt LTd 90000

Admiral Marine Services Pvt Ltd 1000

Total 3207844

Details of Rent Paid – Y.E 31.03.2012

Mangalore :

Paid to New Mangalore Port for Dock Site 7922

Head Office : Office Rent

Rent and Sub-lease levy paid to Cochin Port

Trust for 99.99Cents at W.Island, Kochi 331185

Add : Sub-Lease Levy Paid 46996

Add : Sub-Lease Levy Paid 34112 412293

Total 420215

Land and property of the Company

Sr.

No

Location Period of

Lease/

agreement

Lease Rent

given

Area Owned/Leased Lease rent

/Advance

taken

Purpose

1 M/s The Tower

House, Vascoda

Gama Square

Tower Road, Fort

Kochi, Kochi -

682001

7 years with

effect from

01/04/2008

42 cents Owned The

company has

entered in to

an agreement

with M/s.

Neemrana

Hotels

Private

Limited to

convert the

property in to

a boutique

hotel.

2 Door No. 37/25,

Victoria Cresent

Road, Egmore,

Chennai – 600 008

3500 sqft of

ground floor

given on lease

rent to PL

waterways

Limited for

19 months

with effect

from

01/09/2011

7257 sqft Owned Re.

1,25,000/--

per month

The property

is having

ground and

first floor,

The first

floor is for

own use and

the ground

floor has

been given

on rent

42

3 Mamally works,

(PO) Feroke,

Kozhikode –

673631

492.42 cents

of land in Re.

Sy Mo.

143/1,2,6,7

Owned and

an MOU has

been signed on

23/04/2008

with Green

Bird

Developers

Private

Limited to sell

the property

Total value

of Rs.

9,85,50,000/-

out of which

Rs.

1,00,00,000/-

was taken as

advance

The

buildings are

now used as

office and

are in

detoriated

condition

and is due

for

renovation

and

maintenance

4 Plot No. 6 of

Cochin Port Trust,

Bristow Road,

Cochin – 682 003.

30 years of

lease taken

from 9th

May

1988 to 8th

May 2018. It

is a single

storey

building of

24000 sqft

area and is

subleased out

.

99.77 cents Leased and

owner is

Cochin Port

Trust

DETAILS *

* The break down of its utilisation are as follows :

Sl No Lessee Area (sq.ft) Rental rate (per sq.ft)

1 PLAL/PLSA(Office) 3600 4.44

2 PLAL(Warehouse) 4700 NIL

3 APL(Office) 3600 20.58

4 John Philip (Office) 400 17

5 KVN Impex 1 (Warehouse) 7700 4

6 KVN Impex 2 (Warehouse) 3000 7.67

7 Maintenance use ( Generator etc.) 1000 nil

Details of Insurance taken by the Company

Details of cover Sum Assured Expiry date Policy Insured with

Money Insurance 305000/ 05/04/2013 2012-M0099930-FMY Future Generali India

Insurance company Limited

Fidelity Guarantee Insurance 100000/- 05/04/2013 2012-L0017066-FFG Future Generali India

Insurance company Limited

Group Personal Accident

Insurance

1400000/-- 05/04/2013 2012-A0130390-FGP Future Generali India

Insurance company Limited

Fixed Assets – Fire Insurance-

cochin branch

5200000/- 04/04/2013 2012-F0051006-FIR Future Generali India

Insurance company Limited

Fixed Assets – Burglary (House

Keeping) Cochin Branch

1200000/- 04/04/2013 2012-B0012902-FBG Future Generali India

Insurance company Limited

Fixed Assets –Fire Insurance

(Mamally, Calicut Branch)

3049300/- 04/04/2013 2012-F0051009-FIR Future Generali India

Insurance company Limited

Fixed Assets – Burglary

(Mamally, Calicut Branch)

165000/- 04/04/2013 2012-B0012904-FBG Future Generali India

Insurance company Limited

Fixed Assets – Fire Insurance (

Chennai, Head office)

5325000/- 04/04/2013 2012-F0050994-FIR Future Generali India

Insurance company Limited

Fixed Assets – Burglary (House

Breaking) (Chennai, Head

office)

2770000/- 04/04/2013 2012-B0012898-FBG Future Generali India

Insurance company Limited

B. Claims made if any, with details - NIL -

43

HISTORY AND CORPORATE STRUCTURE OF THE COMPANY

History and Development of the Company:

Peirce Leslie Limited has its origin in 1862 in the partnership formed between Patrick Leslie and Robert Peirce, both expatirates. The

partnership was run under the name of P.L and Company and was actively involved in the manufacturing and trading in coffee, coir, cashews,

coconut and spices. The partnership has undergone several changes since then and culminated with the formation of the Indian Company in

1968 with a paid up capital of Rs. 10,000/- (Rupees Ten thousand only)

Peirce Leslie India Limited took over the Indian assets and liabilities of P.L and Company, United Kingdom. This take over was settled with

an issue of 2,03,000 equity shares of Rs. 10/- each for consideration other than cash . In 1969, the private limited company became a deemed

public limited company as per the provisions of the Indian Companies Act, 1956.

In 1970, Peirce Leslie India Limited made a public offering of equity and cumulative convertible preference shares and the same was listed

on the stock exchange of Madras. In 1984, the Company allotted 2,00,000 equity shares of Rs. 10/- each as bonus shares in the ratio of one (

1) equity share for every two(2) shares held to the then existing shareholders.

In 1993, the Company allotted 3,12,000 equity shares of Rs. 10/- each on preferential allotment to Peirce Leslie, UK

In 1994, the Company made a rights issue of 18.24 lac equity shares of Rs. 10/- each for cash at a premium of Rs. 10/- per share aggregating

to Rs. 3,64,80,000 in the ratio of 2 equity shares for every one share held to the then existing shareholders

The registered office of the Company was shifted to the state of Tamil Nadu in the AGM held on 29th May 1995.

The company decided to segregate major divisions of the company into subsidiaries enabling the individual companies to focus their efforts

on a particular activity. To focus the company’s increasing business in agro based activities, a separate 100% subsidiary PL Agro

Technologies was formed

In 1995, a new subsidiary Company Peirce Leslie Cashews and Coffee Limited was formed to handle cashew and coffee business and in

1996 cashew factory at Karaparamba, Calicut was awarded the ISO 9002 certification and in same year. PL Worldways Limited and PL

International Limited became subsidiaries of the Company

In 1997, a new subsidiary Peirce Leslie Freight systems limited was formed to take care of clearing, warehousing etc .In the year 2002-03,

the company’s name was changed to Premier Airfreights Limited and in the year 2005-06, the company was restructured to take care of the

shipping related activities and the name was changed to Peirce Leslie Agencies Limited.

In the financial year 2005—06, the Company acquired travel.co.in private Limited anticipating the growth potential in the online travel

activity with a plan to tie-up with a travel agency to make an entry into the online ticketing and other travel related business, which was

converted in to public limited company in the financial year 2007-08

In the financial year 2006-07, the Company acquired the entire shares of Peirce Leslie Surveyors & Assessors Limited which is one of the

pioneers of marine survey activities.

In 2007, the Company had entered into an agreement with M/s Neemrana Hotels Private Limited to convert Tower House, the Company

owned bungalow at Fort Kochi into a Boutique Hotel catering to International/ Domestic tourists.

In August 2010, Peirce Leslie Cashews and Coffee Limited’s application for dissolution on the ground that the Company is not carrying on

any operations was approved vide letter dated August 13, 2010 and the name was struck from the Registrar of Companies, Tamil Nadu

Main objects of the Company

1. To acquire and take over as a going concern the trading and certain other business now carried on in India by Peirce Leslie & Co.,

Limited and all or any of the assts and liabilities of that business used in connection therewith or belonging therto, and with a view

thereto to enter into, adopt and carry into effect, with or without modification, an agreement already prepared and expressed to be

made between Peirce Leslie & Co., Limited of the one part and th Company of the other part and which for the purpose of

identification , has been initialed by Mr. A.S. Parmeswaran.

2. To carry on business as producers, buyers, importers, processors, manufacturers, refiners, packers, exporters, sellers of and dealers

in raw cashew nuts, cashew kernels, cashew nut shell liquid and any other materials or products derived or manufactured therefrom.

3. To prepare treat, cure, manipulate, manufacture and render marketable on account of the company or any others, tea, coffee,

cardamom, cocoa, cashews, pepper, timber and rubber and to buy sell export, dispose of and deal in any such produce, either in its

prepared, processed, cured, manufactured or raw state and either by wholesale of retail

To prepare treat, Cure m manipulate, manufacture and render marketable on account of the Company or any others, marine products

plantation crops, agricultural and hill produce such as fish, prawn, lobster, froglegs, rubber, tea;. Coffee, cardamom, cocoa,

44

cashews, pepper, groundnut, soyabean, sunflower, timber and to buy, sell, export, dispose of and deal in these either in their

prepared, processed, cured, manufactured or raw state and either by wholesale or by retail,

4. To carry on business as manufacturers, exporters, importers, buyers and sellers of, and dealers in coir fibre, coir yarn, coir rope, coir

mats and matting, coir nets, and other coir products, palmyra fibre, canvas, hessians, sisal, jute, rubber, hosepipes, sails, webs,

webbing, cables, repe, cord, twine, mats, wrappings, carpets, tarpaulins, belting, sacking, leather, sacks and bags.

5. To carry on the business of manufacturers, importers, buyers and sellers of and dealers in fertilizers, manures, dips, sprays,

disinfectants, vermifuges, fungicides, insecticides, weedicides and pesticides.

6. To carry on the business of manufacturers, importers, buyers and sellers of and dealers in colouring materials, pigments and flakes,

paints, varnishes, rubber, chemicals, plastic and resinous materials, glues and adhesive composites, plasticizers and auxiliaries,

surface active agents, coating resins, solvents and all types of acids.

7. To carry on the business as importers, buyers and sellers of and dealers in and agents for the sale and sistribution of petrol, diesel

oil, kerosene, lubricating oils, diluent oils and other petroleum products.

8. To carry on business as manufacturers, exporters, importers, buyers and sellers of and dealers in synthetic fibres, filaments, plastics,

fiberglass and all kinds of organic chemical products including petro-chemicals and hydrocarbons, tanks, containers, pipes, boats,

and other articles, equipments and products derived or manufactured therefrom.

9. To carry on business as buyers and sellers, importers of and dealers in bulbs, wires, cables, batteries, tools and agricultural

implements, sprayers, pumps, vehicles, vessels and all kinds of machinery, spare parts, accessories and equipments and all other

requisites that may be required by tea, coffee and rubber estates.

10. To carry on business as manufacturers, buyers, sellers, exporters and importers of and dealers in boxes, cases, cartons, bins, tubes,

crates, packing cases, cans, bale strapping systems, bags, containers, and fittings therefor of every kind, whether made of metal,

wood, cardboard, leather, fibre, rope, coir ,plastic, fiberglass or other natural or synthetic material.

11. To carry on business as manufacturing and wholesale and retail stationers, map and plan makers, printers, publishers, lithographers,

book-binders, envelope manufacturers, account book manufacturers, machine rulers, block makers, advertising agents and experts,

designers, draughtsmen and sign makers.

12. To carry on business as manufacturers, buyers and sellers of and dealers in papers, cardboard, parchments, vellum, pencils, chalks,

inks, colours, watercolours, envelopes, fountain pens, nibs, books, bottles, seals, wax, show cards, carbon papers, type writer

ribbons, stencils and stencil plates, drawing materials and requisites, labels, calendars, date and time recorders, and office

equipment and requisites generally.

13. To carry on business as aircraft owners, boat owners, barge owners, fighter men and carriers of goods, charterers of ships and

aircraft, stevedores, wharfingers, Carmen, carting contractors and agents, cargo superintendents, shippers, packers, hauliers, motor

car proprietors, garage proprietors and hob masters and to undertake the transport, custody and warehousing of merchandise, goods

and materials.

14. To carry on business as agents for airlines, aircraft proprietors, aerial spraying operators, railways, shipping lines and ship owners,

coach and omnibus proprietors, and other carriers and transporters.

15. To carry on business as tourist agents and contractors, and to facilitate travelling and to provide for tourists and travelers and to

promote the provision of conveniences of all kinds in the way of through tickets, circular tickets, sleeping cars or berths, reserved

places, hotel and lodging accommodation, baggage transport, guides, safe deposits, inquiry bureaus and otherwise.

16. To carry on business as insurance brokers and agents in respect of all classes of insurance.

17. To act as underwriters’ agents, surveyors, assessors, valuers, salvage and average adjusters and claim settling agents.

18. To act as estate agents, executors, trustees, attorneys for any other firm, corporation or person and subject to the provisions of the

Companies Act, 1956 as managing agents, secretaries and treasurers, and secretaries, registrars and transfer agents for any other

company.

19. To act as agents, brokers, stockists, distributors, commission agents, manufacturers’ representatives, selling and purchasing agents

for sellers, buyers, exporters, importers, manufacturers, merchants, planters, farmers, agriculturalists, tradesmen, insurers and others

generally to undertake and carry out agency work of any kind whatsoever and transact all manners of agency and commission

business.

20. To undertake any managerial, advisory, secretarial, accountancy, clerical or similar work]

21. To underwrite, acquire, sell, deal in, take up and hold shares, stocks, debentures, debenture stock, bonds, obligations and securities

issued or guaranteed by any company constituted or carrying on business in India or in any foreign country and debentures,

debenture-stocks, bonds, obligations and securitie0s, issued or guaranteed by any government, Sovereign Ruler, Commissioners,

public body, or authority, supreme, municipal, local ,or otherwise whether in India or abroad.

22. To acquire any such shares, stocks, debentures, debenture-stock, bonds, obligations or securities by original subscription, lender,

purchase, exchange or otherwise and to subscribe for the same, either conditionally or otherwise and to guarantee the subscription

thereof and to exercise and enforce all rights and powers, conferred by or incidental to the ownership thereof.

23. To organize, set up, construct, develop ,promote, establish, undertake, run, manage, maintain, operate, dealin, build as builders,

promoters, developers, contractors, sub-contractors, or assist, partner or undertake joint development, joint ventures, consortiums of

any and all kinds of hospitality services, including, without limitations hotels, restaurants, resorts, hostels yatri nivas, malls,

amusement parks, clubs, convention centers, health centers, fitness centers, spas, beauty clinics, convention facilities, residential

accommodations, hospitals, office and retail facilities, serviced apartments, bars, pubs, inns, snack bars, coffee shops, night clubs,

discos, refreshment and tea rooms, fast food outlets, places of vacation, home stays, farm stays, motels, holiday camps, camp sites,

dormitories, leisure centers, caravan sites, guest houses, lodging houses entertainment centers and the business and development of

real estate relating to any and all of such hospitality services, subject to and in accordance with applicable laws.

Existing and proposed activities of our company are within the scope of the object clause to our Memorandum of Association

45

MAJOR EVENTS OF THE COMPANY SINCE ITS INCORPORATION

Year Major Events

1968 The company was incorporated at Mysore as a Private Limited company and took over the Indian assets and

Liabilities of P.L and Company United Kingdom

1969 The company became the deemed public limited company as per provisions of the Companies Act, 1956

1970 The company made public offering of equity shares and the shares were listed in Madras Stock Exchange and

Mangalore Stock Exchange.

1978 Trademark LOGO No. 306868B registered by the company under Class : 1 Fertilizers

1984 The company allotted 2,00,000 equity shares of Rs. 10/- each as bonus shares in the ration of 1 equity share for

every two shares held to the then existing shareholders

1993 The company allotted 3,12,000 equity shares of Rs. 10/- each on preferential allotment to P.L., U K

1994 The Company made a rights issue of 18,24,000 equity shares of Rs. 10/- each for cash at a premium of Rs. 10/- per

share in the ratio of 2 equity shares for every one share held to the then existing shareholders.

The company became the subsidiary of Peirce Leslie & Co., Ltd., U K .

1995 The registered office of the Company was shifted to the state of Tamil Nadu

1996 The cashew factory at Karaparamaba, Calicut of the subsidiary Peirce Leslie Cashews and coffee Limited was a

warded the prestigious ISO 9002 certification

2003 The Company sold the factory premises in Kerala and paid compensation and other retirement benefits to the

workmen of both Cashew and Coffee factories pursuant to agreements entered into with the trade unions

consequent to cessation of cashew operations.

2006 Mr. V Sudhakar was appointed as Managing Director of the Company

2007 The company has entered in to agreement with Neemrana Hotels Private Limited to convert the Tower House

Property at port Kochi to Boutique Hotel.

The Company allotted 193570 preference shares of Rs. 100/- each to Newbridge Capital Private Limited

2008 The Company has entered into an MOU with Green Bird Developers Private Limited for selling the property at

Mamally works, Feroke, Kozhikode.

Messers Fraser & Ross, the auditors of the Company resigned due to their preoccupation and M/s. Varma &

Varma, was appointed as Auditors of the Company.

2010 One of the subsidiary of the company Peirce Leslie Cashews and Coffee Limited was dissolved and struck off the

Register by the ROC, Tamil Nadu

No. of Shareholders

As on 31st December 2012, there are 2080 shareholders in our Company

List of Subsidiaries

a. PL Agro Technologies Limited

b. Peirce Leslie Surveyors & Assessors Limited

c. Peirce Leslie Agencies Limited

d. Travel co,in Limited

e. PL Shipping & Logistics India Limited

Shareholders Agreement

We have no Shareholder’s agreement.

Strategic Partner / Financial Partner

We have no strategic or Financial partner

PROMOTERS AND THEIR BACKGROUND:

Peirce Leslie India Limited commenced operations as Piece Leslie and Company, a partnership firm formed between Robert Peirce and

Patrick Leslie, both expatriates. The Company took over the Indian assets and liabilities of P.L and Company , United Kingdom in 1968.

Newbridge Capital Private Limited is the promoter of the Company. The company was incorporated at Chennai on 30th April, 1984 under

the name Economic Investments Company Pvt Ltd to carry on business of investments. The name of the company was changed to Newbridge

Capital Pvt Lt on 15th march, 2001.The company is now a core investment company for the purpose of investments in group/associate

46

companies and also for lending monies to them. Currently Newbridge capital Private Limited holds 21,51,074 shares representing 78 .62 %

of the paid up capital. The promoter group consisting of M Ramakrishnan, V.Sreekumar, V Mohan Chandran V Sudhakar, V Venugopal and

Annalakshmi holds 1,84, 196 shares representing 6.73% of total paid up capital.

OUR MANAGEMENT

BOARD OF DIRECTORS

The Company has Five (5) Directors out of which One (1) is an Executive Director , Two (2) are Non Executive and Two (2) are

Independent Directors.

The following table sets forth the details of the Board of Directors as on the date of this Letter of Offer:

Sr

No

Name, Father’s Name and address Age Designation, Date of

Appointment

Occupation,

Qualification

& DIN

Other Directorship

1 V. Venugopal,

S/o K. Sankunni Menon,

Aswathy, 1st Floor, New No. 12, Old No.

71, Central Street, Kilpauk Garden

Colony, Kilpauk,

Chennai – 600 010

67 Director Chairman,

26/06/2007

Chairman,

M.Sc., formerly

Member of IRS

01548807

PL Agro Technologies

Limited, Leslie

Agrochem Pvt Limited,

Newbridge Capital

Private Limited,

travel.co.in Limited, PL

Shipping & Logistics

India Limited,

2 V Sudhakar,

S/o K. Sankunni Menon,

L-4, Alsa Crescent, Alsa Garden, 71,

Harrington Road, Chetpet,

Chennai – 600 031

59 Managing Director

25-10-2005 and his

term as Managing

Director expiring on

31/03/2013

Managing

Director.,

B.Com.

00015205

PL Agro Technologies

Limited, Leslie

Agrochem Pvt Limited,

Newbridge Capital

Private Limited, PL

Shipping & Logistics

India Limited, Peirce

Leslie Agencies

Limited, Peirce Leslie

Surveyors & Assessors

Limited

3 V Mohanchandran,

S/o K. Sankunni Menon,

Aswathy, 12 Old No. 71, Central Street,

Kilpauk Garden Colony,

Chennai – 600 010

63 Director

21/05/2012

Director,

MBA,

00015180

Travel.co.in, Peirce

Leslie Agencies

Limited, Australian

Foods India Private

Limited, Paracor Capital

Advisors Pvt. Limited,

Peirce & Leslie Travel

Pvt. Limited

4 B Robert Raja,

S/o. Balakrishnan,

203, Akshaya Apartment, 48, Pachiyappa

College, Hostel R?oad, Chetpet, Chennai

– 600031

57 Director

21/05/2012

Director ,

BBA,

00754202

Odyssey Technologies

Limited

5 Radha Balakrishnan

D/o. S M Shivadas Menon,

8, Wheat Croft Road,

Nungambakkam,

Chennai – 600 034

67 Director

21/09/2012

Director

M.A, formerly

Member of IRS

06386345

Nil

Brief profile of our Board of Directors

Mr. V Venugopal, aged 67 years, S/o. Mr. K Sankunni Menon is a Non Executive Chairman of the company. He was a Member of IRS for

over 36 years and retired as Chief commissioner of Income Tax. He was appointed as the Director of the Company in the year 2007 . He is

also the chairman of PL Agro Technologies Limited.

47

Mr. V Sudhakar, aged 59 years , S/o. Mr. k Sankunni Menon is the Managing Director of the Company and he has 21 years of experience in

the field of finance as a Director and 6 years of experience in the field of General Administration

Mr. V Mohan Chandran, aged 63 years, S/o Mr. K Sankunni Menon is a Non Executive Director of the company . He worked as an industrial

engineer at MRF Limited for 15 years prior to joining as Director of Economic Investments Company Private Limited in the year 1985. He

served as Vice Chairman and Managing Director of the company from 1987 to 2006 . He has masters degree in business administration from

Madras University with a specialization in corporate Finance and Foreign Trade.

Mr. B Robert Raja, aged 57 years, S/o Mr. Balakrishnan is an Independent Non Executive Director of the Company. He has served in various

Government departments including Department of Telecom, Ministry of Information and Broadcasting and Income tax Department in

various capacities. From 1992 onwards, he is the Chairman and Managing Director of Odyssey Technologies Limited.

Ms. Radha Balakrishnan, aged 67 years D/o Mr. S M Shivadas Menon is an Independent Non Executive Director of the Company. She was a

Member of IRS for over 36 years and retired as Chief Commissioner of Income Tax. She also served as Member, Income Tax Settlement

Commission.

Relationship between Directors:

Mr. V Venugopal, Mr. V Sudhakar and Mr. V Mohan Chandran are brothers

Arrangements with major shareholders, customers, suppliers or others:

There is no arrangement or understanding with any shareholders, customers, suppliers or others, pursuant to which the directors of our

company are selected as a director or member of Senior Management.

Contracts entered into by the directors

Details of appointment of Mr. V Sudhakar as the Managing Director of the Company:

The Board of Directors of the Company, by a resolution passed on 28th January 2006 appointed Mr. V.Sudhakar as the Managing Director

of the Company for a period of five years with effect from 28th

January 2006 which was approved by the Members at the Annual General

Meeting held on 25th September 2006. His terms of remuneration with effect from 1

st April 2007 were modified and approved by the

members in the Annual General Meeting held on 29th September 2007. This was further modified and revised as mentioned below with

effect from 1.4.2010 and approved by the members in the Annual General Meeting held on 24th September 2010.

1) PERIOD OF AGREEMENT:

From 1st April 2010 , for a period of three years up to and until 31

st March 2013.

2) PLACE OF EMPLOYMENT:

The Managing Director shall be employed at the Company’s office at Chennai or at any of the Company’s offices or establishments in

India at the sole discretion of the Board.

3) REMUNERATION:

(a) Salary: Rs.65,000/- per month with increase of Rs. 10000/- every year for three years with effect from 1.4.2010 and perquisites as

detailed below:

(b) Special Allowance: Rs. 5300/- per month.

4) PERQUISITES:

Category ‘A’

(a) Housing:

Unfurnished accommodation or housing allowance, subject to a maximum of Rs.-12500/- per month.

(b) Medical Benefits:

Reimbursement of expenses actually incurred for self and family, viz., wife and dependent children, subject to a ceiling of one month’s

salary per annum . The unutilized portion can be carried forward for 3 years.

(c) Leave Travel Concession:

For self, wife and dependent children, once in a year to and from any place in India, subject to a maximum of 1 ¼ of one month’s

salary.

(d) Club Fee:

Fee for one club excluding life membership and admission fees.

(e) Reimbursement of Lunch Expenses:

Lunch expenses for self on working days subject to a maximum of Rs.1,300/- per month.

(f) Mediclaim Insurance: Reimbursement of mediclaim premium not exceeding Rs. 15000 per annum

48

The above perquisites shall be evaluated as per the Income Tax Rules, 1962 as amended from time to time.

Category ‘B’:

(a) Provident Fund:

The Company shall contribute towards Provident Fund at the prevailing rate, the present rate being 12% of the salary.

(b) Gratuity:

Not exceeding half-a-month’s salary for each completed year of service calculated on the basis of last drawn salary.

Category ‘C’:

(a) Motor car:

Free use of Company’s car for official use and personal use with actual petrol expenses.

Reimbursement of Driver’s wages not exceeding Rs. 10000/- ( Rupees Ten Thousand only) per month.

(b) Telephone:

Free telephone facility at residence and mobile phone facility for official and personal use.

5) LEAVE:

The Managing Director shall be entitled to leave on full salary and perquisites but not exceeding one month leave for every 11 months of

service. Leave not availed of due to exigencies of Company’s business can be accumulated and encashed at the happening of any one

of the contingencies, viz., (a) expiry of the agreement (b) premature termination of service by other party (c) retirement from

Company’s service.

Leave encashment shall be calculated taking into account only salary subject to a maximum of 3 months’ salary.

Besides the above, the Managing Director will be entitled to any sick leave as may become necessary with full salary and perquisites.

6) NATURE OF DUTIES:

Subject to superintendence, control and directions of the Board, the Managing Director shall have such powers and discharge such duties

as assigned to him by the Board.

7) OTHER CONDITIONS:

The Managing Director shall not during the tenure of his office become interested or otherwise concerned directly or through his

relatives as defined in the Act, in any activity which is prejudicial to the interests of the Company. He shall not be entitled to sitting fees

for attending the meetings of the Board or Committees thereto.

8) TERMINATION OF EMPLOYMENT:

Three months’ notice of termination of employment shall be given by either party or payment by the Company of a sum equivalent to

three months’ salary in lieu thereof.

49

SECTION VI - FINANCIAL STATEMENTS

1.Audited Financial Statements for the year ended March 31, 2012

AUDITOR’S REPORT

To,

The Members of

PEIRCE LESLIE INDIA LIMITED

We have audited the attached Balance sheet of Peirce Leslie India Limited as at 31st March 2012 and the Profit and Loss Account and the

Cash Flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s

management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform

the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes,

examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the

accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation,

We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors’ Report) order, 2003 as amended by Companies (Auditors’ Reprt) Amended order issued by the

central Government in terms of section 227(4A) of the Companies Act, 1956, we enclosed in the Annexure a statement on the matters

specified in Paragraphs 4 and 5 of the said order, in so far as they are applicable to Company.

Further to our comments in Annexure referred to above, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the

purpose of our audit;

b) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination

of those books;

c) The Balance sheet and Profit and Loss accounts and Cash Flow Statement dealt with by this report are in agreement with the books

of account;

d) In our opinion, the Balance Sheet and profit and Loss Account and Cash Flow Statement dealt with by this report comply with the

Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of written representations received from directors and taken on records by the Board of Directors, we report that none

of the Directors of the Company is disqualified as on 31st March 2012 from being appointed as a director in terms of clause(g) of

sub-section(1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts give the

information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the

accounting principles generally accepted in India:

i. In the case of the Balance sheet, of the state of affairs of the Company as at 31st March 2012

ii. In the case of the profit and loss account, of the loss for the year ended on that date

iii. In the case of cash Flow statement, of the Cash Flows for the year ended on that date.

For Varma & Varma

Chartered Accountants

FRN: 04532S

Place: Chennai

Date: 30/05/2012

S M Sukumaran

Partner

M. No. 15707

50

ANNEXURE REFERRED TO IN PARAGRAPH 3

OF OUR AUDIT REPORT OF EVEN DATE

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets

(b) During the year fixed assets have been verified by the management in accordance with a programme of verification which, in

our opinion reasonable having regard to the size of the Company and the nature of assets. According to the information and

explanation given to usm no material discrepancies noticed on such verification.

(c) There has not been disposal of any substantial portion of fixed assets of the Company during the year, which would affect the

status of the Company as a going concern.

2. Since there were no manufacturing activities during the year, the company neither purchased any inventories nor held any stocks as

at the end of the year. Consequently, clause 4(ii) of the Companies (Auditor’s Report) order, 2003 is not applicable.

3. In respect of loans, secured or unsecured, granted/ taken by the Company from/to companies, firm or other parties covered in the

register in pursuance of Section 301 of the Companies Act, 1956

a) Rs. 40,00,000/- due to Associate company is outstanding as inter corporate deposits (ICD)

4. In our opinion and according to the information and explanations given to us, adequate internal control systems commensurate with

the size of the company and nature of its business with regard to purchase of fixed plant, equipment and other assets and sale of

services. During the course of the audit, we have not observed any continuing failure to correct a major weakness in internal control

system

5. In our opinion and according to the information and explanations given to us, transactions with leslie Agrochem ar entered into in

the register maintained in pursuance of contracts or arrangements referred to in section 301 of the companies act, 1956

6. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of

section 58A and 58AA of the Companies (Acceptance of Deposits) Rules 1975 with regard to deposit accepted from the public. The

Company law Board has not passed any order.

7. Even though there is no formal internal audit system, we are of the opinion that the existing internal control systems are adequate

for a company of this size.

8. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records

under Section 209(1)(d) of the Companies Act, 1956 in respect of services carried out by the Company

9. According to the information and explanations given to us in respect to statutory and other dues:

(a) The Company has been regular in depositing undisputed statutory dues, including Employees Provident Fund, Investor

Education Protection Fund, Income tax, Employees state Insurance (ESI), Sales Tax, Wealth Tax, Service Tax, Customs Duty,

Cess and any other Statutory dues with the Appropriate Authorities.

(b) There are no undisputed amounts payable in respect of Provident Fund, Investor Education Protection Fund, Income Tax,

Employees State Insurance (ESI), Sales Tax, Wealth tax, service Tax, Customs Duty and cess, which are outstanding as on 31st

March 2012 for a period of more than six months from the date they became payable

(c) There are no dues in respect of Sales Tax, Income tax, Wealth Tax and Service tax, Customs excise duly and Cess which has

not been deposited with the Appropriate Authorities on account of any dispute.

10. The Company has incurred cash losses during the year under audit.

11. In our opinion according to the information and explanation given to us Company has not defauleted in the repayment of dues to

bank, The Company has not issued any debentures.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other

securities.

13. In our opinion the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of

the Companies (Audit Report) order 2003 are not applicable to the Company

14. In our opinion, the Company is not dealing in or trading in share, securities, debentures or other investments. Therefore the

provisions of clause 4(xiii) of the companies (Audit Report) order 2003 are not applicable to the Company

15. According to the information and explanation given to us, the Company has not given guarantee for laons taken by others from

banks or financial institution during the year other than the charges on the office premises at Chennai as collateral security to the

bank for the working capital facility sanctioned by the bank to PL Worldways Limited.

16. According to the information and explanation given to us, in our opinion, the term loans availed by the Company were, prima facie

applied by the Company during the year for the purpose for which they were raised.

17. According to the information and Explanations given to us and on overall examination of the Balance sheet of the Company, we

report that no funds raised on short-term basis have been used for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under

Section 301 of the Act

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by public issues during the year.

21. To the best of our knowledge and belief and according to the information and explanation given to us no fraud on or by the

Company was noticed or reported during the year.

For Varma& Varma

Chartered Accountants

FRN : 045325

Place: Chennai K M Sukumaran

Date: 30/05/2012 Partner

M.No. 15707

51

Peirce Leslie India Limited

Balance Sheet as at 31 Mar 2012

Particulars Note No 31 Mar 2012 31 Mar 2011

Rs. Rs.

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 2 46,717,000 46,717,000

(b) Reserves and Surplus 3 (7,945,982) (5,287,272)

(2) Share application money pending allotment - -

(3) Non-Current Liabilities 4

(a) Long-term borrowings 821,943 4,154,435

(b) Other Long term liabilities - -

(c) Long term provisions 9,610,447 7,333,427

(4) Current Liabilities 5

(a) Short-term borrowings 7,099,234 3,663,682

(b) Trade payables 279,809 500,928

(c) Other current liabilities 12,059,787 11,722,369

(d) Short-term provisions 189,605 184,796

Total 68,831,843 68,989,365

II.Assets

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets 6 54,685,058 55,034,743

(ii) Intangible assets - -

(iii) Capital work-in-progress - -

(b) Non-current investments 7 9,159,930 8,660,000

(c) Long term loans and advances 8 24,692 24,692

(2) Current assets

(a) Current investments - -

(b) Inventories - -

(c) Trade receivables 9 958,838 1,461,969

(d) Cash and cash equivalents 10 926,797 1,568,841

(e) Short-term loans and advances 11 3,076,528 2,239,120

(f) Other current assets - -

Total 68,831,843 68,989,365

Summary of significant accounting policies 1

The accompanying notes are an integral part of the financial statements

For and on behalf of the board of directors of Peirce Leslie India Limited

V. SUDHAKAR V. VENUGOPAL

MANAGING DIRECTOR DIRECTOR

As per our report of even date

V.SANKARAN For VARMA & VARMA

COMPANY SECRETARY CHARTERED ACCOUNTANTS

FRN 04532S

K M SUKUMARAN

Chennai PARTNER

30th May 2012 Membership No. 15707

52

Profit and Loss statement for the year ended 31 Mar 2012

Rs.

Particulars Note No Year ended 31 Mar

2012

Year ended 31

Mar 2011

I. Revenue from operations

Sale of services 1,730,524 2,031,656

Other operating revenues 3,868,579 3,517,385

Total 5,599,103 5,549,041

Total Revenue from Operations 5,599,103 5,549,041

II. Other Income 12 3,757,942 5,439,358

III. Total Revenue (I +II) 9,357,045 10,988,399

IV. Expenses:-

Employee benefit expense 13 2,603,363 2,614,712

Financial costs 14 1,092,711 1,053,890

Depreciation 2,797,628 2,638,476

Other expenses 15 4,360,322 3,455,637

IV -Total Expenses 10,854,024 9,762,715

V. Profit before extraordinary items and tax (III - IV) (1,496,979) 1,225,684

VI. Extraordinary Items

Income tax paid on behalf of erstwhile subsidiary company 1,060,643 -

VII. Profit before tax (V - VI) (2,557,622) 1,225,684

VIII. Tax expense:

(1) Current tax - -

(2) Previous year - 523,177

(3) Deferred tax - -

IX. Profit (Loss) for the perid from continuing operations (VII - VIII) (2,557,622) 702,507

X. Profit / (Loss) for the year (2,557,622) 702,507

XI. Earning per equity share:

(1) Basic (0.93) 0.26

(2) Diluted (1.60) (0.41)

Summary of significant accounting policies 1

The accompanying notes are an integral part of the financial statements

For and on behalf of the board of directors of Peirce Leslie India Limited

V. SUDHAKAR V. VENUGOPAL

MANAGING DIRECTOR DIRECTOR

As per our report of even date

V.SANKARAN For VARMA & VARMA

COMPANY SECRETARY CHARTERED ACCOUNTANTS

FRN 04532S

Chennai K M SUKUMARAN

30th May 2012 PARTNER

Membership No. 15707

53

PEIRCE LESLIE INDIA LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2012

For the Year ended For the Year ended

31.3.2012 31.3.2011

A. CASH FLOW FROM OPERATING ACTIVITIES Rs. Rs.

Net Profit before Tax (1496979.00) 1225684.00

Adjustments for :

Depreciation 2797628.00 2638476.00

Bad debts / Advances written off 453803.00 0.00

Provision for doubtful advances 0.00 0.00

Provision for Gratuity 897744.00 147113.00

Provision for Leave Encashment 173207.00 66130.00

Interest Expenses 1092711.00 1053890.00

5415093.00 3905609.00

Interest Income (205593.00) (236994.00)

Profit on sale of Assets (101240.00) (29840.00)

Dividend Income 0.00 (306833.00) (2065000.00) (2331834.00)

Operating Profit before working capital changes 3611281.00 2799459.00

Adjustments for :

(Increase)/Decrease in Trade and Other Receivables (788080.00) (992420.00)

(Increase)/Decrease in Inventories 0.00 (788080.00) 0.00 (992420.00)

Increase/(Decrease) in Trade Payables 2297553.00 (1009953.00)

Cash generated from operations 5120754.00 797086.00

Direct Taxes paid (2031019.00) 872156.00

NET CASH FROM OPERATING ACTIVITIES (A) 3089735.00 1669242.00

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (2707791.00) (1401364.00)

Sale of Fixed Assets 260000.00 85000.00

Purchase of Investment (499930.00) (60000.00)

Sale of Investments 0.00 0.00

Dividend received 0.00 2065000.00

Interest Income 205593.00 236994.00

NET CASH USED IN INVESTING ACTIVITIES (B) (2742128.00) 925630.00

C. CASH FLOW FROM FINANCING ACTIVITIES

Repayment of Borrowings (896940.00) (632357.00)

Proceeds from Inter Corporate Deposit 1000000.00 0.00

Interest Paid (1092711.00) (1053890.00)

NET CASH FROM FINANCING ACTIVITIES (C) (989651.00) (1686247.00)

Net (Increase) / Decrease in Cash and Cash equivalent (A+B+C) (642044.00) 908625.00

Cash and Cash equivalents as at 31.3.2011

(Opening Balance) 1568841.00 660216.00

Cash and Cash equivalents as at 31.3.2012

(Closing Balance) 926797.00 1568841.00 This is the Cash Flow Statement referred to in our report of even date.

For VARMA & VARMA FOR and on behalf of the Board of Director of

CHARTERED ACCOUNTS Peirce Leslie India Ltd

FRN 04532S

K.M.Sukumaran V.Sudhakar V.Venugopal

Partner Managing Director Director

M.No.15707

Chennai V.Sankaran

30th May 2012 Company Secretary

54

Notes forming part of Balance Sheet Rs. Rs.

As at 31 Mar 2012 As at 31 Mar 2011

2 Shareholder's Funds

Share Capital

2.1 Equity Share Capital

2.1.1 Authorised Equity Share Capital:-

7000000 Shares (7000000 Shares) of Rs.10 each 70000000 70000000

2.1.2 Issued, Subscribed and Fully Paid Up:-

2736000 Shares (2736000 Shares) of Rs.10 each (A) 27360000 27360000

2.1.3 There no Unpaid Calls, Forfieted Shares

2.1.4 Number of Equity Shares outstanding as at the

beginning of the period

2736000 2736000

Number of Equity Shares outstanding as at the end of

the period

2736000 2736000

Change in the number of Equity Shares Outstanding Nil Nil

2.1.5 Number of Shares held by Holding Company 2079562 2079562

2.1.6 Shares in the company held by each shareholder

holding more than 5 per cent shares

31st March 2012 31st March 2011

Nos. % holding Nos. %

holding

New bridge Capital Private Limited 2079562* 76.01* 2079562 76.01

3.1 % Cumulative Redeemable Preference Share Capital

3.1.1 Authorised 8% Cumulative Redeemable Preference

Share Capital

30000000 3000000

0

193570 8%Cumulative Redeemable Preference

Shares (193570 Shares) of Rs.100 each

(B) 19357000 1935700

0

3.1.2 Number of Preference Shares outstanding as at the

beginning of the period

193570 193570

Number of Preference Shares outstanding as at the

end of the period

193570 193570

Change in the number of Equity Shares Outstanding Nil Nil

3.1.3 Number of Preference Shares held by Holding

Company

193570 193570

3.1.4 Preference Shares in the company held by each

shareholder holding more than 5 per cent shares

31st March 2012 31st March 2011

Nos. % holding Nos. % holding

Newbridge Capital Private Limited 193570 100.00 193570 100.00

TOTAL SHARE CAPITAL (A + B) 46717000 46717000

4.1 Notes on Share Capital

4.1.1 The Company has not issued any securities convertible into equity/preference shares.

4.1.2 There are no rights, preferences and restrictions attaching to class of shares mentioned above.

4.1.3 2,03,000 Equity Shares allotted as fully paid up pursuant to a contract without payments being received in cash.

4.1.4 2,00,000 Equity Shares allotted as fully paid up by way of Bonus Shares through capitalisation of Reserves.

4.1.5 8% Redeemable Cumulative Preference Shares was issued at par to the Holding Company Newbridge Capital

Private Limited on 23rd March 2007. These preference shares are redeemable not later than 10 years.

*Folio Nos 6249 and 6251 was inadvertently not added

55

Peirce Leslie India Limited

Notes forming part of Balance Sheet

3 Reserves and Surplus

3.1 Reserves Rs.

Description Balance Additions Deductions Balance

as at as at

31 Mar 2011 31 Mar 2012

Capital Redemption Reserve 1500000 0 0 1500000

Capital Subsidy 0 0 0 0

Securities Premium Account 18240000 18240000

Revaluation Reserve 18479261 0 101088 18378173

General Reserve 0 0 0

Total 38,219,261 - 101,088 38,118,173

3.2 Surplus

Opening Surplus i.e., Balance in Statement of Profit and

Loss

(44209040) (43506533)

Add:-

Profit for the period as per XV of Statement of Profit

and Loss

702507 (2557622)

Transfer to general Reserve 0 0

Closing Surplus i.e., Balance in Statement of Profit and

Loss

(43,506,533) - - (46,064,155)

3.3 Total Reserves and Surplus (5,287,272) - 101,088 (7,945,982)

4 Non Current Liabilities

4.1 Long Term Borrowings

4.1.1 Secured

Term Loans from Banks 0 3,891,199

Other loans and advances * 821,943 263,236.00

Total Secured Long Term Borrowings 821,943 4,154,435

4.1.2 Total Long Term Borrowings 821,943 4,154,435

4.1.3 Notes on Long Term Borrowings

Term loan from Bank is secured by a first charge of

book debts and by an Equitable Mortgage by

Deposit of Title Deeds of Land and Building

situated at Fort Kochi.

There has been no continuing default as on Balance

Sheet date in repayment of loans.

4.1.4 * Secured by hypothecation of Cars

4.2 Long Term Provisions

Provision for employee benefits

Provision for Taxation 14,015,665 14,305,941

Less: Advance Tax paid 5,782,486

8,233,179

7,616,681 6,689,260

Provision for Gratuity 794,857 147,113

Provision for Leave Encashment 582,411

1,377,268

497,054 644,167

9,610,447

7,333,427

Total Non Current Liabilities 10,432,390 11,487,862

56

Peirce Leslie India Limited

Notes forming part of Balance Sheet Rs. Rs.

As at 31 March 2012 As at 31 March 2012

5 Current Liabilities

5.1 Short Term Borrowings

5.1.1 Secured

Loans repayable on demand from banks 3,099,234 663,682

5.1.2 Unsecured

Other Loans and advances 4,000,000 3,000,000

Total Short term borrowings 7,099,234 3,663,682

Term loan from Bank is secured by a first

charge of book debts and by an Equitable

Mortgage by Deposit of Title deeds of Land

and buildings situated at Fort Kochi, Cochin.

5.2 Trade Payables 279,809 500,928

279,809 500,928.00

5.3 Other Current Liabilities

Current maturities of finance leace obligations - -

Interest accrued but not due on borrowings - -

Other payables 12,059,787 11,722,369

12,059,787 11,722,369.00

5.4 Short Term Provisions

Provision for employee benefits 25,809 21,000

Other provisions 163,796 163,796

189,605.00 184,796.00

Total Current Liabilities 19,628,435 16,071,775

57

Peirce Leslie India Limited

Notes forming part of Balance

Sheet

6. Non - current Assets Rs.

Description Gross Block Depreciation Net Block

As at Additions / Disposa

ls /

Acqui

sition

s /

As at As at For the Disposa

ls /

Acq

uisi

tion

s /

As at As at As at

31 Mar

2011

Adjustme

nts

Adjust

ments

Impai

rment

s

31 Mar

2012

31 Mar

2011

year Adjust

ments

Im

pair

me

nts

31 Mar

2012

31 Mar

2012

31 Mar

2011

6.1 Tangible assets

Land * 24946721 0 0 0 24946721 0 0 0 0 0 24946721 24946721

Buildings * 39972611 0 0 0 39972611 18509199 1096609 0 0 19605808 20366803 21463412

Plant and

Equipment

5402484 0 0 0 5402484 1267133 748412 0 0 2015545 3386939 4135351

Furniture and

Fixtures

3436895 1125533 0 0 4562428 2487059 230470 0 0 2717529 1844899 949836

Vehicles 1551083 1441796 733473 0 2259406 948326 405389 574713 0 779002 1480404 602757

Electrical

Installation

4061800 140462 0 0 4202262 1125134 417836 0 0 1542970 2659292 2936666

6.2 Total Tangible

Assets

79371594 2707791 733473 0 81345912 24336851 2898716 574713 0 26660854 54685058 55034743

6.3 Previous year 78145230 1401364 175000 0 79371594 21711807 2744884 119840 0 24336851 55034743 56433423

6.4 Capital Work in Progress ** 0 0

6.5 Total non current assets 54685058 55034743

(Total of 6.2, 6.5

)

Note:-

6.6 * Includes amount added on revaluation in 1988/89 & 1993/94 as under

1988/89 1993/94

Land Rs.34,40,486 (Rs.34,40,486) Land Rs.1,30,17,015

(Rs.1,30,17,015)

Buildings Rs.11,65,963 (Rs.12,27,330) Buildings Rs.7,54,709 (Rs.7,94,430)

6.7 ** Depreciation for the year 2744884

Less: Adjusted against

Revaluation Reserve

101088

2643796

58

Peirce Leslie India Limited

Notes forming part of Balance Sheet No. of Rs. No. of Rs.

Shares As at Shares As at

31 Mar 2012 31 Mar

2011

7 Non-Current Investments

7.1 Other Investments (At Cost)

Investment in Equity instruments 23754650 23254720

Investments in Mutual Funds 0 0

Total Other Investments 23754650 23254720

7.2

Less:- Provision for Diminution in the value of investments * 14594720 24594720

Less:- Transfer to Profit and Loss account 0 10000000

14594720

Total of Other Investments 9159930 8660000

7.3 Details of Other Investments

Subsidiary Companies

Equity Instruments of Rs.10/- each - Fully Paid - Unquoted

PL Agro Technologies Ltd *

51.20% (51.20% Previous Year) 1616292 14594720 1616292 14594720

PL Shipping & Logistics India Ltd.

99.99% ( Nil% Previous Year) 49993 499930 0 0

Peirce Leslie Agencies Limited

100% (100% Previous Year) 1000000 7160000 1000000 7160000

(2,84,000 Bonus Shares received during the year 2010/11)

Peirce Leslie Surveyors & Assessors Limited

100% (100% Previous Year) 250000 1000000 250000 1000000

(1,50,000 Bonus Shares received during the year 2009/10)

travel.co.in Limited

(Formerly known as travel.co.in Pvt Ltd.)

100% (100% Previous Year) 50000 500000 50000 500000

23754650 23254720

59

Peirce Leslie India Limited

Notes forming part of Balance Sheet Rs.

As at As at

31-Mar-12 31-Mar-12

8 Long Term Loans and advances

Leave Encashment Trust A/c. 8692 8692

Gratuity Trust A/c. 16000 16000

24692 24692

9 Trade Receivables

9.1 Outstanding for a period more than six months from the due date of payment

Secured considered good - -

Unsecured considered good - -

Unsecured considered doubtful - -

Less:- Provision for Doubtful receivables - -

9.2 Other Trade Receivables

Secured considered good - -

Unsecured considered good 958,838 1,461,969

Total Trade Receivables 958,838 1,461,969

60

Peirce Leslie India Limited

Notes forming part of Balance Sheet Rs. Rs.

As at

31 Mar 2012

As at 31

Mar 2011

10 Cash and bank balances

10.1 Cash and Cash equivalents *

Cash on hand* 58,464 38,836

10.2 Other Bank balances *

In current account 506685 1,336,020

In deposit account 361648 868,333 193,985 1,530,005

10.3 Total of Cash and bank balances 926,797 1,568,841

Peiirce Leslie India Limited

Notes forming part of Balance Sheet Rs. Rs.

As at

31 Mar 2012

As at

31 Mar 2011

11 Short Term Loans and Advances

11.1 Loans and Adances to Related Parties (Refer Note 9.4 below)

Unsecured, considered good 120583 70133

11.2 Others

Unsecured, considered good

Deposits 1175147 886842

Balances with Customs & Port Authorities 294888 447826

Others 1485910 2955945 834319 2168987

11.3 Total of Short Term Loans and Advances 3076528 2239120

11.4 Details of Related Parties

Particulars

Due from a Subsidiary company viz. Peirce Leslie Agencies Limited 120583 70133

120583 70133

61

Peirce Leslie India Limited

Notes forming part of Profit and Loss Statement Rs. Rs.

Year ended

31 Mar 2012

Year ended

31 Mar 2011

12 Other Income

Interest Income 205593 236994

Rent 3207844 3057358

Profit on sale of Fixed Assets 101240 29840

Provision no longer required written back 26889 0

Dividend from Subsidiary 0 2065000

Miscellaneous Income 216376 50166

Total Other Income 3757942 5439358

13 Employee Benefits

Salaries and Wages, 5439120 4454180

Contribution to Provident and other funds, 313920 279649

Staff welfare expenses 196019 122003

Less: Amount recovered from Subsidiary Companies -3345696 -2241120

Total Employee Benefits 2603363 2614712

14 Finance Costs

Interest on Term Loan 377230 554477

Interest on Inter Corporate Deposit 337814 330678

Interest on Overdraft Account 309842 143949

Other borrowing costs 65535 22887

Others 2290 1899

Net gain / loss on foreign currency transactions and

translation

0 0

Total Finance Costs 1092711 1053890

62

Peirce Leslie India Limited

Notes forming part of Profit and Loss Statement Rs. Rs.

Year ended Year ended

31-Mar-12 31 Mar 2011

15 Other Expenses

Power and fuel. 126295 100567

Rent 420215 246506

Repairs & maintenance - Buildings

Materials 55732 104318

Labour 115842 186976

Tower House 166500 0

Repairs & maintenance - Others

Office Equipments 98127 45559

Car 34664 62632

Office 301298 238518

Insurance 151435 118565

Rates and taxes 139274 222907

Travelling and conveyance 925818 893206

Professional charges 324012 171206

Printing & stationery 153827 155111

Postage & telephones 244058 229551

Advertisement 27265 21250

Bad debts written off 453803 0

Directors' sitting fees 145000 147500

Auditors' remuneration (See note no. 15.1 below) 203520 204634

Pension payments 313484 313111

Loss on investment 0 10000000

Less: Transfer from provision 0 10000000

Bank charges 59583 42236

Miscellaneous expenses 348794 339612

Meeting & Conference expenses 103228 65684

Warehouse management expenses 182852 204868

Less: Amount recovered from Subsidiary companies (734304) (658880)

Total Other Expenses 4,360,322 3,455,637

15.1 Audit Fee 168090 168090

Tax Audit Fee 30000 30000

Reimbursement of expenses 5430 6544

203520 204634

63

NOTES TO FINANCIALSTATEMENTS FOR THE YEAR ENDED 31ST MARCH 2012

I) Significant Accounting Policies

(i) (a) Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention based on the accrual method and in

accordance with Generally Accepted Accounting Principles in India (Indian GAAP). The said financial statements comply with

the relevant provisions of the Companies Act,1956 (the Act) and the mandatory Accounting Standards notified by the

Central Government of India under Companies (Accounting Standards) Rule, 2006.

(b) Use of Estimates

The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of

assets and liabilities on the date of financial statements and the reported amount of revenues and expenses during the

accounting period. Difference between the actual results and estimates are recognised in which the results are known

/ materialized.

(ii) Balance Sheet

Fixed Assets :

a) Fixed assets other than land and buildings are stated at cost inclusive of appropriate direct expenses. Land and Buildings were

revalued based on the valuation report by an approved valuer during the year ended 31st March 1989 and again during the

period ended 31st December 1994. Assets acquired on hire purchase agreement are capitalized to the extent of their

principal value while hire charges are charged to revenue.

Impairment of Assets :

b) At each balance sheet date, the carrying value of the tangible & intangible assets are reviewed to determine whether there

in any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the

asset is estimated in order to determine the extent of the impairment loss (if any). Where there is an indication that there is a likely

impairment loss for a group of assets, the company estimates the recoverable amount of the group of assets as a whole,

and the impairment loss is recognised

Borrowing Costs :

c) Borrowing costs are capitalized as part of qualifying fixed assets when it is possible that they will result in future economic

benefits. Other borrowing costs are expensed

Investments :

d) Long Term Investments are stated at cost and provision for diminution in value is made, if the diminution in value is other than

temporary in nature.

Inventories :

e) Inventories are valued at lower of cost and net realisable value. Raw materials, Stores & Spare Parts and

64

General Merchandise are valued at cost arived at on the basis of FIFO method.

iii) Profit and Loss Account:

a) Revenue Recognition :

Income from rendering of services in recognised on completion of the jobs. Income from investments is accounted when

right to receive is established.

b) Employees Benefits :

Defined Contribution Plan :

Fixed contributions to Provident Fund and Family pension fund are charged to Profit & Loss account.

Defined Benefit Plan

The liability for Gratuity to employees as at balance sheet date determined on the basis of actuarial valuation using Projected

Unit Credit method is funded with a Gratuity Fund administered by the trustees and managed by Life Insurance Corporation

of India and the contribution thereof paid / payable is absorbed in the accounts.

Liability for Long term compensation absences to eligible employees as at Balance Sheet date determined on actuarial

basis is provided for in the accounts.

Short Term Employee Benefits

Short term employee benefits including accumulated compensated absences determined as per Company's policy / scheme

are recognised as expense based on expected obligation on undiscounted basis

c) Depreciation :

Depreciation is computed on Written Down value method at the rates and in the manner specified in Schedule XIV of the

Companies Act, 1956.

Depreciation on the value of the buildings enhanced on revaluation has been adjusted against Fixed Assets

Revaluation Reserve.

d) Foreign Currency Transactions :

Foreign Currency transactions are recorded at the exchange rates prevailing on the date of transaction. Monetary

Assets & Liabilities outstanding at the year end are translated at the rate of exchange prevailing at the year end and the profit

or loss is recognised in the Profit & Loss account.

e) Accounting for Taxes on Income:

Current tax is determined in accordance with Income Tax Act 1961 on the income for the year chargeable to tax.

Deferred Tax is not recognised as a matter of prudence policy.

f) Provisions, Contingent Liabilities and Contingent Assets :

65

Provisions involving substantial degree of estimation in measurement are recognized 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 recognized

but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

II) Notes on Accounts: 31.03.2012 31.03.2011

Amount in Rupees

16. Contingent Liabilities:

i) Outstanding Guarantees 1,15,000 1,15,000

ii) Cumulative preference dividend for the years

2006­07, 2007­08, 2008­09, 2009­10, 2010­11

& 2011 – 12 77,80,984 62,32,240

17) Loans & Advances include due from subsidiaries

of the Company:

i) Peirce Leslie Agencies Limited 1,02,262 70,133

Maximum amount due at any time during the year 10,24,353 (6,40,607)

ii) travel.co.in Limited Nil Nil

Maximum amount due at any time during the year 3,210 4,900

iii) Peirce Leslie Surveyors & Assessors Limited Nil Nil

Maximum amount due at any time during the year 2,71,202 6,60,133

18) There are no dues to Micro and Small Enterprises as per

Micro, Small and Medium Enterprises Development Act,

2006, which are outstanding for more than 45 days at the

Balance Sheet date which is on the basis of such parties

having been identified by the Management and relied

upon by the auditors.

19)

a. The details of actuarial valuation in respect of Gratuity liability as at 31st

March 2012 are given below:

i) Projected benefit obligation as at beginning of the year 15,81,897 11,03,752

Service Cost 1,05,010 39,958

Interest Cost 1,32,552 88,300

Actuarial (Gains)/Losses ­1,21,004 3,49,887

Benefits Paid ­ ­

Projected benefit obligation at end of the year 16,98,455 15,81,897

ii) Amount recognized in the Balance Sheet:

Projected benefit obligation at the end of the year ­16,98,455 15,81,897

Fair Value of the plan assets at the end of the year 16,84,761 14,34,784

(Liability)/Asset recognized in the Balance Sheet ­13,694 ­1,47,113

66

iii) Cost of the defined plan for the year

Current service cost 1,05,010 39,958

Interest on obligation 1,32,552 88,300

Expected return on plan assets ­1,20,783 1,12,830

Net actuarial (gains)/losses recognized in the year ­1,00,198 3,49,887

Net cost recognized in the Profit 16,581 3,65,315

iv) Assumptions:

Discount rate 8.00% 8.00%

Expected rate of return 8.00% 8.00%

Estimates of future salary increase take account of inflation,

Seniority, promotion and other relevant factors, such as

Supply and demand in the employment market.

Details of the key actuarial assumptions used in the determination of Long term

Compensated absences are as under:

i) Projected benefit obligation as at beginning of the year 5,07,535 4,40,540

Service Cost 38,762 33,188

Interest Cost 40,603 35,243

Actuarial Losses / (Gains) 5,888 (1,436)

Benefits Paid ­ ­

Projected benefit obligation as at the end of the year 5,92,788 5,07,535

ii) Amount recognized in the Balance Sheet

Projected benefit obligation at the end of the year 5,92,788 5,07,535

Fair value of the plan assets at the end of the year 10,481 10,481

(Liability)/Assets recognized in the Balance Sheet (5,82,307) (4,97,054)

iii) Cost of the defined plan for the year:

Current service cost 32,762 33,188

Interest on obligation 40,603 35,243

Expected return on plan assets (838) (865)

Net actuarial (gains)/losses recognized in the year 6,726 (1,436)

Net cost recognized in the Profit and Loss account 85,253 66,130

iv) Assumptions:

Discount rate 8.00% 8.00%

Estimates of future salary increase take account of inflation,

Seniority, promotion and other relevant factors, such as

Supply and demand I the employment market

20) Depreciation for the year 34,18,927 27,44,884

Less: adjusted against Revaluation Reserve (*) 1,01,088 1,06,408

­­­­­­­­­­­­­­­­­­ ­­­­­­­­­­­­­­­­­

33,17,839 26,38,476

­­­­­­­­­­­­­­­­­­ ­­­­­­­­­­­­­­­­­

(*) Represents depreciation on the value of the Building

67

Enhanced on revaluation of such asset, which has been

Adjusted against Fixed Assets Revaluation Reserve.

21) The company has created charge on its office premises at Chennai as collateral security to the bank for the Working Capital

facility sanctioned by the bank to PL Worldways Limited. The yearly consideration received against this facility is disclosed as

commission income.

22) Interest & Finance Charges

Term Loan 3,77,230 5,54,477

Others 7,15,481 4,99,413

Total 10,92,711 10,53,890

Less: Amount Capitalised ­ ­

10,92,711 10,53,890

23) Repairs to Buildings & Movable Assets include:

Buildings 2,08,632 1,46,922

Other Assets 5,63,531 4,91,061

24) Minimum Remuneration to the Managing Director (included under appropriate heads):

Salary and allowances 11,13,600 10,02,600

Contribution to Gratuity Provident and Superannuation Nil Nil

Contribution to Provident 1,08,000 93,600

Money Value of perquisites 4,72,452 4,56,718

____________ __________

16,94,052 15,52,918

____________ ___________

Minimum remuneration in accordance with the ceiling limit as laid down under Schedule XIII of the Company’s Act

1956 as approved by the share holders in the Annual General Meeting held on 24th

September 2010.

25) Auditor’s Remuneration includes:

Audit Fees 1,00,000 1,00,000

Certification of statements 98,090 98,090

Out of pocket expenses 6,544 5,430

26) Retainer fees paid to a firm in which a Director of the Company is a partner Nil Nil

27) Notes relating to Leases

The Company has acquired vehicles under finance lease with respective assets as security

i) Cost of Assets 18,80,364 5,21,525

ii) Net Carried amount as on 31.03.12 (WDV) 14,23,839 4,33,295

68

iii) Reconciliation between total minimum lease payments

And their present value

Total minimum lease payments as on 31.03.2012 8,21,944 2,63,236

Less: Future Liability on interest account 1,69,740 42,196

Present value of lease payments as on 31.03.2012 6,52,204 2,21,040

iv) Year wise future minimum lease rental payments:

28) EARNINGS PER SHARE:

31.03.2012 31.03.2011

1 Net Profit/(Loss) after tax (31,13,307) 7,02,507

Less: Cumulative Preference dividend including

Corporate tax thereon

18,11,738 18,11,738

(49,25,045) (11,09,231)

2. Weighted Average number of equity shares for the

purpose of calculating earning per share

27,36,000 27,36,000

3. Basic & Diluted earnings per share (1.80) (0.41)

29) The net deferred tax asset arising on account of unabsorbed depreciation/business loss relating to earlier years has

not been recognized in the books as a matter of prudent policy.

30) RELATED PARTY DISCLOSURE FOR THE YEAR ENDED 31.03.2012:­

A. Names of Related Parties & Nature of Related Parties relationship:

Name of the Company 31.03.2012 31.03.2011

Newbridge Capital Private Limited Holding Company Holding Company

PL Agro Technologies Ltd Subsidiary Company Subsidiary Company

Peirce Leslie Surveyors & Assessors

Limited

Subsidiary Company Subsidiary Company

Peirce Leslie Agencies Limited Subsidiary Company Subsidiary Company

Travel.co.in Limited Subsidiary Company Subsidiary Company

Leslie Agrochem Private Limited Associate Company Associate Company

Key Managerial Personnel Mr.V.Sudhakar Mr.V.Sudhakar

Total Minimum Lease payment as on Present value of Lease payment as on

31.03.2012 31.03.2011 31.03.2012 31.03.2011

Not later than one year

2,09,472 1,02,192 1,39,416 84,171

Later than one year and

not later than give years 6,12,472 1,61,044 5,12,788 1,36,869

Later than five years - - - -

8,21,944 2,63,236 6,56,204 2,21,040

69

B. Nature of transactions during the year 2011­12:

Nature of

Transaction

31.03.2012 30.03.2011

Subsidiary Under the

same

management

Key

Management

Personnel

Subsidiary

Under the

same

management

Key

Management

Personnel

1. Rent Receipt

Peirce Leslie

Agencies

Limited

72,000 Nil Nil 72,000 Nil Nil

Peirce Leslie

Surveyors &

Assessors

Limited

72,000 Nil Nil 72,000 Nil Nil

2. Dividend

Receipt

Peirce Leslie

Agencies

Limited

Nil Nil Nil 20,65,000 Nil Nil

3. Reimbursement

of expenses

Peirce Leslie

Surveyors &

Assessors

Limited

24,00,000 Nil Nil 24,00,000 Nil Nil

Peirce Leslie

Agencies

Limited

10,80,000 Nil Nil Nil Nil Nil

PL Agro

Technologies

Limited

6,00,000 Nil Nil 5,00,000 Nil Nil

4. Outstanding

Due from

Peirce Leslie

Agencies

Limited

1,02,262 Nil Nil 70,133 Nil Nil

Peirce Leslie

Surveyors &

Assessors

Limited

Nil Nil Nil Nil Nil Nil

5. Due to

Peirce Leslie

Agencies

Limited

Nil Nil Nil Nil Nil Nil

Leslie

Agrochem

Private Limited

Nil 40,00,000 Nil Nil 30,00,000 Nil

6. Remuneration Nil Nil 16,94,052 Nil Nil 15,52,916

31) Figures relating to the previous year have been regrouped to conform to the classification for this year. As per our report of even dat

For and on behalf of the Board of Directors of

For VARMA & VARMA Peirce Leslie India Ltd

CHARTERED ACCOUNTANTS

FRN 04532S

K.M.Sukumaran V.Sudhakar V.Venugopal

Partner

M.No.15707 Managing Director Director

Chennai

30th May 2012 V.Sankaran

Company Secretary

70

2.AUDITED BALANCE SHEET AS ON SEPTEMBER 30, 2012

The Board of Directors

Peirce Leslie India Limited

1. We have audited the attached Balance sheet of Peirce Leslie India Limited as at 30th

September 2012 and Statement of Profit and Loss for

the half year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s Management, Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These standards requires that we plan and

perform the audit to obtain reasonable assurance about whether the financial statmetns are free of material misstatement, An audit includes,

examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includeds assessing the

accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation.

We believe that our audit provides a reasonable basis for our opinion.

3. Attention is invited to Note No. 31 regarding the disclosure of comparative figures.

4. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes on the accounts attached thereto, give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance sheet, of the state of affairs of the Company as at 30th September, 2012;

ii) In the profit and loss account , of the Loss for the half year ended on that date

5. This report is intended solely for the use of the Lead Managers of the proposed rights issue of Peirce Leslie India Limited, in connection with the said issue, and should not be used for any other purpose.

For Varma & Varma

Chartered Accountants

FRN 004532S

K M Sukumaran

Partner

M No. 15707

Place: Chennai

Date: 6th February, 2013

71

Peirce Leslie India Limited

Balance Sheet as at

Particulars Note No 30th Sep 2012 31 Mar 2012

Rs. Rs.

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 2 46,717,000 46,717,000

(b) Reserves and Surplus 3 (9,003,177) (7,945,982)

(2) Share application money pending allotment

-

-

(3) Non-Current Liabilities 4

(a) Long-term borrowings 717,207 821,943

(b) Other Long term liabilities - -

(c) Long term provisions 10,069,056 9,610,447

(4) Current Liabilities 5

(a) Short-term borrowings 6,798,362 7,099,234

(b) Trade payables - 279,809

(c) Other current liabilities 12,838,619 12,059,787

(d) Short-term provisions 145,965 189,605

Total 68,283,032 68,831,843

II.Assets

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets 6 53,554,705 54,685,058

(ii) Intangible assets - -

(iii) Capital work-in-progress - -

(b) Non-current investments 7 9,159,930 9,159,930

(c) Long term loans and advances 8 24,692 24,692

(2) Current assets

(a) Current investments - -

(b) Inventories - -

(c) Trade receivables 9 992,276 958,838

(d) Cash and cash equivalents 10 654,672 926,797

(e) Short-term loans and advances 11 3,896,757 3,076,528

(f) Other current assets - -

Total 68,283,032 68,831,843

Summary of significant accounting policies 1

The accompanying notes are an integral part of the financial statements. -

-

For and on behalf of the board of directors of Peirce Leslie India Limited

V. SUDHAKAR

MANAGING DIRECTOR DIRECTORS

As per our report of even date

For VARMA & VARMA

CHARTERED ACCOUNTANTS

V.SANKARAN FRN 04532S

COMPANY SECRETARY K M SUKUMARAN

Chennai PARTNER

6th February 2013 Membership No. 15707

72

Peirce Leslie India Limited

Profit and Loss statement for the period 1.4.2012 to 30.9.2012

Rs.

Particulars Note

No

1.4.2012 to

30.9.2012

Year ended

31 Mar 2012

I. Revenue from operations

Sale of services 1,663,724 1,730,524

Other operating revenues 1,800,002 3,868,579

Total 3,463,726 5,599,103

Total Revenue from Operations 3,463,726 5,599,103

II. Other Income 12 1,865,471 3,757,942

III. Total Revenue (I +II) 5,329,197 9,357,045

IV. Expenses:-

Employee benefit expense 13 2,151,981 2,603,363

Financial costs 14 418,635 1,092,711

Depreciation 1,340,458 2,797,628

Other expenses 15 2,427,302 4,360,322

IV -Total Expenses 6,338,376 10,854,024

V. Profit before extraordinary items and tax (III - IV)

(1,009,179) (1,496,979)

VI. Extraordinary Items

Income tax paid on behalf of erstwhile subsidiary company - 1,060,643

VII. Profit before tax (V - VI)

(1,009,179) (2,557,622)

VIII. Tax expense:

(1) Current tax - -

(2) Previous year - -

(3) Deferred tax - -

IX. Profit (Loss) for the period from continuing operations (VII - VIII) (1,009,179) (2,557,622)

X. Profit / (Loss) for the year (1,009,179) (2,557,622)

XI. Earning per equity share:

(1) Basic (0.74) (0.93)

(2) Diluted (0.70) (1.60)

Summary of significant accounting policies 1

The accompanying notes are an integral part of the financial statements.

For and on behalf of the board of directors of Peirce Leslie India Limited

V. SUDHAKAR

MANAGING DIRECTOR DIRECTORS

As per our report of even date

For VARMA & VARMA

CHARTERED ACCOUNTANTS

V.SANKARAN FRN 04532S

COMPANY SECRETARY

K M SUKUMARAN

Chennai PARTNER

6th February 2013 Membership No. 15707

73

Notes forming part of Balance Sheet Rs. Rs.

As at

30.9.2012

As at

31 Mar 2012

2 Shareholder's Funds

Share Capital

2.1 Equity Share Capital

2.1.1 Authorised Equity Share Capital:-

7000000 Shares (7000000 Shares) of Rs.10 each 70000000 70000000

2.1.2 Issued, Subscribed and Fully Paid Up:-

2736000 Shares (2736000 Shares) of Rs.10 each (A) 27360000 27360000

2.1.3 There no Unpaid Calls, Forfieted Shares

2.1.4 Number of Equity Shares outstanding as at the

beginning of the period

2736000 2736000

Number of Equity Shares outstanding as at the end of

the period

2736000 2736000

Change in the number of Equity Shares Outstanding Nil Nil

2.1.5 Number of Shares held by Holding Company 2079562 2079562

2.1.6 Shares in the company held by each shareholder

holding more than 5 per cent shares

30th Sept. 2012 31st March 2012

Nos. %

holding

Nos. %

holding

Newbridge Capital Private Limited 2151074 78.62 2151074 78.62

3.1 % Cumulative Redeemable Preference Share Capital

3.1.1 Authorised 8% Cumulative Redeemable Preference

Share Capital

30000000 30000000

193570 8%Cumulative Redeemable Preference

Shares (193570 Shares) of Rs.100 each

(B) 19357000 19357000

3.1.2 Number of Preference Shares outstanding as at the

beginning of the period

193570 193570

Number of Preference Shares outstanding as at the

end of the period

193570 193570

Change in the number of Equity Shares Outstanding Nil Nil

3.1.3 Number of Preference Shares held by Holding

Company

193570 193570

3.1.4 Preference Shares in the company held by each

shareholder holding more than 5 per cent shares

30th Sept. 2012 31st March 2012

Nos. % holding Nos. % holding

New bridge Capital Private Limited 193570 100.00 193570 100.00

TOTAL SHARE CAPITAL (A + B) 46717000 46717000

4.1 Notes on Share Capital

4.1.1 The Company has not issued any securities convertible into equity/preference shares.

4.1.2 There are no rights, preferences and restrictions attaching to class of shares mentioned above.

4.1.3 2,03,000 Equity Shares allotted as fully paid up pursuant to a contract without payments being received in

cash.

4.1.4 2,00,000 Equity Shares allotted as fully paid up by way of Bonus Shares through capitalisation of Reserves.

4.1.5 8% Redeemable Cumulative Preference Shares was issued at par to the Holding Company Newbridge

Capital Private Limited on 23rd March 2007. These preference shares are redeemable not later than 10

years.

74

Peirce Leslie India Limited

Notes forming part of Balance Sheet

3 Reserves and Surplus

3.1 Reserves Rs.

Description Balance Additio

ns

Deductio

ns

Balance

as at as at

31 Mar

2012

30th Sep

2012

Capital Redemption Reserve 1500000 0 0 1500000

Capital Subsidy 0 0 0 0

Securities Premium Account 18240000 18240000

Revaluation Reserve 18378173 0 48016 18330157

General Reserve 0 0 0

Total 38118173 - 48016 38070157

3.2 Surplus

Opening Surplus i.e., Balance in Statement of Profit and Loss (43506533) (46064155)

Add:

-

Profit for the period as per XV of Statement of Profit and

Loss

(2557622) (1009179)

Transfer to general Reserve 0 0

Closing Surplus i.e., Balance in Statement of Profit and Loss (46064155) - -

(47073334)

3.3 Total Reserves and Surplus (7945982) - 48016 (9003177)

75

Peirce Leslie India Limited

Notes forming part of Balance Sheet Rs. Rs.

As at

30th Sep 2012

As at

31st Mar 2011

4 Non Current Liabilities

4.1 Long Term Borrowings

4.1.1 Secured

Term Loans from Banks 0 -

Other loans and advances * 717207 821,943

Total Secured Long Term Borrowings 717,207 821,943

4.1.2 Total Long Term Borrowings 717,207 821,943

4.1.3 Notes on Long Term Borrowings

Term loan from Bank is secured by a first charge of book debts and by an Equitable Mortgage by Deposit of

Title deeds of Land and buildings situated at Fort Kochi, Cochin

There has been no continuing default as on Balance Sheet date in repayment of loans.

4.1.4 * Secured by hypothecation of Cars

4.2 Long Term Provisions

Provision for Taxation 14059593 14,015,665

Less: Advance Tax paid 5571128 8,488,465 5 ,782,486 8,233,179

Provision for employee benefits

Provision for Gratuity 856761 794,857

Provision for Leave Encashment 723830 1,580,591 582,411 1,377,268

10,069,056 9,610,447

Total Non Current Liabilities 10,786,263 10,432,390

76

Peirce Leslie India Limited

Notes forming part of Balance Sheet Rs. Rs.

As at

30th Sep 2012

As at

31 Mar 2012

5 Current Liabilities

5.1 Short Term Borrowings

5.1.1 Secured

Loans repayable on demand from banks 2,798,362 3,099,234

5.1.2 Unsecured

Other Loans and advances 4,000,000 4,000,000

Total Short term borrowings 6,798,362 7,099,234

Term loan from Bank is secured by a first charge of book debts and by an Equitable Mortgage by

Deposit of Title deeds of Land and buildings situated at Fort Kochi, Cochin

5.2 Trade Payables

- 279,809

- 279,809

5.3 Other Current Liabilities

Current maturities of finance lease obligations

- -

Interest accrued but not due on borrowings

- -

Due to Subsidiary Company

3,637.00 -

Other payables

12,834,982 12,059,787

12,838,619 12,059,787

5.4 Short Term Provisions

Provision for employee benefits

12,250 25,809

Other provisions

133,715 163,796

145,965 189,605

Total Current Liabilities

19,782,946 19,628,435

77

Peirce Leslie India Limited

Notes forming part of Balance Sheet

6. Non - current Assets Rs.

Description Gross Block Depreciation Net Block

As at Additions /

Disposals /

Acquisitions /

As at As at For the Disposals /

Acquisitions

/

As at As at As at

31 Mar 2012 Adjustments

Adjustments

Impairments

30 Sep 2012 31 Mar 2012 year Adjustments

Impairments

30 Sep 2012 30 Sep 2012

31 Mar 2012

6.1 Tangible assets

Land *

24946721 0 0 0 24946721 0 0 0 0 0 24946721 24946721

Buildings * 39972611 220000 0 0 40192611 19605808 526325 0 0 20132133 20060478 20366803

Plant and Equipment 5402484 0 1 0 5402483 2015545 284646 1 0 2300190 3102293 3386939

Furniture and Fixtures 4562428 39200 1995 0 4599633 2717529 199882 916 0 2916495 1683138 1844899

Vehicles 2259406 0 0 0 2259406 779002 192164 0 0 971166 1288240 1480404

Electrical Installation 4202262 0 0 0 4202262 1542970 185457 0 0 1728427 2473835 2659292

6.2 Total Tangible Assets 81345912 259200 1996 0 81603116 26660854 1388474 917 0 28048411 53554705 54685058

6.3 Previous year 79371594 2707791 733473 0 81345912 24336851 2898716 574713 0 26660854 54685058 55034743

6.4 Capital Work in Progress ** 0 0

6.5 Total non current assets 53554705 54685058

(Total of 6.2, 6.5 )

Note:-

6.6 * Includes amount added on revaluation in 1988/89 & 1993/94 as under

1988/89 1993/94

Land Rs.34,40,486 (Rs.34,40,486) Land Rs.1,30,17,015 (Rs.1,30,17,015)

Buildings Rs.11,36,814 (Rs.11,65,963) Buildings Rs.7,35,842 (Rs.7,54,709)

6.7 ** Depreciation for the year 1388474

Less: Adjusted against Revaluation Reserve

48016

1340458

78

Peirce Leslie India Limited

Notes forming part of Balance Sheet No. of Rs. No. of Rs.

Shares As at Shares As at

30.9.2012 31 Mar 2012

7 Non-Current Investments

7.1 Other Investments (At Cost)

Investment in Equity instruments 23754650 23754650

Investments in Mutual Funds 0 0

Total Other Investments 23754650 23754650

7.2

Less:- Provision for Dimunition in the value of investments * 14594720 14594720

Less:- Transfer to Profit and Loss account 0 0

0

Total of Other Investments 9159930 9159930

7.3 Details of Other Investments

Subsidiary Companies

Equity Instruments of Rs.10/- each - Fully Paid - Unquoted

PL Agro Technologies Ltd *

51.20% (51.20% Previous Year) 1616292 14594720 1616292 14594720

PL Shipping & Logistics India Ltd.

99.99% ( 99.99% Previous Year) 49993 499930 49993 499930

Peirce Leslie Agencies Limited

100% (100% Previous Year) 1000000 7160000 1000000 7160000

(2,84,000 Bonus Shares received during the year 2010/11)

Peirce Leslie Surveyors & Assessors Limited

100% (100% Previous Year) 250000 1000000 250000 1000000

(1,50,000 Bonus Shares received during the year 2009/10)

travel.co.in Limited

(Formerly known as travel.co.in Pvt Ltd.)

100% (100% Previous Year) 50000 500000 50000 500000

23754650 23754650

79

Peirce Leslie India Limited

Notes forming part of Balance Sheet Rs. Rs.

As at

30.9.2012

As at

31 Mar 2012

8 Long Term Loans and advances

Leave Encashment Trust A/c. 8692 8692

Gratuity Trust A/c. 16000 16000

24692 24692

9 Trade Receivables

9.1 Outstanding for a period more than six months from the due date of payment

Secured considered good -

-

Unsecured considered good -

-

Unsecured considered doubtful -

-

Less:- Provison for Doubtful receivables -

-

9.2 Other Trade Receivables

Secured considered good - -

Unsecured considered good 992,276 958,838

Total Trade Receivables 992,276 958,838

Peirce Leslie India Limited

Notes forming part of Balance Sheet Rs.

As at 30.9.2012

Rs.

As at

31 Mar 2012

10 Cash and bank balances

10.1 Cash and Cash equivalents *

Cash on hand* 62,266 58,464

10.2 Other Bank balances *

In current account 230757 506,685

In deposit account 361649 592,406 361,648 868,333

10.3 Total of Cash and bank balances 654,672 926,797

80

Peirce Leslie India Limited

Notes forming part of Balance Sheet Rs. Rs.

As at 30.9.2012 As at 31 Mar 2012

11 Short Term Loans and Advances

11.1 Loans and Adances to Related Parties (Refer Note below)

Unsecured, considered good 1169626 120583

11.2 Others

Unsecured, considered good

Deposits 1159267 1175147

Balances with Customs & Port Authorities 137671 294888

Others 1430193 2727131 1485910 2955945

11.3 Total of Short Term Loans and Advances 3896757 3076528

11.4 Details of Related Parties

Particulars

Dues from Subsidiary Companies

Peirce Leslie Agencies Limited 695371 120583

Peirce Leslie Surveyors & Assessors Limited 441116 0

PL Agro Technologies Limited 31109 0

PL Shipping & Logistics India Limited 2030 0

0 0

1169626 120583

81

Peirce Leslie India Limited

Notes forming part of Profit and Loss Statement Rs. Rs.

01/04/2012 to

30/09/2012

Year ended

31 Mar 2012

12 Other Income

Interest Income 43964 205593

Rent 1795778 3207844

Profit on sale of Fixed Assets 0 101240

Provision no longer required written back 0 26889

Dividend from Subsidiary 0 0

Miscellaneous Income 25729 216376

Total Other Income 1865471 3757942

13 Employee Benefits

Salaries and Wages, 2649491 5439120

Contribution to Provident and other funds, 337573 313920

Staff welfare expenses 82917 196019

Less: Amount recovered from Subsidiary Companies -918000 -3345696

Total Employee Benefits 2151981 2603363

14 Finance Costs

Interest on Term Loan 0 377230

Interest on Inter Corporate Deposit 220000 337814

Interest on Overdraft Account 161571 309842

Other borrowing costs 37064 65535

Othe

rs

0 2290

Net gain / loss on foreign currency transactions and

translation

0 0

Total Finance Costs 418635 1092711

82

Peirce Leslie India Limited

Notes forming part of Profit and Loss Statement Rs. Rs.

1.4.2012 to

30.9.2012

Year ended

31 Mar 2012

15 Other Expenses

Power and fuel. 88395 126295

Rent 228062 420215

Repairs & maintenance - Buildings

Materials 47951 55732

Labour 185268 115842

Tower House 0 166500

Repairs & maintenance - Others

Office Equipments 13720 98127

Car 24068 34664

Office 192664 301298

Insurance 46839 151435

Rates and taxes 97620 139274

Travelling and conveyance 497185 925818

Professional charges 88284 324012

Printing & stationery 84698 153827

Postage & telephones 99783 244058

Advertisement 12825 27265

Bad debts written off 0 453803

Directors' sitting fees 220000 145000

Auditors' remuneration (See note no. 15.1 below) 121094 203520

Pension payments 149362 313484

Bank charges 4167 59583

Miscellaneous expenses 269703 348794

Meeting & Conference expenses 51288 103228

Warehouse management expenses 106326 182852

Less: Amount recovered from Subsidiary companies (202000) (734304)

Total Other Expenses

2,427,302 4,360,322

15.1 Audit Fee 98316 168090

Tax Audit Fee 16854 30000

Reimbursement of expenses 5924 5430

121094 203520

83

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 01.04.2012 TO 30.09.2012

I) Significant Accounting Policies

(a) Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention based on the accrual method and in accordance with Generally Accepted Accounting Principles in India (Indian GAAP). The said financial statements comply with the relevant provisions of the Companies Act,1956 (the Act) and the mandatory Accounting Standards notified by the Central Government of India under Companies (Accounting Standards) Rule, 2006.

(b Use of Estimates

The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of financial statements and the reported amount of revenues and expenses during the accounting period. Difference between the actual results and estimates are recognized in which the results are known / materialized.

(ii) Balance Sheet

(a) Fixed Assets :

Fixed assets other than land and buildings are stated at cost inclusive of appropriate direct expenses. Land and Buildings were revalued based on the valuation report by an approved valuer during the year ended 31st March 1989 and again during the period ended 31st December 1994. Assets acquired on hire purchase agreement are capitalized to the extent of their principal value while hire charges are charged to revenue.

Impairment of Assets :

b) At each balance sheet date, the carrying value of the tangible & intangible assets are reviewed to determine whether there in any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where there is an indication that there is a likely impairment loss for a group of assets, the company estimates the recoverable amount of the group of assets as a whole, and the impairment loss is recognized.

Borrowing Costs :

(c ) Borrowing costs are capitalized as part of qualifying fixed assets when it is possible that they will result in future economic benefits. Other borrowing costs are expensed

Investments :

d) Long Term Investments are stated at cost and provision for diminution in value is made, if the dimunition in value is other than temporary

in nature.

Inventories :

e) Inventories are valued at lower of cost and net realisable value. Raw materials, Stores and Spare parts and General Merchandise are valued at cost arrived at on the basis of FIFO method.

iii) Profit and Loss Account:

(a) Revenue Recognition:

Income from rendering of services in recognized on completion of the jobs. Income from investments is accounted when right to receive is established.

84

(b) Employees Benefits:

Defined Contribution Plan:

Fixed contributions to Provident Fund and Family pension fund are charged to Profit & Loss account.

Defined Benefit Plan

The liability for Gratuity to employees as at balance sheet date determined on the basis of actuarial valuation using Projected Unit Credit method is funded with a Gratuity Fund administered by the trustees and managed by Life Insurance Corporation of India and the contribution thereof paid / payable is absorbed in the accounts.

Liability for Long term compensation absences to eligible employees as at Balance Sheet date determined on actuarial basis is provided for in the accounts.

Short Term Employee Benefits

Short term employee benefits including accumulated compensated absences determined as per Company’s policy / scheme are recognised as expense based on expected obligation on undiscounted basis

(c) Depreciation:

Depreciation is computed on Written Down value method at the rates and in the manner specified in Schedule XIV of the Companies Act, 1956.

Depreciation on the value of the buildings enhanced on revaluation has been adjusted against Fixed Assets Revaluation Reserve.

(d) Foreign Currency Transactions :

Foreign Currency transactions are recorded at the exchange rates prevailing on the date of transaction. Monetary Assets and Liabilities outstanding at the year end are translated at the rate of exchange prevailing at the year end and the profit or loss arising on such transaction is recognised in the Profit & Loss account.

(e) Accounting for Taxes on Income:

Current tax is determined in accordance with Income Tax Act 1961 on the income for the year chargeable to tax. Deferred Tax is recognised on all timing differences subject to the consideration of prudence.

(f) Provisions, Contingent Liabilities and Contingent Assets:

Provisions involving substantial degree of estimation in measurement are recognized 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 recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

85

II) Notes on Accounts :

6 Months ended Year ended

30.09.12 31.03.12

Amount in Rupees

16. Contingent Liabilities:

i) Outstanding Guarantees 115,000 115,000

ii) Cumulative preference dividend for the years

2006­07, 2007­08, 2008­09, 2009­10, 2010­11

2011­12 & 2012/13 (6 months) 8,554,264 7,780,984

17. Loans & Advances include due from subsidiaries of

Of the company:

i) Peirce Leslie Agencies Limited 691,734 102,262

Maximum amount due at any time during

the year 695,371 1,024,353

ii) Travel.co.in Limited Nil Nil

Maximum amount due at any time during

the year Nil Nil

iii) Peirce Leslie Cashews & Coffee Limited Nil Nil

Maximum amount due at any time during

the year Nil Nil

iv) Peirce Leslie Surveyors & Assessors Limited 441,116 Nil

Maximum amount due at any time during

the year 441,116 271,202

v) PL Agro Technologies Limited 31,109 Nil

Maximum amount due at any time during

the year 280,900 Nil

vi) PL Shipping & Logistics India Pvt Limited 2,030 Nil

Maximum amount due at any time during

the year 2,030 Nil

18. There are no dues to Micro and Small Enterprises as per Micro, Small

and Medium Enterprises Development Act, 2006, which are outstanding

for more than 45 days at the Balance sheet date which is on the basis

such parties having been identified by the Management and relied

upon by the auditors.

86

6 Months ended Year ended

30.09.12 31.03.12

Amount in Rupees

19.

a. The details of actuarial valuation in respect of

Gratuity liability as at 30th

September 2012 are

Given below:

i) Projected benefit obligation as at

Beginning of the year N.A. 1581897

Service Cost N.A. 105010

Interest cost N.A. 132552

Acturial (Gains)/Losses N.A. ­121004

Benefits Paid N.A. 0

Projected benefit obligation as at end of

the year N.A. 1698455

ii) Amount recognized in the Balance Sheet:

Projected benefit obligation at the end

of the year N.A. ­1698455

Fair value of the plan assets at the end

Of the year N.A. 1684761

(Liability)/Asset recognized the Balance Sheet N.A. ­13694

iii) Cost of the defined plan for the year:

Current Service Cost N.A. 105010

Interest on obligation N.A. 132552

Expected return on plan assets N.A. ­120783

Net actuarial (gains)/losses recognized

In the year N.A. ­100198

Net cost recognized in the Profit and Loss

Account* N.A. 16581

iv) Assumptions:

Discount rate 8.00% 8.00%

Expected rate of return 8.00% 8.00%

Estimates of future salary increase take account

Of inflation, seniority, promotion and other

Relevant factors, such as supply and demand

In the employment market

87

6 Months ended Year ended

30.09.12 31.03.12

Amount in Rupees

20) Depreciation for the year 1,388,474 2,898,716

Less: adjusted against Revaluation Reserve(*) 48,016 101,088

___________ _______________

1,340,458 2,797,628

____________ _______________

(*) Represents depreciation on the value of the Buildings enhanced On revaluation of such assets, which has been

adjusted against Fixed Assets Revaluation Reserve.

21) The Company has created charge on its office premises at Chennai as collateral security to the bank for the Working

Capital facility Sanctioned by the bank to PL Worldways Limited. The yearly Consideration received against this facility

is disclosed as commission Income.

22) Interest & Finance Charges

Term Loan 337,230

Others 418,635 715,481

____________ ______________

Total 418,635 1,092,711

Less: Amount Capitalised ­ ­

___________ ______________

418,635 1,092,711

23) Repairs to Buildings & Movable Assets include:

Buildings 233,219 208,632

Other Assets 144,114 563,531

24) Minimum Remuneration to the Managing Director (included under appropriate heads):

Salary and allowances 616,800 1,113,600

Contribution to Gratuity and Superannuation Nil Nil

Contribution to Provident 61,200 108,000

Money Value of perquisites 211,428 472,452

___________ _____________

889,428 1,694,052

___________ _____________

Minimum remuneration in accordance with the ceiling Limit as laid down under Schedule XIII of the Company’s Act 1956

as approved by the shareholders In the Annual General Meeting held on 24th

September 2010

25) Auditor’s Remuneration includes:

Audit Fees 50,000 100,000

Certification of elements 65,170 98,090

Out of pocket expenses 5,924 6,544

­­­­­­­­­­­­­­­­ ­­­­­­­­­­­­­­­­­­­­­

121,094 204,634

­­­­­­­­­­­­­­­ ­­­­­­­­­­­­­­­­­­­­

26) Retainer fees paid to a firm in which a Director

Of the Company is a partner Nil Nil

88

27) Notes relating to Leases

6 Months ended Year ended

30.09.12 31.03.12

Amount in Rupees

The Company has acquired vehicles under finance

Lease with respective assets as security

i) Cost of Assets 1,880,364 1,880,364

ii) Net Carried amount as on 30.09.12(WDV) 1,214,821 1,423,839

iii) Reconciliation between total minimum

Lease payments and their present value

Total minimum lease payments as on

30.09.2012 717,207 821,944

Less: Future Liability on interest account 132,674 169,740

Present value of lease payments as on

30.09.2012 584,535 652,204

iv) Year wise future minimum lease rental

Payments:

Total Minimum Lease payment as on Present value of Lease payment as on

30.09.12 31.03.12 30.09.12 31.03.12

Not later than one

year 209,472 209,472 147,803 139,416

Later than one year

and not later than five

years

507,735 612,472 436,730 512,788

Later than five years

- - - -

717,207 821,944 584,533 652,204

28) EARNINGS PER SHARE:

30.09.12 31.03.12

1 Net Profit/(Loss) after tax (1,009,179) (2,557,622)

Less: Cumulative Preference dividend including Corporate tax thereon 905,869 1,811,738

(1,915,048) (4,369,360)

2 Weighted Average number of equity shares for the purpose of calculating earning per share 2,736,000 2,736,000

3 Basic & Diluted earnings per share (0.70) (1.60)

29) The net deferred tax asset arising on account of unabsorbed depreciation loss relating to earlier years has not been

recognized in the books as a matter of prudent policy.

30) RELATED PARTY DISCLOSURE FOR THE PERIOD 30.09.2012

A) Names of Related Parties & Nature of Related Parties relationship:

Name of the Company 31.03.2012 31.03.2011

Newbridge Capital Private Limited Holding Company Holding Company

PL Agro Technologies Ltd Subsidiary Company Subsidiary Company

Peirce Leslie Surveyors & Assessors

Limited

Subsidiary Company Subsidiary Company

Peirce Leslie Agencies Limited Subsidiary Company Subsidiary Company

Travel.co.in Limited Subsidiary Company Subsidiary Company

Leslie Agrochem Private Limited Associate Company Associate Company

Key Managerial Personnel Mr.V.Sudhakar Mr.V.Sudhakar

89

B) Nature of transactions during April 2012 to September 2012 (6 months)

Amount in Rupees

Nature of Transaction

Period ended 30.09.2012 Year ended 31.03.2011

Subsidiary Under the

same

management

Key

Management

Personnel

Subsidiary

Under the

same

management

Key

Management

Personnel

1. Rent Receipt

Peirce Leslie Agencies

Limited

90,000 Nil Nil 72,000 Nil Nil

Peirce Leslie Surveyors

& Assessors Limited

90,000 Nil Nil 72,000 Nil Nil

2. Dividend Receipt

Peirce Leslie Agencies

Limited

Nil Nil Nil Nil Nil Nil

3. Reimbursement of

expenses

Peirce Leslie Surveyors

& Assessors Limited 1,200,000 Nil Nil 24,00,000 Nil Nil

Peirce Leslie Agencies

Limited 540,000 Nil Nil 1,080,000 Nil Nil

PL Agro Technologies

Limited 500,000 Nil Nil 600,000 Nil Nil

4. Outstanding

Due from

Peirce Leslie Agencies

Limited 695,371 Nil Nil 120,583 Nil Nil

Peirce Leslie Surveyors

& Assessors Limited 441,116 Nil Nil Nil Nil Nil

PL Agro Technologies

Limited

31,109 Nil

PL Shipping &

Logistics India Pvt Ltd

2,030 Nil

5. Due to

Peirce Leslie Agencies

Limited 3,637 Nil Nil Nil Nil Nil

Leslie Agrochem

Private Limited Nil 40,00,000 Nil Nil 4,000,000 Nil

6. Remuneration Nil Nil 889,428 Nil Nil 1,694,052

31) Figures relating to the previous year have been regrouped to conform to the classification for this year

For and on behalf of the board of directors of Peirce Leslie India Limited

V.SUDHAKAR Directors V SANKARAN

MANAGING DIRECTOR COMPANY SECRETARY

As per our report of even date

For VARMA & VARMA

Chartered Accountants

FRN 04532S

K M SUKUMARAN

Partner

Membership No.15707

Chennai – 600 008

6th February 2013

90

3.BALANCE SHEET AND PROFIT AND LOSS ACCOUNT FOR SUBSIDIARIES OF THE COMPANY AS ON MARCH 31, 2012

PEIRCE LESLIE AGENCIES LIMITED

BALANCE SHEET AS AT 31st March 2012

NOTES

As at As at

31/03/2012 31/03/2011

EQUITY AND LIABILITIES Rs. Rs.

Shareholders' funds

Share Capital 1 10000000.00 10000000.00

Reserves & Surplus 2 1701261.00 2815164.00

11701261.00 12815164.00

Non-current liabilities

Other long-term borrowings 3 2015061.00 0.00

Long-term provisions 243292.00 2590000.00

2258353.00 2590000.00

Current liabilities

Trade payable 4 6550375.00 5524190.00

Other current liabilities 5 1213290.00 1979149.00

7763665.00 7503339.00

TOTAL 21723279.00 22908503.00

ASSETS

Non-current assets

Fixed assets 6 2213328.00 778209.00

Deferred tax assets 7 749097.00 1388350.00

Advance for income tax 8 1046562.00 4776010.00

Advance for fringe benefit tax 0.00 31925.00

Trade receivable more than 180 days 0.00 416045.00

4008987.00 7390539.00

Current assets

Current Investments 9 153165.00 0.00

Trade receivables less than 180 days 10 13276512.00 10170955.00

Cash and bank balances 11 3211445.00 1468561.00

Short-term loans & advances 12 897058.00 1707683.00

Other current assets 12 176112.00 2170765.00

17714292.00 15517964.00

TOTAL 21723279.00 22908503.00

The accompanying notes are an integral part of the financial statements.

As per our report of even date

For JAGANNATHAN &

SARABESWARAN,

For and on behalf of the board of Directors of PEIRCE

LESLIE AGENCIES LIMITED

CHARTERED ACCOUNTANTS

S. BALASUBRAMANIAN CHAIRMAN

EXECUTIVE

DIRECTOR

Partner

M. No. 007415

FRN 001204S DIRECTORS

Place: Chennai

Dated :24th May 2012

91

PEIRCE LESLIE AGENCIES LIMITED

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2012

NOTES 31.03.2012 31.03.2011

Rs. Rs.

INCOME

Income from Operations net of handling expenses 13 13,153,249.00 15,610,481.00

Other Income 14 1,370,856.00 213,485.00

Total revenue 14,524,105.00 15,823,966.00

EXPENSES

Employee benefits expense 15 7,200,608.00 6,797,073.00

Other expenses 16 6,646,922.00 5,485,417.00

13,847,530.00 12,282,490.00

Earnings before interest,tax,depreciation and 676,575.00 3,541,476.00

amortization (EBITDA)

Depreciation 17 597,996.00 260,299.00

Finance cost 18 233,390.00 90,231.00

PROFIT/(LOSS) BEFORE TAX (154,811.00) 3,190,946.00

Less : Income tax 0.00 1,040,000.00

: Income tax for earlier years 111,058.00 0.00

: Prov. for Gratuity earlier years 208,781.00 0.00

: Defferred Tax (Net) 639,253.00 666,644.00

PROFIT /( LOSS) AFTER TAX (1,113,903.00) 1,484,302.00

APPROPRIATIONS

Provision for interim dividend 0.00 1,000,000.00

Provision for tax on Interim dividend 0.00 166,088.00

PROFIT /( LOSS) FOR THE YEAR (1,113,903.00) 318,214.00

Earnings per Share 19

This is the Profit & Loss Account referred to in our report of even date

For JAGANNATHAN & SARABESWARAN, for and on behalf of board of directors of

CHARTERED ACCOUNTANTS PEIRCE LESLIE AGENCIES LIMITED

S. BALASUBRAMANIAN

Partner

M. No. 007415 EXE. DIRECTOR CHAIRMAN

FRN 001204S

Place: Chennai

Dated : 24th May 2012 DIRECTORS

92

PEIRCE LESLIE SURVEYORS & ASSESSORS LIMITED

BALANCE SHEET AS AT 31st March 2012

NOTES As at As at

31/03/2012 31/03/2011

EQUITY AND LIABILITIES Rs. Rs.

Shareholders' funds

Share Capital 1 2500000.00 2500000.00

Reserves & Surplus 2 6338518.00 4520556.00

8838518.00 7020556.00

Non-current liabilities

Other long-term borrowings 3 680000.00 108300.00

Long-term provisions 4 1511584.00 550086.00

2191584.00 658386.00

Current liabilities

Trade payable 5 216559.00 136534.00

Other current liabilities 852842.00 615470.00

1069401.00 752004.00

TOTAL 12099503.00 8430946.00

ASSETS

Non-current assets

Fixed assets 6 1282485.00 448555.00

Deferred tax assets 7 20014.00 19728.00

Advance for income tax 8 1681824.00 1374068.00

Advance for fringe benefit tax 0.00 14842.00

Trade receivable more than 180 days 0.00 287405.00

2984323.00 2144598.00

Current assets

Current Investments 9 2514457.00 1572040.00

Trade receivables less than 180 days 10 4161812.00 2180646.00

Cash and bank balances 11 2284673.00 2142405.00

Short-term loans & advances 12 154238.00 391257.00

Other current assets 0.00 0.00

9115180.00 6286348.00

TOTAL 12099503.00 8430946.00

The accompanying notes are an integral part of the financial statements.

As per our report of even date For and on behalf of the board of Directors of

PEIRCE LESLIE SURVEYORS &

ASSESSORS LIMITED

For JAGANNATHAN & SARABESWARAN,

CHARTERED ACCOUNTANTS

S. BALASUBRAMANIAN Chairman Executive Director Directors

Partner

M. No. 007415

FRN 001204S

93

PEIRCE LESLIE SURVEYORS & ASSESSORS LIMITED

STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2012

NOTES 31.03.2012 31.03.2011

Rs. Rs,

INCOME

Income from operations net of handling expenses 13 13,636,401.00 10,785,161.00

Other Income 14 351,130.00 139,523.00

Total revenue 13,987,531.00 10,924,684.00

EXPENSES

Employee benefits expense 15 4,422,418.00 3,701,497.00

Other expenses 16 6,583,210.00 5,768,053.00

11,005,628.00 9,469,550.00

Earnings before interest,tax, and depreciation(EBITD) 2,981,903.00 1,455,134.00

Depreciation 17 188,798.00 141,437.00

Finance cost 18 53,429.00 41,833.00

PROFIT BEFORE TAX 2,739,676.00 1,271,864.00

Less : Income tax 922,000.00 430,000.00

Add : Defferred Tax Asset 286.00 5,894.00

PROFIT FOR THE YEAR 1,817,962.00 847,758.00

Earning per share 19

As per our report of even date For and on behalf of the board of Directors of

PEIRCE LESLIE SURVEYORS & ASSESSORS

LIMITED

For JAGANNATHAN & SARABESWARAN,

CHARTERED ACCOUNTANTS

S. BALASUBRAMANIAN Chairman Executive Director Directors

Partner

M. No. 007415

FRN 001204S

Place: Chennai

Dated : 24th May 2012

94

travel.co.in LIMITED

(Formerly known as travel.co.in Private Ltd)

37 Dr P V Cherian Crescent

Egrmore, Chennai 600 008

BALANCE SHEET AS AT 31st MARCH 2012

Notes As at As at

No. 31.03.2012 31.03.2011

EQUITY AND LIABILITIES : Rs. Rs.

SHAREHOLDER'S FUNDS

Share Capital 3 500,000 500,000

Reserves & Surplus 4 28,268 10,764

CURRENT LIABILITIES

Other Current Liabilities 5 3,371 3,371

Short Term Provisions 6 13,016 4,813

544,655 518,948

ASSETS :

CURRENT ASSETS

Cash and Cash Equivalnts 7 388,930 390,054

NON CURRENT ASSETS

Short Term Loan & Advances 8 16,462 8,016

Other Current Assets 9 139,263 120,878

TOTAL 544,655 518,948

DIRECTORS

(M.ILANGUMARAN)

Chartered Accountant

Chennai

18th May 2012

95

travel.co.in LIMITED

(Formerly known as travel.co.in Private Limited)

37 Dr P V Cherian Crescent

Egrmore, Chennai 600 008

STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31-03-2012

Continuing Operations Notes As at As at

No. 31.3.2012 31.3.2011

Rs. Rs.

Other Income 10 25,707 15,577

25,707 15,577

Expenses - -

- -

Profit Before Tax 25,707 15,577

Tax Expenses :

Current Tax 8,203 4,813

Profit for the year 17,504 10,764

Earning per equity Share

Basic 0.35 0.22

DIRECTORS

(M.ILANGUMARAN)

Chartered Accountant

Chennai

18th May 2012

96

PL SHIPPING & LOGISTICS INDIA LTD

STATEMENT OF BALANCE SHEET FOR THE YEAR ENDED 31-03-2012

Schedule As at As at

No. 31.03.2012 31.03.2011

EQUITY AND LIABILITIES : Rs. Rs.

1. SHAREHOLDER'S FUNDS :

Share Capital 1 500,000 Nil

2. Non Current Liabilities :

Unsecured Loans 2 Nil Nil

3. CURRENT LIABILITIES :

Other Current Liabilities 3 2,000 Nil

Profit & Loss A/c 4,469 Nil

506,469 Nil

NON-CURRENT ASSETS :

Fixed Assets : Nil Nil

ASSETS :

CURRENT ASSETS :

Cash and Cash Equivalnts 4 456,431 Nil

Short Term Loan & Advances 5 7,389 Nil

Other Current Assets - Pre Operative Expenses 6 42,649 Nil

TOTAL 506,469 Nil

for JAGANNATHAN & ARABESWARAN

CHARTERED ACCOUNTANTS

S. BALASUBRAMANIAN

PARTNER DIRECTORS

M. No.007415

FRN 001204S

Place: Chennai

Dated: 24 /05/2012

97

PL SHIPPING & LOGISTICS INDIA LTD

STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31-03-2012

Schedule As at As at

No. 31.3.2012 31.3.2011

Rs. Rs.

Other Income 7 7,389 Nil

A 7,389 Nil

Expenses 8 920 -

B 920 -

Profit Before Tax (A-B) 6,469 Nil

Tax Expenses :

Current Tax 2,000 0

Profit After Tax 4,469 NIL

Profit brought forward from last year Nil -

Balance transferred 4,469 NIL

Earning per equity Share

Basic 0.09 NIL

for JAGANNATHAN & ARABESWARAN

CHARTERED ACOUNTANTS

S. BALASUBRAMANIAN

PARTNER

M. No.007415

FRN 001204S DIRECTORS

Place : Chennai

Dated : 24th May, 2012

98

PL Agro Technologies Limited

Balance Sheet as at 31st March 2012

Particulars Note No. As at 31 March, 2012 As at 31 March, 2011

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 3 31,568,200 31,568,200

(b) Reserves and surplus 4 46,701,175 42,942,590

(c) Money received against share warrants

78,269,375 74,510,790

2 Share application money pending allotment - -

3 Non-current liabilities

(a) Long-term borrowings 5 1,443,979 893,139

(b) Deferred tax liabilities (net)

(c) Other long-term liabilities -

(d) Long-term provisions

1,443,979 893,139

4 Current liabilities

(a) Short-term borrowings 6 3,046,649

(b) Trade payables 7 28,279,990 18,621,734

(c) Other current liabilities 8 9,730,573 8,475,986

(d) Short-term provisions 9 807,944 3,122,207

41,865,156 30,219,927

TOTAL 121,578,510 105,623,856

B ASSETS

1 Non-current assets

(a) Fixed assets

(i) Tangible assets 10.A 18,865,375 16,954,943

(ii) Intangible assets 10.B 178,901 207,805

(iii) Capital work-in-progress

(iv) Intangible assets under development

(v) Fixed assets held for sale

19,044,276 17,162,748

(b) Non-current investments 11 69,500 69,500

(c) Deferred tax assets (net) 2,446,482 2,773,250

(d) Long-term loans and advances -

(e) Other non-current assets -

2 Current assets

(a) Current investments -

(b) Inventories 12 48,648,835 31,427,152

(c) Trade receivables 13 27,664,014 37,629,829

(d) Cash and cash equivalents 14 17,940,259 11,108,379

(e) Short-term loans and advances 15 5,554,057 5,446,907

(f) Other current assets 16 211,087 6,091

100,018,252 85,618,358

TOTAL 121,578,510 105,623,856

See accompanying notes forming part of the financial statements - -

In terms of our report attached.

For Jagannathan and Sarabeswaran For and on behalf of the Board of Directors

Chartered Accountants Chairman Managing Director Director

P.S.Narasimhan

Partner

Place: Chennai

Date: 25/05/2012

99

PL Agro Technologies Limited

Statement of Profit and Loss for the year ended 31st March 2012

Particulars Note

No.

For the year

ended

31 March, 2012

For the year

ended

31 March, 2011

A Continuing Operations

1 Revenue from operations (gross) 274,824,890 282,175,435

Less: Excise duty 433,597 -

Revenue from operations (net) 17 274,391,293 282,175,435

2 Other income 18 3,851,543 3,550,673

3 Total revenue (1+2) 278,242,836 285,726,108

4 Expenses

(a) Cost of materials consumed 19 156,476,414 161,867,810

(b) Purchases of stock-in-trade

(c)Changes in inventories of finished goods, work-in-progress and stock-in-trade

(d) Employee benefits expense 20 36,573,994 29,588,649

(e) Finance costs 21 946,575 734,562

(f) Depreciation and amortisation expense 10.C 2,669,424 2,301,945

(g) Other expenses 22 76,137,860 73,718,896

Total expenses 272,804,267 268,211,862

5 Profit / (Loss) before exceptional and extraordinary items and tax (3 - 4) 5,438,569 17,514,246

6 Exceptional items

7 Profit / (Loss) before extraordinary items and tax (5 + 6) 5,438,569 17,514,246

8 Extraordinary items

9 Profit / (Loss) before tax (7 + 8) 5,438,569 17,514,246

10 Tax expense:

(a) Current tax expense for current year

1,088,000 3,500,000

(b) (Less): MAT credit (where applicable)

(c) Current tax expense relating to prior years 264,320 281,610

(d) Net current tax expense

(e) Deferred tax 326,768

1,679,088 3,781,610

11 Profit / (Loss) from continuing operations (9 +10) 3,759,481 13,732,636

B Discontinuing Operations

12 Profit/(Loss) from discontinuing operations - -

13 Profit / (Loss) for the year (11+12) 3,759,481 13,732,636

See accompanying notes forming part of the financial statements

In terms of our report attached.

For Jagannathan and Sarabeswaran For and on behalf of the Board of Directors

Chartered Accountants

P.S.Narasimhan Chairman Managing Director Director

Partner

Place: Chennai

Date :

25/5/2012

100

4.CONSOLIDATED FINANCIAL STATEMENTS AS ON MARCH 31, 2012

Auditors report to the Board of Directors of Peirce Leslie India Limited on the consolidated Financial Statements of Peirce Leslie India

Limited and its subsidiaries

We have audited the attached consolidated Balance sheet of Peirce Leslie India Limited and its subsidiaries – PL Agro Technologies Limited,

Peirce Leslie Agencies Limited, Peirce Leslie Surveyors & Assessors Limited, travel.co.in Limited and PL Shipping & Logistics India

Limited as at March 31, 2012, the consolidated Profit and Loss account and the consolidated Cash flow statement for the year ended on that

date annexed thereto. These financial statements are the responsibility of Peirce Leslie India Limited’s management and have been prepared

by the Management on the basis of separate financial statements and other financial information regarding subsidiaries. Our responsibility is

to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. These standards requires that we plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes,

examining on a test basis evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the

accounting principles used and significant estimates made by management, as well as evaluating the over all financial statement presentation,

We believe that our audit provides a reasonable basis for our opinion.

We did not audit the financial statements of the above subsidiary companies whose financial statement reflect total assets of Rs.

21,32,51,509/- as at March 31, 2012, total revenues of Rs. 31,61,44,613/- and net cah inflow amounting to Rs. 85,30,295/- for the yer then

ended. These financial statements and other financial information have been audited by the other auditors whose report has been furnished to

us, and our opinion is based solely on the report of the other auditors.

We report that the consolidated financial statements have been prepared by the Company’s Management in accordance with the requirements

of Accounting Standard 21 (AS-21) – ‘Consolidated Financial Statements’ notified by the Central Government of India under the Companies

( Accounting Standards) Rules, 2006.

Based on our audit and on consideration of reports of other auditors on separate financial statements and on the other financial information of

the subsidiaries, and to the best of our information and according to the explanations given to us, we are of the opinion that the attached

consolidated financisal statements give at a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of consolidated Balance sheet, of the state of affairs of the group as at March 31, 2012;

b) In the case of consolidated Statement of Profit and Loss, of the Profit of the group for the year ended on that date; and

c) In the case of the consolidated Cash Flow Statement , of the cash flows of the group for the year ended on that date:

For Varma & Varma

Chartered Accountants

FRN: 04532S

K M Sukumaran

Partner

M.No. 15707

Place: Chennai

Date: 30.05.2012

101

Consolidated Balance Sheet as at 31st March 2012

Particulars Note No 31 Mar 2012 31 Mar 2011

Rs. Rs.

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 2 46,717,000 46,717,000

(b) Reserves and Surplus 3 44,550,993 44,559,713

(2) Share application money pending allotment - -

(3) Non-Current Liabilities 4

(a) Long-term borrowings 4,960,983 5,155,874

(b) Other Long term liabilities - -

(c) Long term provisions 8,626,102 4,273,465

(4) Current Liabilities 5

(a) Short-term borrowings 10,145,883 3,663,682

(b) Trade payables 29,629,200 19,874,666

(c) Other current liabilities 29,428,274 27,623,955

(d) Short-term provisions 997,549 3,307,003

5) Minority Interest 38,195,525 36,361,266

Total 213,251,509 191,536,624

II.Assets

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets 6 77,046,246 73,216,451

(ii) Intangible assets 178,901 207,807

(iii) Capital work-in-progress - -

(b) Non-current investments 7 2,737,122 1,641,540

(c) Long term loans and advances 8 24,692 24,692

(d) Deferred tax assets 3,215,593 4,181,328

(2) Current assets

(a) Current investments - -

(b) Inventories 9 48,648,835 31,427,152

(c) Trade receivables 10 46,061,176 52,146,846

(d) Cash and cash equivalents 11 25,208,535 16,678,240

(e) Short-term loans and advances 12 9,948,497 11,891,690

(f) Other current assets 181,912 120,878

Total 213,251,509 191,536,624

Summary of significant accounting policies 1

The accompanying notes are an integral part of the financial statements. - -

For and on behalf of the board of directors of Peirce Leslie India Limited

V. SUDHAKAR V. VENUGOPAL

MANAGING DIRECTOR DIRECTOR

As per our report of even date

For VARMA & VARMA

CHARTERED ACCOUNTANTS

V.SANKARAN

COMPANY SECRETARY

FRN 04532S

K M SUKUMARAN

Chennai PARTNER

30th May 2012 Membership No. 15707

102

Consolidated Profit and Loss Statement for the year ended 31st March 2012

Rs.

Particulars Note No Year ended 31

Mar 2012

Year ended 31

Mar 2011

I. Revenue from operations

Sale of services 302,911,467 310,602,733

Other operating revenues 3,868,579 3,517,385

Total 306,780,046 314,120,118

Total Revenue from Operations 306,780,046 314,120,118

II. Other Income 12 9,364,567 7,293,616

III. Total Revenue (I +II) 316,144,613 321,413,734

IV. Expenses:-

Cost of materials consumed 156,476,414 161,867,810

Employee benefit expense 15 54,354,860 44,943,051

Financial costs 16 2,326,105 1,920,516

Depreciation 6,253,846 5,342,157

Other expenses 17 90,383,538 86,186,883

IV -Total Expenses 309,794,763 300,260,417

V. Profit before extraordinary items and tax (III - IV) 6,349,850 21,153,317

VI. Extraordinary Items

Income tax paid on behalf of erstwhile subsidiary company 1,060,643 -

VII. Profit before tax (V - VI) 5,289,207 21,153,317

VIII. Tax expense:

(1) Current tax 2,020,203 4,974,813

(2) Previous year 375,378 804,787

(3) Deferred tax 965,735 660,750

IX. Profit (Loss) for the perid from continuing operations (VII - VIII) 1,927,891 14,712,967

Less: Minority interest 1,834,627 6,701,526

X. Profit for the year before appropriations 93,264 8,011,441

APPROPRIATIONS

Income Tax on Dividend - 166,088

Profit for the year 93,264 7,845,353

XI. Earning per equity share:

Basic/Diluted (0.63) 2.27

Summary of significant accounting policies 1

The accompanying notes are an integral part of the financial statements.

For and on behalf of the board of directors of Peirce Leslie India Limited

V. SUDHAKAR V. VENUGOPAL

MANAGING DIRECTOR DIRECTOR

As per our report of even date

V.SANKARAN For VARMA & VARMA

COMPANY SECRETARY CHARTERED ACCOUNTANTS

FRN 04532S

K M SUKUMARAN

PARTNER

Membership No. 15707

Chennai

30th May 2012

103

PEIRCE LESLIE INDIA LIMITED (Consolidated)

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 ST MARCH 2012

For the Year ended

31.3.2012

Rs. In Lakhs

For the Year ended

31.3.2011

Rs. In Lakhs

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Tax 5289207 21153317

Adjustments for :

Depreciation 6253846 5342157

Provisions 1015891 590329

Foreign Exchange Loss 0 0

Bad Debts / Advances written off 2240025 197954

Provision for Doubtful Advances 0 0

Interest Expenses 2326105 1830285

Loss on Sale of Assets 0 11835867 5884 7966609

Interest Income (956925) (279932)

Exchange Gain 0 (2115)

Power Subsidy (896) (1037)

Income from Investments (87073) (135759)

Provision no longer required written

back

(652527) (1881321)

Profit on sale of Assets (402078) (64327)

(2099499) (2364491)

Operating Profit before working capital changes 15025575 26755435

Adjustments for :

Trade and Other Receivables 5788838 (27490426)

Inventories (17221683) (11432845) (12374724) (39865150)

Trade Payables 14355890 14355890 7532120 7532120

Cash generated from operations 17948620 (5577595)

Interest paid 0 0

Preliminary Expenses (61034) (10463)

Direct Taxes paid (3513181) (3574215) 1443340 1432877

Cash flow before Extraordinary items 14374405 (4144718)

NET CASH FROM OPERATING ACTIVITIES (A) 14374405 (4144718)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (10924739) (4547426)

Sale of Fixed Assets 1171008 159766

Sale of Investments 0 2532906

Purchase of Investments (1095582) 0

Interest Income 956925 279932

Income from investments 87073 135759

NET CASH FROM INVESTING ACTIVITIES (B) (9805315) (1439063)

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds/(repayment) from Borrowings 6287310 (755571)

Fixed Deposits 0 0

Interest paid (2326105) (1830285)

NET CASH FROM FINANCING ACTIVITIES (C) 3961205 (2585856)

104

Net Increase / Decrease in Cash and Cash equivalent (A+B+C) 8530295 (8169637)

Cash and Cash equivalents as at 31.3.2011

(Opening Balance) 16678240 24847877

Cash and Cash equivalents as at 31.3.2012

(Closing Balance) 25208535 16678240

V. SUDHAKAR V. VENUGOPAL

MANAGING DIRECTOR DIRECTOR

V. SANKARAN

COMPANY SECRETARY For VARMA & VARMA

CHARTERED ACCOUNTANTS

FRN 04532S

K M SUKUMARAN

Chennai - 600 008 PARTNER

30th May 2012 M.No. 15707

105

Peirce Leslie India Limited – Consolidated

Notes forming part of Balance Sheet Rs. Rs.

As at 31 Mar 2012 As at 31 Mar 2011

2 Shareholder's Funds

Share Capital

2.1 Equity Share Capital

2.1.1 Authorised Equity Share Capital:-

7000000 Shares (7000000 Shares) of Rs.10 each 70000000 70000000

2.1.2 Issued, Subscribed and Fully Paid Up:-

2736000 Shares (2736000 Shares) of Rs.10 each (A) 27360000 27360000

2.1.3 There no Unpaid Calls, Forfieted Shares

2.1.4 Number of Equity Shares outstanding as at the beginning of the

period

2736000 2736000

Number of Equity Shares outstanding as at the end of the period 2736000 2736000

Change in the number of Equity Shares Outstanding Nil Nil

2.1.5 Number of Shares held by Holding Company 2079562 2079562

2.1.6 Shares in the company held by each shareholder

holding more than 5 per cent shares

31st March 2012 31st March 2011

Nos. % holding Nos. % holding

Newbridge Capital Private Limited 2079562* 76.01* 2079562 76.01

3.1 % Cumulative Redeemable Preference Share Capital

3.1.1 Authorised 8% Cumulative Redeemable Preference Share Capital 30000000 30000000

193570 8%Cumulative Redeemable Preference

Shares (193570 Shares) of Rs.100 each

(B) 19357000 19357000

3.1.2 Number of Preference Shares outstanding as at the beginning of the

period

193570 193570

Number of Preference Shares outstanding as at the end of the period 193570 193570

Change in the number of Equity Shares Outstanding Nil Nil

3.1.3 Number of Preference Shares held by Holding Company 193570 193570

3.1.4 Preference Shares in the company held by each

shareholder holding more than 5 per cent shares

31st March 2012 31st March 2011

Nos. % holding Nos. % holding

Newbridge Capital Private Limited 193570 100.00 193570 100.00

TOTAL SHARE CAPITAL (A + B) 46717000 46717000

4.1 Notes on Share Capital

4.1.1 The Company has not issued any securities convertible into equity/preference shares.

4.1.2 There are no rights, preferences and restrictions attaching to class of shares mentioned above.

4.1.3 2,03,000 Equity Shares allotted as fully paid up pursuant to a contract without payments being received in cash.

4.1.4 2,00,000 Equity Shares allotted as fully paid up by way of Bonus Shares through capitalisation of Reserves.

4.1.5 8% Redeemable Cumulative Preference Shares was issued at par to the Holding Company Newbridge Capital Private

Limited on 23rd March 2007. These preference shares are redeemable not later than 10 years.

*Folio Nos 6249 and 6251 was inadvertently not added

106

Peirce Leslie India Limited - Consolidated

Notes forming part of Balance Sheet

3 .Reserves and Surplus

3.1 Reserves Rs.

Description Balance Additi

ons

Deductions Balance

as at as at

31 Mar 2011 31 Mar 2012

Capital Redemption Reserve 1500000 0 0 1500000

Power Subsidy 3296 0 896 2400

Restructure Reserve 41083678 0 0 41083678

Securities Premium Account 18240000 0 0 18240000

Revaluation Reserve 18479261 0 101088 18378173

General Reserve 935000 0 0 935000

Total 80,241,235 - 101,984 80,139,251

3.2 Surplus

Opening Surplus i.e., Balance in Statement of Profit and Loss (43526875) (35681522)

Add:

-

Profit for the period as per XV of Statement of Profit and

Loss

7845353 93264

Transfer to general Reserve 0 0

Closing Surplus i.e., Balance in Statement of Profit and Loss (35,681,522) - - (35,588,258)

3.3 Total Reserves and Surplus 44,559,713 - 101,984 44,550,993

3.4 Power subsidy received by PL Agro Technologies Ltd. Is being recognised as deferred income over the useful life of the asset

as per accounting Standard-12.

Consequently, Rs. 896/- ( previous year Rs.1037) has been taken credit for during the year and the balance disclosed under

"Power Subsidy"

107

Peirce Leslie India Limited (Consolidated)

Notes forming part of Balance Sheet Rs. Rs.

As at

31 Mar 2012

As at

31 Mar 2011

4 Non Current Liabilities

4.1 Long Term Borrowings

4.1.1 Secured

Term Loans from Banks 0 3891199

Other loans and advances * 4960983 1264675

Total Secured Long Term Borrowings 4,960,983

5,155,874

4.1.2 Total Long Term Borrowings 4,960,983

5,155,874

4.1.3 Notes on Long Term Borrowings

Term loan from Bank is secured by a first charge of book debts and by an Equitable Mortgage by Deposit of

Title deeds of Land and buildings situated at Fort Kochi, Cochin

There has been no continuing default as on Balance Sheet date in repayment of loans and interest.

4.1.4 * Secured by hypothecation of Cars

4.2 Long Term Provisions

Provision for employee benefits

Provision for Taxation 15380681 17330754

Less: Advance Tax paid 8534723 6,845,958 13821542 3,509,212

Provision for Gratuity 1105574 197917

Provision for Leave Encashment 674570 1,780,144 566336 764,253

8,626,102 4,273,465

Total Non Current Liabilities 13,587,085

9,429,339

108

Peirce Leslie India Limited (Consolidated)

Notes forming part of Balance Sheet Rs. Rs.

As at

31 Mar 2012

As at 31 Mar 2011

5 Current Liabilities

5.1 Short Term Borrowings

5.1.1 Secured

Loans repayable on demand from banks 6145883 663682

5.1.2 Unsecured

Other Loans and advances 4000000 3000000

Total Short term borrowings 10,145,883 3,663,682

Term loan from Bank is secured by a first charge of book debts

and by an Equitable Mortgage by Deposit of Title deeds of Land

and buildings situated at Fort Kochi, Cochin

5.2 Trade Payables 29629200 19874666

29,629,200 19,874,666

5.3 Other Current Liabilities

Current maturities of finance leace obligations 0 0

Interest accrued but not due on borrowings 0 0

Other payables 29,428,274 27,623,955

29,428,274 27,623,955

5.4 Short Term Provisions

Provision for employee benefits 772537 627525

Other provisions 225012 2679478

997,549 3,307,003

Total Current Liabilities 70,200,906 54,469,306

109

Peirce Leslie India Limited (Consolidated)

Notes Forming part of Balance Sheet

6 Non - current Assets Rs.

Description Gross Block Depreciation Net Block

As at Additions / Disposals / Acquisitions /

As at As at For the Disposals /

Acquisitions /

As at As at As at

31 Mar 2011

Adjustments Adjustments

Impairments

31 Mar 2012

31 Mar 2011 year Adjustments

Impairments

31 Mar 2012 31 Mar 2012 31 Mar 2011

6.1 Tangible assets

Land * 27088279 0 0 0 27088279 0 0 0 0 0 27088279 27088279

Buildings * 64604680 654538 0 0 65259218 35020369 1948461 0 0 36968830 28290388 29584299

Plant and Equipment 20336981 2553943 3140 0 22887784 11553517 1717126 674 0 13269969 9617815 8783464

Furniture and Fixtures 5686213 1439247 9085 0 7116375 3965757 513477 5940 0 4473294 2643081 1720455

Assets bought under Hire Purchase - Vehicle 6717787 4694753 2779213 0 8633327 4249945 1315276 2174654 0 3390567 5242760 2467841

Vehicles 2587930 1441796 733473 0 3296253 1952483 413852 574713 0 1791622 1504631 635447

Electrical Installation 4061800 140462 0 0 4202262 1125134 417836 0 0 1542970 2659292 2936666

6.2 Total Tangible Assets 131083670 10924739 3524911 0 138483498 57867205 6326028 2755981 0 61437252 77046246 73216451

6.3 Previous year 127151393 4547426 615149 0 131083670 52966059 5414989 513826 0 57867222 73216448 74185346

6.4 Capital Work in Progress ** 0 0

6.5 Total non current assets 77046246 73216451

(Total of 6.2, 6.5 )

Note:-

6.6 * Includes amount added on revaluation in 1988/89 & 1993/94 as under

1988/89 1993/94

Land

Rs.34,40,486 (Rs.34,40,486) Land Rs.1,30,17,015 (Rs.1,30,17,015)

Buildings

Rs.11,65,963 (Rs.12,27,330) Buildings Rs.7,54,709 (Rs.7,94,430)

6.7 ** Depreciation for the year 6354934

Less: Adjusted against Revaluation Reserve 101088

6253846

Description Gross Block Depreciation Net Block

As at Additions / Disposals /

Acquisitions /

As at As at For the Disposals /

Acquisitions / As at As at As at

31 Mar 2011

Adjustments Adjustments

Impairments

31 Mar 2012

31 Mar 2011 year Adjustments

Impairments 31 Mar 2012

31 Mar 2012

31 Mar 2011

6.8 Intangible assets

Licenses and franchise 600000 0 0 0 600000 392193 28906 0 0 421099 178901 207807

6.9 Total Intangible Assets 600000 0 0 0 600000 392193 28906 0 0 421099 178901 207807

6.10 Previous year 600000 0 0 0 600000 358617 33576 0 0 392193 207805 241383

110

Peirce Leslie India Limited (Consolidated)

Notes forming part of Balance Sheet No. of Rs. No. of Rs.

Shares As at Shares As at

31 Mar 2012 31 Mar 2011

7 Non-Current Investments

7.1 Other Investments (At Cost)

Investment in Equity instruments 0 0

Investments in Mutual Funds 202107 2667622 134006 1572040

Starte Bank of Trivancore 70 42000 70 42000

Total Other Investments 2709622 1614040

7.2 In Government Securities 27500 27500

2737122 1641540

Peirce Leslie India Limited (Consolidated)

Notes forming part of Balance Sheet Rs. Rs.

As at

31 Mar 2012

As at

31 Mar 2011

8 Long Term Loans and advances

Leave Encashment Trust A/c. 8692 8692

Gratuity Trust A/c. 16000 16000

24692 24692

9 Inventories

Raw materials 28,167,742 17,574,991

Finished goods (other than those acquired for trading) 20,221,643 13,612,161

Stores and spares 259,450 240,000

48,648,835 31,427,152

10 Trade Receivables

10.1 Outstanding for a period more than six months from the due date of payment

Secured considered good 0 0

Unsecured considered good 2759368 910849

Unsecured considered doubtful 0 0

Less:- Provison for Doubtful receivables 0 0

10.2 Other Trade Receivables

Secured considered good 0 0

Unsecured considered good 43301808 51235997

Total Trade Receivables 46,061,176 52,146,846

111

Peirce Leslie India Limited (Consolidated)

Notes forming part of Balance Sheet Rs. Rs.

As at 31 Mar 2012 As at 31 Mar 2011

11 Cash and bank balances

11.1 Cash and Cash equivalents *

Cash on hand* 569161 1364443

11.2 Other Bank balances *

In current account 7040493 11737925

In deposit account 17598881 24639374 3575872 15313797

11.3 Total of Cash and bank balances 25208535 16678240

Peirce Leslie India Limited (Consolidated)

Notes forming part of Balance Sheet Rs. Rs.

As at 31 Mar 2012 As at 31 Mar 2011

12 Short Term Loans and Advances

12.1 Loans and Adances to Related Parties

Unsecured, considered good 0 0

secured, considered good 0 0

12.2 Others

Unsecured, considered good

Deposits 2413215 4424888

Balances with Customs & Port Authorities 294888 447826

Others 7240394 9948497 7018976 11891690

12.3 Total of Short Term Loans and Advances 9948497 11891690

112

PEIRCE LESLIE INDIA LIMITED (Consolidated)

As at As at

Notes forming part of Balance Sheet 31st March 31st March

2012 2011

13. Miscellaneous Expenditure Rs. Rs.

Preliminary Expenditure 50,610 9,985

Pre-operative expenditure

Audit Fee 49,435 36,064

Bank charges & interest 3,400 2,750

Domain name registration / renewal, internet charges, etc. 26,220 26,220

Filing Fees 31,465 30,615

Printing & Stationery 4,154 2,160

Professional Fee 12,659 1,675

Rates & Taxes 1,344

Sundry Expenses 2,625 11,409

181,912 120,878

113

Peirce Leslie India Limited (Consolidated)

Notes forming part of Profit and Loss Statement Rs. Rs.

Year ended

31 Mar 2012

Year ended

31 Mar 2011

14 Other Income

Interest Income 956925 279932

Rent 3207844 3057358

Profit on sale of Fixed Assets 402078 30050

Credit balance no longer required written back 323624 0

IT refund from income tax department 247510 0

Provision no longer required written back 328903 104327

Dividend from others 0 0

Dividend from long term investments 7000 16800

Dividend from Mutual Funds 80073 118959

Miscellaneous Income 3810610 3686190

Total Other Income 9364567 7293616

15 Employee Benefits

Salaries and Wages, 47935787 39575457

Contribution to Provident and other funds, 3486630 2935148

Staff welfare expenses 2932443 2432446

Total Employee Benefits 54354860 44943051

16 Finance Costs

Interest on Term Loan 377230 554477

Interest on Inter Corporate Deposit 337814 330678

Interest on Overdraft Account 1061184 878511

Other borrowing costs 394887 40680

Othe

rs

154990 116170

Net gain / loss on foreign currency transactions and

translation

0 0

Total Finance Costs 2326105 1920516

114

Peirce Leslie India Limited (Consolidated) Year ended

31 Mar 2012 (Rs.)

Year ended

31 Mar 2011(Rs.)

17 Other Expenses

Power and fuel. 4286568 4882521

Rent 7044318 7850537

Repairs & maintenance - Buildings

Materials 55732 104318

Labour 551307 684406

Tower House 166500 0

Repairs & maintenance - Machinery 1630057 1686420

Repairs & maintenance - Others

Office Equipments 98127 45559

Car 565706 578349

Office 2254813 1671518

Insurance 1025639 795173

Rates and taxes 1024453 1322017

Travelling and conveyance 9345031 7455522

Travelling - Foreign 208484 275267

Professional charges 364785 193960

Freight & forwarding 16829323 15564234

Sales discount 21251995 20959785

Business promition 1872419 328336

Survey expenses & Agency Fee 923493 863359

Legal & professional 514857 455789

Vehicle maintenance 3340974 3379599

Processing charges 4533666 4348189

Service charges 1589210 1643246

Prior period expenses 0 14581

Printing & stationery 1257369 1450999

Postage & telephones 1944810 1928827

Advertisement 53028 67675

Bad debts written off 2240025 197954

Directors' sitting fees 360000 425000

Auditors' remuneration (See note no. 15.1 below) 412640 389327

Pension payments 313484 313111

Bank charges 644311 496357

Miscellaneous expenses 3394334 5544396

Meeting and conference expenses 103228 65684

Warehouse management expenses 182852 204868

Loss on investment 10000000

Less: Transfer from provision 0 10000000 0

Total Other Expenses 90,383,538 86,186,883

17.1 Audit Fee 350665 326238

Tax Audit Fee 56545 56545

Reimbursement of expenses 5430 6544

412640 389327

115

Peirce Leslie India Limited (Consolidated)

NOTES ON THE CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2012

I) Significant Accounting Policies

(a) Basis of Preparation of Consolidated Statements

The consolidated financial statements of Peirce Leslie India Limited and its subsidiaries have been prepared under the historical cost

convention based on the accrual method and in accordance with Generally Accepted Accounting Principles in India (Indian GAAP).

The said financial statements comply with the relevant provisions of the Companies Act,1956 (the Act) and the mandatory Accounting

Standards notified by the Central Government of India under Companies (Accounting Standards) Rule, 2006.

(b) Basis of Consolidation

The financial statements are prepared in accordance with the principles and procedures for the preparation and presentation of

consolidated financial statements as laid down under Accounting Standard 21.

Consolidated Financial Statements are prepared using uniform accounting policies.

(c) Use of Estimates

The preparation of consolidated financial statements requires estimates and assumptions to be made that affect the reported

amount of assets and liabilities on the date of financial statements and the reported amount of revenues and expenses during the

accounting period. Difference between the actual results and estimates are recognised in which the results are known /

materialized.

(d) Fixed Assets :

Fixed assets other than land and buildings are stated at cost inclusive of appropriate direct expenses. Land and Buildings were

revalued based on the valuation report by an approved valuer during the year ended 31st March 1989 and again during the period

ended 31st December 1994. Assets acquired on hire purchase agreement are capitalized to the extent of their principal value while

hire charges are charged to revenue.

(e) Impairment of Assets :

At each balance sheet date, the carrying value of the tangible & intangible assets are reviewed to determine whether there in any

indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is

estimated in order to determine the extent of the impairment loss (if any). Where there is an indication that there is a likely

impairment loss for a group of assets, the company estimates the recoverable amount of the group of assets as a whole, and the

impairment loss is recognised

(f) Borrowing Costs :

Borrowing costs are capitalized as part of qualifying fixed assets when it is possible that they will result in future economic benefits.

Other borrowing costs are expensed

(g) Investments :

Long Term Investments are stated at cost and provision for diminution in value is made, if the dimunition in value is other than temporary in

nature.

(h)Inventories :

Inventories are valued at lower of cost and net realisable value. Raw materials, Stores and Spare parts and General Merchandise

are valued at cost arrived at on the basis of FIFO method.

(i) Revenue Recognition :

116

Sales are stated net of trade discount

Income from rendering of services in recognised on completion of the jobs.

Commission and incentive received from Airlines are accounted as per the agency agreements in force. Shipping Cargo handling

charges, Shipping Management Services, Steamer Agency Services Income are recognised on billing made at rates/amounts

contracted for

Dividend Income from investments is accounted when right to receive is established. Interest income is considered on accrual basis

(j) Employees Benefits :

Defined Contribution Plan :

Fixed contributions to Provident Fund and Family pension fund are charged to Profit & Loss account.

Defined Benefit Plan

The liability for Gratuity to employees as at balance sheet date determined on the basis of actuarial valuation using Projected Unit

Credit method is funded with a Gratuity Fund administered by the trustees and managed by Life Insurance Corporation of India and

the contribution thereof paid / payable is absorbed in the accounts.

Liability for Long term compensation absences to eligible employees as at Balance Sheet date determined on actuarial basis is

provided for in the accounts.

Short Term Employee Benefits

Short term employee benefits including accumulated compensated absences determined as per Company’s policy / scheme are

recognised as expense based on expected obligation on undiscounted basis

(k) Depreciation :

Depreciation is computed on Written Down value method at the rates and in the manner specified in Schedule XIV of the

Companies Act, 1956.

Depreciation on the value of the buildings enhanced on revaluation has been adjusted against Fixed Assets Revaluation Reserve.

Intangibles: Licences obtained has been accounted under Fixed Assets and Depreciation provided for at 13.91%

(l)Foreign Currency Transactions :

Foreign Currency transactions are recorded at the exchange rates prevailing on the date of transaction. Monetary Assets and

Liabilities outstanding at the year end are translated at the rate of exchange prevailing at the year end and the profit or loss arising

on such transaction is recognised in the Profit & Loss account.

(m) Accounting for Taxes on Income:

Current tax is determined in accordance with Income Tax Act 1961 on the income for the year chargeable to tax. Deferred Tax is

recognised on all timing differences subject to the consideration of prudence.

(n) Provisions, Contingent Liabilities and Contingent Assets :

Provisions involving substantial degree of estimation in measurement are recognized 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 recognized but are disclosed

in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

(o) Segment Reporting:

The accounting policies adopted for segment reporting are in line with the accounting policy of the company with the following

additional policy.

117

Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the segment.

Revenue and expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included

under “ Unallocated Corporate expenses”.

There are no inter – segment revenues and therefore their basis of measurement does not arise.

18) Notes on Accounts :

a) Information on consolidated financial statements of Peirce Leslie India Ltd as per Accounting Standard 21.

List of subsidiaries included in the consolidated financial statements :

Name of the Subsidiary Share in Ownership and Voting

Power (31.03.2012)

Share in Ownership and Voting

Power (31.03.2011)

PL Agro Technologies Limited 51.20% 51.20%

Peirce Leslie Agencies Limited 100% 100%

Peirce Leslie Surveyors &

Assessors Limited

100% 100%

v travel.co.in Limited (Erstwhile

travel.co.in Pvt.Ltd)

100% 100%

PL S PL Shipping & Logistics India

Limited

99.99% —

The above companies are incorporated in India. Consolidation is based on the audited financials of the subsidiaries as on 31.03.2012.

31.03.2012 31.03.2011

Amount in Rupees

b) Estimated amount of capital contracts remaining

To be executed and not provided for Nil Nil

c) Contingent Liabilities:

i) Outstanding Guarantees 1,15,000 1,15,000

ii) Letters of Credit - 10,00,000

iii) Bills Discounted outstanding - -

iv) Cumulative preference dividend for the years

2006-07, 2007-08, 2008-09, 2009-10, 2010-11

2011-12 77,80,984 62,32,240

d) No provision is required to be made for the disputed income tax demand which is under appeal proceeding since the company has

been advised that there are reasonable chances of successful outcome of the appeals

31.03.2012 31.03.2011

Amount in Rupees

e) Depreciation for the year 63,54,934 54,48,565

Less adjusted against Revaluation Reserve(*) 1,01,088 1,06,408

--------------- --------------

62,53,846 53,42,157

--------------- --------------

(*) Represents depreciation on the value of the Building enhanced on revaluation of such asset, which has been adjusted against

Fixed Assets Revaluation Reserve.

118

f) Being a Small Scale Industry and not being company manufacturing items listed in first Schedule of Industrial Development &

Regulation Act, 1951, the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 are not applicable to the

company and hence no reference has been made to BIFR.

g) The Holding Company Peirce Leslie India Limited has created charge on its office premises at Chennai as Collateral security to the

bank for the Working Capital facility sanctioned by the bank to PL Worldways Ltd. The yearly consideration received against this

facility is disclosed as commission income

h) Deferred Tax:

31.03.2012 31.03.2011

Deferred Tax Assets – Unabsorbed Depreciation

Relating to three subsidiaries 32,15,593 34,57,425

Unabsorbed Loss relating to one subsidiary - 7,23,900

---------------- ---------------

32,15,593 41,81,325

--------------- ---------------

The unabsorbed depreciation/business loss of Peirce Leslie India Limited (Holding Company) relating to earlier years have given

raise to net deferred tax asset for the year. However, as a prudent policy of the company the said net deferred tax asset has not been

recognized in the accounts.

i) SEGMENTAL REPORTING

Primary Segment Information

Particulars Agro Products Clearing & Forwarding Survey Total

2011-12 2010-11 2011-12 2010-11 2011-12 2010-11

1.Revenue

External Sales 27,82,42,836 26,12,15,650 2,85,11,636 2,53,53,608 30,67,54,472 28,65,69,258

2.Results

Segment Result 63,85,144 1,82,48,808 28,71,684 45,94,874 92,56,828 2,28,43,682

Unallocated

Corporate

Expenses

(1,10,31,657) (15,07,040)

Interest Expenses

-Unallocated

(23,26,105) (19,20,516)

Interest & Dividend Income 93,90,141 4,15,691

Tax expenses (33,61,316) (51,18,850)

Minority Interest (18,34,627) (67,01,526)

Profit/(Loss) from ordinary activities 93,264 80,11,441

3.Other Information

Segment Assets 11,63,72,660 10,38,34,925 3,03,25,285 2,95,01,371 14,66,97,945 13,33,36,296

Unallocated

Corporate Assets

6,33,37,971 5,28,87,578

Total Assets 21,00,35,916 18,60,23,874

Segment Liabilities 4,33,09,135 80,24,346 1,04,34,034 11,07,37,729 5,37,43,169 11,87,62,075

Unallocated

Corporate

Liabilities

3,00,44,822 (5,60,73,975)

Total Liabilities 8,37,87,991 6,26,88,100

Capital Expenditure 46,06,333 29,41,020 36,10,615 2,05,042

Depreciation 26,69,424 23,01,945 7,86,794 4,01,736

Non Cash

Expenses other

Than depreciation

119

Notes to Segment Reporting

j) Business segments

i) The Company has considered business segment as the primary segment for disclosure. The business segments are: Agro

Products and Clearing & Forwarding, Survey

The above segments have been identified taking into account the organization structure as well as the differing risks and

returns of these segments.

ii) Segment assets includes all operating assets used by respective segment and consists principally of operating cash,

debtors, inventories and fixed assets net of allowances and provisions. Segment Liabilities include all operating liabilities

and consist primarily of creditors and accrued liabilities. Segment assets and Liabilities do not include income tax assets

liabilities.

k) RELATED PARTY DISCLOSURE FOR THE YEAR ENDED 31.03.2012:

A Names of Related Parties & Nature of Related Parties relationship:

Name of the Company 31.03.12 31.03.11

Newbridge Capital Private Limited Holding Company Holding Company

Key Managerial Personnel Mr.V.Sudhakar Mr.V.Sudhakar

Leslie Agrochem Private Limited Associate Company Associate Company

Key Managerial Personnel Mr.V.Venugopal Mr.V.Venugopal

B Nature of transactions during the year 2011-12:

31.03.12 31.03.11

Nature of Transaction Under the same

management

Key Management

Personnel

Under the same

management

Key Management

Personnel

Remuneration paid to

Managing Director

Mr.V.Sudhakar- 16,94,052 - 15,52,918

l) EARNING PER SHARE

Particulars 31.03.12 31.03.11

1. Net Profit after tax 93,264 80,11,441

Less: Cumulative Preference dividend including Corporate tax thereon

18,11,738 18,11,738

Net Profit after adjustments (17,18,474) 61,99,703

2. Basic number of equity shares outstanding during the year 27,36,000 27,36,000

3. Basic & Diluted earnings per share -0.63 2.27

m) Notes relating to Leases

31.03.2012 31.03.2011

Amount in Rupees

The Company has acquired vehicles under finance lease

With respective assets as security

i) Cost of Assets 71,12,593 46,91,099

ii) Net Carried amount as on 31.03.12 (WDV) 66,66,599 22,54,164

120

iii) Reconciliation between total minimum lease

Payments and their present value

Total minimum lease payments as on 31.03.2012 53,00,523 11,56,499

Less: Future Liability on interest account 10,60,851 3,01,652

Present value of lease payments as on 31.03.2012 42,39,672 8,54,847

iv) Year wise future minimum lease rental payments:

Total Minimum Lease payment as on Present value of Lease payment as on

31.03.12 31.03.11 31.03.12 31.03.11

Not later than one year 17,87,597 6,54,036 11,52,800 4,27,495

Later than one year and

not later than five years 35,12,926 5,28,763 30,86,872 4,27,352

Later than five years - - - -

53,00,523 11,82,799 42,39,672 8,54,847

n) Preliminary & Pre-operative expenses represent expenses incurred by the subsidiary companies travel.co.in.Limited and PL

Shipping & Logistics India Ltd. Which have not commenced commercial operations till 31st March 2012. The amount to be

capitalized or charged to revenue will be determined in the year when commercial operation begins.

o) Figures relating to the previous year have been regrouped to confirm to the classification for this year.

For and on behalf of the Board of Directors of

For VARMA & VARMA Peirce Leslie India Ltd

CHARTERED ACCOUNTANTS

FRN 04532S

K.M.Sukumaran V.Sudhakar V.Venugopal

Partner Managing Director Director

Chennai

30th May 2012 V.Sankaran

Company Secretary

121

5.ACCOUNTING RATIOS AND CAPITALISATION STATEMENT

6th February 2013

The Board of Directors

Peirce Leslie India Limited

Chennai 600 008

Dear Sirs,

1. As requested by you, we have examined the financial information set out in Statement of Accounting Ratios (Annexure A) and

Capitalisation Statement (Annexure B) prepared by the Company based on the audited financial statements of the Company for the 6 months

ended 30.9.2012, year ended March 31, 2012 & year ended March 31, 2011 and signed by us for identification. We understand that this

certificate is required pursuant to Securities and Exchange Board of India (SEBI) Guidelines in connection with the filing of a Draft Letter of

Offer (DLoF) with SEBI pursuant to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“SEBI

Guidelines”) and the financial information set out in Annexure A and B would be included in the DLoF to be filed with SEBI.

2. In this connection, we have:

(a) Read the definitions of key ratios included in the Statement of Accounting Ratios set out in Annexure A and agreed the financial

information used in computation of the ratios with the audited financial statements for the 6 months ended 30.9.2012, year ended March 31,

2012 & year ended March 31, 2011.

(b) Agreed the mathematical accuracy of and recomputed, where required, the amounts and ratios thereon in respect of the financial

information in Annexure A.

(c) Read the Capitalization Statement set out in Annexure B on the basis that all shareholders subscribe to the rights issue.

(d) Agreed the mathematical accuracy of and recomputed, where required, the amounts thereon based on the data in the audited financial

statements and the DLoF in respect of the financial information in Annexure B.

3. The accompanying Annexures A and B are the responsibility of the Company‟s management. Our responsibility is to perform the

procedures enumerated in paragraph 2 above on the particulars given in Annexures A and B and state our findings. Our procedures have been

performed in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes issued by the Institute of Chartered

Accountants of India (“ICAI”). The procedures referred to in paragraph 2 above include examining evidence supporting the particulars in the

Statement on a test basis. Further, our scope of work did not involve us performing audit tests for the purposes of expressing an opinion on

the fairness or accuracy of any of the financial information or the financial statements of the Company taken as a whole.

We have not performed an audit, the objective of which would be the expression of an opinion on the financial statements, specified

elements, accounts or items thereof, for the purpose of this certificate. Accordingly, we do not express such opinion. This certificate does not

amount to a reissuance of our audit opinion on the financial statements for the 6 months ended 30.9.2012, year ended March 31, 2012 & year

ended March 31, 2011 or any components thereof.

4. Based on the procedures performed above and information and explanations provided to us by the Company, we confirm that the

information mentioned in Annexure A and Annexure B are in accordance with the SEBI Guidelines in connection with issue of shares on

rights basis.

5. We make no representations regarding compliance with Companies Act, 1956 or any other statutory requirements, other than those relating

to the SEBI Guidelines in connection with issue of shares on rights basis.

6. This report is intended solely for your information and for inclusion in the DLoF in connection with the proposed rights issue of shares of

Peirce Leslie India Limited, and is not to be used, referred to or distributed for any other purpose without our prior written consent.

7. We have no responsibility to update this certificate for events and circumstances occurring after the date of this certificate.

forVarma & Varma

Chartered Accountants

Firm registration no: 04532S

K M Sukumaran

Partner

Membership No. 15707

122

STATEMENT OF ACCOUNTING RATIOS

Annexure A

PARTICULARS

6 Months

ended

Financial Year

2011/12

Financial

Year 2010/11

9/30/2012

Earnings Per Share ( Basic and Diluted) (0.70) (1.60) (0.41)

Return on Net worth (70.93) (4.22) (0.31)

Net Asset Value Per Share 0.01 0.38 1.31

The ratio has been computed as below;

Earnings per share basic in RS Net Profit attributable to Equity Shareholders ( excluding extraordinary items, if any)

Weighted average number of Equity Shares outstanding during the year

Earnings Per Share ( Diluted) (

Rs) Net Profit attributable to Equity Shareholders ( excluding extraordinary items, if any)

Weighted average number of Equity Shares including dilutive potential equtiy shares

outstanding during the year

Return on Networth in RS Net Profit attributable to Equity Shareholders ( excluding extraordinary items, if any)

Networth at the end of the year (excluding revaluation reserves)

Net asset value per share in Rs Networth at the end of the year ( Excluding revaluation reserves)

Number of Equity Shares outstanding at the end of the year

Net Profit attributable to Equity

Shareholders

Profit after tax (-) Dividend attributable to preference shareholders

Networth Equity Share Capital (+) Reserves and Surples (excluding revaluation reserves)

(-) Misc Expenditure not written off

123

PARTICULARS

6 months

ended

2012/13

Financial

Year

2011/12

Financial Year

2010/11

Net Profit attributable to Equity Shareholders (10.09) (25.58) 7.03

( excluding extraordinary items, if any) - Rs. In Lakhs

Less: Dividend on Preference Shares 9.06 18.12 18.12

(19.15) (43.70) (11.09)

Weighted average number of Equity Shares 2736000 2,736,000 2,736,000

outstanding during the year

Weighted average number of Equity Shares including dilutive 2736000 2,736,000 2,736,000

potential equity shares outstanding during the year

Networth at the end of the year (excluding revaluation reserves)

Rs. In lakhs

Equity Share Capital 273.60 273.60 273.60

Capital Redemption Reserve 15.00 15.00 15.00

Securities Premium Account 182.40 182.40 182.40

Debit Blance of Profit & Loss account (470.73) (460.64) (435.06)

0.27 10.36 35.94

Networth at the end of the year (including revaluation reserves)

Rs. In lakhs

Equity Share Capital 273.60 273.60 273.60

Capital Redemption Reserve 15.00 15.00 15.00

Securities Premium Account 182.40 182.40 182.40

Revaluation reserve 183.30 183.78 184.79

Debit Blance of Profit & Loss account (470.73) (460.64) (435.06)

183.57 194.14 220.73

Number of Equity Shares outstanding at the end of the year 2736000 2,736,000 2,736,000

(2) Profit after tax as appearing in audited financial statements for the 6 months ended 30.9.2012 ,year ended March 31, 2012

and March 31, 2011 has been considered for the purpose of computing the above ratios.

(3) Earnings per share calculations are done in accordance with Accounding Standard 20 " Earnings Per Share" issued by

the National Advisory Committee on Accounting Standards (NACAS)

124

CAPITALISATION STATEMENT

Annexure B

(Rs. In lakhs)

PARTICULARS Ref Pre-issue as at Post - issue

Sept. 30,2012

Short Tem Debt A 67.98

Long Term Debt B 7.17

Total Debt C= A+B 75.15

Shareholders' Funds

Equity Share Capital 273.6

Preference Share Capital 193.57

Reserves & Surplus ( excluding revaluation

reserves) -273.33

Less: Misc Expenditure not written off 0

Total Shareholders' Funds D 193.84

Total debt/Equity Ratio C/D 0.39

Long Term Debt/Equity ratio B/D 0.04

Notes:

The above statement has been computed on the basis of following:

1) Long term debt = Secured term loans from a bank by hypothecation of cars

2) Short term debt = Cash Credit (+) Inter Corporate Deposits

Cash Credit from State Bank of India Secured by a First charge of book debts

and by an Equitable mortgage by deposit of title deeds of Land and Building

situated at Fort Kochi, Cochin.

Inter Corporate Deposit received from Leslie Agrochem Pvt. Ltd. which bears

interest rate of 11% p.a. repayable on demand.

125

CERTAIN OTHER FINANCIAL INFORMATION

Information as required by Government of India, Ministry of Finance, Circular No. F2/5/SE/76 dated February 5, 1977

as amended vide their circular of even number dated March 8, 1977 is given below:

Working Results of the Company

(Rs. In lakhs)

PARTICULARS For the period For the period

from April 1, 2012 from April 1, 2012

to September 30, 2012 to December 31, 2012

Net Sales / Income from operations 34.64 88.04

Other Income 18.65 28.10

Total Income 53.29 116.14

Gross Profit excluding exceptional items,

depreciation and taxes 3.31 28.65

Less: Depreciation 13.40 20.24

Profit/(Loss) Before Tax excluding exceptional items (10.09) 8.41

Less: Exceptional Items 0.00 0.00

Profit/(Loss) Before Tax after exceptional items (10.09) 8.41

Less: Provision for Taxation 0.00 0.00

Estimated Profit / (Loss) for the period (10.09) 8.41

As per disclosure made to stock exchange under clause 41 of the listing agreement

a) Save as stated elsewhere in the letter of offer there are no material changes and commitments which are likely to affect the

financial position of the Company since March 31, 2012

126

b) The issue price has been arrived at in consultation between the issuer and the Merchant Banker

Extract of Valuation - for issue of shares on right basis to non-promoter share holders arrived by Munoth

Financial Services Limited

Particulars Book Value Adjusted Book Value

Assets

Tangible Assets 5,35,54,705 23,12,82,400

Investments 91,59,930 2,96,62,850

Long term loan &

advances 24,692 24,692

Trade receivables 9,92,276 9,92,276

Cash and cash equivalents 6,54,672 6,54,672

Short-term loans and

advances 38,96,757 38,96,757

P & L (Loss) 90,03,177 1,75,57,441*

Total 7,72,86,209 28,40,71,088

Liabilities

Preference Shares 1,93,57,000 1,93,57,000

equity shares 2,73,60,000 2,73,60,000

Reserve & Surplus

(adjusted) 20,67,84,879

Long-term borrowings 7,17,207 7,17,207

Long-term provisions 1,00,69,056 1,00,69,056

Short-term borrowings 67,98,362 67,98,362

Other current liabilities 1,28,38,619 1,28,38,619

Short-term provisions 1,45,965 1,45,965

Total 7,72,86,209 28,40,71,088

*Unrecorded liability amounting to Rs.85,54,264/- towards unpaid preference dividend

added to loss.

Net worth & Book Value

Shareholders fund 2,73,60,000 23,41,44,879

Less: Loss 90,03,177 1,75,57,441

Net worth 1,83,56,823 21,65,87,438

paid up capital 27,36,000 27,36,000

BV of Share 6.70 79.16

Book value of the share is Rs.6.70 and the adjusted book value is Rs.79. MFSL recommends issue of share to non-promoter

shareholder in the ratio (6 shares for every 5 shares held) between Rs.55 to Rs.60 per share#

which is around 30% discount to

adjusted book value.

# Subject to Madras Stock Exchange.

Full valuation report is available in the Registered office for inspection by shareholders

Market price information

The last transaction took place at MSE is on 28th December 2001 at RS. 5.50/-

127

SECTION VII - LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except as described below, there are no outstanding litigations, suits, civil or criminal prosecutions, proceedings before any judicial,

quasi-judicial, arbitral or administrative tribunals, including pending proceedings for violation of statutory regulations or, alleging

criminal or economic offences or tax liabilities or any other offences (including past cases where penalties may or may not have been

awarded and irrespective of whether they are specified under paragraph (i) of Part 1 of Schedule XIII of the Companies Act) against our Company, our Directors, our Promoter and our Group Entities that would have a material adverse effect on our business. Further

there are no defaults, nonpayments or overdue of statutory dues, institutional/bank dues and dues payable to holders of debentures or

fixed deposits that would have a material adverse effect on our business.

This section has been divided into four parts:

Part 1 Contingent Liabilities of our Company

Part 2 Litigation filed against our Company

Part 3 Litigation relating to our Promoter and Group Companies

Part 4 Litigation filed against our Directors

Part 5 Litigation filed by our Company

Part 1 Contingent Liabilities not provided as of 30 th September 2012:-

The details of dividend payable to Newbridge Capital Private Limited as on 30th

September 2012 is given below

2006-07=1548560/-

2007-08=1548560/-

2008-09=1548560/-

2009-10=1548560/-

2010-11=1548560/-

2011-12=1548560/-

2012 = 773280/- (6Months)

Total =8554264/- (payable to Newbridge Capital pvt Ltd)

Part 2: Litigation filed against our Company:

1. The Company has entered into an MOU on April 23, 2008 with M/s Green Bird Pvt. Limited to sell the land at Mamally

works, Kozhikode for Rs. 9,85,50,000/-. M/s. Green Bird Pvt. Ltd paid an advance of Rs. 1,00,00,000/-. The property is in

litigation as Green Bird filed an application in High Court of Judicature at Madras citing adverse including the fact that the

property comes under “Red Zone” where no residential building are allowed. The matter is pending before High Court

against the company for the sum of Rs. 1,00,00,000/- with interest at 18% per annum from the date of plaint till realization.

2. Notice Ref- b 1313/08 dated 20th

June 2009 was given by the special Tahsildar, land acquisition, koyilandy under section 6

of the Kerala Survey and Boundaries Act, 1961 and further notice dated 02/09/2010 under Section 9(3) of the land acquisition Act, 1894 mentioning the intention by the Government to take possession of the land at Kozhikode mentioned

below for public purpose under the Land Acquision Act on

Survey No 143/1 0.1902 hectares ;

Survey No. 143/2 0.2780 hectares

Survey No. 143/6 2.1653 hectares. . The Government has not proceeded further after the notification was issued on 02.09.2010.

3. The department of Income Tax has filed an appeal no. TC(A) No. 1031/2005 against the order of Tribunal in ITA NOs.

2620/97 – Ay: 1992-93 in the High Court of Madras and the case came for final hearing on 05/06/2012. The department

raised whether the Tribunal was right in law in holding the claims made by the Company by adjusting business loss against capital gains amounting to Rs. 16,71,970/- , in a year in which there was no business income. After hearing the arguments

the High court remanded the matter back to the file of the Income Tax Appellate Tribunal for fresh consideration after

applying the correct provision of law.

The demand of tax would be tax on capital gain @ 20% plus interest for 85 months amounting to Rs. 6,18,629/-

128

Part 3: Litigation relating to our Promoter and Group Companies: Nil

Part 4: Litigation filed against our Directors: Nil

Part 5: Litigation filed by our Company: Nil

MATERIAL DEVELOPMENTS

There are no material developments after the date of last financial statements disclosed in the Letter of Offer which is likely to materially and adversely affect or is likely to affect the profitability of our company or the value of the assets, or its ability to pay its

liabilities.

129

GOVERNMENT AND OTHER STATUTORY APPROVALS

Incorporation Details

Our Company was originally incorporated as Peirce Leslie (India) Private Limited on 27th May 1968 in the state of

Karnataka and the name of the Company was changed to Peirce Leslie India Limited vide fresh certificate of incorporation consequent to change of name dated 29

th September 1969 issued by Registrar of Companies, Mysore,

Bangalore The registered office of the Company was shifted to the State of Tamil Nadu at the AGM held on 29th May

1995.

Approvals in relation to the Issue

Corporate Approvals

1. Our Board of Directors has, pursuant to a resolution dated December 31, 2012 , authorized the Issue under the Companies Act,

1956.

2. Board resolution dated passed by the Board of the Company approving the Letter of Offer.

In-principle approval from MSE

1. We have received in-principle approvals from MSE for the listing of the Equity Shares issued through this Rights Issue vide its

letter no: dated

Observation Letter from SEBI 1. Observation Letter dated issued by Securities and

Exchange Board of India (SEBI).

Approvals to carry on our Business

Name and Registration Number

Permanent Account Number (“PAN”) AAACP2746F

Tax Deduction Account Number (“TAN”) CHEP00746E

Central Excise Registration Number NA

Service Tax Number AAACP2746FST002 VAT TIN – NA

Central excise no : N.A

Shop and establishment : - CC/684(W) ; Register No. Vol-IV (W) dtd 29.11.2004

I E C : N.A

PF A/c No : KR /KCH/ 1066

Esic : 51540021200011001

Trademark registration : 306868

Other registration no and issuing authority ;

CIN : L93090TN19683LC034316, Ministry of Company Affairs

Our Company has received the necessary consents, licenses, permissions and approvals from the government and various governmental agencies required for its present business and no further approvals are required for carrying on its present business.

The objects clause of the Memorandum of Association enables our Company to undertake its existing activities.

130

SECTION VIII - OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Present Issue

This issue is pursuant to the resolution passed by the Board in their meeting held on December 31, 2012 . The Company has decided

to

ISSUE OF [4,80,876] FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH (“RIGHTS ISSUE EQUITY SHARES”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF `

[●] PER EQUITY SHARE AGGREGATING UPTO `` [●] LAKHS TO OUR EXISTING NON PROMOTER EQUITY

SHAREHOLDERS ON A RIGHTS BASIS IN THE RATIO OF OF 6 (SIX) EQUITY SHARES FOR EVERY 5 ( FIVE )

FULLY PAID-UP EQUITY SHARES HELD BY THE EXISTING NON PROMOTER EQUITY SHAREHOLDERS ON THE

RECORD DATE, I.E. [●] (“THE ISSUE”). THE ISSUE PRICE FOR THE EQUITY SHARE IS [●] TIMES THE FACE

VALUE OF THE EQUITY SHARE.

Prohibition by SEBI, RBI or governmental authorities

Neither our Company, nor our Promoters, our Directors or any of the Promoter Group Entities, or companies or entities with which the

Company’s Directors are associated with, as directors or promoters, or persons in control of our Promoters have been prohibited from

accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI. Neither we nor our Directors, our Promoters, Promoter Group Entities or relatives of Promoters have been identified

as wilful defaulters by RBI / Government authorities and there are no proceedings relating to violations of securities laws pending

against them and there are no violations of securities laws committed by them in the past. As of date of the Letter of Offer, our

Directors are not associated with the securities market in manner other than as mentioned below:

Name of Director Association with SEBI Registered Entity Action Initiated by SEBI against the SEBI registered entity

Nil

Eligibility for the Issue

Peirce Leslie India Limitedis an existing company registered under the Indian Companies Act, 1956, whose Equity Shares are listed

on the Madras Stock Exchange Limited (MSE). It is eligible to offer this Issue in terms of SEBI (ICDR) Regulations. Our Company

is in compliance with the provisions specified in Part E of the Schedule VIII of the SEBI (ICDR) Regulations, 2009 Regulations.

DISCLAIMER CLAUSE OF SEBI

AS REQUIRED, A COPY OF THIS LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI.

“IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF LETTER OF OFFER TO SEBI SHOULD NOT, IN

ANY WAY BE DEEMED/ CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI

DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE

PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE, OR FOR THE CORRECTNESS OF THE

STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. THE LEAD MANAGER “ MUNOTH

FINANCIAL SERVICES LIMITED” HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE LETTER OF OFFER

ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND DISCLOSURE

REQUIREMENTS) REGULATIONS, 2009 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO

FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED

ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY RESPONSIBLE FOR

THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE LETTER OF

OFFER, THE LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER

DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD

MANAGER MUNOTH FINANCIAL SERVICES LIMITED HAS FURNISHED TO THE SECURITIES AND EXCHANGE

BOARD OF INDIA (SEBI) A DUE DILIGENCE CERTIFICATE DATED MARCH 4, 2013 WHICH READ AS FOLLOWS:

1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE

COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC. AND OTHER

131

MATERIALS IN CONNECTION WITH THE FINALISATION OF THE LETTER OF OFFER PERTAINING TO THE

SAID ISSUE;

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER, IT’S DIRECTORS AND

OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING

THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER

PAPERS FURNISHED BY THE ISSUER.

WE CONFIRM THAT:

(a) THE LETTER OF OFFER FILED WITH THE BOARD IS IN CONFORMITY WITH THE DOCUMENTS,

MATERIALS AND PAPERS RELEVANT TO THE ISSUE;

(b) ALL THE LEGAL REQUIREMENTS RELATING TO ISSUE AS ALSO THE REGULATIONS, GUIDELINES,

INSTRUCTIONS, ETC. FRAMED / ISSUED BY THE BOARD, THE CENTRAL GOVERNMENT AND ANY OTHER

COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND

(c) THE DISCLOSURES MADE IN THE LETTER OF OFFER ARE TRUE, FAIR AND ADEQUATE TO ENABLE THE

INVESTORS TO MAKE A WELL INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND

SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 1956, THE

SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)

REGULATIONS, 2009 AND OTHER APPLICABLE LEGAL REQUIREMENTS.

3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE LETTER OF OFFER

ARE REGISTERED WITH THE BOARD AND THAT TILL DATE SUCH REGISTRATION IS VALID.

4. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH THE FUNDS ARE BEING

RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN THE OBJECT CLAUSE OF THE

MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE ISSUER AND THAT THE ACTIVITIES WHICH

HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS

MEMORANDUM OF ASSOCIATION.

5. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE MONEYS

RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS PER THE PROVISIONS

OF SUB-SECTION (3) OF SECTION 73 OF THE COMPANIES ACT, 1956 AND THAT SUCH MONEYS SHALL BE

RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES

MENTIONED IN THE LETTER OF OFFER. WE FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO

BETWEEN THE BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS CONDITION.

6. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE LETTER OF OFFER THAT THE INVESTORS

SHALL BE GIVEN AN OPTION TO GET THE SHARES IN DEMAT OR PHYSICAL MODE.

7. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SECURITIES AND EXCHANGE

BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 HAVE BEEN

MADE IN ADDITION TO DISCLOSURES, WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE

INVESTOR TO MAKE A WELL INFORMED DECISION.

8.WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE LETTER OF OFFER

(a) AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE SHALL BE ONLY ONE

DENOMINATION FOR THE EQUITY SHARES OF THE ISSUER AND

(b) AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH DISCLOSURE AND

ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO TIME.

9. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN TERMS OF

THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)

REGULATIONS, 2009 WHILE MAKING THE ISSUE.

10. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN EXERCISED BY US

IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND OR THE ISSUER, SITUATION AT WHICH

THE PROPOSED BUSINESS STANDS, THE RISK FACTORS, PROMOTER EXPERIENCE, ETC.

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11. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH THE APPLICABLE

PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE

REQUIREMENTS) REGULATIONS, 2009, CONTAINING DETAILS SUCH AS THE REGULATION NUMBER, ITS

TEXT, THE STATUS OF COMPLIANCE, PAGE NUMBER OF THE LETTER OF OFFER WHERE THE REGULATION

HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY.

THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ISSUER FROM ANY

LIABILITIES UNDER SECTION 63 OR SECTION 68 OF THE COMPANIES ACT, 1956 OR FROM THE

REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE

PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF

TIME; WITH THE LEAD MERCHANT BANKER ANY IRREGULARITIES OR LAPSES IN LETTER OF OFFER."

Caution / Disclaimer clause of the Issuer and the Lead Manager

The Issuer and the Lead Manager accepts no responsibility for statements made otherwise than in this Letter of Offer or in

the advertisement or any other material issued by or at the instance of the Issuer and that anyone placing reliance on any

other source of information would be doing so at his / her / their own risk.

Investors who invest in the Issue will be deemed to have been represented by the Issuer Company and Lead Manager and

their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules,

regulations, guidelines and approvals to acquire equity shares of our company, and are relying on independent advice /

evaluation as to their ability and quantum of investment in this issue.

The Lead Manager and the Company shall make all information available to the Equity Shareholders and no selective or additional

information would be available for a section of the Equity Shareholders in any manner whatsoever including at presentations, in

research or sales reports etc. after filing of this Letter of Offer with SEBI.

DISCLAIMER CLAUSE OF THE MSE

As required, a copy of this Letter of Offer has been submitted to MSE. The Disclaimer Clause as intimated by MSE to us, post

scrutiny of this Letter of Offer, shall be included in the Letter of Offer prior to filing with the Stock Exchanges.

Disclaimer with respect to jurisdiction

This Letter of Offer has been prepared under the provisions of Indian Law and the applicable rules and regulations there under. The

distribution of the Letter of Offer and the Issue of Equity Shares on a rights basis to persons in certain jurisdictions outside India may

be restricted by the legal requirements prevailing in those jurisdictions. Persons in whose possession this Letter of Offer may come are

required to inform themselves about and observe such restrictions. Any disputes arising out of this Issue will be subject to the

jurisdiction of the appropriate court(s) in Chennai, India only.

Selling Restrictions

The distribution of this Letter of Offer and the issue of Equity Shares on a rights basis to persons in certain jurisdictions outside India

may be restricted by legal requirements prevailing in those jurisdictions. Persons into whose possession this Letter of Offer may come are required to inform themselves about and observe such restrictions. Our Company is making this Issue of Shares on a basis to the

non promoter shareholders of our Company and will dispatch the Letter of Offer and CAFs to shareholders who have provided an

Indian address. No action has been or will be taken to permit this Issue in any jurisdiction where action would be required for that

purpose, except that the Letter of Offer has been filed with SEBI. Accordingly, the Equity Shares may not be offered or sold, directly

or indirectly, and this Letter of Offer may not be distributed in any jurisdiction, except in accordance with legal requirements

applicable in such jurisdiction. Receipt of this Letter of Offer will not constitute an offer in those jurisdictions in which it would be

illegal to make such an offer and, those circumstances, this Letter of Offer must be treated as sent for information only and should not

be copied or redistributed. Accordingly, persons receiving a copy of this Letter of Offer should not, in connection with the issue of the

Equity Shares, distribute or send the same in or into the United States or any other jurisdiction where to do so would or might

contravene local securities laws or regulations. If this Letter of Offer is received by any person in any such territory, or by their agent

or nominee, they must not seek to subscribe to the Equity Shares. Neither the delivery of this Letter of Offer nor any sale hereunder,

shall under any circumstances create any implication that there has been no change in our Company’s affairs from the date hereof or

that the information contained herein is correct as of any time subsequent to this date.

Filing

This Letter of Offer was filed with SEBI,

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A copy of this Letter of Offer also has been filed with the Madras Stock Exchange Limited MSE) having attached thereto the Material

Contracts and Documents. All legal requirements applicable till date of filing this Letter of Offer with the Stock Exchanges have been complied with.

Impersonation

As a matter of abundant caution, attention of the applicants is specifically drawn to the provisions of subsection (1) of Section 68A of

the companies Act, 1956 which is reproduced below:

“Any person a. who makes in a fictitious name an application to a Company for acquiring, or subscribing for, any shares therein,

or b. otherwise induces a Company to allot, or register any transfer of shares therein to him, or any other person in a fictitious

name, shall be punishable with imprisonment for a term which may extend to five years”

Dematerialized Dealing

Company has agreements dated 23/09/2001 with CDSL and dated 29/10/2001 NSDL respectively and its Equity Shares bear the

ISIN No. INE292E01017

Consents

Consents in writing of the Auditors, Lead Manager, Registrar to the Issue, Banker to the Issue to act in their respective capacities

have been obtained and such consents have not been withdrawn up to the time of delivery of this Letter of Offer for registration with

the Stock Exchange.

The Auditors of the Company have given their written consent for the inclusion of their Report in the form and content as appearing in

this Letter of Offer and such consents and reports have not been withdrawn up to the time of delivery of this Letter of Offer for

registration with the stock exchange.

To the best of the Company’s knowledge there are no other consents required for making this Issue. However, should the need arise,

necessary consents shall be obtained by the Company.

Issue Expenses

The expenses for this Issue include lead management fees, printing and distribution expenses, legal fees, advertisement expenses,

registrar fees, depository charges and listing fees to the Stock Exchanges, among others.

The total expenses for this Issue are estimated to be approximately ` 16.00 Lacs, which is %of the issue size. The estimated issue related expenses are as follows:

Nature of expenses Amount in Lacs % of total

expenses of the issue

% of total

issue size

Lead Management fees 5.00 31.25%

Registrars, Auditor, Printers, Postage, Dispatch

expenses, Fees to SCSBs for ASBA applications,

Advertisement & Publicity expenses, travelling

and conveyance

6.00 37.50%

SEBI, Listing expenses, contingencies & other

Expenses

5.00 31.25%

Total 16.00 100.00%

Investor Grievances and Redressal System

The Company has adequate arrangements for redressal of Investor complaints and well-arranged correspondence system developed

for letters of routine nature. The share transfer and dematerialization for the Company is being handled by our registrar and share transfer agent (Cameo Corporate Services Limited). Letters are filed category wise after having attended to redressal norm for

response time for all correspondence including shareholders complaints is within 7 days.

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The investor grievances arising out of the Issue will be handled by Mr R Ramesh Compliance Officer, and Cameo Corporate Services

Limited who are the Registrars to the Issue.

All grievances relating to the Issue may be addressed to the Registrars to the Issue giving full details such as folio no., name and

address, contact telephone / cell numbers, email id of the first applicant, number and type of shares applied for, Application Form

serial number, amount paid on application and the name of the bank and the branch where the application was deposited, along with a

photocopy of the acknowledgement slip. In case of renunciation, the details of the Renouncee should be furnished.

The normal time taken by the Company for redressal of investor grievance is given below:

Sr.

No. Type of Request Normal Time Taken

(No. of Days)

1 Issue of Duplicate Share Certificate Within 30 days

2 Transfer of shares Within 30 days

3 Transmission of shares Within 30 days

4 Demat / Remat of shares Within 30/21 days

5 Non receipt of dividend Within 15 to 30 days

6 Non receipt of Annual Report Within 7 to 15 days

7 Change of residential address / Bank mandate Within 15 to 30 days 8 Consolidation / split of share certificates / Remat Within 30 days

Investors are advised to contact the Compliance Officer in case of any pre-issue / post-issue related problems such as non-receipt of

letters of allotment / share certificates / demat credit / refund orders etc.

R.RAMESH,

37, Dr. P.V. Cherian Crescent,

Egmore,

Chennai – 600 008.

Tel: +91-44- 43456502 Fax: +91-44- 43456508

E-mail: ramesh@peirceleslie.com

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SECTION IX - OFFERING INFORMATION

TERMS OF THE ISSUE

The Equity Shares, now being issued, are subject to the terms and conditions contained in this Letter of Offer, the enclosed Composite

Application Form (“CAF”), the Memorandum and Articles of Association of our Company, the provisions of the Companies Act,

approvals from the RBI, guidelines or regulations issued by SEBI, approvals from the Stock Exchanges where Equity Shares of our

Company are listed, FEMA, guidelines, notifications and regulations for issue of capital and for listing of securities issued by

Government of India and/or other statutory authorities and bodies from time to time, terms and conditions as stipulated in the allotment advice or letter of allotment or security certificate, the provisions of the Depositories Act, to the extent applicable and any

other legislative enactments and rules as may be applicable and introduced from time to time.

Authority for the Issue

This issue is pursuant to the resolution passed by the Board in their meeting held on December 31, 2012

Ranking of Equity Shares

The Equity Shares being issued shall be subject to the provisions of our Memorandum of Association and Articles of Association. The

Equity Shares allotted pursuant to this Issue shall rank pari passu with the existing Equity Shares in all respects including dividend.

Mode of Payment of Dividend

Our Company shall pay dividend to the shareholders as per the provisions of the Companies Act.

Basis for the Issue

The Equity Shares are being offered for subscription for cash to the Eligible Non promoter Equity Shareholders whose names appear

as beneficial owners as per the list to be furnished by the depositories in respect of the Equity Shares held in electronic form and on

the Register of Members of our Company in respect of the Equity Shares held in the physical form at the close of business hours on

the Record Date i.e , fixed in consultation with the Stock Exchange.

Fractional Entitlement

The Equity Shares are being offered on a rights basis to the existing Equity Shareholders in the ratio of 6 Equity Shares for every 5

Equity Shares held as on the Record Date. For Equity Shares being offered on a rights basis under this Issue, if the shareholding of any

of the Equity Shareholders is not in multiple of 5, the fractional entitlement of such Equity Shareholders shall be ignored for

computation of the Rights Entitlement. However, Equity Shareholders whose fractional entitlements are being ignored earlier will be

given preference for the Allotment of one additional Equity Share each, if such Equity Shareholders have applied for additional Equity

Shares over and above the Rights Entitlement.

For example, if an Equity Shareholder holds 3 Equity Shares, he will be entitled to 3 Equity Share on a rights basis. He will be given a

preference for the Allotment of one additional Equity Share if he has applied for the same.

Offer to Non-Resident Equity Shareholders/Applicants

Applications received from NRIs for allotment of Equity Shares shall be, inter alia, subject to the conditions imposed from time to

time by the RBI under the Foreign Exchange Management Act, 1999 (FEMA) in the matter of refund of application moneys, allotment

of Equity Shares, issue of letter of allotment/share certificates, payment of interest, dividends, etc. The Equity Shares purchased by

NRIs shall be subject to the same conditions including restrictions in regard to the reparability as are applicable to the original shares

against which Equity Shares are issued.

By virtue of Circular No. 14 dated September 16, 2003 issued by the RBI, overseas corporate bodies (“OCBs”) have been

derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign Exchange Management [Withdrawal of

General Permission to Overseas Corporate Bodies (OCBs)] Regulations, 2003. The circular stipulates that an OCB shall not be

eligible to purchase equity or preference shares or convertible debentures offered on right basis by an Indian company, and no Indian

company shall offer equity or preference shares or convertible debentures on right basis to an OCB. Accordingly, OCBs shall not be

eligible to subscribe to the Equity Shares. The RBI has however clarified in its circular, A.P. (DIR Series) Circular No. 44, dated

December 8, 2003 that OCBs which are incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh

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investments as incorporated non-resident entities in terms of Regulation 5(1) of RBI Notification No.20/2000-RB dated May 3, 2000

under FDI Scheme with the prior approval of Government if the investment is through Government Route and with the prior approval

of RBI if the investment is through Automatic Route on case by case basis. Thus, OCBs desiring to participate in this Issue must obtain prior approval from the RBI. On providing such approval to the Bank at its registered office, the OCB shall receive this Letter

of Offer and the CAF.

Applications received from the NRIs for the allotment of Equity Shares shall, among other things, be subject to conditions as may be

imposed, from time to time, by the RBI, in the matter of refund of application moneys, allotment of Equity Shares, issue of letters of

allotment/ certificates/ payment of dividends etc.

Rights Entitlement

As your name appears as a beneficial owner in respect of the Equity Shares held in electronic form or appears in the Register of

Members as an Equity Shareholder on the Record Date, you are entitled to the number of Equity Shares shown in Block I of Part A of

the enclosed CAF.

The Eligible Equity Shareholders are entitled to Six Equity Share for every Five Equity Shares held on the Record Date i.e..

The distribution of the Letter of Offer and the issue of the Rights Issue Equity Shares on a rights basis to persons in certain

jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. We are making the issue

of the Rights Issue Equity Shares on a rights basis to the Equity Shareholders and the Letter of Offer, Abridged Letter of

Offer and the CAFs will be dispatched only to those Equity Shareholders who have a registered address in India. Any person

who acquires Rights Entitlements or the Rights Issue Equity Shares will be deemed to have declared, warranted and agreed,

by accepting the delivery of the Letter of Offer, that it is not and that at the time of subscribing for the Rights Issue Equity

Shares or the Rights Entitlements, it will not be, in the United States and in other restricted jurisdictions.

Principal Terms of the Equity Shares

Face value Each Equity Share shall have a face value of Rs. 10/-.

Issue Price Each Equity Share is being offered at a price of Rs. /-per Equity Share).

Payment terms All Investors shall have to make the full payment of the Issue Price of Rs. /-per Equity Share at the time of making an

Application.

For Equity Shareholders wishing to apply through the newly introduced ASBA process for rights issues, kindly refer section

titled “Procedure for Application through the Applications Supported by Blocked Amounts (“ASBA”) Process beginning on

page 142 of this Letter of Offer.

Rights of the Equity Shareholders

• Right to receive dividend, if declared;

• Right to attend general meetings and exercise voting powers, unless prohibited by law;

• Right to vote on a poll in person or by proxy;

• Right to receive offers for shares and be allotted bonus shares, if announced;

• Right to receive surplus on liquidation;

• Right to free transferability of shares; and

• Such other rights as may be available to a shareholder of a listed public company under the Companies Act

and Memorandum and Articles of Association.

Arrangements for Disposal of Odd Lots

Our Company's shares will be traded in dematerialized form only and therefore the marketable lot is 1(One) share.

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General terms of the Issue

Market Lot The Equity Shares of our Company are tradable only in dematerialized form. The market lot for Equity Shares in dematerialized mode

is 1 (one) Equity Share. In case of holding of Equity Shares in physical form, our Company would issue to the allotters 1 (one)

certificate for the Equity Shares allotted to each folio (“Consolidated Certificate”). In respect of consolidated certificates, our

Company will upon receipt of a request from the respective holder of Equity Shares, split such consolidated certificates into smaller

denominations within three weeks time from the receipt of the request in respect thereof.

Joint Holders Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the same as joint holders

with the benefit of survivorship subject to the provisions contained in the Articles.

Nomination In accordance with Section 109A of the Companies Act, only individuals applying as sole applicants/ joint applicants can nominate,

non-individuals including society, trust, body corporate, partnership firm, holder of power of attorney cannot nominate. In accordance

with Section 109A of the Companies Act, the sole or first holder, along with other joint holders, may nominate any one person in

whom, in the event of the death of sole holder or in case of joint holders, death of all the holders, as the case may be, the Equity Shares

allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s),

shall in accordance with Section 109A of the Companies Act, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to

appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her death during the

minority. A nomination shall stand rescinded upon a sale/ transfer/ alienation of equity share(s) by the person nominating. A buyer

will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form

available on request at our Company’s Registered Office or to our Company’s Registrar and Transfer Agents. The Applicant can make

the nomination by filling in the relevant portion of the CAF. In accordance with Section 109B of the Companies Act, any person who

becomes a nominee by virtue of the provisions of Section 109A of the Companies Act, 1956, shall upon the production of such

evidence as may be required by the Board, elect either:

• to register himself or herself as the holder of the Equity Shares; or

• to make such transfer of the Equity Shares, as the deceased holder could have made

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer

the Equity Shares, and if the notice is not complied with within a period of ninety days, the Board may thereafter withhold payment of

all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of the notice have been

Complied with.

Only one nomination would be applicable for one folio. Hence, in case the Equity Shareholder(s) has already registered the

nomination with our Company, no further nomination needs to be made for Equity Shares to be allotted in this Issue under the same

folio. In case the allotment of Equity Shares is in dematerialized form, there is no need to make a separate nomination for the Equity

Shares to be allotted in this Issue. Nominations registered with the respective Depository Participant (“DP”) of the Investor would

prevail. Any Investor desirous of changing the existing nomination is requested to inform its respective DP.

NoticesAll notices to the Eligible Equity Shareholders required to be given by our Company shall be published in one English national daily

with wide circulation, one Hindi national daily with wide circulation and one Tamil daily newspaper in Chennai with wide circulation

and / or, will be sent by ordinary post / registered post / speed post to the registered holders of the Equity Shares from time to time.

Subscription by the Promoter This issue is made under the provisions of and subject to compliance with the provisions of Rule 19A(1) of the SCRR and clause 40A

of the Listing Agreement with respect to the requirement of minimum public shareholding of 25% of the post-Issue paid-up capital of

our Company and hence the promoter and promoter group are not offered the issue.

For details, please see “Terms of the Issue - Basis of Allotment” on page 149

Listing and trading of the Equity Shares proposed to be issued

Our Company’s existing Equity Shares are currently listed on the MSE under the ISIN INE292E01017. The fully paid up Equity

Shares proposed to be issued shall be listed and admitted for trading on the MSE under the existing ISIN for fully paid up Equity Shares of our Company.

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The Equity Shares allotted pursuant to this Issue will be listed as soon as practicable but in no case later than 7 working days from the

date of finalization of basis of allotment. Our Company had made an application for “inprinciple” approval for listing of the Equity Shares in accordance with clause 24(a) of the Listing Agreement to the MSE and has received such approval from the MSE vide their

letters no. dated

The distribution of the Letter of Offer and the Issue of Equity Shares on a rights basis to persons in certain jurisdictions outside India

may be restricted by legal requirements prevailing in those jurisdictions.

Our Company is making this Issue of Equity Shares on a rights basis to the Eligible non promoter Equity Shareholders of our Company and will dispatch the Letter of Offer/Abridged Letter of Offer and the CAF to the Eligible Non promoter Equity

Shareholders who have provided an Indian address.

Minimum Subscription

If our Company does not receive the minimum subscription of 90% of the Issue, our Company shall forthwith refund the entire

subscription amount received within 15 days from the Issue Closing Date. If such money is not repaid within eight days from the day

our Company becomes liable to repay it, (i.e. 15 days after the Issue Closing Date or the date of the refusal by the Stock Exchange(s),

whichever is earlier) our Company and every Director of our Company who is an officer in default shall, on and from expiry of eight

days, be jointly and severally liable to repay the money with interest @ 15% for the delayed period, as prescribed under sub-section

(2) and (2A) of Section 73 of the Companies Act, 1956.

Utilization of Issue Proceeds

The Board of Directors declares that:

i. All monies received out of this Issue shall be transferred to a separate bank;

ii. Details of all monies utilized out of the Issue shall be disclosed under an appropriate separate head in our balance sheet indicating

the purpose for which such monies have been utilised;

iii. Details of all unutilized monies out of the Issue, if any, shall be disclosed under an appropriate separate head in our balance sheet

indicating the form in which such unutilized monies have been invested; and

iv. We may utilize the funds collected in the Issue only after listing and trading permission is received from the Stock Exchange in

respect of this Issue

Undertakings by our Company

Our Company undertakes that:

1. the complaints received in respect of the Issue shall be attended to expeditiously and satisfactorily.

2. all steps for completion of the necessary formalities for listing and commencement of trading at all Stock Exchanges where the

securities are to be listed will be taken within seven working days of finalization of basis of allotment.

3. the funds required for making dispatch of refund orders/allotment letters/certificates as per the mode(s) disclosed shall be made

available to the Registrar to the issue.

4. that where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within 15 days of closure of the issue, as the case may be, giving details of the bank where refunds shall be credited along with amount and

expected date of electronic credit of refund.

5. Adequate arrangements shall be made to collect all ASBA applications and to consider them similar to Non-ASBA applications

while finalizing the basis of allotment

6. that the certificates of the securities/ refund orders to the non-resident Indians shall be dispatched within the specified time.

7. that no further issue of securities affecting equity capital of our Company shall be made till the securities issued/offered through the

Letter of Offer Issue are listed or till the application money are refunded on account of non-listing, under-subscription etc.

8. Our Company accepts full responsibility for the accuracy of information given in this Letter of Offer and confirms that to best of its

knowledge and belief, there are no other facts the omission of which makes any

statement made in this Letter of Offer misleading and further confirms that it has made all reasonable enquiries to ascertain such facts.

9. All information shall be made available by the Lead Manager and the Issuer to the Investors at large and no selective or additional

information would be available for a section of the Investors in any manner whatsoever including at road shows, presentations, in

research or sales reports etc.

10. Our Company shall comply with such disclosure and accounting norms specified by SEBI from time to time.

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Procedure for Application

For Equity Shareholders wishing to apply through the newly introduced ASBA process for rights issues, kindly refer section

titled “Procedure for Application through the Applications Supported By Blocked Amount (“ASBA”) Process beginning on

page 142 of this Letter of Offer.

The CAF for Rights Issue Equity Shares would be printed for all Equity Shareholders. In case the original CAF is not received by the

Investor or is misplaced by the Investor, the Investor may request the Registrar to the Issue, for issue of a duplicate CAF, by

furnishing the registered folio number, DP ID Number, Client ID Number and their full name and address. In case the signature of the Equity Shareholder(s) does not match with the Specimen registered with us, the application is liable to be rejected.

The CAF consists of four parts:

Part A: Form for accepting the Equity Shares and for applying for additional Equity Shares;

Part B: Form for renunciation;

Part C: Form for application for renunciation;

Part D: Form for request for split Application forms.

Application by Mutual Funds

In case of a mutual fund, a separate application can be made in respect of each scheme of the mutual fund registered with SEBI and such application in respect of more than one scheme of the mutual fund will not be treated as multiple applications provided that the

applications clearly indicate the scheme concerned for which the application has been made. Applications made by AMCs or

custodians of a mutual fund shall clearly indicate the name of the concerned scheme for which the application is being made.

Acceptance of the Issue

You may accept the Issue and apply for the Equity Shares offered, either in full or in part, by filling Part A of the enclosed CAF and

submit the same along with the application money payable to the Bankers to the Issue or any of the collection branches as mentioned

on the reverse of the CAF before the close of the banking hours on or before the Issue Closing Date or such extended time as may be

specified by the Board of our Company in this regard. Investors at centers not covered by the branches of collecting banks can send

their CAF together with the cheque drawn at par on a local bank at Chennai / demand draft payable at Chennai to the Registrar to the Issue by registered post. Such applications sent to anyone other than the Registrar to the Issue are liable to be rejected.

Options available to the Eligible Equity Shareholders

The CAF will clearly indicate the number of Equity Shares that the Eligible Equity Shareholder is entitled to. If the Eligible Equity

Shareholder applies for an investment in Equity Shares, then he can:

• Apply for his Rights Entitlement of Equity Shares in part;

• Apply for his Rights Entitlement of Equity Shares in part and renounce the other part of the Equity Shares;

• Apply for his Rights Entitlement of Equity Shares in full;

• Apply for his Rights Entitlement in full and apply for additional Equity Shares;

• Renounce his Rights Entitlement in full.

Renunciation

This Issue includes a right exercisable by you to renounce the Equity Shares offered to you either in full or in part in favor of any other person or persons. Your attention is drawn to the fact that our Company shall not allot and/or register the Equity Shares in favor of

more than 3 persons (including joint holders), partnership firm(s) or their nominee(s), minors, HUF, any trust or society (unless the

same is registered under the Societies Registration Act, 1860 or the Indian Trust Act or any other applicable law relating to societies

or trusts and is authorized under its constitution or bye-laws to hold Equity Shares).

This Issue includes a right exercisable by you to renounce the Rights Issue Equity Shares offered to you either in full or in part in favour of any other person or persons. Your attention is drawn to the fact that, pursuant to the RBI letter received on March 12, 2012,

in relation to renunciation of rights entitlement by and to persons resident outside India, renunciation is allowed by Non-Resident

Shareholders who are otherwise eligible to hold Equity Shares and to FIIs and NRIs only, on the floor of MSE, who are eligible to

acquire equity shares, in accordance with RBI Notification No.20/2000-RB dated May 3, 2000 and in-terms of Notification 205/ 2010-

RB dated April 7, 2010. We shall not Allot and / or register and Rights Issue Equity Shares in favour of more than three persons

(including joint holders), partnership firm(s) or their nominee(s), minors, HUF, any trust or society (unless the same is registered

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under the Societies Registration Act, 1860 or the Indian Trust Act, 1882 or any other applicable law relating to societies or trusts and

is authorized under its constitution or bye-laws to hold equity shares, as the case may be).

Additionally, existing Equity Shareholders may not renounce in favour of persons or entities in the United States or who would

otherwise be prohibited from being offered or subscribing for Rights Issue Equity Shares or Rights Entitlement under applicable

securities laws.

The RBI has however clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are

incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh investments as incorporated non-resident entities in terms of Regulation 5(1) of RBI Notification No.20/2000-RB dated May 3, 2000 under FDI Scheme with the prior approval

of Government if the investment is through Government Route and with the prior approval of RBI if the investment is through

Automatic Route on case to case basis. Equity Shareholders renouncing their rights in favour of OCBs may do so provided such

Renouncee obtains a prior approval from the RBI. On submission of such approval to us at our Registered Office, the OCB shall

receive the Abridged Letter of Offer and the CAF

Part ‘A’ of the CAF must not be used by any person(s) other than those in whose favour this offer has been made. If used, this will

render the application invalid. Submission of the enclosed CAF to the Bankers to the Issue at its collecting branches specified on the

reverse of the CAF with the form of renunciation (Part ‘B’ of the CAF) duly filled in shall be conclusive evidence for our Company of

the person(s) applying for Equity Shares of the CAF to receive allotment of such Equity Shares. The Renouncees applying for all the

Equity Shares renounced in their favour may also apply for additional Equity Shares. Part ‘A’ of the CAF must not be used by the

Renouncee(s) as this will render the application invalid. Renouncee(s) will have no further right to renounce any Equity Shares in favour of any other person.

The right of renunciation is subject to the express condition that the Board shall be entitled in its absolute discretion to reject the

request for Allotment to Renouncee(s) without assigning any reason thereof.

Procedure of renunciation

To renounce all the Equity Shares offered to an Eligible Equity Shareholder in favour of one Renouncee

If you wish to renounce the offer indicated in Part ‘A’, in whole, please complete Part ‘B’ of the CAF. In case of joint holding, all

joint holders must sign Part ‘B’ of the CAF. The person in whose favour renunciation has been made should complete and sign Part ‘C’ of the CAF. In case of joint renouncees, all joint renouncees must sign this part of the CAF.

To renounce in part/or renounce the whole to more than one person(s)

If you wish to either accept this offer in part and renounce the balance or renounce the entire offer under this Issue in favour of two or

more Renouncees, the CAF must be first split into the requisite number of forms.

Please indicate your requirement of split forms in the space provided for this purpose in Part ‘D’ of the CAF and return the entire CAF

to the Registrar to the Issue so as to reach them latest by the close of business hours on the last date of receiving requests for split

forms, September 27, 2012. On receipt of the required number of split forms from the Registrar, the procedure as mentioned in the

paragraph above shall have to be followed.

In case the signature of the Eligible Equity Shareholder(s), who has renounced the Equity Shares, does not agree with the specimen

registered with our Company, the application is liable to be rejected.

Renouncee(s)

The person(s) in whose favour the Equity Shares are renounced should fill in and sign Part ‘C’ of the CAF and submit the entire CAF

to the Bankers to the Issue on or before the Issue Closing Date along with the application money in full. The Renouncee cannot further

renounce.

Change and/ or introduction of additional holders

If you wish to apply for Equity Shares jointly with any other person(s), not more than three, who is / are not already a joint holder with

you, it shall amount to renunciation and the procedure as stated above for renunciation shall have to be followed. Even a change in the

sequence of the name of joint holders shall amount to renunciation and the procedure, as stated above shall have to be followed.

However, this right of renunciation is subject to the express condition that the Board shall be entitled in its absolute discretion to reject

the request for allotment from the Renouncee(s) without assigning any reason thereof.

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Instructions for options

Please note that:

• Part ‘A’ of the CAF must not be used by any person(s) other than the Eligible Equity Shareholders to whom the Letter of Offer has

been addressed. If used, this will render the application invalid.

• A request for split forms should be made for a minimum of 1 (one) Equity Shares or, in multiples thereof and one split form for the

balance Equity Shares, if any.

• A request by the Investor for the split Application form should reach our Company on or before

• Only the Eligible Equity Shareholders to whom the Letter of Offer has been addressed shall be entitled to renounce and to apply for split application forms. Forms once split cannot be split further.

• Split form(s) will be sent to the Investor(s) by post at the Investors’ risk.

Additional Equity Shares

You are eligible to apply for additional Equity Shares over and above the number of Equity Shares you are entitled to, provided that

you have applied for all the Equity Shares offered without renouncing them in whole or in part in favour of any other person(s).

Applications for additional Equity Shares shall be considered and allotment shall be made at the sole discretion of the Board, in

consultation, if necessary, with the Stock Exchange and in the manner prescribed in the paragraph titled “Basis of Allotment”

beginning page 149 of this Letter of Offer.

If you desire to apply for additional Equity Shares, please indicate your requirement in the place provided for additional Equity Shares

in Part A of the CAF. The Renouncee applying for all the Equity Shares renounced in their favour may also apply for additional

Equity Shares.

Where the number of additional Equity Shares applied for exceeds the number available for allotment, the allotment would be made on a fair and equitable basis in consultation with the Stock Exchange.

You may exercise any of the following options with regard to the Equity Shares offered, using the enclosed CAF:

Option Option Available Action Required

1 Accept whole or part of your

entitlement without renouncing the balance

Fill in and sign Part A of the CAF (All joint holders must sign)

2 Accept your entitlement in full and

apply for additional Equity Shares

Fill in and sign Part A including Block III relating to the acceptance of

entitlement and Block IV relating to additional Equity Shares (All joint

holders must sign)

3 Renounce your entitlement in full

to one person (Renouncee) (Joint

renouncees not exceeding three are

considered as one renouncee).

Fill in and sign Part B (all joint holders must sign) indicating the number

of Equity Shares renounced and hand over the entire CAF to the

renouncee. The renouncees must fill in and sign Part C of the CAF (All

joint renouncees must sign)

4 Accept a part of your entitlement

and renounce the balance to one or

more renouncee(s)

OR Renounce your entitlement to all

the Equity Shares offered to you to

more than one renounce

Fill in and sign Part D (all joint holders must sign) requesting for Split

Application Forms. Send the CAF to the Registrar to the Issue so as to

reach them on or before the last date for receiving requests for Split

Forms. Splitting will be permitted only once. On receipt of the Split Form take action as indicated below.

1) For the Equity Shares you wish to accept, if any, fill in and sign Part A

of one split CAF (only for option 1).

2) For the Equity Shares you wish to renounce, fill in and sign Part B

indicating the number of Equity Shares renounced and hand over the split

CAFs to the renouncees. 3) Each of the renouncees should fill in and sign Part C for the Equity

Shares accepted by them

5 Introduce a joint holder or change

the sequence of joint holders

This will be treated as a renunciation. Fill in and sign Part B and the

renouncees must fill in & sign Part C

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Investors must provide information in the CAF as to their savings bank / current account number and the name of the bank with whom

such account is held, to enable the Registrar to print the said details in the refund orders after the names of the payee(s). Failure to comply with this may lead to rejection of the application. Bank account details furnished by the Depositories will be printed on the

refund warrant in case of Equity Shares held in electronic form.

Investors must write their CAF Number at the back of the cheque/demand draft.

Availability of duplicate CAF

In case the original CAF is not received, or is misplaced by the Investor, the Registrar to the Issue will issue a duplicate CAF on the

request of the Investor who should furnish the registered folio number / DP and Client ID number and his / her full name and address

to the Registrar to the Issue. Please note that the request for a duplicate CAF should reach the Registrar to the Issue within 7 (seven)

days from the Issue Opening Date. Please note that those who are making the application in the duplicate CAF should not utilize the

original CAF for any purpose including renunciation, even if it is received / found subsequently. If the Investor violates any of these

requirements, he / she shall face the risk of rejection of both the CAFs.

Application on Plain Paper

An Eligible Equity Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make

an application to subscribe to the Issue on plain paper, along with a demand draft, net of bank and postal charges payable at Chennai which should be drawn in favor of “Peirce Leslie India Limited – Rights Issue” and the Eligible Equity Shareholders should send the

same by registered post directly to the Registrar to the Issue.

If any shareholder makes an application on application form as well as on plain paper, both his applications shall be liable to be

rejected at the option of the issuer.

The envelope should be super scribed “ Peirce Leslie India Limited – Rights Issue” and should be postmarked in India. The

application on plain paper, duly signed by the Investors including joint holders, in the same order as per specimen recorded with our

Company, must reach the office of the Registrar to the Issue before the Issue Closing Date and should contain the following

particulars:

• Name of the Issuer, being PEIRCE LESLIE INDIA LIMITED;

• Name and address of the Eligible Equity Shareholder including joint holders;

• Registered Folio Number / DP and Client ID no.;

• Number of Equity Shares held as on Record Date;

• Number of Equity Shares entitled;

• Number of Equity Shares applied for;

• Number of additional Equity Shares applied for, if any;

• Total number of Equity Shares applied for;

• Total amount paid at the rate of ` /- per Equity Share ;

• Separate cheques / DDs are to be attached for amounts to be paid for Equity Shares;

• Particulars of cheque / demand draft / Savings / Current Account Number and name and address of the bank where the Eligible Equity Shareholder will be depositing the refund order;

• PAN of the Investor, and for each Investor in case of joint names, irrespective of the total value of the Equity Shares applied for pursuant to the Issue;

• Signature of the Equity Shareholders to appear in the same sequence and order as they appear in the records of our Company.

Please note that those who are making an application otherwise than on an original CAF shall not be entitled to renounce their rights

and should not utilize the original CAF for any purpose including renunciation even if it is received subsequently. If the Investor violates any of these requirements, he / she shall face the risk of rejection of both the applications. Separate cheque / DDs are to be

attached for amounts to be paid for Equity Shares. Our Company shall refund such application amount to the Investor without any

interest thereon.

PROCEDURE FOR APPLICATION THROUGH THE APPLICATIONS SUPPORTED BY BLOCKED AMOUNT

(“ASBA”) PROCESS

SEBI, by its circular dated August 20, 2009, introduced in rights issues the process of applications supported by blocked amounts

wherein the application money remains in the ASBA Account until allotment. Since this is a new mode of payment in rights issues,

the procedure for applying under the ASBA procedure as detailed in SEBI Circular dated December 30, 2009 and April 29, 2011 set

out below for the benefit of the shareholders.

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This section is only to facilitate better understanding of aspects of the procedure which is specific to ASBA Investors. ASBA

Investors should nonetheless read this document in entirety. Shareholders who are eligible to apply under the ASBA Process

are advised to make their independent investigations and ensure that the number of Equity Shares applied for by such

Shareholder do not exceed the applicable limits under laws or regulations

Our Company and the Lead Manager are not liable for any amendments or modifications or changes in applicable laws or regulations,

which may occur after the date of this Letter of Offer. Equity Shareholders who are eligible to apply under the ASBA Process are

advised to make their independent investigations and ensure that the number of Equity Shares applied for by such Equity Shareholders

does not exceed the applicable limits under laws or regulations.

The lists of banks that have been notified by SEBI to act as SCSB for the ASBA Process are provided on

http://www.sebi.gov.in/pmd/scsb.pdf. For details on designated branches of SCSBs collecting the CAF, please refer the above

mentioned link.

ASBA Process

An ASBA Investor can submit his application through CAF/plain paper, either in physical or electronic mode, to the SCSB with

whom the bank account of the ASBA Investor or bank account utilized by the ASBA Investor is maintained. The SCSB shall block an

amount equal to the application amount in the ASBA Account specified in the CAF, physical or electronic, on the basis of an

authorization to this effect given by the account holder at the time of submitting the CAF. The application data shall thereafter be

uploaded by the SCSB in the web enabled interface of the Stock Exchanges as prescribed under circular issued by SEBI -SEBI/CFD/DIL/DIP/38/2009/08/20 dated August 20, 2009 or in such manner as may be decided in consultation with the Stock

Exchanges. The amount payable on application shall remain blocked in the ASBA Account until finalization of the Basis of Allotment

and consequent transfer of the amount against the allocated Equity Shares to the separate account opened by our Company for Rights

Issue or until failure of the Issue or until rejection of the ASBA application, as the case may be. Once the basis of Allotment is

finalized, the Registrar to the Issue shall send an appropriate request to the Controlling Branch for unblocking the relevant ASBA

Accounts and for transferring the amount allocable to the successful ASBA Investors to the separate account opened by our Company

for Rights Issue. In case of withdrawal/failure of the Issue, the blocked amount shall be unblocked on receipt of such information from

the Registrar to the Issue.

The Lead Manager, our Company, its directors, affiliates, associates and their respective directors and officers and the

Registrar to the Issue shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc. in relation to

applications accepted by SCSBs, Applications uploaded by SCSBs, applications accepted but not uploaded by SCSBs or

applications accepted and uploaded without blocking funds in the ASBA Accounts. It shall be presumed that for applications

uploaded by SCSBs, the amount payable on application has been blocked in the relevant ASBA Account.

Equity Shareholders who are eligible to apply under the ASBA Process:

The option of applying for Equity Shares in the Issue through the ASBA Process is available to all Equity Shareholders of our

Company on the Record Date i.e..

All QIBs and Non – Institutional Investors must and all Retail Individual Investors may apply through the ASBA process subject to

satisfaction of the following parameters:

To qualify as ASBA Applicants, eligible Equity Shareholders:

• are required to hold Equity Shares in dematerialized form as on the Record Date and apply for (i) their Rights Entitlement or (ii)

their Rights Entitlement and Rights Issue Equity Shares in addition to their Rights Entitlement in dematerialized form;

• should not have renounced their Right Entitlement in full or in part;

• should not be Renouncees; and

• should apply through blocking of funds in bank accounts maintained with SCSBs

CAF

The Registrar will dispatch the CAF to all Equity Shareholders as per their entitlement on the Record Date for the Issue. Equity Shareholders desiring to use the ASBA Process are required to submit their applications by selecting the ASBA Option in Part A of

the CAF only. Application in electronic mode will only be available with such SCSB who provides such facility. The Equity

Shareholder shall submit the CAF/plain paper application to the SCSB for authorizing such SCSB to block an amount equivalent to

the amount payable on the application in the said bank account maintained with the same SCSB. The Equity Shareholder shall submit

the CAF to the SCSB for authorizing such SCSB to block an amount equivalent to the amount payable on the application in the said

bank account maintained with the same SCSB.

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Equity Shareholders applying under the ASBA Process are also advised to ensure that the CAF is correctly filled up, stating therein

the bank account number maintained with the SCSB in which an amount equivalent to the amount payable on application as stated in

the CAF will be blocked by the SCSB.

Application on Plain Paper

An Equity Shareholder who has neither received the original CAF nor is in a position to obtain a duplicate CAF and wanting to apply

under ASBA process may make an application to subscribe for the Issue on plain paper. The application on plain paper, duly signed

by the applicants including joint holders, in the same order as per specimen recorded with our Company, must be submitted at a designated branch of a SCSB on or before the Issue Closing

Date and should contain the following particulars:

• Name of the Issuer, being PEIRCE LESLIE INDIA LIMITED;

• Name and address of the Eligible Equity Shareholder including joint holders;

• Registered Folio Number / DP and Client ID no.;

• Number of Equity Shares held as on Record Date;

• Number of Equity Shares entitled;

• Number of Equity Shares applied for;

• Number of additional Equity Shares applied for, if any;

• Total number of Equity Shares applied for;

• Total amount paid at the rate of ` Rs. - per Equity Share ;

• Separate cheques / DDs are to be attached for amounts to be paid for Equity Shares;

• Particulars of cheque / demand draft / Savings / Current Account Number and name and address of the bank where the Eligible

Equity Shareholder will be depositing the refund order;

• PAN of the Investor, and for each Investor in case of joint names, irrespective of the total value of the Equity Shares applied for

pursuant to the Issue;

• Signature of the Equity Shareholders to appear in the same sequence and order as they appear in the records of our Company.

Please note that those who are making an application otherwise than on an original CAF shall not be entitled to renounce their rights

and should not utilize the original CAF for any purpose including renunciation even if it is received subsequently. If the Investor

violates any of these requirements, he / she shall face the risk of rejection of both the applications. Separate cheque / DDs are to be

attached for amounts to be paid for Equity Shares. The Company shall refund such application amount to the Investor without any

interest thereon.

Acceptance of the Issue

You may accept the Issue and apply for the Equity Shares offered, either in full or in part, by filling Part A of the CAF sent by the

Registrar, selecting the ASBA process option in Part A of the CAF and submit the same to the SCSB before the close of the banking

hours on or before the Issue Closing Date or such extended time as may be specified by the Board of Directors of our Company in this

regard.

Mode of payment

The Shareholder applying under the ASBA Process agrees to block the entire amount payable on application (including for additional

Equity Shares, if any) with the submission of the CAF, by authorizing the SCSB to block an amount, equivalent to the amount payable

on application, in a bank account maintained with the SCSB. After verifying that sufficient funds are available in the bank account

provided in the CAF, the SCSB shall block an amount equivalent to the amount payable on application mentioned in the CAF until it

receives instructions from the Registrar to the issue.

Upon receipt of intimation from the Registrar, the SCSBs shall transfer such amount as per Registrar’s instruction allocable to the

Shareholders applying under the ASBA Process from bank account with the SCSB mentioned by the Shareholder in the CAF. This

amount will be transferred in terms of the SEBI ICDR Regulations into the separate bank account maintained by our Company as per

the provisions of section 73(3) of the Companies Act, 1956. The balance amount remaining after the finalization of the basis of

allotment shall be either unblocked by the SCSBs or refunded to the investors by the Registrar on the basis of the instructions issued in

this regard by the Registrar to the Issue and the Lead Manager to the respective SCSB.

The Shareholders applying under the ASBA Process would be required to block the entire amount payable on their application at the

time of the submission of the CAF.

The SCSB may reject the application at the time of acceptance of CAF if the bank account with the SCSB details of which have been provided by the Shareholder in the CAF does not have sufficient funds equivalent to the amount payable on application mentioned in

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the CAF. Subsequent to the acceptance of the application by the SCSB, our Company would have a right to reject the application only

on technical grounds.

Please note that in accordance with the provisions of SEBI circular bearing number CIR/CFD/DIL/1/2011 dated April 29,

2011, all applicants who are QIBs, Non Institutional Investors shall mandatorily make use of ASBA facility. All QIBs and

Non-Insitutional Investors, complying with the eligibilty conditions of SEBI circular dated December 30, 2009, must

mandatorily invest through the ASBA process

Non-retail investors having bank account with SCSBs that are providing ASBA in cities/ centers where non-retail investors are located, are mandatorily required to make use of ASBA facility. Otherwise, applications of such nonretail investors are liable for

rejection.

All non-retail investors are encouraged to make use of ASBA facility wherever such facility is available

Options available to the Shareholder applying under the ASBA Process

The summary of options available to the Shareholders is presented below. You may exercise any of the following

options with regard to the Equity Shares offered, using the CAF received from Registrar:

Sr. No Option Available Action Required

1 Accept whole or part of your

entitlement without renouncing the

balance

Fill in and sign Part A of the CAF (All joint holders must sign)

2 Accept your entitlement in full and

apply for additional Equity Shares

Fill in and sign Part A of the CAF including Block III relating to the

acceptance of entitlement and Block IV relating to additional Equity

Shares (All joint holders must sign)

3 Renounce your Rights Entitlement in

full to one person (Joint Renouncees

are considered as one).

Fill in and sign Part B (all joint holders must sign) indicating the number

of Equity Shares renounced and hand it over to the Renouncee. The

Renouncee must fill in and sign Part C (All joint Renouncees must sign).

The Shareholder applying under the ASBA Process will need to select the ASBA option process in the CAF and provide

required details as mentioned therein. However, in cases where this option is not selected, but the CAF is tendered to the SCSB

with the relevant details required under the ASBA process option and SCSB blocks the requisite amount, then that CAF

would be treated as if the Shareholder has selected to apply through the ASBA process option.

Please note that in accordance with the provisions of SEBI circular bearing number CIR/CFD/DIL/1/2011 dated April 29,

2011, all applicants who are QIBs, Non Institutional Investors shall mandatorily make use of ASBA facility. All QIBs and

Non-Insitutional Investors, complying with the eligibilty conditions of SEBI circular dated December 30, 2009, must

mandatorily invest through the ASBA process. Non-retail investors having bank account with SCSBs that are providing ASBA

in cities/ centers where non-retail investors are located, are mandatorily required to make use of ASBA facility. Otherwise,

applications of such non-retail investors are liable for rejection. All non-retail investors are encouraged to make use of ASBA

facility wherever such facility is available.

Additional Equity Shares

The Equity Shareholder is eligible to apply for additional Equity Shares over and above the number of Equity Shares that he is entitled

too, provided that he has applied for all the shares offered without renouncing them in whole or in part in favour of any other

person(s). Applications for additional shares shall be considered and allotment shall be made at the sole discretion of the Board, in

consultation with the Designated Stock Exchange and in the manner prescribed under “Basis of Allotment” on page 149 of this Letter

of Offer.

If you desire to apply for additional shares, please indicate your requirement in the place provided for additional Securities in Part A

of the CAF.

Renunciation under the ASBA Process

Renouncees cannot participate in the ASBA Process.

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Last date of Application

The last date for submission of the duly filled in CAF is . 1.The Issue will be kept open for a minimum of 15 (fifteen) days and the Board or any committee thereof will have the right to extend

the said date for such period as it may determine from time to time but not exceeding 30 (thirty) days from the Issue Opening Date i.e.

2. If the CAF together with the amount payable is not received by the SCSB on or before the

close of banking hours on the aforesaid last date or such date as may be extended by the Board of Directors, the offer contained in this

Letter of Offer shall be deemed to have been declined and the Board of Directors shall be at liberty to dispose off the Equity Shares

hereby offered, as provided under “Basis of Allotment” on page 149 of this Letter of Offer.

Option to receive Securities in Dematerialized Form

SHAREHOLDERS UNDER THE ASBA PROCESS MAY PLEASE NOTE THAT THE EQUITY SHARES OF OUR

COMPANY UNDER THE ASBA PROCESS CAN ONLY BE ALLOTTED IN DEMATERIALIZED FORM AND TO THE

SAME DEPOSITORY ACCOUNT IN WHICH THE EQUITY SHARES ARE BEING HELD ON RECORD DATE.

Issuance of Intimation Letters

Upon approval of the basis of Allotment by the Designated Stock Exchange, the Registrar to the Issue shall send the Controlling

Branches, a list of the ASBA Investors who have been allocated Equity Shares in the Issue, along with:

• The number of Equity Shares to be allotted against each successful ASBA;

• The amount to be transferred from the ASBA Account to the separate account opened by our Company for Rights Issue, for each

successful ASBA;

• The date by which the funds referred to in para above, shall be transferred to separate account opened by our Company for Rights

Issue; and

• The details of rejected ASBAs, if any, along with reasons for rejection to enable SCSBs to unblock the respective ASBA Accounts.

General instructions for Shareholders applying under the ASBA Process

a) Please read the instructions printed on the CAF carefully.

b) Application should be made on the printed CAF / plain paper and should be completed in all respects. The CAF found

incomplete with regard to any of the particulars required to be given therein, and / or which are not completed in conformity

with the terms of this Letter of Offer are liable to be rejected. The CAF / plain paper application must be filled in English.

c) The CAF / plain paper application in the ASBA Process should be submitted at a Designated Branch of the SCSB and whose

bank account details are provided in the CAF and not to the Bankers to the Issue/Collecting Banks (assuming that such

Collecting Bank is not a SCSB), to our Company or Registrar or Lead Manager to the Issue.

d) All applicants, and in the case of application in joint names, each of the joint applicants, should mention his/her PAN number

allotted under the Income-Tax Act, 1961, irrespective of the amount of the application. CAFs / plain paper application

without PAN will be considered incomplete and are liable to be rejected. With effect from August 16, 2010, the demat

accounts for Investors for which PAN details have not been verified shall be “suspended for credit” and no allotment

and credit of Rights Issue Equity Shares shall be made into the accounts of such Investors.

e) All payments will be made by blocking the amount in the bank account maintained with the SCSB. Cash payment is not acceptable. In case payment is affected in contravention of this, the application may be deemed invalid and the application

money will be refunded and no interest will be paid thereon.

f) Signatures should be either in English or Hindi or in any other language specified in the Eighth Schedule to the Constitution

of India. Thumb impression and Signatures other than in English or Hindi must be attested by a Notary Public or a Special

Executive Magistrate under his/her official seal. The Equity Shareholders must sign the CAF /plain paper application as per the specimen signature recorded with our Company/Depositories.

g) In case of joint holders, all joint holders must sign the relevant part of the CAF / plain paper application in the same order and

as per the specimen signature(s) recorded with our Company. In case of joint applicants, reference, if any, will be made in the

first applicant’s name and all communication will be addressed to the first applicant.

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h) All communication in connection with application for the Securities, including any change in address of the Equity

Shareholders should be addressed to the Registrar to the Issue prior to the date of allotment in this Issue quoting the name of

the first / sole applicant Shareholder, folio numbers and CAF number.

i) Only the person or persons to whom the Rights Issue Equity Shares have been offered shall be eligible to participate under

the ASBA Process.

j) Only persons outside restricted jurisdictions and who are eligible to subscribe for Rights Entitlement and Rights Issue Equity

Shares under applicable securities laws are eligible to participate.

k) Only the Equity Shareholders holding shares in demat are eligible to participate through ASBA process.

l) Equity shareholders who have renounced their entitlement in part/ full are not entitled to apply using ASBA process.

m) Please note that pursuant to the applicability of the directions issued by SEBI vide its circular bearing number

CIR/CFD/DIL/1/2011 dated April 29, 2011, all applicants who are QIBs, Non Institutional Investors or are applying

in this Issue for Rights Issue Equity Shares for an amount exceeding ` 2,00,000 shall mandatorily make use of ASBA

facility. All QIBs and Non-Insitutional Investors, complying with the eligibilty conditions of SEBI circular dated

December 30, 2009, must mandatorily invest through the ASBA process

n) Non-retail investors having bank account with SCSBs that are providing ASBA in cities/ centers where non-retail investors

are located, are mandatorily required to make use of ASBA facility. Otherwise, applications of such non-retail investors are

liable for rejection.

o) All non-retail investors are encouraged to make use of ASBA facility wherever such facility is available.”

Do’s:

a) Ensure that the ASBA Process option is selected in part A of the CAF and necessary details are filled in. In case of non-

receipt of the CAF, the application can be made on plain paper with all necessary details as required under the para

“Application on plain paper” appearing under the procedure for application under ASBA.

b) Ensure that you submit your application in physical mode only. Electronic mode is only available with certain SCSBs and not

all SCSBs and you should ensure that your SCSB offers such facility to you.

c) Ensure that the details about your Depository Participant and beneficiary account are correct and the beneficiary account is activated as Equity Shares will be allotted in the dematerialized form only.

d) Ensure that the CAF / plain paper application is submitted at the SCSBs whose details of bank account have been provided in

the CAF / plain paper application.

e) Ensure that you have mentioned the correct bank account number in the CAF / plain paper application.

f) Ensure that there are sufficient funds (equal to {number of Equity Shares applied for} X {Issue Price per Equity Shares as

the case may be}) available in the bank account maintained with the SCSB mentioned in the CAF /plain paper application

before submitting the CAF to the respective Designated Branch of the SCSB.

g) Ensure that you have authorised the SCSB for blocking funds equivalent to the total amount payable on application

mentioned in the CAF / plain paper application, in the bank account maintained with the respective SCSB, of which details

are provided in the CAF / plain paper application and have signed the same.

h) Ensure that you receive an acknowledgement from the SCSB for your submission of the CAF / plain paper application in

physical form.

i) Each applicant should mention their Permanent Account Number (“PAN”) allotted under the Income Tax Act.

j) Ensure that the name(s) given in the CAF / plain paper application is exactly the same as the name(s) in which the beneficiary

account is held with the Depository Participant. In case the CAF is submitted in joint names, ensure that the beneficiary

account is also held in same joint names and such names are in the same sequence in which they appear in the CAF / plain

paper application.

k) Ensure that the Demographic Details are updated, true and correct, in all respects.

Don’ts:

a) Do not apply on duplicate CAF after you have submitted a CAF / plain paper application to a Designated Branch of the

SCSB. b) Do not pay the amount payable on application in cash, money order or by postal order.

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c) Do not send your physical CAFs / plain paper application to the Lead Manager to Issue / Registrar / Collecting Banks

(assuming that such Collecting Bank is not a SCSB) / to a branch of the SCSB which is not a Designated Branch of the SCSB

/ Company; instead submit the same to a Designated Branch of the SCSB only. d) Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this ground.

e) Do not instruct their respective banks to release the funds blocked under the ASBA Process.

f) Do not apply if the ASBA account has been used for five applicants.

Grounds for Technical Rejection for ASBA Process:

In addition to the grounds listed under “Grounds for Technical Rejection for non-ASBA Investors” beginning on page 154 of this

Letter of Offer, applications under ASBA Process may be rejected on following additional grounds:

a) Application for entitlements or additional shares in physical form.

b) DP ID and Client ID mentioned in CAF / plain paper application not matching with the DP ID and Client ID records

available with the Registrar.

c) Sending CAF / plain paper application to the Lead Manager / Issuer / Registrar / Collecting Bank (assuming that such

Collecting Bank is not a SCSB) / to a branch of a SCSB which is not a Designated Branch of the SCSB / Company.

d) Insufficient funds are available with the SCSB for blocking the amount.

e) Funds in the bank account with the SCSB whose details are mentioned in the CAF / plain paper application having been

frozen pursuant to regulatory orders.

f) Account holder not signing the CAF / plain paper application or declaration mentioned therein. g) Application on split form.

h) CAFs that do not include the certification set out in the CAF to the effect that the subscriber does not have a registered

address (and is not otherwise located) in restricted jurisdictions and is authorized to acquire the rights and the securities in

compliance with all applicable laws and regulations.

i) CAFs which have evidence of being executed in/dispatched from restricted jurisdiction.

j) An Equity Shareholder, who is not complying with any or all of the conditions for being an ASBA Investor, applies under the

ASBA process

k) QIBs and Non – Institutional Investors who holds Equity Shares in dematerialised form and is not a Renouncee not applying

through the ASBA process.

l) The application by an Equity Shareholder whose cumulative value of Equity Shares applied for is more than ` 2.00 Lacs but

has applied separately through split CAFs of less than ` 2.00 Lacs and has not done so through the ASBA process. m) Submitting GIR instead of PAN.

n) Please note that in accordance with the provisions of SEBI circular bearing number CIR/CFD/DIL/1/2011 dated

April 29, 2011, all applicants who are QIBs, Non Institutional Investors shall mandatorily make use of ASBA facility.

All QIBs and Non-Insitutional Investors, complying with the eligibilty conditions of SEBI circular dated December 30,

2009, must mandatorily invest through the ASBA process.

Non-retail investors having bank account with SCSBs that are providing ASBA in cities/ centers where non-retail investors are

located, are mandatorily required to make use of ASBA facility. Otherwise, applications of such non-retail investors are liable for

rejection. All non-retail investors are encouraged to make use of ASBA facility wherever such facility is available.

Depository account and bank details for Shareholders applying under the ASBA Process

IT IS MANDATORY FOR ALL THE SHAREHOLDERS APPLYING UNDER THE ASBA PROCESS TO RECEIVE

THEIR EQUITY SHARES IN DEMATERIALISED FORM. ALL SHAREHOLDERS APPLYING UNDER THE ASBA

PROCESS SHOULD MENTION THEIR DEPOSITORY PARTICIPANT’S NAME, DEPOSITORY PARTICIPANT

IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE CAF / PLAIN PAPER APPLICATION.

SHAREHOLDERS APPLYING UNDER THE ASBA PROCESS MUST ENSURE THAT THE NAME GIVEN IN THE CAF

/ PLAIN PAPER APPLICATION IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT

IS HELD. IN CASE THE CAF / PLAIN PAPER APPLICATION IS SUBMITTED IN JOINT NAMES, IT SHOULD BE

ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE

SAME SEQUENCE IN WHICH THEY APPEAR IN THE CAF / PLAIN PAPER APPLICATION.

Shareholders applying under the ASBA Process should note that on the basis of name of these Shareholders, Depository

Participant’s name and identification number and beneficiary account number provided by them in the CAF / plain paper

application, the Registrar to the Issue will obtain from the Depository demographic details of these Shareholders such as

address, bank account details for printing on refund orders / advice and occupation (“Demographic Details”). Hence,

Shareholders applying under the ASBA Process should carefully fill in their Depository Account details in the CAF / plain

paper application.

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These Demographic Details would be used for all correspondence with such Shareholders including mailing of the letters intimating

unblock of bank account of the respective Shareholder. The Demographic Details given by Shareholders in the CAF / plain paper application would not be used for any other purposes by the Registrar. Hence, Shareholders are advised to update their Demographic

Details as provided to their Depository Participants. By signing the CAF / plain paper application, the Shareholders applying under the

ASBA Process would be deemed to have authorised the Depositories to provide, upon request, to the Registrar to the Issue, the

required Demographic Details as available on its records.

Letters intimating allotment and unblocking or refund (if any) would be mailed at the address of the Shareholder applying

under the ASBA Process as per the Demographic Details received from the Depositories. Refunds, if any, will be made directly

to the bank account in the SCSB and which details are provided in the CAF and not the bank account linked to the DP ID.

Shareholders applying under the ASBA Process may note that delivery of letters intimating unblocking of bank account may

get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In such an event, the

address and other details given by the Shareholder in the CAF / plain paper application would be used only to ensure dispatch

of letters intimating unblocking of bank account.

Note that any such delay shall be at the sole risk of the Shareholders applying under the ASBA Process and none of the

SCSBs, Company or the Lead Manager shall be liable to compensate the Shareholder applying under the ASBA Process for

any losses caused to such Shareholder due to any such delay or liable to pay any interest for such delay.

In case no corresponding record is available with the Depositories that matches three parameters, namely, names of the Shareholders (including the order of names of joint holders), the DP ID and the beneficiary account number, then such applications are liable to be

rejected.

Disposal of Investor Grievances

All grievances relating to the ASBA may be addressed to the Registrar to the Issue, with a copy to the SCSB, giving full details such

as name, address of the applicant, number of Equity Shares applied for, Amount blocked on application, account number of the ASBA

Bank Account and the Designated Branch or the collection centre of the SCSB where the CAF / plain paper application was submitted

by the ASBA Investors.

Last date of Application

The last date for submission of the duly filled in CAF is The Issue will be kept open for 15 days and the Board

will have the right to extend the said date for such period as it may determine from time to time but not exceeding 30 days from the

Issue Opening Date.

If the CAF together with the amount payable is not received by the Bankers to the Issue / Registrar to the Issue on or before the

closure of banking hours on the aforesaid last date or such date as may be extended by the Board, the offer contained in the Letter of

Offer shall be deemed to have been declined and the Board shall be at liberty to dispose off the Equity Shares hereby offered, as

provided in the paragraph titled “Basis of Allotment” on page 149 of this Letter of Offer.

INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES CAN BE TRADED ON THE STOCK EXCHANGE

ONLY IN DEMATERIALIZED FORM.

Basis of Allotment

Subject to the provisions contained in the Letter of Offer, the Articles of Association of our Company and the approval of the

Designated Stock Exchange, the Board will proceed to allot the Equity Shares in the following order of priority:

a) Full allotment to those Equity Shareholders who have applied for their Rights Entitlement either in full or in part and also to

the Renouncee(s) who has / have applied for Rights Equity Shares renounced in their favour, in full or in part.

b) Allotment pertaining to fractional entitlements in case of any shareholding other than in multiples of 5.s. Investors whose

fractional entitlements are being ignored would be given preference in allotment of one additional Equity Share.

c) Allotment to the Eligible Equity Shareholders who having applied for all the Equity Shares offered to them as part of the

Issue and have also applied for additional Equity Shares. The allotment of such additional Equity Shares will be made as far

as possible on an equitable basis having due regard to the number of Equity Shares held by them on the Record Date,

provided there is an under-subscribed portion after making full allotment in (a) and (b) above. The allotment of such

additional Equity Shares will be at the sole discretion of the Board in consultation with the Designated Stock Exchange, as a

part of the Issue and not preferential allotment.

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d) Allotment to Renouncees who having applied for all the Equity Shares renounced in their favour, have applied for additional

Equity Shares provided there is surplus available after making full allotment under (a), (b) and (c) above. The allotment of

such Equity Shares will be on a proportionate basis at the sole discretion of the Board in consultation with the Stock Exchange, as a part of the Issue and not preferential allotment.

e) Allotment to any other person as the Board may in its absolute discretion deem fit provided there is surplus available after

making full allotment under (a), (b), (c) and (d) above.

After taking into account allotment to be made under (a) and (b) above, if there is any unsubscribed portion, the same shall be deemed

to be ‘unsubscribed’ for the purpose of regulation 10(4)(a), 10(4)(b)(i) and 10(4)(b)(ii) of SEBI (SAST) regulations, 2011 be exempt from making an open offer as stipulated under 3(2) of SEBI (SAST) regulations, 2011which would be available for allocation under

(c), (d) and (e) above. Under the provisions of regulation 3 read with regulation 10 of the Takeover Regulations a shareholder is

exempt from the obligation of making an open offer for acquiring Rights Issue Equity Shares (including Rights Issue Equity Shares

acquired beyond Rights Entitlement), upon fulfillment of conditions stated therein. In the event, the acquisition of Rights Equity

Shares beyond Rights Entitlement results in acquisition of control of the Company by the acquirer, the Takeover Regulations does not

provide for an exemption from making an open offer.

The Promoter and Promoter Group have confirmed that they do not intend to subscribe to their Rights Entitlement to comply with the

provisions of Rule 19A(1) of the SCRR and clause 40A of the Listing Agreement with respect to the requirement of minimum public

shareholding of 25% of the post-Issue paid-up capital of our Company.

After considering the above Allotment, any additional Equity Shares shall be disposed off by the Board, in such manner as they think most beneficial to our Company and the decision of the Board in this regard shall be final and binding.

In the event of oversubscription, Allotment will be made within the overall size of the Issue.

Our Company expects to complete the allotment of Equity Shares within a period of 15 days from the date of closure of the Issue in

accordance with the listing agreement with the MSE. In case of delay in allotment our Company shall, as stipulated under Section

73(2A) of the Act, be required to pay interest on the same at a rate of 15 per cent p.a.

Allotment / Refund

Our Company will issue and dispatch letter of allotment / share certificates / demat credit and / or letters of regret along with refund orders or credit the allotted Equity Shares to the respective beneficiary accounts, if any, within a period of fifteen (15) days from the

Issue Closing Date. If such money is not repaid within eight days from the day our Company becomes liable to pay it, our Company

shall pay that money with interest @ 15% for the delayed period, as stipulated under Section 73 of the Companies Act.

Investors residing in the 68 cities specified by SEBI pursuant to its circular dated February 1, 2008, will get refunds through ECS

(Electronic Clearing Service) only except where Investors are otherwise disclosed as applicable / eligible to get refunds through direct

credit and RTGS provided the MICR details are recorded with the Depositories or our Company.

In case of those Investors who have opted to receive the Equity Shares in dematerialized form using electronic credit under the

depository system, an advice regarding their credit of the Equity Shares shall be given separately.

Investors to whom refunds are made through electronic transfer of funds will be sent a letter through certificate of posting intimating

them about the mode of credit of refund within a period of fifteen (15) days from the Issue Closing Date.

In case of those Investors who have opted to receive the Equity Shares in physical form, our Company will issue the corresponding

share certificates under Section 113 of the Companies Act or other applicable provisions, if any.

In case of ASBA Investors, the Registrar to the Issue shall instruct the SCSBs to unblock the funds in the relevant ASBA Account to

the extent of the refund to be made within 15 days of the Issue Closing Date.

Any refund order exceeding ` 1,500 would be sent by registered post / speed post to the sole / first Investor’s registered address.

Refund orders up to the value of ` 1,500 would be sent under certificate of posting. Such refund orders would be payable at par at all places where the applications were originally accepted. The same would be marked ‘Account Payee only’ and would be drawn in

favour of the sole / first Investor. Adequate funds would be made available to the Registrar to the Issue for this purpose.

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Payment of Refund

Mode of making refunds

The payment of refund, if any, would be done through various modes in the following order of preference:

1. ECS/NECS – Payment of refund would be done through ECS/NECS for Investors having an account at any centre where such

facility has been made available. This mode of payment of refunds would be subject to availability of complete bank account details

including the MICR code as appearing on a cheque leaf, from the Depositories. The payment of refunds is mandatory for Investors having a bank account at the centers where ECS/NECS facility has been made available by the RBI (subject to availability of all

information for crediting the refund through ECS/NECS), except where the Investor, being eligible, opts to receive refund through

NEFT, direct credit or RTGS.

The list of banks that have been notified by SEBI to act as SCSB for the ASBA Process are provided on

http://www.sebi.gov.in/pmd/scsb.html. For details on designated branches of SCSB collecting the CAF,please refer the above

mentioned SEBI link.

2. NEFT (National Electronic Fund Transfer) – Payment of refund shall be undertaken through NEFT wherever the Investors’ bank

has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if

any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to

the date of payment of refund, duly mapped with MICR numbers. Wherever the Investors have registered their nine digit MICR

number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the Investors through this method. Our Company in

consultation with the Lead Manager may decide to use NEFT as a mode of making refunds. The process flow in respect of refunds by

way of NEFT is at an evolving stage and hence use of NEFT is subject to operational feasibility, cost and process efficiency. In the

event that NEFT is not operationally feasible, the payment of refunds would be made through any one of the other modes as discussed

herein.

3.Direct Credit – Investors having bank accounts with the Bankers to the Issue shall be eligible to receive refunds through direct

credit. Charges, if any, levied by the relevant bank(s) for the same would be borne by our Company.

4. RTGS (Real Time Gross Settlement) – Investors having a bank account at any of the centres where such facility has been made

available and whose refund amount exceeds ` 50.00 lacs, have the option to receive refund through RTGS. Such eligible Investors

who indicate their preference to receive refund through RTGS are required to provide the IFSC code in the CAF. In the event the same

is not provided, refund shall be made through ECS. Charges, if any, levied by the Refund Bank(s) for the same would be borne by our

Company. Charges, if any, levied by the Investors’ bank receiving the credit would be borne by the Investor.

5.For all other Investors, including those who have not updated their bank particulars with the MICR code, the refund orders will be

dispatched under certificate of posting for value up to ` 1,500 and through speed post / registered post for refund orders of ` 1,500 and

above. Such refunds will be made by cheques, pay orders or demand drafts drawn in favour of the sole / first Investor and payable at

par.

Printing of Bank Particulars on Refund Orders

As a matter of precaution against possible fraudulent encashment of refund orders due to loss or misplacement, the particulars of the

Investor’s bank account are mandatorily required to be given for printing on the refund orders. Bank account particulars will be

printed on the refund orders/refund warrants which can then be deposited only in the account specified. Our Company will in no way

be responsible if any loss occurs through these instruments falling into improper hands either through forgery or fraud.

Allotment advice / Share Certificates / Demat Credit

Allotment advice / share certificates / demat credit will be dispatched to the registered address of the first named Investor or respective

beneficiary accounts will be credited within 15 (fifteen) days, from the Issue Closing Date.

Option to receive the Equity Shares in Dematerialized Form

The Investors have an option to get the Equity Shares in physical or demat form.

Our Company has signed a tripartite agreement dated 29/10/2001 with NSDL and the Registrar to our Company and a tripartite

agreement dated 23/09/2001 with CDSL and the Registrar to our Company, which enables the Equity Shareholders to hold and trade

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in Equity Shares in a dematerialized form, instead of holding the Equity Shares in the form of physical certificates In this Issue, the

allottees who have opted for the Equity Shares in dematerialized form will receive the Equity Shares in the form of an electronic credit

to their beneficiary account with a Depository Participant. The CAF shall contain a space for indicating the number of Equity Shares applied for in demat and physical from or both. Investors will have to give the relevant particulars for this purpose appropriately in the

CAF. Applications, which do not accurately contain this information, will be given the Equity Shares in physical form. No separate

applications for Equity Shares in physical and / or dematerialized form should be made. If such applications are made, the application

for physical Equity Shares will be liable to be rejected.

The Equity Shares will be listed on the MSE.

The procedure for availing of the facility for allotment of the Equity Shares in this Issue in the electronic form is as under:

• Open a beneficiary account with any Depository Participant (care should be taken that the beneficiary account should carry the name

of the holder in the same manner as is exhibited in the records of our Company. In the case of joint holding, the beneficiary account

should be opened carrying the names of the holders in the same order as with our Company). In case of Investors having various folios

in our Company with different joint holders, the Investors will have to open separate accounts for such holdings. ThoseInvestors who

have already opened such beneficiary account (s) need not adhere to this step.

• For the Eligible Equity Shareholders already holding Equity Shares of our Company in dematerialized form as on the Record Date, the beneficial account number shall be printed on the CAF. For those who open accounts later or those who change their accounts and

wish to receive their Equity Shares pursuant to this Issue by way of credit to such account, the necessary details of their beneficiary

account should be filled in the space provided in the CAF. It may be noted that the allotment of Equity Shares arising out of this Issue

may be made in dematerialized form even if the original Equity Shares of our Company are not dematerialized. Nonetheless, it should

be ensured that the Depository Account is in the name(s) of the Equity Shareholders and the names are in the same order as in the

records of our Company.

• Responsibility for correctness of information (including Investor’s age and other details) filled in the CAF vis-à-vis such information with the Investor’s depository participant, would rest with the Investor. Investors should ensure that the names of the Investors and the

order in which they appear in the CAF should be the same as registered with the Investor’s Depository Participant.

• Equity Share allotted to an Applicant in the electronic account form will be credited directly to the Applicant’s respective beneficiary

account(s) with depository participant.

• Applicants should ensure that the names of the Applicants and the order in which they appear in the CAF should be the same as registered with the Applicant’s depository participant.

• Non-transferable allotment advice/refund orders will be directly sent to the Applicant by the Registrar to this Issue.

• If incomplete / incorrect beneficiary account details are given in the CAF the Investor will get the Equity Shares in physical form.

• The Equity Shares pursuant to this Issue allotted to Investors opting for dematerialized form, would be directly credited to the beneficiary account as given in the CAF after verification. Allotment advice, refund order (if any) would be sent directly to the

Investor by the Registrar to the Issue but the Investor’s depository participant will provide to him the confirmation of the credit of such Securities to the Investor’s depository account.

• Renouncees will also have to provide the necessary details about their beneficiary account for allotment of Equity Shares in this Issue. In case these details are incomplete or incorrect, the application is liable to be rejected.

• It may be noted that Equity Shares in electronic form can be traded only on the Stock Exchanges having electronic connectivity with

NSDL or CDSL.

• Dividend or other benefits with respect to the Equity Shares held in dematerialized form would be paid to those Equity Shareholders whose names appear in the list of beneficial owners given by the Depository Participant to our Company as on the date of the book

closure.

General instructions for NON-ASBA Investors

a) Please read the instructions printed on the enclosed CAF carefully.

b) Applications should be made on the printed CAF, provided by our Company and should be completed in all respects. The

CAF found incomplete with regard to any of the particulars required to be given therein, and /or which are not completed in

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conformity with the terms of the Letter of Offer are liable to be rejected and the money paid, if any, in respect thereof will be

refunded without interest and after deduction of bank commission and other charges, if any. The CAF must be filled in

English and the names of all the Investors, details of occupation, address, father’s / husband’s name must be filled in block letters.

c) The CAF together with the cheque / demand draft should be sent to the Bankers to the Issue / Collecting Banks or to the

Registrar to the Issue and not to our Company or the Lead Manager to the Issue. Investors residing at places other than cities

where the branches of the Bankers to the Issue have been authorised by our Company for collecting applications, will have to

make payment by Demand Draft payable at Chennai of an amount net of bank and postal charges and send their application

forms to the Registrar to the Issue by Registered Post. If any portion of the CAF is / are detached or separated, such application is liable to be rejected.

d) Applications for any value made by the Investor, or in the case of joint names, each of the joint Investors, should mention his

/ her Permanent Account Number allotted under the Income-Tax Act, 1961, irrespective of the amount of the application.

CAFs without PAN will be considered incomplete and are liable to be rejected.

e) Investors are advised that it is mandatory to provide information as to their savings / current account number and the name of

the bank with whom such account is held in the CAF to enable the Registrar to the Issue to print the said details in the refund

orders, if any, after the names of the payees. Applications not containing such details are liable to be rejected. For Eligible

Equity Shareholders holding Equity Shares in dematerialized form, such bank details will be drawn from the demographic

details of the Eligible Equity Shareholder in the records of the Depository.

f) All payments should be made by cheque / DD only. Cash payment is not acceptable. In case payment is affected in

contravention of this, the application may be deemed invalid and the application money will be refunded and no interest will be paid thereon.

g) Signatures should be either in English or Hindi or in any other language specified in the Eighth Schedule to the Constitution

of India. Signatures other than in English or Hindi and thumb impression must be attested by a Notary Public or a Special

Executive Magistrate under his/her official seal. The Eligible Equity Shareholders must sign the CAF as per the specimen

signature recorded with our Company or the Depositories.

h) In case of an application under power of attorney or by a body corporate or by a society, a certified true copy of the relevant

power of attorney or relevant resolution or authority to the signatory to make the relevant investment under this Issue and to

sign the application and a copy of the memorandum and articles of association and / or bye laws of such body corporate or

society must be lodged with the Registrar to the Issue giving reference to the serial number of the CAF and folio numbers /

DP ID and Client ID Number.

In case the above referred documents are already registered with our Company, the same need not be furnished again. In case these papers are sent to any other entity besides the Registrar to the Issue or are sent after the Issue Closing Date, then the

application is liable to be rejected. In no case should these papers be attached to the application submitted to the Bankers to

the Issue.

i) In case of joint holders, all joint holders must sign the relevant part of the CAF in the same order and as per the specimen

signature(s) recorded with our Company. Further, in case of joint Investors who are Renouncees, the number of Investors

should not exceed three. In case of joint applicants, reference, if any, will be made in the first Investor’s name and all

communication will be addressed to the first Investor.

j) Application(s) received from Non-Resident / NRIs, or persons of Indian origin residing abroad for allotment of Equity Shares

shall, inter alia, be subject to conditions, as may be imposed from time to time by the RBI under FEMA in the matter of

refund of application money, allotment of equity shares, subsequent issue and allotment of equity shares, interest, export of

share certificates, etc. In case a Non- Resident or NRI Equity Shareholder has specific approval from the RBI, in connection with his shareholding, he should enclose a copy of such approval with the CAF.

k) All communications in connection with applications for the Equity Shares, including any change in addresses of the Eligible

Equity Shareholders should be addressed to the Registrar to the Issue prior to the date of allotment in this Issue quoting the

name of the first / sole Investor, folio numbers and CAF number. Please note that any intimation for change of address of the

Eligible Equity Shareholders, after the date of allotment, should be sent to the Registrar to the Issue, in the case of Equity

Shares held in physical form and to the respective Depository Participant, in case of Equity Shares held in dematerialized

form.

l) Split forms cannot be re-split.

m) Only the person or persons to whom the Equity Shares have been offered and not Renouncee(s) shall be entitled to obtain

split forms.

n) Investors must write their CAF number at the back of the cheque / demand draft.

o) Only one mode of payment per application should be used. The payment must be by cheque / demand draft drawn on any of

the banks, including a co-operative bank, which is situated at and is a member or a submember of the Bankers Clearing

House located at the centre indicated on the reverse of the CAF where the application is to be submitted.

p) A separate cheque / demand draft must accompany each CAF. Outstation cheques / demand drafts or postdated cheques and

postal / money orders will not be accepted and applications accompanied by such cheques / demand drafts / money orders or

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postal orders will be rejected. The Registrar will not accept payment against application if made in cash. (For payment

against application in cash please refer point (f) above)

q) No receipt will be issued for application money received. The Bankers to the Issue / Collecting Bank / Registrar will acknowledge receipt of the same by stamping and returning the acknowledgment slip at the bottom of the CAF.

Do’s for NON-ASBA Investors:

a) Check if you are eligible to apply i.e. you are an Equity Shareholder on the Record Date;

b) Read all the instructions carefully and ensure that the cheque/ draft option is selected in part A of the CAF and necessary details are filled in;

c) In the event you hold Equity Shares in dematerialised form, ensure that the details about your Depository Participant and

beneficiary account are correct and the beneficiary account is activated as the Rights Issue Equity Shares will be Allotted in

the dematerialized form only;

d) Ensure that your Indian address is available to us and the Registrar, in case you hold Equity Shares in physical form or the

depository participant, in case you hold Equity Shares in dematerialised form;

e) Ensure that the CAFs are submitted at the collection centres of the syndicate only on forms bearing the stamp of the Lead

Manager;

f) Ensure that the value of the cheque/ draft submitted by you is equal to the (number of Rights Issue Equity Shares applied for)

X (Issue Price of Rights Issue Equity Shares, as the case may be) before submission of the CAF;

g) Ensure that you receive an acknowledgement from the collection centers of the collection bank for your submission of the

CAF in physical form; h) Ensure that you mention your PAN allotted under the I.T. Act with the CAF, except for Applications on behalf of the Central

and State Governments, residents of the state of Sikkim and officials appointed by the courts;

i) Ensure that the name(s) given in the CAF is exactly the same as the name(s) in which the beneficiary account is held with the

Depository Participant. In case the CAF is submitted in joint names, ensure that the beneficiary account is also held in same

joint names and such names are in the same sequence in which they appear in the CAF;

j) Ensure that the demographic details are updated, true and correct, in all respects.

Don’ts for non-ASBA Investors:

a) Do not apply if you are in the United States of America or are not eligible to participate in the Issue the securities laws

applicable to your jurisdiction; b) Do not apply on duplicate CAF after you have submitted a CAF to a collection center of the collection bank;

c) Do not pay the amount payable on application in cash, by money order or by postal order;

d) Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this ground;

e) Do not submit Application accompanied with Stock invest

Grounds for Technical Rejections for non-ASBA Investors

Investors are advised to note that applications are liable to be rejected on technical grounds, including the following:

• Amount paid does not tally with the amount payable for;

• Bank account details (for refund) are not given and the same are not available with the DP (in the case of dematerialized holdings) or the Registrar (in the case of physical holdings);

• Age of first Investor not given while completing Part C of the CAFs;

• PAN not mentioned for application of any value;

• In case of application under power of attorney or by limited companies, corporate, trust, etc., relevant documents are not

submitted;

• If the signature of the existing shareholder on the CAF does not match with the records available with our Company and/or

the Depositories and in case of application by Renouncees, if the signature of the Renouncers do not match with the records available with their Depositories;

• If the Investor desires to have Equity Shares in electronic form, but the CAF does not have the Investor’s depository account details;

• Application forms are not submitted by the Investors within the time prescribed as per the application form and the Letter of

Offer;

• Applications not duly signed by the sole / joint Investors;

• Applications by OCBs unless accompanied by specific approval from RBI permitting the OCBs to participate in the Issue.

• In case no corresponding record is available with the Depositories that matches three parameters, namely, names of the

Investors (including the order of names of joint holders), the Depositary Participant’s identity (DP ID) and the beneficiary’s

identity;

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• Applications that do not include the certification set out in the CAFs to the effect that the subscriber is not a US person, and does not have a registered address (and is not otherwise located) in the United States and is authorized to acquire the rights

and the Securities in compliance with all applicable laws and regulations;

• Applications which have evidence of being dispatched from the US;

• Applications by ineligible Non-residents (including on account of restriction or prohibition under applicable local laws) and where a registered address in India has not been provided;

• Applications where our Company believes that the CAF is incomplete or acceptance of such CAFs may infringe applicable legal or regulatory requirements;

• Multiple applications

• Applications by renouncees who are persons not competent to contract under the Indian Contract Act, 1872, including minors; and

• Duplicate Applications, including cases where an Investor submits CAFs along with a plain paper application.

Mode of payment for Resident Eligible Equity Shareholders / Investors

• All cheques / demand drafts accompanying the CAFs should be crossed ‘A/c Payee only’ and drawn in favour of “PEIRCE LESLIE INDIA LIMITED - Rights Issue”.

• Investors residing at places other than places where the bank collection centres have been opened by our Company for collecting applications, are requested to send their applications together with Demand Draft for the full application amount, net of bank and

postal charges crossed ‘A/c Payee only’ and drawn in favour of “PEIRCE LESLIE INDIA LIMITED - Rights Issue” payable at

Chennai directly to the Registrar to the Issue by registered post so as to reach them on or before the Issue Closing Date. Our Company

or the Registrar to the Issue will not be responsible for postal delays or loss of applications in transit, if any.

Mode of payment for Non-Resident Eligible Equity Shareholders / Investors

Our Company is making this Issue of Equity Shares on a rights basis to the Eligible Equity Shareholders of our Company and will

dispatch the Letter of Offer / Abridged Letter of Offer and the CAF to the Eligible Equity Shareholders who have provided an Indian

address. Further, please refer to the paragraphs titled ‘Availability of duplicate CAF’ and ‘Application on Plain Paper’.

As regards the application by non-resident Eligible Equity Shareholders / Investors, the following conditions shall apply:

Application with repatriation benefits

Payment by NRIs/ FIIs/ foreign investors must be made by demand draft / cheque payable at Chennai or funds remitted from abroad in any of the following ways:

• By Indian Rupee drafts purchased from abroad and payable at Chennai or funds remitted from abroad (submitted along with Foreign Inward Remittance Certificate); or

• By cheque / demand draft on a Non-Resident External Account (NRE) or FCNR Account maintained in Chennai; or

• By Rupee draft purchased by debit to NRE / FCNR Account maintained elsewhere in India and payable in Chennai; or

• FIIs registered with SEBI must remit funds from special non-resident rupee deposit account.

• All cheques / demand drafts submitted by non-residents applying on repatriable basis should be drawn in favour of “PEIRCE LESLIE INDIA LIMITED - Rights Issue – NR” payable at Chennai and crossed ‘A/c Payee only’ for the amount payable.

A separate cheque or bank draft must accompany each application form. Investors may note that where payment is made by drafts purchased from NRE/FCNR accounts as the case may be, an Account Debit Certificate from the bank issuing the draft confirming that

the draft has been issued by debiting the NRE/FCNR account should be enclosed with the CAF. In the absence of the above the

application shall be considered incomplete and is liable to be rejected.

In the case of non-residents who remit their application money from funds held in FCNR / NRE Accounts, refunds and other

disbursements, if any shall be credited to such account details of which should be furnished in the appropriate columns in the CAF. In the case of NRIs who remit their application money through Indian Rupee Drafts from abroad, refunds and other disbursements, if any

will be made in US Dollars at the rate of exchange prevailing at such time subject to the permission of RBI. Our Company will not be

liable for any loss on account of exchange rate fluctuation for converting the Rupee amount into US Dollars or for collection charges

charged by the Investor’s Bankers.

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Application without repatriation benefits

As far as non-residents holding shares on non-repatriation basis is concerned, in addition to the modes specified above, payment may also be made by way of cheque drawn on Non-Resident (Ordinary) Account maintained in Chennai or Rupee Draft purchased out of

NRO Account maintained elsewhere in India but payable at Chennai. In such cases, the allotment of Equity Shares will be on non-

repatriation basis. All cheques / demand drafts submitted by non-residents applying on non-repatriation basis should be drawn in

favour of “PEIRCE LESLIE INDIA LIMITED - Rights Issue” payable at Chennai and must be crossed ‘A/c Payee only’ for the

amount payable.

The CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank indicated on

the reverse of the CAF before the close of banking hours on or before the Issue Closing Date. A separate cheque or bank draft must

accompany each CAF.

If the payment is made by a draft purchased from an NRO account, an Account Debit Certificate from the bank issuing the draft,

confirming that the draft has been issued by debiting the NRO account, should be enclosed with the CAF. In the absence of the above,

the application shall be considered incomplete and is liable to be rejected.

New demat accounts shall be opened for Eligible Equity Shareholders who have had a change in status from resident Indian to NRI.

Notes:

• In cases where repatriation benefit is available, interest, dividend, sales proceeds derived from the investment in Equity Shares can

be remitted outside India, subject to tax, as applicable according to Income Tax Act, 1961.

• In case Equity Shares are allotted on non-repatriation basis, the dividend and sale proceeds of the Equity Shares cannot be remitted

outside India.

• The CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank indicated on

the reverse of the CAF before the close of banking hours on or before the Issue Closing Date. A separate cheque or bank draft must accompany each CAF.

• In case of an application received from non-residents, allotment, refunds and other distribution, if any, will be made in accordance

with the guidelines/ rules prescribed by RBI as applicable at the time of making such allotment, remittance and subject to necessary

approvals.

Our Company is not responsible for any postal delay / loss in transit on this account and applications received through mail after

closure of the Issue are liable to be rejected. Applications through mail should not be sent in any other manner except as mentioned

above. The CAF along with the application money must not be sent to our Company or the Lead Manager or the Registrar except

stated otherwise. The Investors are requested to strictly adhere to these instructions.

Renouncees who are NRIs / FIIs / Non Residents should submit their respective applications either by hand delivery or by registered

post with acknowledgement due to the Registrar to the Issue only at the below mentioned address alongwith the cheque / demand draft

payable at Chennai so that the same are received on or before the closure of the Issue.

Investment by FIIs

In accordance with the current regulations, the following restrictions are applicable for investment by FIIs:

The issue of Equity Shares under this Issue to a single FII should not exceed 10% of the post-Issue paid up capital of our Company. In

respect of an FII investing in the Equity Shares on behalf of its subaccounts, the investment on behalf of each sub-account shall not

exceed 10% of the total paid-up capital of our Company or 5% of the total issued capital in case such sub-account is a foreign

corporate or an individual. In accordance with foreign investment limits applicable to our Company, the total FII investment cannot exceed 24% of the total paid-up capital of our Company. With the approval of the board and the shareholders by way of a special

resolution, the aggregate FII holding can go up to 100%. As of date, the FII investment in our Company is limited to 24% of the total

paid-up capital of our Company.

Investment by NRIs

Investments by NRIs are governed by the Portfolio Investment Scheme under Regulations 5 and 6 of the Foreign Exchange

Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000.

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Impersonation

As a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of subsection (1) of section

68A of the Companies Act which is reproduced below:

“Any person who makes in a fictitious name an application to a Company for acquiring, or subscribing for, any shares therein, or

otherwise induces a Company to Allot, or register any transfer of shares therein to him, or any other person in a fictitious name,

shall be punishable with imprisonment for a term which may extend to five years”.

Payment by Stockinvest

In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/2003-04 dated November 5, 2003, the Stockinvest Scheme has been

withdrawn. Hence, payment through Stock Invest would not be accepted in this Issue.

Disposal of application and application money

The Board reserves the right to reject applications in case the application concerned is not made in terms of this Letter of Offer. In

case an application is rejected in full the whole of the application money received will be refunded to the first named applicant and

where an application is rejected in part, the excess application money will be refunded to the first named applicant within 15 days

from the date of closure of the subscription list in accordance with Section 73 of the Act. If there is delay of refund of application

money by more than 8 days after our Company becomes liable to pay (i.e. forty-two days after the closure of Issue), the Company will

pay interest for the delayed period at the rate prescribed under sub-Section (2) and (2A) of Section 73 of the Act.

The subscription monies received in respect of this Issue will be kept in a separate bank account and the Company will not have

access to nor appropriate the funds until it has satisfied the Stock Exchange with suitable documentary evidence that minimum

subscription of 90% of the application money for the Issue has been received.

No acknowledgment will be issued for the application monies received by our Company. However, the Bankers to the Issue at its

collection branches to the Issue receiving the CAF as applicable as per the terms of this Letter of Offer, will acknowledge its receipt

by stamping and returning the acknowledgment slip at the bottom of each CAF.Except for the reasons stated under “Grounds for

Technical Rejections for non ASBA investors” on page 154 of this Letter of Offer and subject to valid application, acknowledgement

of receipt of application money given by the collection agent shall be valid and binding on issuer and other persons connected with the

Issue.

Letters of allotment or refund orders

We will issue and dispatch Allotment advice/ share certificates/demat credit and/or letters of regret along with refund order or credit

the Allotted Rights Issue Equity Shares to the respective beneficiary accounts, if any, within a period of 15 days from the Issue

Closing Date. If such money is not repaid within eight days from the day we become liable to repay it, (i.e. 15 days after the Issue

Closing Date or the date of the refusal by the Stock Exchange(s), whichever is earlier) we and every Director who is an officer in

default shall, on and from expiry of eight days, be jointly and severally liable to pay the money with interest @ 15% for the delayed

period, as prescribed under the Companies Act.

Investors residing at centers where clearing houses are managed by the RBI will get refunds through National Electronic Clearing Service (“NECS”) except where Investors have not provided the details required to send electronic refunds.

In case of those Investors who have opted to receive their Rights Entitlement in dematerialized form using electronic credit under the

depository system, advice regarding their credit of the Rights Issue Equity Shares shall be given separately. Investors to whom refunds

are made through electronic transfer of funds will be sent a letter through ordinary post intimating them about the mode of credit of

refund within 15 days of the Issue Closing Date.

In case of those Investors who have opted to receive their Rights Entitlement in physical form and we issue letter of allotment, the

corresponding share certificates will be kept ready within three months from the date of Allotment thereof or such extended time as

may be approved by the Company Law Board under Section 113 of the Companies Act or other applicable provisions, if any.

Investors are requested to preserve such letters of allotment, which would be exchanged later for the share certificates. For more

information, please refer to the Chapter titled “Terms of the Issue” on page 135

The letter of allotment / refund order would be sent by registered post/speed post to the sole/first Investor’s registered address. Such

refund orders would be payable at par at all places where the applications were originally accepted. The same would be marked

‘Account Payee only’ and would be drawn in favour of the sole/first Investor.

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Adequate funds would be made available to the Registrar to the Issue for this purpose.

For Non-Resident Applicants, refunds, if any, will be made as under:

• Where applications are accompanied by Indian Rupee Drafts purchased abroad and payable at Chennai, India, refunds will be made in convertible foreign exchange equivalent to Indian Rupees to be refunded. Indian Rupees will be converted into foreign exchange at

the rate of exchange, which is prevailing on the date of refund. The exchange rate risk on such refunds shall be borne by the concerned

applicant and our Company shall not bear any part of the risk.

• Where the applications made are accompanied by NRE/FCNR/NRO cheques, refunds will be credited to NRE/FCNR/NRO accounts respectively, on which such cheques are drawn and details of which are provided in the CAF.

Mode of Payment of Refund

Applicants should note that on the basis of name of the applicant, Depository Participant’s name, Depository Participant-Identification

number and Beneficiary Account Number provided by them in the Composite Application Form, the Registrar to the Issue will obtain

from the depositories the applicant’s bank account details including nine digit MICR code. Hence, applicants are advised to

immediately update their bank account details as appearing on the records of the depository participant. Please note that failure to do

so could result in delays in credit of refunds to applicant at the applicant’s sole risk and neither the Lead Manager nor our Company

shall have any responsibility and undertake any liability for the same.

The payment of refund, if any, shall be undertaken in any of the following manners:

1. NEFT: Payment of refund shall be undertaken through National Electronic Fund Transfer (NEFT) wherever the applicants’ bank

has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR) , if

any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped

with MICR numbers. Wherever the applicants have registered their nine digit MICR number and their bank account number while

opening and operating the Demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the

payment of refund will be made to the applicants through this method.

2. ECS/NECS: Payment of refund would be done through ECS/NECS for applicants having an account at any of the centres where

such facility is made available. This mode of payment of refunds would be subject to availability of complete bank account details

including the nine-digit MICR code as appearing on a cheque leaf from the Depository. The payment of refund through ECS/NECS is

mandatory for applicants having a bank account at any of the centres, except where the applicant is otherwise disclosed as eligible to

receive refunds through direct credit or RTGS.

3.Direct Credit: Applicants having bank accounts with the Banker(s) to the Issue / Refund Banker(s), as appointed by our Company,

shall be eligible to receive refunds through direct credit. Charges, if any, levied by the Banker(s) to the Issue / Refund Banker(s) for

the same would be borne by the Issuer.

4. RTGS: Applicants having a bank account at any of the abovementioned fifteen centers and whose refund amount exceeds ` 50 Lacs,

have the option to receive refund through RTGS. Such eligible applicants who indicate their preference to receive refund through TGS

are required to provide the IFSC code in the CAF. In the event the same is not provided, refund shall be made through ECS. Charges,

if any, levied by the Banker(s) to the Issue / Refund Banker(s) for the same would be borne by such applicant opting for RTGS as a

mode of refund. Charges, if any, levied by the applicant’s bank receiving the credit would be borne by the applicant. For all other

applicants, including those who have not updated their bank particulars with the MICR code, the refund orders shall be dispatched

under Certificate of Posting for value up to ` 1,500 and through Speed Post/ Registered Post for refund orders of ` 1,500 and above. Such refunds will be made by cheques, pay orders or demand drafts drawn on the refund banker as appointed by our Company, and

payable at par.

Interest in case of delay in allotment /dispatch

If there is delay in the refund of subscription by more than 8 days after our Company becomes liable to pay the subscription amount

(i.e. fifteen days) after closure of the issue, our Company will pay interest @ 15% for the delayed period, as prescribed under sub-

sections (2) and (2A) of Section 73 of the Companies Act, 1956.

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Undertaking

Our Company undertakes that:

A. The complaints received in respect of the Issue shall be attended to by the issuer company expeditiously and satisfactorily.

B. All steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where

the securities are to be listed are taken within seven working days of finalization of basis of allotment.

C. Funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the

Registrar to the issue by the issuer. D. Where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant after

closure of the issue, giving details of the bank where refunds shall be credited along with amount and expected date of

electronic credit of refund;

E. Adequate arrangements shall be made to collect all Applications Supported by Blocked Amount (ASBA) and to consider

them similar to non-ASBA applications while finalizing the basis of allotment.

F. At any given time there shall be only one denomination for the shares of our Company

G. It shall comply with such disclosure and accounting norms specified by SEBI from time to time.

The Issuer and Lead Manager shall update the Letter of Offer and keep the investors informed of any material changes till the listing

and trading commences.

Important

• Please read this Letter of Offer carefully before taking any action. The instructions contained in the accompanying Composite Application Form (CAF) are an integral part of the conditions of this Letter of Offer and must be carefully followed; otherwise the

application is liable to be rejected.

• All enquiries in connection with this Letter of Offer or accompanying CAF and requests for Split Application Forms must be addressed (quoting the Registered Folio Number/ DP and Client ID number, the CAF number and the name of the first Equity

Shareholder as mentioned on the CAF and super scribed “PEIRCE LESLIE INDIA LIMITED - Rights Issue” on the envelope) to the

Registrar to the Issue at the following address:

CAMEO CORPORATE SERVICES LIMITED

Subramaniam Building

No.1 Club House Road,

Chennai 600 002

It is to be specifically noted that this Issue of Equity Shares is subject to the section entitled ‘Risk Factors’ beginning on page

11 of this Letter of Offer.

The Issue will not be kept open for more than 15 days unless extended, in which case it will be kept open for a maximum of 30 days.

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SECTION X - OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company or entered into

more than two years before the date of this Letter of Offer) which are or may be deemed material have been entered or are to be

entered into by our Company.

These contracts and also the documents for inspection referred to hereunder, may be inspected at the Corporate Office of our

Company situated from 10.00 a.m. to 5.00 p.m., from the date of this Letter of Offer until the IssueClosing Date, on all working days.

A.MATERIAL CONTRACTS

1. Engagement letter dated December 31, 2012 appointing MUNOTH FINANCIAL SERVICES LIMITED as the Lead Manager to

the Rights Issue.

2. A Copy Memorandum of Understanding dated January 9, 2013 between the Company and Munoth Financial Services Limited.

3. A Copy Memorandum of Understanding dated between the Company and Cameo Corporate Services Limited as

Registrar to the Issue

.

4.Tripartite Agreement dated September 23, 2001 between the Company, Cameo Corporate Services Limited and CDSL to establish

direct connectivity with CSDL.

5. Tripartite Agreement dated October 29, 2001 between the Company, cameo Corporate Services Limited and NSDL to establish

direct connectivity with NSDL.

B. DOCUMENTS FOR INSPECTION

1.Copy of Memorandum and Articles of Association of PEIRCE LESLIE INDIA LIMITED.

2. A Copy of the resolution passed at the meeting of Board of Directors of our Company held on December 31, 2012 for approving

the Rights Issue.

3.Consents of the Directors, Statutory Auditors, , Company Secretary, Compliance Officer, Lead Manager to the Issue, Bankers to the

Issue, Registrars to the Issue and to include their names in the Letter of Offer and to act in their respective capacities.

4. Copies of the Annual Reports of our Company for the years ended March 31, 2008, 2009, 2010, 2011 and 2012.

5. Letter dated February 4, 2013 from the Auditor of our Company confirming the Statement of Tax Benefits as disclosed in this Letter of Offer.

6. The Report of the Auditors dated May 30 , 2012 and February 6, 2013 as set out herein in relation to the audited financials of our

Company for the FY 2011-12 and half year ended September 30, 2012

7. In-principle approval from MSE vide its letter no: dated for listing of securities offered in this issue.

8. SEBI Observation Letter No. dated issued by SEBI for

the Issue.

9. Due Diligence Certificate dated March 05, 2013 from the Lead Manager.

10. Certificate from the Statutory Auditor stating all the Accounting Policies adopted by the issuer company in the preparation of

financial statement disclosed in the Letter of Offer are in Compliance with the applicable Accounting Standards.

11. Copy of the offer document of the preceding rights issue by the Company

11. Valuation report dated February 7, 2013 for issue of shares on right basis to non-promoter share holders arrived by Munoth

Financial Services Limited

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Any of the contracts or documents mentioned in this Letter of Offer may be amended or modified at any time if so required in the interest of the Company or if required by the other parties, without reference to the shareholders subject to compliance of the

provisions contained in the Companies Act and other relevant statutes.

C. Time and place at which the contracts, together with documents, will be available for inspection from the date of Letter of Offer

until the date of closing of the subscription list at the Registered Office of the Company.

PEIRCE LESLIE INDIA LIMITED

DECLARATION

No Statement made in this Letter of Offer contravenes any of the provisions of the Companies Act, 1956 and the rules made there

under. All the legal requirements connected with the issue as also the guidelines, instructions, etc.issued by SEBI, Government and

any other competent authority in this behalf, have been duly complied with. All the Directors, Company Secretary of the Company

certify that all disclosures made in the Letter of Offer are true and correct.

Yours truly,

FOR PEIRCE LESLIE INDIA LIMITED

Signed by all the Directors

V VENUGOPAL

V SUDHAKAR

V MOHAN CHANDRAN

B ROBERT RAJA

RADHA BALAKRISHNAN

Place: CHENNAI

Date: 05/03/2013