Placement Document Not for circulation Privateandconfidential

Serial No.: _______________

CONTROL PRINT LIMITEDControl Print Limited was incorporated in the Republic of India on January 14, 1991 with Registration No 59800 as a Private Limited Company under the Companies Act, 1956. Our company’s corporate identification number is L22219MH1991PLC059800. For details with respect to change of name, please see section “General Information” beginning on page 117

Registered Office: C-106, Hind Saurashtra Industrial Estate Andheri-Kurla Road, Marol Naka, Andheri (East) Mumbai, Maharashtra 400059; Tel: 022-28599065/ 022-66938900; Fax: +91– 022-28528272

Website: www.controlprint.com Email: companysecretary@controlprint.com

Control Print Limited (the “Company” or “Issuer”) is issuing 659,340 equity shares of face value Rs. 10 each (the “Equity Shares”) at a price of Rs. 455 per Equity Share, including a premium of Rs. 445 per Equity Share, aggregating Rs. 300 million (the “Issue”).

ISSUE IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE “SEBI ICDR REGULATIONS”) AND SECTION 42 OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER.

THIS ISSUE AND THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS BEING MADE TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED UNDER THE SEBI ICDR REGULATIONS (“QIBs”) IN RELIANCE UPON CHAPTER VIII OF THE SEBI ICDR REGULATIONS AND SECTION 42 OF THE COMPANIES ACT, 2013, READ WITH RULE 14 OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014. THIS PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE BUYER AND DOES NOT CONSTITUTE AN OFFER OR INVITATION OR SOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY OTHER PERSON OR CLASS OF INVESTORS WITHIN OR OUTSIDE INDIA OTHER THAN TO QIBs. THIS PLACEMENT DOCUMENT WILL BE CIRULATED ONLY TO SUCH QIBs WHOSE NAMES ARE RECORDED BY OUR COMPANY PRIOR TO MAKING AN INVITATION TO SUBSCRIBE TO EQUITY SHARES.

YOU MAY NOT AND ARE NOT AUTHORIZED TO (1) DELIVER THIS PLACEMENT DOCUMENT TO ANY OTHER PERSON; OR (2) REPRODUCE THIS PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER. ANY DISTRIBUTION OR REPRODUCTION OF THIS PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN A VIOLATION OF THE SEBI ICDR REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS.

Invitations,offerandsubscriptionoftheEquitySharesshallonlybemadepursuanttothisPlacementDocumenttogetherwiththeApplicationForm,theConfirmationofAllocation Note and the Preliminary Placement Document. See the chapter titled “Issue Procedure” beginning on page 83. The distribution of this Placement Document or thedisclosureofitscontentswithoutourCompany’spriorconsenttoanypersonotherthanQualifiedInstitutionalBuyers(asdefinedintheSEBIICDRRegulations)andpersonsretainedbyQualifiedInstitutionalBuyerstoadvisethemwithrespecttotheirpurchaseoftheEquitySharesisunauthorizedandprohibited.Eachprospectiveinvestor,by accepting delivery of this Placement Document, agrees to observe the foregoing restrictions and not to make copies of this Placement Document or any documents referred to in this Placement Document.INVESTMENTS IN EQUITY SHARES INVOLVE A DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST IN THIS ISSUE UNLESS THEY ARE PREPARED TO RISK LOSING ALL OR PART OF THEIR INVESTMENT. PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY READ THE CHAPTER TITLED “RISK FACTORS” BEGINNING ON PAGE 27 BEFORE MAKING AN INVESTMENT DECISION IN THIS ISSUE. EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES TO IT OF AN INVESTMENT IN THE EQUITY SHARES PROPOSED TO BE ISSUED PURSUANT TO THIS PLACEMENT DOCUMENT.

OurCompany’sEquitySharesarelistedontheBSELimited(the“BSE”) and the National Stock Exchange of India Limited (the “NSE”)(theBSEandtheNSEcollectivelythe “Stock Exchanges”).TheclosingpriceoftheoutstandingEquitySharesontheBSEandtheNSEonJanuary3,2018wasRs.468.20andRs.471.70perEquityShare,respectively.Wehavereceivedin-principleapprovalunderRegulation28oftheSEBIListingRegulationstolistourEquitySharesfromtheBSEandtheNSEonDecember13, 2017. Applications will be made for the listing of the Equity Shares offered through this Placement Document on the Stock Exchanges. The Stock Exchanges assume no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares to trading on the Stock Exchanges should not be taken as an indication of the merits of the business of our Company or the Equity Shares.OUR COMPANY HAS PREPARED THIS PLACEMENT DOCUMENT SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH THE PROPOSED ISSUE.

AcopyofthePreliminaryPlacementDocument(whichincludesdisclosuresprescribedunderFormPAS-4(asdefinedhereinafter)hasbeendeliveredtotheStockExchanges.Acopyof thisPlacementDocument (whichwill includedisclosuresprescribedunderFormPAS-4 (asdefinedhereinafter)will befiledwith theStockExchanges.OurCompanyshallalsomaketherequisitefilingswiththeRegistrarofCompanies,Mumbai(the“RoC”)andtheSecuritiesandExchangeBoardofIndia(“SEBI”) within the stipulated period as required under the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014.This Placement Document has not been reviewed by SEBI, the Reserve Bank of India (the “RBI”), the Stock Exchanges, the RoC or any other regulatory or listing authority. The Equity Shares offered in this Issue have not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of this Placement Document. This Placement Document has not been and will not be registered as a prospectus with any Registrar of Companies in India, will not be circulated or distributed to the public in India or any other jurisdiction and will not constitute a public offer in India or any other jurisdiction. This Placement Document will be circulated or distributed to Qualified Institutional Buyers (as defined in the SEBI ICDR Regulations), only and will not constitute an offer to any other class of investors in India or any other jurisdiction. The placement of Equity Shares proposed to be made pursuant to this Placement Document is meant solely for QIBs on a private placement basis and is not an offer to the public or to any other class of investors.

TheinformationonourCompany’swebsiteoranywebsitedirectlyorindirectlylinkedtoourCompany’swebsiteorthewebsitesoftheBookRunningLeadManageroritsaffiliatesdoesnotformpartofthisPlacementDocumentandprospectiveinvestorsshouldnotrelyonsuchinformationcontainedin,oravailablethrough,suchwebsites.The Equity Shares in this Issue have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”), or any state securities laws in the United States and unless so registered, may not be offered, sold or delivered within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States. Accordingly, the Equity Shares are being offered and sold (a)intheUnitedStatesonlytopersonswhoare“qualifiedinstitutionalbuyers”(asdefinedinRule144AundertheSecuritiesAct)pursuanttoSection4(a)(2)oftheSecuritiesAct, and (b) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act (“Regulation S”) and the applicable laws of the jurisdictions where those offers and sales occur. For a description of these and certain further restrictions on offers, sales and transfers of the Equity Shares and distribution of this Placement Document, see “Notice to Investors”, “Distribution and Solicitation Restrictions” and “Transfer Restrictions” beginning on pages 1, 92 and 96 respectively.

ThisPlacementDocumentisdatedJanuary4,2018

BOOK RUNNING LEAD MANAGER

Fortress Capital Management Services Private Limited

TABLE OF CONTENTS

NOTICE TO INVESTORS ...................................................................................................................................................................... 1

REPRESENTATIONS BY INVESTORS ................................................................................................................................................ 3

ENFORCEMENT OF CIVIL LIABILITIES ........................................................................................................................................... 7

CERTAIN CONVENTIONS, CURRENCY PRESENTATION AND FINANCIAL DATA ................................................................... 8

INDUSTRY AND MARKET DATA ....................................................................................................................................................... 9

FORWARD-LOOKING STATEMENTS ................................................................................................................................................ 10

EXCHANGE RATES .............................................................................................................................................................................. 12

DEFINITIONS AND ABBREVIATIONS ............................................................................................................................................... 13

DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER THE COMPANIES ACT, 2013 ........................ 17

SUMMARY OF THE ISSUE .................................................................................................................................................................. 19

SUMMARY OF BUSINESS ................................................................................................................................................................... 21

SUMMARY OF FINANCIAL INFORMATION .................................................................................................................................... 23

RISK FACTORS ...................................................................................................................................................................................... 27

MARKET PRICE INFORMATION ........................................................................................................................................................ 37

USE OF PROCEEDS .............................................................................................................................................................................. 39

CAPITALIZATION STATEMENTS ....................................................................................................................................................... 39

CAPITAL STRUCTURE ......................................................................................................................................................................... 40

DIVIDEND POLICY ............................................................................................................................................................................... 41

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............ 42

SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND IND AS ....................................................................................... 54

INDUSTRY .............................................................................................................................................................................................. 61

INDIAN ECONOMY .............................................................................................................................................................................. 61

GLOBAL CODING & MARKING ......................................................................................................................................................... 61

INDIAN CODING & MARKING INDUSTRY ...................................................................................................................................... 62

OUR BUSINESS ..................................................................................................................................................................................... 64

REGULATIONS AND POLICIES .......................................................................................................................................................... 70

BOARD OF DIRECTORS AND SENIOR MANAGEMENT ................................................................................................................ 72

PRINCIPAL SHAREHOLDERS ............................................................................................................................................................. 77

ISSUE PROCEDURE .............................................................................................................................................................................. 83

PLACEMENT .......................................................................................................................................................................................... 91

DISTRIBUTION AND SOLICITATION RESTRICTIONS ................................................................................................................... 92

TRANSFER RESTRICTIONS ................................................................................................................................................................ 96

INDIAN SECURITIES MARKET .......................................................................................................................................................... 98

DESCRIPTION OF THE EQUITY SHARES ......................................................................................................................................... 101

TAXATION .............................................................................................................................................................................................. 105

LEGAL PROCEEDINGS ........................................................................................................................................................................ 115

INDEPENDENT ACCOUNTANTS ........................................................................................................................................................ 116

GENERAL INFORMATION .................................................................................................................................................................. 117

DECLARATION ...................................................................................................................................................................................... 119

DECLARATION IN ACCORDANCE WITH FORM PAS - 4 ............................................................................................................... 120

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NOTICE TO INVESTORS

Our Company has furnished and accepts full responsibility for all of the information contained in this Placement Document and to the best of its knowledge and belief, having made all reasonable enquiries, we confirm that this Placement Document contains all information with respect to our Company, its Subsidiary and the Equity Shares, which is material in the context of this Issue. The statements contained in this Placement Document relating to our Company, its Subsidiary and the Equity Shares are, in all material respects, true and accurate and not misleading. The opinions and intentions expressed in this Placement Document with regard to our Company, its Subsidiary and the Equity Shares are honestly held, have been reached after considering all relevant circumstances, are based on information presently available to us, and on reasonable assumptions. There are no other facts in relation to our Company, its Subsidiary and the Equity Shares, the omission of which would, in the context of this Issue, make any statement in this Placement Document misleading in any material respect. Further, all reasonable enquiries have been made by our Company to ascertain such facts and to verify the accuracy of all such information and statements.

The Book Running Lead Manager (“BRLM”) has not separately verified all the information contained in this Placement Document (financial, legal or otherwise). Accordingly, neither the BRLM nor any of its shareholders, employees, legal counsels, officers, directors, representatives, agents or affiliates makes any express or implied representation, warranty or undertaking, and no responsibility or liability is accepted by the BRLM, or by any of their shareholders, employees, legal counsels, officers, directors, representatives, agents or affiliates as to the accuracy or completeness of the information contained in this Placement Document or any other information supplied in connection with the issue of the Equity Shares or their distribution. Each person receiving this Placement Document acknowledges that such person has neither relied on the BRLM nor on any of their shareholders, employees, legal counsels, officers, directors, representatives, agents or affiliates or on any person affiliated with the BRLM in connection with its investigation of the accuracy of such information, representation or its investment decision, and each such person must rely on its own examination of our Company, its Subsidiary and the merits and risks involved in investing in the Equity Shares issued pursuant to the Issue.

No person is authorized to give any information or to make any representation not contained in this Placement Document and any information or representation not so contained must not be relied upon as having been authorized by or on behalf of our Company or the BRLM. The delivery of this Placement Document at any time does not imply that the information contained in it is correct as of any time subsequent to its date.

The distribution of this Placement Document or the disclosure of its contents without the prior consent of our Company to any person, other than QIBs whose names are recorded by our Company prior to the invitation to subscribe to this Issue (in consultation with the BRLM or its representatives) and those retained by QIBs to advise them with respect to their purchase of the Equity Shares is unauthorised and prohibited. Each prospective investor, by accepting delivery of this Placement Document, agrees to observe the foregoing restrictions and to make no copies of this Placement Document or any documents referred to in this Placement Document.

The Equity Shares to be issued pursuant to the Issue have not been approved, disapproved or recommended by any regulatory authority in any jurisdiction including the U.S. Securities and Exchange Commission, any other federal or state authorities in the United States or the securities authorities of any non-United States jurisdiction or any other United States or non-United States regulatory authority. No authority has passed on or endorsed the merits of the Issue or the accuracy or adequacy of this Placement Document. Any representation to the contrary may be a criminal offence in the United States and may be a criminal offence in other jurisdictions.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any jurisdiction, except in compliance with the applicable laws of such jurisdiction.

The Equity Shares have not been and will not be registered under the U.S. Securities Act, or any state securities laws in the United States and unless so registered may not be offered, sold or delivered within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are only being offered and sold (a) in the United States to “qualified institutional buyers” (as defined in Rule 144A of the Securities Act) pursuant to Section4(a)(2) of the Securities Act and (b) outside the United States in offshore transactions in reliance on Regulation S and the applicable laws of the jurisdictions where those offers and sales occur. For a description of these and certain further restrictions on offers, sales and transfers of the Equity Shares and distribution of this Placement Document, see “Distribution and Solicitation Restrictions” and “Transfer Restrictions” beginning on pages 92 and 96, respectively.

This Placement Document does not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. In particular, no action has been taken by our Company and the BRLM which would permit an offering of the Equity Shares or distribution of this Placement Document in any country or jurisdiction, other than India, where action for that purpose is required. Accordingly, the Equity Shares in this Issue may not be offered or sold, directly or indirectly, and neither this Placement Document nor any other Issue related materials 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. The Equity Shares are being offered and sold outside India only in accordance with the restrictions described under the sections titled “Distribution and Solicitation Restrictions” and “Transfer Restrictions” beginning on pages 92 and 96, respectively.

The information contained in this Placement Document has been provided by our Company and other sources identified herein. Distribution of this Placement Document to any person other than the investors specified by the BRLM or its representatives, and those persons, if any, retained

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to advise such investor with respect thereto, is unauthorised, and any disclosure of its contents, without prior written consent of our Company, is prohibited. Any reproduction or distribution of this Placement Document, in whole or in part, and any disclosure of its contents to any other person is prohibited. The distribution of this Placement Document and the issue of the Equity Shares in certain jurisdictions may be restricted by law.

Any reproduction or distribution of this Placement Document in the United States, in whole or in part, and any disclosure of its contents to any other person is prohibited.

In making an investment decision, prospective investors must rely on their own examination of our Company, its Subsidiary and the terms of this Issue, including the merits and risk involved. Investors should not construe the contents of this Placement Document as business, investment, legal, tax, accounting or investment advice. Investors should consult their own counsel and advisors as to business, legal, tax, accounting and related matters concerning this Issue. In addition, neither our Company nor the BRLM is making any representation to any investor, purchaser, offeree or subscriber of such Equity Shares pursuant to this Issue, regarding the legality of an investment in the Equity Shares in this Issue by such investor, purchaser, offeree or subscriber under applicable legal, investment or similar laws or regulations. Each such investor, subscriber, offeree or purchaser of the Equity Shares in this Issue is deemed to have acknowledged, represented and agreed that they are eligible to invest in India and in our Company under Indian law, including Chapter VIII of the SEBI ICDR Regulations and Section 42 of the Companies Act, 2013, and that it is not prohibited by SEBI or any other statutory, regulatory or judicial authority in India or any other jurisdiction from buying, selling or dealing in the securities or otherwise accessing the capital markets in India including the Equity Shares. Each subscriber of the Equity Shares in this Issue also acknowledges that it has been afforded an opportunity to request from our Company and review information relating to our Company and the Equity Shares.

This Placement Document contains summaries of certain terms of certain documents, which summaries are qualified in their entirety by the terms and conditions of such documents. All references herein to “you” or “your” is to the prospective investors of the Issue.

The information on our Company’s website, www.controlprint.com or any website directly or indirectly linked to our Company’s website or the website of the BRLM or its affiliates does not constitute or form part of this Placement Document. Prospective investors should not rely on such information contained in, or available through, such websites.

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REPRESENTATIONS BY INVESTORS

References herein to “you” or “your” in this section are to the prospective investors in this Issue. By bidding for and/or subscribing to any Equity Shares under this Issue, you are deemed to have represented, warranted, acknowledged and agreed to our Company and the BRLM, as follows:

l You are a qualified institutional buyer as defined in Regulation 2(1)(zd) of the SEBI ICDR Regulations (“QIB”), and not excluded pursuant to Regulation 86(1)(b) of the SEBI ICDR Regulations, having a valid and existing registration under applicable laws and regulations of India, and undertake to acquire, hold, manage or dispose of any Equity Shares that are allocated to you for the purposes of your business in accordance with Chapter VIII of the SEBI ICDR Regulations, the Companies Act and all other applicable laws, including reporting obligations;

l You are authorized to consummate the subscription of the Equity Shares in the Issue in compliance with all applicable laws and regulations;

l If you are not a resident of India, but a QIB or you are an Eligible FPI (as defined hereinafter) or an FII (including a sub-account other than a sub-account which is a foreign corporate or a foreign individual) or an FVCI, in each case having a valid and existing registration with the SEBI under the applicable laws in India or a multilateral or bilateral development financial institution, and are eligible to invest in India under applicable law, including the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended, and any notifications, circulars or clarifications issued thereunder, and have not been prohibited by the SEBI or any other regulatory authority, from buying, selling or dealing in securities;

l You will make all necessary filings with appropriate regulatory authorities, including RBI, as required pursuant to applicable laws;

l If you are allotted Equity Shares pursuant to this Issue, you shall not, for a period of one year from date of Allotment, sell the Equity Shares so acquired, except on the floor of the Stock Exchanges, see the chapter titled “Transfer Restrictions” beginning on page 96;

l You have made, or been deemed to have made, as applicable, the representations set forth under the chapters titled “Distribution and Solicitation Restrictions” and “Transfer Restrictions” beginning on pages 92 and 96, respectively;

l You are aware that the Equity Shares have not been, and will not be, registered through a prospectus, under the Companies Act (as defined hereunder), the SEBI ICDR Regulations or under any other law in force in India. This Placement Document has not been verified or affirmed by the SEBI, RBI, the Stock Exchanges, ROC or any other regulatory or listing authority and is intended only for use by QIBs. This Placement Document has been filed with the Stock Exchanges and will be displayed on the websites of our Company and the Stock Exchanges. Our Company shall make the requisite filings with the ROC and the SEBI within the stipulated period as required under the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014;

l You are entitled to subscribe for such Equity Shares under the laws of all relevant jurisdictions which apply to you and that you have fully observed such laws and obtained all such governmental and other consents in each case which may be required thereunder and complied with all necessary formalities, to enable you to commit to participation in this Issue and to perform your obligations in relation thereto (including, without limitation, in the case of any person on whose behalf you are acting, all necessary consents and authorizations to agree to the terms set out or referred to in this Placement Document), and will honor such obligations;

l You confirm that, either: (i) you have not participated in or attended any investor meetings or presentations by our Company or our agents (“Company Presentations”) with regard to our Company or the Issue; or (ii) if you have participated in or attended any Company Presentations: (a) you understand and acknowledge that the BRLM may not have knowledge of the statements that our Company or our agents may have made at such Company Presentations and are therefore unable to determine whether the information provided to you at such Company Presentations may have included any material misstatements or omissions and accordingly you acknowledge that the BRLM has advised you not to rely in any way on any information that was provided to you at such Company Presentations, and (b) confirm that, to the best of your knowledge, you have not been provided any material information that was not publicly available;

l Neither our Company nor the BRLM or their respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates are making any recommendation to you or advising you regarding the suitability of any transactions that you may enter into in connection with the Issue. Your participation in this Issue is on the basis that you are not and will not be a client of the BRLM. Neither the BRLM nor any of their shareholders, directors, officers, employees, counsel, representatives, agents or affiliates do not have any duty or responsibility to you for providing the protection afforded to its clients or customers or for providing advice in relation to the Issue and is in no way acting in a fiduciary capacity;

l You are aware and understand that the Equity Shares are being offered only to QIBs and are not being offered to the general public. Further, you are aware and understand that the allotment of the Equity Shares shall be on a discretionary basis at the discretion of our Company and the BRLM;

l You have made, or been deemed to have made, as applicable, the representations set forth under “Distribution and Solicitation Restrictions” and “Transfer Restrictions” beginning on pages 92 and 96, respectively;

l You have been provided a serially numbered copy of this Placement Document and have read this Placement Document in its entirety; including, in particular, the chapter titled “Risk Factors” beginning on page 27;

l That in making your investment decision, (i) you have relied on your own examination of our Company, its Subsidiary and the terms of this Issue, including the merits and risks involved, (ii) you have made and will continue to make your own assessment of our Company, its Subsidiary the Equity Shares and the terms of this Issue, (iii) you have relied upon your own investigations and resources in deciding to invest in the Equity Shares, (iv) you have consulted with your own independent counsel and advisors or otherwise have satisfied yourself

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concerning, without limitation, the effects of local laws, including any applicable securities law and (v) you have relied solely on the information contained in this Placement Document and no other disclosure or representation by our Company or any other party and (vi) you have received all information that you believe is necessary or appropriate in order to make an investment decision in respect of our Company and the Equity Shares;

l You are aware that the pre-issue and post-issue shareholding pattern of our Company will be filed by our Company with the Stock Exchanges, and if you are Allotted more than 5% of the Equity Shares in the Issue, our Company shall be required to disclose your name and the number of the Equity Shares allotted to you to the Stock Exchanges and the Stock Exchanges will make the same available on their websites and by subscribing to this Issue, you consent to such disclosures; also, if you are a top ten shareholder in our Company, our Company will be required to make a filing with the ROC within 15 days of the change, as per provisions of Section 93 of the Companies Act, 2013;

l Neither the BRLM nor any its shareholders, directors, officers, employees, counsel, representatives, agents or affiliates, have provided you with any tax advice or otherwise made any representations regarding the tax consequences of the Equity Shares (including but not limited to this Issue and the use of the proceeds from the Equity Shares). You will obtain your own independent tax advice from a reputable service provider and will not rely on the BRLM or any of their shareholders, directors, officers, employees, counsel, representatives, agents or affiliates when evaluating the tax consequences in relation to the Equity Shares (including but not limited to this Issue and the use of the proceeds from the Equity Shares). You waive, and agree not to assert, any claim against our Company, the BRLM, or any of their shareholders, directors, officers, employees, counsel, representatives, agents or affiliates with respect to the tax aspects of the Equity Shares or as a result of any tax audits by tax authorities, wherever situated;

l If you are acquiring the Equity Shares to be issued pursuant to this Issue, for one or more managed accounts, you represent and warrant that you are authorised in writing by each such managed account to subscribe to the Equity Shares for each managed account and to make (and you hereby make) the representations, warranties, acknowledgements and agreements herein for and on behalf of each such account, reading the reference to “you” to include such accounts;

l You are not a ‘Promoter’ of our Company, as defined under Section 2(69) of the Companies Act, 2013 and the SEBI ICDR Regulations, and are not a person related to the Promoter or to group companies of the Promoter, either directly or indirectly and your Bid does not directly or indirectly represent the Promoter or Promoter Group or persons related to the Promoter of our Company or to group companies of the Promoter of our Company;

l You have no rights under a shareholders’ agreement or voting agreement with the Promoters or persons related to the Promoters, no veto rights or right to appoint any nominee director on the Board of Directors of our Company other than such rights acquired in the capacity of a lender not holding any Equity Shares of our Company, which shall not be deemed to be a person related to the Promoter;

l You have no right to withdraw your Bid after the Bid/Issue Closing Date (as defined hereinafter);

l You are eligible, including without any limitation under any applicable law or regulation, to apply for and hold the Equity Shares Allotted to you together with any Equity Shares held by you prior to this Issue. You further confirm that your aggregate holding upon such issue of the Equity Shares shall not exceed the level permissible, as per any applicable law or regulation;

l The Bids submitted by you would not eventually result in triggering a tender offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the “Takeover Code”);

l To the best of your knowledge and belief, together with other QIBs in the Issue that belong to the same group or are under common control as you, the allotment under the present Issue shall not exceed 50% of the Issue. For the purposes of this representation: (a) the expression ‘belong to the same group’ shall derive meaning from the concept of ‘companies under the same group’ as provided in sub-section (11) of Section 372 of the Companies Act, 1956 (the “Companies Act”); and (b) “control” shall have the same meaning as is assigned to it by Regulation 2(1)(e) of the Takeover Code;

l You are aware that in-principle approvals for listing and admission of the Equity Shares under Regulation 28 of the SEBI Listing Regulations has been applied for with the Stock Exchanges and application for final listing and trading approval shall be made only after allotment of Equity Shares. There can be no assurance that such final approvals for listing and trading in the Equity Shares will be obtained in time, or at all. Our Company shall not be responsible for any delay or non-receipt of such final approvals or any loss arising from such delay or non-receipt;

l You shall not undertake any trade in the Equity Shares credited to your beneficiary account with the Depository Participant until such time that the final listing and trading approvals for the Equity Shares are issued by the Stock Exchanges;

l You agree in terms of Section 42(7) of the Companies Act, 2013 and Rule 14(3) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended, our Company shall file the list of QIBs to whom the Preliminary Placement Document is circulated, along with other particulars with the RoC and SEBI within 30 days of circulation of the Preliminary Placement Document and make other filings required under the Companies Act, 2013 including filing under section 93 of the Companies Act, if applicable;

l You are aware and understand that the BRLM has entered into a Placement Agreement with our Company whereby the BRLM has, subject to the satisfaction of certain conditions set out therein, agreed to manage the Issue and use reasonable efforts to procure subscriptions for the Equity Shares on the terms and conditions set forth therein;

l That the contents of this Placement Document are exclusively the responsibility of our Company and that neither the BRLM nor any person acting on its behalf has, or shall have, any liability for any information, representation or statement contained in this Placement Document

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or any information previously published by or on behalf of our Company and will not be liable for your decision to participate in this Issue based on any information, representation or statement contained in this Placement Document or otherwise. By accepting a participation in this Issue, you agree and confirm that you have neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the BRLM or our Company or any other person and, to the greatest extent permitted by law, neither the BRLM nor our Company nor any other person will be liable for your decision to participate in this Issue based on any other information, representation, warranty or statement that you may have obtained or received, whether contained in this Placement Document or otherwise;

l As stated in the preceding clause herein, the only information you are entitled to rely on, and on which you have relied on, in committing yourself to acquire the Equity Shares is contained in this Placement Document, such information being all that you deem necessary to make an investment decision in respect of the Equity Shares. You have neither received nor relied on any other information given or representations, warranties or statements made by the BRLM (including any view, statement, opinion or representation expressed in any research published or distributed by the BRLM or their respective affiliates or any view, statement, opinion or representation expressed by any staff (including research staff) of the BRLM or its affiliates) or our Company and the BRLM or any of their respective shareholders, directors, officers, employees, counsels, advisors, representatives, agents or affiliates will not be liable for your decision to accept an invitation to participate in this Issue based on any other information, representation, warranty or statement;

l You agree to indemnify, keep indemnified and hold our Company and the BRLM and their respective officers, directors, affiliates, associates and representatives harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations and warranties in this section and the chapters titled “Distribution and Solicitation Restrictions” and “Transfer Restrictions” beginning on pages 92 and 96, respectively. You agree that the indemnity set forth in this paragraph shall survive the resale of the Equity Shares by or on behalf of the managed accounts;

l That our Company, the BRLM, and their respective affiliates and others will rely on the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings, which are irrevocable;

l That you are eligible to invest in India under applicable law, including the Foreign Exchange Management (Transfer or Issue of Security by Person Resident Outside India) Regulations, 2000, as amended from time to time, and any notifications, circulars or clarifications issued thereunder, (“Security Regulations”), and have not been prohibited by the SEBI from buying, selling or dealing in securities;

l You understand that the BRLM does not have any obligation to purchase or acquire all or any part of the Equity Shares purchased by you in this Issue or to support any losses directly or indirectly sustained or incurred by you for any reason whatsoever in connection with this Issue, including non-performance by our Company of any of our respective obligations or any breach of any representations or warranties by our Company, whether to you or otherwise;

l You are a sophisticated investor who is seeking to purchase the Equity Shares for your own investment and not with a view to distribute. You acknowledge that (i) an investment in the Equity Shares involves a high degree of risk and that the Equity Shares are, therefore, a speculative investment, (ii) you have sufficient knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating the merits and risk of the purchase of the Equity Shares, and (iii) you are experienced in investing in private placement transactions of securities of companies in a similar stage of development and in similar jurisdictions and have such knowledge and experience in financial, business and investments matters that you are capable of evaluating the merits and risks of your investment in the Equity Shares;

l That each of the acknowledgements and agreements set out above shall continue to be true and accurate at all times up to and including the allotment of the Equity Shares and the listing and commencement of trading of Equity Shares, wherever the context may require.

l Our Company and Book Running Lead Managers, their respective affiliates, directors, officers, employees and controlling persons and others will rely on the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings, which are given to the Book Running Lead Managers on their own behalf and on behalf of our Company, and are irrevocable.

l You agree that any dispute arising in connection with this Issue will be governed by and construed in accordance with the laws of India, and the courts in Mumbai, India shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Placement Document and the Preliminary Placement Document;

l You understand that the Equity Shares have not been and will not be registered under the U.S. Securities Act or registered, listed or otherwise qualified in any other jurisdiction outside India and accordingly, may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable US state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S and the applicable laws of the jurisdictions where those offers and sales occur;

l You are, at the time the Equity Shares are purchased, located outside the United States (within the meaning of Regulation S), and you are not an affiliate of the Company or a person acting on behalf of the Company or such an affiliate;

l If you are within the United States, you are a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, are acquiring the Equity Shares for your own account or for the account of an institutional investor who also meets the requirements of a “qualified institutional buyer”, for investment purposes only, and not with a view to, or for offer or sale in connection with, the distribution thereof in whole or in part in violation of the Securities Act;

l If, you are purchasing the Equity Shares in an offshore transactions meeting the requirements of Rule 903 or 904 of Regulation S and you

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shall not offer, sell, pledge or otherwise transfer such Equity Shares except in an offshore transaction complying with Regulation S or pursuant to any other available exemption from registration under the U.S. Securities Act and in accordance with all applicable securities laws of the states of the United States and any other jurisdiction, including India.

l You have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Equity Shares and you and any managed accounts for which you are subscribing for the Equity Shares (i) are each able to bear the economic risk of the investment in the Equity Shares, (ii) will not look to our Company and/ Book Running Lead Managers or any of their respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates, for all or part of any such loss or losses that may be suffered, (iii) are able to sustain a complete loss on the investment in the Equity Shares, (iv) have no need for liquidity with respect to the investment in the Equity Shares, and (v) have no reason to anticipate any change in your or their circumstances, financial or otherwise, which may cause or require any sale or distribution by you or them of all or any part of the Equity Shares;

OFFSHORE DERIVATIVE INSTRUMENTS

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 22 of the SEBI FPI Regulations (as defined hereinafter), FPIs (which includes FIIs), other than Category III Foreign Portfolio Investor (as defined hereinafter) and unregulated broad based funds, which are classified as Category II foreign portfolio investor (as defined under the SEBI FPI Regulations) by virtue of their investment manager being appropriately regulated, may issue, subscribe or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by an FPI against securities held by it that are listed or proposed to be listed on any recognised stock exchange in India, as its underlying) (all such offshore derivative instruments are referred to herein as “P- Notes”) directly or indirectly, only in the event that

(i) such offshore derivative instruments are issued only in favour of those entities which are regulated by any appropriate foreign regulatory authorities in the countries of their incorporation; and

(ii) Such offshore derivative instruments are issued after compliance with ‘know your client’ norms. An FPI is also required to ensure that no issue or transfer of any offshore derivative instrument is made by or on behalf of it to any persons that are not regulated by an appropriate foreign regulatory authority.

P-Notes have not been and are not being offered or sold pursuant to this Placement Document. Neither this Placement Document nor the Preliminary Placement Document contains or will contain any information concerning P-Notes, or the issuer(s) of any such P-Notes, including, without limitation, any information regarding any risk factors relating thereto.

Any P-Notes that may be issued are not securities of our Company and do not constitute any obligations of, claims on, or interests in our Company. Our Company has not participated in any offer of any P-Notes, or in the establishment of the terms of any P-Notes, or in the preparation of any disclosure related to any P-Notes. Any P- Notes that may be offered are issued by, and are solely the obligations of, third parties that are unrelated to our Company. Our Company does not make any recommendation as to any investment in P-Notes and does not accept any responsibility whatsoever in connection with any P-Notes.

Any P-Notes that may be issued are not securities of the BRLM and do not constitute any obligations of, or claims on, the BRLM. Affiliates of the BRLM which are FPIs may purchase, to the extent permissible under law, the Equity Shares in this Issue, and may issue P-Notes in respect thereof.

Prospective investors interested in purchasing any P-Notes have the responsibility to obtain adequate disclosure as to the issuer(s) of such P-Notes and the terms and conditions of any such P-Notes from the issuer(s) of such P-Notes. Neither SEBI nor any other regulatory authority has reviewed or approved any P-Notes or any disclosure related thereto. Prospective investors are urged to consult with their own financial, legal, accounting and tax advisors regarding any contemplated investment in P-Notes, including whether P-Notes are issued in compliance with applicable laws and regulations.

DISCLAIMER CLAUSE OF THE STOCK EXCHANGES

As required, a copy of this Placement Document has been submitted to the Stock Exchanges. The Stock Exchanges do not in any manner:

(1) warrant, certify or endorse the correctness or completeness of any of the contents of this Placement Document;

(2) warrant that our Company’s Equity Shares issued pursuant to this Issue will be listed or will continue to be listed on the Stock Exchanges; or

(3) take any responsibility for the financial or other soundness of our Company, its Promoters, its management or any scheme or project of our Company;

The filing of this Placement Document should not for any reason be deemed or construed to mean that this Placement Document has been cleared or approved by the Stock Exchanges. Every person who desires to apply for or otherwise acquires any Equity Shares of our Company pursuant to this Issue may do so pursuant to an independent inquiry, investigation and analysis and shall not have any claim against the Stock Exchanges whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition, whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.

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ENFORCEMENT OF CIVIL LIABILITIES

Our Company is a public limited company incorporated under the laws of India. The Board of Directors of our Company comprises five (5) Directors all of them are Indian citizens. All the senior managerial personnel and executive officers of our Company are residents of India and a substantial portion of the assets of such persons and of our Company are located in India. As a result, it may be difficult or may not be possible for investors to effect service of process upon our Company or such persons outside India or to enforce judgments obtained against such parties outside India.

Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Code of Civil Procedure, 1908 (the “Civil Code”) on a statutory basis. Section 13 of the Civil Code provides that a foreign judgment shall be conclusive regarding any matter directly adjudicated upon between the same parties or parties litigating under the same title, except:

(a) where the judgment has not been pronounced by a court of competent jurisdiction;

(b) where the judgment has not been given on the merits of the case;

(c) where it appears on the face of the proceedings that the judgment is founded on an incorrect view of international law or a refusal to recognize the law of India in cases to which such law is applicable;

(d) where the proceedings in which the judgment was obtained were opposed to natural justice;

(e) where the judgment has been obtained by fraud; or

(f) where the judgment sustains a claim founded on a breach of any law than in force in India.

Under the Civil Code, a court in India shall, upon the production of any document purporting to be a certified copy of a foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction, unless the contrary appears on record.

India is not a signatory to any international treaty in relation to the recognition or enforcement of foreign judgments. However Section 44A of the Civil Code provides that where a foreign judgment has been rendered by a superior court (within the meaning of such Section), in any country or territory outside India which the Government has by notification declared to be a reciprocating territory, it may be enforced in India by proceedings in execution as if the judgment had been rendered by the relevant court in India. However, Section 44A of the Civil Code is applicable only to monetary decrees not being of the same nature as amounts payable in respect of taxes, other charges of a like nature or of a fine or other penalties and does not include arbitration awards.

A few countries like the United Kingdom of Great Britain and Northern Ireland, Republic of Singapore and Hong Kong, amongst others, have been declared by the Central Government to be reciprocating territories for the purposes of Section 44A and do not include arbitration awards, but the U.S. has not been so declared.

A judgment of a court in a country which is not a reciprocating territory may be enforced only by a suit upon the judgment and not by proceedings in execution. Such a suit must be filed in India within three years from the date of the foreign judgment in the same manner as any other suit filed to enforce a civil liability in India. It is unlikely that a court in India would award damages on the same basis as a foreign court if an action was brought in India. Furthermore, it is unlikely that an Indian court would enforce foreign judgments if that court were of the view that the amount of damages awarded was excessive or inconsistent with the public policy of India. Further, any judgment or award for payment of amounts denominated in a foreign currency would be converted into Rupees on the date of such judgment or award and not on the date of payment. A party seeking to enforce a foreign judgment in India must obtain approval from the RBI to execute such a judgment or to repatriate outside India any amount recovered, and we cannot assure that such approval will be forthcoming within a reasonable period of time, or at all, or that conditions of such approvals would be acceptable. It is unlikely that an Indian court would enforce foreign judgments that would be contrary to or in violation of Indian law. We cannot assure you that Indian courts and/or authorities would not take a longer amount of time to adjudicate and conclude similar proceedings in their respective jurisdictions.

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CERTAIN CONVENTIONS, CURRENCY PRESENTATION AND FINANCIAL DATA

Certain Contraventions

In this Placement Document, unless the context otherwise indicates or implies, references to ‘you’, ‘your’, ‘offeree’, ‘purchaser’, ‘subscriber’, ‘recipient’, ‘investors’, ‘prospective investors’ and ‘potential investor’ are to the prospective investors of the Equity Shares to be issued pursuant to the Issue. References to the ‘Company’, or ‘our Company’ are to Control Print Limited, and references to ‘we’, ‘our’ or ‘us’ are to Control Print Limited and its Subsidiary. All references in this Placement Document to “India” are to the Republic of India, to the “Government” or the “Central Government” are to the Government of India and to any “State Government” are to the relevant state government in India. All references herein to the “U.S.” or the “United States” are to the United States of America and its territories and possessions.

Currency Presentation

In this Placement Document, all references to “Rupees”, “Re.” and “Rs.” are to the currency of India. All references to “U.S. dollars”, “dollars”, “$”, “USD” and “US$” are to the currency of the United States of America. All references to IDR are to the currency of Indonesia. References to the words “Lakh” mean “100 thousand”, the word “million” means “10 Lakh”, the word “crore” means “10 million” and the word “billion” means “1,000 million”.

Financial Data

Our Company publishes its financial statements in Indian Rupees. Our Company’s financial statements included herein have been prepared in accordance with accounting principles generally accepted in India, or Indian GAAP and the Companies Act and have been audited by the Auditors in accordance with the applicable generally accepted auditing standards in India prescribed by the ICAI. Unless otherwise indicated, all financial data in this Placement Document are derived from our Company’s financial statements prepared in accordance with Indian GAAP. Indian GAAP differs in certain significant respects from International Financial Reporting Standards (“IFRS”), U.S GAAP and other international accounting systems. Our Company does not quantify the impact of U.S. GAAP or International Financial Reporting Standards (“IFRS”) on the financial data included in this Placement Document, nor does our Company provide a reconciliation of its financial statements to U.S. GAAP or IFRS. Accordingly, the degree to which the financial statements prepared in accordance with Indian GAAP included in this Placement Document will provide meaningful information is entirely dependent on the reader’s familiarity with the respective accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Placement Document should accordingly be limited. See the chapter titled “Risk Factors” beginning on page 27.

Unless the context requires otherwise, the financial data in this Placement Document is derived from our financial statements. Our Company’s Fiscal commences on April 1 of each year and ends on March 31 of the succeeding year; so all references to a particular Fiscal are to the twelve months period ended on March 31 of that year. The consolidated audited financial statements of our Company for the twelve (12) months period ended on March 31, 2017, March 31, 2016 and March 31, 2015 (“Audited Financial Statements”) are prepared in accordance with Indian GAAP and limited reviewed financial results for the six months ended September 30, 2017 (“Unaudited Financial Results”), are prepared in accordance with Ind AS, are included in this Placement Document and are referred to herein as the “Financial Statements” beginning on page 118. The Unaudited Financial Results have been reviewed by our Company’s auditors in accordance with Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by Independent Auditors of Entity” issued by the Institute of Chartered Accountants of India.

In this Placement Document, certain monetary amounts have been subject to rounding adjustments; accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

As a part of our limited reviewed financial results for the half year ended September 30, 2017 included in this Placement Document, we have included a reconciliation between Indian GAAP and IND AS for the statement of profit and loss for the half year ended September 30, 2016. However, the transition to IND AS in India is recent and we urge that potential investors should consult their own advisers for an understanding of the principal differences between the Indian GAAP and the IND AS, and how these differences might affect the Financial Statements. Further, Indian GAAP and IND AS differs from accounting principles with which prospective investors may be familiar in other countries, including generally accepted accounting principles followed in the U.S. (“U.S. GAAP”) or International Financial Reporting Standards (“IFRS”). Our Company does not attempt to quantify the impact of U.S. GAAP or IFRS on the financial data included in this Placement Document, nor does our Company provide a reconciliation of its Financial Statements to IFRS or U.S. GAAP. Accordingly, the degree to which the Financial Statements prepared in accordance with Indian GAAP or IND AS, as applicable included in this Placement Document will provide meaningful information is entirely dependent on the reader’s familiarity with the respective Indian accounting policies and practices. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Placement Document should accordingly be limited. For details see “Risk Factors – Public companies in India including our Company are required to prepare financial statements under the new Indian Accounting Standards on page 33.

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INDUSTRY AND MARKET DATA

Information regarding markets, market size, market share, market position, growth rates and other industry data pertaining to our Company’s business contained in this Placement Document consists of estimates/forecasts based on data reports compiled by professional organisations and analysts, on data from recognized industry sources, other external sources, and on our Company’s knowledge of the markets in which our Company operates. The statistical information included in this Placement Document has been reproduced from various trade, industry and Government publications and websites.

This data is subject to change and cannot be verified with complete certainty due to limits on the availability and reliability of the raw data and other limitations and uncertainties inherent in any statistical survey. In many cases, there is no readily available external information (whether from trade or industry associations, Government bodies or other organisations) to validate market related analysis and estimates, so our Company have relied on internally developed estimates. Similarly, while we believe our internal estimates to be reasonable, such estimates have not been verified by any independent sources and neither we nor the Book Running Lead Managers can assure potential investors as to their accuracy.

None of our Company, the BRLM or any of their affiliates and advisors or any other person connected with the Issue has independently verified this information and neither our Company nor the BRLM make any representation regarding the accuracy or completeness of such data. Industry sources and publications generally state that the information contained therein has been obtained from sources believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and accordingly, investment decisions should not be based on such information. Industry sources and publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. Accordingly, the BRLM and we do not take any responsibility for the data, projections, forecasts, conclusions or any other information contained in this section. Certain information contained herein pertaining to prior years is presented in the form of estimates as they appear in the respective reports/ source documents. The actual data for those years may vary significantly and materially from the estimates so contained. Similarly, while our Company believes its internal estimates to be reasonable, such estimates have not been verified by any independent source and our Company cannot assure potential investors as to their accuracy.

The extent to which the market and industry data used in this Placement Document is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data.

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FORWARD-LOOKING STATEMENTS

Certain statements contained in this Placement Document that are not statements of historical facts constitute ‘forward-looking statements’. These statements express views of the management of our Company and expectations based upon certain assumptions regarding trends in the Indian and international financial markets and regional economies, the political climate in which our Company operates and other factors. Prospective investors can identify forward-looking statements by the use of forward-looking terminology, including the words “aim”, “anticipate”, “believes”, “continue”, “can”, “could”, “estimates”, “expects”, “intends”, “may”, “will”, “plans”, “objective”, “potential”, “project”, “pursue”, “shall”, “will likely result”, “will continue”, “will achieve”, “is likely” or “should” or, in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, goals, future events or intentions. All statements regarding our Company’s expected financial condition and results of operations, business plans projects under execution, orders- in-hand and prospects are forward-looking statements. These forward-looking statements include statements as to our Company’s business strategy, revenue and profitability and other matters discussed in this Placement Document regarding matters that are not historical facts. They appear in a number of places throughout this Placement Document and include statements regarding the intentions, beliefs or current expectations of our Company concerning, among other things, the results of operations, financial condition, liquidity, prospects, growth, strategies and dividend policy of our Company and the industry in which we operate.

By their nature, forward-looking statements contained in this Placement Document (whether made by our Company or any third party) are predictions and involve known and unknown risks and uncertainties because they relate to events, and depend on circumstances, and assumptions and other factors that may cause the actual results, performance or achievements of our Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other projections. Forward-looking statements are not guarantees of future performance. Our Company’s actual results of operations, financial condition, liquidity, dividend policy and the development of the industry in which we operate may differ materially from the impression created by the forward-looking statements contained in this Placement Document. In addition, even if the results of operations, financial condition, liquidity and dividend policy of our Company and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Placement Document, those results or developments may not be indicative of results or developments in subsequent periods.

Important factors that could cause actual results and property valuations to differ materially from our expectations include, but are not limited to, the following:

l Disruptions in our Company;

l General economic and business conditions in the markets in which we operate and in the local, regional and national economies;

l Significant changes in the exchange rate;

l Changes in laws and regulations relating to the industry in which we operate;

l Our ability to successfully deploy our assets;

l Our ability to successfully implement our growth strategy and expansion plans;

l Competition from existing players;

l Changes in technology;

l Changes in political and social conditions in India or in countries that we may enter, the monetary and interest rate policies of India and other countries;

l Potential mergers, acquisitions or restructurings;

l Our ability to control cost and retained key personnel;

l Our ability to attract and retain qualified personnel;

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

l Market fluctuations and industry dynamics beyond our control;

l Occurrence of natural disasters or calamities affecting the areas in which we have operations; and

l Any adverse outcome in the legal proceedings in which we are involved; and

l Other factors discussed in this Placement Document, including “Risk Factors”.

Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Our Business” beginning on pages 27, 42 and 64, respectively. These forward-looking statements speak only as of the date of this Placement Document. Our Company and the BRLM expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking

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statement contained herein to reflect any changes in our Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

The forward-looking statements contained in this Placement Document are based on the beliefs of the management of our Company, as well as the assumptions made by, and information currently available to, the management of our Company. Although our Company believes that the expectations reflected in such forward- looking statements are reasonable at this time, we cannot assure investors that such expectations will prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements. In any event, these statements speak only as of the date of this Placement Document or the respective dates indicated in this Placement Document and our Company undertakes no obligation to update or revise any of them, whether as a result of new information, future events, changes in assumptions or changes in factors affecting these forward looking statements or otherwise. If any of these risks and uncertainties materialize, or if any of our Company’s underlying assumptions prove to be incorrect, our Company’s actual results of operations or financial condition could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent written and other forward-looking statements attributable to our Company in this Placement Document are expressly qualified in their entirety by reference to these cautionary statements.

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EXCHANGE RATES

Fluctuations in the exchange rate between the Rupee and foreign currencies will affect the foreign currency equivalent of the Rupee price of the Equity Shares on the Stock Exchanges. These fluctuations will also affect the conversion into foreign currencies of any cash dividends paid in Rupees on the Equity Shares.

The following table sets forth information with respect to the exchange rates between the Rupee and the U.S. dollar (in Rs. per US$ 1.00), for the periods indicated. The exchange rates are based on the reference rates released by the RBI, which are available on the website of the RBI. No representation is made that any Rupee amounts could have been, or could be, converted into U.S. dollars at any particular rate, the rates stated below, or at all.

(Rs. per US $)

Period End Average(1) High(2) Low(3)

Fiscal Year Ended:31-Mar-17 64.84 67.09 68.72 64.8431-Mar-16 66.33 65.46 68.78 62.1631-Mar-15 62.59 61.15 63.75 58.43

Quarter Ended:Sunday, December 31, 2017 63.93 64.24 64.54 63.93Saturday, September 30, 2017 65.36 64.29 65.76 63.63Friday, June 30, 2017 64.74 64.46 65.04 64.00Friday, March 31, 2017 64.84 67.01 68.23 64.84

Month ended:Sunday, December 31, 2017 63.93 64.24 64.54 63.93Thursday, November 30, 2017 64.43 64.86 65.52 64.40Saturday, October 31, 2017 64.77 65.08 65.55 64.76Saturday, September 30, 2017 65.36 64.44 65.76 63.87Thursday, August 31, 2017 64.02 63.97 64.24 63.63Monday, July 31, 2017 64.08 64.46 64.82 64.08Friday, June 30, 2017 64.74 64.44 64.74 64.26

(1) Represents the average of the official rate for each working day of the relevant period;

(2) Maximum of the official rate for each working day of the relevant period;

(3) Minimum of the official rate for each working day of the relevant period.

Note: In case of holidays, the exchange rate on the last traded day of the month has been considered as the rate for the period end

On January 3, 2018 the exchange rate (the RBI reference rate) was Rs. 63.48 to US$ 1.00.

No representation is made that the Rupee amounts actually represent such amounts in U.S. dollars or could have been or could be converted into U.S. dollars at the rates indicated, any other rates, or at all.

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DEFINITIONS AND ABBREVIATIONS

Unless otherwise defined or the context otherwise indicates or requires, certain capitalized terms used in this Placement Document have the meanings set forth below. References to any legislation, act or regulation shall, unless the context otherwise requires, be to such legislation, act or regulation as amended as on the date of this Placement Document:

Capital Raising Committee The Capital Raising Committee of the Board of Directors described in the chapter titled “Board of Directors and Senior Management” beginning on page 72

Control Print Limited / We / Us / Issuer / the Company / our Company

Unless the context otherwise indicates or implies, refers to Control Print Limited, a public limited company incorporated under the Companies Act, 1956 and having its registered office at C-106, Hind Saurashtra Industrial Estate, Andheri-Kurla Road, Marol Naka, Andheri (East), Mumbai, Maharashtra-400059

Articles / Articles of Association The articles of association of our Company, as amended from time to time

Auditors M/s. Jhawar Mantri & Associates,Chartered Accountants, the statutory auditors of our Company

Board of Directors / Board The Board of Directors of our Company or a duly constituted committee thereof

Committee The Committee duly constituted by the Board of Directors

Director(s) The Director(s) of our Company

Equity Shares / Shares The equity shares of our Company of face value Rs. 10 each

Memorandum / Memorandum of Association The memorandum of association of our Company, as amended from time to time

Promoters Silver Plastochem Pvt. Ltd., Shiva Kabra, Pushpa Kabra, Ritu Joshi, Basant Kabra, Basant kumar Kabra HUF, Nyana Sabharwal, Silver Containers Pvt. Ltd, Amisha Himatsingka.

Promoter Group Promoter group of our Company as per the definition provided in Regulation 2(1)(zb) of the SEBI ICDR Regulations

Registered Office C-106, Hind Saurashtra Industrial Estate, Andheri-Kurla Road, Marol Naka, Andheri (East), Mumbai, Maharashtra-400059

Registrar of Companies / RoC The Registrar of Companies, Mumbai

Subsidiary Liberty Chemicals Private Limited

Issue related Terms

Term Description

Allocated or Allocation The allocation of Equity Shares following the determination of the Issue Price to QIBs on the basis of Application Forms submitted by such QIBs, in consultation with the BRLM and in compliance with Chapter VIII of the SEBI ICDR Regulations

Allottee(s) Successful Bidders to whom Equity Shares are issued and Allotted pursuant to the IssueAllotment The issue and allotment of Equity Shares pursuant to this IssueApplication or Bid Indication of interest from a QIB, including all revisions and modifications of interest as

provided by them, to subscribe for a specified number of Equity Shares in this Issue on the terms set out in the Application Form to our Company

Application Form or Bid cum Application Form The form, including all revisions and modifications thereto, pursuant to which a QIB submits an Application

Bidder Any prospective investor, being a QIB, who makes a Bid pursuant to the terms of the Preliminary Placement Document and the Application Form

Bidding / Issue Period The period between the Bid/Issue Opening Date and Bid/Issue Closing Date, inclusive of both dates, during which prospective Bidders can submit Bids

Book Running Lead Manager/BRLM Fortress Capital Management Services Private LtdBSE BSE LimitedCAN or Confirmation of Allocation Note Note or advice or intimation to successful Bidders confirming Allocation of Equity Shares

to such successful Bidders after determination of the Issue Price and requesting payment for the entire applicable Issue Price for all Equity Shares Allocated to such successful Bidders

Closing Date On or about January 08, 2018, the date on which the Allotment is expected to be made

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Term Description

Cut-off Price The Issue Price of the Equity Shares, which shall be determined by our Company, in consultation with the BRLM

Eligible FPIs FPIs that are eligible to participate in the Issue and does not include qualified foreign investors and Category III Foreign Portfolio Investors (who are not eligible to participate in the Issue)

Escrow Agreement The Escrow Agreement dated December 29, 2017 by and between our Company, Escrow Bank and the BRLM in relation to the Issue

Escrow Bank Yes Bank LimitedEscrow Cash Account/ Escrow Account The non-interest bearing, no-lien, escrow bank account without any cheque or overdraft

facilities opened by our Company with the Escrow Bank under the arrangement between our Company and the Escrow Bank for receiving the share application amount from the successful Bidders

Floor Price The floor price of Rs. 475.09 per Equity Share, calculated in accordance with Regulation 85 of the SEBI ICDR Regulations

Issue The offer, issue and allotment of 659,340 Equity Shares to QIBs, pursuant to Chapter VIII of the SEBI ICDR Regulations and the provisions of Companies Act, 2013 and Private Placement Provisions

Issue Closing Date or Bid Closing Date January 04, 2018, the date on which our Company (or the BRLM on behalf of our Company) shall cease acceptance of Application Forms

Issue Opening Date or Bid Opening Date December 29, 2017, the date on which our Company (or the BRLM on behalf of our Company) shall commence acceptance of Application Forms

Issue Price The price per Equity Share of Rs. 455.00Issue Size The issue 659,340 Equity Shares of face value Rs.10 each at a price of Rs. 455.00 per Equity

Share aggregating Rs. 300 million.NSDL The National Securities Depository LimitedNSE The National Stock Exchange of India LimitedPay-in Date The last date specified in the CAN for payment of application monies by the QIBs.Placement Agreement The Placement Agreement dated December 29, 2017 entered between our Company and the

BRLMPlacement Document The Placement Document to be issued by our Company in accordance with Chapter VIII

of the SEBI ICDR Regulations and Section 42 of the Companies Act, 2013 and the rules thereunder

Preliminary Placement Document The preliminary Placement Document issued in accordance with Chapter VIII of the SEBI ICDR Regulations and Section 42 of the Companies Act, 2013 and the rules thereunder

QIB or Qualified Institutional Buyer Any Qualified Institutional Buyer as defined under Regulation 2(1) (zd) of Chapter VIII of the SEBI ICDR Regulations and the rules thereunder

QIP Private placement to QIBs under Chapter VIII of the SEBI ICDR Regulations and Section 42 of the Companies Act, 2013 and the Rules made thereunder

Regulation S Regulation S, as defined under the U.S. Securities ActRule 144A Rule 144A of the U.S. Securities ActRelevant Date December 29, 2017 date of the meeting of the Capital Raising Committee duly authorised by

the Board of Directors deciding to open the IssueSCRA Securities Contracts (Regulation) Act, 1956 as amended from time to timeSCRR Securities Contracts (Regulation) Rules, 1957 as amended from time to timeSCR(SECC) Regulations Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations,

2012 as amended from time to timeSEBI The Securities and Exchange Board of IndiaSEBI Act The Securities and Exchange Board of India Act, 1992 as amended from time to timeSEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014 as

amended from time to time

15

Term Description

SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time

SEBI Listing Regulations SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015SEBI Prohibition of Insider Trading Regulations SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to timeStock Exchange The BSE and the NSEAllocated or Allocation The allocation of Equity Shares following the determination of the Issue Price to QIBs on the

basis of Application Forms submitted by such QIBs, in consultation with the BRLM and in compliance with Chapter VIII of the SEBI ICDR Regulations

STT Securities Transaction TaxU.S. Securities Act The United States Securities Act of 1933 as amended from time to time

Business and Industry Related Terms

Terms Description

CIJ Continuous Inkjet PrinterLCP Large Character Drop on Demand PrinterTTO Thermal Transfer Over PrinterTIJ Thermal Inkjet PrinterHR High Resolution Piezo Drop-on-Demand Inkjet PrintersLP Laser PrinterHC Hot Roller CoderLCP Drop-on Demand Valvejet Printers

Conventional and General Terms

Terms Description

AGM Annual General MeetingAIF Alternate Investment Funds(as defined under the Securities and Exchange Board of India

(Alternative Investment Fund) Regulations, 2012) registered with the SEBI under applicable laws in India

AS Accounting Standards specified under Section 133 of the Companies Act, 2013 read with rule 7 of Companies (Accounts) Rules, 2014.

CAGR Compounded Annual Growth RateChapter VIII Refers to Chapter VIII of the SEBI ICDR Regulations, 2009 that deals with Qualified

Institutions Placement and as amended from time to timeCivil Code or Code The Code of Civil Procedure, 1908 of India, as amended from time toCompanies Act Companies Act, 1956 or the Companies Act, 2013, as applicableCompanies Act, 1956 Companies Act, 1956 and the rules made thereunder (without reference to the provisions

thereof that have ceased to have effect upon notification of the Notified Sections)Companies Act, 2013 Companies Act, 2013 and the rules made thereunder, to the extent in force pursuant to

notification of the Notified SectionsCSR Corporate Social ResponsibilityDepositories Act The Depositories Act, 1996 as amended from time to timeDepository A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations,

1996 as amended from time to timeDepository Participant A depository participant as defined under the Depositories Act DIN Director Identification

NumberEGM Extraordinary General MeetingEOM Emphasis of MattersFDI Foreign Direct Investment in an Indian company, in accordance with applicable lawFEMA The Foreign Exchange Management Act, 1999 as amended from time to time and the

Regulations framed thereunderFEMA Regulations The Foreign Exchange Management (Transfer or Issue of Security by a Person Resident

Outside India) Regulations, 2000 as amended from time to time

16

Terms Description

FII Foreign Institutional Investor as defined under Section 2(1)(g) the FPI Regulations, 2014, and registered as such with SEBI

FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995 as amended from time to time

Financial Year or Fiscal Year or Fiscal or FY A period of twelve months ending March 31 of that particular year, unless otherwise statedForm PAS-4 Form PAS-4 as prescribed under the Companies (Prospectus and Allotment of Securities)

Rules, 2014FPI Foreign Portfolio Investors, as defined under Regulation 2(1)(h) of the Securities And

Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014FVCI Any foreign venture capital investor (as defined under the Securities and Exchange Board of

India (Foreign Venture Capital Investors) Regulations, 2000, as amended) registered with the SEBI under applicable laws in India

GAAP Generally Accepted Accounting PrinciplesGAAR General Anti Avoidance RulesGDP Gross Domestic ProductGoI or Government Government of IndiaICAI The Institute of Chartered Accountants of IndiaIFRS International Financial Reporting StandardsIncome Tax Act or IT Act The Republic of India The Income Tax Act, 1961 of India as amended from time to time IndiaIndian GAAP Generally accepted accounting principles followed in IndiaInsider Trading Regulations The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015 as amended from time to timeKMP Key Managerial PersonnelLakh One hundred thousandLTCG Long Term Capital GainMinimum Wages Act Minimum Wages Act, 1948 as amended from time to timeMutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board of India

(Mutual Funds) Regulations, 1996 as amended from time to timeNon-Resident Indian(s) or NRI Non-Resident Indian as defined under FEMANotified Sections Sections of the Companies Act, 2013 that have been notified by the Government of IndiaPAN Permanent Account NumberPAT Profit after taxPBT Profit before taxPPP Purchasing Power ParityPortfolio Investment Scheme/PIS The portfolio investment scheme of RBI specified in Schedule 2 of the Foreign Exchange

Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 as amended from time to time

Private Placement Provisions Section 42 of the Companies Act, 2013, read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014

Re. or Rs. or Rupees or INR Indian RupeeRBI The Reserve Bank of IndiaSTCG Short Term Capital GainState Any state in the Republic of IndiaState Government Government of a StateTakeover Code The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011 as amended from time to timeUK United Kingdom of Great Britain and Northern IrelandUSA or U.S. United States of America$ or U.S. dollar or USD or US$ The currency of the United StatesVAT Value Added TaxVCF A venture capital fund as defined under the erstwhile Securities and Exchange Board of India

(Venture Capital Funds) Regulations, 1996

17

DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER THE COMPANIES ACT, 2013

The table below sets out the disclosure requirements as provided in Form PAS-4 and the relevant pages in this Placement Document where these disclosures, to the extent applicable, have been provided.

Sr. No.

Disclosure Requirements Relevant Page of this Placement Document

1 GENERAL INFORMATION

a. Name, address, website and other contact details of our Company indicating both Registered Office and corporate office

Cover Page and 117

b. Date of incorporation of our Company 117c. Business carried on by our Company and its Subsidiary with the details of branches or units, if any. 21d. Brief particulars of the management of our Company. 72e. Names, addresses, DIN and occupations of the Directors. 72f. Management’s perception of risk factors 27g. Details of default, if any, including therein the amount involved, duration of default and present status, in

repayment of:i) Statutory dues; NILii) Debentures and interest thereon; NILiii) Deposits and interest thereon; and NILiv) Loan from any bank or financial institution and interest thereon. NIL

h. Names, designation, address and phone number, email ID of the nodal/ compliance officer of our Company, if any, for the private placement offer process.

186

2 PARTICULARS OF THE OFFER

a. Date of passing of board resolution. 19b. Date of passing of resolution in the general meeting, authorising the offer of securities. 19c. Kinds of securities offered (i.e. whether share or debenture) and class of security. 19d. Price at which the security is being offered including the premium, if any, along with justification of the

price.19

e. Name and address of the valuer who performed valuation of the security offered. Not applicablef. Amount which our Company intends to raise by way of securities. 19g. Terms of raising of securities:

i) Duration, if applicable; Not Applicableii) Rate of dividend; Not Applicableiii) Rate of interest; Not Applicableiv) Mode of payment; and Not Applicablev) Repayment. Not Applicable

h. Proposed time schedule for which the offer letter is valid. 14i. Purposes and objects of the offer. 39j. Contribution being made by the promoters or directors either as part of the offer or separately in furtherance

of such objects.Not Applicable

k. Principle terms of assets charged as security, if applicable. Not Applicable3 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC

i) Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons.

72

ii) Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed.

115

18

Sr. No.

Disclosure Requirements Relevant Page of this Placement Document

iii) Remuneration of Directors (during the current year and last three financial years). 74iv) Related party transactions entered during the last three financial years immediately preceding the year of

circulation of offer letter including with regard to loans made or, guarantees given or securities provided.76

v) Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of our Company and the corrective steps taken and proposed to be taken by our Company for each of the said reservations or qualifications or adverse remark.

51

vi) Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and its Subsidiary. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section-wise details thereof for our Company and its Subsidiary.

115

vii) Details of acts of material frauds committed against our Company in the last three years, if any, and if so, the action taken by our Company.

115

4 FINANCIAL POSITION OF THE COMPANY

a. The capital structure of our Company in the following manner in a tabular form:(i) (a) The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate

nominal value);40

(b) Size of the present offer; and 40(c) Paid up capital: 40(d) After the offer; and 40(e) After conversion of convertible instruments (if applicable); Not Applicable(f) Share premium account (before and after the offer). 40

(ii) The details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration.

40

Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case.

40

b. Profits of our Company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of offer letter.

24

c. Dividends declared by our Company in respect of the said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/ interest paid).

41

d. A summary of the financial position of our Company as in the three audited balance sheets immediately preceding the date of circulation of offer letter.

23

e. Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter. 26f. Any change in accounting policies during the last three years and their effect on the profits and the reserves

of our Company.54

5 A DECLARATION BY THE DIRECTORS THAT

a. Our Company has complied with the provisions of the Act and the rules made thereunder. 119b. The compliance with the Act and the rules does not imply that payment of dividend or interest or repayment

of debentures, if applicable, is guaranteed by the Central Government.120

c. The monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter.

120

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SUMMARY OF THE ISSUE

The following is a general summary of the terms of the Issue. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Placement Document, including under the chapters titled “Risk Factors”, “Use of Proceeds”, “Issue Procedure”, “Placement” and “Description of the Equity Shares” beginning on pages 27, 39, 83, 91 and 101.

Issuer Control Print Limited

Face value Rs. 10 per Equity Share

Issue Price per Equity Share Rs. 455.00

Issue Size The issue of 659,340 Equity Shares aggregating Rs. 300 millions of face value of Rs. 10 each at a price of Rs. 455.00 per Equity Share including a premium of Rs. 445.00 per Equity Share aggregating to Rs. 293.41 million. A minimum of 10 % of the Issue Size i.e.65,934 Equity Shares shall be available for Allocation to Mutual Funds only, and 5,93,406 Equity Shares shall be available for Allocation to all QIBs, including Mutual Funds. If no Mutual Fund is agreeable to take up the minimum portion mentioned above, such minimum portion or part thereof may be Allotted to other eligible QIBs.

Date of Board Resolution authorizing the Issue August 29, 2017

Date of Shareholders’ Resolution authorizing the Issue

October 15, 2017

Floor Price Rs. 475.09 per Equity Share, calculated in accordance with Regulation 85 of the SEBI ICDR Regulations. Under the SEBI ICDR Regulations, the Issue Price cannot be lower than the Floor Price subject to discount of not more than 5% on the Floor Price which may be considered by our Company.

Equity Shares issued and outstanding immediately prior to the Issue

15,672,372 Equity Shares at a face value of Rs. 10 per share.

Equity Shares issued and outstanding immediately after the Issue

16,331,712 Equity Shares at a face value of Rs. 10 per share.

Eligible Investors QIBs as defined in regulation 2(1) (zd) of the SEBI ICDR Regulations and Chapter VIII of the SEBI ICDR Regulations, and (a) in the United States, to “qualified institutional buyers” (as defined in Rule 144A of the Securities Act) pursuant to Section4(a)(2) of the Securities Act and (b) outside the United States, in offshore transactions in reliance on Regulation S and the applicable laws of the jurisdictions where those offers and sales occur, and to whom this Placement Document and the Application Form is delivered by BRLM in consultation with our Company, at their sole discretion and who are eligible to bid and participate in this Issue and QIBs not excluded pursuant to Regulation 86(1) (b) of the SEBI ICDR Regulations. For further details, see the chapters titled “Issue Procedure” and “Transfer Restrictions” beginning on pages 83 and 96, respectively.

Listing (i) Applications for approval, in terms of Regulation 28 (1) of the SEBI Listing Regulations with the Stock Exchanges were made and (ii) the application for final listing and trading approval, for listing and admission of the Equity Shares and for trading on the Stock Exchange, will be made only after Allotment of the Equity Shares in the Issue.

Issue Procedure The Issue is being made only to QIBs in reliance on Section 42 of the Companies Act, 2013, read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Chapter VIII of the SEBI ICDR Regulations. For further details, see the chapter titled “Issue Procedure” beginning on page 83.

Transferability Restrictions The Equity Shares being allotted pursuant to this Issue shall not be sold for a period of one year from the date of Allotment, except if sold on the floor of the Stock Exchange. For further details, see the chapter “Transfer Restrictions” beginning on page 96.

Ranking The Equity Shares being issued in the Issue are subject to the provisions of our Memorandum and Articles of Association and shall rank pari passu in all respects with the existing Equity Shares, including with respect to dividend rights. Shareholders will be entitled to dividends and other corporate benefits, if any, declared by us after the Closing Date, in compliance with the Companies Act, 2013. Shareholders may attend and vote in shareholders’ meetings in accordance with the provisions of the Companies Act, 2013. Please see the chapter titled “Description of the Equity Shares” beginning on page 101.

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Issuer Control Print Limited

Use of Proceeds The gross proceeds of the Issue are expected to be Rs. 300 million. The net proceeds from the Issue, after deducting fees, commissions and expenses of the Issue, will be Rs. 293.68 million. For further details, please see the chapter titled “Use of Proceeds” beginning on page 39.

Lock-up Our Company has agreed that it will not, without the prior written consent of the BRLM (which such consent shall not be unreasonably withheld), for the period commencing from the date of the Placement Agreement and ending 90 days from the Closing Date, directly or indirectly: (a) issue, offer, lend, sell, pledge (save and except in cases where such pledge is given as an additional security and not primary security), contract to sell or issue, sell any option or contract to purchase, purchase any option or contract to sell or issue, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Equity Shares, or any securities convertible into or exercisable or exchangeable for Equity Shares or publicly announce an intention with respect to any of the foregoing; (b) enter into any swap or other agreement that transfers, directly or indirectly, in whole or in part, any of the economic consequences of ownership of Equity Shares or any securities convertible into or exercisable or exchangeable for Equity Shares; or (c) publicly announce any intention to enter into any transaction whether any such transaction described in (a) or (b) above is to be settled by delivery of Equity Shares, or such other securities, in cash or otherwise. Our Promoters have agreed that without the prior written consent of the BRLM (which such consent shall not be unreasonably withheld), they will not, during the period commencing from the date of the Placement Agreement and ending 90 days after the date of allotment of the Issue Shares, directly or indirectly: (a) sell, pledge (save and except in cases where such pledge is given as an additional security and not primary security), contract to sell, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Equity Shares, or any securities convertible into or exercisable or exchangeable for Equity Shares or publicly announce an intention with respect to any of the foregoing; (b) enter into any swap or other agreement that transfers, directly or indirectly, in whole or in part, any of the economic consequences of ownership of Equity Shares or any securities convertible into or exercisable or exchangeable for Equity Shares; or (c) deposit Equity Shares with any other depositary in connection with a depositary receipt facility, or (d) enter into any transaction (including a transaction involving derivatives) having an economic effect similar to that of an issue, offer, sale or deposit of the Equity Shares in any depository receipt facility; or (e) publicly announce any intention to enter into any transaction whether any such transaction described in (a) to (d) above is to be settled by delivery of Equity Shares, or such other securities, in cash or otherwise; provided however that the foregoing restrictions will (i) not be applicable to any pledge or mortgage of the Equity Shares already existing on the date of the Placement Agreement or transfer of such existing pledge or mortgage; and (ii) not restrict the existing shareholders of our Company from acquiring or purchasing any Equity Shares in our Company, directly or indirectly, in accordance with and subject to applicable laws.

Risk Factors For a discussion of certain risks in connection with an investment in the Equity Shares, please see the chapter titled “Risk Factors” beginning on page 27.

Closing Date The Allotment is expected to be made on or about January 08, 2018 (the “Closing Date”).

Security codes: ISIN: INE663B01015 BSE Scrip Code: 522295 NSE Symbol: CONTROLPR

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SUMMARY OF BUSINESS

Our Company is one of India’s leading Coding and Marking solutions provider for printing variable information such as batch numbers, manufacturing and expiry dates, maximum retail prices, serial numbers, special markings, logos, company names and barcodes. We are a vertically integrated company, involved in the development, research, manufacturing, marketing and commercializing of printing machines, spare parts, consumables (fluids) and associated services . Our product line includes Continuous Inkjet Printer (CIJ), Large Character Drop on Demand Printer (LCP), Thermal Ink Coders, Thermal Transfer Over Printer (TTO), Laser Coders, Thermal Inkjet Printer (TIJ), High Resolution Piezo Inkjet Printer, spare parts, consumables (fluids) and associated services. We provide our goods and services to a wide range of industries including Personal Care, Food & Beverages, Pharmaceuticals, Construction Materials, Cables, Wires & Pipes, Metals, Automotive & Electronics, Agro-chemicals, Chemicals & Petrochemicals amongst others.

The summary of our Consolidated Financial performance is given below (in Rs. Mn.)

FINANCIAL YEAR 2016-17 2015-16 2014-15 2013-14 2012-13

Revenue from Operations (Net) 1473.5 1345.2 1129.2 910.6 798.2

Profit Before Tax 337.9 339.7 266.5 190.3 147.5

Profit After Tax 257.8 261.5 188.7 137.8 121.5

Net Worth 1349.4 1203.6 1005.0 836.1 712.6Earning Per Equity Share (Face Value Rs. 10/- each) 16.45 16.92 13.18* 15.19 13.76Dividend Per Equity Share (Face Value Rs. 10/- each) 6.00 6.00 4.00 2.50 2.00

*Adjusted for Issuance of Bonus Shares

OUR SUBSIDIARIES

Our Company has only one wholly-owned subsidiary as on September 30, 2017. A summary of our subsidiary is as under:

LIBERTY CHEMICALS PVT. LTD.

Liberty Chemicals was originally incorporated on January 15, 1971 as “Liberty Chemicals Pvt. Ltd.” as a private company limited by shares under the Companies Act bearing number U24100MH1975PTC018068 vide certificate confirming incorporation of company dated January 15, 1971, issued by Registrar, Mumbai.

The registered office of Liberty Chemicals Pvt. Ltd. is situated at C-106, Hind Saurashtra Industrial Estate, Marol naka, Andheri-kurla road, Andheri (East), Mumbai – 400 059, India.

OUR STRENGTHS

We believe that the following are our principal competitive strengths which have contributed to our current position in the industry:

l DIVERSIFIED PRODUCTS PORTFOLIO AND PAN INDIA PRESENCE

Historically we have been in the business of marketing, distributing and servicing of printers and its accessories designed for coding and marking of products. Drawing from our experience we indigenously designed and developed our first coding machines in the year 2008 using core German technology, to suit the unique conditions in India.

In addition to our core manufacturing activities for coding and equipment, we also manufacture related consumables (ink/ fluids) and spare parts, with necessary support tools, services and amenities to ensure the highest quality of products and service.

We take great pride in the magnitude and quality of our coverage: We have 328 sales and service field staff across 13 branch offices in India and Sri Lanka. A highly integrated ERP system (spanning all processes from manufacturing to CRM) provides a solid backbone for all our client operations.

l IN-HOUSE INTEGRATED MANUFACTURING MODEL

We undertake our manufacturing business in an integrated manner, to deliver our products from its conceptualization to mass production. Our specialized R&D team of engineers work towards continuous improvement of technology. Our in-house integration includes research & design centres that have access to the latest and sophisticated technology for conceptualising designs required for product development The tool room is used for developing the moulds and the testing facilities to ensure compliance as per national & international standards and regulations.

l STRONG FOCUS ON DESIGN AND DEVELOPMENT

We believe that our focus on product development significantly contributes to our ability to meet customer needs in an ever-evolving and competitive market. Further, we believe that our product development processes have been a catalyst for the growth of our business. Our focus on design and development has enabled us to develop a large and diversified portfolio of coding and marking products, new product launches for TIJ Printer and High Resolution Piezo Inkjet Printer, and most importantly reduction in development time and cost savings to the customers. Further, our R&D capabilities have enabled us develop and successfully test, coding and marking equipment for other industries.

22

l MODERN IN-HOUSE MANUFACTURING FACILITIES

We have two manufacturing plant across India, one at Nalagarh, Himachal Pradesh, and other at Guwahati, Assam and One Research & development centre at Vasai, Maharashtra. Several of our machines have been imported and custom made to suit our requirements.

l ESTABLISHED TRACK RECORD OF DELIVERING GROWTH

Our Company was incorporated in 1991 and since then we have maintained strong growth credentials through the diversification of our product portfolio, increased geographical reach, customer retention, improved staff productivity, leading to a growth in customer base.

We have delivered consistent growth over the preceding five Financial Years both in financial and operational metrics. Our net sales, on a consolidated basis, have grown at a CAGR of 17% from Rs.669 Million for the Financial Year 2012 to Rs. 1473 Million for the Financial Year 2017. Our profit after tax for the year, on a consolidated basis, has grown at a CAGR of 25% from Rs. 84 Million for the Financial Year 2012 to Rs.258 Million for the Financial Year 2017.

l EXPERIENCED SENIOR LEADERSHIP AND TECHNICALLY SKILLED EMPLOYEES

We believe that our qualified and experienced senior management team, technically skilled employee base and established promoter background have contributed to the growth of our operations and the development of in-house processes and competencies.

Our Chairman and Managing Director, Basant Kabra has around four decades of work experience in the industry in which we operate. Our senior management team consists of technically qualified and highly experienced professionals in the industry we operate in. They bring with them, extensive experience in sales and marketing, order management, design and engineering, testing, purchase, operations, human resources, finance and after sales services. We believe that our management framework allows us to maintain the flexibility to address the markets and the geographies we operate in. We believe in high standards of ethical integrity and we ensure that all our business functions are carried out in a transparent manner.

OUR STRATEGIES

l ENHANCING AND EXPANDING OUR PRODUCTS PORTFOLIO AND GEOGRAPHIES

We propose to continue to expand our product portfolio by upgrading and introducing new and upgraded products under our business verticals. We believe that our strong technical and execution capabilities and qualified skilled employee pool will enable us to enhance and expand our product portfolio. We believe that diversifying our product offerings will enable us to further grow our business operations, reduce the risk of dependency on existing products and strategically target higher margin opportunities.

l CONTINUE TO ENHANCE OUR BRAND

We believe that our brand is synonymous with credibility, reliability, efficiency and timely execution capability in the industry in which we operate. We wish to continue to enhance our brand value by continuously delivering quality product and services to our existing and prospective customers so that we become the preferred coding and marking solution provider for all our existing and prospective customers.

l STRENGTHEN OUR PRODUCT AND BRAND PORTFOLIO

We intend to harness these opportunities by continuing to strengthen and diversify our product portfolio. While we intend to undertake initiatives to consolidate the presence and profile of our newly launch and upgraded products, by leveraging our experience in establishing manufacturing successful coding and marking printers and related consumables.

l STRENGTHENING OUR PRESENCE ACROSS INDIA

Our wide spread and integrated sales and distribution network enables us to reach a wide range of consumers and ensure effective market penetration. As of March 31, 2017 we had 328 sales and service field staff spread across 13 offices in India.

We intend to strengthen our distribution network in our existing markets and also expand to cover all regions of India, with a continued focus on manufacturing industry. We believe that the strength of our products, as well as a varied product portfolio of cost competitive printers and consumables, without any quality compromises.

l SUSTAIN OUR FOCUS ON MANUFACTURING SECTOR

We believe that our focus on manufacturing sector for our products and our ability to understand client preference in these markets, allows us to benefit from this growing sector which is directly linked to manufacturing and packaging industry growth.

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SUMMARY OF FINANCIAL INFORMATION

The following selected information is extracted from and should be read in conjunction with our unaudited financial statements for the period ended September 30, 2017 and our audited financial statements and notes thereto as at and for the twelve months period ended March 31, 2017, March 31, 2016 and March 31, 2015 prepared in accordance with Indian GAAP, each included elsewhere in this Placement Document. You should refer to “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” beginning on page 42 for further discussion and analysis of the financial statements of our Company. The financial information included in this Placement Document does not reflect our Company’s results of operations, financial position and cash flows in the future and our Company’s past results are not a guarantee of its future operating performance.

SUMMARY OF CONSOLIDATED BALANCE SHEET

Particulars

As at 31 March 2017

Amount Rs. In Million

As at 31 March 2016

Amount Rs. In Million

As at 31 March 2015

AmountRs. In Million

EQUITIES AND LIABILITIES

SHAREHOLDER’S FUNDS

Equity Share Capital 156.72 156.72 98.48Reserves and Surplus 1192.71 1046.91 898.51Total Reserves and Surplus 1349.43 1203.63 996.99

Money Received Against Share Warrants 0.00 0.00 7.98Total Shareholders’ Funds 1349.43 1203.63 1004.97

NON-CURRENT LIABILITIES

Long Term Borrowings 0.00 0.00 0.03Deferred Tax Liabilities [Net] 33.58 28.97 24.78Other Long Term Liabilities 6.75 6.75 6.75Long Term Provisions 21.50 15.62 12.82Total Non-Current Liabilities 61.83 51.34 44.38

CURRENT LIABILITIES

Short Term Borrowings 147.31 131.18 81.63Trade Payables 87.36 51.41 76.16Other Current Liabilities 111.63 101.74 102.12Short Term Provisions 84.99 65.04 76.80Total Current Liabilities 431.29 349.37 336.71

Total Capital And Liabilities 1842.55 1604.34 1386.06

ASSETS

NON-CURRENT ASSETS

Tangible Assets 450.29 397.74 198.02Intangible Assets 52.05 13.40 16.51Capital Work-In-Progress 13.71 60.70 167.44Fixed Assets 516.05 471.84 381.97

Non-Current Investments 106.67 75.85 102.38Long Term Loans And Advances 18.50 31.56 43.88Other Non-Current Assets 0.02 0.02 0.03Total Non-Current Assets 125.19 107.43 146.29

CURRENT ASSETS

Current Investments 0.30 0.30 0.30Inventories 669.85 623.61 560.87Trade Receivables 399.78 364.10 269.07Cash and Cash Equivalents 12.42 18.30 10.09Short Term Loans And Advances 118.95 18.71 13.41Other Current Assets 0.01 0.05 4.06Total Current Assets 1201.31 1025.07 857.80

Total Assets 1842.55 1604.34 1386.06

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SUMMARY OF CONSOLIDATED STATEMENT OF PROFIT & LOSS

CONSOLIDATED STATEMENT OF PROFIT & LOSS

Particulars

Year ended 31.03.2017 Amount

(in Rs. million)

Year ended 31.03.2016 Amount

(in Rs. million)

Year ended 31.03.2015 Amount

(in Rs. million)

INCOME

Revenue From Operations [Gross] 1478.83 1402.35 1155.01Less: Excise Duty 5.34 57.13 25.78Revenue From Operations [Net] 1473.49 1345.22 1129.23

Other Income 6.93 5.52 12.91Total Revenue 1480.42 1350.74 1142.14

EXPENSES

Cost Of Materials Consumed 399.44 376.30 315.99Purchase Of Stock-In Trade 64.73 103.17 162.45Operating And Direct Expenses 78.79 86.50 65.99Changes In Inventories Of FG,WIP And Stock-In Trade 56.02 (26.62) (71.37)Employee Benefit Expenses 277.22 262.28 213.48Finance Costs 10.59 16.35 10.47Depreciation And Amortisation Expenses 39.78 28.83 21.41Other Expenses 215.46 187.11 170.48Total Expenses 1142.03 1033.92 888.90

Profit/Loss Before Exceptional, Extra Ordinary Items And Tax 338.38 316.82 253.24

Exceptional Items (3.33) 16.10 23.39Profit/Loss Before extraordinary items & Tax 335.06 332.92 276.63

Extraordinary Items (2.89) (6.74) 10.09

Profit/ Loss Before tax 337.95 339.66 266.54

Tax Expenses-Continued Operations

Current Tax 75.50 74.00 79.00Deferred Tax 4.61 4.19 -1.12Total Tax Expenses 80.11 78.19 77.88

Profit after Tax 257.84 261.47 188.66Other Additional Information

Earnings Rs Per Equity Share Of Rs 10 EachBasic EPS (Rs.) 16.45 16.92 13.18Diluted EPS (Rs.) 16.45 16.68 12.65

SUMMARY OF STANDALONE PROFIT AND LOSS STATEMENT FOR THE HALF YEAR ENDED SEPTEMBER 30, 2017

Particulars

As at September - 2017

Amount Rs. in Million

As at September - 2016

Amount Rs. in Million

1 Income

I. Revenue from operations 864.53 694.47II Other income 3.27 3.82

Total Income 867.80 698.29

2. Expenses

I Cost of raw material consumed 239.91 155.25II Purchase of stock-in-trade 37.03 28.25III Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade 18.31 20.16IV Manufacturing & Operating Costs 34.05 44.15

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Particulars

As at September - 2017

Amount Rs. in Million

As at September - 2016

Amount Rs. in Million

V Employee benefits expense 145.27 136.67VI Finance costs 5.29 5.31VII Depreciation and amortization expense 37.28 77.80VIII Other expenses 138.40 118.10

Total Expenses 655.53 585.68

3 Profit before Exceptional Items & Tax (1 - 2) 212.27 112.604 Less : Exceptional Items 16.54 (14.43)5 Profit before Tax (3 - 4) 195.73 127.046 Tax Expense :I I. Current Tax 42.70 38.38II II. Deferred Tax (6.71) (7.62)

Total Tax Expense 36.00 30.777 Profit for the period from continuing operations (5 - 6) 159.74 96.27

8 Other Comprehensive IncomeA(I) Items that will not be reclassified to profit or loss – –(II) Income Tax relating to Items that will not be reclassified to profit or loss – –B(I) Items that will be reclassified to profit or loss – –(II) Income Tax relating to Items that will be reclassified to profit or loss – –

Total Other Comprehensive Income – –9 Total Comprehensive Income for the period (7 + 8) (comprising Profit and Other

Comprehensive Income for the period)159.74 96.27

10 Earnings per equity share of (` ) 10 each :

Basic (` ) * 10.19 6.14

Diluted (`) * 10.19 6.14

The reconciliation of net profit reported under Indian GAAP for the half year ended September 30, 2016 with Ind AS is given below:

Particulars Half year ended Sept 30, 2016

( Rs. In Million)

Net profit after tax as per Indian GAAP 136.89Adjustments on account of IND AS -Increasing /(Decreasing) Net profit as per Indian GAAPImpact of measuring Investments at Fair Value through Profit & loss account 17.01Impact of measuring Property Plant & Equipments at Fair Value through Profit & loss account (67.58)Impact of measuring Financial assets at Fair value through Profit & Loss Account (7.76)Impact of measuring Financial Liabilities at Fair value through Profit & Loss Account 10.40Impact on current & deferred taxes 9.34Impact on Change in Inventory (2.02)Net profit as per Ind AS 96.27

The Company has for the first time adopted Ind AS w.e.f April 01, 2017, with transition date of April 01, 2016 and accordingly quarterly result for the quarter ended September 30, 2016 and half year ended September 30, 2016 have been restated. There is a possibility that these quarterly financial results may require adjustment before constituting the final Ind AS financial statements as of and for the year ending March 31, 2018, due to changes in the financial reporting requirements arising from new or revised standards or interpretations issued by MCA or changes in the use of one or more optional exemptions from full retrospective applications as permitted under Ind AS 101.

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SUMMARY OF CONSOLIDATED CASH FLOW

Particulars

Year ended 31 March 2017

Amount Rs. in Million

Year ended 31 March 2016

Amount Rs. in Million

Year ended 31 March 2015

Amount Rs. in Million

Net Profit/Loss Before Extraordinary Items And Tax 335.06 332.92 276.63Net Cash Flow From Operating Activities 157.59 83.75 85.13Net Cash Used In Investing Activities (84.13) (58.65) (81.30)Net Cash Used From Financing Activities (79.34) (16.88) (1.50)Net Inc./Dec In Cash And Cash Equivalents (5.88) 8.22 2.33Cash And Cash Equivalents Begin of Year 18.30 10.08 7.75Cash And Cash Equivalents End of Year 12.42 18.30 10.08

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RISK FACTORS

This offering and an investment in Equity Shares involve a degree of risk. You should carefully consider the risks described below as well other information contained in this Placement Document before making an investment decision. If anyone or some combination of the risks described below actually occurs, our business, prospects, financial condition, results of operation and cash flows could adversely affect, the trading price of our shares could decline and you may lose all or part of your investment. Unless specified in the risk factors below, we are not in a position to quantify the financial implications of any of the risks mentioned below. We have described the risks and uncertainties that our management believes are material but the risks set out in this Placement Document may not be exhaustive or complete and additional risks and uncertainties not presently known to us, or which we currently deem to be immaterial, may arise or may become material in the future.This section should be read together with chapters titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Industry Overview” and “Our Business” beginning on pages 42, 61 and 64, respectively, as well as the financial statements, including the notes thereto, and other financial information included elsewhere in this Placement Document. This Placement Document also contains forward- looking statements that involve risks and uncertainties. Our results could differ materially from such forward- looking statements as a result of certain factors including the considerations described below and elsewhere in this Placement Document. Additional risks not described below or not currently known to us or that we currently deem immaterial may also adversely affect the market price of our Equity Shares. In making an investment decision, prospective investors must rely on their own examination of our Company and the terms of the Issue including the merits and the risks involved. Investors should consult tax, financial and legal advisors about the particular consequences of an investment in the Issue.INTERNAL RISKS AND RISKS ASSOCIATED WITH OUR BUSINESS.

1. Any slowdown or shutdown in our manufacturing operations, or under-utilization at our existing manufacturing facility could have an adverse effect on our business, results of operations and financial condition.

We manufacture our products in our manufacturing facilities situated at Nalagarh (Himachal Pradesh), Guwahati (Assam) and Vasai (Maharashtra), India. Our business is dependent upon our ability to manage the manufacturing facilities, which is subject to various operating risks, including those beyond our control, such as the breakdown and failure of equipment or industrial accidents, severe weather conditions and natural disasters. Any significant malfunction or breakdown of our machinery may entail repair and maintenance costs and cause delays in our operations. If we are unable to repair malfunctioning machinery in a timely manner or at all, our operations may need to be suspended until we procure machinery to replace the same. Inability to effectively respond to such events and rectify any disruption, in a timely manner and at an acceptable cost, could lead to slowdown or shut-down of our operations or the under-utilization of our manufacturing facility, which in turn may have an adverse effect on our business, results of operations and financial condition.

2. We do not have long term agreements with few our customers and suppliers. While we are recognised by some of our customers as their ‘preferred suppliers’, we do not have long term agreements with few of our

customers and suppliers. As a result, our customers with whom we have not entered long term agreement can terminate their relationships with us due to a change in preference or any other reason upon relatively short notice, which could materially and adversely impact our business. Consequently, our revenue may be subject to variability because of fluctuations in demand for our products. Although, we have a strong emphasis on quality control, timely delivery of our products and regular interaction with the customers, any change in the buying pattern of customers can adversely affect the business of our Company. While we have been able to maintain long-term relations with our customers, we cannot assure that we will be able to retain them on similar terms or at all.

Similarly, the success of our business is significantly dependent on maintaining good relationships with our suppliers. Absence of long term supply contracts subject us to risks such as price volatility, unavailability of certain raw materials in the short term and failure to source critical raw materials in time, which would result in a delay in manufacturing of the final product. Further, we cannot assure you that we will be able to enter into new or renew our existing arrangements with suppliers on terms acceptable to us, which could have an adverse effect on our ability to source raw materials in a commercially viable and timely manner, if at all, which may impact our business and profitability.

3. We face competition from both domestic as well as international markets and which may have a material adverse impact on our business and results of operations.

Competition in our business is based on pricing, relationships with customers, product quality, customisation and innovation. We face pressure from customers to reduce the prices of Printers and Consumables, who aim to reduce their printing cost. We are unable to assure you that we shall be able to meet the pricing pressures imposed by such customers, which would adversely affect our business and profitability.

Additionally, some of the International players in the coding and marking sector may have greater financial, research and technological resources, larger sales and marketing teams and more established reputation. They may also be in a better position to identify market trends, adapt to changes in industry, innovate new products, offer competitive prices due to economies of scale and also ensure product quality and compliance, which may adversely affect our business and financial condition.

4. Our growth will depend on our ability to effectively manage and implement our business plan and growth strategies. We have experienced significant growth over the past five years. We cannot assure you that our growth strategy will continue to be

successful or that we will be able to continue to grow further, or at the same rate. The success of our business will depend greatly on our ability to effectively implement our business and growth strategy. Our growth strategy includes expanding our operations into various geographical markets, research and development amongst the other things. Our success in implementing our growth strategies may be affected by our ability to identify new markets, maintain the quality of our products, increase our existing consumer base and changes in the Indian or international regulatory environment applicable to us.

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5. Our performance will depend on our ability to successfully managing our inventory and working capital balances. We evaluate our inventory balances of raw materials based on shelf life, expected sourcing levels, known uses and anticipated demand

based on forecasted customer order activity etc. To be successful, we must maintain sufficient inventory levels to meet our customers’ demands, without allowing those levels to increase to such an extent that the costs associated with storing and holding inventory adversely affects our results of operations. If our raw materials purchase decisions do not accurately predict sourcing levels, customer trends or our expectations about customer needs are inaccurate, we may have to take unanticipated markdowns or impairment charges to dispose of the excess or obsolete inventory, which can adversely affect our results of operations. Our working capital requirements may also increase if there are changes in payment terms by customers. In addition, our working capital requirements have increased in recent years due to the general growth of our business. If a client defaults in making its payment on a product to which we have devoted significant resources, it may also affect our profitability and liquidity and decrease the capital resources that are otherwise available for other uses. All of these factors may result, or have resulted, in increases in our working capital requirements. If we are unable to finance our working capital needs, or secure other financing when needed, on acceptable commercial terms or at all, it may adversely affect our business, growth prospects and results of operations.

6. Non compliance with and changes in applicable regulations, including SEBI Listing Regulations, safety, health and environmental laws and those apply to our manufacturing operations may adversely affect our business, results of operations and financial condition.

Being a listed company, we are required to comply with the requirements of the SEBI Listing Regulations and other requirements prescribed by SEBI and the Stock Exchanges from time to time. Failure to comply with such regulatory requirements may subject us to regulatory actions and may adversely affect our business, reputation and financial condition.

We are subject to laws and government regulations, including in relation to safety, health and environmental protection. These safety, health and environmental protection laws and regulations impose controls on air and water discharge, noise levels, storage handling, employee exposure to hazardous substances and other aspects of our manufacturing operations. We have made, and will continue to make capital and other expenditure to comply with environmental, health and safety standards. Any failure on our part to comply with any existing or future regulations applicable to us may result in legal proceedings being commenced against us, third party claims or the levy of regulatory fines.

Additionally, we cannot assure you that we will not be involved in future litigation or other proceedings, or be held liable in any litigation or proceedings including in relation to safety, health and environmental matters, the costs of which may be significant. Any accidents at our facilities may result in personal injury or loss of life, substantial damage to or destruction of property and equipment resulting in the suspension of operations. The loss or shutdown of our operations over an extended period of time could have an adverse effect on our business and operations.

7. We may be unable to obtain, renew or maintain statutory and regulatory permits, licenses and approvals required for implementing our growth strategies and to operate our business and operate our manufacturing facilities, which could result in an adverse effect on our results of operations.

We require certain statutory and regulatory permits, licenses and approvals to operate our business such as consents to establish and operate from the state pollution control boards, importer-exporter code, registration and licenses issued under the Factories Act, fire safety licenses from municipal fire safety authorities, registration certificates issued under various labour laws, including contract labour registration certificates and licenses as well as various taxation related registrations, such as registrations for payment of Income Tax, Goods and Service Tax (GST), professional taxes etc. Our licenses, permits and approvals impose certain terms and conditions that require us to incur significant costs and inter alia, restrict certain activities. Further, many of these approvals require renewal from time to time. There can be no assurances that we will be able to apply and obtain such renewals in a timely manner or that the approvals, licenses, permits and registrations may not be revoked in the event of any non-compliance with any terms or conditions imposed thereof.

In the future, we will be required to regularly renew permits, licenses and approvals for our business, and to obtain new permits, licenses and approvals for our proposed expansion. In accordance with our expansion plan we will have to obtain necessary approvals and permissions from regulatory authorities. While we will endeavor to renew or obtain such approvals as required, there can be no assurance that the relevant authorities will issue any such approvals within our anticipated timeframe or at all. An inability to renew, maintain or obtain any required permits, licenses or approvals may result in the interruption of our operations and our expansion plan and have a material adverse effect on our business, financial condition and results of operations.

8. The objects of the Issue have not been appraised by any bank or financial institution and we have not entered into definitive agreements in relation to our objects of the Issue. If there are delays or cost overruns in utilisation of Net Proceeds, our business, financial condition and results of operations may be adversely affected.

We intend to utilize the Net Proceeds of the Issue as set forth in “Use of Proceeds” on page 39 for the purpose of capital expenditure for ongoing and future expansion projects, acquisitions, working capital and general corporate purposes and any other purposes as may be permissible under applicable law (“Objects”). The fund requirement mentioned as a part of the Objects is based internal management estimates and has not been appraised by any bank or financial institution. This is based on current conditions and is subject to change in light of changes in external circumstances, costs, other financial condition or business strategies. Our management will have broad discretion in how we apply the Net Proceeds and there is no assurance that the Objects will be achieved within the time frame expected, or at all. Subject to applicable laws, we may have to revise our funding requirements including increasing or decreasing expenditure for one or more of the Objects and deployment on account of a variety of factors. As a consequence of any increased costs, our actual deployment of funds may be higher than our management estimates and may cause an additional burden on our finance plans, as a result of which, our business, financial condition, results of operations and cash flows could be materially and adversely impacted.

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We may also require to obtain consents and registrations from the concerned regulatory authorities of the respective geographies. We cannot assure you that we will be able to obtain the consent and registrations from the concerned regulatory authorities in a timely manner or at all. No assurance can be given that at the time of grant of consent, the regulatory authorities will not impose any restrictions on us.

9. We do not hold any patents or other form of intellectual property protection in relation to our manufacturing processes, and our inability to maintain the integrity and secrecy of our manufacturing processes may adversely affect our business.

We possess extensive technical knowledge about our products. Our know-how may not be adequately protected by intellectual property rights such as patent registration.

We rely in part on mutual trust for protection of our trade secrets and confidential information relating to our manufacturing processes. It is our policy to take precautions to protect our trade secrets and confidential information against breach of trust by our employees, consultants, customers and suppliers. However, it is possible that unauthorized disclosure of our trade secrets or confidential information may occur. We cannot assure you that we will be successful in the protection of our trade secrets and confidential information.

Our manufacturing processes may not be eligible for intellectual property protection and others may be able to use the same or similar production processes, thereby undermining any competitive advantage we may have derived from such processes and adversely affecting our financial condition and results of operations.

10. A shortage or non-availability of electricity or water may affect our manufacturing operations and have an adverse effect on our business, results of operations and financial condition

Our manufacturing operations require continuous supply of electricity and water, and any shortage or non-availability may adversely affect our operations. We currently source our water requirements from bore wells and depend on state electricity supply for our energy requirements, as well as backup generators at our facilities. We cannot assure you that our facilities will be operational during power failures. Any failure on our part to obtain alternate sources of electricity or water, in a timely fashion, and at an acceptable cost, may have an adverse effect on our business, results of operations and financial condition.

11. We are subject to stringent labour laws or other industry standards and any strike, work stoppage or increased wage demand by our employees or any other kind of disputes with our employees could adversely affect our business, financial condition and results of operations.

As on March 31, 2017, we had 665 permanent employees engaged across various operational and business divisions in India. We are subject to a number of stringent labour laws that protect the interests of our workers, including legislation that stipulates rigorous procedures for dispute resolution and retrenchment of workers and imposes financial obligations on employers. While we have not experienced significant labour unrest in the past, strikes, lock-outs and other labour action, may have an adverse impact on our operations, and if not resolved in a timely manner, could lead to disruptions in our operations. We cannot guarantee that we will not experience any strike, work stoppage or other industrial action in the future and any such event could adversely affect our business, results of operation and financial condition. Additionally, our inability to recruit employees, in particular skilled employees and retain our current workforce could have a material adverse effect on our business, financial condition and profitability.

Furthermore, certain recent changes, and proposed changes to Indian labour laws could adversely affect our business. For instance, a recent amendment to the Payment of Bonus Act, 1965, has, inter alia, increased the ceiling for bonus payments to employees of factories and certain other establishments from Rs. 10,000 per month to Rs. 21,000 per month. The GoI also proposes to enact the Code on Industrial Relations Bill, 2015 and the Labour Code on Wages Bill, 2015, which seeks to consolidate all existing labour legislation in relation to wages and bonus in the country (including the Minimum Wages Act, 1948) into distinct codes dealing with industrial relations, wages, social security, industrial safety and welfare. Furthermore, the Ministry of Labour and Employment, GoI has recently proposed an amendment to Indian contract labour legislation that will increase the minimum wage of contract labour to a minimum of Rs. 10,000 per month. Any such changes, if implemented, could adversely affect our operating margins, manufacturing operations, cash flows and results of operations.

12. We engage contract labour for carrying out certain business operations. In order to retain operational efficiencies, we engage independent contractors through whom we engage contract labour for performance of

certain functions at our manufacturing units as well as at our offices. As on March 31, 2017, we engaged 37 contract labourers. Although we do not engage these labourers directly, we are responsible for any wage payments to be made to such labourers in the event of default by such independent contractors. Any requirement to fund their wage requirements may have an adverse impact on our results of operations and our financial conditions.

13. An inability to attract, recruit and retain our senior management and other key personnel could adversely affect our business and results of operations.

The success of our business is heavily dependent on our executive Directors, senior management and other key personnel. We cannot assure you that we will be able to retain any or all of our senior management personnel or attract new senior management personnel in case of attrition. We do not maintain “key man” insurance for these individuals. The loss of the services of our executive Directors, senior management or other key personnel may have an adverse effect on our business or results of operations.

14. Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of our financing arrangements.

Our ability to pay dividends in the future will depend on our earnings, financial condition, cash flow, working capital requirements, capital expenditure and restrictive covenants of our financing arrangements. Any future determination as to the declaration and payment of

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dividends will be at the discretion of our Board of Directors and will depend on factors that our Board deems relevant, including among others, our future earnings, financial condition, cash requirements, business prospects and any other financing arrangements. We cannot assure you that we will be able to pay dividends in the future. For further details, see the section titled “Dividend Policy” on page 41.

15. Any failure of our information technology systems could adversely affect our business and our operations.

We have information technology systems that support our business processes. These systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, natural disasters, break-ins and similar events. Effective response to such disruptions will require effort and diligence on the part of our employees to avoid any adverse effect to our information technology systems. For instance, any breakdown of our information technology systems could impair our ability to operate effectively. In addition, our systems and proprietary data stored electronically may be vulnerable to computer viruses, cybercrime, computer hacking and similar disruptions from unauthorized tampering. If such unauthorized use of our systems were to occur, data related to our product formulas, product development and other proprietary information could be compromised. The occurrence of any of these events could adversely affect our business, interrupt our operations, subject us to increased operating costs and expose us to litigation.

16. Our insurance coverage may not be sufficient or may not adequately protect us against all material hazards, which may adversely affect our business, results of operations and financial condition.

We could be held liable for accidents that occur at our manufacturing facility or otherwise arise out of our operations. In the event of personal injuries, fires or other accidents suffered by our employees or other people, we could face claims alleging that we were negligent, provided inadequate supervision or be otherwise liable for the injuries. Our principal types of insurance coverage includes marine cargo open policy, standard fires and perils policy insurance in respect of the buildings, plant and machinery, stocks of goods and office equipment in our manufacturing and storage facilities and insurance of our machines. We also maintain employers liability collieries policy and public liability insurance policies covering personal injury and property damage to third parties. While we believe that the insurance coverage which we maintain would be reasonably adequate to cover the normal risks associated with the operation of our business, we cannot assure you that any claim under the insurance policies maintained by us will be honoured fully, in part or on time, or that we have taken out sufficient insurance to cover all our losses.

Additionally, our insurance coverage expires from time to time. We apply for the renewal of our insurance coverage in the normal course of our business, but we cannot assure you that such renewals will be granted in a timely manner, at acceptable cost or at all. To the extent that we suffer loss or damage for which we did not obtain or maintain insurance, and which is not covered by insurance, exceeds our insurance coverage or where our insurance claims are rejected, the loss would have to be borne by us and our results of operations, cash flows and financial performance could be adversely affected. For further details on insurance arrangements, see the section titled “Our Business – Insurance” on page 68.

17. We have in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the equity shareholders.

We have in the course of our business entered into, and will continue to enter into, several transactions with our related parties. For further details, see the section titled “Financial Statements” on page 118. We cannot assure you that we will receive similar terms in our related party transactions in the future. We cannot assure you that we could not have achieved more favorable terms had such transactions been entered into with unrelated parties. The transactions we have entered into and any further transactions with our related parties have involved or could potentially involve conflicts of interest which may be detrimental to our Company. Further, the Companies Act, 2013 has brought into effect significant changes to the Indian company law framework including specific compliance requirements such as obtaining prior approval from the audit committee, board of directors and shareholders for certain related party transactions. We cannot assure you that such transactions, individually or in the aggregate, will not have an adverse effect on business and financial results, including because of potential conflicts of interest or otherwise.

18. Our promoters and members of our Promoter Group will continue to retain control over our Company after completion of the Issue, which will allow them to influence the outcome of matters submitted for approval of our shareholders.

Following the completion of the Issue, our promoters and members of our Promoter Group will continue to hold approximately 53.49% of our post- Issue Equity Share capital. As a result, they will have the ability to significantly influence matters requiring share-holders approval, including the ability to appoint Directors to our Board of Directors and the right to approve significant actions at Board and at shareholders’ meetings, including the issue of Equity Shares and dividend payments, business plans, mergers and acquisitions, any consolidation or joint venture arrangements, any amendment to our MOA and AOA, and any assignment or transfer of our interest in any of our licenses. We cannot assure you that our promoters will not have conflicts of interest with other shareholders or with our Company. Any such conflict may adversely affect our ability to execute our business strategy or to operate our business.

19. Public companies in India, including our Company, shall be required to prepare financial statements under Indian Accounting Standards.

Our Company is required to prepare their financial statements in accordance with Ind AS for periods beginning on or after April 1, 2017. Given that Ind AS is different in many respects from Indian GAAP under which our financial statements are currently prepared, our financial statements for the period commencing from April 1, 2017 may not be comparable to our historical financial statements. Further, our financial statements have been prepared in accordance with Indian GAAP, the Companies Act and SEBI Listing Regulations. These statements have not been drawn up in accordance with Ind AS and they may be impacted if Ind AS were applied to them.

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There can be no assurance that the adoption of Ind AS will not affect our reported results of operations or cash flows. In addition, our management may also have to divert its time and other resources for the successful and timely implementation of Ind AS. Any failure to successfully adopt Ind AS may have an adverse effect on the trading price of our Equity Shares and/or may lead to regulatory action and other legal consequences. Moreover, our transition to Ind AS reporting may be hampered by increasing competition and increased costs for the relatively small number of Ind AS-experienced accounting personnel available as more Indian companies begin to prepare Ind AS financial statements. Any of these factors relating to the use of Ind AS may adversely affect our financial condition, results of operations and cash flows.

We have not attempted to quantify the impact of Ind AS on the financial information included in this Placement Document, nor have we provided a reconciliation of our financial statements to those under Ind AS. Therefore, the impact of the adoption of Ind AS cannot be ascertained at this stage. For further details, see section “Significant differences between Indian GAAP and IND AS” at page 54.

20. Our Company has experienced negative cash flow in one fiscal year during the last three Fiscals. Any negative cash flows in the future could adversely affect our business and financial conditions.

We had negative cash flow (on a consolidated basis) in one fiscal year during the last three Fiscals. The table below summarises our cash flows for Fiscals 2017, 2016 and 2015:

(In Rs. Mn.)

Particulars Fiscal 2017 Fiscal 2016 Fiscal 2015

Net cash flow from/ (used in) operating activities 157.59 83.85 85.13Net cash outflow from investing activities (84.13) (58.65) (81.30)Net cash inflow from financing activities (79.34) (16.88) (1.50)Net increase / (decrease) in cash and cash equivalents (5.88) 8.22 2.33

21. We may be subject to claims of infringement of third-party intellectual property rights, which could adversely affect our business.

While we take abundant precautions to ensure that we do not infringe the intellectual property rights of third parties, we cannot determine with certainty whether we are infringing upon any existing third-party intellectual property rights. Any claims of infringement, regardless of merit or resolution of such claims, could force us to incur significant costs in responding to, defending and resolving such claims, and may divert the efforts and attention of our management and technical personnel away from our business. As a result of such infringement claims, we could be required to pay third party infringement claims, alter our technologies, change the brands under which we distribute our products, obtain licenses or cease some portions of our operations. The occurrence of any of the foregoing could result in unexpected expenses. In addition, if we alter our technologies, change the brands under which we distribute our products or cease manufacturing of affected items, our revenue could be adversely affected.

22. Our Company is involved in certain legal and other proceedings. Any adverse outcome in such proceedings may have an adverse effect on our business, results of operations and financial condition.

We are contesting certain legal proceedings in various courts, including certain civil, criminal and taxation cases that have been filed against our Company. For further details of the legal proceedings that we are subject to, please see sections titled “Legal Proceedings”on page 115. Any adverse decision in any of these cases may adversely affect our business and financial condition. We are also involved in disputes with respect to direct and indirect tax assessments for various years. We cannot assure that the outcome of these legal proceedings will be favourable. Such litigation could consume our financial resources in their defence or prosecution. In addition, should any new developments arise, such as changes in Indian law or rulings against us by the regulators, appellate courts or tribunals, we may need to make provisions in our financial statements, which could increase our expenses and current liabilities. If we fail to successfully defend our claims or if our provisions prove to be inadequate, our business, results of operations and financial condition could be adversely affected.

23. There can be no assurance that the adoption of Income Computation and Disclosure Standards (“ICDS”) will not adversely affect our business, results of operations and financial condition.

The Ministry of Finance has issued a notification dated March 31, 2015 notifying ICDS which creates a new framework for the computation of taxable income. ICDS came into effect from April 1, 2015 and are applicable to fiscal 2016 onwards and will have impact on computation of taxable income for fiscal 2016 onwards. ICDS deviates in several respects from concepts that are followed under general accounting standards, including Indian GAAP and Ind AS. For example, where ICDS-based calculations of taxable income differ from Indian GAAP or Ind AS-based concepts, the ICDS-based calculations have the effect of requiring taxable income to be recognized earlier, increasing overall levels of taxation or both. Further, pursuant to ICDS, premium earned on forward contracts becomes taxable on settlement and not at the time of earning. There can be no assurance that the adoption of ICDS will not adversely affect our business, results of operations and financial condition.

RISKS RELATING TO OUR EQUITY SHARES AND THE ISSUE

1. Applicants to the Issue are not allowed to withdraw their bids after the Bid/Issue Closing Date.

In terms of the ICDR Regulations, applicants in this Issue are not allowed to withdraw their Bids after the Bid/Issue Closing Date. The allotment of Equity Shares in this Issue and the credit of such Equity Shares to the applicant’s demat account with depository participant could take approximately seven days and up to ten days from the Bid/Issue Closing Date. However, there is no assurance that material adverse changes in the international or national monetary, financial, political or economic conditions or other events in the nature of force

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majeure, material adverse changes in our Company’s business, results of operation or financial condition, or other events affecting the applicant’s decision to invest in the Equity Shares, would not arise between the Bid/Issue Closing Date and the date of allotment of Equity Shares in this Issue. The occurrence of any such events after the Bid/Issue Closing Date could also impact the market price of the Equity Shares. The applicants shall not have the right to withdraw their Bids in the event of any such occurrence without the prior approval of the SEBI. Our Company may complete the allotment of the Equity Shares even if such events may limit the applicants’ ability to sell the Equity Shares after the Issue or cause the trading price of the Equity Shares to decline.

2. Investors in the Equity Shares may not be able to enforce a judgment of a foreign court against our Company, its directors or executive officers.

All Directors and key managerial personnel are residents of India and all or substantial portion of our assets are located in India. As a result, it may be difficult for investors outside India to effect service of process upon us, our directors, executive officers or such experts in countries outside India, including the United States, or enforce, in Indian courts, judgments obtained in foreign courts, against us or such persons or entities. See “Enforcement of Civil Liabilities” beginning on page 7.

3. After this Issue and till Allotment, the price of our Equity Shares may be volatile.

The Issue Price will be determined by us in consultation with the BRLM, based on Bids received in compliance with Chapter VIII of the ICDR Regulations, and it may not necessarily be indicative of the market price of the Equity Shares after this Issue is completed. The trading price of our Equity Shares may fluctuate after this Issue and Allotment due to a variety of factors, including our results of operations and the performance of our business, competitive conditions, general economic, political and social factors, the performance of the Indian and global economy and significant developments in India’s fiscal regime, volatility in the Indian and global securities market, performance of our competitors, the Indian financial services industry and the perception in the market about investments in the financial services industry, changes in the estimates of our performance or recommendations by financial analysts and announcements by us or others regarding contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments. Due to which the market value of an investor’s investment may fluctuate.

In addition, if the stock markets in general experience a loss of investor confidence, the trading price of our Equity Shares could decline for reasons unrelated to our business, financial condition or operating results. The trading price of our Equity Shares might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. Each of these factors, among others, could adversely affect the price of our Equity Shares. There can be no assurance that an active trading market for the Equity Shares will be sustained after this Issue, or that the price at which the Equity Shares have historically traded will correspond to the price at which the Equity Shares are offered in this Issue or the price at which the Equity Shares will trade in the market subsequent to this Issue.

4. Conditions in Indian stock exchanges may affect the price or liquidity of the Equity Shares.

The Indian stock exchanges have, in the past, experienced substantial fluctuations in the prices of their listed securities. The Indian stock exchanges have experienced problems that, if they continue or recur, could affect the market price and liquidity of the securities of Indian companies, including the Equity Shares. Problems in the past included temporary exchange closures to manage extreme market volatility, broker defaults, settlement delays and strikes by brokers. In addition, the governing bodies of the Indian stock exchanges have from time to time imposed restrictions on the trading of certain securities and limitations on price movements and margin requirements. Furthermore, disputes have occurred from time to time between listed companies, stock exchanges and other regulatory bodies, which in some cases may have had a negative effect on market sentiment.

5. There may be less company information available in Indian securities markets than in securities markets in certain other countries.

There is a difference between the level of regulation, disclosure and monitoring of the Indian securities markets and the activities of investors, brokers and other participants in markets in the United Kingdom, the United States and certain other economies. The SEBI is responsible for monitoring, ensuring and improving disclosure and other regulatory standards for the Indian securities markets and has issued regulations and guidelines on disclosure requirements, insider trading and other matters. Investors may, however, have access to less information about our business, results of operations and financial conditions, on an on-going basis, than investors would have in the case of companies subject to reporting requirements of certain other countries.

6. There is no guarantee that the Equity Shares issued pursuant to this Issue will be listed on the Stock Exchanges in a timely manner.

In accordance with Indian law and regulations and the requirements of the Stock Exchanges, in principle and final approvals for listing and trading of the Equity Shares issued pursuant to this Issue will not be applied for or granted until after the Equity Shares have been issued and allotted. Approval for listing and trading will require all relevant documents authorising the issuing of Equity Shares to be submitted. Accordingly, there could be a failure or delay in listing the Equity Shares on the Stock Exchange. If there is a delay in obtaining such approvals, we may not be able to credit the Equity Shares allotted to the investors to their depository participant accounts or assure ownership of such Equity Shares by the investors in any manner promptly after the Closing Date. In any such event, the ownership of the investors over Equity Shares allotted to them and their ability to dispose of any such Equity Shares may be restricted. For further information on issue procedure, see “Issue Procedure” beginning on page 83.

7. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares in an Indian company are generally taxable in India. Any gain realised on the sale of listed Equity Shares on a Stock Exchange held for more than 12 months will not be subject to capital gains tax in India if Securities Transaction Tax (“STT”) has been paid on the transaction. STT will be levied on and collected by a

33

domestic Stock Exchange on which the Equity Shares are sold. Any gain realised on the sale of equity shares held for more than 12 months to an Indian resident, which are sold other than on a recognised Stock Exchange and on which no STT has been paid, will be subject to long term capital gains tax in India. Further, any gain realised on the sale of listed Equity Shares held for a period of 12 months or less will be subject to short term capital gains tax in India. Capital gains arising from the sale of the Equity Shares will be exempt from taxation in India in cases where the exemption from taxation in India is provided under a treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not limit India‘s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the Equity Shares.

8. SEBI operates an index-based market-wide circuit breaker. Any operation of a circuit breaker may adversely affect a shareholder’s ability to sell, or the price at which it can sell, the Equity Shares at a particular point in time.

We are subject to an index-based market-wide circuit breaker generally imposed by SEBI Indian stock exchanges. This may be triggered by an extremely high degree of volatility in the market activity (among other things). The percentage limit on our circuit breaker is set by the stock exchanges based on the historical volatility in the price and trading volume of the Equity Shares. The stock exchanges do not inform us of the percentage limit of the circuit breaker from time to time, and may change it without our knowledge. This circuit breaker effectively limits the upward and downward movements in the price of the Equity Shares. Due to the existence of this circuit breaker, there can be no assurance that shareholders will be able to sell the Equity Shares at their preferred price or at all at any particular point in time.

9. Any future issuance of Equity Shares may dilute the shareholding of investors and any future sales of Equity Shares by our major shareholders may adversely affect the trading price of the Equity Shares.

The future issuance of Equity Shares by our Company, or the disposal of Equity Shares by any of our major shareholders, including by the Promoters, lenders that have received a pledge of our Equity Shares as security and are seeking to enforce such security, or the perception that such issuance or sales may occur, may significantly affect the trading price of the Equity Shares. Except for the restrictions described in the sections “Placement” and “Description of the Shares”, there is no restriction on our ability to issue Equity Shares or the ability of any of our shareholders to dispose of, pledge or otherwise encumber their Equity Shares, and there can be no assurance that we will not issue Equity Shares or that our shareholders will not dispose of, pledge or otherwise encumber their Equity Shares. Future issuances of Equity Shares may dilute the shareholding of the investors and may adversely affect the trading price of the Equity Shares. Subject to applicable law, such securities may also be issued at prices below the then market price of the Equity Shares.

10. An investor will not be able to sell any of the Equity Shares subscribed in this Issue other than on a recognised Indian stock exchange for a period of 12 months from the date of Allotment of the Equity Shares.

Our Company’s Equity Share are currently listed on the BSE and the NSE. Pursuant to the ICDR Regulations, for a period of 12 months from the date of the Allotment of the Equity Shares under this Issue, QIBs subscribing to the Equity Shares may only sell their Equity Shares through Stock Exchange mechanism and may not enter into any off market trading in respect of these Equity Shares. Further, allotment to FVCIs, VCFs and AIFs are subject to applicable rules and regulations, including in relation to lock-in. We cannot be certain that these restrictions will not have an impact on the price and liquidity of the Equity Shares.

11. The ability of the investors to sell Equity Shares that they acquire in this Issue is restricted by the transfer restrictions set forth in the Placement Document.

No actions have been taken by our Company in order to permit a public offering of the Equity Shares in any jurisdiction including India. The Equity Shares are subject to restrictions on transferability and resale. The investors are required to observe these restrictions, which are set forth in this Placement Document under the section titled ‘Transfer Restrictions’ beginning on page 96. Our Company We will not be obligated to recognize any acquisition, transfer or resale of the Equity Shares made other than in compliance with the restrictions set forth herein.

12. Since our Equity Shares are quoted in Indian Rupees in India, investors may be subject to potential losses arising out of exchange rate risk on the Indian Rupee and risks associated with the conversion of Indian Rupee proceeds into foreign currency.

Investors are subject to currency fluctuation risk and convertibility risk since the Equity Shares are quoted in Indian Rupees on the Indian stock exchanges on which they are listed. Dividends on the Equity Shares will also be paid in Indian Rupees. In addition, investors that seek to sell Equity Shares will have to obtain approval from RBI, unless the sale is made on one of the Stock Exchanges or in connection with an offer made under the Takeover Code. The volatility of the Indian Rupee against the U.S. Dollar and other currencies subjects investors who convert funds into Indian Rupees to purchase our Equity Shares to currency fluctuation risks.

13. Sales of our securities by the existing shareholders may lower the prices of shares.

The market price of our Equity Shares could decline as a result of sales of a large number of our Equity Shares or the perception that such sales could occur in the future. Sales by existing shareholders may also make it more difficult for the investors to sell equity shares in the future.

RISKS RELATING TO INDIA AND ABROAD

14. The Public companies in India, including us, shall be required to prepare financial statements under IND-AS.

Our Company is required to prepare their financial statements in accordance with Ind AS for periods beginning on or after April 1, 2017. Given that Ind AS is different in many respects from Indian GAAP under which our financial statements are currently prepared, our financial statements for the period commencing from April 1, 2017 may not be comparable to our historical financial statements. Further,

34

our financial statements have been prepared in accordance with Indian GAAP, the Companies Act and SEBI Listing Regulations. These statements have not been drawn up in accordance with Ind AS and they may be impacted if Ind AS were applied to them.

There can be no assurance that the adoption of Ind AS will not affect our reported results of operations or cash flows. In addition, our management may also have to divert its time and other resources for the successful and timely implementation of Ind AS. Any failure to successfully adopt Ind AS may have an adverse effect on the trading price of our Equity Shares and/or may lead to regulatory action and other legal consequences. Moreover, our transition to Ind AS reporting may be hampered by increasing competition and increased costs for the relatively small number of Ind AS-experienced accounting personnel available as more Indian companies begin to prepare Ind AS financial statements. Any of these factors relating to the use of Ind AS may adversely affect our financial condition, results of operations and cash flows.

We have not attempted to quantify the impact of Ind AS on the financial information included in this Placement Document, nor have we provided a reconciliation of our financial statements to those under Ind AS. Therefore, the impact of the adoption of Ind AS cannot be ascertained at this stage. For further details, see section “Significant differences between Indian GAAP and IND AS” at page 54.

15. Our business and activities may be regulated by the Competition Act, 2002.

The Competition Act, 2002, as amended (“Competition Act”), was enacted for the purpose of preventing practices having an adverse effect on competition in India and has mandated the Competition Commission of India (“CCI”) to regulate such practices. Under the Competition Act, any arrangement, understanding or action, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on competition in India is void and may result in substantial penalties. Any agreement among competitors which directly or indirectly determines purchase or sale prices, directly or indirectly results in bid rigging or collusive bidding, limits or controls production, supply, markets, technical development, investment or the provision of services, or shares the market or source of production or provision of services in any manner, including by way of allocation of geographical area or types of goods or services or number of customers in the relevant market or any other similar way, is presumed to have an appreciable adverse effect on competition in the relevant market in India and shall be void. The Competition Act also prohibits the abuse of dominant position by any enterprise. Further, if it is proved that any contravention committed by a company took place with the consent or connivance or is attributable to any neglect on the part of, any director, manager, secretary or other officer of such company, that person shall be guilty of the contravention and may be punished. It is unclear as to how the Competition Act and the CCI will affect the business environment in India.

Consequently, all agreements entered into by us may fall within the purview of the Competition Act. Further, the CCI has extraterritorial powers and can investigate any agreements, abusive conduct or combination occurring outside India if such agreement, conduct or combination has an appreciable adverse effect on competition in India. The applicability of any provision of the Competition Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due to scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied under the Competition Act, may adversely affect our business, results of operations and prospects.

16. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws and regulations, may adversely affect our business and financial performance.

Our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing, or the promulgation of new laws, rules and regulations applicable to us and our business. Please refer to “Regulations and Policies” on page 70 of this Placement Document for details of the laws currently applicable to us.

There can be no assurance that the Government of India may not implement new regulations and policies which will require us to obtain approvals and licenses from the Government of India and other regulatory bodies or impose onerous requirements and conditions on our operations. Any such changes and the related uncertainties with respect to the applicability, interpretation and implementation of any amendment to, or change to governing laws, regulation or policy in the jurisdictions in which we operate may have a material adverse effect on our business, financial condition and results of operations. In addition, we may have to incur expenditures to comply with the requirements of any new regulations, which may also materially harm our results of operations. Any unfavorable changes to the laws and regulations applicable to us could also subject us to additional liabilities.

The GST is has been implemented with effect from July 1, 2017 and has replaced the indirect taxes on goods and services such as central excise duty, service tax, central sales tax, state value added tax (“VAT”) and surcharge which was previously being collected by the central and state governments. While the complete impact of GST is yet to be ascertained it is expected to increase tax incidence and administrative compliance for companies. For example, our Company will have to claim credit for payments made to our vendors in various states as against claiming credit from the Government. In the event that any of our vendors delay or fail to procure relevant registration from applicable State authorities, we may not be able to claim credit for payments made in such states. Further, we may also be required to make changes in our IT infrastructure and other internal process to adapt to the requirements of GST, once implemented. To ensure compliance with the requirements of the GST laws, we may also need to allocate additional resources, which may increase our regulatory compliance costs and divert management attention. Any increase in our compliance requirements or in our compliance costs may have an adverse effect on our business and results of operations.

As regards GAAR, the provisions have been introduced in the Finance Act, 2012 and has come into effect from April 1, 2017. The GAAR provisions intend to catch arrangements declared as “impermissible avoidance arrangements”, which is any arrangement, the main purpose or one of the main purposes of which is to obtain a tax benefit and which satisfy at least one of the following tests (i) creates rights or obligations which are not ordinarily created between persons dealing at arm’s length; (ii) results, directly or indirectly, in misuse, or abuse,

35

of the provisions of the Income Tax Act, 1961; (iii) lacks commercial substance or is deemed to lack commercial substance, in whole or in part; or (iv) is entered into, or carried out, by means, or in a manner, which are not ordinarily employed for bona fide purposes. If GAAR provisions are invoked, then the tax authorities have wide powers, including denial of tax benefit or a benefit under a tax treaty. As the taxation system is intended to undergo significant overhaul, its consequent effects on the manufacturing sector cannot be determined at present and there can be no assurance that such effects would not adversely affect our business, future financial performance and the trading price of the Equity Shares.

The application of various Indian tax laws, rules and regulations to our business, currently or in the future, is subject to interpretation by the applicable taxation authorities. If such tax laws, rules and regulations are amended, new adverse laws, rules or regulations are adopted or current laws are interpreted adversely to our interests, the results could increase our tax payments (prospectively or retrospectively) and/or subject us to penalties.

We have not determined the impact of these proposed legislations on our business. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy in the jurisdictions in which we operate, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may impact the viability of our current business or restrict our ability to grow our business in the future.

17. We are subject to stringent labour laws and trade union activity. Our business may be affected due to disputes with our labors/employees.

The various geographies in which we operate have stringent labour legislation that protects the interests of workers, including legislation that sets out detailed procedures for discharge of employees and dispute resolution and imposes financial obligations on employers upon employee layoffs. As a result of such stringent labour regulations, it is difficult for us to maintain flexible human resource policies, discharge employees or downsize, which may adversely affect our business, financial condition and results of operations.

In addition to our permanent employees we also employ labour on contract basis and the number of contract labourers may vary from time to time depending on the nature and quantum of work involved. The manufacturing plant located at Nalagarh is registered with trade union for the Company’s full-time employees. We cannot assure you that any disputes, work stoppages or strikes will not arise in the future. Increases in our labour costs and future disputes with our employees could adversely affect our business, financial condition or results of operations.

18. Terrorist attacks, communal disturbances, civil unrest and other acts of violence or war involving India and other countries or the occurrence of natural or man-made disasters may adversely affect the financial markets and our business.

The occurrence of natural disasters, including hurricanes, floods, tsunamis, earthquakes, tornadoes, fires, explosions, pandemic disease and man-made disasters, including acts of terrorism and military actions, may adversely affect our financial condition or results of operations. Terrorist attacks and other acts of violence or war may negatively affect the Indian markets on which our Equity Shares trade and also adversely affect the worldwide financial markets. These acts may also result in a loss of business confidence, and adversely affect our business. In addition, any deterioration in relations between India and its neighboring countries might result in investor concern about stability in the region, which may adversely affect the price of our Equity Shares.

The potential impact of a natural disaster such as the H5N1 “avian flu” virus, or H1N1, the swine flu virus, MERS (Middle East Respiratory Syndrome), Zika, the mosquito virus, on our results of operations and financial position is speculative, and would depend on numerous factors. Although the long-term effect of such diseases cannot currently be predicted, previous occurrences of avian flu, swine flu, MERS and Zika had an adverse effect on the economies of those countries in which they were most prevalent. In the case of any of such diseases, should the virus mutate and lead to human-to-human transmission of the disease, the consequence for our business could be severe. An outbreak of a communicable disease in India or in the particular region in which we operate would adversely affect our business and financial conditions and the result of operations. We cannot assure prospective investors that such events will not occur in the future or that our business, results of operations and financial condition will not be adversely affected.

Some states in India have also witnessed civil unrest including communal disturbances in recent years and it is possible that future civil unrest as well as other adverse social, economic and political events in India may have a negative impact on us. Such incidents may also create a greater perception that investment in Indian companies involves a higher degree of risk and may have an adverse impact on our business and the price of our Equity Shares.

19. Any downgrading of India’s debt rating by an independent agency may harm our ability to raise debt financing.

Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely affect our ability to raise additional financing and the interest rates and other commercial terms at which such additional financing is available. This may have an adverse effect on our capital expenditure plans, business and financial performance.

20. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to attract foreign investors, which may adversely impact the market price of our Equity Shares.

Under the foreign exchange regulations currently in force in India, transfers of shares between non- residents and residents are freely permitted (subject to certain exceptions) if they comply with the pricing and reporting requirements specified by the RBI. If the transfer of shares is not in compliance with such pricing or reporting requirements and does not fall under any of the exceptions, then the prior approval of the RBI will be required. Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign

36

currency and repatriate that foreign currency from India which will require a no objection or a tax clearance certificate from the income tax authority. We cannot assure you that any required approval from the RBI or any other Government agency can be obtained on any particular terms or at all.

21. We or other intermediaries may be required to withhold U.S. tax on payments made on the Equity Shares to certain non-U.S. financial institutions after December 31, 2016.

Under certain provisions of the U.S. Internal Revenue Code (commonly referred to as “FATCA”), we may be subject to a 30% U.S. withholding tax on certain payments we receive unless we enter into an agreement (an “FFI agreement”) with the U.S. Internal Revenue Service (the “IRS”) pursuant to which we may be required to report to the IRS, information about any of our “United States accounts” and comply with certain procedures to be determined by the IRS. We may enter into such an agreement with the IRS and thereby become a participating foreign financial institution (“participating FFI”) unless we otherwise become eligible for an exemption (e.g., pursuant to an intergovernmental agreement between the United States and India). The U.S. Treasury Department and the IRS recently issued regulations that implement certain provisions of FATCA. Under FATCA and the regulations, if we enter into an FFI agreement, we (or another intermediary that is a participating FFI) may be required, pursuant to our FFI agreement, to withhold 30% U.S. withholding tax from any payment made on the Equity Shares after December 31, 2016, to the extent the payment is considered to be a “foreign pass thru payment,” but only if such payment is made to a “foreign financial institution” (which is broadly defined for this purpose and in general includes investment vehicles) that is not a participating FFI. Under current regulations, the term “foreign pass thru payment” is not defined and it is not yet clear whether or to what extent payments on the Equity Shares will be treated as “foreign pass thru payments”. Holders of Equity Shares should consult their own tax advisors regarding the application of FATCA to an investment in the Equity Shares and their ability to obtain a refund of any amounts withheld under FATCA. The above is based on our understanding of FATCA, which is complex new legislation, and its application to us is uncertain at this time.

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MARKET PRICE INFORMATION

Our Equity Shares are listed and traded on BSE and NSE. The closing price of the outstanding Equity Shares on the BSE and NSE on January 3, 2018 are Rs. 468.20 and Rs. 471.70 per Equity Share respectively. The stock market data presented below is given for the BSE and the NSE separately. As on the date of this Placement Document, our Company has 15,672,372 Equity Shares of face value Rs. 10/- each issued subscribed and paid up.

The following tables set forth the reported high, low, the number of Equity Shares traded and the total trading volume on the dates on which such high and low prices were recorded and the average closing prices of the Equity Shares, on the BSE during the fiscal years ended 2016 -17, 2015- 16 and 2014 -15, and the NSE from June 24, 2016 to March 31 2017 since our shares are listed on NSE from June 24, 2016.

The high, low and average market prices of our Equity Shares during the preceding three years BSE

Fiscal Year

High Price

Date of High Price

Volume on

High Price Date

Turnover on High

Price Date

Low Price

Date of Low Price

Volume on Low Price Date

Turnover on Low Price Date

Average Price

during the Year

Volume of Shares Traded

during the Year

Turnover during the

Year

(in Rs) (No of Shares)

(Rs in Lakhs)

(in Rs)

(No of Shares)

(Rs in Lakhs)

(in Rs) (No of Shares)

(Rs in Lakhs)

2016 -17 320.10 7-Jul-16 25,784 80.47 230.40 30-Nov-16 13,411 31.38 273.39 12,45,263 3,442.682015-16 589.00 7-Jan-16 18,200 106.69 197.20 28-Apr-15 10,996 21.77 321.63 39,77,299 13,560.862014 -15 270.60 3-Dec-14 29,844 81.25 60.50 2-May-14 5,591 3.45 168.08 59,42,225 10,937.36

Source: www.bseindia.com

* Average of the daily closing price

(1) High is based on the Daily Closing price. In case the price is the same on 2 dates then the date on which the volume is higher has been considered.

(2) Low is based on the Daily Closing price. In case the price is the same on 2 dates then the date on which the volume is higher has been considered.

The high, low and average market prices of our Equity Shares during the period from June 24, 2016 to March 31, 2017 on NSE

Fiscal Year

High Price

Date of High Price

Volume on

High Price Date

Turnover on High

Price Date

Low Price

Date of Low Price

Volume on Low Price Date

Turnover on Low Price Date

Average Price

during the

Period

Volume of Shares Traded

during the Period

Turnover during

the Period

(in Rs) (No of Shares)

(Rs in Lakhs)

(in Rs) (No of Shares)

(Rs in Lakhs)

(in Rs) (No of Shares)

(Rs in Lakhs)

2016 -17 317.70 7-Jul-16 36,466 113.17 229.65 30-Nov-16 28,261 65.95 270.13 25,97,119 7,053.48

Source: www.nseindia.com

* Average of the daily closing price

(1) High is based on the daily Closing price. In case the price is the same on 2 dates then the date on which the volume is higher has been considered.

(2) Low is based on the daily Closing price. In case the price is the same on 2 dates then the date on which the volume is higher has been considered.

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(iii) The following tables set forth the reported high, low, the number of Equity Shares traded and the total trading volume on the dates on which such high and low prices were recorded and the average closing.

Prices of the Equity Shares, during the last six months:

NSE

Month High Price

Date of High Price

Volume on High

Price Date

Turnover on High

Price Date

Low Price

Date of Low Price

Volume on Low Price Date

Turnover on Low Price Date

Average Price

during the month

Volume of Shares Traded

during the month

Turnover during

the month

(in Rs) (No of Shares)

(Rs in Lakhs)

(in Rs) (No of Shares)

(Rs in Lakhs)

(in Rs) (No of Shares)

(Rs in Lakhs)

Jul-17 398.15 31-Jul-17 248,276 982.27 332.65 3-Jul-17 22,476 73.81 356.09 6,20,970 2,305.53Aug-17 416.20 7-Aug-17 40,643 166.81 385.60 11-Aug-17 36,225 138.94 398.50 8,17,062 3,324.89Sep-17 391.80 1-Sep-17 6,549 25.87 364.80 27-Sep-17 10,429 38.53 379.46 3,77,461 1,445.36Oct-17 399.40 24-Oct-17 1,39,451 559.14 365.20 12-Oct-17 7,087 26.00 384.17 4,04,662 1,585.04Nov-17 519.60 30-Nov-17 27,391 141.98 397.95 14-Nov-17 1,516 60.75 443.40 13,37,395 6,107.23Dec-17 525.20 1-Dec-17 42,171 221.10 457.95 29-Dec-17 13,652 63.16 486.56 3,13,979 1,543.71

Source: www.nseindia.com

* Average of the daily closing price

(1) High is based on the daily Closing price. In case the price is the same on 2 dates then the date on which the volume is higher has been considered.

(2) Low is based on the daily Closing price. In case the price is the same on 2 dates then the date on which the volume is higher has been considered.

BSE

Month High Price

Date of High Price

Volume on High

Price Date

Turnover on High

Price Date

Low Price

Date of Low Price

Volume on Low Price Date

Turnover on Low Price Date

Average Price

during the month

Volume of Shares Traded during

the month

Turnover during the

month

(in Rs) (No of Shares)

(Rs in Lakhs)

(in Rs) (No of Shares)

(Rs in Lakhs)

(in Rs) (No of Shares)

(Rs in Lakhs)

Jul-17 397.65 31-Jul-17 41,269 162.78 332.85 3-Jul-17 1,507 4.94 355.97 2,54,287 906.64Aug-17 413.75 7-Aug-17 8,081 33.12 388.35 10-Aug-17 6,290 24.77 397.66 2,30,425 933.30Sep-17 393.25 1-Sep-17 1,319 5.21 365.30 27-Sep-17 1,642 6.05 378.91 58,105 221.58Oct-17 400 24-Oct-17 22,597 90.96 366.20 12-Oct-17 1,588 5.83 384.10 90,461 353.76Nov-17 517 30-Nov-17 3,403 17.61 398.00 01-Nov-17 2,591 10.31 442.80 1,87,180 849.17Dec-17 522.55 1-Dec-17 2,665 13.90 462.00 29-Dec-17 3,973 18.42 487.56 32,680 159.60

Source: www.bseindia.com

* Average of the daily closing price

(1) High is based on the daily Closing price. In case the price is the same on 2 dates then the date on which the volume is higher has been considered.

(2) Low is based on the daily Closing price. In case the price is the same on 2 dates then the date on which the volume is higher has been considered.

(iv) The following table sets forth the market price on the Stock Exchanges on August 30, 2017, the first working day following the approval of the Board of Directors for the Issue:

Date Market Open High Low Close No. of Trades Total Turnover

Aug 30, 2017 NSE 397.95 400.00 393.00 395.50 9,502 37.77BSE 396.80 399.75 392.15 394.05 5,528 26.15

*Source: www.nseindia.com, www.bseindia.com

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USE OF PROCEEDS

The gross proceeds from the Issue will be Rs. 300 million. The net proceeds from the Issue after deducting fees, commissions and expenses of approximately Rs. 6.32 million, will be approximately Rs. 293.68 million (“Net Proceeds”).

Subject to compliance with applicable laws and regulations our Company intends to use the net proceeds of the Issue primarily for the purpose of capital expenditure for ongoing and future expansion projects, acquisitions, working capital and general corporate purposes and any other purposes as may be permissible under applicable law.

In accordance with the decision of our Company’s Board, our Company’s management will have the flexibility in deploying the net proceeds received by our Company from the Issue. Pending authorization of the Net Proceeds for the purposes described above, our Company intends to temporarily invest the funds in bank deposits, high quality interest/dividend bearing liquid instruments, including money market mutual funds, as approved by the Board in accordance with the investment policy and applicable laws.

Our Promoters or Directors are not making any contribution either as part of the Issue or separately in furtherance of the objects of the Issue.

The Net Proceeds of the Issue are not proposed to be utilised towards any specific project. Accordingly, the disclosure requirements under the SEBI ICDR Regulations with respect to : (i) break-up of cost of the project, (ii) means of financing such project, and (iii) proposed deployment status of the proceeds at each stage of the project, are not applicable.

CAPITALIZATION STATEMENTS

Our authorized capital is Rs. 200 million divided into 20 million Equity Shares of Rs. 10 each. As of the date of this Placement Document, 15.67 million Equity Shares of Rs. 10 each were paid up and outstanding.

The following table sets forth our Company’s capitalization and total debt, on a standalone basis, as on March 31, 2017, and as adjusted to give effect to the Issue. This table should be read with the chapter titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information contained in the chapter titled “Financial Statements” beginning on pages 42 and 118, respectively.

(Rs. In million)

Particulars As of March 31, 2017

Indebtedness Actual (Audited) As Adjusted for the Issue

Long term Borrowings 0.00 0.00Short Term Borrowing 147.31 147.31Total Indebtedness (A) 147.31 147.31

Shareholders’ Funds

Equity Share Capital 156.72 163.32Reserves and Surplus ¹ 1,212.14 1,499.22Total Shareholders’ Funds (B) 1,368.86 1,662.54

(A) + (B) 1,516.17 1,809.85

¹ Reserves and surplus is net of adjustments for estimated issue expenses of approximately Rs. 6.32 million

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CAPITAL STRUCTURE

The share capital of our Company, as on the date of this Placement Document is set forth below:

No. ParticularsAmount (In Rs. million)

Aggregate nominal value

A. Authorised Share Capital

20,000,000 Equity Shares of Rs. 10 each 200.00B. Issued, Subscribed and Paid-Up Share Capital before the Issue

15,672,372 Equity Shares of Rs. 10 each 156.72C. Present Issue in terms of this Placement Document(a)

Issue of 659,300 Equity Shares of Rs. 10 each 6.59D. Issued, Subscribed and Paid-Up Share Capital after the Issue

Equity Shares of Rs. 10 each 163.32E. Securities Premium Account

Before the Issue 230.39After the Issue(b) 517.47

Notes:(a) The Issue has been authorised by the Board of Directors vide a resolution passed at its meeting held on August 29, 2017 and by the

shareholders of our Company vide a special resolution passed pursuant to sections 42 and 62(1)(c) of the Companies Act by way of Postal Ballot on October 15, 2017.

(b) The Securities Premium Account after the Issue is calculated net of adjustments for estimated issue expenses of approximately Rs. 6.32 millions.

NOTES TO THE CAPITAL STRUCTURE

1. History of Equity Share Capital of our Company

The history of the equity share capital of our Company is provided in the following table:

Date of Allotment /Fully Paid-up

No. of EquityShares allotted

Face valueRs.

Issue Price Rs

Nature ofconsideration

Nature of Allotment

15/02/1991 20 100 100.00 Cash Initial Allotment27/09/1991 49,980 100 100.00 Cash Allotment02/12/1993 33,50,000 10 10.00 Cash Public Issue12/10/1994 7,04,600 10 45.00 Cash Preferential Allotment28/10/1994 3,85,000 10 47.50 Cash Preferential Allotment22/04/1995 24,54,048 10 30.00 Cash Right Issue24/03/2008 125,000 10 63.00 Cash Preferential Allotment23/09/2008 67,200 10 10.00 Cash ESOP21/03/2009 2,60,000 10 28.84 Cash Preferential Allotment14/09/2009 3,50,000 10 29.75 Cash Preferential Allotment14/09/2009 48,000 10 10.00 Cash ESOP28/09/2010 54,400 10 10.00 Cash ESOP18/03/2011 3,75,000 10 36.25 Cash Preferential Allotment10/11/2012 4,00,000 10 37.84 Cash Preferential Allotment30/05/2014 3,75,000 10 53.60 Cash Preferential Allotment10/11/2014 4,00,000 10 53.23 Cash Preferential Allotment30/06/2015 6,00,000 10 53.23 Cash Preferential Allotment14/01/2016 52,24,124 10 10.00 Other than Cash Bonus Issue

2. Equity Shares issued for consideration other than cash by our Company

In the last one year preceding the date of this Placement Document, our Company has not issued any Equity Shares for consideration other than cash.

3. Issuance of Foreign Currency Convertible Bonds (FCCB) by our Company

Our Company has not issued any Foreign Currency Convertible Bonds.

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DIVIDEND POLICY

Under the Companies Act, an Indian company may pay dividend only upon a recommendation by its board of directors and approval by a majority of its shareholders at the annual general meeting. As permitted by the Articles of Association of our Company, the Board declares and pays interim dividends. Under the Companies Act, a company may pay dividends only out of its profits in the year in which the dividend is declared or out of the undistributed profits or reserves of prior fiscal years or out of both.

The following table sets forth details regarding the dividend paid on a standalone basis by our Company on the Equity shares for Fiscal Years 2017, 2016 and 2015:

ParticularsFiscal Year

2016-2017

Fiscal Year

2015-2016

Fiscal Year

2014-2015

Face Value of Equity Shares (Rs. per share) 10.00 10.00 10.00

Dividend on Equity Shares* (Rs. per share) 6.00 6.00 4.00

Total Dividend on Equity Shares* (Rs. in million) 94.03 73.14 39.39

Dividend Distribution Tax (Rs. in million) 19.14 14.96 7.88

Dividend Payout Ratio (%) ** 36.06% 35.05% 29.90%

*Actual dividend paid for the financial year

** Dividend per share divided by earning per share

Future Dividends

Our Company has no formal policy relating to payment of dividends. The amounts paid or not paid as dividends in the past are not necessarily indicative of the dividend policy of our Company or dividend amounts, if any, in the future. The form, frequency and amount of future dividends will depend on our revenues, cash flows, financial condition (including capital position) and other factors.

For a summary of certain Indian tax consequences of dividend distributions to shareholders, see the chapter titled “Taxation” beginning on page 105.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Financial Statements are prepared in conformity with Indian GAAP. Indian GAAP differs in certain significant respects from IFRS, U.S. GAAP and other accounting principles and auditing standards in other countries with which prospective investors may be familiar. The degrees to which the financial statements included in this Placement Document will provide meaningful information, is dependent on the reader’s level of familiarity with Indian accounting practices, Indian GAAP, the Companies Act and the SEBI regulations. Any reliance on the financial disclosures presented in this Placement Document by persons not familiar with these Indian practices, law and rules should be limited. We have not attempted to explain these differences or quantify their impact on the financial data included herein, and we urge you to consult your own advisors regarding such differences and their impact on the financial data herein. Our actual results and the timing of selected events could differ materially from those anticipated in forward-looking statements contained in this discussion as a result of various factors, including those set forth under “Risk Factors” on page 27 and elsewhere in this Placement Document. See the section titled “Forward Looking Statements” on page 10. Please refer to this section in conjunction with the chapters “Financial Statements” and “Risk Factors” beginning on pages 118 and 27 respectively. Our Fiscal ends on March 31st of each year, so all references to a particular “Fiscal” are to the 12- month period ended March 31st of that Fiscal which have been prepared on a consolidated basis in accordance with Indian GAAP, the accounting standards referred to in Section 113 of the Companies Act, 1956, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013, as applicable. In addition, this discussion relates to the Unaudited Interim Financial results of our Company on a standalone basis for the six months period ended September 30, 2017 prepared in accordance with Ind AS, which have been subjected to a limited review.

OVERVIEW:

We are a vertically integrated company, involved in development, research, manufacturing, marketing and commercializing of printing machines, spare parts and associated consumables (ink). Our Company is one of India’s leading Coding and Marking solutions provider for printing variable information such as batch numbers, manufacturing and expiry dates, maximum retail prices, serial numbers, special markings, logos, company names and barcodes. Our product line includes Continuous Inkjet Printer (CIJ), Large Character Drop on Demand Printer (LCP), Thermal Ink Coders, Thermal Transfer Over Printer (TTO), Laser Coders, Thermal Inkjet Printer, High Resolution Piezo Ink jet Printer and related consumables (ink/ fluids) and spare parts. We provide our goods and services to a wide range of manufacturing industries including Personal Care, Food & Beverages, Pharmaceuticals, Construction Materials, Cables, Wires & Pipes, Metals, Automotive & Electronics, Agro-chemicals, and Chemicals & Petrochemicals amongst others.

The summary of our Standalone Financial performance is given below (Rs. in Million):

FINANCIAL YEAR 2016-17 2015-16 2014-15 2013-14 2012-13

Revenue from Operations (Net) 1473.5 1345.2 1129.2 910.6 798.2Profit Before Tax 340.9 342.7 269.4 193.6 150.4Profit After Tax 260.8 264.5 191.5 141.1 124.4Net Worth 1368.9 1220.1 1018.4 846.7 719.9Earning Per Equity Share (Face Value Rs. 10/- each) 16.64 17.12 13.38* 15.55 14.09Dividend Per Equity Share (Face Value Rs. 10/- each) 6.00 6.00 4.00 2.50 2.00

*Adjusted for issuance of Bonus Shares

Factors Affecting Our Results of Operations

Our financial condition and results are affected by numerous factors including the following:

Certain Factors Affecting our Results of Operations

Our results of operations are affected by a variety of factors that have affected our results in the past and may affect our results in the future.

Activity level in the Coding & Marking industry in India and abroad

The industry of Coding and Marking is driven by legal requirements to provide product information to customers, printing specifications, ISI logo and Company logo; inventory control by reduction in wastage of packaging material and printing on the production line; traceability of products by date of manufacture, batch numbers, shift numbers, and real time-date and ensuring quality control, counterfeit prevention, marketing promotion by printing variable information and logos.

Overall the industry growth is closely co-related to packaging industry growth and the manufacturing sector growth as a whole. Indian Coding Industry is estimated at Rs 10,000 -11,000 Million as of FY2017. The Indian Coding & Marking industry has reached a level of maturity and acceptance across applications and is dominated value-wise by 4 players with our Company being amongst them. Industry has witnessed consistent growth of 15%+ over the last decade and is estimated to grow at similar rates approximately 10-15% revenue growth in the near future. This growth rate is expected to double the GDP growth in few years.

Our ability to execute the contracts in a successful manner

Our Company has entered into various long term and short term contracts with various PSUs, and other multinational companies. The industries in which we operate have limited large players. Procuring repeat contracts from such customers is essential to ensure that our Company is able to maintain the steady growth and presence in the market. A good track record is also a vital criteria for the bidding process under which we get most of our contracts. Failure to perform our existing contracts to the satisfaction of such customers may lead to stoppage of contracts from existing customers as well as limit our chances to procure new customers, ultimately adversely affecting our financial performance and results of operations.

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Our ability to successfully conduct our business

For more information on these and other factors/developments which have or may affect us, please refer to sections titled “Risk Factors”, “Industry” and “Our Business” beginning on pages 27, 61 and 64 respectively.

Our Company provides its customers the ability to code, mark, and address, decorate or personalize their products:

Ø In-line in the manufacturing process and under all manufacturing conditions and

Ø Adding fully variable alpha numeric, graphics and machine readable codes to products or packaging in real time.

Our Company has modern production facilities located at Nalagarh and Guwahati. Our Company manufactures printers for printing variable information and thereafter also sells their consumables, preventive & breakdown services, filters, spare parts, etc. Your Company’s product portfolio includes:

Ø Continuous Inkjet Printers (CIJ)

Ø Drop-on-Demand Valvejet Printers (LCP)

Ø Thermal Transfer Over-printers (TTO)

Ø Thermal Drop-on-Demand Inkjet Printers (TIJ)

Ø Laser Coders

Ø Thermal Ink Coders

Ø High Resolution Piezo Drop-on-Demand Inkjet Printers (HR) and

Ø Related consumables and spares.

Within the equipment segment, CIJ printers have been growing at a stable rate of 7-8% annually. However, increasing adoption of TIJ, TTO, and LCP printers is expected to drive the industry growth higher.

Statement of Significant Accounting Policies:

1. SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

The Accounts have been prepared as a going concern under historical cost convention in accordance with the generally accepted accounting principles in India and the provisions of the Companies Act, 2013.

B. FIXED ASSETS:

All Fixed Assets are valued at their original cost which includes expenditure incurred in acquisition and construction / installation and other related expenses including duties and other non-refundable taxes or levies, any directly attributable cost of bringing the asset to its working condition. Capital work in progress is carried at cost comprising of direct cost and related incidental expenses.

C. INTANGIBLE ASSETS:

Intangible assets that are acquired by the company are measured initially at cost. After initial recognition, an intangible asset is carried at its cost less any accumulated amortisation and any accumulated impairment loss. Subsequent expenditure is capitalised only when it increases the future economic benefits from the specific asset to which it relates.

Amortisation has been carried on straight line basis assuming the useful estimated life.

D. INVESTMENTS:

Investments are stated at cost as the same are Long Term Investments. A provision for diminution is made to recognize a decline, other than temporary, in the value of Long Term Investments.

E. INVENTORIES:

Inventories are valued on Weighted Average basis as under: a) Raw material and components are valued at lower of Cost or Net Realizable Value. b) Work in progress is valued at Cost. c) Finished Goods are valued at lower of Cost or Net Realizable Value. d) Stores, spares and consumables are valued at Cost. e) Goods in transit are valued at Cost. f) Cost of manufactured goods is ascertained at cost plus appropriate share of overheads. The management has written off the cost of machines & spares given on rental basis on the basis of evaluation of its usage of the finished product to bring the same to its realizable market value.

F. DEPRECIATION:

Depreciation on fixed assets has been provided on Straight Line basis at the rates prescribed in Schedule II of the Companies Act, 2013. Intangible Assets are amortized on straight line basis over the estimated economic useful life.

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G. IMPAIRMENT OF ASSETS:

The Company on an annual basis makes an assessment of any indicator that may lead to “Impairment of Assets”. If any such indications exist, the Company estimates the recoverable amount of the assets. If such recoverable amount is less than the carrying amount of the assets, than the carrying amount is reduced to its recoverable amount by treating the difference between them as impairment loss and the same is charged to Profit & Loss Account.

H. REVENUE RECOGNITION:

Sales are net of returns and claims. Income and expenditure are recognized on accrual basis. Revenue from contracts priced on a time and material basis are recognized when services are rendered and related costs are incurred. Revenue from maintenance contracts are recognized pro-rata over the period of the contract. Other operating revenue includes the Sales tax rebate / remission etc.

I. GOVERNMENT GRANTS:

Grants and subsidies from the Government are recognised when there is reasonable assurance that the grant / subsidy will be received and all the prescribed conditions will be complied with. When the grant or subsidy relates to an expense item, it is recognised as income over the periods necessary to match them on a systematic basis to the costs which is intended to compensate. Where the grant or subsidy relates to an asset, its value is deducted in arriving at the carrying amount of the related asset. Government grant in the nature of the promoters contribution is credited to the capital subsidy reserve.

J. FOREIGN CURRENCY TRANSACTIONS:

Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction or that approximates the actual rate at the date of the transaction. Monetary items denominated in foreign currencies at the year end are restated at year end rates. Any income or expense on account of exchange difference either on settlement or on translation is recognized in the Profit and Loss account.

K. EMPLOYEE BENEFITS:

Defined Contribution Plan: Contributions to the Employees Regional Provident Funds is recognized as Defined Contribution plan and charged as expenses in the year in which the employees render the services. Defined Benefit Plan: Retirement benefits in the form of Gratuity and Leave Encashment are considered as Defined Benefit Plan and determined on actuarial valuation using the Projected Unit Credit Method, as at the date of the Balance Sheet. Actuarial Gains / Losses, if any, are immediately recognized in the Statement of Profit and Loss. The employee benefits with regards to both Leave Encashment and Gratuity are unfunded.

L. BORROWING COSTS:

Borrowing Costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to profit and loss account.

M. 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 Notes to Accounts. Contingent Assets are neither recognized nor disclosed in financial statements.

N. TAXATION:

The Current charge for income taxes is calculated in accordance with the relevant tax regulations, past assessments & legal opinion sought by the Company. Deferred-tax assets and liabilities are recognized for future tax consequences attributable to the timing differences that result between the profit offered for income tax and the profit as per the financial statements. Deferred tax assets and liabilities are measured as per the tax rates/laws that have been enacted or substantively enacted by the Balance Sheet date. Minimum Alternate Tax (MAT) credit is recognised as an asset only when and to the extent that there is convincing evidence that the Company will pay income tax under the normal provisions during the specified period, resulting in utilization of MAT credit. In the year in which the MAT credit becomes eligible to be recognised as an asset in accordance with the recommendations contained in the Guidance Note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the statement of Profit & Loss and shown as MAT Credit Entitlement.

O. USE OF ESTIMATES:

The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Differences between actual results and estimates are recognized in the period in which the results are known / materialized.

P. EARNINGS PER SHARE:

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Earning considered in ascertaining the Company’s earnings per share is the net profit for the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

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Components of our Revenue and Expenses

Sales are net of returns and claims. Income and expenditure are recognized on accrual basis. Revenue from contracts priced on a time and material basis are recognized when services are rendered and related costs are incurred. Revenue from maintenance contracts are recognized pro-rata over the period of the contract.

Components of our Revenue

The components of our revenue also expressed as a percentage of our total revenue, as reflected in our Consolidated audited financial statements for Fiscal 2017, Fiscal 2016 and Fiscal 2015 is as follows:

COMPONENTS OF OUR REVENUE

Particulars Year ended 31.03.2017 Year ended 31.03.2016 Year ended 31.03.2015

Amount (in Rs. million)

As % of Total Income

Amount (in Rs. million)

As % of Total Income

Amount (in Rs. million)

As % of Total Income

(A)Sale of Products comprises:

Manufactured Goods

Coding & Marking Systems 265.99 17.97% 260.99 19.32% 237.91 20.83%Consumables, Spares & Others 963.16 65.06% 910.46 67.40% 634.52 55.56%Total - Sale of Manufactured Goods 1229.15 83.03% 1171.45 86.73% 872.43 76.39%Traded Goods

Coding & Marking Systems 5.77 0.39% 3.94 0.29% 4.93 0.43%Consumables, Spares & Others 92.39 6.24% 104.14 7.71% 206.2 18.05%Total - Sale of Traded Goods 98.16 6.63% 108.09 8.00% 211.13 18.48%Sale of Services 129.89 8.77% 107.37 7.95% 70.47 6.17%OTHER OPERATING REVENUES

Duty Drawback Receipts 0.3 0.02% 0.88 0.07% 0.34 0.03%Remission on Sales Tax 20.07 1.36% 14.39 1.07% 0 0.00%Sale of Scrap 1.25 0.08% 0.17 0.01% 0.63 0.06%Total - Other Operating Revenues 21.62 1.46% 15.44 1.14% 0.97 0.09%TOTAL REVENUE FROM OPERATION

1479.82 99.89% 1402.35 103.82% 1155.01 101.13%

Less: Excise duty -5.34 -0.36% -57.13 -4.23% -25.78 -2.26%(A) NET REVENUE FROM OPERATION

1474.48 99.53% 1345.22 99.59% 1129.23 98.87%

(B) OTHER INCOME

Interest 3.99 0.27% 0.41 0.03% 0.28 0.02%Dividend from Long Term Investments

0.18 0.01% 0.9 0.07% 3.16 0.28%

Misc. Receipts 0.01 0.00% 0.21 0.02% 0 0.00%Profit on Sale of Fixed Assets (Net) 0.02 0.00% 0 0.00% 1.02 0.09%Gain on Foreign Exchange Fluctuations

2.73 0.18% 0 0.00% 2.45 0.21%

Excess provisions written back 0.00 0.00 4.00 0.00 6.00 0.01TOTAL OTHER INCOME(B) 6.93 0.47% 5.52 0.41% 12.91 1.13%TOTAL INCOME (A+B) 1481.41 100.00% 1350.74 100.00% 1142.14 100.00%

IncomeOur total income comprises of revenue from operations carried out by our Company and its Subsidiary and other income.Income from OperationsOur Income from operations substantially comprises of sale of Printers on outright basis, Printers on Rent and on Cost per Print basis, sale of consumables like Inkjet fluids, Ribbons and Ink-rolls, Annual Maintenance Services.Other IncomeIncome from other income comprises of dividend income, interest income and insurance claims. Dividend on investments is recognized when the right to receive the same is established by the balance sheet date. Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Claims including insurance claims are accounted when there is a reasonable certainty of the claim amount. Income from other services is accounted on accrual basis as per the terms of the relevant agreement. Transactions denominated in Foreign Currencies are recorded at rate prevailing on a date of transaction.

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Expenses

Components of our Expenses

The components of our expenses also expressed as a percentage of our total revenue, as reflected in our Consolidated audited financial statements for the Fiscal 2017, Fiscal 2016 and Fiscal 2015 is as follows:

COMPONENTS OF OUR EXPENSESYear ended 31.03.2017 Year ended 31.03.2016 Year ended 31.03.2015

Particulars Amount (in Rs. million)

As % of Total Income

Amount (in Rs. million)

As % of Total Income

Amount (in Rs. million)

As % of Total Income

Total Income 1480.41 100% 1350.74 100.00% 1142.14 100.00%COST OF MATERIALS CONSUMEDOpening Stock 340.00 22.97% 299.33 22.16% 259.50 22.72%Add: Purchases 512.29 34.60% 416.97 30.87% 355.82 31.15%

852.29 57.57% 716.30 53.03% 615.32 53.87%Less: Closing stock 452.85 30.59% 340.00 25.17% 299.33 26.21%Cost of Material Consumed 399.44 26.98% 376.30 27.86% 315.99 27.67%PURCHASE OF STOCK-IN-TRADEDetails of Purchase of Traded Goods:Coding & Marking Systems 9.55 0.65% 16.73 1.24% 28.52 2.50%Consumables, Spares, Raw Materials & Others

55.18 3.72% 86.44 6.40% 133.93 11.73%

Purchase of Traded Goods 64.73 4.37% 103.17 7.64% 162.45 14.22%MANUFACTURING & OPERATING COSTS

0.00%

Power & Fuel Expenses 3.86 0.26% 4.21 0.31% 1.55 0.14%Other Manufacturing Expenses 20.18 1.36% 15.72 1.16% 5.71 0.50%Royalty/Technical Services Expenses 54.75 3.70% 66.57 4.93% 58.73 5.14%M&O Cost 78.79 5.32% 86.50 6.40% 65.99 5.78%CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-INPROGRESS AND STOCK-INTRADEInventories at the end of the year: 0.00%Work-in-Process 10.93 0.74% 25.70 1.90% 36.61 3.21%Stock-in-Trade 132.23 8.93% 144.20 10.68% 137.51 12.04%Finished Goods 66.58 4.50% 95.86 7.10% 65.03 5.69%Total 209.74 14.17% 265.76 19.68% 239.15 20.94%Inventories at the beginning of the year:Work-in-Process 25.70 1.74% 36.61 2.71% 30.10 2.64%Stock-in-Trade 144.20 9.74% 137.51 10.18% 84.38 7.39%Finished Goods 95.86 6.48% 65.03 4.81% 53.30 4.67%Total 265.76 17.96% 239.15 17.71% 167.78 14.69%Net (Increase)/Decrease 56.02 3.79% -26.62 -1.97% -71.37 -6.25%Operating Expenses (A) 598.98 40.46% 539.35 39.93% 473.06 41.42%EMPLOYEE BENEFIT EXPENSESSalaries, Wages and Bonus 239.60 16.18% 220.77 16.34% 178.11 15.59%Contribution to Provident and Other funds

9.69 0.65% 7.96 0.59% 5.67 0.50%

Staff Welfare Expenses 10.92 0.74% 16.55 1.23% 12.70 1.11%Commission to Directors 17.00 1.15% 17.00 1.26% 17.00 1.49%Total EMPLOYEE BENEFIT EXPENSES (B)

277.21 18.72% 262.28 19.42% 213.48 18.69%

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COMPONENTS OF OUR EXPENSESYear ended 31.03.2017 Year ended 31.03.2016 Year ended 31.03.2015

Particulars Amount (in Rs. million)

As % of Total Income

Amount (in Rs. million)

As % of Total Income

Amount (in Rs. million)

As % of Total Income

FINANCE COSTS

Interest on Cash Credit & Others 11.07 0.75% 13.67 1.01% 8.85 0.77%Bank Commission & Charges 2.06 0.14% 2.65 0.20% 1.57 0.14%Interest Subsidy -2.52 -0.17%Interest on Vehicle Loan 0.00 0.00% 0.03 0.00% 0.05 0.00%FINANCE COSTS( C) 10.59 0.72% 16.35 1.21% 10.47 0.92%

Depreciation and Amortization expenses (D)

39.78 2.69% 28.83 2.13% 21.41 1.87%

OTHER EXPENSES

Rent 15.67 1.06% 13.82 1.02% 11.67 1.02%Rates & Taxes 4.43 0.30% 4.36 0.32% 2.31 0.20%Printing & Stationery 5.87 0.40% 6.69 0.49% 4.08 0.36%Auditor’s Remuneration 2.89 0.20% 2.88 0.21% 2.20 0.19%Legal Charges 7.26 0.49% 11.17 0.83% 20.54 1.80%Professional Consultancy Charges 27.81 1.88% 18.16 1.34% 17.76 1.55%Directors Meeting Fees 0.58 0.04% 0.66 0.05% 0.40 0.04%Communication Charges 9.72 0.66% 9.80 0.73% 7.12 0.62%Insurance Charges 0.41 0.03% 0.68 0.05% 0.47 0.04%Conveyance Expenses 11.54 0.78% 12.00 0.89% 11.70 1.02%Loss on Sale of Fixed Assets (Net) 0.00 0.00% 0.20 0.01% 0.00 0.00%General Expenses 10.46 0.71% 10.58 0.78% 5.63 0.49%Vehicle Expenses 5.02 0.34% 5.25 0.39% 4.35 0.38%Repairs to Building 3.78 0.26% 1.40 0.10% 1.56 0.14%Repairs to Plant & Machinery 7.39 0.50% 3.25 0.24% 2.07 0.18%Repairs & Maintenance - Others 6.05 0.41% 4.50 0.33% 5.66 0.50%Electricity Charges 4.36 0.29% 3.64 0.27% 3.44 0.30%Travelling Expenses 40.98 2.77% 34.93 2.59% 31.11 2.72%Sales and Market Promotion Expenses

11.30 0.76% 12.05 0.89% 6.74 0.59%

Freight & Other Expenses 34.12 2.30% 21.90 1.62% 19.59 1.72%Corporate Social Responsibility Expenses

3.95 0.27% 4.10 0.30% 0.42 0.04%

Loss on Foreign Exchange Fluctuations (Net)

0.00 0.00% 1.24 0.09% 0.00 0.00%

Preliminary Expenses Written Off 0.04 0.00% 0.04 0.00% 0.04 0.00%Bad Debts Written Off (Net) 1.83 0.12% 3.81 0.28% 11.30 0.99%Wealth Tax 0.00 0.00% 0.00 0.00% 0.32 0.03%Total Other Expenses (E) 215.46 14.55% 187.11 13.85% 170.48 14.93%

TOTAL EXPENSES (A+B+C+D+E)

1142.02 77.14% 1033.92 76.55% 888.90 77.83%

48

ExpensesOur expenses comprise of operating expenses, employee benefits expenses, finance cost, depreciation and amortization and other expenses.Operating ExpensesOur Operating Expenses include expenses Raw Material, Consumables, Spares, Purchase & Traded Goods, Power & Fuel Expenses, Royalty/Technical Services Expenses and manufacturing expenses. Our operating expenses constituted for 40.46%, 39.93% and 41.42% of our total revenue for Fiscal 2017, Fiscal 2016 and Fiscal 2015 respectively.Employee Benefits ExpensesDefined Contribution Plan: Contributions to the Employees Regional Provident Funds is recognized as Defined Contribution plan and charged as expenses in the year in which the employees render the services. Defined Benefit Plan: Retirement benefits in the form of Gratuity and Leave Encashment are considered as Defined Benefit Plan and determined on actuarial valuation using the Projected Unit Credit Method, as at the date of the Balance Sheet. Actuarial Gains / Losses, if any, are immediately recognized in the Statement of Profit and Loss. The employee benefits with regards to both Leave Encashment and Gratuity are unfunded.

Finance CostOur Finance Cost comprises of interest expenses on our borrowing and debt facilities and other borrowing costs like loan processing costs and other finance costs of lenders. Our finance costs accounted for 0.72%, 1.21% and 0.92% of our total revenue for Fiscal 2017, 2016 and 2015 respectively.

Depreciation and Amortization expensesOur fixed assets are stated at cost less accumulated depreciation and impairment losses, if any. Exchange differences arising on repayment of foreign currency loans and year end translation of foreign currency loans relating to acquisition of depreciable assets are adjusted to carrying cost of the respective fixed assets. Our depreciation and amortization expenses accounted for 2.69%, 2.13% and 1.87% of our total revenue for the Fiscals 2017, 2016 and 2015 respectively.

Other expensesOur other expenses include rent, payment to auditors, repairs and maintenance of office premises, insurance, loss on foreign currency transactions, legal, professional and consultancy expenses, communication expenses, conveyance, car hire, travelling, advertisement, loss on sale of assets, bad debts and other amounts written off, provision for doubtful debts and other miscellaneous expenses. Our other expenses accounted for 14.55%, 13.85% and 14.93% of our total revenue for Fiscals 2017, 2016 and 2015 respectively.

Summary of Consolidated Audited Profit & Loss Account

Particulars Year ended 31.03.2017 Year ended 31.03.2016 Year ended 31.03.2015

Amount (in Rs. million)

As % of Total Income

Amount (in Rs. million)

As % of Total Income

Amount (in Rs. million)

As % of Total Income

INCOME

Revenue From Operations [Gross] 1478.83 99.89% 1402.35 103.82% 1155.01 101.13%Less: Excise/Service Tax/Other Levies

5.34 0.36% 57.13 4.23% 25.78 2.26%

Revenue From Operations [Net] 1473.49 99.53% 1345.22 99.59% 1129.23 98.87%

Other Income 6.93 0.47% 5.52 0.41% 12.91 1.13%Total Revenue 1480.42 100.00% 1350.74 100.00% 1142.14 100.00%

EXPENSES

Cost Of Materials Consumed 399.44 26.98% 376.3 27.86% 315.99 27.67%Purchase Of Stock-In Trade 64.73 4.37% 103.17 7.64% 162.45 14.22%Operating And Direct Expenses 78.79 5.32% 86.5 6.40% 65.99 5.78%Changes In Inventories Of FG,WIP And Stock-In Trade

56.02 3.78% -26.62 -1.97% -71.38 -6.25%

Employee Benefit Expenses 277.22 18.73% 262.28 19.42% 213.48 18.69%Finance Costs 10.59 0.72% 16.35 1.21% 10.47 0.92%Depreciation And Amortization Expenses

39.78 2.69% 28.83 2.13% 21.41 1.87%

Other Expenses 215.46 14.55% 187.11 13.85% 170.48 14.93%Total Expenses 1142.03 77.14% 1033.92 76.54% 888.9 77.83%

Profit/Loss Before Exceptional, Extraordinary Items And Tax

338.39 22.86% 316.82 23.46% 253.24 22.17%

49

Particulars Year ended 31.03.2017 Year ended 31.03.2016 Year ended 31.03.2015

Amount (in Rs. million)

As % of Total Income

Amount (in Rs. million)

As % of Total Income

Amount (in Rs. million)

As % of Total Income

Exceptional Items -3.33 -0.23% 16.10 1.19% 23.39 2.05%Extraordinary Adjustments 2.89 0.20% 6.74 0.50% -10.09 -0.88%Profit/Loss Before Tax 337.95 22.83% 339.66 25.15% 266.54 23.34%

Tax Expenses-Continued OperationsCurrent Tax 75.50 5.10% 74.00 5.48% 79.00 6.92%Deferred Tax 4.61 0.31% 4.19 0.31% -1.12 -0.10%Total Tax Expenses 80.11 5.41% 78.19 5.79% 77.88 6.82%

Profit/Loss After Tax 257.84 17.42% 261.47 19.36% 188.66 16.52%Balance Amount Available for Appropriation

257.84 17.42% 261.47 19.36% 188.66 16.52%

OTHER ADDITIONAL INFORMATION

EARNINGS RS PER EQUITY SHARE OF RS 10 EACH

Basic EPS (Rs.) 16.45 16.92 13.18Diluted EPS (Rs.) 16.45 16.68 12.65

* Adjusted for Issuance of Bonus shares

Fiscal 2017 compared to Fiscal 2016

Income from Operations (Net)

Our net income from operations for the year ended March 31, 2017 was Rs 1473.49 Million as against Rs. 1345.21 million for the previous year recording an Increment of 9.53%.

Net gain on derivative translation

Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

Other Income

Our other income is primarily comprised of interest on term deposits, other non-operating income viz. dividend received on long term current investments, rental income, gain on foreign currency translation, etc. For the year ended March 31, 2017 our other income was Rs 6.93 million as against Rs.5.521 Million for the previous year recording an increase of 25.54%. This is primarily because of increase in interest income on term deposits and favourable foreign exchange fluctuation, partly offset by lower dividend Income etc.

Expenditures:

Operating Expenses

Operating cost for the year ended March 31, 2017 was Rs 598.98 Million, increase of 11.05% over previous year’s figure of Rs. 539.36 Million. This is primarily because of 9.53% Increment in revenue generation against the previous year’s figure.

Employee Benefit Expenses

Employees Benefit Expenses for the Fiscal 2017 were Rs 277.21 Million, an increase of 5.69 % over previous year’s figure of Rs 262.28 Million. This is largely on account of normal increase in Salaries, Wages and Bonus, Contribution to Provident funds and Staff Welfare Expenses.

Financial Costs

Our financial costs for Fiscal 2017 were Rs 10.59 Million, decreasing 35.22% from previous year’s figure of Rs.16.35 Million. During the fiscal year 2017 decrease in cost on account of decrease in short term borrowings and receipt of interest subsidy.

Depreciation & Amortization

Our depreciation & amortization for the year ended March 31, 2017 was Rs. 39.78 Million vis-à-vis previous year’s figure of Rs. 28.83 Million, Increase in Depreciation is on account of capitalization of Guwahati Plant in May, 25, 2015 and Capitalization of SAP Software in April 01, 2016. Therefore, our depreciation has been increased by 37.98% in Fiscal 2017.Other ExpensesOur other expenses for Fiscal 2017 were Rs 215.46 Million, increasing 15.15% from previous year’s figure of Rs.187.11 Million. During the fiscal year 2017 Increase in cost on account of increase in revenue of business operations

50

PAT (after extraordinary income/ (loss) but before Minority Interest)For the year ended March 31, 2017, the Company on a consolidated basis earned net Profit of Rs. 257.84 million decreasing 1.4% from previous year’s Profit of Rs 261.47 million majorly on account of expansion of business and increase in cost.Fiscal 2016 compared to Fiscal 2015

Income from Operations (Net)Our net income from operations for the year ended March 31, 2016 was Rs 1345.21 Million as against Rs. 1129.23 million for the previous year recording an Increment of 19.13%.Net gain on derivative translationCompany did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.Other IncomeOur other income is primarily comprised of interest on term deposits, other non-operating income viz. dividend received on long term current investments, rental income, gain on foreign currency translation, etc. For the year ended March 31, 2016 our other income was Rs 5.52 million as against Rs.12.91 Million for the previous year recording a reduction of 57.21%. This is primarily because of the no gain on foreign currency, less dividends on long term investment and no fixed asset sale.Expenditures:

Operating ExpensesOperating cost for the year ended March 31, 2016 was Rs 539.36 Million, increase of 14.01% over previous year’s figure of Rs. 473.06 Million. This is primarily because of 18.26% Increment in revenue generation against the previous year’s figure.Employee Benefit ExpensesEmployees Benefit Expenses for the Fiscal 2016 were Rs 262.28 Million, an increase of 22.85 % over previous year’s figure of Rs 213.48 Million. This is largely on account of normal increase in Salaries, Wages and Bonus, Contribution to Provident funds and Staff Welfare Expenses.Financial CostsOur financial costs for Fiscal 2016 were Rs 16.35 Million, increasing 56.16% from previous year’s figure of Rs.10.47 Million. During the fiscal year 2016 Increase in cost on account of increase in short term borrowings for acceleration of business operations.Depreciation & AmortizationOur depreciation & amortization for the year ended March 31, 2016 was Rs. 28.83 Million vis-à-vis previous year’s figure of Rs. 21.41 Million, Increase in Depreciation is on account of capitalization of Guwahati Plant in May, 25, 2015. Therefore, our depreciation has been increased by 34.66% in Fiscal 2016.Other ExpensesOur other expenses for Fiscal 2016 were Rs 187.11 Million, increasing 9.76% from previous year’s figure of Rs.170.48 Million. During the fiscal year 2016 Increase in cost on account of increase in revenue of business operationsPAT (after extraordinary income/ (loss) but before Minority Interest)For the year ended March 31, 2016, the Company on a consolidated basis earned net Profit of Rs. 261.47 million increasing 38.59% from previous year’s Profit of Rs 188.66 Million majorly on account of expansion of business.Summary of Cash Flow

Below is the table of selected information from our Company’s consolidated audited statement of cash flows for the Fiscals 2017, 2016 and 2015:Particulars Year ended

31 March 2017 Amount Rs. in

Million

Year ended 31 March 2016 Amount Rs. in

Million

Year ended 31 March 2015 Amount Rs. in

MillionNet Profit/Loss Before Extraordinary Items And Tax 335.06 332.92 276.63Net Cash Flow From Operating Activities 157.59 83.75 85.13Net Cash Used In Investing Activities (84.13) (58.65) (81.30)Net Cash Used From Financing Activities (79.34) (16.88) (1.50)Net Inc./Dec In Cash And Cash Equivalents (5.88) 8.22 2.33Cash And Cash Equivalents Begin of Year 18.30 10.08 7.75Cash And Cash Equivalents End Of Year 12.42 18.30 10.08

Summary of reservations or qualifications or adverse remarks or EOMs in the Auditors’ report in the last five Financial Years immediately preceding the year of filing this Placement Document.

Our Auditors have not made any reservations or qualifications or adverse remarks or EOMs in their reports in the last five Financial Years immediately preceding the year of filing this Placement Document.

51

Liquidity and Capital Resources

As of March 31, 2017, we had cash and bank balances of Rs.12.42 million on consolidated basis. Cash and bank balances consist of cash on hand and deposit accounts including fixed deposits. Our primary liquidity needs have been to finance our operations, working capital needs, debt service and capital expenditures. We have historically met our liquidity needs through a combination of borrowings, capital raising and internally generated cash flows.

We expect to meet our working capital requirements primarily from the cash flows from our business operations and working capital borrowings as may be required.

Our long-term liquidity requirements include acquisition of assets. Sources of funding our long-term liquidity requirements include new loans, equity or debt issues.

Off-Balance Sheet Commitments and Arrangements

We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships with affiliates or other unconsolidated entities or financial partnerships that would have been established for the purpose of facilitating off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

Forex riskOur Company has business interests in various countries around the world and volatility in the global currencies could have an adverse impact on our Company’s financials. We face foreign exchange risk in respect of currency translation for the purpose of import/ export of certain materials for the manufacture/ sale of our products. For details, see “Risk Factors” and on page 27.

Interest Coverage Ratio

The interest coverage ratio of our Company on a consolidated basis, which is the total of cash profit after tax plus interest paid, divided by interest paid for the last 3 fiscals is as under:

Coverage Ratios Mar-17 Mar-16 Mar-15

Interest Coverage Ratios (Post Tax) (Times) 35.90 22.19 24.60

An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:

Unusual or infrequent events or transactionsThere have been no events to the best of our knowledge, other than as described in this Placement Document, which may be called “unusual” or “infrequent”.

Significant economic changes that materially affected or are likely to affect income from continuing operationsOther than as mentioned under the heading titled ‘Factors Affecting Results of Our Operations’ on page 42 in this chapter, “Risk Factors” on page 27, respectively, to the best knowledge of the management of our Company, there are no other significant economic changes that materially affect or are likely to affect income from continuing operations.

Status of any publicly announced new products or business segmentsThere are currently no publicly announced new products or business segments.

Seasonality of BusinessThe Company’s business is not affected by Seasonality.

Any significant dependence on a single or few suppliers or customersNo Single customer above 5% revenue

Transactions with related parties

For details in relation to the related party transactions entered by our Company during the last three Financial Years, as per the requirements under “Accounting Standard 18 – Related Party Transactions” specified under the Companies Act, 2013, see “Financial Statements” on page 118.

Changes in accounting policies during last three years and their effect on the profits and reserves of our Company

There have been no changes in our Company’s accounting policies during the last three financial years.

Recent Financial Performance

The following discussion of the Company’s results of operations is based on the Unaudited Interim Financial Statements of the Company for half year ended September 30, 2017. The standalone unaudited financial results for the half year ended September 30, 2017 are not necessarily indicative of results of operations that may be expected for the full year and do not reflect the financial results on a consolidated basis for the same period. References to “we” and “our” in this section are to our Company.

The Ministry of Corporate Affairs notified the Companies (Indian Accounting Standards) Rules, 2015 on February 16, 2015 providing a roadmap for the implementation of Ind-AS in a phased manner. The company has adopted Indian Accounting standards (Ind-AS) with transition date of April 1, 2016. Accordingly, the financial results for six months ending September 30, 2017 have been prepared in accordance with the recognition and measurement principles laid down in Ind-AS, in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)

52

Regulations, 2015 and SEBI Circular dated July 5, 2016. The SEBI circular dated August 10, 2016 bearing no. CIR/IMD/DF1/69/2016 has given a specific exemption to the extent that limited review of or audit of comparative financial results for corresponding half year (during the first half year adoption of Ind-AS) is not mandatory. Accordingly, while the Statutory Auditors have given a limited review report half year September 30, 2017, they have reviewed the results for period ending September 30, 2016 as per Ind- AS. Accounting principles under Ind-AS vary in many respects from accounting principles under Indian GAAP, and our Unaudited Standalone Financial Statements prepared and presented in accordance with Ind-AS are therefore not comparable to the Audited Financial Statements or any of our other historical financial statements prepared under Indian GAAP. The Unaudited Standalone Financial Results are also presented in a manner that is not comparable to the Audited Financial Results. For further information, see “Certain Conventions, Currency Presentation and Financial Data” on page 8.

Comparison of half year ended September 30, 2017 and September 30, 2016

Particular Half Year Ended September 30, 2017 (As per Ind AS)

Half Year Ended September 30, 2016 (As per Ind AS)

Amount (Rs. in Million)

As % of Total Income

Amount (Rs. in Million)

As % of Total Income

1 Income

I. Revenue from operations 864.53 99.62% 694.47 99.45%

II Other income 3.27 0.38% 3.82 0.55%

Total Income 867.80 100.00% 698.29 100.00%

2. Expenses

I Cost of raw material consumed 239.91 27.65% 155.25 22.23%

II Purchase of stock-in-trade 37.03 4.27% 28.25 4.05%

III Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade

18.31 2.11% 20.16 2.89%

IV Manufacturing & Operating Costs 34.05 3.92% 44.15 6.32%

V Employee benefits expense 145.27 16.74% 136.67 19.57%

VI Finance costs 5.29 0.61% 5.31 0.76%

VII Depreciation and amortization expense 37.28 4.30% 77.80 11.14%

VIII Other expenses 138.40 15.95% 118.10 16.91%

Total Expenses 655.53 75.54% 585.69 83.87%

3 Profit before Exceptional Items & Tax(1 - 2) 212.27 24.46% 112.60 16.13%

4 Less : Exceptional Items 16.54 1.91% (14.43) (2.07%)

5 Profit before Tax (3 - 4) 195.73 22.55% 127.04 18.19%

6 Tax Expense :

I Current Tax 42.70 4.92% 38.38 5.50%

II Deferred Tax (6.71) (0.77%) (7.62) (1.09%)

Total Tax Expense 36.00 4.15% 30.77 4.41%

7 Profit for the year from continuing operations (5 - 6)

159.74 18.41% 96.27 13.79%

8 Other Comprehensive Income

A(I) Items that will not be reclassified to profit or loss -- --

(II) Income Tax relating to Items that will not be reclassified to profit or loss

-- --

B(I) Items that will be reclassified to profit or loss -- --

(II) Income Tax relating to Items that will be reclassified to profit or loss

Total Other Comprehensive Income -- --

53

Particular Half Year Ended September 30, 2017 (As per Ind AS)

Half Year Ended September 30, 2016 (As per Ind AS)

Amount (Rs. in Million)

As % of Total Income

Amount (Rs. in Million)

As % of Total Income

9 Total Comprehensive Income for the period (7 + 8) (comprising Profit and Other Comprehensive Income for the period)

159.74 18.41% 96.27 13.79%

10 Earnings per equity share of Rs. 10 each :

Basic (Rs.) * 10.19 6.14

Diluted (Rs.) * 10.19 6.14

The total income of the Company for the half year ended September 30, 2017 is Rs. 864.53 Million which is higher by about 24.49 % over that for the half year ended September 30, 2016 which was Rs.694.46 Million, on account of considerable progress in various projects/activities, resulting in Net Profit of Rs.159.74 Million for the half year as against the Net Profit of Rs. 96.27 Million for the preceding half year.

The Company has for the first time adopted Ind AS w.e.f April 01, 2017, with transition date of April 01, 2016 and accordingly quarterly result for the quarter ended September 30, 2016 and half year ended September 30, 2016 have been restated. There is a possibility that these quarterly financial results may require adjustment before constituting the final Ind AS financial statements as of and for the year ending March 31, 2018, due to changes in the financial reporting requirements arising from new or revised standards or interpretations issued by MCA or changes in the use of one or more optional exemptions from full retrospective applications as permitted under Ind AS 101.

The Company has also implemented GST w.e.f July 01, 2017.

54

SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND IND AS

The financial information included herein is prepared and presented in accordance with Indian Generally Accepted Accounting Principles (GAAP), for the audited consolidated and standalone financial statements for the year ended March 31, 2017. Certain differences exist between Indian GAAP and Indian Accounting Standard (Ind AS) which might be material to the financial information herein. The matters described below summarize certain differences between Indian GAAP and Ind AS that may be material. Such comparative statement has been included for illustrative purposes only and does not imply that all such differences apply, or will apply, to the manner in which our financial statements are prepared and presented under Ind AS or otherwise. No assurance is provided that the following summary of differences between Indian GAAP and Ind AS is complete. In making an investment decision, investors must rely upon their own examination of the Company, the terms of the offering and the financial information. Potential investors should consult their own professional advisors for an understanding of the differences between Indian GAAP and Ind AS, and how those differences might affect the financial information herein.

SR PARTICULARS INDIAN GAAP IND AS

1 Presentation of Financial Statements

Financial statements in relation to a company, includes: - 1. Balance sheet as at the end of the financial

year;2. Profit and loss account for the financial year;3. Cash flow statement for the financial year;4. Explanatory notes annexed to, or forming

part of, any document referred to above.

A complete set of financial statements under Ind AS comprises: -1. Statement of financial position as at the end of the

financial year;2. Statement of profit or loss and other comprehensive

income for the financial year - Either as a single statement or two separate statements;

3. Statement of changes in equity;4. Statement of cash flows for the financial year; and5. Notes comprising significant accounting policies and

other explanatory information.Comparative figures Comparative figures are presented for one year as

per the requirements of Schedule III.Comparative figures are presented for minimum one year.However, when a change in accounting policy has been applied retrospectively or items in financial statements have been restated/reclassified which has an impact beyond the comparative period, a balance sheet is required as at the beginning of the earliest comparative period.

Formats for presentation of financial statements

Schedule III of the Companies Act, 2013 prescribes the minimum requirements for disclosure on the face of the balance sheet and profit and loss account and notes. AS 3 provides guidance on the line items to be presented in the statement of cash flows.

Ind AS 1 does not prescribe any rigid format for presentation of financial statements. However, it specifies the line items to be presented in the balance sheet, statement of profit and loss and statement of changes in equity. Ind AS 7 provides guidance on the line items to be presented in the cash flow statement. In addition to the above, Ind AS compliant Schedule III of the Companies Act, 2013 prescribes the format for presentation of balance sheet and statement of profit and loss which companies need to follow.

Statement of Other Comprehensive Income (“OCI”)

No concept of other comprehensive income prevails.

Among other items, the components of other comprehensive income include:1. Changes in the revaluation surplus;2. Foreign exchange translation differences;3. Re-measurements of post- employment benefit

obligations;4. Gains or losses arising on fair valuation of financial

assets;5. Share of other comprehensive income of investments

accounted for using the equity method;

55

SR PARTICULARS INDIAN GAAP IND AS

6. Foreign currency exchange gains and losses arising on translation of net investment in a foreign operation.

These components are grouped into those that, (a) will not be reclassified subsequently to profit or

loss, and (b) will be reclassified subsequently to profit or loss

when specific conditions are met.Extraordinary items Extraordinary items are disclosed separately in the

statement of profit and loss and are included in the determination of net profit or loss for the period.

Presentation of any items of income or expense as extraordinary is prohibited.

Disclosure of critical judgements and capital disclosures

There is no such requirement in AS 1 or Schedule III.

Ind AS 1 requires disclosure of critical judgements made by the management in applying accounting policies and key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. It also requires disclosure of information that enables the users of financial statements to evaluate an entity’s objectives, policies and processes for managing capital.

2 First time adoption There is no specific standard dealing with the preparation of the first Indian GAAP financial statements.

Ind AS 101 gives detailed guidance on preparation of the first Ind AS financial statements. To help overcome a number of practical challenges for a first-time adopter, there are certain mandatory exemptions/voluntary exemptions from the full retrospective application.Ind AS 101 gives few voluntary exemptions, for example, it gives an exemption whereby an entity can continue using its Indian GAAP carrying value of all its property, plant and equipment as deemed cost at transition date, provided that there is no change in functional currency. It also gives an exemption whereby a company can continue using its accounting policy under previous GAAP for capitalisation/deferral of exchange differences arising on long term foreign currency monetary items recognised in financial statements for the period ending immediately before the beginning of the first Ind AS financial reporting period.

3 Change in Accounting Policies

Accounting Standard (AS)-5 under IGAAP does not provide any specific guidance on whether the change needs to be applied prospectively or retrospectively and how its impact should be are dealt with. Up to March 31, 2016, changes in the method of depreciation for existing assets is considered as a change in accounting policy and the cumulative effect thereof is accounted. For accounting period beginning April 1, 2016; any change in the method of depreciation will be accounted for as change in accounting estimate in accordance with AS-5.

Retrospective application of changes in accounting policies is done by adjusting the opening balance of the affected component of equity for the earliest prior period presented and the other comparative amounts for each period presented as if the new accounting policy were always applied. If retrospective application is impracticable for a particular prior period, or for a period before those presented, the circumstances that led to the existence of that condition and a description of how and from when the change in accounting policy has been applied needs to be stated.

Correction of prior period items

Prior period items are included in determination of net profit or loss of the period in which the error pertaining to a prior period is discovered and are separately disclosed in the statement of profit and loss in a manner that the impact on current profit or loss can be perceived.

Material prior period errors are corrected retrospectively by restating the comparative amounts for prior periods presented in which the error occurred or if the error occurred before the earliest period presented, by restating the opening balance sheet except to the extent it is impracticable to determine either the period specific effects or the cumulative effect of the change

56

SR PARTICULARS INDIAN GAAP IND AS

4 Dividend adjustment As per AS 4 [amended vide the Companies (Accounting Standards) Amendment Rules, 2016] dividends declared after the balance date but before the financial statements are approved for issue, the dividends are not recognised as a liability at the balance sheet date because no obligation exists at that time unless a statue requires otherwise. Schedule III requires disclosure of proposed dividend in the notes to accounts.

Liability for dividends declared to holders of equity instruments is recognised in the period when declared. It is a non-adjusting event.

5 Inventories No specific guidance in AS 2 for reversal of inventory write-downs. However, reversals may be permitted as AS 5 requires this to be disclosed as a separate line item in the statement of profit and loss.

Cost no longer exist or where there is clear evidence of increase in net realizable value because of a change in economic conditions. The amount of reversal is limited to the amount of original write-down.

6 Property, Plant and Equipment

For accounting periods beginning April 1, 2016; Company has an option to select either ‘Cost Model’ or ‘Revaluation Model’ for an entire class of assets. Under Cost Model, an asset is carried at cost less accumulated depreciation and accumulated impairment losses. Under the Revaluation Model, an asset is carried at the revalued amount, which is the fair value less any subsequent accumulated depreciation and Subsequent accumulated impairment losses. For periods up to March 31, 2016, historical cost is used. Revaluations are permitted, however, no requirement on frequency of revaluation.

If an entity adopts the revaluation model, revaluations are required to be made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date. Ind AS mandates entire class of assets to be revalued. An entity can continue using Indian GAAP carrying value of all its Property, plant and equipment at deemed cost at transition date.

Component Accounting

From Fiscals commencing on or after 1 April 2015, Schedule II mandates fixed assets to be componentised Also, Component accounting mandatory from 01/04/2016 as per revised AS 10 issued by Ministry of Corporate Affairs (MCA).

Component Accounting: The Entity shall be required to divide the cost of an asset among its’ significant parts, if their useful lives are different from that of the asset, and depreciate them separately.

Replacement Cost Replacement cost of an item of property, plant and equipment is generally expensed when incurred. Only expenditure that increases the future benefits from the existing asset beyond its previously assessed standard of performance is capitalised. From Fiscals commencing on or after 1 April 2015, Schedule II mandates fixed assets to be componentised and therefore, the position will be similar to that under Ind AS.

Replacement cost of an item of property, plant and equipment is capitalised if replacement meets the asset recognition criteria. Carrying amount of items replaced is derecognised.

7 Intangible Assets - AS 26 define Intangible assets as ‘an identifiable non-monetary asset without physical substance held for use in the production or supply of goods or services, for rental to other, or for administrative purposes’.

Ind AS 38 define an intangible asset as ‘an identifiable non- monetary asset without physical substance’.

Measurement Measured only at cost. Measured at cost or revalued amounts.8 Impairment of

Assets - Goodwill

Goodwill and other intangibles are tested for impairment only when there is an indication that they may be impaired.

Goodwill, intangible assets not yet available for use and indefinite life intangible assets are required to be tested for impairment at least on an annual basis or earlier if there is an impairment indication.

Investment in Subsidiaries, Joint venture and Associates

Guidance given in AS-13 for ascertain value in diminution of such investment.

Financial Assets classified as subsidiaries as defined under IND AS 110, Associates as define under IND AS 28 and Joint Venture as defined under IND AS 111 are tested for impairment.

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SR PARTICULARS INDIAN GAAP IND AS

9 Revenue Definition Revenue is the gross inflow of cash, receivables or other consideration arising in the course of the ordinary activities. Revenue is measured by the charges made to customers for goods supplied and services rendered to them and by the charges and rewards arising from the use of resources by them. Revenue is disclosed net of excise duty.

Revenue is the gross inflow of economic benefits during the period arising in the course of the ordinary activities of an entity when those inflows result in increases in equity, other than increases relating to contributions from equity participants.

Revenue Measurement

Revenue is recognized at the nominal amount of consideration receivable.

Fair value of revenue from sale of goods and services when the inflow of cash and cash equivalents is deferred is determined by discounting all future receipts using an imputed rate of interest. The difference between the fair value and the nominal amount of consideration is recognized as interest revenue using the effective interest method. Any sales incentive, discounts or rebates in any form, including cash discount given to customers will be considered as selling price reductions and accounted as reduction from revenue. Excise duty will not to be netted from revenue and shown as apart of cost of raw material consumed.

Revenue Recognition

Revenue from sale of goods is recognized whena) the seller of goods has transferred to the

buyer the property in the goods for a price or all significant risks and rewards of ownership have been transferred to the buyer and the seller retains no effective control of the goods transferred to a degree usually associated with ownership; and no significant uncertainty exists regarding the amount of the consideration that will be derived from the sale of the goods. In a transaction involving the rendering of services, performance should be measured either under the

b) completed service contract method or under the proportionate completion method, whichever relates the revenue to the work accomplished. Such performance should be regarded as being achieved when no significant uncertainty exists regarding the amount of the consideration that will be derived from rendering the service.

Revenue from the sale of goods shall be recognized when all the following conditions have been satisfied:(a) the entity has transferred to the buyer the significant

risks and rewards of ownership of the goods;(b) the entity retains neither continuing managerial

involvement to the degree usually associated with ownership nor effective control over the goods sold;

(c) the amount of revenue can be measured reliably;(d) it is probable that the economic benefits associated

with the transaction will flow to the entity; and(e) the costs incurred or to be incurred in respect of

the transaction can be measured reliably. In case of rendering of services; where revenue is recognised by reference to the transaction’s stage of completion at the balance sheet date.

10 Foreign Exchange Differences

Foreign currency is a currency other than the reporting currency which is the currency in which financial statements are presented. There is no specific concept of functional currency under Indian GAAP.

Functional currency is the currency of the primary economic environment in which the entity operates. Foreign currency is a currency other than the functional currency. Presentation currency is the currency in which the financial statements are presented.

All exchange difference relating to monetary assets and liabilities are required to be charged to profit and loss account with an option in respect of long term monetary items in relation to acquisition of fixed assets, where the exchange difference can be adjusted to the carrying value of such fixed assets or for other long term monetary items, in which case the exchange difference is transferred to “Foreign Currency Monetary Item Translation Difference Account”.

Exchange differences arising on translation or settlement of foreign currency monetary items are recognised in the profit or loss in the period in which they arise, except when hedge accounting is applied. However, an entity may continue the policy adopted for exchange differences arising from translation of long-term foreign currency monetary items recognized in the financial statements for the period ending immediately before the beginning of the first IND AS financial reporting period as per previous GAAP. This option is not allowed for any new long-term foreign currency monetary item recognised after the implementation of Ind AS.

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SR PARTICULARS INDIAN GAAP IND AS

11 Deferred Taxation Deferred tax is generally recognized for all timing differences. Timing differences are the differences between taxable income and accounting income for a period that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the enacted or the substantially enacted tax rate.

Deferred income taxes are recognized for all taxable temporary differences between accounting and tax base of assets and liabilities except to the extent they arise from (a) initial recognition of goodwill or (b) the initial recognition of asset or liability in a transaction which is not a business combination; and at the time of the transaction, affects neither the accounting nor the tax profit.

A deferred tax asset should be recognised and carried forward only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. Deferred tax assets on unabsorbed depreciation and carried forward losses under tax laws should be recognised only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised.

Deferred tax asset is recognised for carry forward of unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and tax credits can be utilized.

Recognition of taxes on items recognised in OCI or directly in equity

No specific guidance in AS 22. However, an announcement made by the ICAI requires any expense charged directly to reserves and/ or securities premium account to be net of tax benefits expected to arise from the admissibility of such expenses for tax purposes. Similarly, any income credited directly to a reserve account or a similar account should be net of its tax effect.

Current tax and deferred tax are recognised outside profit or loss if the tax relates to items that are recognised in the same or a different period, outside profit or loss. Therefore, the tax on items recognised in OCI or directly in equity, is also recorded in OCI or in equity, as appropriate.

12 Employee Benefits Actuarial gains/losses for net defined benefit liability (asset) are recognised in profit and loss.

Under Ind AS 19, the change in liability is split into changes arising out of service, interest cost and re- measurements and the change in asset is split between interest income and remeasurements. Changes due to service cost and net interest cost/ income need to be recognized in the income statement and the changes arising out of remeasurements are to be recognized directly in OCI.

13 Borrowing Costs A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. A period of twelve months is considered as a substantial period unless a shorter or longer period can be justified.

Similar to Indian GAAP. However, unlike Indian GAAP, there is no bright line for the term ‘substantial period’.

No such guidance available in IGAAP Ind AS 23 requires the borrowing cost to be calculated using the effective interest method.

14 Consolidation - Investment in Subsidiaries

Control is:(a) the ownership, directly or indirectly through

subsidiary (ies), of more than one-half of the voting power of an enterprise; or

(b) control of the composition of the board of directors in the case of a company or of the composition of the corresponding governing body in case of any other enterprise so as to obtain economic benefits from its activities. Therefore, a mere ownership of more than 50% of equity shares is sufficient to constitute control under Indian GAAP, whereas this is not necessarily so under IND AS

Control is based on whether an investor has 1. power over the investee;2. exposure, or rights, to variable return from its

involvement with the investee; and3. the ability to use its power over the investee to affect

the amounts of the returns.

Consolidated financial statements should be prepared using uniform accounting policies. If not practicable, the proportion of the items accounted for using the different accounting policies should be disclosed.

Consolidated financial statements should be prepared using uniform accounting policies.

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SR PARTICULARS INDIAN GAAP IND AS

15 Consolidation - Investment in Associates and Joint Ventures

Significant influence is the power to participate in the financial and/ or operating policy decisions of the investee but not control over those policies.

Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

Joint Control: It is the contractually agreed sharing of control over an economic activity.

Joint control: The contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

Potential voting rights are not considered in assessing significant influence.

The existence and effect of potential voting rights that are currently exercisable or convertible, including potential voting rights held by another entity, are considered when assessing significant influence.

In consolidated financial statements, interest in jointly controlled entities is to be accounted for using proportionate consolidation.

A joint venture applies the equity method.

16 Classification of Financial Instruments and subsequent measurement

Currently under Indian GAAP the Company classifies all its financial assets and liabilities as short term or long term. Long term investments are carried at cost less other than temporary diminution in the value of such, investments determined on a specific identification basis. Current investments are carried at lower of cost and fair value. Financial liabilities are carried at their transaction values.

Ind AS 109 requires all Financial assets to be either classified as measured at amortized cost or measured at fair value. Trade receivable that don not have a significant financing component should initially be measure at transaction price. Where assets are measured at fair value, gains and losses are either recognized entirely in profit or loss, (FVTPL), or recognized in other comprehensive income (FVTOCI). Financial assets include equity and debts investments, interest free deposits, loans, trade receivables etc., There are two measurement categories for financial liabilities - FVTPL and amortized cost. Fair value adjustment on transition shall be adjusted against opening retained earnings on the date of transition.

An enterprise should assess the provision for doubtful debts at each period end which, in practice, is based on relevant information such as past experience, actual financial position and cash flow of debtors.

Impairment model in Ind AS 109 is based on expected credit losses and it applies equally to debt instruments measured at amortized cost FVTOCI (the loss allowance is recognized in Other Comprehensive Income and not reduced from carrying amount of

Different methods are used for making provision for bad debts including ageing analysis, individual assessment of recoverability. Impairment losses recognized in profit or loss for equity investments are reversed through profit or loss.

financial asset), lease receivable and certain written loan commitments and financial guarantee contracts. Expected credit losses (with the exception of purchased or original credit impaired financial assets) are required to be measured through a loss allowance at an amount equal to a) 12 months expected credit losses b) lifetime expected credit losses if credit risk has increased significantly since initial recognition of financial instrument. For trade receivables loss allowance is measured at lifetime expected credit losses. For lease receivables within scope of Ind AS 17, an entity can elect to always measure loss allowances at an amount equal to lifetime expected credit losses.

Transaction costs incurred in connection with long term borrowings are charged to the statement of profit and loss as no future economic benefits are envisaged.

The transaction costs are amortized to profit and loss using the effective interest method.

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SR PARTICULARS INDIAN GAAP IND AS

17 Interest in leasehold land

Leasehold land is recorded and classified as fixed assets.

Recognised as operating lease or finance lease as per definition and classification criteria.

Operating lease rentals - recognition

Lease payments under an operating lease should be recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term unless another systematic basis is more representative of the time pattern of the user’s benefit. Lease income from operating leases should be recognised in the statement of profit and loss on a straight-line basis over the lease term, unless another systematic basis is more representative of the time pattern in which benefit derived from the use of the leased asset is diminished

Lease payments under an operating lease shall be recognised as an expense on a straight-line basis over the lease term unless either another systematic basis is more representative of the time pattern of the user’s benefit even if the payments to the lessors are not on that basis; or the payments to the lessor are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases. If payments to the lessor vary because of factors other than general inflation, then this condition is not met.

18 Provisions, Contingent Liability and Contingent Assets.

A provision shall be recognised when all of the following conditions are met:a) an enterprise has a present obligation as a

result of a past event;b) it is probable that an outflow of resources

embodying economic benefits will be required to settle the obligation; and

c) a reliable estimate can be made of the amount of the obligation.

A provision is recognised only when a past event has created a legal or constructive obligation, an outflow of resources is probable, and the amount of the obligation can be estimated reliably. A constructive obligation is an obligation that derives from an entity’s actions where, by an established pattern of past practice, published policies or a sufficiently specific current statement, the entity has indicated to other parties that it will accept certain responsibilities; and as a result, the entity has created a valid expectation on the part of those other parties that it will discharge those responsibilities.

Discounting of liabilities is not permitted and provisions are carried at their full values except for decommissioning/ restructuring liabilities w.e.f. April 1, 2016.

When the effect of time value of money is material, the amount of provision is the present value of the expenditure expected to be required to settle the obligation. The discount rate is a pre-tax rate that reflects the current market assessment of the time value of money and risks specific to the liability.

19 Segment Reporting AS 17 requires an entity to identify two sets of segments (business and geographical), using a risk and rewards approach, with the enterprise’s system of internal financial reporting to key management personnel serving only as the starting point for identification of such segments.

Operating segments are identified based on financial information that is regularly reviewed by the “Chief Operating Decision Maker”(CODM) in deciding how to allocate resources and in assessing performance.

Measurement Segment information is prepared in conformity with the accounting policies adopted for preparing and presenting the financial statements of the enterprise as a whole. Segment revenue, segment expense, segment result, segment asset and segment liability have been defined. A reconciliation is presented between the information disclosed for reportable segments and the aggregated information in the enterprise’s financial statements.

Segment profit or loss is reported on the same measurement basis as that used by the chief operating decision maker. There is no definition of segment revenue, segment expense, segment result, and segment asset or segment liability nor does it require segment information to be prepared in conformity with the accounting policies adopted for the entity’s financial statement. Requires reconciliation of segment performance corresponding amounts reported in the financial statements. A reconciliation of the total of the segment’s assets and total of the segment’s liabilities to the entity’s assets and the entity’s liabilities respectively should only be provided if the segment assets and segment liabilities are regularly provided to the chief operating decision maker

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INDUSTRY

INDIAN ECONOMY

India has emerged as the fastest growing major economy in the world as per the International Monetary Fund (IMF). With a population of over 1.3 billion and an estimated GDP of Rs. 142 trillion in 2016-2017, India is the third largest economy adjusted for purchasing-power parity (PPP) according to the World Bank. As per the Economic Survey 2016-17, the Indian economy should grow between 6.75 and 7.5 per cent in FY 2017-18. Investors’ perceptions of India improved in early 2015, due to a reduction of the current account deficit and expectations of post-election economic reform, resulting in a surge of inbound capital flows and stabilization of the rupee. The improvement in India’s economic fundamentals has accelerated in the year 2016 with the combined impact of strong government reforms, RBI’s inflation focus supported by benign global commodity prices.

Demonetisation will hurt the economy in the short term, with GDP growth at 6.9% for 2016-17, compared with 7.6% in 2015-16. However, given the long-term potential, which needs to be ably supported by reforms, CRISIL Research estimates GDP growth to be closer to 7.5-8.0% during 2016-17 to 2019-20.

The outlook for India’s long-term growth is moderately positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. The International Monetary Fund (IMF) and the Moody’s Investors Service have forecasted that India will witness a GDP growth rate of 7.5% in 2017, despite the uncertainties in the global market, due to improved investor confidence, lower food prices and better policy reforms.

Growth will continue to be driven by private consumption, which has benefited from lower energy prices and higher real incomes. With the revival of sentiment and pickup in industrial activity, a recovery of private investment is expected to further strengthen growth.

In India, monetary conditions remain consistent with achieving the inflation target of 5% in the first half of 2017, although an unfavourable monsoon and an expected public sector wage increase pose upside risks. In India, lower commodity prices, a range of supply- side measures, and a relatively tight monetary stance have resulted in a faster-than-expected fall in inflation, making room for nominal interest rate cuts, but upside risks to inflation could necessitate a tightening of monetary policy. Fiscal consolidation should continue, underpinned by revenue reforms and further reductions in subsidies.

Currently, the manufacturing sector in India contributes over 15 per cent of the GDP. The Government of India, under the Make in India initiative, is trying to give boost to the contribution made by the manufacturing sector and aims to take it up to 25% of the GDP.

Furthermore, initiatives like Make in India and Digital India will play a vital role in the driving the Indian economy.

GLOBAL CODING & MARKING

OVERVIEW

Coding and marking is one of the most important part of logistics and manufacturing process of industrial and consumer goods. Coding and marking systems is the equipment that is used to print the product specific details such as lot size, expiry date, manufacturing date and other related details on the product as well as on its packaging in order to provide the authentic information to the consumer. Apart from this it helps manufacturers to secure their brand against counterfeits prevailing in the global coding and marking system market. During the logistics process, an authorized individual in the value chain can track the goods from manufacturing unit till the time it leaves the retail store with the end-user or customer. Apart from the usage of tracking the products, these codes or marks are the factors that indicate the manufacturers focus towards brand building, product traceability, increased safety issues and quality assurance of the product.

Coding and marking is a process which involves coding various products of a vendor so that it is possible to track the product from the vendor’s warehouse or manufacturing center till the point it leaves a retailer’s store with a customer. Coding and marking is an important aspect of logistics as the process allow any authorized individual in the value chain to see where the product has come from as well as to see through how many distributors or channels the product has gone through.

The Worldwide Coding and Marking market is well diversified across North America, Asia Pacific, Europe, Latin America, and Middle-east and Africa. North America accounted for the largest market share of approximately 31% of the global market in 2016; it is expected to grow at a high CAGR of around 6% between 2017 and 2021. Developed markets are growing at slower when compared to developing markets. Developed markets are presently growing at 1 - 1.5x GDP growth whereas Developing markets are growing at twice the GDP growth.

China, Japan, and India are three top countries contributing towards highest market size in the Asia Pacific region. Hi-Pack Coding is one of the few prominent manufacturers of coding and marking printer in China. Steady urbanization, and infrastructure investment by the government in China has led to the growth of its economy. China Development Research Foundation estimates that the infrastructure investment in the last decade has surpassed $11 trillion. Such measures have led to exponential set up of many manufacturing companies, which, in turn, is leading to the growth of the Coding and Marking market in China.

SEGMENTATION

Worldwide Coding and Marking market can be segmented on the basis of technology

(1) Continuous Ink Jet Printer (CIJ)

(2) Piezo Ink Jet Printer (PIEZO)

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(3) Print and Apply Labelling Products (PALM)

(4) Thermal Ink Jet Printer (TIJ)

(5) Thermal Transfer Overprinting Printer (TTO)

(6) Valve Jet Printer (VIJ)

(7) LASER

Continuous inkjet (CIJ) coding is presently the most preferred technology in the global coding and marking system market due to its ease of installation. Moreover, CIJ printers are expected to dominate the global coding and marking systems market among all the available technologies whereas, thermal transfer printers is currently the fastest growing technology in the global coding and marking system market throughout the forecast period. Increasing adoption of Thermal Inkjet, Thermal Transfer Overprinting, and Large Character Printers is expected to drive the industry growth higher.

On the basis of end use type, the global coding and marking system market is segmented into food & beverages, pharmaceutical, consumer products and industrial. Food & beverages segment can be further sub-segmented into fruits & vegetables, meat & poultry, pet food & animal feed, dairy products, packaged food and others. Industrial segment can be further sub-segmented into automotive & aerospace, building material, chemicals, electric components & electronics and others.

KEY PLAYERS

Some of the key players identified across the globe in the coding and marking system market are Markem-Imaje UK Ltd, Overprint Packaging Ltd, Hitachi America Ltd, V.L. Limitronic, S.L., Danaher Corporation, ATD Ltd, RN Mark Inc., Markjet Inc., Squid Ink, an Engage Technologies Corporation Company, Domino Printech and ID Technology LLC.

CHALLENGES

The major challenges confronting the global Coding and Marking market include volatility of the application industry. Majority of the application industry such as pharmaceutical, Medical, and Food & Beverage Industry have regular up-gradation of standards. The safety norms for these industries are set high. Thus, the coding and marking equipment needs to be enhanced in accordance with these standards.

Coding varies from inking on the packaged materials to directly on food such as eggs. Thus, food coding equipment manufacturers need to upgrade coding techniques across their wide range of products. This can be cumbersome and expensive. Volatility of these application industries is a major restraint to the Coding and Marking vendors. A solution to counter volatility of the market would be by providing flexible coding solutions such as equipment with easily replaceable parts. For example, replacement of coding head instead of replacing the entire equipment would be a cost-effective solution for the vendors.

INDIAN CODING & MARKING INDUSTRY

The Coding and Marking Industry’s growth is closely linked to the packaging and manufacturing industry’s growth.

The Indian Coding and Marking industry is estimated to be worth 1000 crores. The Indian coding and marking market is oligopolistic in nature is dominated by four companies viz. Videojet Technologies, Domino Printech, Markem-Imaje India and Control Print.

The industry has witnessed a consistent growth of over 15% during the last decade and is estimated to continue growing at similar rates. Revenue growth is estimated to be in the region 10-15% in the near future.

Source: Company Estimate.

Currently the Indian Coding and Marking industry is driven by

Ø Legal Requirements and Regulations to provide product information to customers, ISI logo and Company logo.

Ø Traceability of products by date of manufacture, batch numbers, shift numbers, and real time-date and ensuring quality control, counterfeit prevention and marketing promotion.

Ø Print quality, automation and productivity needs ensures replacement of older analog technologies with inkjet or other digital coding systems.

Ø Directly linked to the manufacturing and packaging industry growth. Manufacturing and packaging sectors are seeing high growths presently.

Ø Increasing range of applications due to implementation of Global Manufacturing practice.

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Source: Company Estimate.

One of the most significant factors that is driving the growth of the Indian coding and marking system market is the growing retail sector and increasing demand for FMCG products on the backdrop of socio-economic and demographic factors such as increasing urbanization, growing population and the rising living standard. Moreover, the rising demand for food & beverage industry is another factor that is driving the growth of global coding and marking system market. In addition, increasing government regulatory pressure to meet the industry standards for coding and marking is another factor that is fueling the growth of the coding and marking system market.

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OUR BUSINESS

Some of the information contained in the following discussion, including information with respect to our plans and strategies, contain forward-looking statements that involve risks and uncertainties. You should read the chapter titled “Forward-Looking Statements” beginning on page 10 for a discussion of the risks and uncertainties related to those statements and also the chapter titled “Risk Factors” beginning on page 27 for a discussion of certain factors that may affect our business, financial condition or results of operations. Our actual results may differ materially from those expressed in or implied by these forward-looking statements. Our fiscal year ends on March 31 of each year, so all references to a particular Fiscal are to the twelve months period ended March 31 of that year.

Some of the information contained in the following discussion, including information with respect to our plans and strategies, contain forward-looking statements that involve risks and uncertainties. You should read the chapter titled “Forward-Looking Statements” beginning on page 10 for a discussion of the risks and uncertainties related to those statements and also the chapter titled “Risk Factors” beginning on page 27 for a discussion of certain factors that may affect our business, financial condition or results of operations. Our actual results may differ materially from those expressed in or implied by these forward-looking statements. Our fiscal year ends on March 31 of each year, so all references to a particular Fiscal are to the twelve months period ended March 31 of that year.

Overview

We commenced our business in 1991 by entering the inkjet printer market and were primarily a distributor of one of the leading global inkjet printer manufacturer. The Company came up with an Initial Public Offering in 1993 and subsequently our shares were listed on the Bombay Stock Exchange. Over the years, we have developed indigenous capability for the development and manufacture of printing machines and associated consumables. In 2008, we ended our association with the leading global inkjet printer manufacturer and began the sales and marketing of our own unique products under our own brand name. We have developed extensive technical collaboration with leading international agencies such as KBA Metronic Gmbh (Germany) and Macsa ID, S.A (Spain).

We have a pan-India presence with three factories located at Nalagarh (Himachal Pradesh), Guwahati (Assam) and Vasai (Maharashtra). Our registered office is located at Andheri, Mumbai and we have branches located at other prominent cities of India such as Delhi, Chandigarh, Kolkata, Jamshedpur, Hyderabad, Chennai, Bengaluru, Colombo (Sri Lanka), Pune and Ahmedabad. Our sales and service network consists of over 300 Engineers, who are able to cater to various clients having manufacturing facilities located across India. Our company is also targeting the markets of Sri Lanka, Nepal and Bangladesh. We also have a primary international distributor located at Dhaka, Bangladesh.

We have state of the art manufacturing and research facilities in Nalagarh, Himachal Pradesh and Guwahati, Assam with necessary support tools, services and amenities to ensure highest quality of products and services. We have also invested considerably in training, repair, laboratory and testing facilities so as to provide quality products and services to our clients and be ready for any technological innovations in the inkjet printer/coding and marking industry.

The summary of our Consolidated Financial performance is given below (in Rs. Million):

FINANCIAL YEAR 2016-17 2015-16 2014-15 2013-14 2012-13

Revenue from Operations (Net) 1473.5 1345.2 1129.2 910.6 798.2

Profit Before Tax 337.9 339.7 266.5 190.3 147.5

Profit After Tax 257.8 261.5 188.7 137.8 121.5

Net Worth 1349.4 1203.6 1005.0 836.1 712.6

Earning Per Equity Share (Face Value Rs. 10/- each) 16.45 16.92 13.18* 15.19 13.76

Dividend Per Equity Share (Face Value Rs. 10/- each) 6.00 6.00 4.00 2.5 2.00

*Adjusted for issuance of Bonus Shares

OUR STRENGTHS

We believe that our business has the following key competitive strengths:

• DIVERSIFIEDPRODUCTSPORTFOLIOANDPANINDIAPRESENCE

Historically we have been in the business of marketing, distributing and servicing of printers and its accessories designed for coding and marking of products. Drawing from our experience we indigenously designed and developed our first coding machines in the year 2008 using core German technology, to suit the unique conditions in India.

In addition to our core manufacturing activities for coding and equipment, we also manufacture related consumables (ink/ fluids) and spare parts, with necessary support tools, services and amenities to ensure the highest quality of products and service. Repetitive statement

We take great pride in the magnitude and quality of our coverage: We have 220 sales and service field staff across 13 branch offices in India and Sri Lanka. A highly integrated ERP system (spanning all processes from manufacturing to CRM) provides a solid backbone for all our client operations.

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• IN-HOUSEINTEGRATEDMANUFACTURINGMODEL

We undertake our manufacturing business in an integrated manner, to deliver our products from its conceptualization to mass production. Our specialized R&D team of engineers work towards continuous improvement of technology. Our in-house integration includes research & design centres that have access to the latest and sophisticated technology for conceptualising designs required for product development. The tool room is used for developing the moulds and the testing facilities to ensure compliance as per national & international standards and regulations.

• STRONGFOCUSONDESIGNANDDEVELOPMENT

We believe that our focus on product development significantly contributes to our ability to meet customer needs in an ever-evolving and competitive market. Further, we believe that our product development processes have been a catalyst for the growth of our business. Our focus on design and development has enabled us to develop a large and diversified portfolio of coding and marking products, new product launches for TIJ Printer and High Resolution Piezo Inkjet Printer, and most importantly reduction in development time and cost savings to the customers. Further, our R&D capabilities have enabled us develop and successfully test, coding and marking equipment for other industries.

• MODERNIN-HOUSEMANUFACTURINGFACILITIES

We have three manufacturing facilities across India, one at Vasai, Maharashtra, one at Nalagarh, Himachal Pradesh, and a state-of-the-art manufacturing plant at Guwahati, Assam.

Several of our machines have been imported and custom made to suit our requirements.

• ESTABLISHEDTRACKRECORDOFDELIVERINGGROWTH

Our Company was incorporated in 1991 and since then we have maintained strong growth credentials through the diversification of our product portfolio, increased geographical reach, customer retention, improved staff productivity, leading to a growth in customer base.

We have delivered consistent growth over the preceding five Financial Years both in financial and operational metrics. Our net sales, on a consolidated basis, have grown at a CAGR of 17% from Rs. 668 Million for the Financial Year 2012 to Rs. 1473 Million for the Financial Year 2017. Our profit after tax for the year, on a consolidated basis, has grown at a CAGR of 25% from Rs. 84 Million for the Financial Year 2012 to Rs. 255 Million for the Financial Year 2017.

• EXPERIENCEDSENIORLEADERSHIPANDTECHNICALLYSKILLEDANDMOTIVATEDEMPLOYEES

We believe that our qualified and experienced senior management team, technically skilled employee base and established promoter background have contributed to the growth of our operations and the development of in-house processes and competencies.

Our Chairman and Managing Director, Basant Kabra has around four decades of work experience in the industry in which we operate. Our senior management team consists of technically qualified and highly experienced professionals in the industry we operate in. They bring with them, extensive experience in sales and marketing, order management, design and engineering, testing, purchase, operations, human resources, finance and after sales services. We believe that our management framework allows us to maintain the flexibility to address the markets and the geographies we operate in. We believe in high standards of ethical integrity and we ensure that all our business functions are carried out in a transparent manner.

OUR STRATEGY

Our Company derives revenues from following three streams:

Ø Sale of Printers on outright basis, Printers on Rent and on Cost per Print basis

Ø Sale of consumables like Inkjet fluids, Ribbons and Ink-rolls

Ø Annual Maintenance Services.

The profitability in the business is almost entirely linked to the revenues from Consumables, Spares and Services as the industry trend is to sell printers at low margins. The primary purpose of sale of printers is to increase the installed base as higher base of printers ensures higher revenues from Consumables, Spares and Services in future.

• ENHANCINGANDEXPANDINGOURPRODUCTSPORTFOLIOANDGEOGRAPHIES

We propose to continue to expand our product portfolio by upgrading and introducing new and upgraded products under our business verticals. We believe that our strong technical and execution capabilities and qualified skilled employee pool will enable us to enhance and expand our product portfolio. We believe that diversifying our product offerings will enable us to further grow our business operations, reduce the risk of dependency on existing products and strategically target higher margin opportunities.

• TARGETINGNEWCUSTOMERACCOUNTSANDEXPANDINGEXISTINGCUSTOMERBUSINESS

We intend to increase our sales and customer penetration by targeting new customer accounts and expanding our existing customer accounts in our principal markets by offering our entire range of products. Towards this objective, we seek to continue to leverage our relationships with renowned and established manufacturers who presently may be sourcing the products we manufacture from other vendors, as well as our design and engineering innovation competencies so as to be able to enter new and related markets and acquire, evolve and strengthen our customer relationships.

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While we believe our existing customers provide us with the necessary drivers to generate growth, we intend to continue to focus on new clients. We also intend to leverage our existing relationships with our existing customers for their overseas businesses as several of our customers are global players and expand the exports of our coding and marking products. Further, we also perceive that there will be overseas markets for the new products which are under development or for new products for which we have entered into Memorandum of Understandings with our counterparties. We also believe that we will be able to capitalize on our reputation for quality, consistent performance and customer satisfaction in our existing markets and product verticals to target new customers.

Our company successfully entered Nepal and Bangladesh and are actively developing a strategy to focus on Burmese, Pakistan and African markets.

• CONTINUETOENHANCEOURBRAND

We believe that our brand is synonymous with credibility, reliability, efficiency and timely execution capability in the industry in which we operate. We wish to continue to enhance our brand value by continuously delivering quality product and services to our existing and prospective customers so that we become the preferred coding and marking solution provider for all our existing and prospective customers thereby increasing our market share.

For our coding and marking manufacturing process we also have Tie-ups with individual “Best of Breed” partners for technology which gives us an edge over competition and enables us to understand and adapt to the technological advances of the developed markets like Europe, USA and Japan. We have technological collaborations with specialised companies, KBA-Metronic GmbH, Germany and Macsa ID, S.A, Spain. We believe that pursuant to this arrangement, our printers will get significant visibility in the retail market.

• STRENGTHENOURPRODUCTANDBRANDPORTFOLIO

We intend to harness these opportunities by continuing to strengthen and diversify our product portfolio. While we intend to undertake initiatives to consolidate the presence and profile of our newly launch and upgraded products, by leveraging our experience in establishing manufacturing successful coding and marking printers and related consumables, we also intend to grow and develop our products, by offering wider variety of printers to suit client preferences, expanding our distribution network, and undertaking marketing initiatives. We seek to leverage our existing presence in the coding and marking industry to promote our new, TIJ Printer and High Resolution Piezo Inkjet Printer. In addition, we also intend to continue to understand changing consumer preferences and develop and roll out new products, with features, pricing and packaging types suited to client preferences.

• STRENGTHENINGOURPRESENCEACROSSINDIA

Our wide spread and integrated sales and distribution network enables us to reach a wide range of consumers and ensure effective market penetration. As of March 31, 2017 we had 220 sales and service agents spread across 13 offices in India.

We intend to strengthen our distribution network in our existing markets and also expand to cover all regions of India, with a continued focus on manufacturing industry. We believe that the strength of our products, as well as a varied product portfolio of cost competitive printers and consumables, without any quality compromises.

• SUSTAINOURFOCUSONMANUFACTURINGSECTOR

We believe that our focus on manufacturing sector for our products and our ability to understand client preference in these markets, allows us to benefit from this growing sector which is directly linked to manufacturing and packaging industry growth.

The market for coding and marking, including consumables and spares, in semi-urban and rural markets is growing due to the increase in manufacturing facilities in those regions, on account of various factors such as logistics and distributing, economic benefits, rural employment generation schemes, general economic growth as well as a general monetary trickle-down effect from increased urbanization. With our range of coding and marking printers and consumables as well as spares and our wide distribution and service network, we intend to consolidate and grow in these markets with an appropriate value proposition including price, quality, and packaging.

• FURTHERDEVELOPOURPRODUCTIONINFRASTRUCTUREBYSETTINGUPANEWMANUFACTURINGFACILITY

We continue to plan our capital expenditure carefully by focusing on growth avenues for our business. To support the expansion of our distribution network, we have recently commenced operations at our newly expanded manufacturing facility in Guwahati, Assam to cater to our long-term growth in operations. We believe this new manufacturing facility will support our planned scale of operations and help expand our distribution network and provide us significant long-term competitive and cost advantage. Further, in addition to expanding our manufacturing capacity, we have installed certain new machinery and production lines at our facilities, which we believe will help us achieve benefits of economies of scale, thereby improving our EBITDA margins.

PRODUCT DESCRIPTION

(1) Continuous Ink Jet Printer (CIJ)(2) Piezo Ink Jet Printer (PIEZO)(3) Print and Apply Labelling Products (PALM)(4) Thermal Ink Jet Printer (TIJ)(5) Thermal Transfer Overprinting Printer (TTO)(6) Valve Jet Printer (VIJ)(7) LASER

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PRODUCTION PROCESS

Printer production is pre-dominantly an assembly process starting from the semi-finished goods (SFG), followed by the assembly of printers and the testing procedure before dispatch of the printers. The raw material and components used in the assembly process are mostly customized with high level of precision. We have specialized Vendors manufacturing components as per the proprietary drawings given by the Company. The electronic components and the mother boards are very critical to the printer production and many of the electronic SFG’s are assembled in-house to achieve the desired level of precision, under dust free environment. Being an ISO 9001 Company the quality standards are very high and each and every printer is inspected and tested by a technically qualified engineering team. With continuous localization of parts, most of the parts are indigenized and we are the only “Make in India” manufacturers of Coding and Marking equipment.

Production of SFGs: The components are assembled as per defined and approved SOP by the production team under the supervision of production engineers. QA team checks the assembled SFGs before movement to the next process.

Production of Printers: Production of printers is in two stages, 1st Stage/Housing Assembly and Final Printer Assembly. The components are assembled as per defined and approved SOP by the production team under the supervision of production engineers. QA team checks the assembled printers before movement to the next process.

Testing of Printers: In functional testing, calibration of the printer is the first test in which as per the approved testing process, the printer is brought to ready / printing state and calibration of printer is done as per approved parameters. Final stage of functional testing is Burning Test in which printer is run for the defined number of hours to check the stability of printer at set parameters. Thereafter the printer is offered to the QA department for final inspection. On approval of the QA department the printer is given to FG stock for packing and dispatch.

Some of the key milestones of our Company are as follows:

YEAR KEY MILESTONES

1991 Company was founded and headquartered in Mumbai1993 Initial Public Offering of the Company and listing of Equity Shares on BSE1994 Entry into CIJ & Large Character Drop-on-Demand Printers2004 In-house development of Thermal Ink Coder2005 Extension of Vasai facility for manufacturing Thermal Ink Coders2006 Nalagarh facility was set up2008 Manufacturing of CIJ, LCP, TTO printers & Fluids at Nalagarh2010 ISO 9001:2008 Certification was obtained2013 Entered international markets of Nepal, Bangladesh & Sri Lanka2015 Guwahati facility was set up2015 Received Best S.M.E. (Manufacturing Award)2016 Equity Shares were listed on NSE

OUR SUBSIDIARY

Our Company has only one wholly-owned subsidiary (including our step down subsidiaries). A summary of our Material Subsidiary is as under:

LIBERTY CHEMICALS PVT. LTD.

Liberty Chemicals was originally incorporated on January 15, 1971 as “Liberty Chemicals Pvt. Ltd.” as a private company limited by shares under the Companies Act bearing number U24100MH1975PTC018068 vide certificate confirming incorporation of company dated January 15, 1971, issued by Registrar, Mumbai.

The registered office of Liberty Chemicals Pvt. Ltd. is situated at C-106, Hind Saurashtra Industrial Estate, Marol naka, Andheri-kurla road, Andheri (East), Mumbai – 400 059, India.

RESEARCH AND DEVELOPMENT

We place significant importance on continued research and development activities as we consider them to be critical in maintaining our position in the coding and marking industry where we operate. The responsibilities and functions of our research and development team include product development, product engineering and design support. We believe that our research and development efforts provide us with a competitive advantage with respect to quality and cost and by virtue of our strong in-house research and development department.

RAW MATERIAL

The principal raw material that we use in the manufacturing of our products comprises of electronic & pneumatic components printer assembly and dyes & chemicals for consumable production. We source our raw materials domestically & import from leading private sector and public sector companies.

QUALITY CONTROL AND TESTING

The quality of our products and customer satisfaction are of significant importance to our business and we believe in adhering to the prescribed standards of quality for our products. We ensure that our products undergo rigorous quality checks throughout the entire production chain to

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ensure that optimum standard requirements expected by our customers are continuously met. We exercise stringent prevention based quality control checks consisting of incoming, process and outgoing quality controls. Over a period of time we have developed robust testing and quality assurance procedures which are imbibed in our employees from the plant level to senior management through a quality system manual, which is updated from time to time to keep pace with changes in standards, regulations, technological advancements and any particular requirements of the customer. Our quality system manual sets out detailed processes for product audit and quality rating, which are carried out on a periodical basis.

The quality check parameters are laid down to ensure adherence to defined process and product specifications.

Our customers expect us to undertake extensive product approvals and/or certification process. Our quality control programs at most of our production sites involve subjecting the manufacturing processes and quality management systems to periodic reviews and observation for various periods of time.

INSURANCE

We maintain insurance policies in respect of our business, operations, products and workforce which we consider reasonably sufficient to cover general risks associated with our operations. We have obtained standard fire and perils policies in respect of the plant and machinery, stocks of goods and office equipment in our manufacturing facilities. We also maintain an industrial risk policy and a commercial general liability insurance, to mitigate any loss due to general industrial risks of our operations. With a view to safeguard our exports we also maintain a marine export-import policy and maintain transit insurance that cover transport of critical raw materials and finished products. Additionally, For Financial year 2017 we incurred a total cost of Rs. 0.40 Million towards insurance premium.

EMPLOYEES

Our Company considers people as its biggest assets and ‘Believing in People’ is at the heart of its human resource strategy. Our Company had cordial relations with employees across all locations during the year. Our Company has established an organisation structure that is agile and focused on delivering business results. With regular communication and sustained efforts it is ensuring that employees are aligned on common objectives and have the right information on business evolution. Our Company strongly believes in fostering a culture of trust and mutual respect amongst all its employees and seeks to ensure that Control Print Limited (CPL) values and principles are understood by all. The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the ‘The Sexual Harassment of Women at Workplace (Prohibition and Redressal) Act, 2013”. The total manpower strength of our Company as of March, 2017 is 665 employees.

SALES AND MARKETING

Our sales and marketing network is managed by the marketing head, under the supervision of our Joint Managing Director. We supply our products directly our customers. We leverage our relationships with our existing customers to procure repeat orders from them Based on our credentials and recognitions awarded to us by our valued existing customers, we approach new customers for business. As on March 31, 2017, our sales and marketing team consists of 110 employees.

EXPORTS

We export our products to 5 countries. Countries to which we export our products are Germany, China, Sri-Lanka, Nepal, and Bangladesh.

ENVIRONMENT, HEALTH AND SAFETY

Our Company is conscious of the importance of environmentally clean and safe operations. Our Company endeavours that the conduct of all operations are in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

INFORMATION TECHNOLOGY

We rely upon information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business and manufacturing processes and activities. Additionally, we collect and store sensitive data, including intellectual property, proprietary business information, as well as personally identifiable information of our employees, in data centers and on information technology networks. The secure operation of these information technology networks, and the processing and maintenance of this information is important to our business operations and strategy. Despite security measures and business continuity plans, our information technology networks and systems may be vulnerable to damage, disruptions or shutdowns due to attacks by hackers or breaches due to errors or malfeasance by employees, contractors and others who have access to our networks and systems, or other disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures or natural disasters or other catastrophic events. The occurrence of any of these events could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disrupt operations and reduce the competitive advantage.

RISK MANAGEMENT

We believe that risk management is an integral part of our operations. It is essential to identify and manage risks in order to reduce uncertainties and ensure continuity of business. We have a risk management framework and risk management team that implements the processes specified in the framework. We undertake regular inspection of our machineries and also undertake periodic preventive maintenance checks on other equipments in order to ensure they meet safety requirements.

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PROPERTY

Our registered office situated at C-106, Hind Saurashtra Industrial Estate, Andheri-Kurla Road, Marol Naka, Andheri (East), Mumbai 400059, India.

• Vasai

Spanning over 4500 sq ft, the Vasai centre is the hub for research, design and development facility of Control Print.

The Vasai centre also serves as the nerve centre for collating customer feedback and translating the field data into innovation and upgrades to ensure that all of our machines continue to evolve with the market and provide the best-in-class technology to our customers.

• Nalagarh

We began production at a 37,316 square feet facility at Nalagarh in 2008. Today we design and engineer all our products here, in addition to manufacturing all our printers, printer assemblies and printer components. This is a sprawling, cost-efficient facility that runs like clockwork to provide quality control to our customers.

• Guwahati

The Guwahati factory is our latest achievement, a cutting-edge automated facility spread across 65,000 square feet of built-up space. We began operations in May 2015, employing the latest high-precision technology to serve our customers better. Our promise is nothing less than the highest levels of standardisation: we maintain uniformity of quality across our product range, so that with every single CPL product, what you see is what you get.

COMPETETION

We face competition from companies that produce specific products that we manufacture. Some of the key players identified across the globe in the coding and marking system market are Markem-Imaje UK Ltd, Overprint Packaging Ltd, Domino Printech Hitachi America Ltd, V.L. Limitronic, S.L., Danaher Corporation, ATD Ltd, RN Mark Inc., Markjet Inc., Squid Ink, an Engage Technologies Corporation Company and ID Technology LLC

Our position in relation to our competitors will depend upon our ability to anticipate and respond to various competitive factors facing the industry, including pricing strategies by competitors, our ability to source raw materials cost effectively, make required investments to improve our distribution network, eliminate redundancies and increase production at low-cost but high-quality supply sources.

INTELLECTUAL PROPERTY RIGHTS

We have registered the trademarks for our corporate logo .

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The Companies Act, 2013 introduced provisions relating to CSR, pursuant to which our Company is required to spend, in each financial year, at least 2% of its average net profits during the three immediately preceding financial years towards one of the specified CSR activities.

Our Company’s Corporate Social Responsibility (“CSR”) program is designed to inspire and equip future generation of change-makers to strive for innovation and galvanize technological advancements of products made in India, transforming India into a global manufacturing hub.

In line with its CSR philosophy, CPL aims to continuously develop, implement and manage a wide range of CSR initiatives within a broad spectrum of social issues.

Ø Education To provide education and employment enhancing vocation skills along with enhancing the potential of young innovators.

Ø Innovation To contribute to technology incubators and equip the youth to gain a competitive edge and develop sustainable products made in India.

Ø Gender equality To reduce inequalities faced by socially and economically backward groups and women and empower local artisans to set up small-scale businesses.

Ø Health care To promote preventive health care and sanitation and provide safe drinking water.

Ø Rural Development To foster rural development and build the foundation for a developed India by providing basic infrastructure and renewable sources of energy to rural areas.

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REGULATIONS AND POLICIES

The following description is a summary of relevant regulations and policies applicable to our Company. This description is based on the current provisions of Indian law, which are subject to change or modification or interpretation by subsequent legislative, regulatory, administrative or judicial decisions. The laws set out herein below and their description are not exhaustive, and are only intended to provide general information to Investors and is neither designed nor intended to be a substitute for professional legal advice.

Indian Laws

Our articles of association and Indian law govern our corporate affairs. Legal principles related to these matters and the validity of corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’ rights may differ from those that would apply to a company incorporated in other jurisdictions. Shareholders’ rights under Indian law may not be as extensive as shareholders’ rights under the laws of other countries or jurisdictions. Investors may have more difficulty in asserting their rights as a shareholder in an Indian company than as shareholder of a corporation in another jurisdiction.

International Conventions

In this Placement Document, unless the context otherwise indicates or implies, references to ‘you,’ ‘offeree’, ‘purchaser,’ ‘subscriber,’ ‘recipient,’ ‘investors’ and ‘potential investor’ are to the prospective investors in the Issue, references to ‘Control Print’, the ‘Company’, ‘our Company’, the ‘Issuer’ are to Control Print Limited, and references to ‘we’, ‘our’ or ‘us’ are to Control Print Limited together with its Subsidiary on a consolidated basis. In this Placement Document, references to ‘US$’, ‘USD’ and ‘U.S. dollars’ are to the legal currency of the United States; references to “EUR” and “Euro” are to the legal currency of the European Union and references to ‘`’, ‘Re.’, ‘Rs.’, ‘Indian Rupees’ and ‘Rupees’ are to the legal currency of India. All references herein to the ‘U.S.’ or the ‘United States’ are to the United States of America and its territories and possessions. All references herein to “India” are to the Republic of India and its territories and possessions and the ‘Government’ or ‘GoI’ or the ‘Central Government’ or the ‘State Government’ are to the Government of India, central or state, as applicable. References to the singular also refer to the plural and one gender also refers to any other gender, wherever applicable. Our Company has presented certain numerical information in this Placement Document in “million” units. One million represents 1,000,000 and one billion represents 1,000,000,000.

Environment Laws

As part of our operations, we are required to comply with all applicable laws, rules and regulations in relation to the environment such as the Environment Protection Act, 1986, the Water (Prevention and Control of Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981, Forest (Conservation) Act, 1980 etc. Further, the Hazardous Waste (Management and Handling) Rules, 1989 imposes an obligation on every occupier to ensure collection, safe handling, generation, processing, treatment, package, storage, transportation, use, reprocessing and disposal of hazardous waste.

Tax laws

Income Tax Act, 1961

The Income Tax Act, 1961 (“Income Tax Act”) consolidates all the provisions in relation to income tax and is applicable to every domestic / foreign company whose income is taxable under the Income Tax Act depending upon its “residential status” and “kind of income” earned by the company. Further, every company is required to file a return for the income earned in the previous year with the authorities under the Income Tax Act by 31st October of the assessment year. The Income Tax Act inter alia provides for tax deduction at source, fringe benefit tax, advance tax and minimum alternative tax and the like which is required to be complied with by every Company.

Finance Act, 1994

The Finance Act, 1994 (“Finance Act”) provides for the valuation and levy of service tax wherein every service provider is liable to pay service tax and furnish a return with the Superintendent of Central Excise in accordance with the provisions of the Finance Act. It further provides for penalty in case of failure on part of the service provider to pay of service tax and power to the Central Government to grant an exemption in payment of service tax.

Intellectual Property Rights

Intellectual property rights in India enjoy protection under both statutory and under common law. The key legislations governing intellectual property in India are the Copyright Act, 1957 and the Trade Marks Act, 1999. India is also a party to several international agreements for the protection of intellectual property rights.

Trade Marks Act, 1999

The Trade Marks Act, 1999 provides for the statutory protection of trademarks and for the prevention of the use of fraudulent marks in India. An application for registration of a trade mark may be made by any person claiming to be the proprietor of a trade mark used or proposed to be used by him. Once granted, trade mark registration is valid for ten years unless cancelled. If not renewed after ten years, the Registrar of Trademarks may remove the trade mark from the register unless an application for renewal has been submitted in the prescribed manner and the prescribed fee is paid within six months from the expiry of the last registration of the trade mark.

Indian Copyright Act, 1957

Indian Copyright Act, 1957 (“Copyright Act”) consolidates all the laws relating to protection of copyrights in India. The Copyright Act recognises and protects rights of authors of original literary, dramatic, musical and artistic works and cinematograph films and sound recordings from

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unauthorized use or duplication of the same. Further, the Copyright Act, inter alia, provides for registration, licensing, assignment, transmission, relinquishment and enforcement of copyrights.

Labour Laws

As part of our operations, we are required to comply from time to time with the laws, rules and regulations in relation to the hiring and employment of labour. The following are the labour legislations that are applicable to our Company and our workmen:

• Minimum Wages Act, 1948

• Contract Labour (Regulation and Abolition) Act, 1970

• Payment of Bonus Act, 1945

• Payment of Gratuity Act, 1972

• Employee State Insurance Act, 1948

• Employees Provident Fund and Miscellaneous Provisions Act, 1952

• Workmen’s Compensation Act, 1923

• Industrial Disputes Act, 1947

• Industrial Employment (Standing Orders) Act, 1946

• Maternity Benefit Act, 1961

• State specific Shops and Commercial Establishments Acts as applicable

• The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

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BOARD OF DIRECTORS AND SENIOR MANAGEMENT

Overview

Our Board currently consists of 6 (Six) Directors. Our senior management team is under the overall supervision and control of our Board, and is responsible for our day-to-day operations.The Board of Directors constitutes a combination of Executive and Non-Executive Directors, with atleast one woman director and with fifty percent of the Board comprising of Independent Directors as required under the SEBI (LODR) Regulations, 2015 (hereinafter referred to as “SEBI (LODR)”). As at November 30, 2017, yours Company’s Board has a strength of 6 (Six) Directors comprising of 2 (two) Executive Directors, 1 (One) Non-Executive Non-Independent Director and 3 (three) Non-Executive Independent Directors. Further, our Articles of Association provides that one-third of the strength of the Board of Directors shall be liable to retire by rotation or if their number is not three or a multiple of three, the number nearest to one-third shall retire from office at every AGM. A retiring Director shall be eligible for re-appointment.The Companies Act, 2013, provides that not less than two-thirds of the total number of directors, excluding the independent directors, shall be liable to retire by rotation. One-third of the directors shall automatically retire every year at the annual general meeting and shall be eligible for re-appointment. The directors to retire by rotation shall be decided based on those who have been longest in office since their last election, and as between persons appointed on the same day, the same shall be determined by lot. The independent directors may be appointed for a maximum of two terms of up to five consecutive years; however, such directors are eligible for re-appointment after the expiry of three years of ceasing to be an independent director (whether or not each term is for a period of five years) provided that such directors are not, during the three year period, appointed in or associated with our Company in any other capacity, either directly or indirectly. Any reappointment of independent directors, inter alia, shall be on the basis of performance evaluation report and requires the approval of the shareholders by way of a special resolution. None of the Directors on the Board of Directors of our Company are members of more than ten committees or chairman of more than five committees across all the public companies in which they are directors.Our Board of Directors

The following table sets forth details regarding the Board as on the date of this Placement Document:

Sr. No. Director Details Age Designation1 Name: Gaurav Himatsingka

Address: 41, Somerset House, Off Bhulabhai Desai Road, Mumbai 400026 MH IndiaOccupation: BusinessDIN: 00050776Term: 5 years from April 01, 2014Nationality: Indian

47 Independent Director

2 Name: Rakesh Shivbhagwan AgrawalAddress: No- 206-207, Ankodiya Road, Khanpur, Sevasi, Padra, Vadodara 391101 GJ IndiaOccupation: BusinessDIN: 00057955Term: 5 years from April 01, 2014Nationality: Indian

70 Independent Director

3 Name: Basant KabraAddress: 901, Red Rose, Pochkhanwala Road, Worli Sea Face, Worli, Mumbai 400030 MH IndiaOccupation: BusinessDIN: 00176807Term: 3 years from January 01, 2016Nationality: Indian

71 Managing Director

4 Name: Shiva Basant KabraAddress: 901 Red Rose Pochkhanwala Road Worli Sea Face,Worli Mumbai 400030 MH IndiaOccupation: BusinessDIN: 00190173Term: 3 years from April 01, 2016Nationality: Indian

39 Joint Managing Director

5 Name: Shyam Sunder JangidAddress: 401, Siddharudh Bhavan, Plot 333, Near Gayatri Mandir, 12th Road, Khar (West), Mumbai-400 052Occupation: Chartered AccountantsDIN: 01186353Term: 5 years from April 01, 2014Nationality: Indian

61 Independent Director

6 Name: Ms. Ritu JoshiAddress: N-1906, The Imperial, BB Nakashe Marg, Tardeo, Mumbai – 400034Occupation: Business & ResearchDIN: 02600483Nationality: Indian

45 Additional Director

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Brief Profile of the Directors of our Company

Mr. Basant Kabra - Chairman & Managing Director of the Company since 1991. More than four decades of experience in overall management of the Company. Mr. Basant Kabra holds a degree of Bachelors in Chemical Engineering.Mr. Shiva Kabra – Joint Managing Director- Oversees the marketing, business development and strategy of the Company. Over 14 years of experience in the field of marketing, business development and strategy. Mr. Shiva Kabra is a graduate in Economics and Mathematics and holds a degree of Masters in Business Administration.Mr. Shyam Sunder Jangid – Independent Director - Mr. Jangid is Practicing Chartered Accountant and has over 27 years of professional experience in the various fields. He is a Chartered Accountant, Company Secretary, law graduate and MBA from Indian School of Business Management & Administration.Mr. Rakesh Agrawal – Independent Director - He is a Post Graduate (Master of Engineering – Chemical) from Stevens Institute of Technology, New Jersey.Mr. Gaurav Himatsingka – Independent Director - He is graduate and has completed Diploma in Business Administration at Swansea Institute of Higher Education, University of Wales, U.K.Ms. Ritu Joshi - Additional Director has over 20 years of experience in marketing, consulting, Start-up and Corporate experience both in the US and in India. She holds a Bachelor’s degree in Economics and Statistics and Master’s degree in Management Information Systems and a second Master’s degree in Indology.Directors Relationship with other Directors

Ø Mr. Basant Kabra is father of Mr. Shiva Kabra, Joint Managing Director & Ms. Ritu Joshi, Additional Director of the Company. Ø Mr. Shiva Kabra is son of Mr. Basant Kabra, Managing Director & brother of Ms. Ritu Joshi, Additional Director of the Company. Ø Ms. Ritu Joshi is daughter of Mr. Basant Kabra, Managing Director & sister of Mr. Shiva Kabra, Joint Managing Director.Borrowing powers of the Board of Directors

In terms of the Articles of Association, the Board may, subject to the provisions of Sections 179 and 180 of the Companies Act, 2013, from time to time at its discretion, by a resolution passed at a meeting of the Board, generally raise or borrow or secure the payment of any sum or sums of money for our Company. Provided, however, where the moneys to be borrowed together with the moneys already borrowed (apart from temporary loans obtained from the bankers of our Company in the ordinary course of business) exceed the aggregate of the paid-up capital of our Company and its free reserves, not being reserves set apart for any specific purpose, the Board shall not borrow such moneys without the consent of shareholders in a general meeting.Interest of our Directors

All our Executive Directors may be deemed to be interested to the extent of the remuneration, annual bonus and perquisites paid to them for their services rendered to our Company. Our Non – Executive Directors may be deemed to be interested to the extent of annual commission and sitting fee paid to them for attending each meeting of the Board or committees thereof..Except for Mr. Basant Kabra, Mr. Shiva Kabra and Ms. Ritu Joshi, who are the promoters of the Company, none of the Directors are interested in the promotion of our Company. Our Directors, including independent Directors, may also be regarded as interested in the Equity Shares, if any, held by them and also 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 in the contracts, agreements or arrangements entered into or to be entered into by our Company with any company in which they hold directorships or any partnership firm in which they are partners.Except as otherwise stated in this Placement Document, our Company has not entered into any contract, agreement or arrangement during the preceding two years from the date of this Placement Document in which any of the Directors are interested, directly or indirectly, and no payments have been made to them in respect of any such contracts, agreements or arrangements which are proposed to be made with them.Other than as disclosed in this Placement Document, there are no outstanding transactions other than in the ordinary course of business undertaken by our Company, in which the Directors are interested. Further, our Company has not availed any loans from the Directors which are currently outstanding.For further details, see the chapter titled “Financial Statements – Related Party Transactions” beginning on page 118.Shareholding of Directors and Key Managerial Personnel (As per latest report as on September 30, 2017)

The following table sets forth the equity shareholding of the Directors of the Company as on September 30, 2017:

Name Designation Number of Equity sharesPercentage shareholding in our

Company (%)Gaurav Himatsingka Independent Director 15,000 0.1Nyana Sabharwal* Whole-time Director 3,24,900 2.07Basant Kabra Managing Director 6,99,132 4.46Shiva Basant Kabra Joint Managing Director 15,74,150 10.04Shyam Sunder Jangid Independent Director Nil NilRakesh Shivbhagwan Agrawal Independent Director Nil NilRitu Joshi** Additional Director 5,44,213 3.47

* Resigned w.e.f. October 01, 2017

** Appointed w.e.f. December 25, 2017

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Terms of appointment of our Managing Director and Promoter Mr. Basant Kabra

Mr. Basant Kabra was appointed as Managing Director of the Company for a period of three years with effect from January 01, 2016, on the recommendation of the Nomination & Remuneration Committee.

Terms of appointment of our Joint Managing Director and Promoter Mr. Shiva Kabra

Mr. Shiva Kabra was appointed as a Whole-time Director of the Company for a period of three years with effect from January 1, 2013. On the recommendation of the Nomination & Remuneration Committee, the Board of Directors at its meeting held on May 25, 2016, has re-appointed Mr. Shiva Kabra (DIN: 00190173) as a Whole time Director of the Company for a further period of three years with effect from April 1, 2016, subject to the approval of the members. Mr. Shiva Kabra has been re-designated as Joint Managing Director of the Company w.e.f. August 30, 2017.

Remuneration to Executive Directors:

The Executive Directors including Managing Director and Joint Managing Directors are paid remuneration by way of salary, commission, perquisites, incentives and allowances, as recommended by the Nomination and Remuneration Committee and the Board of Directors.

The details of remuneration paid to the executive directors during the financial year 2016-17 are given as under:

(Rs. In million)

Category Basic SalaryAllowances, Perquisites and

other BenefitsCommission* Total

Mr. Basant Kabra 2.7 1.45 4.25 8.40

Mr. Shiva Kabra 4.2 3.09 8.50 15.79

Ms. Nyana Sabharwal** 0.84 0.54 4.25 5.63

*Relates to FY 2016-17 & paid in the FY 2017-18.

** Resigned w.e.f. October 1, 2017

Below are the details of the remuneration paid to him in the Fiscal 2017, Fiscal 2016 and Fiscal 2015:

(Rs. In million.)

Name of the Director Fiscal Year2016-17

Fiscal Year2015-16

Fiscal Year2014-15

Mr. Basant Kabra 8.40 9.94 9.38Mr. Shiva Kabra 15.79 16.05 12.07Ms. Nyana Sabharwal* 5.63 5.66 3.49

* Resigned w.e.f. October 1, 2017

Independent Directors’ Commission and Sitting Fees

Our non-executive Directors are paid remuneration by way of sitting fees of Rs. 50,000/- for attending each meeting of our Board, Rs. 40,000/- for attending each meeting of our Audit Committee and Rs. 20,000/- for attending each meeting of our other committees such as the Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee.

(Rs. In million.)

NameSitting Fees Paid in Financial Year 2016-17

TotalBoard Meeting Committee Meeting

Mr. S.S. Jangid 0.10 0.14 0.24Mr. Rakesh Agrawal 0.05 0.05 0.10Mr. Gaurav Himatsingka 0.10 0.10 0.20

The following table sets forth details of commission and sitting fees paid by our Company to the current Non- Executive Directors for the current Fiscal 2017, Fiscal 2016 and Fiscal 2015:

(Rs. In million)

Name of the Independent Director Fiscal Year 2017 Fiscal Year 2016 Fiscal Year 2015

Mr. S.S. Jangid 0.24 0.32 0.18Mr. Rakesh Agrawal 0.10 0.04 0.03Mr. Gaurav Himatsingka 0.20 0.25 0.16

75

Corporate Governance

Our Company is required to comply with applicable corporate governance requirements, including the SEBI Listing Regulations with the Stock Exchanges and the SEBI ICDR Regulations in respect of the constitution of the Board and committees thereof. The corporate governance framework of our Company is based on an effective, independent Board of Directors, separation of the supervisory role of the Board of Directors from the executive management team and proper constitution of the committees of the Board of Directors, as required by law.

The Board of Directors function either as a full Board or through various committees constituted to oversee specific operational areas. The executive management of our Company provides the Board of Directors with detailed reports on the performance of our Company periodically.

The Board of Directors presently consists of six (6) Directors with two Executive Non-Independent Director, one Non-Executive Non-Independent Director and three Non-Executive Independent Directors.

Organisation Structure

Committee of the Board of Directors

Our Board of Directors presently has 5 Committees which have been constituted in accordance with the relevant provisions of the Companies Act, the SEBI Listing Regulations and the SEBI ICDR Regulations: (i) Audit Committee, (ii) Nomination and Remuneration Committee, (iii) Stakeholders Relationship Committee, (iv) Corporate Social Responsibility Committee and (v) Capital Raising Committee.

The following table sets forth the details of the members of the aforesaid committees:

Committee Members Designation

Audit Committee Mr. S. S. Jangid,Mr. Rakesh Agrawal andMr. Gaurav Himatsingka

ChairmanMemberMember

Nomination and Remuneration Committee Mr. S. S. Jangid

Mr. Rakesh AgrawalMr. Gaurav Himatsingka

ChairmanMemberMember

Stakeholders Relationship Committee Mr. S. S. Jangid

Mr. Basant Kabra

Ms. Reena Shah

ChairmanMemberCompliance Officer

Corporate Social ResponsibilityCommittee

Mr. S. S. Jangid

Mr. Basant Kabra

Mr. Shiva Kabra

ChairmanMemberMember

Capital Raising Committee Mr. S. S. Jangid

Mr. Shiva Kabra

Mr. Gaurav Himatsingka

ChairmanMemberMember

Key Managerial Personnel & Remuneration (Annual Report-2017)

Under the provisions of the Companies Act, 2013, the management of the whole of the affairs of a company is entrusted to a managing director who exercises his powers subject to the superintendence, control and direction of the board of directors.

The table below sets out the names of our key managerial personnel and their current responsibilities:

Name Designation Remuneration

(Rs. In million)

Date of appointment

Mr. Basant Kabra Managing Director 8.40 January 14, 1991Mr. Shiva Kabra Joint Managing Director 15.79 July 1, 2006Ms. Nyana Sabharwal* Whole-time Director 5.63 October 1, 2014Mr. Rahul Khettry Chief Financial Officer 5.76 January 4, 2016Ms. Shama Pawar** Company Secretary 0.51 January 4, 2016Ms. Reena Shah*** Company Secretary 0.10 February 13, 2017

* Resigned w.e.f October 01, 2017.

** Ms. Shama Pawar has resigned w.e.f. November 5, 2016

*** Ms. Reena Shah was appointed as Company Secretary w.e.f February 13, 2017

76

Brief Profiles of the Key Managerial Personnel

Mr. Basant Kabra

Mr. Basant Kabra, 71 years of age, is the Managing Director of the Company with effect from January 14, 1991. He holds a degree in Chemical Engineering. Also, having the experience of more than four decades in overall management. His role is to manage and supervise the business of the Company effectively in accordance with the overall strategies and policies of the Company.Mr. Shiva Kabra

Mr. Shiva Kabra, 39 years of age, holds a degree in Economics and Mathematics and a Post-Graduation in Business Administration. He have more than 13 years of Experiences in Marketing, Business Development and Strategy. His primary role is to manage and supervise business operations of the Company effectively in accordance with the overall strategies and policies of the Company. Mr. Shiva Kabra was appointed as a Whole-time Director of the Company and now he has been re-designated as Joint Managing Director of the Company w.e.f. August 30, 2017.Mr. Rahul Khettry

Mr. Rahul Khettry, 42 years of age, is the Chief Financial Officer of the Company with effect from January 4, 2016. He is an Honors Graduate in Commerce. He has more than 15 years of Experience in leading and managing companies including multi-national Joint Ventures. His primary role is to manage and supervise business operations of the Company effectively in accordance with the overall strategies and policies of the Company.Ms. Reena Shah

Ms. Reena Shah, 29 years of age, is the Company Secretary & Compliance Officer of the Company with effect from February 13, 2017 is qualified Company Secretary and an Associate Member of Institute of Company Secretaries of India and law graduate from Mumbai University. Further she has 5 years of experience in the areas of Secretarial, Compliance and Legal. Her area of expertise include Corporate Laws, Insider Trading Regulations, drafting and negotiation of agreement, prevention of Insider Trading act, etc.Relationship between Key Managerial Personal and Directors

Ø Mr. Basant Kabra is father of Mr. Shiva Kabra, Joint Managing Director Ø Mr. Shiva Kabra is son of Mr. Basant Kabra, Managing DirectorOther than that none of our Key Managerial Personnel are related to the Directors or to each other.Interests of Key Managerial Personnel

Our key managerial personnel do not have any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and to the extent of the Equity Shares held by them or their dependents in our Company, if any.Other than as disclosed in this Placement Document, there are no outstanding transactions other than in the ordinary course of business undertaken by our Company, in which the key managerial personnel are interested. The perquisites and allowances that may be payable to the key managerial personnel of our Company are in accordance with our Company’s human resources policies. Except as disclosed above, our key managerial personnel are not entitled to any other non-salary related amount or benefit.Shareholding of Key Managerial Personnel other than Directors

The following table sets out the equity shareholding of the Key Managerial Personnel other than Directors of our Company as on September 30, 2017:

Name of the Key Managerial Personnel

Number of Equity shares Percentage shareholding in our Company (%)

Mr. Rahul Khettry NIL NILMs. Reena Shah NIL NIL

Related Party Transactions

During the last three financial years, our Company has not entered into any materially significant related party transaction which would have potential conflict with the interests of the Company at large and was not in ordinary course of business or not on an arm’s length basis.Related party transactions entered by our Company during the last three Financial Years are determined in accordance with Accounting Standard 18 issued by the ICAI. For further details, see the chapter titled “Financial Statements – Related Party Transactions” beginning on page 118.Loans to Directors and Key Managerial Personnel

As on the date of this Placement Document, there are no amounts which are due to our Company, from any of its Directors or key managerial personnel in the nature of loans and advances. Our Company has not given any guarantees in favour of any Director or any key managerial personnel.Policy on disclosure and internal procedure for prevention of insider trading

Our Company has implemented a code of conduct for prevention of insider trading in accordance with the SEBI Prohibition of Insider Trading Regulations.Other Confirmations

Except as stated above in “Interest of our Directors” and “Interests of Key Managerial Personnel”, none of our Directors or any key managerial personnel of our Company has any financial or other material interest in this Issue.

77

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83

ISSUE PROCEDURE

The following is a summary intended to present a general outline of the procedure relating to the application, bidding, payment, Allocation and Allotment of the Equity Shares to be issued pursuant to the Issue. The procedure followed in the Issue may differ from the one mentioned below, and investors are presumed to have apprised themselves of the same from our Company or the BRLM. Investors that apply in this Issue will be required to confirm and will be deemed to have represented to our Company, the BRLM and their respective directors, officers, agents, advisors, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares and will not offer, sell, pledge or transfer the Equity Shares to any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares. Our Company and the BRLM and their respective directors, officers, agents, advisors, affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares. Investor is advised to inform themselves of any restrictions or limitations that may be applicable to them. See the chapters titled “Distribution and Solicitation Restrictions” and “Transfer Restrictions” beginning on pages 92 and 96, respectively.

The Issue is being made to QIBs in reliance upon Chapter VIII of the SEBI Regulations and section 42 of the Companies Act, 2013 and the rules thereunder. The Issue has been approved by our members in the EGM dated October 15, 2017 and has been approved by our Board on August 29, 2017.

Our Company has received the in-principle approvals dated December 13, 2017 and December 13, 2017 from the NSE and the BSE, respectively, under Regulation 28 (1) of the SEBI Listing Regulations. Our Company has also filed a copy of this Placement Document with the Stock Exchanges.

After the Allotment of Equity Shares, our Company shall make applications to the Stock Exchanges for the listing approvals. Subsequently, after the credit of Equity Shares to the beneficiary accounts with the Depository Participant, our Company shall make applications to the Stock Exchanges for the final listing and trading approvals.

Our Company shall also make the requisite filings with the RoC and SEBI within the stipulated period as required under the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014.

The Equity Shares have not been and will not be registered under the U.S. Securities Act or registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold (a) in the United States only to persons who are qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) pursuant to Section 4(a)(2) or another available exemption from registration under the U.S. Securities Act, and (b) outside the United States in offshore transactions in reliance on Regulation S or pursuant to another exemption from, or in transactions not subject to, the registration requirements of the U.S. Securities Act. The Equity Shares are transferable only in accordance with the restrictions described under the sections “Distribution and Solicitation Restrictions” and “Transfer Restrictions” on pages 92 and 96, respectively.

Qualified Institutions Placement

The Issue is being made only to QIBs in reliance upon Chapter VIII of the ICDR Regulations and Section 42 of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and, through the mechanism of a QIP. Under Chapter VIII of the ICDR Regulations and Section 42 of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a company may issue equity shares to QIBs subject to certain conditions including:

• the shareholders of the issuer have passed a special resolution approving such QIP. Such special resolution must specify (a) that the allotment of securities is proposed to be made pursuant to the QIP; and (b) the Relevant Date;

• equity shares of the same class of such issuer, which are proposed to be allotted through the QIP, are listed on a recognised stock exchange in India having nation-wide trading terminals for a period of at least one year prior to the date of issuance of notice to its shareholders for convening the meeting to pass the above- mentioned special resolution;

• the aggregate of the proposed issue and all previous QIPs made by the issuer in the same financial year does not exceed five times the net worth (as defined in the ICDR Regulations) of the issuer as per the audited balance sheet of the previous financial year;

• the issuer shall be in compliance with the minimum public shareholding requirements set out in the SCRR;

• the issuer shall have completed allotments with respect to any prior offer or invitation made by the issuer or shall have withdrawn or abandoned any prior invitation or offer made by the issuer;

• the issuer shall offer to each Allottee at least such number of the securities in the issue which would aggregate to at least Rs. 20,000 calculated at the face value of the securities;

• the offer must be made through a private placement offer letter and an application form serially numbered and addressed specifically to the QIB to whom the offer is made and is sent within 30 days of recording the names of such QIBs;

• the offering of securities by issue of public advertisements or utilisation of any media, marketing or distribution channels or agents to inform the public about the issue is prohibited

At least 10% of the equity shares issued to QIBs must be allotted to Mutual Funds, provided that, if this portion or any part thereof to be allotted to mutual funds remains unsubscribed, it may be allotted to other QIBs.

Bidders are not allowed to withdraw their Bids after the Issue Closing Date.

84

Additionally, there is a minimum pricing requirement under the ICDR Regulations. The Floor Price shall not be less than the average of the weekly high and low of the closing prices of the Equity Shares of the same class of the Equity Shares of the Issuer quoted on the stock exchange during the two weeks preceding the Relevant Date. However, a discount of up to 5% of the Floor Price is permitted in accordance with the provisions of the ICDR Regulations.

The “Relevant Date” referred to above, for Floor Price, will be the date of the meeting in which the Board of Directors or any committee duly authorised by the Board of Directors decides to open the Issue and “stock exchange” means any of the recognised stock exchanges in India on which the equity shares of the issuer of the same class are listed and on which the highest trading volume in such equity shares has been recorded during the two weeks immediately preceding the Relevant Date.

Our Company has applied for and received the in-principle approval of the Stock Exchanges under Regulation 28(1) of the Listing Regulations for the listing of the Equity Shares on the Stock Exchanges. Our Company has also delivered a copy of this Placement Document to the Stock Exchanges.

Our Company shall also make the requisite filings with the RoC and SEBI within the stipulated period as required under the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014.

The Issue has been authorized by (i) the Board pursuant to a resolution passed on August 29, 2017, and (ii) the shareholders, pursuant to a resolution passed by way of Postal Ballot on October 15, 2017.

The Equity Shares will be Allotted within 12 months from the date of the shareholders’ resolution approving the QIP and within 60 days from the date of receipt of subscription money from the successful Bidders. For details of refund of application money, please see the section “Issue Procedure – Pricing and Allocation – Designated Date and Allotment of Equity Shares” beginning on page 83.

The Equity Shares issued pursuant to the Issue must be issued on the basis of this Placement Document and the Preliminary Placement Document that shall contain all material information including the information specified in Schedule XVIII of the ICDR Regulations and the requirements prescribed under Form PAS-4 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The Preliminary Placement Document and this Placement Document are private documents provided to only select investors through serially numbered copies and are required to be placed on the website of the concerned Stock Exchanges and of our Company with a disclaimer to the effect that it is in connection with an issue to QIBs and no offer is being made to the public or to any other category of investors.

The minimum number of Allottees for the Issue shall not be less than:

• two, where the issue size is less than or equal to Rs. 2,500 million; and

• five, where the issue size is greater than Rs. 2,500 million.

No single allottee shall be allotted more than 50 % of the issue size.

QIBs that belong to the same group or that are under common control shall be deemed to be a single allottee. For details of what constitutes “same group” or “common control”, please see the section “Issue Procedure— Application Process—Application Form” beginning on page 83.

Securities allotted to a QIB pursuant to the Issue shall not be sold for a period of one year from the date of allotment except on the floor of a recognised stock exchange in India. Allotments made to FVCIs, VCFs and AIFs in the Issue are subject to the rules and regulations that are applicable to them, including in relation to lock-in requirements.

The Equity Shares offered hereby have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in reliance on Regulation S. For a description of certain restrictions on transfer of the Equity Shares, please see “Transfer Restrictions”.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Issue Procedure

1. Our Company and BRLM shall circulate serially numbered copies of the Preliminary Placement Document and the serially numbered Application Form, either in electronic or physical form, to the QIBs and the Application Form will be specifically addressed to such QIBs. In terms of Section 42(7) of the Companies Act, 2013, our Company shall maintain complete records of the QIBs to whom the Preliminary Placement Document and the serially numbered Application Form have been dispatched. Our Company will make the requisite filings with the RoC and SEBI within the stipulated time period as required under the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014.

2. The list of QIBs to whom the Bid-cum-Application Form is delivered shall be determined by our Company in consultation with the BRLM. UNLESS A SERIALLY NUMBERED PRELIMINARY PLACEMENT DOCUMENT ALONG WITH THE SERIALLY NUMBERED APPLICATION FORM IS ADDRESSED TO A PARTICULAR QIB, NO INVITATION TO SUBSCRIBE SHALL BE DEEMED TO HAVE BEEN MADE TO SUCH QIB. Even if such documentation were to come into the possession of any person other than the intended recipient, no offer or invitation to offer shall be deemed to have been made to such person and any application that does not comply with this requirement shall be treated as invalid. Our Company shall intimate the Bid/Issue Opening Date to the Stock Exchanges.

3. QIBs may submit an Application Form, including any revisions thereof, during the Bidding Period to the BRLM.

85

4. Bidders will be required to indicate the following in the Application Form:

• name of the QIB to whom Equity Shares are to be Allotted;

• number of Equity Shares Bid for;

• price at which they are agreeable to subscribe for the Equity Shares, provided that QIBs may also indicate that they are agreeable to submit a Bid at “Cut-off Price”; which shall be any price as may be determined by our Company in consultation with the BRLM at or above the Floor Price or the Floor Price net of such discount as approved in accordance with ICDR Regulations;

• details of the depository account to which the Equity Shares should be credited; and

• a representation that it is outside the United States, and it has agreed to certain other representations set forth in the Application Form;

• SEBI registration number, if applicable.

Note: Each sub-account of an FII other than a sub-account which is a foreign corporate or a foreign individual will be considered as an individual QIB and separate Application Forms would be required from each such sub- account for submitting Bids. FIIs or sub-accounts of FIIs are required to indicate SEBI FII/ sub-account registration number in the Application Form.

5. Once a duly completed Application Form (including the revision of bids) is submitted by a QIB, such Application Form constitutes an irrevocable offer and cannot be withdrawn after the Issue Closing Date. The Issue Closing Date shall be notified to the Stock Exchanges and the QIBs shall be deemed to have been given notice of such date after receipt of the Application Form.

6. The Bids made by asset management companies or custodians of Mutual Funds shall specifically state the names of the concerned schemes for which the Bids are made. In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI. Upon receipt of the Application Form, after the Issue Closing Date, our Company shall determine the final terms, including the Issue Price of the Equity Shares to be issued pursuant to the Issue in consultation with the BRLM. Upon determination of the final terms of the Equity Shares, the BRLM will send the serially numbered CAN to the QIBs who have been Allocated the Equity Shares. The dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the QIB to pay the entire Issue Price for all the Equity Shares Allocated to such QIB. The CAN shall contain details such as the number of Equity Shares Allocated to the QIB and payment instructions including the details of the amounts payable by the QIB for Allotment of the Equity Shares in its name and the Pay-In Date as applicable to the respective QIB. PLEASE NOTE THAT THE ALLOCATION WILL BE AT THE ABSOLUTE DISCRETION OF OUR COMPANY.

7. Pursuant to receiving a CAN, each successful Bidder shall be required to make the payment of the entire application monies for the Equity Shares indicated in the CAN at the Issue Price, only through electronic transfer to our Company’s designated bank account by the Pay-In Date as specified in the CAN sent to the respective successful Bidder. No payment shall be made by successful Bidder in cash. Please note that any payment of application money for the Equity Shares shall be made from the bank accounts of the relevant QIBs applying for the Equity Shares. Monies payable on Equity Shares to be held by joint holders shall be paid from the bank account of the person whose name appears first in the application. Pending Allotment, all monies received for subscription of the Equity Shares shall be kept by our Company in a separate bank account with a scheduled bank and shall be utilised only for the purposes permitted under the Companies Act, 2013.

8. Upon receipt of the application monies from the QIBs, our Company shall Allot Equity Shares as per the details in the CANs sent to the successful Bidder.

9. After passing the resolution for Allotment and prior to crediting the Equity Shares into the depository participant accounts of the successful Bidders, our Company shall apply to the Stock Exchanges for listing approvals. Our Company will intimate to the Stock Exchanges the details of the Allotment and apply for approvals for final listing of the Equity Shares on the Stock Exchanges prior to crediting the Equity Shares into the beneficiary account maintained with the Depository Participant by the successful Bidder.

10. After receipt of the listing approvals of the Stock Exchanges, our Company shall credit the Equity Shares Allotted pursuant to this Issue into the Depository Participant accounts of the respective Allottees.

11. Our Company will then apply for the final trading approvals from the Stock Exchanges.

12. The Equity Shares that would have been credited to the beneficiary account with the Depository Participant of the QIBs shall be eligible for trading on the Stock Exchanges only upon the receipt of final trading and listing approvals from the Stock Exchanges.

13. Upon receipt of intimation of final trading and listing approval from the Stock Exchanges, our Company shall inform the Allottees of the receipt of such approval. Our Company and the BRLM shall not be responsible for any delay or non-receipt of the communication of the final trading and listing permissions from the Stock Exchanges or any loss arising from such delay or non-receipt. Final listing and trading approvals granted by the Stock Exchanges are also placed on their respective websites. QIBs are advised to apprise themselves of the status of the receipt of the permissions from the Stock Exchanges or our Company.

Qualified Institutional Buyers

Only QIBs as defined in Regulation 2(1)(zd) of the SEBI ICDR Regulations and not otherwise excluded pursuant to Regulation 86(1)(b) of the SEBI ICDR Regulations are eligible to invest. Currently, under Regulation 2(1)(zd) of the SEBI ICDR Regulations, a QIB means:

• alternate investment funds registered with SEBI

• Eligible FPIs;

• foreign venture capital investors registered with SEBI;

86

• insurance companies registered with Insurance Regulatory and Development Authority;

• insurance funds set up and managed by army, navy or air force of the Union of India;

• insurance funds set up and managed by the Department of Posts, India;

• multilateral and bilateral development financial institutions;

• Mutual Fund;

• pension funds with minimum corpus of Rs. 250 million;

• provident funds with minimum corpus of Rs. 250 million;

• public financial institutions as defined in Section 4A of the Companies Act, 1956 (Section 2(72) of the Companies Act, 2013);

• scheduled commercial banks;

• state industrial development corporation;

• the National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government published in the Gazette of India; and

• venture capital funds registered with SEBI;

FIIs (other than a sub-account which is a foreign corporate or a foreign individual) and Eligible FPIs are permitted to participate through the portfolio investment scheme under Schedule 2 and Schedule 2A of FEMA 20 respectively, in this Issue. FIIs and Eligible FPIs are permitted to participate in the Issue subject to compliance with all applicable laws and such that the shareholding of the FPIs do not exceed specified limits as prescribed under applicable laws in this regard.

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means the same set of ultimate beneficial owner(s) investing through multiple entities) is not permitted to exceed 10% of our post-Issue Equity Share capital. Further, in terms of the FEMA 20, the total holding by each FPI shall be below 10% of the total paid-up Equity Share capital of our Company and the total holdings of all FPIs put together shall not exceed 24% of the paid-up Equity Share capital of our Company. The aggregate limit of 24% may be increased up to the sectoral cap by way of a resolution passed by the Board of Directors followed by a special resolution passed by the shareholders of our Company.

Eligible FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be specified by the Government from time to time.

An FII or sub-account (other than a sub-account which is a foreign corporate or a foreign individual) who holds a valid certificate of registration from SEBI shall be deemed to be an FPI until the expiry of the block of three years for which fees have been paid as per the SEBI FII Regulations. An FII or sub-account (other than a sub-account which is a foreign corporate or a foreign individual) may participate in the Issue, until the expiry of its registration as a FII or sub-account, or until it obtains a certificate of registration as FPI, whichever is earlier. If the registration of an FII or sub-account has expired or is about to expire, such FII or sub-account may, subject to payment of conversion fees under the SEBI FPI Regulations, participate in the Issue. An FII or sub-account shall not be eligible to invest as an FII after registering as an FPI under the SEBI FPI Regulations.

In terms of the FEMA 20, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs as well as holding of FIIs (being deemed FPIs) shall be included. FPI’s investing in this Issue should ensure that they are eligible under the applicable law or regulation to apply in this Issue.

Allotments to FVCIs, VCFs and AIFs in the Issue are subject to the rules and regulations that are applicable to them, including in relation to lock-in requirements.

Under Regulation 86(1) (b) of the SEBI ICDR Regulations, no Allotment shall be made pursuant to the Issue, either directly or indirectly, to any QIB being, or any person related to, the Promoters. QIBs which have all or any of the following rights shall be deemed to be persons related to the Promoters:

Ø rights under a shareholders’ agreement or voting agreement entered into with the Promoters or persons related to the Promoters;

Ø veto rights; or

Ø a right to appoint any nominee director on the Board.

Provided, however, that a QIB which does not hold any shares in our Company and which has acquired the aforesaid rights in the capacity of a lender shall not be deemed to be related to the Promoters.

Our Company and the BRLM are not liable for any amendment or modification or change to applicable laws or regulations, which may occur after the date of this Placement Document. QIBs are advised to make their independent investigations and satisfy themselves that they are eligible to apply. QIBs are advised to ensure that any single application from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in this Placement Document. Further, QIBs are required to satisfy themselves that their Bids would not eventually result in triggering a tender offer under the Takeover Code, and the QIB shall be solely responsible for compliance with the provisions of the Takeover Code, SEBI (Prohibition of Insider Trading) Regulations, 2015 and other applicable laws, rules, regulations, guidelines and circulars.

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A minimum of 10% of the Equity Shares in the Issue shall be allotted to Mutual Funds. If no Mutual Fund is agreeable to take up the minimum portion as specified above, such minimum portion (or part thereof not so taken up) may be allotted to other QIBs.

Note: Affiliates or associates of the BRLM who are QIBs may participate in the Issue in compliance with applicable laws.

Application Process Application Form

QIBs shall only use the serially numbered Application Forms (which are addressed to them) supplied by our Company and the BRLM in either electronic form or by physical delivery for the purpose of making a Bid (including revision of a Bid) in terms of this Placement Document.

By making a Bid (including the revision thereof) for Equity Shares through Application Forms and pursuant to the terms of this Placement Document, the QIB will be deemed to have made the following representations and warranties and the representations, warranties and agreements made under the sections “Notice to Investors”, “Representations by Investors”, “Distribution and Solicitation Restrictions” and “Transfer Restrictions” beginning on pages 1, 3, 92, and 96, respectively:

1. The QIB confirms that it is a QIB in terms of Regulation 2(1)(zd) of the SEBI ICDR Regulations and is not excluded under Regulation 86 of the SEBI ICDR Regulations, has a valid and existing registration under the applicable laws in India (as applicable) and is eligible to participate in the Issue;

2. The QIB confirms that it is not a Promoters and is not a person related to the Promoters, either directly or indirectly and its Application Form does not directly or indirectly represent the Promoters or Promoter Group or persons related to the Promoters as defined in the SEBI ICDR Regulations;

3. The QIB confirms that it has no rights under a shareholders’ agreement or voting agreement with the Promoters or persons related to the Promoters, no veto rights or right to appoint any nominee director on the Board other than those acquired in the capacity of a lender which shall not be deemed to be a person related to the Promoters as defined in the SEBI ICDR Regulations;

4. The QIB acknowledges that it has no right to withdraw its Application after the Issue Closing Date;

5. The QIB confirms that if Equity Shares are Allotted through this Issue, it shall not, for a period of one year from Allotment, sell such Equity Shares otherwise than on the Stock Exchanges;

6. The QIB confirms that the QIB is eligible to Bid and hold Equity Shares so Allotted. The QIB further confirms that the holding of the QIB, does not and shall not, exceed the level permissible as per any applicable regulations applicable to the QIB;

7. The QIB confirms that its Bids would not eventually result in triggering a tender offer under the Takeover Code;

8. The QIB confirms that to the best of its knowledge and belief, the number of Equity Shares Allotted to it pursuant to the Issue, together with other Allottees that belong to the same group or are under common control, shall not exceed 50 % of the Issue Size. For the purposes of this representation:

• The expression ‘belong to the same group’ shall derive meaning from the concept of ‘companies under the same group’ as provided in sub-section (11) of Section 372 of the Companies Act, 1956; and

• ‘Control’ shall have the same meaning as is assigned to it by Regulation 2(1)(e) of the Takeover Code;

9. The QIBs shall not undertake any trade in the Equity Shares credited to its beneficiary account maintained with the Depository Participant until such time that the final listing and trading approvals for the Equity Shares are issued by the Stock Exchanges.

10. The Bidder represents that it is outside the United States and is acquiring the Equity Shares in an offshore transaction in reliance on Regulation S, meeting the requirements of Rule 903 or 904 of Regulation S and it shall not offer, sell, pledge or otherwise transfer such Equity Shares except in an offshore transaction complying with Regulation S or pursuant to any other available exemption from registration under the U.S. Securities Act and in accordance with all applicable securities laws of the states of the United States and any other jurisdiction, including India. The Bidder confirms that it has agreed to certain other representations set forth in the Bid Cum Application Form. It also confirms all other applicable representations and warranties included under “Representations by Investors”, “Notice to Investors”, “Distribution and Solicitation Restrictions” and “Transfer Restrictions” beginning on pages 3, 1, 92 and 96 respectively.

QIBS MUST PROVIDE THEIR DEPOSITORY ACCOUNT DETAILS, PERMANENT ACCOUNT NUMBER, THEIR DEPOSITORY PARTICIPANT’S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE APPLICATION FORM. QIBS MUST ENSURE THAT THE NAME GIVEN IN THE APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. FOR THIS PURPOSE, ELIGIBLE SUB ACCOUNTS OF AN FII WOULD BE CONSIDERED AS AN INDEPENDENT QIB.

IF SO REQUIRED BY THE BRLM, THE QIB SUBMITTING A BID, ALONG WITH THE APPLICATION FORM, WILL ALSO HAVE TO SUBMIT REQUISITE DOCUMENT(S) TO THE BRLM TO EVIDENCE THEIR STATUS AS A “QIB” AS DEFINED HEREINABOVE.

IF SO REQUIRED BY THE BRLM, COLLECTION BANK(S) OR ANY STATUTORY OR REGULATORY AUTHORITY IN THIS REGARD, INCLUDING AFTER ISSUE CLOSURE, THE QIB SUBMITTING A BID AND/OR BEING ALLOTTED EQUITY SHARES IN THE ISSUE, WILL ALSO HAVE TO SUBMIT REQUISITE DOCUMENT(S) TO FULFIL THE KNOW YOUR CUSTOMER (KYC) NORMS.

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Demographic details such as address and bank account will be obtained from the Depositories as per the Depository Participant account details given above.

The submission of an Application Form by a QIB shall be deemed a valid, binding and irrevocable offer for the QIB to pay the entire Issue Price for the Equity Shares (as indicated by the CAN) and becomes a binding contract on the QIB upon issuance of the CAN by our Company in favour of the QIB.

Bids by Mutual Funds

The bids made by the asset management companies or custodian of Mutual Funds shall specifically state the names of the concerned schemes for which the Bids are made. Each scheme/fund of a mutual fund registered with SEBI, will have to submit separate Application Form.

Each mutual fund will have to submit separate Application Forms for each of its participating schemes. Such applications will not be treated as multiple bids provided that the bids clearly indicate the scheme for which the bid has been made. However, for the purpose of calculating the number of allotters/applicants, various schemes of the same mutual fund will be considered as a single allottee/applicant.

The above information is given for the benefit of the Bidders. We and the BRLM are not liable for any amendments or modification or changes in applicable laws or regulations, which may happen after the date of this Placement Document. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under the applicable laws and regulations.

Submission of Application Form

All Application Forms must be duly completed with information including the number of Equity Shares applied for. All Application Forms duly completed along with payment and a copy of the PAN card or PAN allotment letter shall be submitted to the BRLM either through electronic form or through physical delivery at the following address:

Name Address Contact Person Contact Details

Fortress Capital Management Services Private Limited

Daryanagar, 2nd floor, 69, Maharishi Karve Road,

Marine Lines, Mumbai – 400002

Mr. Hitesh Doshi Tel: 022-2200 7973 to 76

Fax: 022-22031609

Email: hiteshdoshi@fortress.co.in

The BRLM shall not be required to provide any written acknowledgement of receipt of the Application Form.

Permanent Account Number or PAN

Each QIB should mention its PAN allotted under the IT Act in the Application Form. Applications without this information will be considered incomplete and are liable to be rejected. QIBs should not submit the GIR number instead of the PAN as the Application Form is liable to be rejected on this ground.

Pricing and Allocation Build-up of the Book

The QIBs shall submit their Bids (including the revision of bids) within the Bidding Period to the BRLM. Such Bids cannot be withdrawn after the Issue Closing Date. The book shall be maintained by the BRLM.

Price Discovery and Allocation

Our Company, in consultation with the BRLM, shall determine the Issue Price, which shall be at or above the Floor Price. However, our Company may offer a discount of not more than five (5) % on the Floor Price in terms of Regulation 85 of the SEBI ICDR Regulations.

After finalization of the Issue Price, our Company shall update this Placement Document with the Issue details and file the same with the Stock Exchanges as the Preliminary Placement Document.

Method of Allocation

Our Company shall determine the Allocation in consultation with the BRLM on a discretionary basis and in compliance with Chapter VIII of the ICDR Regulations. Bids received from the QIBs at or above the Issue Price shall be grouped together to determine the total demand.

The Allocation to all such QIBs will be made at the Issue Price. Allocation shall be decided by us in consultation with the BRLM on a discretionary basis. Allocation to Mutual Funds for up to a minimum of 10 % of the Issue Size shall be undertaken subject to valid Bids being received at or above the Issue Price.

THE DECISION OF OUR COMPANY IN CONSULTATION WITH THE BRLM IN RESPECT OF ALLOCATION SHALL BE FINAL AND BINDING ON ALL QIBS. QIBS MAY NOTE THAT ALLOCATION OF EQUITY SHARES IS AT THE SOLE AND ABSOLUTE DISCRETION OF OUR COMPANY IN CONSULTATION WITH THE BRLM AND QIBS MAY NOT RECEIVE ANY ALLOCATION EVEN IF THEY HAVE SUBMITTED VALID APPLICATION FORMS AT OR ABOVE THE ISSUE PRICE. NEITHER OUR COMPANY NOR THE BRLM ARE OBLIGED TO ASSIGN ANY REASON FOR ANY NON- ALLOCATION.

CAN

Based on the Application Forms received, our Company, in consultation with the BRLM, in their sole and absolute discretion, shall decide the successful Bidder to whom the serially numbered CAN shall be sent, pursuant to which the details of the Equity Shares Allocated to them and the details of the amounts payable for Allotment of such Equity Shares in their respective names shall be notified to such successful Bidder.

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Additionally, a CAN will include details of the relevant Escrow Account into which such payments would need to be made, address where the application money needs to be sent, Pay-In Date as well as the probable designated date, being the date of credit of the Equity Shares to the respective successful Bidder’s account.

The successful Bidders would also be sent the serially numbered CAN. The dispatch of the serially numbered Preliminary Placement Document and the serially numbered CAN to the successful QIBs shall be deemed a valid, binding and irrevocable contract for the QIB to furnish all details that may be required by Company and the BRLM and to pay the entire Issue Price for all the Equity Shares Allocated to such QIB.

QIBs are advised to instruct their Depository Participant to accept the Equity Shares that may be Allotted to them pursuant to the Issue.

Bank Account for Payment of Application Money

Our Company has opened an escrow bank account; the “Control Print Limited– QIP Escrow Account” with Yes Bank Limited in terms of the arrangement among our Company, the BRLM and Yes Bank Limited as Escrow Bank. The QIB will be required to deposit the entire amount payable for the Equity Shares Allocated to it by the Pay-In Date as mentioned in, and in accordance with, the respective CAN.

Payments are to be made only through electronic fund transfer.

Note: Payments through cheques are liable to be rejected.

If the payment is not made favoring “Control Print Limited– QIP Escrow Account” within the time stipulated in the CAN, the Application Form and the CAN of the QIB are liable to be cancelled.

Our Company undertakes to utilize the amount deposited in “Control Print Limited– QIP Escrow Account” only for the purposes of (i) adjustment against Allotment of Equity Shares in the Issue; or (ii) repayment of application money if our Company is not able to Allot Equity Shares in the Issue.

In case of cancellations or default by the QIBs, our Company, the BRLM has the right to reallocate the Equity Shares at the Issue Price among existing or new QIBs at their sole and absolute discretion.

Designated Date and Allotment of Equity Shares

The Equity Shares will not be Allotted unless the successful QIBs pay the amount payable as mentioned in the CAN issued to them to the “Control Print Limited– QIP Escrow Account” as stated above. The Equity Shares in the Issue will be issued and Allotment shall be made only in dematerialized form to the Allottees. Allottees will have the option to re-materialize the Equity Shares, if they so desire, as per the provisions of the Companies Act and the Depositories Act. Post the Allotment, the successful Bidders/Allottee would also be sent a serially numbered Placement Document either in electronic form or by physical delivery.

Our Company, at its sole discretion, reserves the right to cancel the Issue at any time up to Allotment without assigning any reason whatsoever. Post the Allotment and credit of Equity Shares into the QIBs’ Depository Participant accounts, our Company will apply for final trading and listing approvals from the Stock Exchanges.

In the case of QIBs who have been Allotted more than 5% of the Equity Shares in the Issue, our Company shall disclose the name and the number of the Equity Shares Allotted to such QIB to the Stock Exchanges and the Stock Exchanges will make the same available on their website.

The Escrow Bank shall release the monies lying to the credit of the Escrow Cash Account to our Company after Allotment of Equity Shares to QIBs.

In accordance with the Companies Act, 2013, in the event that our Company is unable to issue and Allot the Equity Shares offered in the Issue or there is a cancellation of the Issue within 60 days from the date of receipt of application money from a successful Bidder, our Company shall repay the application money within 15 days from expiry of 60 day period, failing which our Company shall repay that money to such successful Bidders with interest at the rate of 12 % per annum from expiry of the 60th day. The application money to be refunded by our Company shall be refunded to the same bank account from which application money was remitted by the QIBs.

Other Instructions

Right to Reject Applications

Our Company, in consultation with the BRLM, may reject Bids, in part or in full, without assigning any reason whatsoever. The decision of our Company and the BRLM in relation to the rejection of Bids shall be final and binding.

Equity Shares in Dematerialized form with NSDL or CDSL

The Allotment of the Equity Shares in the Issue shall be only in dematerialized form (i.e., not in physical certificates but be fungible and be represented by the statement issued through the electronic mode). A QIB applying for Equity Shares to be issued pursuant to the Issue must have at least one beneficiary account with a Depository Participant of either NSDL or CDSL prior to making the Bid. Allotment to a successful QIB will be credited in electronic form directly to the beneficiary account (with the Depository Participant) of the QIB.

Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity with NSDL and CDSL. The Stock Exchanges have electronic connectivity with NSDL and CDSL. The trading of the Equity Shares to be issued pursuant to the Issue would be in dematerialized form only for all QIBs in the demat segment of the respective Stock Exchanges.

Our Company and the BRLM will not be responsible or liable for the delay in the credit of Equity Shares to be issued pursuant to the Issue due to errors in the Application Form or otherwise on part of the QIBs.

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Release of funds to our Company

The Escrow Bank shall not release the monies lying to the credit of the “Control Print Limited – QIP Escrow Account” till such time, that it receives an instruction in pursuance to the Escrow Agreement, along with the Listing approval of the Stock Exchanges for the Equity Shares offered in the Issue.

Equity Shares in dematerialized form with NSDL or CDSL

The Allotment of the Equity Shares in this Issue shall be only in dematerialized form (i.e., not in the form of physical certificates but be fungible and be represented by the statement issued through the electronic mode).

1. A QIB applying for Equity Shares in the Issue must have at least one beneficiary account with a Depository Participant of either NSDL or CDSL prior to making the Bid.

2. The Equity Shares Allotted to a successful QIB will be credited in electronic form directly to the beneficiary account (with the Depository Participant) of the QIB.

3. Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity with NSDL and CDSL. The BSE and the NSE have electronic connectivity with CDSL and NSDL.

4. The trading of the Equity Shares issued pursuant to the Issue would be in dematerialized form only for all QIBs in the demat segment of the respective Stock Exchanges.

5. Our Company and the BRLM will not be responsible or liable for the delay in the credit of Equity Shares due to errors in the Application Form or otherwise on the part of the QIBs.

6. For details of our Company Secretary and Compliance Officer, see the section titled “General Information” on page 117.

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PLACEMENT

Placement Agreement

The BRLM has entered into a placement agreement dated December 29, 2017 with our Company, pursuant to which the BRLM has agreed to procure, on a reasonable efforts basis, QIBs to subscribe for Equity Shares to be issued pursuant to the Issue, pursuant to Chapter VIII of the SEBI ICDR Regulations and applicable provisions of the Companies Act and Rules made thereunder.

The Placement Agreement contains customary representations and warranties as well as indemnities from us and is subject to certain conditions and termination provisions contained therein.

Applications will be made to list the Equity Shares and admit them to trading on the Stock Exchanges. No assurance can be given as to the liquidity or sustainability of the trading market for the Equity Shares, the ability of holders of the Equity Shares to sell their Equity Shares or the price at which holders of the Equity Shares will be able to sell their Equity Shares.

This Placement Document has not been, and will not be, registered as a prospectus with the Registrar of Companies in India and no Equity Shares will be offered in India or overseas to the public or any members of the public in India or to any class of investors other than QIBs.

In connection with the Issue, the BRLM (or their affiliates) may, for their own accounts, enter into asset swaps, credit derivatives or other derivative transactions relating to the Equity Shares at the same time as the offer and sale of the Equity Shares, or in secondary market transactions. As a result of such transactions, the BRLM may hold long or short positions in such Equity Shares. These transactions may comprise a substantial portion of the Issue and no specific disclosure will be made of such positions. Affiliates of the BRLM may purchase Equity Shares and be allocated Equity Shares.

Lock-up

Our Company has agreed that it will not, without the prior written consent of the BRLM (which such consent shall not be unreasonably withheld), for the period commencing from the date of the Placement Agreement and ending 90 days from the Closing Date, directly or indirectly: (a) issue, offer, lend, pledge (save and except in cases where such pledge is given as an additional security and not primary security), sell, contract to sell or issue, sell any option or contract to purchase, purchase any option or contract to sell or issue, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Equity Shares, or any securities convertible into or exercisable or exchangeable for Equity Shares or publicly announce an intention with respect to any of the foregoing; (b) enter into any swap or other agreement that transfers, directly or indirectly, in whole or in part, any of the economic consequences of ownership of Equity Shares or any securities convertible into or exercisable or exchangeable for Equity Shares; or (c) publicly announce any intention to enter into any transaction whether any such transaction described in (a) or (b) above is to be settled by delivery of Equity Shares, or such other securities, in cash or otherwise. Provided however that the foregoing restrictions will not be applicable to and / or restrict the conversion of the FCCBs, which have already been issued by the Company and are outstanding as on the date of the Issue.

Our Promoters have agreed that without the prior written consent of the BRLM (which such consent shall not be unreasonably withheld), they will not, during the period commencing from the date of the Placement Agreement and ending 90 days after the date of allotment of the Issue Shares, directly or indirectly: (a) sell, contract to sell, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge (save and except in cases where such pledge is given as an additional security and not primary security) or otherwise transfer or dispose of, directly or indirectly, any Equity Shares, or any securities convertible into or exercisable or exchangeable for Equity Shares or publicly announce an intention with respect to any of the foregoing; (b) enter into any swap or other agreement that transfers, directly or indirectly, in whole or in part, any of the economic consequences of ownership of Equity Shares or any securities convertible into or exercisable or exchangeable for Equity Shares; or (c) publicly announce any intention to enter into any transaction whether any such transaction described in (a) or (b) above is to be settled by delivery of Equity Shares, or such other securities, in cash or otherwise; provided however that the foregoing restrictions will (i) not be applicable to any pledge or mortgage of the Equity Shares already existing on the date of the Placement Agreement or transfer of such existing pledge or mortgage; and (ii) not restrict the existing shareholders of our Company from acquiring or purchasing any Equity Shares in our Company, directly or indirectly, in accordance with and subject to applicable laws

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DISTRIBUTION AND SOLICITATION RESTRICTIONS

The distribution of this Placement Document and the offer, sale or delivery of the Equity Shares is restricted by law in certain jurisdictions. Persons who come into possession of this Placement Document or any other offering material relating to the Equity Shares are advised to take legal advice with regard to any restrictions that may be applicable to them and to observe such restrictions. This Placement Document may not be used for the purpose of an offer or sale in any circumstances in which such offer or sale is not authorized or permitted.

GENERAL

No action has been or will be taken in any jurisdiction by the Company or the Book Running Lead Manager, that would permit a public offering of the Equity Shares to occur in any jurisdiction or the possession, circulation or distribution of this Placement Document or any other material relating to the Company or the Equity Shares in the Issue in any jurisdiction where action for such purpose is required. Accordingly, the Equity Shares in the Issue may not be offered or sold, directly or indirectly and neither this Placement Document nor any other offering material or advertisements in connection with the offering of Equity Shares issued pursuant to the Issue 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 and will not impose any obligations on the Company or the Book Running Lead Manager. The Issue will be made in compliance with the SEBI Regulations. Each subscriber of the Equity Shares in the Issue will be required to make, or will be deemed to have made, as applicable, the acknowledgments and agreements as described under “Transfer Restrictions” on page 96.

India

This Placement Document is for information purposes only and does not constitute an offer or invitation for any investment or subscription for the Equity Shares in India. Accordingly, this Placement Document may not be distributed or made available (in whole or in part) directly or indirectly in India in connection with any offer or invitation for any investment or subscription of the Equity Shares or to residents of India and any Equity Shares may not be offered, sold, transferred or delivered directly or indirectly in India to, or for the account or benefit of any resident of India, except in compliance with the private placement exemptions under the applicable laws and regulations in India. No action has been or will be taken that would allow an offering of the Equity Shares to the public in India and this Placement Document has not been and will not be registered as a prospectus or a statement in lieu of prospectus with any regulator in India, including the Securities and Exchange Board of India for further review and approval. This Placement Document is strictly personal to the recipient and neither this Placement Document and nor the offering of the Equity Shares is calculated to result, directly or indirectly, in the Shares becoming available for subscription or purchase by any person other than to whom the offer is made.

Australia

This Placement Document is not a disclosure document under Chapter 6D of the Corporations Act, 2001 (the “Australian Corporations Act”), and has not been lodged with the Australian Securities & Investments Commission and does not purport to include the information required of a disclosure document under the Australian Corporations Act. (i) The offer of the Equity Shares under this Placement Document is only made to persons to whom it is lawful to offer the Equity Shares without disclosure to investors under Chapter 6D of the Australian Corporations Act under one or more exemptions set out in Section 708 of the Australian Corporations Act; (ii) this Placement Document is made available in Australia to persons as set forth in clause (i) above; and (iii) by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (ii) above and agrees not to sell or offer for sale within Australia any Equity Share sold to the offeree within 12 months after their issue or transfer to the offeree under this Placement Document.

Cayman Islands

No offer or invitation to purchase Equity Shares may be made to the public in the Cayman Islands.

Dubai International Financial Centre

This Placement Document relates to an exempt offer (an “Exempt Offer”) in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (the “DFSA”). This Placement Document is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this Placement Document nor taken steps to verify the information set out in it, and has no responsibility for it. The Equity Shares to which this Placement Document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Equity Shares offered should conduct their own due diligence on the Equity Shares. If you do not understand the contents of this Placement Document, you should consult an authorized financial adviser. For the avoidance of doubt, the Equity Shares are not interests in a “fund” or a “collective investment scheme” within the meaning of either the Collective Investment Law (DIFC Law No. 2 of 2010) or the Collective Investment Rules Module of the Dubai Financial Services Authority Rulebook.

European Economic Area (including Liechtenstein, Iceland and Norway)

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each a “Relevant Member State”), an offer may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Equity Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), make an offer of Equity Shares to the public in that Relevant Member State at any time:

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Ø to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

Ø to any legal entity which has two or more of (i) an average of at least 250 employees during the last Financial Year, (ii) a total balance sheet of more than €50,000,000, as show in its last annual consolidated accounts;

Ø to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Book Running Lead Manager for any such offer; or

Ø in any other circumstances which do not require the publication of a prospectus pursuant to Article 3(2) of the Prospectus Directive.

provided that no such offer of Equity Shares shall result in a requirement for the publication by our Company or the Book Running Lead Manager of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Equity Shares to the public” in relation to any of the Equity Shares in any Relevant Member States means the communication in any form and by any means, of sufficient information on the terms of the offer and the Equity Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Equity Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.

Hong Kong

No Equity Shares have been offered or sold, and no Equity Shares may be offered or sold, in Hong Kong by means of any document, other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal agent; or to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong. No document, invitation or advertisement relating to the Equity Shares has been issued or may be issued, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted under the securities laws of Hong Kong) other than with respect to the Equity Shares which are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.

Japan

The offering of the Equity Shares has not been and will not be registered under the Financial Instruments and Exchange Law of Japan, as amended (the “Financial Instruments and Exchange Law”). No Equity Shares have been offered or sold, and will not be offered or sold, directly or in directly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for reoffering or re-sale, directly or indirectly in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and otherwise in compliance with the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial ordinances of Japan.

Korea

The Equity Shares have not been registered under the Korean Securities and Exchange Law, and the Equity Shares acquired in connection with the distribution contemplated hereby may not be offered or sold, directly or indirectly, in Korea or to or for the account of any resident thereof, except as otherwise permitted by applicable Korean laws and regulations, including, without limitation, the Korean Securities and Exchange Law and the Foreign Exchange Transaction Laws.

Kuwait

The Equity Shares have not been authorized or licensed for offering, marketing or sale in the State of Kuwait. The distribution of this Placement Document and the offering and sale of the Equity Shares in the State of Kuwait is restricted by law unless a license is obtained from the Kuwaiti Ministry of Commerce and Industry in accordance with Law 31 of 1990.

Malaysia

No approval of the Securities Commission of Malaysia has been or will be obtained in connection with the offer and sale of the Equity Shares in Malaysia nor will any prospectus or other offering material or document in connection with the offer and sale of the Equity Shares be registered with the Securities Commission of Malaysia. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, nor may any document or other material in connection therewith be distributed in Malaysia.

Mauritius

Our shares may not be offered, distributed or sold, directly or indirectly, in Mauritius or to any resident of Mauritius, except as permitted by applicable Mauritius securities law. No offer or distribution of securities will be made to the public in Mauritius.

New Zealand

This Placement Document is not a prospectus. It has not been prepared or registered in accordance with the Securities Act 1978 of New Zealand (the “New Zealand Securities Act”). This Placement Document is being distributed in New Zealand only to persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money, within the meaning of section 3(2)(a)(ii) of the New Zealand Securities Act (“Habitual Investors”). By accepting this Placement Document, each investor represents and warrants that if they receive this Placement Document in New Zealand they are a Habitual Investor and they will not disclose this Placement Document to any person who is not also a Habitual Investor.

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Oman

By receiving this Placement Document, the person or entity to whom it has been issued understands, acknowledges and agrees that this Placement Document has not been approved by the Capital Market Authority of Oman (the “CMA”:) or any other regulatory body or authority in the Sultanate of Oman (“Oman”), nor has the Book Running Lead Manager or any placement agent acting on its behalf received authorisation, licensing or approval from the CMA or any other regulatory authority in Oman, to market, offer, sell, or distribute interests in the Equity Shares within Oman.

No marketing, offering, selling or distribution of any interests in the Equity Shares has been or will be made from within Oman and no subscription for any interests in the Equity Shares may or will be consummated within Oman. Neither the Book Running Lead Manager nor any placement agent acting on its behalf is a company licensed by the CMA to provide investment advisory, brokerage, or portfolio management services in Oman, nor a bank licensed by the Central Bank of Oman to provide investment banking services in Oman. Neither the Book Running Lead Manager nor any placement agent acting on its behalf advise persons or entities resident or based in Oman as to the appropriateness of investing in or purchasing or selling securities or other financial products.

Nothing contained in this Placement Document is intended to constitute Omani investment, legal, tax, accounting or other professional advice. This Placement Document is for your information only, and nothing herein is intended to endorse or recommend a particular course of action. You should consult with an appropriate professional for specific advice on the basis of your situation.

People’s Republic of China

This Placement Document, may not be circulated or distributed in the People’s Republic of China and the Equity Shares may not be offered or sold directly or indirectly to any resident of the People’s Republic of China, or offered or sold to any person for reoffering or resale directly or indirectly to any resident of the People’s Republic of China except pursuant to applicable laws and regulations of the People’s Republic of China. The Book Running Lead Manager has represented and agreed that neither it nor any of its affiliates have offered or sold or will offer or sell any of the Equity Shares in the People’s Republic of China (excluding Hong Kong, Macau and Taiwan) as part of the Issue. We do not represent that this Placement Document may be lawfully distributed, or that any Equity Shares may be lawfully offered, in compliance with any applicable registration or other requirements in the People’s Republic of China, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by us which would permit a public offering of any Equity Shares or distribution of this document in the People’s Republic of China. Accordingly, the Equity Shares are not being offered or sold within the People’s Republic of China by means of this Placement Document or any other document. Neither this Placement Document nor any advertisement or other offering material may be distributed or published in the People’s Republic of China, except under circumstances that will result in compliance with any applicable laws and regulations.

Qatar

The Equity Shares have not been offered, sold or delivered, and will not be offered, sold or delivered at any time, directly or indirectly, in the state of Qatar in a manner that would constitute a public offering. This Placement Document has not been reviewed or registered with Qatari Government Authorities, whether under Law No. 25 (2002) concerning investment funds, Central Bank resolution No. 15 (1997), as amended, or any associated regulations. Therefore, this Placement Document is strictly private and confidential, and is being issued to a limited number of sophisticated investors, and may not be reproduced or used for any other purposes, nor provided to any person other than recipient thereof.

Singapore

The Book Running Lead Manager has acknowledged that this Placement Document has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Book Running Lead Manager has represented and agreed that it has not offered or sold any Equity Shares issued pursuant to the Issue or caused such Equity Shares to be made the subject of an invitation for subscription or purchase and will not offer or sell such Equity Shares issued pursuant to the Issue or cause such Equity Shares to be made the subject of an invitation for subscription or purchase, and have not circulated or distributed, nor will they circulate or distribute, this Placement Document or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of such Equity Shares issued pursuant to the Issue, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (“SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Equity Shares are subscribed or purchased under Section 275 by a relevant person which is:

Ø a corporation (which is not an accredited investor) (as defined in Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

Ø a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

Ø securities (as defined in Section 239(1) of the SFA) of that corporation to the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the Equity Shares pursuant to an offer made under Section 275 except:

Ø to an institutional investor under Section 274 of the SFA or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

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Ø where no consideration is or will be given for the transfer;

Ø where the transfer is by operation of law; or

Ø as specified in Section 276(7) of the SFA.

Switzerland

This Placement Document does not constitute an issue prospectus pursuant to Art. 652a of the Swiss Code of Obligations. The Equity Shares will not be listed on the SWX Swiss Exchange, and therefore, this Placement Document does not comply with the disclosure standards of the Listing Rules of the SWX Swiss Exchange. Accordingly, the Equity Shares may not be offered to the public in or from Switzerland, but only to a selected and limited group of investors, which do not subscribe the Shares with a view to distribution to the public. The investors will be individually approached by the Book Running Lead Manager. This Placement Document is personal to each offeree and does not constitute an offer to any other person. This Placement Document may only be used by those persons to whom it has been handed out in connection with the offer described herein and may neither directly nor indirectly be distributed or made available to other persons without the express consent of our Company. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in or from Switzerland.

United Arab Emirates

This Placement Document is not intended to constitute an offer, sale or delivery of shares or other securities under the laws of the United Arab Emirates (the “UAE”). The Equity Shares have not been and will not be registered under Federal Law No. 4 of 2000 Concerning the Emirates Securities and Commodities Authority and the Emirates Security and Commodity Exchange, or with the UAE Central Bank, the Dubai Financial Market, the Abu Dhabi Securities market or with any other UAE exchange. the Issue, the Equity Shares and interests therein do not constitute a public offer of securities in the UAE in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise. This Placement Document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the Equity Shares may not be offered or sold directly or indirectly to the public in the UAE.

By receiving this Placement Document, the person or entity to whom this Placement Document has been issued understands, acknowledges and agrees that the Equity Shares have not been and will not be offered, sold or publicly promoted or advertised in the Dubai International Financial Centre other than in compliance with laws applicable in the Dubai International Financial Centre, governing the issue, offering or sale of securities. The Dubai Financial Services Authority has not approved this Placement Document nor taken steps to verify the information set out in it, and has no responsibility for it.

United Kingdom

The Book Running Lead Manager has represented and agreed that it:

Ø is a person who is a qualified investor within the meaning of Section 86(7) of the Financial Services and Markets Act 2000 (the “FSMA”), being an investor whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business;

Ø has not offered or sold and will not offer or sell the Equity Shares other than to persons who are qualified investors within the meaning of Section 86(7) of the FSMA or who it reasonably expects will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Equity Shares would otherwise constitute a contravention of Section 19 of the FSMA by us;

Ø has only communicated or caused to be communicated and 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) received by it in connection with the issue or sale of the Equity Shares in circumstances in which Section 21(1) of the FSMA does not apply to it; and

Ø has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Equity Shares in, from or otherwise involving the United Kingdom.

United States of America

The Equity Shares have not been and will not be registered under the Securities Act, or the laws of any state of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold only (1) in the United States to persons who are U.S. QIBs, and (2) outside the United States in offshore transactions in reliance on Regulation S and the applicable laws of each jurisdiction where such offers and sales occur. Each purchaser of the Equity Shares offered by this Placement Document will be deemed to have made the representations, agreements and acknowledgements as described under “Transfer Restrictions” in this Placement Document.

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TRANSFER RESTRICTIONS

The Equity Shares Allotted in the Issue is not permitted to be sold for a period of one year from the date of Allotment, except on the Stock Exchanges. Due to the following restrictions, investors are advised to consult legal counsel prior to making any resale, pledge or transfer of the Equity Shares, except if the resale of the Equity Shares is by way of a regular sale on the Stock Exchanges. Subject to the foregoing, by accepting this Placement Document and purchasing any Equity Shares under the Issue, you are deemed to have represented, warranted, acknowledged and agreed with the Company and the BRLM as follows:

• you have received a copy of the Preliminary Placement Document and such other information as you deem necessary to make an informed decision and that you are not relying on any other information or the representation concerning the Company or the Equity Shares and neither the Company nor any other person responsible for this document or any part of it or the Book Running Lead Manager will have any liability for any such other information or representation;

• you are purchasing the Equity Shares in an offshore transaction meeting the requirements of Rule 903 or 904 of Regulation S and you agree that you will not offer, sell, pledge or otherwise transfer such Equity Shares except in an offshore transactions complying with Regulation S or pursuant to any other available exemption from registration under the U.S. Securities Act and in accordance with all applicable securities laws of the states of the United States and any other jurisdiction, including India;

• you are authorised to consummate the purchase of the Equity Shares in compliance with all applicable laws and regulations;

• you acknowledge (or if you are a broker-dealer acting on behalf of a customer, your customer has confirmed to you that such customer acknowledges) that such Equity Shares have not been and will not be registered under the U.S. Securities Act;

• you certify that either (A) you are, or at the time the Equity Shares are purchased will be, the beneficial owner of the Equity Shares and are located outside the United States (within the meaning of Regulation S) or (B) you are a broker-dealer acting on behalf of your customer and your customer has confirmed to you that (i) such customer is, or at the time the Equity Shares are purchased will be, the beneficial owner of the Equity Shares, and (ii) such customer is located outside the United States (within the meaning of Regulation S);

• you are aware of the restrictions of the offer, sale and resale of the Equity Shares pursuant to Regulation S;

• the Equity Shares have not been offered to you by means of any “directed selling efforts” as defined in Regulation S;

• you are a sophisticated investor and have such knowledge and experience in financial, business and investments as to be capable of evaluating the merits and risks of the investment in the Equity Shares. You are experienced in investing in private placement transactions of securities of companies in a similar stage of development and in similar jurisdictions;

• you and any accounts for which you are subscribing to the Equity Shares (i) are each able to bear the economic risk of the investment in the Equity Shares, (ii) will not look to the Company or the Book Running Lead Manager or their respective affiliates for all or part of any such loss or losses that may be suffered, (iii) are able to sustain a complete loss on the investment in the Equity Shares, (iv) have no need for liquidity with respect to the investment in the Equity Shares, and (v) have no reason to anticipate any change in its or their circumstances, financial or otherwise, which may cause or require any sale or distribution by it or them of all or any part of the Equity Shares. You acknowledge that an investment in the Equity Shares involves a high degree of risk and that the Equity Shares are, therefore, a speculative investment. You are seeking to subscribe to the Equity Shares in this Issue for your own investment and not with a view to distribution;

• you have been provided access to this Placement Document which you have read in its entirety;

• you agree to indemnify and hold the Company and the Book Running Lead Manager and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of these representations and warranties. You will not hold any of the Company or the Book Running Lead Manager and their respective affiliates liable with respect to its investment in the Equity Shares. You agree that the indemnity set forth in this paragraph shall survive the resale of the Equity Shares;

• where you are subscribing to the Equity Shares for one or more managed accounts, you represent and warrant that you are authorised in writing, by each such managed account to subscribe to the Equity Shares for each managed account and to make (and you hereby make) the acknowledgements and agreements herein for and on behalf of each such account;

• the Company, the Book Running Lead Manager, their respective affiliates and others will rely upon the truth and accuracy of your representations, warranties, acknowledgements and undertakings set out in this document, each of which is given to (a) the Book Running Lead Manager on their own behalf and on behalf of the Company, and (b) to the Company, and each of which is irrevocable and, if any of such representations, warranties, acknowledgements or undertakings deemed to have been made by virtue of your purchase of the Equity Shares are no longer accurate, you will promptly notify the Company.

Any resale or other transfer or attempted resale or other transfer, made other than in compliance with the above stated restrictions will not be recognised by the Company.

Each purchaser of the Equity Shares within the United States purchasing pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act will be deemed to have represented and agreed that it has received a copy of this Placement Document and such other information as it deems necessary to make an informed investment decision and that:

• the purchaser is authorized to consummate the purchase of the Equity Shares in compliance with all applicable laws and regulations;

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• the purchaser acknowledges that the Equity Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States and are subject to significant restrictions on transfer;

• the purchaser is a “qualified institutional buyer” (as defined in Rule 144A), is aware that the sale to it is being made in a transaction not subject to the registration requirements of the Securities Act and is acquiring such Equity Shares for its own account or for the account of a qualified institutional buyer;

• it will notify any transferee to whom it subsequently offers, sells, pledges or otherwise transfers and the executing broker or any other agent involved in any resale of the Equity Shares of the restrictions applicable to the Equity Shares and instruct such transferee, broker or agent to abide by such restrictions;

• the purchaser is aware that the Equity Shares are being offered in the United States in a transaction not involving any public offering in the United States within the meaning of the Securities Act;

• if in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or any economic interest therein, such Equity Shares or any economic interest therein may be offered, sold, pledged or otherwise transferred only to a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, in accordance with Regulation S or in accordance with Rule 144 under the Securities Act (if available), in each case in accordance with any applicable securities laws of any state of the United States or any other jurisdiction;

• the Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and no representation is made as to the availability of the exemption provided by Rule 144 for re-sales of any Equity Shares;

• the purchaser will not deposit or cause to be deposited such Equity Shares into any depositary receipt facility established or maintained by a depositary bank other than a Rule 144A restricted depositary receipt facility, so long as such Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act;

• our Company shall not recognize any offer, sale, pledge or other transfer of the Equity Shares made other than in compliance with the above-stated restrictions; and

• the purchaser acknowledges that our Company and Book Running Lead Managers and their respective affiliates (as defined in Rule 405 of the Securities Act), and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any of such acknowledgements, representations and agreements deemed to have been made by virtue of its purchase of the Equity Shares are no longer accurate, it will promptly notify our Company, and if it is acquiring any of the Equity Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account.

Any resale or other transfer or attempted resale or other transfer, made other than in compliance with the above stated restrictions will not be recognized by our Company.

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INDIAN SECURITIES MARKET

The information in this section has been extracted from documents available on the website of SEBI and the Stock Exchanges and has not been prepared or independently verified by our Company or the BRLM or any of their respective affiliates or advisors.

India has a long history of organized securities trading. In 1875, the first stock exchange was established in Mumbai.

Indian Stock Exchanges

Indian stock exchanges are regulated primarily by SEBI, as well as by the Government acting through the Ministry of Finance, Capital Markets Division, under the Securities and Exchange Board of India Act, 1992, as amended (the “SEBI Act”), the Securities Contracts (Regulation) Act, 1956, as amended (the “SCRA”) and the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”). On June 20, 2012, SEBI, in exercise of its powers under the SCRA and the SEBI Act notified the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012 (the “SCR (SECC) Regulations”), which regulate inter alia the recognition, ownership and internal governance of stock exchanges and clearing corporations in India together with providing for minimum capitalization requirements for stock exchanges. The SCRA, the SCRR and the SCR (SECC) Regulations along with various rules, bye-laws and regulations of the respective stock exchanges, regulate the recognition of stock exchanges, the qualifications for membership thereof and the manner, in which contracts are entered into, settled and enforced between members of the stock exchanges.

The SEBI Act empowers SEBI to regulate the Indian securities markets, including stock exchanges and intermediaries in the securities markets, promote and monitor self-regulatory organisations and prohibit fraudulent and unfair trade practices. Regulations and guidelines concerning minimum disclosure requirements by public companies, investor protection, insider trading, substantial acquisitions of shares and takeover of companies, buy- backs of securities, employee stock option schemes, stockbrokers, merchant bankers, underwriters, mutual funds, foreign institutional investors, foreign portfolio investors, credit rating agencies and other securities market participants have been notified by the SEBI.

Most of the stock exchanges have their own governing board for self-regulation. The BSE and the NSE together hold a dominant position among the stock exchanges in terms of the number of listed companies, market capitalization and trading activity.

With effect from April 1, 2003, the stock exchanges in India operate on a trading day plus two, or T+2, rolling settlement system. At the end of the T+2 period, obligations are settled with buyers of securities paying for and receiving securities, while sellers transfer and receive payment for securities. For example, trades executed on a Monday would typically be settled on a Wednesday. In order to contain the risk arising out of the transactions entered into by the members of various stock exchanges either on their own account or on behalf of their customers, the stock exchanges have designed risk management procedures, which include compulsory prescribed margins on the individual broker members, based on their outstanding exposure in the market, as well as stock-specific margins from the members.

Listing of Securities

The listing of securities on a recognised Indian stock exchange is regulated by the applicable Indian laws including the Companies Act, the SCRA, the SCRR, the SEBI Act and various guidelines and regulations issued by the SEBI and the SEBI Listing Regulations of the respective stock exchanges. The SCRA empowers the governing body of each recognised stock exchange to suspend trading of or withdraw admission to dealings in the securities of a listed company for a breach of or non-compliance with, any of the conditions or breach of company’s obligations under the SEBI Listing Regulations or for any reason. SEBI also has the power to amend the SEBI Listing Regulations and bye-laws of the stock exchanges in India, to overrule a stock exchange’s governing body and withdraw recognition of a recognized stock exchange.

SEBI has notified the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 in relation to the voluntary and compulsory delisting of equity shares from the stock exchanges. In addition, certain amendments to the SCRR have also been notified in relation to delisting.

Pursuant to an amendment dated June 4, 2010 to the SCRR, all listed companies (except public sector companies) are required to maintain a minimum public shareholding of at least 25 %. Any listed company which had public shareholding of less than 25% at the time of commencement of the amendment dated June 4, 2010 to the SCRR was required to increase its public shareholding to at least 25 % within a period of three years from the date of such commencement. The SCRR also provides that if the public shareholding in a listed company falls below 25% at any time, such company is required to bring the public shareholding to 25% within a maximum period of 12 months from the date of such fall in the manner prescribed by the SEBI. Consequently, a listed company may be delisted from the stock exchanges for not complying with the minimum public shareholding requirement. Our Company is in compliance with this minimum public shareholding requirement.

Disclosures under the Companies Act, 2013 and SEBI Listing Regulations

Public limited companies are required under the Companies Act and the SEBI Listing Regulations to prepare, file with the registrar of companies and circulate to their shareholders audited annual accounts which comply with the disclosure requirements and regulations governing their manner of presentation and which include sections relating to corporate governance under the Companies Act, related party transactions and management’s discussion and analysis as required under the SEBI Listing Regulations. In addition, a listed company is subject to continuing disclosure requirements pursuant to the terms of the SEBI Listing Regulations.

Index-Based Market-Wide Circuit Breaker System

In order to restrict abnormal price volatility in any particular stock, the SEBI has instructed stock exchanges to apply daily circuit breakers which do not allow transactions beyond a certain level of price volatility. The index based market-wide circuit breaker system (equity and equity derivatives) applies at three stages of the index movement, at 10%, 15% and 20%. These circuit breakers, when triggered, bring about a co-ordinated trading halt in all equity and equity derivative markets nationwide. The market-wide circuit breakers are triggered by movement of

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either the SENSEX of the BSE or the S&P CNX NIFTY of the NSE, whichever is breached earlier. With effect from October 1, 2013, the Stock Exchanges, shall on a daily basis translate the 10 %, 15 % and 20 % circuit breaker limits of market wide index variation based on the previous days’ closing level of the index.

In addition to the market-wide index-based circuit breakers, there are currently in place individual scrip-wise price bands of 20 % movements either up or down for all scrips in the compulsory rolling settlement. However, no price bands are applicable on scrips on which derivative products are available or scrips included in indices on which derivative products are available.

The stock exchanges in India can also exercise the power to suspend trading during periods of market volatility. Margin requirements are imposed by stock exchanges that are required to be maintained by the stockbrokers.

BSE

BSE was established in 1875 and is the oldest stock exchange in India. In 1956, it became the first stock exchange in India to obtain permanent recognition from the Government under the SCRA. It has evolved over the years into its present status as one of the premier stock exchanges of India. Pursuant to the BSE (Corporatisation and Demutualisation) Scheme 2005 of the SEBI, with effect from August 19, 2005, the BSE was incorporated and is now a company under the Companies Act.

NSE

NSE was established by financial institutions and banks to serve as a national exchange and to provide nationwide online satellite-linked screen-based trading facilities with market-makers and electronic clearing and settlement for securities including government securities, debentures, public sector bonds and units. The NSE was recognised as a stock exchange under the SCRA in April 1993 and commenced operations in the wholesale debt market segment in June 1994.

Stock Market Indices

There are several indices of stock prices on NSE, which include the S&P CNX Nifty, CNX Nifty Junior, S&P CNX Defty, S&P CNX 500, CNX Midcap and CNX100. S&P CNX Nifty is a diversified 50 stock index accounting for various sectors of the economy. It is used for a variety of purposes such as benchmarking fund portfolios, index based derivatives and index funds. S&P CNX Nifty is owned and managed by India Index Services and Products Limited (IISL), which is a joint venture between the NSE and CRISIL.

The two indices which are generally used in tracking the aggregate price movements on BSE are the Sensex and the BSE 100 Index. The BSE Sensitive Index, or the Sensex, consists of listed shares of 30 large market capitalization companies. The companies are selected on the basis of market capitalization, liquidity and industry representation. The Sensex was first compiled in 1986 with the fiscal year ended March 31, 1979. The BSE 100 Index (formerly the BSE National Index) contains listed shares of 100 companies, including the 30 in the Sensex, with 1983-1984 as the base year.

Trading Hours

Trading on both the NSE and the BSE occurs from Monday to Friday, between 9:15 a.m. and 3:30 p.m. IST (excluding the 15 minutes pre-open session from 9:00 a.m. to 9:15 a.m. that has been introduced recently). The BSE and the NSE are closed on public holidays. The recognised stock exchanges have been permitted to set their own trading hours (in the cash and derivatives segments) subject to the condition that (i) the trading hours are between 9.00 a.m. and 5.00 p.m.; and (ii) the stock exchange has in place a risk management system and infrastructure commensurate to the trading hours

Trading Procedure

In order to facilitate smooth transactions, the BSE replaced its open outcry system with the BSE Online Trading (BOLT) facility in 1995. This totally automated screen based trading in securities was put into practice nation- wide. This has enhanced transparency in dealings and has assisted considerably in smoothening settlement cycles and improving efficiency in back-office work.

NSE has introduced a fully automated trading system called National Exchange for Automated Trading (NEAT), which operates on strict time/price priority besides enabling efficient trade. NEAT has provided depth in the market by enabling large number of members all over India to trade simultaneously, narrowing the spreads.

Internet-based Securities Trading and Services

Internet trading takes place through order routing systems, which route customer orders to exchange trading systems for execution. Stockbrokers interested in providing this service are required to apply for permission to the relevant stock exchange and also have to comply with certain minimum conditions stipulated by SEBI. The NSE became the first exchange to grant approval to its members for providing internet-based trading services. Internet trading is possible on both the “equities” as well as the “derivatives” segments of the NSE.

Takeover Code

Disclosure and mandatory bid obligations for listed Indian companies under Indian law are governed by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the “Takeover Code”), which provides specific regulations in relation to substantial acquisition of shares and takeover. Once the equity shares of a company are listed on a stock exchange in India, the provisions of the Takeover Code will apply to any acquisition of our Company’s shares/voting rights/control. The Takeover Code prescribes certain thresholds or trigger points in the shareholding a person or entity has in the listed Indian company, which give rise to certain obligations on part of the acquirer. Acquisitions up to a certain threshold prescribed under the Takeover Code mandate specific disclosure requirements, while acquisitions

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crossing particular thresholds may result in the acquirer having to make an open offer of the shares of the target company. The Takeover Code also provides for the possibility of indirect acquisitions, imposing specific obligations on the acquirer in case of such indirect acquisition.

Prohibition of Insider Trading Regulations

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“SEBI Prohibition of Insider Trading Regulations”) have been notified by SEBI to prohibit and penalize insider trading in India. An insider is, among other things, prohibited from dealing in the securities of a listed company when in possession of unpublished price sensitive information. The definition of “insider” includes any person who is a connected person or in possession of or having access to unpublished price sensitive information. As per SEBI Prohibition of Insider Trading Regulations, a connected person is one who has a connection with the company that is expected to put him in possession of unpublished price sensitive information. Immediate relatives and other categories of persons specified above are also presumed to be connected persons but such a presumption is a deeming legal fiction and is rebuttable. This definition is also intended to bring into its ambit persons who may not seemingly occupy any position in a company but are in regular touch with the company and its officers and are involved in the know of the company’s operations. Since “generally available information” is defined, it is intended that anyone in possession of or having access to unpublished price sensitive information should be considered an “insider” regardless of how one came in possession of or had access to such information. The onus of showing that a certain person was in possession of or had access to unpublished price sensitive information at the time of trading would, therefore, be on the person leveling the charge after which the person who has traded when in possession of or having access to unpublished price sensitive information may demonstrate that he was not in such possession or that he has not traded or he could not access or that his trading when in possession of such information was squarely covered by the exonerating circumstances. The board of directors, however, would cause public disclosures of such unpublished price sensitive information well before the proposed transaction to rule out any information asymmetry in the market.

The SEBI Prohibition of Insider Trading Regulations are primarily aimed at preventing abuse by trading when in possession of unpublished price sensitive information and therefore, what matters is whether the person who takes trading decisions is in possession of such information rather than whether the person who has title to the trades is in such possession. Every person on appointment as a key managerial personnel or a director of the company or upon becoming a promoter shall disclose his holding of securities of the company as on the date of appointment or becoming a promoter, to the company within seven days of such appointment or becoming a promoter. Every promoter, employee and director of every company shall disclose to the company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of 1 million rupees or such other value as may be specified. Further, every company shall notify the particulars of such trading to the stock exchange on which the securities are listed within two trading days of receipt of the disclosure or from becoming aware of such information. The board of directors of every company, whose securities are listed on a stock exchange, shall formulate and publish on its official website, a code of practices and procedures for fair disclosure of unpublished price sensitive information. The board of directors of every listed company and market intermediary shall formulate a code of conduct to regulate, monitor and report trading by its employees and other connected persons towards achieving compliance with these regulations.

Depositories

In August 1996, the Indian Parliament enacted the Depositories Act 1996 (the “Depositories Act”) which provides a legal framework for the establishment of depositories to record ownership details and effect transfers in electronic book-entry form. The SEBI framed regulations in relation to the formation and registration of such depositories, the registration of participants and the rights and obligations of the depositories, participants, companies and beneficial owners. The depository system has significantly improved the operation of the Indian securities markets.

Derivatives (Futures and Options)

Trading in derivatives is governed by the SCRA, the SCRR and the SEBI Act. The SCRA was amended in February 2000 and derivatives contracts were included within the term “securities”, as defined by the SCRA. Trading in derivatives in India takes place either on separate and independent derivatives exchanges or on a separate segment of an existing stock exchange. The derivatives exchange or derivatives segment of a stock exchange functions as a self-regulatory organisation under the supervision of the SEBI.

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DESCRIPTION OF THE EQUITY SHARES

Set forth below is certain information relating to our share capital, including a brief summary of some of the provisions of the Memorandum and Articles of Association, the Companies Act and certain related laws of India.

General

Our authorized capital is Rs 200 million divided into 20 million Equity Shares of Rs. 10. As of the date of this Placement Document, 15.67 million Equity Shares of Rs. 10 each were issued; paid up and outstanding.

Dividend

Under the Companies Act, 2013, unless the board recommends the payment of a dividend, the shareholders at a general meeting have no power to declare any dividend. Subject to certain conditions specified in the Companies Act, 2013, no dividend can be declared or paid by a company for any financial year except out of the profits of our Company for that year determined in accordance with the provisions of the Companies Act, 2013 or out of the undistributed profits of previous Fiscal Years or out of both, arrived at in accordance with the provisions of the Companies Act, 2013, or out of money provided by the Central Government or a state Government for payment of dividend by our Company in pursuance of a guarantee given by that government. Pursuant to Regulation 43 of the SEBI Listing Regulations, listed companies are required to declare and disclose their dividends on per share basis only. The dividend recommended by the Board and approved by the shareholders at a general meeting is distributed and paid to shareholders in proportion to the paid-up value of their equity shares as at the record date for which such dividend is payable. In addition, the board may declare and pay interim dividends. Under the Companies Act, 2013, dividends can only be paid in cash to shareholders listed on the register of shareholders on the date which is specified as the “record date” or “book closure date”. No shareholder is entitled to a dividend while unpaid calls on any of his equity shares are outstanding. Dividends must be paid within 30 days from the date of the declaration and any dividend that remains unpaid or unclaimed after that period must be transferred within seven days to a special unpaid dividend account held at a scheduled bank. Any money that remains unpaid or unclaimed for seven years from the date of such transfer must be transferred by our Company to the Investor Education and Protection Fund established by the Government and thereafter any claim with respect thereto will lapse.

Our Company may, before the declaration of any dividend in any financial year, transfer such percentage of its profits for that financial year as it may consider appropriate to the reserves of our Company. The Companies Act, 2013 and the Companies (Declaration of Dividend) Rules, 2014, provide that if the profit for a year is insufficient, the dividend for that year may be declared out of free reserves, subject to certain conditions prescribed under those legislations.

Capitalization of Reserves

As provided in the Articles of Association of our Company, our Company in a general meeting (on recommendation of the Board) may resolve that it is desirable to capitalize any part of the amount for the time being standing to the credit of our Company’s reserve accounts or to the credit of the profit and loss accounts or otherwise available for distribution; and that such sum be accordingly set free for distribution in the specified manner amongst the shareholders who would have been entitled thereto and distributed by way as such dividend and in the same proportion.

Any issue of bonus shares by a listed company would be subject to the guidelines issued by the SEBI. The relevant SEBI guidelines prescribe that no company shall, pending conversion of compulsorily convertible securities, issue any shares by way of bonus unless a similar benefit is extended to the holders of such compulsorily convertible securities, through a proportionate reservation of shares. Further, in order to issue bonus shares, a company should not have defaulted in the payment of interest or principal in respect of fixed deposits and interest on existing debentures or principal on redemption thereof and should have sufficient reason to believe that it has not defaulted in respect of any statutory dues of the employees. The declaration of bonus shares in lieu of a dividend cannot be made. A bonus issue may be made out of free reserves built out of genuine profits or share premium collected in cash and not from reserves created by revaluation of fixed assets.

The issue of bonus shares must take place within fifteen days from the date of approval by the board, if the Articles of Association of a company do not require such company to seek shareholders’ approval for capitalization of profits or reserves for making bonus issues. If a company is required to seek shareholders’ approval for capitalization of profits or reserves for making bonus issues, then the bonus issue should be implemented within two months from the date of the board meeting wherein the decision to issue bonus shares was taken subject to shareholders’ approval.

Pre-emptive Rights and Alteration of Share Capital

Subject to the provisions of the Companies Act, 2013, our Company can increase its share capital by issuing new equity shares. Such new equity shares must be offered to existing shareholders registered on the record date in proportion to the amount paid-up on those equity shares at that date. The offer shall be made by notice specifying the number of equity shares offered and the date (being not less than fifteen days and not exceeding thirty days from the date of the offer) after which the offer, if not accepted, will be deemed to have been declined. After such date the Board may dispose of the equity shares offered in respect of which no acceptance has been received, in such manner as they think is not disadvantageous to the shareholders and our Company. The offer is deemed to include a right exercisable by the person concerned to renounce the shares in favor of any other person provided that the person in whose favor such shares have been renounced is approved by the Board in their absolute discretion.

However, under the provisions of the Companies Act, 2013 and the Companies (Share Capital and Debentures) Rules, 2014, new shares may be offered to any persons, whether or not those persons include existing shareholders or employees to whom shares are allotted under a scheme of employees stock options, either for cash or for consideration other than cash, if a special resolution to that effect is passed by the shareholders of our Company in a general meeting. The issue of the Equity Shares pursuant to the Issue has been approved by a special resolution of our Company’s shareholders and such shareholders have waived their pre-emptive rights with respect to such Equity Shares.

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Our Company’s issued share capital may, among other things, be increased by the exercise of warrants attached to any of our Company’s securities entitling the holder to subscribe for shares. The Articles of Association provide that our Company may consolidate or sub-divide our Company’s share capital or cancel equity shares which have not been taken up by any person and diminish the amount of its share capital by the amount of the Shares so cancelled. Our Company can also alter its share capital by way of a reduction of capital, in accordance with the Companies Act, 2013.

General Meetings of Shareholders

Our Company must hold its annual general meeting each year within 15 months of the previous annual general meeting and within six months after the end of each accounting year. The RoC may extend this period in special circumstances at our Company’s request. The Board may convene an extraordinary general meeting of shareholders when necessary and shall convene such a meeting at the request of a shareholder or shareholders holding in the aggregate not less than 10% of our Company’s issued paid-up capital.

Written notices convening a meeting setting out the date and place of the meeting and its agenda must be given to members at least 21 days prior to the date of the proposed meeting and where any special business is to be transacted at the meeting an explanatory statement shall be annexed to the notice as required under the Companies Act, 2013. A general meeting may be called after giving shorter notice if consent is received, in writing or by electronic mode, from shareholders holding not less than 95% of our Company’s paid-up capital.

A listed company intending to pass a resolution relating to matters such as, but not limited to, an amendment in the objects clause of the memorandum of association, a buy-back of shares under the Companies Act, 2013, the giving of loans or extending a guarantee in excess of limits prescribed under the Companies Act, 2013 is required to pass the resolution by means of a postal ballot instead of transacting the business in the general meeting of our Company. A notice to all the shareholders must be sent along with a draft resolution explaining the reasons thereof and requesting them to send their assent or dissent in writing on a postal ballot within a period of thirty days from the date of such notice. Shareholders may exercise their right to vote at general meetings or through postal ballot by voting through e-voting facilities in accordance with the circular dated April 17, 2014 issued by the SEBI and the Companies Act, 2013. Under the Companies Act, 2013, unless, the Articles of Association provide for a larger number: (i) five shareholders present in person, if the number of shareholders as on the date of meeting is not more than 1,000; (ii) 15 shareholders present in person, if the number of shareholders as on the date of the meeting is more than 1,000 but up to 5,000; and (iii) 30 shareholders present in person, if the number of shareholders as on the date of meeting exceeds 5,000, shall constitute a quorum for a general meeting of our Company. The quorum requirements applicable to shareholder meetings under the Companies Act, 2013 have to be physically complied with.

Voting Rights

At a general meeting upon a show of hands, every member holding shares and entitled to vote and present in person has one vote. Upon a poll, the voting rights of each Shareholder entitled to vote and present in person or by proxy is in the same proportion to such Shareholder’s share of the paid-up equity capital of our Company.

Ordinary resolutions may be passed by simple majority of those present and voting. Special resolutions require that the votes cast in favor of the resolution must be at least three times the votes cast against the resolution. The Companies Act, 2013 provides that to amend the Articles of Association of a company, a special resolution is required to be passed in a general meeting.

A shareholder may exercise his voting rights by proxy to be given in the form required by the Articles of Association. The instrument appointing a proxy is required to be lodged with us not later than 48 hours before the time of the meeting, or in case of a poll, not less than 24 hours before the time appointed for taking the poll. A shareholder may, by a single power of attorney, grant a general power of representation regarding several general meetings of shareholders. Any shareholder may appoint a proxy. A corporate shareholder is also entitled to nominate a representative to attend and vote on its behalf at general meetings. A proxy may not vote except on a poll and does not have a right to speak at meetings. A shareholder which is a legal entity may appoint an authorized representative who can vote in all respects as if a member both on a show of hands and a poll.

The Companies Act, 2013 allows our Company to issue shares with differential rights as to dividend, voting or otherwise, subject to certain conditions. In this regard, the law requires that for a company to issue shares with differential voting rights, the company must have, inter alia, had distributable profits in terms of the Companies Act, 2013 for the last three financial years and it must not have defaulted in filing annual accounts and annual returns for the immediately preceding three financial years.

Register of Shareholders and Record Dates

Our Company is obliged to maintain a register and index of shareholders in terms of the Companies Act, 2013. Our Company shall be entitled to keep in any State or country outside India a branch register of shareholders resident in that State or country. Our Company recognizes as shareholders only those persons whose names appear on the register of shareholders and cannot recognize any person holding any share or part of it upon any express, implied or constructive trust, except as permitted by law. In the case of shares held in physical form, transfers of shares are registered on the register of shareholders upon lodgment of the share transfer form duly complete in all respects accompanied by a share certificate or, if there is no certificate, the letter of allotment in respect of shares transferred together with duly stamped transfer forms. In respect of electronic transfers, the depository transfers shares by entering the name of the purchaser in its books as the beneficial owner of the shares. In turn, the name of the depository is entered into our Company’s records as the registered owner of the shares. The beneficial owner is entitled to all the rights and benefits as well as the liabilities with respect to the shares held by a depository.

For the purpose of determining the shareholders, the register may be closed for periods not exceeding 45 days in any one year or 30 days at any one time at such times, as the Board may deem expedient in accordance with the provisions of the Companies Act, 2013. Under Regulation 42 of the SEBI Listing Regulations, our Company may, upon at least seven working days’ advance notice to such stock exchanges, set a record date and/or

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close the register of shareholders in order to ascertain the identity of shareholders. The trading of shares and the delivery of certificates in respect thereof may continue while the register of shareholders is closed.

Under the Companies Act, 2013, our Company is also required to maintain a register of debenture holders and a register of any other security holders.

Annual Report and Financial Results

The annual report must be presented at the annual general meeting. The report includes financial information, a corporate governance section and management’s discussion and analysis and is sent to our Company’s shareholders.

Under the Companies Act, 2013, our Company must file its balance sheet and profit and loss account with the Registrar of Companies within thirty days from the date of the annual general meeting. The Companies Act, 2013 also requires listed companies to place their financial statements, including consolidated financial statements, if any, and all other documents required to be attached thereto, on their website. As required under the SEBI Listing Regulations, copies are required to be simultaneously sent to the Stock Exchanges on which the shares are listed. Our Company must also publish its financial results in at least one English language daily newspaper circulating in the whole or substantially the whole of India and also in a daily newspaper published in the language of the region of the Registered Office (i.e. Marathi).

Transfer of Equity Shares

Shares held through depositories are transferred in the form of book entries or in electronic form in accordance with applicable SEBI ICDR Regulations. These regulations provide the regime for the functioning of the depositories and their participants and set out the manner in which the records are to be kept and maintained and the safeguards to be followed in this system. Transfers of beneficial ownerships of shares held through a depository are exempt from stamp duty.

The SEBI requires that for trading and settlement purposes shares should be in book-entry form for all investors, except for transactions that are not made on a stock exchange and transactions that are not required to be reported to the stock exchange.

The securities of our Company are freely transferable, subject to the provisions of the Companies Act, 2013. If a public company without sufficient cause refuses to register a transfer of shares within thirty days from the date on which the instrument of transfer or intimation of transmission, as the case may be, is delivered to our Company, the transferee may appeal to the National Company Law Tribunal seeking to register the transfer.

Pursuant to Regulation 40 of the SEBI Listing Regulations, in the event that a transfer of shares is not effected within 15 days or where our Company has failed to communicate to the transferee any valid objection to the transfer within the stipulated time period of 15 days, our Company is required to compensate the aggrieved party for the opportunity loss caused by the delay.

A transfer may also be by transmission. Subject to the provisions of the Articles of Association, any person becoming entitled to shares in consequence of the death or insolvency of any member may, upon producing such evidence as may from time to time properly be required by the Board, be registered as a member in respect of such shares, or may, subject to the regulations as to transfer contained in the Articles of Association, transfer such shares. The Articles of Association provide that our Company shall charge no fee for registration of transfer, transmission, probate, succession certificate and letters of administration, certificate of death or marriage, power of attorney or other similar document. No shares shall in any circumstances be transferred to any minor, insolvent or person of unsound mind.

Acquisition by us of our own Equity Shares

A company is prohibited from acquiring its own shares unless the consequent reduction of capital is effected by an approval of at least 75% of its shareholders, voting on it in accordance with the Companies Act, 2013 and sanctioned by the High Court of competent jurisdiction (or the National Company Law Tribunal once it is notified). Subject to certain conditions, a company is prohibited from giving, whether directly or indirectly and whether by means of loan, guarantee, provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person for any shares in our Company or its holding company. However, pursuant to the Companies Act, 2013, a company has been empowered to purchase its own shares or other specified securities out of its free reserves, the securities premium account or the proceeds of any fresh issue of shares or other specified securities (other than the kind of shares or other specified securities proposed to be bought back) subject to certain conditions, including:

Ø the buy-back should be authorized by the Articles of Association of our Company;

Ø a special resolution has been passed in a general meeting authorizing the buy-back (in the case of listed companies, by means of a postal ballot);

Ø the buy-back is limited to 25% of the total paid-up capital and free reserves;

Ø the debt owed by our Company is not more than twice the capital and free reserves after such buy-back; and

Ø the buy-back is in accordance with the Securities and Exchange Board of India (Buy-Back of Securities)

Ø Regulations 1998, as amended.

A board resolution will constitute sufficient corporate authorization for a buy-back that is for less than 10% of the total paid-up equity capital and free reserves of our Company. A company buying back its securities is required to extinguish and physically destroy the securities so bought back within seven days of the last date of completion of the buy-back. Further, a company buying back its securities is not permitted to buy back any securities for a period of one year from the buy-back or to issue the same kind of shares or specified securities for six months subject to certain limited exceptions.

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A company is also prohibited from purchasing its own shares or specified securities through any Subsidiary company including its own Subsidiary companies or through any investment company. Further, a company is prohibited from purchasing its own shares or specified securities, if our Company is in default in the repayment of deposit or interest, in the redemption of debentures or preference shares, in payment of dividend to a shareholder, in repayment of any term loan or interest payable thereon to any financial institution or bank or in the event of non-compliance with certain other provisions of the Companies Act, 2013.

Liquidation Rights

Subject to the rights of creditors, of employees and of the holders of any other shares entitled by their terms of issue to preferential repayment over the shares, in the event of winding up of our Company, the holders of the Equity Shares are entitled to be repaid the amounts of capital paid-up or credited as paid-up on such shares. All surplus assets after payments due to employees, the holders of any preference shares and other creditors belong to the holders of the Equity Shares in proportion to the amount paid-up or credited as paid-up on such shares, respectively at the commencement of the winding-up.

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TAXATION

The information provided below sets out the possible tax benefits available to the shareholders 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 equity shares under the current tax laws presently in force in India. Several of these benefits are dependent on us or our shareholders fulfilling conditions prescribed under relevant tax laws. We may not choose to fulfill such conditions. This information is not exhaustive or comprehensive and is not intended to be a substitute for professional advice. Investors are advised to consult their own tax consultant with respect to the tax implications of an investment in the Equity Shares. Investors should note that a draft of the Direct Tax Code Bill has been placed before the Indian Parliament. If that law comes into effect, there could be an impact on the tax provisions mentioned below.

Our views expressed in this section are based on the facts and assumptions. No assurance is given that the revenue authorities/ courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. Reliance on this statement is on the express understanding that we do not assume responsibility towards the investors who may or may not invest in the Offer relying on the statement. This statement has been prepared solely in connection with the Offer under the Regulations as amended.

NOTE ON POSSIBLE TAX BENEFITS AVAILABLE AND IMPLICATIONS

YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX IMPLICATIONS AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN YOUR PARTICULAR SITUATION

UNDER THE INCOME TAX ACT, 1961 (‘the Act’)

Control Print Limited is an Indian Company, subject to tax in India. The Company is taxed on its profits. Profits are computed after allowing all permissible business expenditure, including depreciation.

Considering the activities and the business of the Company, the following benefits and implications may be applicable.

The following is based on the provisions of the current Act, which is generally amended every fiscal year.

A. SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY

The Company is entitled to 100% deduction u/s 80IE of the Income Tax Act 1961 in respect of Profits and gains derived from its manufacturing unit located at Guwahati in the State of Assam.

B. SPECIAL TAX BENEFITS AVAILABLE TO THE INVESTORS

There are no special tax benefits available to the shareholders.

C. GENERAL TAX BENEFITS AVAILABLE TO THE COMPANY

1. Dividend Income

As per the provisions of section 10(34) of the Act, any income by way of dividends referred to in section 115-O of the Act (i.e. dividends declared, distributed or paid on or after April 01, 2003) received from another domestic company is exempt from income-tax. Such dividend is to be reduced while arriving at the book profits for the purposes of computing Minimum Alternative Tax (MAT) liability. This is subject to the provisions of section 94(7) of the Act- avoidance of tax by certain transactions in securities to be treated as impermissible

• As per section 10(35) of the 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 section 10(23D) of the Act; 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 shall not apply to any income arising from transfer of units of the Administrator of the specified undertaking or of the specified company or of a mutual fund, as the case may be.

For this purpose (i) “Administrator” means the Administrator as referred to in section 2(a) of the Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002 (58 of 2002) and (ii) “Specified Company” means a Company as referred to in section 2(h) of the Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002 (58 of 2002).

This is subject to the provisions of section 94(7) of the Act- avoidance of tax by certain transactions in securities to be treated as impermissible

• However, in view of the provisions of section 14A of the Act, no deduction shall be allowed in respect of any expenditure incurred in relation to earning such dividend / exempt income. The quantum of such expenditure liable for disallowance is to be computed in accordance with the provisions contained therein and rule 8D of the Income Tax Rules.

• Further, section 94(7) of the Act provides that where any person buys or acquires any securities or units within a period of three months prior to the record date (as defined in explanation (aa) to section 94) and such person sells or transfers (i) such securities within a period of three months after such date or (ii) such units within a period of nine months after such date, the losses arising from the purchase and sale of such securities or units, to the extent such loss does not exceed the amount of dividend or income received or receivable on such securities or units, shall be ignored for the purposes of computing its income chargeable to tax.

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2. Income from house property

• As per section 24(a) of the Act, the Company is eligible for a deduction of thirty percent of the annual value of any property of which it is the owner as defined in section 27 of the same act. The term ‘annual value’ is defined in section 23 of the Act.

• Further, section 24(b) of the Act provides that where the property has been acquired, constructed, repaired, renewed or reconstructed with borrowed capital, the amount of interest payable on such capital shall be allowed as a deduction in computing the income from house property, subject to the conditions / limits specified therein. In respect of property acquired or constructed with borrowed capital, the amount of interest payable for the period prior to the year in which the property has been acquired or constructed shall be allowed as deduction in computing the income from house property in 5 equal installments beginning with the year of acquisition or construction.

3. Income from business

• Income from business is chargeable to Tax as per the Normal Provisions of the Income Tax Act, 1961.

• Subject to compliance of certain conditions laid down in section 32 of the Act, the Company will be entitled to a deduction for depreciation in respect of tangible assets such as building, machinery, plant or furniture and intangible assets being in the nature of know-how, patents, copyrights, trademarks, licenses, franchises or any other business or commercial rights of similar nature acquired on or after 1st day of April, 1998 at the rates prescribed under the Income Tax Rules, 1962. Unabsorbed depreciation, if any, shall be carried forward for set off in the subsequent years indefinitely. Apart from this, the Company is also eligible to additional depreciation under the provisions of section 32 on new machinery or plant acquired and installed after March 31, 2005.

• As per section 71 of the Act, business loss suffered by the Company during the year is allowed to be set-off against income from any other head in the same year (other than income under the head salaries).

• As per section 72 of the Act, the Company is entitled to carry forward business losses that cannot be set off against permitted sources of income in the relevant assessment year, for a period of 8 consecutive assessment years immediately succeeding the assessment year when the losses were incurred, and set off such losses against income chargeable under the head “Profits and gains from business or profession” in such assessment year. However, only such losses which have been determined in pursuance of a return filed in accordance with section 139(1) of the Act shall be carried forward and set off under section 72 of the Act.

4. Minimum Alternate Tax (‘MAT’)

• Section 115JB of the Act provides that in case the income tax payable under the normal provisions of the Act is less than 18.5% of the book profits (as defined in the said section) of the Company, then such book profit would be deemed to be the total income of the Company for that year and minimum alternate tax (MAT) payable on such total income would be at the rate of 18.5% plus applicable surcharge and education cess.

• As per section 115JAA(1A) of the Act, where any tax is paid under MAT, provisions for any assessment year commencing on the 1st day of April 2006, credit in respect of tax so paid shall be allowed to the Company in accordance with the provisions of the Act. Tax credit eligible to be carried forward will be the difference between the MAT paid and the tax computed as per the normal provisions of the Act for that assessment year. Such MAT credit shall not be allowed beyond the tenth assessment year immediately succeeding the assessment year in which the tax credit becomes allowable under subsection (1A).

5. Dividend Distribution Tax (‘DDT’)

Section 115-O of the Act provides for payment of DDT by a domestic company @15% (grossed up in the manner specified) plus applicable surcharge and education cess on the dividends declared, distributed or paid reduced by any dividends received from its subsidiary provided that :-

a) where such subsidiary is a domestic company and has paid DDT on the dividends declared/distributed/paid by it or

b) Where such subsidiary is a foreign company, the domestic company has paid taxes under section 115BBD of the Act at the applicable rates on such dividend income.

For the said purpose, 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 former mentioned company.

6. Capital Gains

• As per section 2(42A) of the Act, a security (other than a unit) listed in a recognized stock exchange in India or a unit of the Unit Trust of India established under the Unit Trust of India Act, 1963 (52 of 1963) or a unit of an equity oriented fund or a zero coupon bond which is held for twelve months or less is considered as short term capital asset. If the period of holding of such securities is more than twelve months, it will be considered as long term capital asset as per section 2(29A) of the Act.

• In case of shares of a company (not being a share listed in the recognized stock exchange in India), the determinative period of holding is 24 months.

• In respect of other assets, the determinative period of holding is thirty six months as against the period mentioned above.

• Further, gains / losses arising from the transfer of short term capital asset and long term capital asset are regarded as short term capital gains / loss and long term capital gains / loss respectively.

• As per section 10(38) of the Act, long term capital gains arising to the Company on transfer of long term capital asset being an equity share in a Company or a unit of an equity oriented fund will be exempt in the hands of the Company, provided such transaction is chargeable to securities transaction tax.

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• 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 Act.

• Long term capital gains (LTCG) exempt under section 10(38) of the Act would be liable to MAT under section 115JB of the Act.

• Second proviso to section 48 of the Act provides that LTCG (in cases not covered under section 10(38) of the Act) of the Company arising on transfer of capital assets other than bonds and debentures (not being capital indexed bonds) will be computed after applying the relevant indexation on the cost of acquisition and cost of improvement. The resulting long term capital gains would be charged to tax @ 20% as per section 112 of the Act plus applicable cess.

• In accordance with section 112 of the Act, LTCG to the extent not exempt under section 10(38) of the Act would be subject to tax at the rate of 20% (plus applicable surcharge and education cess) with indexation benefits. However, as per the proviso to section 112 of the Act, if the tax on LTCG is resulting from transfer of listed securities (other than unit) or zero coupon bonds, then LTCG will be chargeable to tax at the rate lower of the following: -

a. 20% (plus applicable surcharge and education cess) of the capital gains as computed after indexation of the cost; or

b. 10% (plus applicable surcharge and education cess) of the capital gains as computed without indexation

• As per the provisions of section 54EC of the Act and subject to the conditions and to the extent specified therein, long-term capital gains (in cases not covered under section 10(38) of the Act) arising on the transfer of a long-term capital asset will be exempt from capital gains tax if the capital gains are invested in a “long term specified asset” (as defined below) within a period of 6 months from the date of such transfer. If only part of the capital gain is so reinvested, exemption available shall be in the same proportion as the cost of long term specified assets bears to the whole of the capital gain. However, if the assesse transfers or converts the long term specified asset into money within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term capital gains in the year in which the long term specified asset is transferred or converted into money.

“Long term specified asset” for the purpose of making investment under section 54EC of the Act, means any bond, redeemable after three years and issued on or after the 1st day of April 2007:

a. by the National Highways Authority of India constituted under section 3 of the National Highways Authority of India Act, 1988 or;

b. by the Rural Electrification Corporation Limited, a Company formed and registered under the Companies Act, 1956.

The total deduction with respect to investment in the long term specified assets is restricted to Rs. 50 lakhs, whether invested during the financial year in which the asset is transferred or subsequent year.

• The Finance Act, 2016 has inserted a new section 54EE, where capital gains arising from the transfer of a long term capital asset and the assessee at any time within a period of 6 months invests the whole or any part of capital gains in the long term specified assets, shall be exempt in the hands of the assessee to the extent of the capital gains invested. The investment in the long term specified asset during the financial year in which the original asset or assets are transferred and the subsequent financial year should not exceed Rs. 50 lakhs.

For the purpose of section 54EE, “long term specified assets“ means a unit or units issued before the 1st day of April, 2019 of such fund as may be notified by the Central Government in this behalf.

• As per section 50 of the Act, where a capital asset is forming part of a block of assets in respect of which depreciation has been allowed under the Act, capital gains shall be computed in the following manner:

a. where full value of consideration on account of transfer of any asset forming part of block of asset, as reduced by expenditure incurred wholly or exclusively in connection with transfer, exceeds the written down value of block of assets and actual cost of assets acquired during the year, such excess shall be deemed to be short term capital gains and taxed accordingly.

b. where any block of assets ceases to exist, for the reason that all the assets in that block are transferred, the difference between the consideration arising on result of transfer and the written down value of block of assets and the actual cost of assets acquired during the year, shall be deemed to be short term capital gains / (losses) and taxed accordingly.

• Section 111A of the Act provides that short term capital gains arising to the Company from the sale of a short term capital asset being an equity share or a unit of an equity oriented fund or a unit of a business trust will be taxable at the rate of 15% (plus applicable surcharge and education cess) where such transaction is chargeable to securities transaction tax. Short Term Capital Gains arising from transfer of shares in a company, other than those covered by section 111A of the Act, would be subject to tax as calculated under the normal provisions of the Act.

For this purpose, ‘equity oriented fund’ would have the same meaning as specified in section 10(38) of the Act above.

• Short-term capital loss suffered by the Company during the year is allowed to be set-off against short term as well as long-term capital gains of the said year. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’ long-term / short term capital gains.

• Long-term capital loss suffered during the year is allowed to be set-off against long-term capital gains. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’ long-term capital gains.

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• Losses arising on the purchase and sale of such shares which are speculative in nature shall be allowed to be set off only against the profits arising on speculative transactions alone. The unabsorbed losses, if any, shall be allowed to be carried forward for a period not exceeding four assessment years immediately succeeding the assessment year in which the loss is first computed and set off against the profits arising from the sale of such shares.

7. Income from buy back of shares

• As per the provisions of section 10(34A) of the Act, any income arising to the Company being a shareholder, on account of buy back of shares (not being listed on a recognized stock exchange) by a company as referred to in section 115QA of the Act will be exempt from tax. Such income is also exempt from tax while computing book profit for the purpose of determination of MAT liability.

8. Transfer Pricing

• All the transactions of the Company with associated enterprises (being international transactions and specified domestic transactions) are required to be carried out at arm’s length price and comply with the Indian Transfer Pricing Regulations.

9. Other deductions

• A deduction amounting to 100% (applies only to specified eligible donation) or 50%, as applicable, of sums paid as donations to various specified eligible entities is allowable from the gross total income as per section 80G of the Act. This is subject to the limits specified in sub section 4 to section 80G, wherever applicable.

• A deduction amounting to 100% of any sum contributed to any political party or an electoral trust is allowable from the gross total income under section 80GGB of the Act

D. GENERAL TAX BENEFITS AVAILABLE AND IMPLICATIONS TO RESIDENT INVESTORS

• As per section 10(34) of the Act, any income by way of dividends referred to in section 115O received on shares of any Indian company is exempt from tax. As per the Finance Act 2016, income by way of dividends from domestic companies in aggregate exceeds Rs.10 lakh shall be chargeable to tax in the case of an individual, Hindu undivided family (HUF) or a firm, resident in India, at the rate of 10% plus applicable surcharge and cess, in terms of section 115BBDA.

• However, in view of the provisions of section 14A of the Act, no deduction will be allowed in respect of any expenditure incurred in relation to earning such dividend income. The quantum of such expenditure liable for disallowance is to be computed in accordance with the provisions contained therein and rule 8D of the Income Tax Rules.

• In terms of section 94(7) of the Act provides that where any person buys or acquires any shares of a company within a period of three months prior to the record date (as defined in explanation (aa) to section 94) and such person sells or transfer such shares within a period of three months after such date, the losses arising from the purchase and sale of such shares, to the extent such loss does not exceed the amount of dividend received or receivable on such shares, shall be ignored for the purposes of computing its income chargeable to tax.

• As per the provisions of section 10(38) of the Act, long term capital gains arising on sale of equity shares in the Company would be exempt from tax where such transaction has suffered securities transaction tax.

• Second proviso to section 48 of the Act provides that the long term capital gains (in cases not covered under section 10(38) of the Act) of the shareholder arising on transfer of shares in the Company will be computed after applying the relevant indexation on the cost of acquisition. The resulting long term capital gains would be charged to tax @ 20% as per section 112 of the Act plus applicable cess.

• In accordance with section 112 of the Act, LTCG to the extent not exempt under section 10(38) of the Act would be subject to tax at the rate of 20% (plus applicable surcharge and education cess) with indexation benefits. However, as per the proviso to section 112 of the Act, if the tax on LTCG is resulting from transfer of listed securities (other than unit) or zero coupon bonds, then LTCG will be chargeable to tax at the rate lower of the following: -

a. 20% (plus applicable surcharge and education cess) of the capital gains as computed after indexation of the cost; or

b. 10% (plus applicable surcharge and education cess) of the capital gains as computed without indexation

• As per the provisions of section 54EC of the Act and subject to the conditions and to the extent specified therein, long-term capital gains (in cases not covered under section 10(38) of the Act) arising on the transfer of a long-term capital asset will be exempt from capital gains tax if the capital gains are invested in a “long term specified asset” (as defined below) within a period of 6 months from the date of such transfer. If only part of the capital gain is so reinvested, exemption available shall be in the same proportion as the cost of long term specified assets bears to the whole of the capital gain. However, if the assesse transfers or converts the long term specified asset into money within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term capital gains in the year in which the long term specified asset is transferred or converted into money.

“Long term specified asset” for the purpose of making investment under section 54EC of the Act, means any bond, redeemable after three years and issued on or after the 1st day of April 2007:

a. by the National Highways Authority of India constituted under section 3 of the National Highways Authority of India Act, 1988 or;

b. by the Rural Electrification Corporation Limited, a company formed and registered under the Companies Act, 1956.

The total deduction with respect to investment in the long term specified assets is restricted to Rs. 50 lacs, whether invested during the financial year in which the asset is transferred or subsequent year.

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The cost of the long term specified assets, which has been considered under this section for calculating capital gain, shall not be allowed as a deduction under section 80C of the Act for any assessment year beginning on or after 1 April, 2006.

• The Finance Act, 2016 has inserted a new section 54EE, where capital gain arises from the transfer of a long term capital asset and the assessee at any time within a period of 6 months invests the whole or any part of capital gains in the long term specified assets, shall be exempt in the hands of the assessee to the extent of the capital gains invested. The investment in the long term specified asset during the financial year in which the original asset or assets are transferred and the subsequent financial year should not exceed Rs. 50 lacs.

For the purpose of section 54EE, “long term specified assets” means a unit or units issued before the 1st day of April, 2019 of such fund as may be notified by the Central Government in this behalf.

• As per the provisions of section 54F of the Act and subject to the conditions specified therein particularly in the proviso to the sub section (1), long term capital gains (which are not exempt under section 10(38) of the Act) arising to an individual or a Hindu Undivided Family (“HUF”) on transfer of shares of the Company will be exempt from capital gains tax if the sale proceeds from transfer of such shares are used for purchase of one residential house property within a period of 1 year before or 2 years after the date on which the transfer took place or for construction of one residential house property within a period of 3 years after the date of such transfer. The benefits granted are subject to certain conditions regarding ownership and acquisition of other residential houses, and may be withdrawn in the circumstances specified in sub sections (2) to (4) to the said section

• As per section 74 of the Act, short term capital loss suffered during the year is allowed to be set-off against short-term as well as long term capital gain of the said year. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’ short term as well as long-term capital gains.

• Long term capital loss suffered during the year (other than those to which section 10(38) of the Act is applicable) is allowed to be set-off against long term capital gains. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’ long term capital gains.

• Losses arising on the purchase and sale of such shares which are speculative in nature shall be allowed to be set off only against the profits arising on speculative transactions alone. The unabsorbed losses, if any, shall be allowed to be carried forward for a period not exceeding four assessment years immediately succeeding the assessment year in which the loss is first computed and set off against the profits arising from the speculative transactions in those years.

• In terms of section 36(1)(xv) of the Act, STT paid in respect of the taxable securities transactions entered into in the course of the business by a shareholder 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’.

• Section 111A of the Act provides that short term capital gains arising to the shareholder from the sale of a short term capital asset being an equity share will be taxable at the rate of 15% (plus applicable surcharge and education cess) where such transaction is chargeable to securities transaction tax. Short Term Capital Gains arising from transfer of shares in a Company, other than those covered by section 111A of the Act, would be subject to tax as calculated under the normal provisions of the Act.

E. SPECIAL TAX BENEFITS AVAILABLE AND IMPLICATIONS TO NON-RESIDENTS INVESTORS (OTHER THAN NON-RESIDENT INDIANS, MUTUAL FUNDS, FIIs AND FOREIGN VENTURE CAPITAL INVESTORS)

• As per the provisions of section 10(34) of the Act, any income by way of dividends referred to in section 115- O of the Act (i.e. dividends declared, distributed or paid on or after 1 April, 2003) received from a domestic company is exempt from income tax in the hands of shareholder.

• However, in view of the provisions of section 14A of the Act, no deduction is allowed in respect of any expenditure incurred in relation to earning such dividend / exempt income. The quantum of such expenditure liable for disallowance is to be computed in accordance with the provisions contained therein and rule 8D of the Income Tax Rules.

• Further, section 94(7) of the Act provides that where any person buys or acquires any shares of a company within a period of three months prior to the record date (as defined in explanation to section 94) and such person sells or transfer such shares within a period of three months after such date, the losses arising from the purchase and sale of such shares, to the extent such loss does not exceed the amount of dividend received or receivable on such shares, shall be ignored for the purposes of computing its income chargeable to tax.

• As per the provisions of section 10(38) of the Act, long term capital gains arising on sale of equity shares in the Company would be exempt from tax where such transaction has suffered securities transaction tax.

• Section 111A of the Act provides that short-term capital gains arising from the sale of an equity share in a Company, being a short term capital asset, would be taxable at a concessional rate of 15 percent (plus applicable surcharge and education cess) where such transaction is liable to securities transaction tax. Short Term Capital Gains arising from transfer of shares in the Company, other than those covered by Section 111A of the Act, would be subject to tax as calculated under the normal provisions of the Act.

• As per Finance Act, 2015, as per clauses (iid) and (fb) of explanation 1 to section 115JB of the Act, the amount of income accruing or arising to an assessee, being a foreign company, from capital gains arising on transactions in securities shall be excluded from the chargeability of MAT (excluding a scenario where the non-resident investor has a permanent establishment in India), if such income is credited to the profit and loss account and the income-tax payable thereon in accordance with the provisions of the Act, other than the provisions of chapter XII-B, is at a rate less than the rate specified in sub-section (1) to section 115JB.

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• In terms of the first proviso to section 48 of the Act, in case of a non-resident, while computing the capital gains (in cases not covered under section 10(38) of the Act and not subject to section 111A of the Act) arising from transfer of shares in the Company acquired in convertible foreign exchange (as per exchange control regulations), protection is provided from fluctuations in the value of rupee in terms of foreign currency in which the original investment was made. Cost indexation benefits will not be available in such a case. The capital gains / loss in such a case is computed by converting the cost of acquisition, sales consideration and expenditure incurred wholly and exclusively in connection with such transfer into same foreign currency which was utilized in the purchase of shares.

• As per the provisions of section 54EC of the Act and subject to the conditions and to the extent specified therein, long-term capital gains (which are not exempt under section 10(38) of the Act) would not be chargeable to tax to the extent such capital gains are invested in long term specified assets within 6 months from the date of transfer and held for a period of 3 years, from the date of acquisition, in bonds issued by:

a. National Highway Authority of India constituted under section 3 of the National Highway Authority of India Act, 1988;

b. Rural Electrification Corporation Limited, a Company formed and registered under the Companies Act, 1956;

If only part of the capital gain is so reinvested, exemption available shall be in the same proportion as the cost of long term specified assets bears to the whole of the capital gain. However, in case the long term specified asset is transferred or converted into money within three years from the date of its acquisition, the amount so exempted shall be chargeable to tax during the year such transfer or conversion into money takes place. The investment in the long term specified asset made by the Shareholder on or after April 1, 2007 during the financial year in which the original asset or assets are transferred and the subsequent financial year should not exceed Rs. 50 lacs.

The cost of long term specified assets, which has been considered under this section for calculating capital gain, shall not be allowed as a deduction under section 80C of the Act for any assessment year beginning on or after 1 April, 2006.

• Finance Act, 2016 has inserted a new section 54EE, where capital gain arising from the transfer of a long term capital asset and the assessee at any time within a period of 6 months invests the whole or any part of capital gains in the long term specified assets, shall be exempt in the hands of the assessee to the extent of the capital gains invested. The investment in the long term specified asset during the financial year in which the original asset or assets are transferred and the subsequent financial year should not exceed Rs. 50 lacs.

For the purpose of section 54EE, “long term specified assets” means a unit or units issued before the 1st day of April, 2019 of such fund as may be notified by the Central Government in this behalf.

• Losses arising on the purchase and sale of such shares which are speculative in nature shall be allowed to be set off only against the profits arising on speculative transactions alone. The unabsorbed losses, if any, shall be allowed to be carried forward for a period not exceeding four assessment years immediately succeeding the assessment year in which the loss is first computed and set off against the profits arising from the sale of such shares.

• In terms of section 36(1) (xv) of the Act, STT paid in respect of the taxable securities transactions entered into in the course of the business by a shareholder 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’, subject to section 43B of the Act.

F. GENERAL TAX BENEFITS AVAILABLE AND IMPLICATIONS TO NON-RESIDENT INDIAN INVESTORS

• NRI means a citizen of India or a person of Indian origin who is not a resident. A person is deemed to be of Indian origin if he, or either of his parents or any of his grandparents, were born in undivided India.

• Section 10(34) of the Act provides that any income by way of dividends referred to in section 115-O of the Act (i.e. dividends declared, distributed or paid on or after 1 April, 2003) received on investment in the shares of the Company is exempt from tax and is not subject to any deduction of tax at source. This is subject to the provisions of section 94(7) of the Act- avoidance of tax by certain transactions in securities to be treated as impermissible.

• However, in view of the provisions of section 14A of the Act, no deduction is allowed in respect of any expenditure incurred in relation to earning such dividend income. The quantum of such expenditure liable for disallowance is to be computed in accordance with the provisions contained therein and rule 8D of the Income Tax Rules.

• Further, section 94(7) of the Act provides that where any person buys or acquires any shares of a company within a period of three months prior to the record date (as defined in explanation (aa) to section 94) and such person sells or transfers such shares within a period of three months after such date, the losses arising from the purchase and sale of such shares, to the extent such loss does not exceed the amount of dividend received or receivable on such shares, shall be ignored for the purposes of computing its income chargeable to tax.

• Section 10(38) of the Act provides that long-term capital gains arising on transfer of equity shares in the Company would be exempt from tax, provided such transaction is chargeable to securities transaction tax.

• As per section 111A of the Act, short-term capital gains arising from the sale of an equity share, being a short term capital asset in the Company, would be taxable at a concessional rate of 15 percent (plus applicable surcharge and education cess) where such transaction is liable to securities transaction tax. Short Term Capital Gains arising from transfer of shares in the Company, other than those covered by section 111A of the Act, would be subject to tax as calculated under the normal provisions of the Act.

• In terms of the first proviso to section 48 of the Act, in case of a non-resident, while computing the capital gains (in cases not covered under section 10(38) of the Act and not subject to section 111A of the Act) arising from transfer of shares in the Company acquired in convertible

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foreign exchange (as per exchange control regulations), protection is provided from fluctuations in the value of rupee in terms of foreign currency in which the original investment was made. Cost indexation benefits will not be available in such a case. The capital gains/loss in such a case is computed by converting the cost of acquisition, sales consideration and expenditure incurred wholly and exclusively in connection with such transfer into same foreign currency which was utilized in the purchase of shares.

• As per the provisions of section 54EC of the Act and subject to the conditions and to the extent specified therein, long-term capital gains (in cases not covered under section 10(38) of the Act) arising on the transfer of a long-term capital asset will be exempt from capital gains tax if the capital gains are invested in a “long term specified asset” (as defined below) within a period of 6 months from the date of such transfer. If only part of the capital gain is so reinvested, exemption available shall be in the same proportion as the cost of long term specified assets bears to the whole of the capital gain. However, if the assesse transfers or converts the long term specified asset into money within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term capital gains in the year in which the long term specified asset is transferred or converted into money.

“Long term specified asset” for the purpose of making investment under section 54EC of the Act, means any bond, redeemable after three years and issued on or after the 1st day of April 2007:

a. by the National Highways Authority of India constituted under section 3 of the National Highways Authority of India Act, 1988 or;

b. by the Rural Electrification Corporation Limited, a Company formed and registered under the Companies Act, 1956.

The total deduction with respect to investment in the long term specified assets is restricted to Rs. 50 lacs whether invested during the financial year in which the asset is transferred or subsequent year.

Cost of long term specified assets, which has been considered under this section for calculating capital gain, shall not be allowed as a deduction under section 80C of the Act for any assessment year beginning on or after 1 April, 2006.

• The Finance Act, 2016 has inserted a new section 54EE, where capital gains arising from the transfer of a long term capital asset and the assessee at any time within a period of 6 months invests the whole or any part of capital gains in the long term specified assets, shall be exempt in the hands of the assessee to the extent of the capital gains invested. The investment in the long term specified asset during the financial year in which the original asset or assets are transferred and the subsequent financial year should not exceed Rs. 50 lakhs.

For the purpose of section 54EE, “long term specified assets” means a unit or units issued before the 1st day of April, 2019 of such fund as may be notified by the Central Government in this behalf.

• As per the provisions of section 54F of the Act and subject to the conditions specified therein, long term capital gains (which are not exempt under section 10(38) of the Act) arising to an individual on transfer of shares of the Company will be exempt from capital gains tax if the sale proceeds from such shares are used for purchase of one residential house property within a period of 1 year before or 2 years after the date on which the transfer took place or for construction of one residential house property within a period of 3 years after the date of such transfer.

• Losses arising on the purchase and sale of such shares which are speculative in nature shall be allowed to be set off only against the profits arising on speculative transactions alone. The unabsorbed losses, if any, shall be allowed to be carried forward for a period not exceeding four assessment years immediately succeeding the assessment year in which the loss is first computed and set off against the profits arising from the sale of such shares.

• Special provisions relating to taxation of Income from Investment and long term capital gains (other than those exempt under section 10(38) of the Act):

a. A non-resident Indian, has an option to be governed by the special provisions contained in Chapter XIIA of the Act, i.e. “Special provisions relating to certain incomes of non-residents”.

b. As per section 115E of the Act, in the case of a shareholder being a non-resident Indian, and subscribing to the shares of the Company in convertible foreign exchange, in accordance with and subject to the prescribed conditions, LTCG on transfer of the shares of the Company (in cases not covered under section 10(38) of the Act) will be subject to tax at the rate of 10% (plus applicable surcharge and education cess), without any indexation benefit.

c. As per section 115F of the Act and subject to the conditions specified therein, in the case of a shareholder being a non-resident Indian, gains arising on transfer of a long term capital asset being shares of the Company (in cases not covered under section 10(38) of the Act) which were acquired, or purchased with or subscribed to in, convertible foreign exchange, will not be chargeable to tax if the entire net consideration received on such transfer is invested within the prescribed period of six months from the date of such transfer, in any specified asset (as defined in section 115C(f)) or savings certificates referred to in section 10(4B) of the Act. If part of such net consideration is invested within the prescribed period of six months in any specified asset or savings certificates referred to in section 10(4B) of the Act then this exemption would be allowable on a proportionate basis. Further, if the specified asset or saving certificates in which the investment has been made is transferred within a period of three years from the date of investment, the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such specified asset or savings certificates are transferred.

d. Section 115G of the Act provides that non-resident Indians are not obliged to file a return of income, if their only source of income is income from specified investments or long term capital gains or both arising out of specified investments acquired, purchased or subscribed in convertible foreign exchange, provided tax has been deducted there from as per the provisions of Chapter XVII-B of the Act.

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e. As per section 115H of the Act, where a non-resident becomes assessable as resident in India, he may furnish to the Assessing Officer a declaration in writing along with his return of income under section 139 for that assessment year, to the effect that the provisions of Chapter XII-A shall continue to apply to him in relation to the investment income derived from any specified investments for that year and any subsequent assessment years until such investments are transferred or converted into money.

f. Section 115I of the Act provides that a non-resident Indian may elect not to be governed by the provisions of Chapter XII-A of the Act for any assessment year by furnishing his return of income under section 139 of the Act declaring therein that the provisions of this Chapter shall not apply to him for that assessment year. In such a case, the tax on Investment income and long term capital gains shall be computed in accordance with the normal provisions of the Act.

• In terms of section 36(1) (xv) of the Act, STT paid in respect of the taxable securities transactions entered into in the course of the business by a shareholder 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’.

G. GENERAL TAX BENEFITS AVAILABLE TO MUTUAL FUNDS

As per section 10(23D) of the Act, subject to the provisions of chapter XII-E 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 or authorized by the Reserve Bank of India will be exempt from income tax, subject to such conditions as the Central Government may, by notification in the Official Gazette, specify in this behalf.

H. GENERAL TAX BENEFITS AVAILABLE TO PROVIDENT FUND TO WHICH THE PROVIDENT FUND ACT, 1925 APPLIES

As per section 10(25) of the Act, any income by way of any capital gains arising from the sale, exchange or transfer of any shares which are held by, or are property of any provident fund to which the Provident Fund Act, 1925 applies

I. GENERAL TAX BENEFITS AVAILABLE AND IMPLICATIONS TO FOREIGN INSTITUTIONAL INVESTORS (‘FIIs’)

• As per the provisions of section 10(34) of the Act, any income by way of dividends referred to in section 115- O of the Act (i.e. dividends declared, distributed or paid on or after April 01, 2003) received from a domestic Company is exempt from income-tax. This is subject to the provisions of section 94(7) of the Act- avoidance of tax by certain transactions in securities to be treated as impermissible.

• However, in view of the provisions of section 14A of the Act, no deduction is allowed in respect of any expenditure incurred in relation to earning such dividend income. The quantum of such expenditure liable for disallowance is to be computed in accordance with the provisions contained therein and rule 8D of the Income Tax Rules.

• Further, section 94(7) of the Act provides that where any person buys or acquires any shares of a company within a period of three months prior to the record date (as defined in explanation (aa) to section 94) and such person sells or transfer such shares within a period of three months after such date, the losses arising from the purchase and sale of such shares, to the extent such loss does not exceed the amount of dividend received or receivable on such shares, shall be ignored for the purposes of computing its income chargeable to tax.

• Section 10(38) of the Act provides that long term capital gains arising on transfer of equity shares of the Company would be exempt from tax, where the sale transaction is liable to securities transaction tax.

• As per the provisions of section 54EC of the Act and subject to the conditions and to the extent specified therein, long-term capital gains (which are not exempt under section 10(38) of the Act) would not be chargeable to tax to the extent such capital gains are invested in long term specified assets within 6 months from the date of transfer and held for a period of 3 years, from the date of acquisition, in bonds issued by:

a. National Highway Authority of India constituted under section 3 of the National Highway Authority of India Act, 1988;

b. Rural Electrification Corporation Limited, the Company formed and registered under the Companies Act, 1956;

If only part of the capital gain is so reinvested, exemption available shall be in the same proportion as the cost of long term specified assets bears to the whole of the capital gain. However, in case the long term specified asset is transferred or converted into money within three years from the date of its acquisition, the amount so exempted shall be chargeable to tax during the year such transfer or conversion into money takes place. The investment in the Long Term Specified Asset made by the shareholder on or after April 1, 2007 during the financial year in which the original asset or assets are transferred and the subsequent financial year should not exceed 50 lakhs rupees.

• The Finance Act, 2016 has inserted a new section 54EE, where capital gain arising from the transfer of a long term capital asset and the assessee at any time within a period of 6 months invests the whole or any part of capital gains in the long term specified assets, shall be exempt in the hands of the assessee to the extent of the capital gains invested. The investment in the long term specified asset during the financial year in which the original asset or assets are transferred and the subsequent financial year should not exceed 50 lakhs rupees.

For the purpose of section 54EE, “long term specified assets” means a unit or units issued before the 1st day of April, 2019 of such fund as may be notified by the Central Government in this behalf.

• Under section 115AD (1) (ii) of the Act, income by way of STCG arising to a foreign institutional investor (FII) (as defined in the explanation to section 115AD) on transfer of shares shall be chargeable at a rate of 30%, where such transactions are not subjected to STT, and at the rate of 15% if such transaction of sale is entered on a recognized stock exchange in India and is chargeable to STT. The above rates are to be increased by applicable surcharge and education cess.

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• Under section 115 AD (1) (iii) of the Act, income by way of LTCG arising to a FII (as defined in the explanation to section 115AD) from the transfer of shares (in cases not covered under section 10(38) of the IT Act) held in the company will be taxable at the rate of 10% (plus applicable surcharge and education cess). The benefits of indexation of cost and of foreign currency fluctuations are not available to FIIs. As per provisions of section 196D (2) of the Act, no deduction of tax at source will be made in respect of income by way of capital gains arising from the transfer of securities referred to in section 115AD of the Act, payable to a FII.

• As per clauses (iid) and (fb) of explanation 1 to section 115JB of the Act, capital gains arising on transactions in securities arising to a foreign company, shall be excluded from the computation of book profits liable to MAT, if the income tax payable thereon in accordance with the provisions of the Act other than the provisions of chapter XII-B of the Act is at a rate less than the rate specified in section 115JB(1) and the book profits shall be increased by the amount of expenditure corresponding to such capital gains.

• As per section 2(14) of the Act, any securities held by a FII (as defined in explanation 2(a) to section 2(14) read with clause (a) of the explanation to section 115AD) which has invested in such securities in accordance with the regulations made under Securities & Exchange Board of India Act, 1992 would be treated as a capital asset only so that any income arising from transfer of such security by a FII would be treated in the nature of capital gains.

J. GENERAL ANTI AVOIDANCE RULES – Chapter X A (across all categories of tax payers)

• Notwithstanding anything contained in the Act, an arrangement entered into by an assessee may be declared to be an impermissible avoidance arrangement (as defined in section 96(1) read with section 97) and the consequence in relation to tax arising therefrom may be determined subject to the provisions of Chapter XA, which shall apply in respect of any assessment year beginning on or after the 1st day of April, 2018. Further the provisions of chapter XA may be applied to any step in, or a part of, the arrangement as they are applicable to the arrangement. The consequences of an impermissible avoidance arrangement has been spelt out in section 98

• In terms of section of section 98, if an arrangement is declared to be an impermissible avoidance arrangement, then, the consequences, in relation to tax, of the arrangement, including denial of tax benefit or a benefit under a tax treaty, shall be determined, in such manner as is deemed appropriate, in the circumstances of the case, including by way of but not limited to the following, namely:—

a. Disregarding, combining or re-characterizing any step in, or a part or whole of, the impermissible avoidance arrangement;

b. Treating the impermissible avoidance arrangement as if it had not been entered into or carried out;

c. Disregarding any accommodating party or treating any accommodating party and any other party as one and the same person;

d. Deeming persons who are connected persons in relation to each other to be one and the same person for the purposes of determining tax treatment of any amount;

e. Reallocating amongst the parties to the arrangement—

(i) Any accrual, or receipt, of a capital nature or revenue nature; or

(ii) Any expenditure, deduction, relief or rebate;

f. Treating—

(i) The place of residence of any party to the arrangement; or

(ii) The situs of an asset or of a transaction,

at a place other than the place of residence, location of the asset or location of the transaction as provided under the arrangement; or

g. Considering or looking through any arrangement by disregarding any corporate structure.

Further,

(i) Any equity may be treated as debt or vice versa;

(ii) Any accrual, or receipt, of a capital nature may be treated as of revenue nature or vice versa; or

(iii) Any expenditure, deduction, relief or rebate may be re-characterized.

K. INCOME COMPUTATION AND DISCLOSURE STANDARDS (ICDS)

The Central Board of Direct Taxes has issued a notification on September 29, 2016, notifying revised ICDS and stating that ICDS shall be applicable from April 1, 2016 and accordingly applies from the relevant assessment year 2017-18 and onwards for computation of income under the heads “Profits and Gains of Business or Profession” and “Income from Other Sources”.

L. THE WEALTH TAX ACT, 1957

Wealth Tax Act, 1957 has been abolished with effect from assessment year 2016-17.

NOTES:

1. The statement of tax benefits and implications enumerated above is as per the Act including amendments as set out in the Finance Act, 2016.

2. As per the Finance Act, 2015, surcharge is to be levied on individuals, HUF, AOP, body of individuals, artificial juridical person, co-operative society and local authorities at the rate of 12% if the total income exceeds Rs. 10 million. As per the Finance Act,

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2016, surcharge on income tax has been increased from 12% to 15% on tax if income exceeds Rs. 10 million on persons other than companies, firms and co-operative societies.

3. Surcharge is levied on domestic companies at the rate of 7% where the income exceeds Rs. 10 million but does not exceed Rs. 100 million and at the rate of 12% where the income exceeds Rs. 100 million.

4. Surcharge is levied on every company other than domestic company at the rate of 2% where the income exceeds Rs.10 million but does not exceed Rs. 100 million and at the rate of 5% where the income exceeds Rs. 100 million.

5. A 2% education cess and 1% secondary and higher education cess on the total income is payable by all categories of taxpayers.

6. There are obligations to file a return of income under section 139 of the Act (a) by every company /firm or (b) any other person if his total income exceeds the maximum amount which is not chargeable to tax.

7. In respect of non-residents, the tax rates and consequent taxation mentioned above will be further subject to any benefits available under the Tax Treaty, if any, between India and the country in which the non-resident is considered resident in terms of such Tax Treaty. As per the provisions of section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the Tax Treaty to the extent they are more beneficial to the non- resident.

As per section 90(4) of the Act, an assessee being a non-resident, shall not be entitled to claim relief under section 90(2) of the Act, unless a certificate of his residence in any country outside India, is obtained by him from the government of that country or any specified territory.

As per section 90(5) of the Act, the non-resident shall be required to provide such other information, as has been notified.

Notwithstanding anything contained in section 90(2) above, the provisions of chapter X-A of the Act, shall apply to the non-resident investors, even if such provisions are not beneficial to him.

Availability of tax credit for the appropriate share of dividend distribution tax paid by the domestic company on dividends declared in the hands of the non-resident investor in his country of residence will depend on the laws of his/its country.

1. There is an obligation to deduct tax at source on every person responsible for paying to a non-resident any sums chargeable under the provisions of the Act, in terms of section 195 of the Act, either at the time of credit of such income to the credit of the non-resident or at the time of payment, whichever is earlier, at the rates in force. Such tax shall be paid to the Central Government within the time prescribed. There are also obligations to file returns of tax deducted at source on the payer.

2. The Organization for Economic Cooperation and Development (OECD) have released final reports on the Base Erosion and Profit Shifting (BEPS) Action Plan. This OECD initiative is endorsed by the G20 countries to usher in standardization in global tax rules. As a member of the G20 and an active participant of the BEPS project, Indian legislature has been keen on effective implementation of BEPS Action Plan. It is likely that various recommendations in the BEPS Action Plans may be implemented through amendments to the Indian domestic tax law or India tax treaties. Introduction of equalization levy is one such measure. The BEPS Action Plan being at the initial stages of implementation, it is difficult to fathom or outline the impact of BEPS Action Plans on Indian taxation.

3. The above statement of possible direct tax benefits and implications sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of shares.

4. This statement is intended only to provide general information to the investors and is neither designed nor intended to be substituted for professional tax advice. In view of the individual nature of tax consequences, each investor is advised to consult his/her own tax advisor with respect to specific tax consequences of his/her participation in the scheme.

5. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume responsibility to update the views consequent to such changes.

Above are the possible tax benefits available and implications to the Company and its shareholders under the current tax laws in India. Several of these benefits are dependent on the Company and its shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence, the ability of the Company and its shareholders to derive the tax benefits is dependent upon fulfilling such conditions. The benefits and obligations discussed above are not exhaustive. This statement is only intended to provide general information to the shareholders and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor/shareholder/the Company is advised to consult his, her or its own tax consultant with respect to the specific tax implications arising out of their participation in the issue particularly in view of the fact that our interpretation of the provisions will not have a direct binding legal precedent or may have a different interpretation on the benefits and implications.

Note:

1. The above statement of possible tax benefits sets out the provisions of the direct tax laws in a summary manner only and is not a comprehensive analysis or list of all potential tax consequences of the purchase, ownership and disposal of shares.

2. The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law benefits or benefits under any other law.

3. No assurance is given that the Revenue authorities / Courts will concur with the view expressed herein. Our view is based on the existing provisions of law and its interpretation which is subject to change from time to time. We do not assume responsibility to update our view consequent to such changes

.

115

LEGAL PROCEEDINGS

Our Company, our Subsidiary and our Promoters are subject to various legal proceedings from time to time mostly arising in the ordinary course of their business. Except as described below, we are not involved in any material legal proceedings and our Company is not aware of any proceedings that are threatened, which if determined adversely, may have, or have had, a material adverse effect on our business, properties, financial condition or results or operations of our Company. We believe that none of the contingencies, either individually or in the aggregate, would have a material adverse effect on our financial condition, results of operations or cash flows.

Other than as disclosed below, our Company has no outstanding default in relation to statutory dues payable, dues payable to holders of any debentures and interest thereon, and in respect of deposits and interest thereon, defaults in repayment of loans from any bank or financial institution. Other than as disclosed below, there has been no other instances of compounding of offences, prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the Issue.

Further, except as disclosed below, we are not subject to any other outstanding litigations which may or may not impact our future revenues which have monetary value of more than 1 % of our net worth, for the last completed financial year on a standalone basis.A. LITIGATION INVOLVING THE COMPANY

1. By Distributorship Agreement entered in the year 1995 between Videojet Technologies (Videojet) and Control Print Limited (CPL), CPL agreed to distribute their Coding and Marking Machines and Consumables in India. The agreement was renewed every year. We asked for revision in Contract to safeguard our Company’s interest, this being an Installed Base Business. Videojet assured to revise the contract and their senior executives visited several times to discuss revised contract and some drafts were exchanged. By indulging into negotiation, Videojet misled us and suddenly terminated the contract. As there were Claims and Counter Claims, Bombay High Court referred Suit No. 561 of 2008 and Suit No. 2923 of 2007 to Arbitration. Currently the dispute between the parties is under Arbitration before Justice S. P. Kurdukar. The next hearing of the Arbitration is scheduled in January, 2018 onwards &

2. Gati Kintetsu Express Private Limted (“Gati”) has issued notice dated January 17, 2016 demanding outstanding dues of about Rs. 5.3 million (including interest) for bills of freight charges for transportation of consignments / shipments. Out of the total outstanding amount, the Company paid Rs. 3.4 million and disputed balance Rs. 1.9 million. Gati filed an Arbitration Application (Application No 147 of 2016) before the High Court of Hyderabad u/s 11 of Arbitration and Conciliation Act, 1996. Matter is pending before the Arbitrator.

B. LITIGATIONS INVOLVING OUR PROMOTER

The Company had applied for NOC to appropriate authorities and imported Methyl Ethyl Ketone (MEK) for its business of manufacture of Printing Inks which arrived in Mumbai Port before receiving NOC. CBN has filed a Complaint No 2 of 2014 in the Court of the Special Judge at Alibag, Maharashtra, against Mr. Basant Kabra, Managing Director of the Company for importing Methyl Ethyl Ketone (MEK) for its business of manufacture of Printing Inks before receiving No Objection Certificate (NOC). The case is pending.

C. PROCEEDINGS UNDER THE COMPANIES ACT

There has been no inquiry, inspection or investigations initiated or conducted against the Company under the Companies Act, 2013 or any previous company law in the last three years immediately preceding the year of circulation of this Placement Document against either our Company or our Subsidiary. Further, there have not been any prosecutions filed (whether pending or not), fines imposed, compounding of offences under the Companies Act, 2013 or any previous company law, in the last three years immediately preceding the year of circulation of this Placement Document with respect to the Company or its Subsidiary.

D. MATERIAL FRAUDS COMMITTED AGAINST OUR COMPANY IN THE LAST THREE YEARS

There have been no material frauds committed against our Company in the last three years.

E. POTENTIAL LITIGATION AGAINST OUR COMPANY

NilF. LITIGATIONS INVOLVING OUR SUBSIDIARY

NilG. TAX RELATED PROCEEDINGS1 Income Tax

There are no Income Tax matters2 Central Excise and Service Tax

There are no Central Excise and Service Tax matters.3 Sales Tax and Value Added Tax

There are no sales tax and value added tax matters.

116

INDEPENDENT ACCOUNTANTS

Our Company’s current statutory auditors, M/s. Jhawar Mantri & Associates, Chartered Accountants, are independent auditors with respect to our Company as required by the Companies Act and in accordance with the guidelines issued by the Institute of Chartered Accountants of India, have performed limited review in accordance with Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” with respect to our unaudited reviewed financial results as of and for period ended September 30, 2017. Further, M/s. Dosi and Jain, Chartered Accountants (previous statutory auditor) had audited financial statements as of and for the Fiscal Year ended March 31, 2015, March 31, 2016 and March 31, 2017, whose reports are included in this Placement Document. Please see the chapter titled “Financial Statements” beginning on page 118.

117

GENERAL INFORMATION

1. Our Company was originally incorporated as ‘Control Print Private Limited’ a private limited company under the Companies Act, 1956 pursuant to Certificate of Incorporation dated January, 14, 1991 bearing registration number 59800 issued by the Registrar of Companies, Mumbai. Pursuant to a special resolution of our shareholders dated October 19, 1992, our Company was converted to a public limited and name changed to ‘Control Print (India) Limited’, and a fresh certificate of incorporation was issued to us as by the RoC on February 16, 1993. Subsequently, the name of our Company was further changed to ‘Control Print Limited’ pursuant to a special resolution of the shareholders of our Company dated February 21, 2008 and a fresh certificate of incorporation was issued by the RoC on April 7, 2008. Our corporate identification number is L22219MH1991PLC059800.

2. As of the date of this Placement Document, our authorized capital is Rs 200,000,000 (Rupees two billion only) divided into 20,000,000 (Twenty million) Equity Shares of Re. 10 (Rupee ten) each. As of the date of this Placement Document, 15,672,372 Equity Shares of Rs.10 each have been issued, subscribed and paid up.

3. Our Registered Office is located at C-106, Hind Saurashtra Industrial Estate, Andheri-Kurla Road, Marol Naka, Andheri (East), Mumbai 400059, India Tel: +91 22 28599065; Fax: + 91 22 66938900 Website: www.controlprint.com.

4. Under our Memorandum of Association, our principal objects are to carry out the business described in the chapter titled “Our Business” beginning on page 64. The objects are set out in Clause III of our Memorandum of Association.

5. The Issue was authorized and approved by our Board of Directors by resolutions dated August 29, 2017 and approved by our shareholders vide a special resolution passed on October 15, 2017.

6. Our Company has applied for and received in-principle approvals under Regulation 28 of the SEBI Listing Regulations for the issue of the Equity Shares from the BSE and the NSE. We will apply for final approvals to list our Equity Shares to be issued in the Issue on the BSE and the NSE.

7. Copies of our Memorandum and Articles of Association will be available for inspection during usual business hours on any weekday (except Saturdays and public holidays) during the offering period at our Registered Office.

8. Other than as set forth in this Placement Document, there has been no significant change in our financial results since March 31, 2017, the date of our last audited financial statements.

9. Except as disclosed in this Placement Document, we are not involved in any material legal proceedings and we are not aware of any threatened legal proceedings, which, if determined adversely, could result in a material adverse effect on our business, financial condition or results of operations.

10. Our Company has obtained necessary consents, approvals and authorizations required in connection with the Issue.

11. M/s. Dosi and Jain Chartered Accountants have audited our financial statements as of and for the year ended on March 31, 2017, March 31, 2016 and March 31, 2015. M/s. Dosi and Jain Chartered Accountants have reviewed the unaudited standalone financial statements and notes thereto for the three months period ended June 30, 2017 and have provided their consent for inclusion of their reports in relation thereto in this Placement Document.

12. M/s Jhawar Mantri & Associates have reviewed our Financials for the period ended September 30, 2017 and provided their consent for inclusion of their Limited Review Report in this Placement Document.

13. We confirm that we are in compliance with minimum public shareholding requirements under the terms of the SEBI Listing Regulations.

14. Our Company and the BRLM accept no responsibility for statements made otherwise than in this Placement Document and anyone placing reliance on any other source of information, including our website www.controlprint.com, would be doing so at his or her own risk.

15. The Floor Price for the Issue is Rs. 475.09 per Equity Share calculated in accordance with Regulation 85 of the SEBI ICDR Regulations. Our Company may offer a discount of not more than 5% on the Floor Price in terms of Regulation 85 of the SEBI ICDR Regulations.

118

Sr. No. Contents Page No.

1 Auditor’s Report and Financial Statements for the year ended March 31, 2015 F-1

2 Auditor’s Report and Financial Statements for the year ended March 31, 2016 F-23

3 Auditor’s Report and Financial Statements for the year ended March 31, 2017 F-45

4 Limited Review report and standalone Financial Results of our Company as of and for the period ended September 30, 2017. F-69

82

24th Annual Report | 2014 - 15

INDEPENDENT AUDITOR’S REPORTThe Members of Control Print LimitedReport on the Consolidated Financial StatementsWe have audited the accompanying consolidated financial statements of Control Print Limited (“the Holding Company”)and its subsidiary which comprise the Consolidated Balance Sheet as at March 31,2015, and the Consolidated statement of Profit and Loss and Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information which we have signed under the reference to this report.We have relied on financials of the foreign branch audited by the Firm of Chartered Accountants who have issued the audit report thereof in Sri Lanka.Management’s Responsibility for the Financial StatementsThe Holding Company’s Board of Directors is responsible for the preparation of these Consolidated financial statements in terms of the requirements of the Companies Act,2013 that give a true and fair view of the Consolidated financial position, Consolidated Financial Performance and Consolidated cash flows of the Holding Company and its Subsidiary in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies(Account) Rules, 2014. The respective Board of Directors are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets and preventing and detecting frauds and other irregularities, the selection and application of appropriate accounting policies. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statement that give a true fair view and are free from material misstatement due to fraud or error.Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statement based on our audit.While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. These standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company and its subsidiary preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s Internal Control. An audit also include evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.Opinion We report that consolidated financial statements have been prepared by the Company’s Management in accordance with the requirements of Accounting Standard (AS 21)-Consolidated Financial Statements specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. In our opinion and to the best of our information and according to the explanations given to us, the accompanying consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

F-182

24th Annual Report | 2014 - 15

INDEPENDENT AUDITOR’S REPORTThe Members of Control Print LimitedReport on the Consolidated Financial StatementsWe have audited the accompanying consolidated financial statements of Control Print Limited (“the Holding Company”)and its subsidiary which comprise the Consolidated Balance Sheet as at March 31,2015, and the Consolidated statement of Profit and Loss and Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information which we have signed under the reference to this report.We have relied on financials of the foreign branch audited by the Firm of Chartered Accountants who have issued the audit report thereof in Sri Lanka.Management’s Responsibility for the Financial StatementsThe Holding Company’s Board of Directors is responsible for the preparation of these Consolidated financial statements in terms of the requirements of the Companies Act,2013 that give a true and fair view of the Consolidated financial position, Consolidated Financial Performance and Consolidated cash flows of the Holding Company and its Subsidiary in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies(Account) Rules, 2014. The respective Board of Directors are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets and preventing and detecting frauds and other irregularities, the selection and application of appropriate accounting policies. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statement that give a true fair view and are free from material misstatement due to fraud or error.Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statement based on our audit.While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. These standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company and its subsidiary preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s Internal Control. An audit also include evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.Opinion We report that consolidated financial statements have been prepared by the Company’s Management in accordance with the requirements of Accounting Standard (AS 21)-Consolidated Financial Statements specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. In our opinion and to the best of our information and according to the explanations given to us, the accompanying consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

F-284

24th Annual Report | 2014 - 15

Consolidated Balance Sheet as at 31st March, 2015Note No.

As at March 31, 2015`

As at March 31, 2014`

EQUITY AND LIABILITIESShareholders' Funds(a) Share Capital(b) Reserves and Surplus(c) Money Received Against Share Warrants

12

98,482,480 898,504,446

7,984,500

90,732,480 727,069,590

18,332,500 1,004,971,426 836,134,570

Non-Current Liabilities(a) Long Term Borrowings(b) Deferred Tax Liability - Net(c) Other Long Term Liabilities(d) Long Term Provisions

3456

24,806

24,783,558 6,753,400

12,814,746

302,96826,931,439

6,753,400 7,833,834

44,376,510 41,821,641 Current Liabilities(a) Short - Term Borrowings(b) Trade Payables(c) Other Current Liabilities(d) Short- Term Provisions

789

10

81,632,948 76,163,931

102,115,683 60,992,395

52,179,22886,695,71182,844,622 45,896,283

320,904,957 267,615,844 TOTAL 1,370,252,893 1,145,572,055

ASSETSNon-Current Assets(a) Fixed Assets (i) Tangible Assets (ii) Intangible Assets (iii) Capital Work in Progress

11 198,023,962 16,503,855

167,439,267

194,767,419 19,474,810 56,418,230

381,967,084 270,660,459(b) Non- Current Investments(c) Long Term Loans & Advances(d) Other Non- Current Assets

121314

102,385,496 28,068,085

24,182

130,101,462 19,513,289 14,077,221

130,477,763 163,691,972 Current Assets(a) Current Investments(b) Inventories(c) Trade Receivables(d) Cash and Cash Equivalents(e) Short-term Loans and Advances(f) Other Current Assets

151617181920

303,822560,872,690269,068,755

10,086,71413,410,170

4,065,895

303,822

461,510,979234,962,523

7,750,2556,555,437

136,608 857,808,046 711,219,624

TOTAL 1,370,252,893 1,145,572,055 Significant Accounting Policies and Notes to Accounts 31 to 45The accompanying Notes are an Integral Part of these Financial Statements.In terms of our report attached For and on behalf of Board of Directors For Dosi & Jain Firm Registration No. 112435W Basant Kabra Shiva Kabra Chartered Accountants Managing Director Whole-time Director

Chandresh Gandhi Partner Membership No. 43172 Mumbai,30th June, 2015 Mumbai,30th June, 2015

83

(a) In the case of the Consolidated Balance Sheet, of the state of affairs as at March 31, 2015;(b) In the case of the Consolidated Statement of Profit and Loss, of the Profit for the year ended on that date; and(c) In the case of the Consolidated Cash Flow statement, of the cash flows for the year ended on that date.Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of

India in terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors’ reports of the Holding company, subsidiary company, incorporated in India as well as foreign branch in Sri Lanka of the Holding Company audited by the firm of Chartered Accountants who have issued the audit report thereof in Sri Lanka. We give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report, to the extent applicable, that:(a) We have sought and obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated

financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2015 taken on record by the Board of Directors of the Holding Company none of the directors is disqualified as on 31st March, 2015 from being appointed as a Director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:i. The consolidated financial statements disclose the impact of pending litigations on the consolidated

financial position of the Group–Refer Note No. 37(i) (B) on Contingent Liabilities not provided for to the consolidated financial statements.

ii. The Group, did not have any long term derivative contracts and hence the question of any material foreseeable losses does not arise

iii. The Holding Company has transferred ` 229,963/- for the year 2005-06 with a delay of app. one year and ` 332,958/- for 2006-07 to the Investor Protection Fund.

For Dosi and JainChartered Accountants

Firm Registration No 112435W

Chandresh GandhiPartner

M. No 43172Place: MumbaiDated: 30th June, 2015

F-384

24th Annual Report | 2014 - 15

Consolidated Balance Sheet as at 31st March, 2015Note No.

As at March 31, 2015`

As at March 31, 2014`

EQUITY AND LIABILITIESShareholders' Funds(a) Share Capital(b) Reserves and Surplus(c) Money Received Against Share Warrants

12

98,482,480 898,504,446

7,984,500

90,732,480 727,069,590

18,332,500 1,004,971,426 836,134,570

Non-Current Liabilities(a) Long Term Borrowings(b) Deferred Tax Liability - Net(c) Other Long Term Liabilities(d) Long Term Provisions

3456

24,806

24,783,558 6,753,400

12,814,746

302,96826,931,439

6,753,400 7,833,834

44,376,510 41,821,641 Current Liabilities(a) Short - Term Borrowings(b) Trade Payables(c) Other Current Liabilities(d) Short- Term Provisions

789

10

81,632,948 76,163,931

102,115,683 60,992,395

52,179,22886,695,71182,844,622

45,896,283 320,904,957 267,615,844

TOTAL 1,370,252,893 1,145,572,055 ASSETSNon-Current Assets(a) Fixed Assets (i) Tangible Assets (ii) Intangible Assets (iii) Capital Work in Progress

11 198,023,962 16,503,855

167,439,267

194,767,419 19,474,810

56,418,230 381,967,084 270,660,459

(b) Non- Current Investments(c) Long Term Loans & Advances(d) Other Non- Current Assets

121314

102,385,496 28,068,085

24,182

130,101,462 19,513,289 14,077,221

130,477,763 163,691,972 Current Assets(a) Current Investments(b) Inventories(c) Trade Receivables(d) Cash and Cash Equivalents(e) Short-term Loans and Advances(f) Other Current Assets

151617181920

303,822560,872,690269,068,75510,086,71413,410,1704,065,895

303,822

461,510,979234,962,523

7,750,2556,555,437

136,608 857,808,046 711,219,624

TOTAL 1,370,252,893 1,145,572,055 Significant Accounting Policies and Notes to Accounts 31 to 45The accompanying Notes are an Integral Part of these Financial Statements.In terms of our report attached For and on behalf of Board of Directors For Dosi & Jain Firm Registration No. 112435W Basant Kabra Shiva Kabra Chartered Accountants Managing Director Whole-time Director

Chandresh Gandhi Partner Membership No. 43172 Mumbai,30th June, 2015 Mumbai,30th June, 2015

83

(a) In the case of the Consolidated Balance Sheet, of the state of affairs as at March 31, 2015;(b) In the case of the Consolidated Statement of Profit and Loss, of the Profit for the year ended on that date; and(c) In the case of the Consolidated Cash Flow statement, of the cash flows for the year ended on that date.Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of

India in terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors’ reports of the Holding company, subsidiary company, incorporated in India as well as foreign branch in Sri Lanka of the Holding Company audited by the firm of Chartered Accountants who have issued the audit report thereof in Sri Lanka. We give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report, to the extent applicable, that:(a) We have sought and obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated

financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2015 taken on record by the Board of Directors of the Holding Company none of the directors is disqualified as on 31st March, 2015 from being appointed as a Director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:i. The consolidated financial statements disclose the impact of pending litigations on the consolidated

financial position of the Group–Refer Note No. 37(i) (B) on Contingent Liabilities not provided for to the consolidated financial statements.

ii. The Group, did not have any long term derivative contracts and hence the question of any material foreseeable losses does not arise

iii. The Holding Company has transferred ` 229,963/- for the year 2005-06 with a delay of app. one year and ` 332,958/- for 2006-07 to the Investor Protection Fund.

For Dosi and JainChartered Accountants

Firm Registration No 112435W

Chandresh GandhiPartner

M. No 43172Place: MumbaiDated: 30th June, 2015

F-485

Consolidated Statement of Profit and Loss for the year ended 31st March 2015Note No.

As at March 31, 2015`

As at March 31, 2014`

I. Revenue from operations (Gross) 21 1,155,009,455 928,458,893Less : Excise duty 25,776,808 17,881,432Revenue from operations (Net) 1,129,232,647 910,577,461

II. Other Income 22 12,907,788 9,006,555 III. Total Revenue (I+II) 1,142,140,435 919,584,016 IV. Expenditure

Cost of Materials Consumed 23 315,990,667 246,594,543Purchase of Stock-in-Trade 24 162,449,426 132,096,241Manufacturing & Operating Costs 25 65,993,455 54,480,443Changes in Inventories of Finished Goods,Work-in-Progress and Stock-in-Trade

26 (71,377,596) (24,954,598)

Employee Benefit Expenses 27 213,481,226 174,733,379Finance Costs 28 10,474,094 7,459,138 Depreciation and Amortisation Expense 21,413,065 14,052,589 Other Expenses 29 170,474,725 124,667,032 Total Expenses 888,899,062 729,128,767

V. Profit before Exceptional Items & Tax 253,241,373 190,455,249 VI. Exceptional Items 30 23,392,121 808,393VII. Profit/Loss Before Taxation ( V - VI ) 276,633,494 191,263,642 VIII. Tax Expense :

Current Tax 79,000,000 52,500,000Deferred Tax (1,123,017) 9,535

IX. Profit After Taxation ( VII - VIII ) 198,756,511 138,754,107 X Prior period Adjustments 10,094,430 939,028XI Net Profit After Tax & Extraordinary Items

Available for Appropriation 188,662,081

137,815,079

Earnings Per Equity Share of ` 10/- each(1) Basic 19.77 15.19(2) Diluted 18.06 14.32The accompanying Notes are an Integral Part of these Financial Statements.

In terms of our report attached For and on behalf of Board of Directors For Dosi & Jain Firm Registration No. 112435W Basant Kabra Shiva Kabra Chartered Accountants Managing Director Whole-time Director

Chandresh Gandhi Partner Membership No. 43172 Mumbai,30th June, 2015 Mumbai,30th June, 2015

86

24th Annual Report | 2014 - 15

Consolidated Cash Flow Statement For The Year Ended On 31st March 20152014 - 15

`2013 - 14

`

A. CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before tax as per Statement of Profit and Loss 276,633,494 191,263,642

Adjusted for :

Depreciation and Amortisation (Net) 21,413,065 14,052,589

Deferred Revenue Expenditure 42,033 42,034

Forex Fluctuation (2,447,302) 1,703,422

Provision for Wealth Tax 316,505 220,361

Profit/Loss of Sale of Fixed Assets (Net) (1,016,874) 256,733

Profit/Loss of Investments (Net) (30,652,310) (808,393)

Finance Costs 10,474,094 7,459,138

Dividend Income (3,159,675) (3,206,597)

Interest Income (283,937) (261,486)

Corporate Social Responsibility Expenses 423,060 -

Foreign Exchange Translation Reserve (1,609,625) -

Operating Profit before Working Capital Changes 270,132,528 210,721,443

Adjustment for changes in :

(Increase)/Decrease in Trade Receivables (34,106,232) (30,117,618)

(Increase)/Decrease in Inventories (99,361,711) (139,640,383)

(Increase)/Decrease in Other Current Assets (8,538,867) 1,559,108

Increase/(Decrease )in Trade Payables (10,531,780) 16,932,708

Increase/(Decrease) in Other Payables 25,719,255 13,184,481

Cash Generated from Operations 143,313,193 72,639,739

Corporate Social Responsibility Expenses (Refer Note No. 43) (423,060) -

Taxes Paid (47,666,209) (32,995,809)

Prior period Adjustments (10,094,430) (939,028)

Net Cash from Operating Activities (Total – A) 85,129,494 38,704,902

F-585

Consolidated Statement of Profit and Loss for the year ended 31st March 2015Note No.

As at March 31, 2015`

As at March 31, 2014`

I. Revenue from operations (Gross) 21 1,155,009,455 928,458,893Less : Excise duty 25,776,808 17,881,432Revenue from operations (Net) 1,129,232,647 910,577,461

II. Other Income 22 12,907,788 9,006,555 III. Total Revenue (I+II) 1,142,140,435 919,584,016 IV. Expenditure

Cost of Materials Consumed 23 315,990,667 246,594,543Purchase of Stock-in-Trade 24 162,449,426 132,096,241Manufacturing & Operating Costs 25 65,993,455 54,480,443Changes in Inventories of Finished Goods,Work-in-Progress and Stock-in-Trade

26 (71,377,596) (24,954,598)

Employee Benefit Expenses 27 213,481,226 174,733,379Finance Costs 28 10,474,094 7,459,138 Depreciation and Amortisation Expense 21,413,065 14,052,589 Other Expenses 29 170,474,725 124,667,032 Total Expenses 888,899,062 729,128,767

V. Profit before Exceptional Items & Tax 253,241,373 190,455,249 VI. Exceptional Items 30 23,392,121 808,393VII. Profit/Loss Before Taxation ( V - VI ) 276,633,494 191,263,642 VIII. Tax Expense :

Current Tax 79,000,000 52,500,000Deferred Tax (1,123,017) 9,535

IX. Profit After Taxation ( VII - VIII ) 198,756,511 138,754,107 X Prior period Adjustments 10,094,430 939,028XI Net Profit After Tax & Extraordinary Items

Available for Appropriation 188,662,081

137,815,079

Earnings Per Equity Share of ` 10/- each(1) Basic 19.77 15.19(2) Diluted 18.06 14.32The accompanying Notes are an Integral Part of these Financial Statements.

In terms of our report attached For and on behalf of Board of Directors For Dosi & Jain Firm Registration No. 112435W Basant Kabra Shiva Kabra Chartered Accountants Managing Director Whole-time Director

Chandresh Gandhi Partner Membership No. 43172 Mumbai,30th June, 2015 Mumbai,30th June, 2015

86

24th Annual Report | 2014 - 15

Consolidated Cash Flow Statement For The Year Ended On 31st March 20152014 - 15

`2013 - 14

`

A. CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before tax as per Statement of Profit and Loss 276,633,494 191,263,642

Adjusted for :

Depreciation and Amortisation (Net) 21,413,065 14,052,589

Deferred Revenue Expenditure 42,033 42,034

Forex Fluctuation (2,447,302) 1,703,422

Provision for Wealth Tax 316,505 220,361

Profit/Loss of Sale of Fixed Assets (Net) (1,016,874) 256,733

Profit/Loss of Investments (Net) (30,652,310) (808,393)

Finance Costs 10,474,094 7,459,138

Dividend Income (3,159,675) (3,206,597)

Interest Income (283,937) (261,486)

Corporate Social Responsibility Expenses 423,060 -

Foreign Exchange Translation Reserve (1,609,625) -

Operating Profit before Working Capital Changes 270,132,528 210,721,443

Adjustment for changes in :

(Increase)/Decrease in Trade Receivables (34,106,232) (30,117,618)

(Increase)/Decrease in Inventories (99,361,711) (139,640,383)

(Increase)/Decrease in Other Current Assets (8,538,867) 1,559,108

Increase/(Decrease )in Trade Payables (10,531,780) 16,932,708

Increase/(Decrease) in Other Payables 25,719,255 13,184,481

Cash Generated from Operations 143,313,193 72,639,739

Corporate Social Responsibility Expenses (Refer Note No. 43) (423,060) -

Taxes Paid (47,666,209) (32,995,809)

Prior period Adjustments (10,094,430) (939,028)

Net Cash from Operating Activities (Total – A) 85,129,494 38,704,902

F-687

2014 - 15`

2013 - 14``

B. CASH FLOW FROM INVESTING ACTIVITIES:

(Purchase)/Sale of Fixed Assets ( Net) (134,761,039) (68,666,590)

(Purchase) / Sale of Investments (Net) 58,368,276 23,014,713

Capital Advances/ pre operative expenses (10,799,950) -

Forex Fluctuation 2,447,302 (1,703,422)

Interest Income 283,937 261,486

Dividend Income 3,159,675 3,206,597

Net Cash (Used in) Investing Activities (Total – B)

(81,301,799) (43,887,216)

C. CASH FLOW IN FINANCING ACTIVITIES:

Issue of Equity Shares including Share Premium 41,392,000 -

Application Money on Issuance of Share Warrants (10,348,000) 13,307,500

Increase / (Decrease) in Borrowings 29,208,438 22,898,429

Dividend Paid for FY 2013-14 including Dividend Distribution Tax

(27,634,944) (21,230,493)

Interim Dividend for 2014-15 Paid including Dividend Distribution Tax

(23,634,636) -

Finance Costs (10,474,094) (7,459,138)

Net Cash (Used in)/ from Financing Activities (Total – C)

(1,491,236) 7,516,298

Net Increase/Decrease in Cash and Cash Equivalents ( A+B+C)

2,336,459 2,333,984

Opening Balance of Cash and Cash Equivalents 7,750,255 5,416,271

Closing Balance of Cash and Cash Equivalents 10,086,714 7,750,255

Notes:(i) Cash & Cash Equivalents at the end of the year represent Cash on Hand and Balances with Banks.

In terms of our report attached For and on behalf of Board of Directors For Dosi & Jain Firm Registration No. 112435W Basant Kabra Shiva Kabra Chartered Accountants Managing Director Whole-time Director

Chandresh Gandhi Partner Membership No. 43172 Mumbai,30th June, 2015 Mumbai,30th June, 2015

88

24th Annual Report | 2014 - 15

SIGNIFICANT ACCOUNTING POLICIES

A. Principles of Consolidation:

The consolidated financial statements relate to Control Print Limited (‘the Company’) and its wholly - owned subsidiary Company - Liberty Chemicals Private Limited. The consolidated financial statements have been prepared on the following basis:

(i) The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions in accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”.

(ii) The difference between the cost of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve as the case may be.

(iii) As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Company’s separate financial statements.

B. Investments other than in subsidiaries and associates have been accounted as per Accounting Standard (AS) 13 on “Accounting for Investments”.

C. Other Significant Accounting Policies

These are set out under “Significant Accounting Policies” as given in the Company’s separate financial statements.

F-787

2014 - 15`

2013 - 14``

B. CASH FLOW FROM INVESTING ACTIVITIES:

(Purchase)/Sale of Fixed Assets ( Net) (134,761,039) (68,666,590)

(Purchase) / Sale of Investments (Net) 58,368,276 23,014,713

Capital Advances/ pre operative expenses (10,799,950) -

Forex Fluctuation 2,447,302 (1,703,422)

Interest Income 283,937 261,486

Dividend Income 3,159,675 3,206,597

Net Cash (Used in) Investing Activities (Total – B)

(81,301,799) (43,887,216)

C. CASH FLOW IN FINANCING ACTIVITIES:

Issue of Equity Shares including Share Premium 41,392,000 -

Application Money on Issuance of Share Warrants (10,348,000) 13,307,500

Increase / (Decrease) in Borrowings 29,208,438 22,898,429

Dividend Paid for FY 2013-14 including Dividend Distribution Tax

(27,634,944) (21,230,493)

Interim Dividend for 2014-15 Paid including Dividend Distribution Tax

(23,634,636) -

Finance Costs (10,474,094) (7,459,138)

Net Cash (Used in)/ from Financing Activities (Total – C)

(1,491,236) 7,516,298

Net Increase/Decrease in Cash and Cash Equivalents ( A+B+C)

2,336,459 2,333,984

Opening Balance of Cash and Cash Equivalents 7,750,255 5,416,271

Closing Balance of Cash and Cash Equivalents 10,086,714 7,750,255

Notes:(i) Cash & Cash Equivalents at the end of the year represent Cash on Hand and Balances with Banks.

In terms of our report attached For and on behalf of Board of Directors For Dosi & Jain Firm Registration No. 112435W Basant Kabra Shiva Kabra Chartered Accountants Managing Director Whole-time Director

Chandresh Gandhi Partner Membership No. 43172 Mumbai,30th June, 2015 Mumbai,30th June, 2015

88

24th Annual Report | 2014 - 15

SIGNIFICANT ACCOUNTING POLICIES

A. Principles of Consolidation:

The consolidated financial statements relate to Control Print Limited (‘the Company’) and its wholly - owned subsidiary Company - Liberty Chemicals Private Limited. The consolidated financial statements have been prepared on the following basis:

(i) The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions in accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”.

(ii) The difference between the cost of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve as the case may be.

(iii) As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Company’s separate financial statements.

B. Investments other than in subsidiaries and associates have been accounted as per Accounting Standard (AS) 13 on “Accounting for Investments”.

C. Other Significant Accounting Policies

These are set out under “Significant Accounting Policies” as given in the Company’s separate financial statements.

F-889

Notes to the Consolidated Financial Statements for the year ended March 31, 2015

1 SHARE CAPITALAs at March

31, 2015`

As at March 31, 2014

`

Authorised15,000,000 (Previous year 15,000,000) equity shares ` of 10 each

150,000,000 150,000,000

Issued and subscribed9,848,248 (Previous year: 9,073,248) equity shares of ` 10 each fully paid up 98,482,480 90,732,480

Reconciliation of fully paid equity shares As at March 31, 2015 As at March 31, 2014

Number of Shares

Share Capital

Number of Shares

Share Capital

As per Last Balance Sheet 9,073,248 90,732,480 9,073,248 90,732,480

Equity shares of ` 10 each issued during the year 775,000 7,750,000 - -

Balance at the end of year 9,848,248 98,482,480 9,073,248 90,732,480

Terms/Rights attached to Equity Shares:The Company has only one class of Equity Shares having a par value of ` 10 per share. Each holder of Equity Shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in the proportion to the number of Equity Shares held by the shareholders.Details of shareholders holding more than 5% shares in the company

Shareholder As at March 31, 2015 As at March 31, 2014

Number of Shares

% Number of Shares

%

Silver Plastochem Private Limited 2,212,871 22.47% 2,112,871 23.29

Ms. Pushpa Kabra 964,154 9.79% 704,154 7.76

Mr. Shiva Kabra 866,079 8.79% 706,079 7.78

India Max Investment Fund Limited 789,818 8.02% 809,098 8.92

Note : 775,000 Preferential Share Warrants converted into Equity Shares and during the year 600,000 warrants are outstanding for conversion into Equity Shares as on 31.03.2015.

90

24th Annual Report | 2014 - 15

2 RESERVES AND SURPLUSAs at March

31, 2015`

As at March 31, 2014

`

Capital ReserveBalance as per Last Account 8,355,975 8,355,975

Securities Premium AccountBalance as per Last Account 170,806,050 170,806,050

Add/(Less): Additions During the year 33,642,000 204,448,050 - 170,806,050

General ReserveBalance as per Last Account 132,152,981 117,152,981

Add/(Less): Transferred (to)/from Profit & Loss Account 20,000,000 152,152,981 15,000,000 132,152,981Surplus in the statement of Profit and Loss

Balance as per Last Account 415,754,584 320,574,535

Add/(Less): Net Profit /( Net Loss) for the year 188,662,081 137,815,079

Add/(Less) : Adjustments relating to Fixed Assets (Refer Note No. 39) (1,990,328)Less Appropriation

Interim Dividend ` 2/- per Share ( Previous Year NIL per share) (19,696,496) - Proposed Final Dividend ` 2/- per share (Previous year 2.50 per share) (19,696,496) (23,620,620)Corporate Tax on Interim Dividend (3,938,140) -

Corporate Tax on Proposed Final Dividend (3,938,140) (4,014,410)

Transfer to General Reserve (20,000,000) (15,000,000)

Transfer to Exchange Fluctuation Translation reserve (1,609,625) - Net Surplus in the Statement of Profit and Loss 533,547,440 415,754,584Total Reserves and Surplus 898,504,446 727,069,590

a) Final Dividend proposed to be distributed to the shareholders for Financial year 2014-15 is 2 per share (Previous year ` 2.50 per share)

F-989

Notes to the Consolidated Financial Statements for the year ended March 31, 2015

1 SHARE CAPITALAs at March

31, 2015`

As at March 31, 2014

`

Authorised15,000,000 (Previous year 15,000,000) equity shares ` of 10 each

150,000,000 150,000,000

Issued and subscribed9,848,248 (Previous year: 9,073,248) equity shares of ` 10 each fully paid up 98,482,480 90,732,480

Reconciliation of fully paid equity shares As at March 31, 2015 As at March 31, 2014

Number of Shares

Share Capital

Number of Shares

Share Capital

As per Last Balance Sheet 9,073,248 90,732,480 9,073,248 90,732,480

Equity shares of ` 10 each issued during the year 775,000 7,750,000 - -

Balance at the end of year 9,848,248 98,482,480 9,073,248 90,732,480

Terms/Rights attached to Equity Shares:The Company has only one class of Equity Shares having a par value of ` 10 per share. Each holder of Equity Shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in the proportion to the number of Equity Shares held by the shareholders.Details of shareholders holding more than 5% shares in the company

Shareholder As at March 31, 2015 As at March 31, 2014

Number of Shares

% Number of Shares

%

Silver Plastochem Private Limited 2,212,871 22.47% 2,112,871 23.29

Ms. Pushpa Kabra 964,154 9.79% 704,154 7.76

Mr. Shiva Kabra 866,079 8.79% 706,079 7.78

India Max Investment Fund Limited 789,818 8.02% 809,098 8.92

Note : 775,000 Preferential Share Warrants converted into Equity Shares and during the year 600,000 warrants are outstanding for conversion into Equity Shares as on 31.03.2015.

90

24th Annual Report | 2014 - 15

2 RESERVES AND SURPLUSAs at March

31, 2015`

As at March 31, 2014

`

Capital ReserveBalance as per Last Account 8,355,975 8,355,975

Securities Premium AccountBalance as per Last Account 170,806,050 170,806,050

Add/(Less): Additions During the year 33,642,000 204,448,050 - 170,806,050

General ReserveBalance as per Last Account 132,152,981 117,152,981

Add/(Less): Transferred (to)/from Profit & Loss Account 20,000,000 152,152,981 15,000,000 132,152,981Surplus in the statement of Profit and Loss

Balance as per Last Account 415,754,584 320,574,535

Add/(Less): Net Profit /( Net Loss) for the year 188,662,081 137,815,079

Add/(Less) : Adjustments relating to Fixed Assets (Refer Note No. 39) (1,990,328)Less Appropriation

Interim Dividend ` 2/- per Share ( Previous Year NIL per share) (19,696,496) - Proposed Final Dividend ` 2/- per share (Previous year 2.50 per share) (19,696,496) (23,620,620)Corporate Tax on Interim Dividend (3,938,140) -

Corporate Tax on Proposed Final Dividend (3,938,140) (4,014,410)

Transfer to General Reserve (20,000,000) (15,000,000)

Transfer to Exchange Fluctuation Translation reserve (1,609,625) - Net Surplus in the Statement of Profit and Loss 533,547,440 415,754,584Total Reserves and Surplus 898,504,446 727,069,590

a) Final Dividend proposed to be distributed to the shareholders for Financial year 2014-15 is 2 per share (Previous year ` 2.50 per share)

F-1091

3 LONG TERM BORROWINGSAs at March

31, 2015`

As at March 31, 2014

`

Secured : Car Loans from Financial Institution 24,806 302,968

24,806 302,968

A) Two Car Loans from Kotak Mahindra Prime Limited are secured by creating a Charge on the cars purchased from the loan amount. The Loans carry an interest of 12.65% and are repayable in 59 monthly instalments starting from June, 2011 and the last instalment is due in April, 2016.

4 DEFERRED TAX LIABILITY - NETAs at March

31, 2015`

As at March 31, 2014

`

Related to Fixed Assets 24,783,558 26,931,439Net Deferred Tax Liability 24,783,558 26,931,439

5 OTHER LONG TERM LIABILITIES ` `

Other Liabilities 6,753,400 6,753,400 6,753,400 6,753,400

6 LONG TERM PROVISIONS ` `

Provision for Compensated Absences 5,774,306 3,717,153Provision for Gratuity 7,040,440 4,116,681

12,814,746 7,833,834

7 SHORT - TERM BORROWINGS ` `

Secured : Working Capital Loan from Bank 81,632,948 52,179,228

81,632,948 52,179,228

a) Working Capital Loan from Kotak Mahindra Bank is secured by hypothecation of present and future stock, book debts and first charge on immovable property located at Nalagarh, Himachal Pradesh and at Mumbai, Maharashtra.

8 TRADE PAYABLES ` `

Total Outstanding Dues to Micro Enterprises and Small Enterprises

142,156 1,254,493

Total Outstanding Dues to Creditors other than Micro Enterprises and Small Enterprises

76,021,775 85,441,218

76,163,931 86,695,711

Note- The above information has been determined to the extent of such parties could be identified on the basis of information available with the company regarding the status of the supplier under the MSME Act.

92

24th Annual Report | 2014 - 15

The details of amounts outstanding to Micro, Small and Medium Enterprises based on available information with the Company is as under:

Particulars As at March 31, 2015

`

As at March 31, 2014

`

Principal amount due and remaining unpaid 142,156 1,254,493Interest due on above and the unpaid interest* - 5,503Interest paid for payment made beyond the appointed day during the year - - Interest due and payable for the period of delay - - Interest accrued and remaining unpaid - - Amount of further interest remaining due and payable in succeeding years - - * Interest is waived by the concerned suppliers

9 OTHER CURRENT LIABILITIES As at March 31, 2015

`

As at March 31, 2014

`

Current Maturities of Car Loan 278,162 245,282Statutory Dues 16,926,791 9,961,358Unclaimed Dividends * 2,656,858 2,097,804

Other Payables 68,656,188 55,911,758

Income Received in Advance 13,597,684 14,628,420

102,115,683 82,844,622

*During the year, sum of ` 229,963/- & ` 332,958/- being unclaimed Final Dividend for F.Y 2005-06 & F.Y. 2006-07 respectively were transferred to Investors Protection Fund as per Sec 205C of the Companies Act 1956

10 SHORT-TERM PROVISIONS ` `

Provision for Compensated Absences 2,539,004 1,240,184Provision for Gratuity 1,312,859 1,111,516Provision for Income Tax 31,875,561 15,689,278

Provision for Wealth Tax 316,505 220,361

Proposed Dividend 19,696,496 23,620,620

Tax on Proposed Dividend 3,938,140 4,014,324Provision for Expenses 1,313,830 -

60,992,395 45,896,283

F-1191

3 LONG TERM BORROWINGSAs at March

31, 2015`

As at March 31, 2014

`

Secured : Car Loans from Financial Institution 24,806 302,968

24,806 302,968

A) Two Car Loans from Kotak Mahindra Prime Limited are secured by creating a Charge on the cars purchased from the loan amount. The Loans carry an interest of 12.65% and are repayable in 59 monthly instalments starting from June, 2011 and the last instalment is due in April, 2016.

4 DEFERRED TAX LIABILITY - NETAs at March

31, 2015`

As at March 31, 2014

`

Related to Fixed Assets 24,783,558 26,931,439Net Deferred Tax Liability 24,783,558 26,931,439

5 OTHER LONG TERM LIABILITIES ` `

Other Liabilities 6,753,400 6,753,400 6,753,400 6,753,400

6 LONG TERM PROVISIONS ` `

Provision for Compensated Absences 5,774,306 3,717,153Provision for Gratuity 7,040,440 4,116,681

12,814,746 7,833,834

7 SHORT - TERM BORROWINGS ` `

Secured : Working Capital Loan from Bank 81,632,948 52,179,228

81,632,948 52,179,228

a) Working Capital Loan from Kotak Mahindra Bank is secured by hypothecation of present and future stock, book debts and first charge on immovable property located at Nalagarh, Himachal Pradesh and at Mumbai, Maharashtra.

8 TRADE PAYABLES ` `

Total Outstanding Dues to Micro Enterprises and Small Enterprises

142,156 1,254,493

Total Outstanding Dues to Creditors other than Micro Enterprises and Small Enterprises

76,021,775 85,441,218

76,163,931 86,695,711

Note- The above information has been determined to the extent of such parties could be identified on the basis of information available with the company regarding the status of the supplier under the MSME Act.

92

24th Annual Report | 2014 - 15

The details of amounts outstanding to Micro, Small and Medium Enterprises based on available information with the Company is as under:

Particulars As at March 31, 2015

`

As at March 31, 2014

`

Principal amount due and remaining unpaid 142,156 1,254,493Interest due on above and the unpaid interest* - 5,503Interest paid for payment made beyond the appointed day during the year - - Interest due and payable for the period of delay - - Interest accrued and remaining unpaid - - Amount of further interest remaining due and payable in succeeding years - - * Interest is waived by the concerned suppliers

9 OTHER CURRENT LIABILITIES As at March 31, 2015

`

As at March 31, 2014

`

Current Maturities of Car Loan 278,162 245,282Statutory Dues 16,926,791 9,961,358Unclaimed Dividends * 2,656,858 2,097,804

Other Payables 68,656,188 55,911,758

Income Received in Advance 13,597,684 14,628,420

102,115,683 82,844,622

*During the year, sum of ` 229,963/- & ` 332,958/- being unclaimed Final Dividend for F.Y 2005-06 & F.Y. 2006-07 respectively were transferred to Investors Protection Fund as per Sec 205C of the Companies Act 1956

10 SHORT-TERM PROVISIONS ` `

Provision for Compensated Absences 2,539,004 1,240,184Provision for Gratuity 1,312,859 1,111,516Provision for Income Tax 31,875,561 15,689,278

Provision for Wealth Tax 316,505 220,361

Proposed Dividend 19,696,496 23,620,620

Tax on Proposed Dividend 3,938,140 4,014,324Provision for Expenses 1,313,830 -

60,992,395 45,896,283

F-1293

Not

es o

n C

onso

lidat

ed F

inan

cial

Sta

tem

ents

for t

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015.

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am

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app

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s at

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Lank

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tand

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licab

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ri La

nka

and

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s pe

r Sch

-II o

f Com

pani

es A

ct, 2

013.

94

24th Annual Report | 2014 - 15

12 NON - CURRENT INVESTMENTS

Investment in Equity Shares (Quoted - Shares of ` 10 each unless otherwise specified)

As at March 31, 2015 As at March 31, 2014 Number of

Shares (Amount) ` Number of

Shares(Amount) `

GIC Housing Finance Limited - - 319,187 35,112,572

Taj GVK Hotel & Resorts Limited ( Face Value Per share is ` 2/- each ) - - 248,524 21,986,407TV18 Broadcast Limited ( Face Value Per share is ` 2/- each ) - - 511,100 15,987,324Den Networks Limited - - 169,051 33,870,676

Cairn India Limited 86,139 27,310,609 69,139 23,144,483

Arvind Mills Limited 200,000 42,276,325 - -

EIH Limited ( Face Value Per share is ` 2/- each ) 17,603 1,870,985 - -Heritage Foods Limited 8,982 2,610,515 - -Inox Leisure limited 180,150 28,317,062 - -Investment in Equity Shares 102,385,496 130,101,462

Total Non- Current Investments 102,385,496 130,101,462Aggregate Amount of Quoted Investments 102,385,496 130,101,462Market Value of Quoted Investments 105,962,266 119,624,050

13 LONG-TERM LOANS AND ADVANCES As at March 31, 2015

`

As at March 31, 2014

`

Capital Advances 22,683,108 15,949,053Security Deposits ( Unsecured, considered good) 4,002,677 2,365,266Deposits with Related Parties 1,182,300 823,050Loan to Employees 200,000 375,920

28,068,085 19,513,289

14 OTHER NON - CURRENT ASSETS ` `

MAT Credit Receivable - 14,053,039Others 24,182 24,182

24,182 14,077,221

15 CURRENT INVESTMENTS ` `

Investment in Mutual Fund - Kotak Flexi Debt Scheme - Growth 303,822 303,822

F-1393

Not

es o

n C

onso

lidat

ed F

inan

cial

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tem

ents

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ets:

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iden

tial P

rem

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ory

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mis

es

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nt a

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,163

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254

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0139

,227

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70

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ce E

quip

emen

ts35

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iture

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178

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e:

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reci

atio

n on

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nt &

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hine

ry `

2,3

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0/- (

Pre

viou

s Ye

ar `

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-) h

as b

een

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l dep

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atio

n un

der A

S 2

as

the

part

of o

verh

eads

. **

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nt a

t Guw

ahat

i has

sin

ce c

omm

ence

d pr

oduc

tion

on 2

5th M

ay, 2

015.

Con

sequ

ently

am

ount

app

earin

g in

Cap

ital W

ork

In P

rogr

ess

will

be

allo

cate

d to

resp

ectiv

e as

sets

.

Sri L

anka

Bra

nch

Des

crip

tion

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OSS

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CK

AM

OR

TISA

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N/D

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NN

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LOC

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As

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Add

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tions

A

djus

tmen

ts

As

at31

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2015

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at

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dditi

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uctio

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ts

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at

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s at

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/03/

2015

As

at31

/03/

2014

``

``

``

``

``

Tang

ible

Ass

ets:

Com

pute

r Equ

ipm

ent

016

9,84

60

169,

846

05,

760

05,

760

164,

086

0

Offi

ce E

quip

men

t0

130,

622

013

0,62

20

10,4

970

10,4

9712

0,12

50

Furn

iture

& F

ittin

gs0

98,5

980

98,5

980

8,28

00

8,28

090

,317

0

Prin

ter f

or R

enta

l0

329,

132

032

9,13

20

13,6

010

13,6

0131

5,53

10

Tota

l for

the

perio

d 0

728,

198

072

8,19

80

38,1

390

38,1

3969

0,05

90

Not

e: D

epre

ciat

ion

for a

sset

s at

Sri

Lank

a B

ranc

h is

cha

rged

as

per s

tand

ards

app

licab

le a

ccor

ding

to lo

cal l

aws

of S

ri La

nka

and

not a

s pe

r Sch

-II o

f Com

pani

es A

ct, 2

013.

94

24th Annual Report | 2014 - 15

12 NON - CURRENT INVESTMENTS

Investment in Equity Shares (Quoted - Shares of ` 10 each unless otherwise specified)

As at March 31, 2015 As at March 31, 2014 Number of

Shares (Amount) ` Number of

Shares(Amount) `

GIC Housing Finance Limited - - 319,187 35,112,572

Taj GVK Hotel & Resorts Limited ( Face Value Per share is ` 2/- each ) - - 248,524 21,986,407TV18 Broadcast Limited ( Face Value Per share is ` 2/- each ) - - 511,100 15,987,324Den Networks Limited - - 169,051 33,870,676

Cairn India Limited 86,139 27,310,609 69,139 23,144,483

Arvind Mills Limited 200,000 42,276,325 - -

EIH Limited ( Face Value Per share is ` 2/- each ) 17,603 1,870,985 - -Heritage Foods Limited 8,982 2,610,515 - -Inox Leisure limited 180,150 28,317,062 - -Investment in Equity Shares 102,385,496 130,101,462

Total Non- Current Investments 102,385,496 130,101,462Aggregate Amount of Quoted Investments 102,385,496 130,101,462Market Value of Quoted Investments 105,962,266 119,624,050

13 LONG-TERM LOANS AND ADVANCES As at March 31, 2015

`

As at March 31, 2014

`

Capital Advances 22,683,108 15,949,053Security Deposits ( Unsecured, considered good) 4,002,677 2,365,266Deposits with Related Parties 1,182,300 823,050Loan to Employees 200,000 375,920

28,068,085 19,513,289

14 OTHER NON - CURRENT ASSETS ` `

MAT Credit Receivable - 14,053,039Others 24,182 24,182

24,182 14,077,221

15 CURRENT INVESTMENTS ` `

Investment in Mutual Fund - Kotak Flexi Debt Scheme - Growth 303,822 303,822

F-1495

16 INVENTORIES As at March

31, 2015`

As at March 31, 2014

`

Raw Materials & components, etc. 229,698,552 228,709,092Raw Materials -in Transit 18,727,524 34,240,715Work-in- Process 36,611,438 30,103,708

Finished goods (others than those acquired for trading) 65,028,800 53,301,647

Stock in Trade 137,509,360 84,366,647

Manufactured Components 69,634,947 30,789,170

Sri Lanka Branch inventory (Net of inventory Reserve Account) 3,662,069 -

560,872,690 461,510,979

Note: Inventories worth ` 3.41 Cr (P.Y ` 4.40 Cr ) were lying at various customers location towards generation of cost per code and Rental revenue

Details of Inventories: Qty ` Qty `

Coding & Marking Systems 1640 Nos. 109,237,191 1469 Nos. 92,678,584Consumables, Spares & Raw Materials 332,733,843 282,822,343Work in Progress 36,611,438 30,103,708Other including Goods in Transit 78,628,149 55,906,344Sri Lanka Branch inventory (Net of inventory Reserve Account)

3,662,069 -

Total Inventories 560,872,690 461,510,979

17 TRADE RECEIVABLES ` `

(Unsecured, considered good)Over Six Months 65,645,358 66,082,856Others 203,423,397 168,879,667

269,068,755 234,962,523

18 CASH & BANK BALANCES ` `

(i) Cash and Cash equivalents (a) Balances with banks In Current Accounts 2,989,892 4,106,850

(b) Cash on Hand 404,480 216,680

(c) Balances with Sri Lanka Branch Bank Accounts 1,797,921 -

(ii) Other Bank Balances(a) Unclaimed Dividend Accounts 2,656,858 2,097,804

(b) Balances with Bank to the extent held as Margin Money 2,237,563 1,328,921

10,086,714 7,750,255

96

24th Annual Report | 2014 - 15

19 SHORT-TERM LOANS AND ADVANCESAs at March

31, 2015`

As at March 31, 2014

`

Loan to Employees 1,308,723 331,944Advances to Employees 1,596,045 975,123Prepaid Expenses 5,954,937 2,677,565Balances with Customs & Central Excise Authorities 1,571,418 1,145,946Security Deposits ( Unsecured,considered good) 1,269,161 1,424,859Other Advances 1,709,886 -

13,410,170 6,555,437

20 OTHER CURRENT ASSETS ` `

Pre operative Expenses 4,065,895 -Current Portion of Unamortized Expenses - 136,608

4,065,895 136,608

21 REVENUE FROM OPERATIONS 2014-2015`

2013-14`

Sale/Service of/from Manufactured Products 872,434,099 726,698,152Sale of Stock - in - Trade 211,127,776 140,087,346Sale of Services 70,475,305 60,603,488Other Operating Revenues 972,275 1,069,907

1,155,009,455 928,458,893Less: Excise duty 25,776,808 17,881,432

1,129,232,647 910,577,461Particulars:Sale of Products comprises:Manufactured Goods Quantity ` Quantity `

Coding & Marking Systems 1624 Nos. 237,912,768 1143 Nos. 184,781,703Consumables, Spares & Others 634,521,331 541,916,449Total - Sale of Manufactured Goods 872,434,099 726,698,152

F-1595

16 INVENTORIES As at March

31, 2015`

As at March 31, 2014

`

Raw Materials & components, etc. 229,698,552 228,709,092Raw Materials -in Transit 18,727,524 34,240,715Work-in- Process 36,611,438 30,103,708

Finished goods (others than those acquired for trading) 65,028,800 53,301,647

Stock in Trade 137,509,360 84,366,647

Manufactured Components 69,634,947 30,789,170

Sri Lanka Branch inventory (Net of inventory Reserve Account) 3,662,069 -

560,872,690 461,510,979

Note: Inventories worth ` 3.41 Cr (P.Y ` 4.40 Cr ) were lying at various customers location towards generation of cost per code and Rental revenue

Details of Inventories: Qty ` Qty `

Coding & Marking Systems 1640 Nos. 109,237,191 1469 Nos. 92,678,584Consumables, Spares & Raw Materials 332,733,843 282,822,343Work in Progress 36,611,438 30,103,708Other including Goods in Transit 78,628,149 55,906,344Sri Lanka Branch inventory (Net of inventory Reserve Account)

3,662,069 -

Total Inventories 560,872,690 461,510,979

17 TRADE RECEIVABLES ` `

(Unsecured, considered good)Over Six Months 65,645,358 66,082,856Others 203,423,397 168,879,667

269,068,755 234,962,523

18 CASH & BANK BALANCES ` `

(i) Cash and Cash equivalents (a) Balances with banks In Current Accounts 2,989,892 4,106,850

(b) Cash on Hand 404,480 216,680

(c) Balances with Sri Lanka Branch Bank Accounts 1,797,921 -

(ii) Other Bank Balances(a) Unclaimed Dividend Accounts 2,656,858 2,097,804

(b) Balances with Bank to the extent held as Margin Money 2,237,563 1,328,921

10,086,714 7,750,255

96

24th Annual Report | 2014 - 15

19 SHORT-TERM LOANS AND ADVANCESAs at March

31, 2015`

As at March 31, 2014

`

Loan to Employees 1,308,723 331,944Advances to Employees 1,596,045 975,123Prepaid Expenses 5,954,937 2,677,565Balances with Customs & Central Excise Authorities 1,571,418 1,145,946Security Deposits ( Unsecured,considered good) 1,269,161 1,424,859Other Advances 1,709,886 -

13,410,170 6,555,437

20 OTHER CURRENT ASSETS ` `

Pre operative Expenses 4,065,895 -Current Portion of Unamortized Expenses - 136,608

4,065,895 136,608

21 REVENUE FROM OPERATIONS 2014-2015`

2013-14`

Sale/Service of/from Manufactured Products 872,434,099 726,698,152Sale of Stock - in - Trade 211,127,776 140,087,346Sale of Services 70,475,305 60,603,488Other Operating Revenues 972,275 1,069,907

1,155,009,455 928,458,893Less: Excise duty 25,776,808 17,881,432

1,129,232,647 910,577,461Particulars:Sale of Products comprises:Manufactured Goods Quantity ` Quantity `

Coding & Marking Systems 1624 Nos. 237,912,768 1143 Nos. 184,781,703Consumables, Spares & Others 634,521,331 541,916,449Total - Sale of Manufactured Goods 872,434,099 726,698,152

F-1697

Traded GoodsQuantity

2014-15` Quantity

2013-14`

Coding & Marking Systems 45 Nos. 4,932,508 66 Nos. 5,857,881Consumables, Spares & Others 206,195,268 134,229,465Total - Sale of Traded Goods 211,127,776 140,087,346

Total - Sale of Products 1,083,561,875 866,785,498OTHER OPERATING REVENUESDuty Drawback Receipts 341,943 384,156

Sale of Scrap 630,332 685,751

Total - Other Operating Revenues 972,275 1,069,907

22 OTHER INCOME 2014-15`

2013-14`

a) Interest 283,937 261,486b) Dividend from Long Term Investments 3,159,675 3,206,597c) Misc. Receipts - 4,979,541

d) Insurance Claim Received - 558,931

e) Profit on sale of Fixes Assets (Net) 1,016,874 -

f) Gain on Foreign Exchange Fluctuations 2,447,302 -

g) Excess provisions written back 6,000,000 -

12,907,788 9,006,555

23 COST OF MATERIALS CONSUMED 2014-15`

2013-14`

Opening stock 259,498,262 170,093,136Add: Purchases 355,825,904 335,999,669

615,324,166 506,092,805Less: Closing stock 299,333,499 259,498,262Cost of Material Consumed 315,990,667 246,594,543Cost of Materials Consumed:

` % of

Consumption `% of

ConsumptionImported 94,656,008 29.96% 57,780,619 23.43%Indigenous 221,334,659 70.04% 188,813,924 76.57%

315,990,667 100.00% 246,594,543 100.00

98

24th Annual Report | 2014 - 15

24 PURCHASE OF STOCK-IN-TRADE : 2014-15`

2013-14`

Purchase of Traded Goods 162,449,426 13,209,6241Details of Purchase of Traded Goods: Quantity ` Quantity `

Coding & Marking Systems 195 Nos. 28,516,446 124 Nos. 18,397,609Consumables, Spares, Raw Materials & Others 133,932,980 113,698,632

162,449,426 132,096,241

25 MANUFACTURING & OPERATING COSTS 2014-15`

2013-14`

Power & Fuel Expenses 1,550,129 1,501,525

Other Manufacturing Expenses 5,714,555 5,537,092

Royalty/technical services Expenses 58,728,771 47,441,826

65,993,455 54,480,443

26 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE

2014-15`

2013-14`

Inventories at the end of the year:Work-in-Process 36,611,438 30,103,708

Stock-in-Trade 137,509,360 84,366,647

Finished Goods 65,028,800 239,149,598 53,301,647 167,772,002

Inventories at the beginning of the year:

Work-in-Process 30,103,708 8,354,074 Stock-in-Trade 84,366,647 86,147,925

Finished Goods 53,301,647 48,315,405

167,772,002 142,817,404Net Increase / (Decrease) (71,377,596) (24,954,598)

27 EMPLOYEE BENEFIT EXPENSES 2014-15`

2013-14`

Salaries, Wages and Bonus 178,111,625 151,756,718

Contribution to Provident and Other funds 5,673,293 4,681,984

Staff Welfare Expenses 12,696,308 7,294,677

Commission to Directors 17,000,000 11,000,000

213,481,226 174,733,379

F-1797

Traded GoodsQuantity

2014-15` Quantity

2013-14`

Coding & Marking Systems 45 Nos. 4,932,508 66 Nos. 5,857,881Consumables, Spares & Others 206,195,268 134,229,465Total - Sale of Traded Goods 211,127,776 140,087,346

Total - Sale of Products 1,083,561,875 866,785,498OTHER OPERATING REVENUESDuty Drawback Receipts 341,943 384,156

Sale of Scrap 630,332 685,751

Total - Other Operating Revenues 972,275 1,069,907

22 OTHER INCOME 2014-15`

2013-14`

a) Interest 283,937 261,486b) Dividend from Long Term Investments 3,159,675 3,206,597c) Misc. Receipts - 4,979,541

d) Insurance Claim Received - 558,931

e) Profit on sale of Fixes Assets (Net) 1,016,874 -

f) Gain on Foreign Exchange Fluctuations 2,447,302 -

g) Excess provisions written back 6,000,000 -

12,907,788 9,006,555

23 COST OF MATERIALS CONSUMED 2014-15`

2013-14`

Opening stock 259,498,262 170,093,136Add: Purchases 355,825,904 335,999,669

615,324,166 506,092,805Less: Closing stock 299,333,499 259,498,262Cost of Material Consumed 315,990,667 246,594,543Cost of Materials Consumed:

` % of

Consumption `% of

ConsumptionImported 94,656,008 29.96% 57,780,619 23.43%Indigenous 221,334,659 70.04% 188,813,924 76.57%

315,990,667 100.00% 246,594,543 100.00

98

24th Annual Report | 2014 - 15

24 PURCHASE OF STOCK-IN-TRADE : 2014-15`

2013-14`

Purchase of Traded Goods 162,449,426 13,209,6241Details of Purchase of Traded Goods: Quantity ` Quantity `

Coding & Marking Systems 195 Nos. 28,516,446 124 Nos. 18,397,609Consumables, Spares, Raw Materials & Others 133,932,980 113,698,632

162,449,426 132,096,241

25 MANUFACTURING & OPERATING COSTS 2014-15`

2013-14`

Power & Fuel Expenses 1,550,129 1,501,525

Other Manufacturing Expenses 5,714,555 5,537,092

Royalty/technical services Expenses 58,728,771 47,441,826

65,993,455 54,480,443

26 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE

2014-15`

2013-14`

Inventories at the end of the year:Work-in-Process 36,611,438 30,103,708

Stock-in-Trade 137,509,360 84,366,647

Finished Goods 65,028,800 239,149,598 53,301,647 167,772,002

Inventories at the beginning of the year:

Work-in-Process 30,103,708 8,354,074 Stock-in-Trade 84,366,647 86,147,925

Finished Goods 53,301,647 48,315,405

167,772,002 142,817,404Net Increase / (Decrease) (71,377,596) (24,954,598)

27 EMPLOYEE BENEFIT EXPENSES 2014-15`

2013-14`

Salaries, Wages and Bonus 178,111,625 151,756,718

Contribution to Provident and Other funds 5,673,293 4,681,984

Staff Welfare Expenses 12,696,308 7,294,677

Commission to Directors 17,000,000 11,000,000

213,481,226 174,733,379

F-1899

28 FINANCE COSTS2014-15

`2013-14

`

Interest on Cash Credit & Others 8,847,351 5,980,742

Bank Commission & Charges 1,571,305 1,393,964

Interest on Vehicle Loan 55,438 84,432

10,474,094 7,459,138

29 OTHER EXPENSES ` `

Rent 11,432,615 9,779,353Rates & Taxes 2,552,690 2,832,486Printing & Stationery 4,082,754 2,699,538Auditor's Remuneration: 2,187,941 1,539,500Legal & Professional Charges 38,302,193 20,261,085Directors Meeting Fees 403,745 290,052Communication Charges 7,119,587 5,052,197Insurance Charges 473,206 497,647Conveyance Expenses 11,690,773 12,666,547Loss on Sale of Fixed Assets (Net) - 256,733General Expenses 8,084,316 5,234,865Vehicle Expenses 4,350,816 4,401,072Repairs to Building 1,560,024 2,135,829Repairs to Plant & Machinery 2,066,054 2,296,658Repairs & Maintenance- Others 5,656,942 2,512,913Electricity Charges 3,440,390 2,806,695Travelling Expenses 31,109,542 22,030,565Sales and Market Promotion Expenses 6,741,465 5,295,044Freight & Other Expenses 17,135,992 15,484,153Corporate Social Responsibility Expenses (Refer Note 43) 423,060 -Loss on Foreign Exchange Fluctuations (Net) - 1,703,422Preliminary Expenses Written Off 42,033 42,034Bad Debts Written Off (Net) 11,302,082 4,628,283Wealth Tax 316,505 220,361

170,474,725 124,667,032

30 EXCEPTIONAL ITEM ` `

Profit on Sale of Investments 30,652,310 808,393

Loss on Exceptional write off Inventory (7,260,189) -

23,392,121 808,393

Note: Loss on exceptional write off of Inventory is towards the expired inventory kept in bonded warehouse

100

24th Annual Report | 2014 - 15

31 PAYMENT TO AUDITORS INCLUDE 2014-15`

2013-14`

(i) Statutory Audit Fees 1,302,268 808,992

(ii) Tax Audit Fees 185,394 168,540

(ii) Cost Audit Fees 165,000 135,000

(iv) Certification Charges 333,031 280,900

(v) Advisory Services 202,248 146,068

2,187,941 1,539,500

32 CIF VALUE OF IMPORTS IN RESPECT OF ` `

(i) Capital Goods 224,376 -

(ii) Raw Material 85,602,714 130,878,343

(iii) Finished Goods 88,348,829 62,179,419

33 EXPENDITURE IN FOREIGN CURRENCY ` `

i) Travelling 1,444,362 2,177,732

ii) Royalty 52,402,186 41,865,207

iii) Professional fees 9,750,983 10,806,469

iv) Technical Know How Fees 5,630,796 -

v) Others - 58,902

34 EARNINGS IN FOREIGN EXCHANGE ` `

FOB Value of Exports 24,167,895 22,682,181

35 EARNINGS PER SHARE 2014-2015`

2013-14`

Profit after taxation (` in lacs) 1,886.62 1,378.15

Weighted average number of shares Outstanding 9,543,248 9,073,248

Earnings per share - Basic in ` 19.77 15.19

Weighted average number of shares Outstanding 10,448,248 9,620,851

Earnings per share - Diluted in ` 18.06 14.32

Face value per share in ` 10.00 10.00

F-1999

28 FINANCE COSTS2014-15

`2013-14

`

Interest on Cash Credit & Others 8,847,351 5,980,742

Bank Commission & Charges 1,571,305 1,393,964

Interest on Vehicle Loan 55,438 84,432

10,474,094 7,459,138

29 OTHER EXPENSES ` `

Rent 11,432,615 9,779,353Rates & Taxes 2,552,690 2,832,486Printing & Stationery 4,082,754 2,699,538Auditor's Remuneration: 2,187,941 1,539,500Legal & Professional Charges 38,302,193 20,261,085Directors Meeting Fees 403,745 290,052Communication Charges 7,119,587 5,052,197Insurance Charges 473,206 497,647Conveyance Expenses 11,690,773 12,666,547Loss on Sale of Fixed Assets (Net) - 256,733General Expenses 8,084,316 5,234,865Vehicle Expenses 4,350,816 4,401,072Repairs to Building 1,560,024 2,135,829Repairs to Plant & Machinery 2,066,054 2,296,658Repairs & Maintenance- Others 5,656,942 2,512,913Electricity Charges 3,440,390 2,806,695Travelling Expenses 31,109,542 22,030,565Sales and Market Promotion Expenses 6,741,465 5,295,044Freight & Other Expenses 17,135,992 15,484,153Corporate Social Responsibility Expenses (Refer Note 43) 423,060 -Loss on Foreign Exchange Fluctuations (Net) - 1,703,422Preliminary Expenses Written Off 42,033 42,034Bad Debts Written Off (Net) 11,302,082 4,628,283Wealth Tax 316,505 220,361

170,474,725 124,667,032

30 EXCEPTIONAL ITEM ` `

Profit on Sale of Investments 30,652,310 808,393

Loss on Exceptional write off Inventory (7,260,189) -

23,392,121 808,393

Note: Loss on exceptional write off of Inventory is towards the expired inventory kept in bonded warehouse

100

24th Annual Report | 2014 - 15

31 PAYMENT TO AUDITORS INCLUDE 2014-15`

2013-14`

(i) Statutory Audit Fees 1,302,268 808,992

(ii) Tax Audit Fees 185,394 168,540

(ii) Cost Audit Fees 165,000 135,000

(iv) Certification Charges 333,031 280,900

(v) Advisory Services 202,248 146,068

2,187,941 1,539,500

32 CIF VALUE OF IMPORTS IN RESPECT OF ` `

(i) Capital Goods 224,376 -

(ii) Raw Material 85,602,714 130,878,343

(iii) Finished Goods 88,348,829 62,179,419

33 EXPENDITURE IN FOREIGN CURRENCY ` `

i) Travelling 1,444,362 2,177,732

ii) Royalty 52,402,186 41,865,207

iii) Professional fees 9,750,983 10,806,469

iv) Technical Know How Fees 5,630,796 -

v) Others - 58,902

34 EARNINGS IN FOREIGN EXCHANGE ` `

FOB Value of Exports 24,167,895 22,682,181

35 EARNINGS PER SHARE 2014-2015`

2013-14`

Profit after taxation (` in lacs) 1,886.62 1,378.15

Weighted average number of shares Outstanding 9,543,248 9,073,248

Earnings per share - Basic in ` 19.77 15.19

Weighted average number of shares Outstanding 10,448,248 9,620,851

Earnings per share - Diluted in ` 18.06 14.32

Face value per share in ` 10.00 10.00

F-20101

36 RELATED PARTY DISCLOSURES 2014-15`

2013-14`

Related Party Disclosures required under AS – 18 are given below:

Name of the Related Parties Relationship

Silver Plastochem Pvt. Ltd. Where control exists

Key Management Personnel Mr. Basant Kabra

Mr. Shiva Kabra

II Transactions during the year with Related Parties:Nature of Transaction Name of PartyRent paid - Silver Plastochem

Pvt. Ltd. 5,313,729 5,111,765

Remuneration excluding Commission - Executive Directors 7,944,993 7,540,300

Commission to Executive Directors Executive Directors 17,000,000 11,000,000

Board Meeting Fees Non - Executive Directors

370,000 265,000

Personal Guarantees given by Mr.Basant Kabra and Mr. Shiva Kabra, Directors of the Company for the Loans Sanctioned to the Company.Architeuctual Civil & Structural Consultancy & Engineering Services

Miura Engineering Services (A division of Miura Trading * Finvest Private Limited

224,720 2,022,480

III Balances as on 31st March 2015 2014

` ` Security Deposit to Silver Plastochem Private Limited 1,182,300 823,050

102

24th Annual Report | 2014 - 15

37 CONTINGENT LIABILITIES AND COMMITMENTS31st March

2015`

31st March 2014

`

(i) Contingent Liabilities(A) Counter Guarantees given by the company to the bank against the Bank Guarantees

2,134,734 1,451,095

(B) Demands against the Company not acknowledged as debts in respect of :-1) Maharashtra VAT Assessment for the Financial Year 2005-06, against which Company has preferred an appeal to Joint Commissioner of Sales Tax (Appeals) Mumbai

473,777

2) Central Sales Tax Assessment for the Financial Year 2005-06, against which Company has preferred an appeal to Joint Commissioner of Sales Tax (Appeals) Mumbai

3,327,458

3) Central Sales Tax Assessment for the Financial Year 2007-08, against which Company has preferred an appeal to Joint Commissioner of Sales Tax (Appeals) Mumbai

925,147

4) Central Sales Tax Assessment for the Financial Year 2008-09 against which Company has preferred an appeal to Joint Commissioner of Sales Tax (Appeals) Mumbai

4,057,828

5) Central Sales Tax Assessment for the Financial Year 2009-10, against which Company has preferred an appeal to Joint Commissioner of Sales Tax (Appeals) Mumbai

6,904,384

(C)The company is in arbitration proceedings with Videojet INC.,USA and the amount is not ascertainable pending the outcome of the matter.(ii) CommitmentsEstimated amount of contracts remaining to be executed on capital account (net of Advances)

17,988,816 75,265,833

38 Financials of the Sri Lanka Branch of the Company for the period July 2014 to March 2015 amounting to loss of ` 0.19 Cr have been consolidated with the Standalone results under the Non - Intergral method of AS-11 on the effects of changes in the Foreign Exchange Rates

39 Pursuant to Enactment of the Companies Act 2013 (‘the Act’) the Company has, effective from the 1st April 2014 reviewed and revised the useful life of its Fixed Assets generally in accordance with the provisions of the Schedule II of the Act. The consequential impact (after considering the transition provision specified in Schedule II is additional depreciation charge of ` 57.52 lacs for the year ended 31st March 2015 and adjustment of ` 19.90 lacs (Net of deferred tax) against the retained earnings

40 The Company has issued Confirmation to its Debtors and Creditors which are in the process of being reverted by the parties thereof. The process of reconciliation of the balances is on progress.

41 The Company operates in a single Reportable segment, viz Coding & Marking Solutions and Consumables thereof.

42 In the opinion of the Board, the Current Assets, Loans and Advances have a value on realisation not less than what have been stated in the Balance Sheet and Provision of all known Liabilities have been made.

F-21101

36 RELATED PARTY DISCLOSURES 2014-15`

2013-14`

Related Party Disclosures required under AS – 18 are given below:

Name of the Related Parties Relationship

Silver Plastochem Pvt. Ltd. Where control exists

Key Management Personnel Mr. Basant Kabra

Mr. Shiva Kabra

II Transactions during the year with Related Parties:Nature of Transaction Name of PartyRent paid - Silver Plastochem

Pvt. Ltd. 5,313,729 5,111,765

Remuneration excluding Commission - Executive Directors 7,944,993 7,540,300

Commission to Executive Directors Executive Directors 17,000,000 11,000,000

Board Meeting Fees Non - Executive Directors

370,000 265,000

Personal Guarantees given by Mr.Basant Kabra and Mr. Shiva Kabra, Directors of the Company for the Loans Sanctioned to the Company.Architeuctual Civil & Structural Consultancy & Engineering Services

Miura Engineering Services (A division of Miura Trading * Finvest Private Limited

224,720 2,022,480

III Balances as on 31st March 2015 2014

` ` Security Deposit to Silver Plastochem Private Limited 1,182,300 823,050

102

24th Annual Report | 2014 - 15

37 CONTINGENT LIABILITIES AND COMMITMENTS31st March

2015`

31st March 2014

`

(i) Contingent Liabilities(A) Counter Guarantees given by the company to the bank against the Bank Guarantees

2,134,734 1,451,095

(B) Demands against the Company not acknowledged as debts in respect of :-1) Maharashtra VAT Assessment for the Financial Year 2005-06, against which Company has preferred an appeal to Joint Commissioner of Sales Tax (Appeals) Mumbai

473,777

2) Central Sales Tax Assessment for the Financial Year 2005-06, against which Company has preferred an appeal to Joint Commissioner of Sales Tax (Appeals) Mumbai

3,327,458

3) Central Sales Tax Assessment for the Financial Year 2007-08, against which Company has preferred an appeal to Joint Commissioner of Sales Tax (Appeals) Mumbai

925,147

4) Central Sales Tax Assessment for the Financial Year 2008-09 against which Company has preferred an appeal to Joint Commissioner of Sales Tax (Appeals) Mumbai

4,057,828

5) Central Sales Tax Assessment for the Financial Year 2009-10, against which Company has preferred an appeal to Joint Commissioner of Sales Tax (Appeals) Mumbai

6,904,384

(C)The company is in arbitration proceedings with Videojet INC.,USA and the amount is not ascertainable pending the outcome of the matter.(ii) CommitmentsEstimated amount of contracts remaining to be executed on capital account (net of Advances)

17,988,816 75,265,833

38 Financials of the Sri Lanka Branch of the Company for the period July 2014 to March 2015 amounting to loss of ` 0.19 Cr have been consolidated with the Standalone results under the Non - Intergral method of AS-11 on the effects of changes in the Foreign Exchange Rates

39 Pursuant to Enactment of the Companies Act 2013 (‘the Act’) the Company has, effective from the 1st April 2014 reviewed and revised the useful life of its Fixed Assets generally in accordance with the provisions of the Schedule II of the Act. The consequential impact (after considering the transition provision specified in Schedule II is additional depreciation charge of ` 57.52 lacs for the year ended 31st March 2015 and adjustment of ` 19.90 lacs (Net of deferred tax) against the retained earnings

40 The Company has issued Confirmation to its Debtors and Creditors which are in the process of being reverted by the parties thereof. The process of reconciliation of the balances is on progress.

41 The Company operates in a single Reportable segment, viz Coding & Marking Solutions and Consumables thereof.

42 In the opinion of the Board, the Current Assets, Loans and Advances have a value on realisation not less than what have been stated in the Balance Sheet and Provision of all known Liabilities have been made.

F-22103

43 During the year Company has incurred ` 423,060 towards the corporate social responsibility activities in accordance with the Section 135 of the companies Act 2013. The Company could not spend entire 2% of its average profit of last three years as there was delay in the process of initiation of the school adoption program as approved by the Board.

44 The financial statements of the Company and its subsidiary Companies are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions in accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”.

45 Previous year figures have been regrouped whereever necessary. The accompanying Notes are an Integral Part of these Financial Statements.

In terms of our report attached For and on behalf of Board of Directors For Dosi & Jain Firm Registration No. 112435W Basant Kabra Shiva Kabra Chartered Accountants Managing Director Whole-time Director

Chandresh Gandhi Partner Membership No. 43172

Mumbai, 30th June, 2015 Mumbai, 30th June, 2015

PB CONTROL PRINT LIMITED

Annual Report 2015-16

79

INDEPENDENT AUDITOR’S REPORT ON CONSOLIDATED ANNUAL FINANCIAL STATEMENTSThe Members of Control Print Limited

Report on the Consolidated Financial Statements

We have audited the consolidated annual financial statements of Control Print Limited (“the Holding Company”) and its subsidiary for the year ended March 31, 2016 attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Attention is drawn to the fact that the figures for the quarter ended March 31, 2016 and the corresponding quarter in the previous year as reported in these financial results are the balancing figures between audited figures in respect of full financial year and the published year to date figures upto the end of the third quarter of the current and previous financial year respectively. Also the figures upto the end of the third quarter for the current and previous financial year had only been reviewed and not subject to audit.

Management’s Responsibility for the Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (‘‘the Act’’) that give a true and fair view of the Consolidated financial position, Consolidated Financial Performance and Consolidated cash flows of the Holding Company and its Subsidiary in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Account) Rules, 2014.The respective Board of Directors are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets and preventing and detecting frauds and other irregularities, the selection and application of appropriate accounting policies. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statement that give a true and fair view and free from material mistatement due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statement based on our audit.

While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. These standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures on a test basis to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company and its subsidiary preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also include evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consoli-dated financial statements.

Opinion

We report that consolidated financial statements have been prepared by the Company’s Management in accordance with the requirements of Accounting Standard (AS 21) - Consolidated Financial Statements specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

In our opinion and to the best of our information and according to the explanations given to us, the quarterly financial results as well as year to dated results which include the financial results of Liberty Chemicals Private Limited for the year ended March 31, 2016 are

(a) are presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements)Regulations, 2015, in this regard and

(b) give a true and fair view of the net profit and other financial information for the quarter ended March 31, 2016 as well as year to date results for the period April 1, 2015 to March 31, 2016.

For Dosi and Jain Chartered Accountants

Firm Registration No. 112435W

Chandresh Gandhi Place : Mumbai Partner Dated : May 25, 2016 Membership No. 43172

F-23103

43 During the year Company has incurred ` 423,060 towards the corporate social responsibility activities in accordance with the Section 135 of the companies Act 2013. The Company could not spend entire 2% of its average profit of last three years as there was delay in the process of initiation of the school adoption program as approved by the Board.

44 The financial statements of the Company and its subsidiary Companies are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions in accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”.

45 Previous year figures have been regrouped whereever necessary. The accompanying Notes are an Integral Part of these Financial Statements.

In terms of our report attached For and on behalf of Board of Directors For Dosi & Jain Firm Registration No. 112435W Basant Kabra Shiva Kabra Chartered Accountants Managing Director Whole-time Director

Chandresh Gandhi Partner Membership No. 43172

Mumbai, 30th June, 2015 Mumbai, 30th June, 2015

PB CONTROL PRINT LIMITED

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79

INDEPENDENT AUDITOR’S REPORT ON CONSOLIDATED ANNUAL FINANCIAL STATEMENTSThe Members of Control Print Limited

Report on the Consolidated Financial Statements

We have audited the consolidated annual financial statements of Control Print Limited (“the Holding Company”) and its subsidiary for the year ended March 31, 2016 attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Attention is drawn to the fact that the figures for the quarter ended March 31, 2016 and the corresponding quarter in the previous year as reported in these financial results are the balancing figures between audited figures in respect of full financial year and the published year to date figures upto the end of the third quarter of the current and previous financial year respectively. Also the figures upto the end of the third quarter for the current and previous financial year had only been reviewed and not subject to audit.

Management’s Responsibility for the Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (‘‘the Act’’) that give a true and fair view of the Consolidated financial position, Consolidated Financial Performance and Consolidated cash flows of the Holding Company and its Subsidiary in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Account) Rules, 2014.The respective Board of Directors are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets and preventing and detecting frauds and other irregularities, the selection and application of appropriate accounting policies. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statement that give a true and fair view and free from material mistatement due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statement based on our audit.

While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. These standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures on a test basis to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company and its subsidiary preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also include evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consoli-dated financial statements.

Opinion

We report that consolidated financial statements have been prepared by the Company’s Management in accordance with the requirements of Accounting Standard (AS 21) - Consolidated Financial Statements specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

In our opinion and to the best of our information and according to the explanations given to us, the quarterly financial results as well as year to dated results which include the financial results of Liberty Chemicals Private Limited for the year ended March 31, 2016 are

(a) are presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements)Regulations, 2015, in this regard and

(b) give a true and fair view of the net profit and other financial information for the quarter ended March 31, 2016 as well as year to date results for the period April 1, 2015 to March 31, 2016.

For Dosi and Jain Chartered Accountants

Firm Registration No. 112435W

Chandresh Gandhi Place : Mumbai Partner Dated : May 25, 2016 Membership No. 43172

F-2480 CONTROL PRINT LIMITED

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81

CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2016(r in Lakhs)

Particulars NoteNos.

As at March 31, 2016

As at March 31, 2015

EQUITY AND LIABILITIESShareholders’ Funds(a) Share Capital 1 1,567.23 984.82 (b) Reserves and Surplus 2 10,469.11 8,985.05 (c) Money Received Against Share Warrants - 79.85

12,036.34 10,049.72 Non-Current Liabilities(a) Long Term Borrowings 3 - 0.25 (b) Deferred Tax Liability - Net 4 289.69 247.84 (c) Other Long Term Liabilities 5 67.53 67.53 (d) Long Term Provisions 6 156.18 128.15

513.40 443.77 Current Liabilities(a) Short-Term Borrowings 7 1,311.80 816.33 (b) Trade Payables 8 514.10 761.64 (c) Other Current Liabilities 9 792.06 1,021.15 (d) Short-Term Provisions 10 875.71 768.03

3,493.67 3,367.15 TOTAL 16,043.41 13,860.64

ASSETSNon-Current Assets(a) Fixed Assets

(i) Tangible Assets 11 3,977.41 1,980.24 (ii) Intangible Assets 133.98 165.04 (iii) Capital Work-in-Progress 606.99 1,674.39

4,718.38 3,819.67 (b) Non-Current Investments 12 758.54 1,023.85 (c) Long Term Loans & Advances 13 315.51 438.75 (d) Other Non-Current Assets 14 0.24 0.28

1,074.29 1,462.88 Current Assets(a) Current Investments 15 3.04 3.04 (b) Inventories 16 6,236.12 5,608.73 (c) Trade Receivables 17 3,640.93 2,690.69 (d) Cash and Cash Equivalents 18 183.04 100.87 (e) Short-Term Loans and Advances 19 187.08 134.10 (f) Other Current Assets 20 0.53 40.66

10,250.74 8,578.09 TOTAL 16,043.41 13,860.64

Significant Accounting Policies and Notes to Accounts 31 to 44 The accompanying Notes are an Integral Part of these Financial Statements.

In terms of our report attached For and on behalf of Board of Directors For Dosi & JainFirm Registration No. 112435W Basant Kabra Shiva Kabra Chartered Accountants Managing Director Whole-time Director Chandresh Gandhi Rahul Khettry Shama PawarPartner Chief Financial Officer Company SecretaryMembership No. 43172 Mumbai, May 25, 2016 Mumbai, May 25, 2016

80 CONTROL PRINT LIMITED

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CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2016(r in Lakhs)

Particulars Note Nos. For the year ended March

31, 2016

For the year ended March

31, 2015I. Revenue from Operations (Gross) 21 14,023.46 11,550.09

Less: Excise duty 571.32 257.77 Revenue from Operations (Net) 13,452.14 11,292.32

II. Other Income 22 55.23 129.08 III. Total Revenue (I+II) 13,507.37 11,421.40 IV. Expenditure

Cost of Materials Consumed 23 3,763.04 3,159.91 Purchase of Stock-in-Trade 24 1,031.69 1,624.49 Manufacturing & Operating Costs 25 865.02 659.93 Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade 26 (266.18) (713.78)

Employee Benefit Expenses 27 2,622.81 2,134.81 Finance Costs 28 163.51 104.74 Depreciation and Amortisation Expense 288.25 214.13 Other Expenses 29 1,871.08 1,704.75 Total Expenses 10,339.22 8,888.98

V. Profit before Exceptional Items & Tax (III - IV) 3,168.15 2,532.42 VI. Exceptional Items 30 161.03 233.92 VII. Profit/Loss Before Taxation (V + VI) 3,329.18 2,766.34 VIII. Tax Expense:

Current Tax 740.00 790.00 Deferred Tax 41.87 (11.23)

IX. Profit After Taxation (VII - VIII) 2,547.31 1,987.57 X. Prior period Adjustments (67.41) 100.94 XI Balance Amount Available for Appropriation 2,614.72 1,886.63

Earnings r Per Equity Share of R10/- each(1) Basic 16.92 13.18 (2) Diluted 16.68 12.65

The accompanying Notes are an Integral Part of these Financial Statements.

In terms of our report attached For and on behalf of Board of Directors

For Dosi & JainFirm Registration No. 112435W Basant Kabra Shiva Kabra Chartered Accountants Managing Director Whole-time Director Chandresh Gandhi Rahul Khettry Shama PawarPartner Chief Financial Officer Company SecretaryMembership No. 43172 Mumbai, May 25, 2016 Mumbai, May 25, 2016

F-2580 CONTROL PRINT LIMITED

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81

CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2016(r in Lakhs)

Particulars NoteNos.

As at March 31, 2016

As at March 31, 2015

EQUITY AND LIABILITIESShareholders’ Funds(a) Share Capital 1 1,567.23 984.82 (b) Reserves and Surplus 2 10,469.11 8,985.05 (c) Money Received Against Share Warrants - 79.85

12,036.34 10,049.72 Non-Current Liabilities(a) Long Term Borrowings 3 - 0.25 (b) Deferred Tax Liability - Net 4 289.69 247.84 (c) Other Long Term Liabilities 5 67.53 67.53 (d) Long Term Provisions 6 156.18 128.15

513.40 443.77 Current Liabilities(a) Short-Term Borrowings 7 1,311.80 816.33 (b) Trade Payables 8 514.10 761.64 (c) Other Current Liabilities 9 792.06 1,021.15 (d) Short-Term Provisions 10 875.71 768.03

3,493.67 3,367.15 TOTAL 16,043.41 13,860.64

ASSETSNon-Current Assets(a) Fixed Assets

(i) Tangible Assets 11 3,977.41 1,980.24 (ii) Intangible Assets 133.98 165.04 (iii) Capital Work-in-Progress 606.99 1,674.39

4,718.38 3,819.67 (b) Non-Current Investments 12 758.54 1,023.85 (c) Long Term Loans & Advances 13 315.51 438.75 (d) Other Non-Current Assets 14 0.24 0.28

1,074.29 1,462.88 Current Assets(a) Current Investments 15 3.04 3.04 (b) Inventories 16 6,236.12 5,608.73 (c) Trade Receivables 17 3,640.93 2,690.69 (d) Cash and Cash Equivalents 18 183.04 100.87 (e) Short-Term Loans and Advances 19 187.08 134.10 (f) Other Current Assets 20 0.53 40.66

10,250.74 8,578.09 TOTAL 16,043.41 13,860.64

Significant Accounting Policies and Notes to Accounts 31 to 44 The accompanying Notes are an Integral Part of these Financial Statements.

In terms of our report attached For and on behalf of Board of Directors For Dosi & JainFirm Registration No. 112435W Basant Kabra Shiva Kabra Chartered Accountants Managing Director Whole-time Director Chandresh Gandhi Rahul Khettry Shama PawarPartner Chief Financial Officer Company SecretaryMembership No. 43172 Mumbai, May 25, 2016 Mumbai, May 25, 2016

80 CONTROL PRINT LIMITED

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81

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2016(r in Lakhs)

Particulars Note Nos. For the year ended March

31, 2016

For the year ended March

31, 2015I. Revenue from Operations (Gross) 21 14,023.46 11,550.09

Less: Excise duty 571.32 257.77 Revenue from Operations (Net) 13,452.14 11,292.32

II. Other Income 22 55.23 129.08 III. Total Revenue (I+II) 13,507.37 11,421.40 IV. Expenditure

Cost of Materials Consumed 23 3,763.04 3,159.91 Purchase of Stock-in-Trade 24 1,031.69 1,624.49 Manufacturing & Operating Costs 25 865.02 659.93 Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade 26 (266.18) (713.78)

Employee Benefit Expenses 27 2,622.81 2,134.81 Finance Costs 28 163.51 104.74 Depreciation and Amortisation Expense 288.25 214.13 Other Expenses 29 1,871.08 1,704.75 Total Expenses 10,339.22 8,888.98

V. Profit before Exceptional Items & Tax (III - IV) 3,168.15 2,532.42 VI. Exceptional Items 30 161.03 233.92 VII. Profit/Loss Before Taxation (V + VI) 3,329.18 2,766.34 VIII. Tax Expense:

Current Tax 740.00 790.00 Deferred Tax 41.87 (11.23)

IX. Profit After Taxation (VII - VIII) 2,547.31 1,987.57 X. Prior period Adjustments (67.41) 100.94 XI Balance Amount Available for Appropriation 2,614.72 1,886.63

Earnings r Per Equity Share of R10/- each(1) Basic 16.92 13.18 (2) Diluted 16.68 12.65

The accompanying Notes are an Integral Part of these Financial Statements.

In terms of our report attached For and on behalf of Board of Directors

For Dosi & JainFirm Registration No. 112435W Basant Kabra Shiva Kabra Chartered Accountants Managing Director Whole-time Director Chandresh Gandhi Rahul Khettry Shama PawarPartner Chief Financial Officer Company SecretaryMembership No. 43172 Mumbai, May 25, 2016 Mumbai, May 25, 2016

F-2682 CONTROL PRINT LIMITED

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83

(r in Lakhs)

ParticularsFor the Year

endedMarch 31, 2016

For the Year ended

March 31, 2015

A CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before tax as per Statement of Profit and Loss 3,329.18 2,766.34

Adjusted for:

Depreciation and Amortisation (Net) 288.25 214.13

Deferred Revenue Expenditure 0.42 0.42

Forex Fluctuation 12.40 (24.47)

Provision for Wealth Tax - 3.17

Profit/Loss of Sale of Fixed Assets (Net) 2.00 (10.17)

Profit/Loss of Investments (Net) (161.03) (306.52)

Finance Costs 163.51 104.74

Dividend Income (9.01) (31.60)

Interest Income (4.14) (2.84)

Corporate Social Responsibility Expenses 41.03 4.23

Foreign Exchange Translation Reserve 13.36 (16.10)

Operating Profit before Working Capital Changes 3,675.97 2,701.33

Adjustment for changes in:

(Increase)/Decrease in Trade Receivables (950.24) (341.06)

(Increase)/Decrease in Inventories (627.39) (993.62)

(Increase)/Decrease in Other Current Assets (76.35) (85.38)

Increase/(Decrease) in Trade Payables (247.54) (105.32)

Increase/(Decrease) in Other Payables (1.38) 257.19

Cash Generated from Operations 1,773.07 1,433.14

Coporate Social Responsibility Expenses (41.03) (4.23)

Taxes Paid (938.73) (476.66)

Prior period tax Adjustments 44.16 (100.94)

Net Cash from Operating Activities (Total A) 837.47 851.31

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2016

82 CONTROL PRINT LIMITED

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83

(r in Lakhs)

ParticularsFor the Year

endedMarch 31, 2016

For the Year ended

March 31, 2015B CASH FLOW FROM INVESTING ACTIVITIES:

(Purchase)/Sale of Fixed Assets (Net) (1,189.42) (1,347.62)

(Purchase)/Sale of Investments (Net) 426.33 583.68

Capital Advances 175.87 (108.00)

Forex Fluctuation (12.40) 24.47

Interest Income 4.14 2.84

Dividend Income 9.01 31.60

Net Cash (Used in) Investing Activities (Total B) (586.47) (813.03)

C CASH FLOW IN FINANCING ACTIVITIES:

Issue of Equity Shares 319.38 413.92

Application Money on Issuance of Share Warrants (79.85) (103.48)

Increase/(Decrease) in Borrowings 495.22 292.08

Final Dividend Paid for FY 2013-14 including Dividend Distribution Tax - (276.35)

Interim Dividend Paid for FY 2014-15 including Dividend Distribution Tax - (236.34)

Final Dividend for 2014-15 Paid including Dividend Distribution Tax (237.06) -

Interim Dividend for 2015-16 Paid including Dividend Distribution Tax (503.01) -

Finance Costs (163.51) (104.74)

Net Cash (Used in)/ from Financing Activities (Total C) (168.83) (14.91)

Net Increase/Decrease in Cash and Cash Equivalents (A+B+C)

82.17 23.37

Opening Balance of Cash and Cash Equivalents 100.87 77.50

Closing Balance of Cash and Cash Equivalents 183.04 100.87

Note: Cash & Cash Equivalents at the end of the year represent Cash on Hand and Balances with Banks.

In terms of our report attached For and on behalf of Board of Directors

For Dosi & JainFirm Registration No. 112435W Basant Kabra Shiva Kabra Chartered Accountants Managing Director Whole-time Director Chandresh Gandhi Rahul Khettry Shama PawarPartner Chief Financial Officer Company SecretaryMembership No. 43172 Mumbai, May 25, 2016 Mumbai, May 25, 2016

F-2782 CONTROL PRINT LIMITED

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83

(r in Lakhs)

ParticularsFor the Year

endedMarch 31, 2016

For the Year ended

March 31, 2015

A CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before tax as per Statement of Profit and Loss 3,329.18 2,766.34

Adjusted for:

Depreciation and Amortisation (Net) 288.25 214.13

Deferred Revenue Expenditure 0.42 0.42

Forex Fluctuation 12.40 (24.47)

Provision for Wealth Tax - 3.17

Profit/Loss of Sale of Fixed Assets (Net) 2.00 (10.17)

Profit/Loss of Investments (Net) (161.03) (306.52)

Finance Costs 163.51 104.74

Dividend Income (9.01) (31.60)

Interest Income (4.14) (2.84)

Corporate Social Responsibility Expenses 41.03 4.23

Foreign Exchange Translation Reserve 13.36 (16.10)

Operating Profit before Working Capital Changes 3,675.97 2,701.33

Adjustment for changes in:

(Increase)/Decrease in Trade Receivables (950.24) (341.06)

(Increase)/Decrease in Inventories (627.39) (993.62)

(Increase)/Decrease in Other Current Assets (76.35) (85.38)

Increase/(Decrease) in Trade Payables (247.54) (105.32)

Increase/(Decrease) in Other Payables (1.38) 257.19

Cash Generated from Operations 1,773.07 1,433.14

Coporate Social Responsibility Expenses (41.03) (4.23)

Taxes Paid (938.73) (476.66)

Prior period tax Adjustments 44.16 (100.94)

Net Cash from Operating Activities (Total A) 837.47 851.31

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2016

82 CONTROL PRINT LIMITED

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83

(r in Lakhs)

ParticularsFor the Year

endedMarch 31, 2016

For the Year ended

March 31, 2015B CASH FLOW FROM INVESTING ACTIVITIES:

(Purchase)/Sale of Fixed Assets (Net) (1,189.42) (1,347.62)

(Purchase)/Sale of Investments (Net) 426.33 583.68

Capital Advances 175.87 (108.00)

Forex Fluctuation (12.40) 24.47

Interest Income 4.14 2.84

Dividend Income 9.01 31.60

Net Cash (Used in) Investing Activities (Total B) (586.47) (813.03)

C CASH FLOW IN FINANCING ACTIVITIES:

Issue of Equity Shares 319.38 413.92

Application Money on Issuance of Share Warrants (79.85) (103.48)

Increase/(Decrease) in Borrowings 495.22 292.08

Final Dividend Paid for FY 2013-14 including Dividend Distribution Tax - (276.35)

Interim Dividend Paid for FY 2014-15 including Dividend Distribution Tax - (236.34)

Final Dividend for 2014-15 Paid including Dividend Distribution Tax (237.06) -

Interim Dividend for 2015-16 Paid including Dividend Distribution Tax (503.01) -

Finance Costs (163.51) (104.74)

Net Cash (Used in)/ from Financing Activities (Total C) (168.83) (14.91)

Net Increase/Decrease in Cash and Cash Equivalents (A+B+C)

82.17 23.37

Opening Balance of Cash and Cash Equivalents 100.87 77.50

Closing Balance of Cash and Cash Equivalents 183.04 100.87

Note: Cash & Cash Equivalents at the end of the year represent Cash on Hand and Balances with Banks.

In terms of our report attached For and on behalf of Board of Directors

For Dosi & JainFirm Registration No. 112435W Basant Kabra Shiva Kabra Chartered Accountants Managing Director Whole-time Director Chandresh Gandhi Rahul Khettry Shama PawarPartner Chief Financial Officer Company SecretaryMembership No. 43172 Mumbai, May 25, 2016 Mumbai, May 25, 2016

F-2884 CONTROL PRINT LIMITED

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85

SIGNIFICANT ACCOUNTING POLICIES

A. Principles of Consolidation

The consolidated financial statements relate to Control Print Limited (‘‘the Company’’) and its wholly - owned subsidiary company - Liberty Chemicals Private Limited. The consolidated financial statements have been prepared on the following basis:

(i) The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions in accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”.

(ii) The difference between the cost of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve as the case may be.

(iii) As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Company’s separate financial statements.

B. Investments other than in subsidiaries and associates have been accounted as per Accounting Standard (AS) 13 on “Accounting for Investments”.

C. Other Significant Accounting Policies

These are set out under “Significant Accounting Policies” as given in the Company’s separate financial statements.

84 CONTROL PRINT LIMITED

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016

(r in Lakhs)

Particulars As at March 31, 2016

As at March 31, 2015

1 SHARE CAPITAL

Authorised

20,000,000 (P.Y.: 15,000,000) equity shares of R 10 each 2,000.00 1,500.00

Issued, Subscribed & paid-up

15,672,372 (P.Y.: 9,848,248) equity shares of R10 each fully paid up 1,567.23 984.82

Reconciliation of fully paid equity shares As at March 31, 2016 As at March 31, 2015 Number of Shares

Share Capital

Number of Shares

Share Capital

As per Last Balance Sheet 9,848,248 984.82 9,073,248 907.32 Equity shares of R10 each issued during the year 600,000 60.00 775,000 77.50 Bonus Shares of R10 each issued during the year by way of Capitalization of General Reserve 5,224,124 522.41 – –Balance at the end of year 15,672,372 1,567.23 9,848,248 984.82

Terms/Rights attached to Equity Shares:

The Company has only one class of equity shares having a par value of R10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in the proportion to the number of equity shares held by the shareholders.

Details of shareholders holding more than 5% shares in the Company:

Shareholders As at March 31, 2016 As at March 31, 2015 Number of Shares

% Number of Shares

%

Silver Plastochem Private Limited 3,349,350 21.37% 2,212,871 22.47%Shiva Kabra 1,599,150 10.20% 866,079 8.79%Pushpa Kabra 1,446,231 9.23% 964,154 9.79%India Max Investment Fund Limited 1,184,727 7.56% 789,818 8.02%Basant Kabra 945,132 6.03% 330,088 3.35%

Note: 5,224,124 Bonus Shares were issued during the year and 600,000 Preferential Share warrants were converted into equity shares during the year.

F-2984 CONTROL PRINT LIMITED

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85

SIGNIFICANT ACCOUNTING POLICIES

A. Principles of Consolidation

The consolidated financial statements relate to Control Print Limited (‘‘the Company’’) and its wholly - owned subsidiary company - Liberty Chemicals Private Limited. The consolidated financial statements have been prepared on the following basis:

(i) The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions in accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”.

(ii) The difference between the cost of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve as the case may be.

(iii) As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Company’s separate financial statements.

B. Investments other than in subsidiaries and associates have been accounted as per Accounting Standard (AS) 13 on “Accounting for Investments”.

C. Other Significant Accounting Policies

These are set out under “Significant Accounting Policies” as given in the Company’s separate financial statements.

84 CONTROL PRINT LIMITED

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016

(r in Lakhs)

Particulars As at March 31, 2016

As at March 31, 2015

1 SHARE CAPITAL

Authorised

20,000,000 (P.Y.: 15,000,000) equity shares of R 10 each 2,000.00 1,500.00

Issued, Subscribed & paid-up

15,672,372 (P.Y.: 9,848,248) equity shares of R10 each fully paid up 1,567.23 984.82

Reconciliation of fully paid equity shares As at March 31, 2016 As at March 31, 2015 Number of Shares

Share Capital

Number of Shares

Share Capital

As per Last Balance Sheet 9,848,248 984.82 9,073,248 907.32 Equity shares of R10 each issued during the year 600,000 60.00 775,000 77.50 Bonus Shares of R10 each issued during the year by way of Capitalization of General Reserve 5,224,124 522.41 – –Balance at the end of year 15,672,372 1,567.23 9,848,248 984.82

Terms/Rights attached to Equity Shares:

The Company has only one class of equity shares having a par value of R10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in the proportion to the number of equity shares held by the shareholders.

Details of shareholders holding more than 5% shares in the Company:

Shareholders As at March 31, 2016 As at March 31, 2015 Number of Shares

% Number of Shares

%

Silver Plastochem Private Limited 3,349,350 21.37% 2,212,871 22.47%Shiva Kabra 1,599,150 10.20% 866,079 8.79%Pushpa Kabra 1,446,231 9.23% 964,154 9.79%India Max Investment Fund Limited 1,184,727 7.56% 789,818 8.02%Basant Kabra 945,132 6.03% 330,088 3.35%

Note: 5,224,124 Bonus Shares were issued during the year and 600,000 Preferential Share warrants were converted into equity shares during the year.

F-3086 CONTROL PRINT LIMITED

Annual Report 2015-16

87

(r in Lakhs)

Particulars As at March 31, 2016

As at March 31, 2015

2 RESERVES AND SURPLUSCapital Reserve

Balance as per Last Account 83.56 83.56

Securities Premium AccountBalance as per Last Account 2,044.48 1,708.06

Add/(Less): Additions during the year 259.38 2,303.86 336.42 2,044.48

General ReserveBalance as per Last Account 1,521.53 1,321.53

Add/(Less): Transferred (to)/ from Profit & Loss Account

– 200.00

(Less): Utilised for issuance of fully paid up Bonus Shares (522.41) 999.12 – 1,521.53

Surplus in the statement of Profit and Loss Balance as per Last Account 5,335.48 4,157.54

Add/(Less): Net Profit/(Net Loss) for the year 2,614.72 1,886.63

Add/(Less): Adjustment relating to Fixed Asses – (19.91)

Less: AppropriationsInterim Dividend R4 per Share (Previous Year R2 per share)

(417.93) (196.96)

Proposed Final Dividend R 2/- per share (Previous year R2 per share)

(313.45) (196.96)

Dividend Distribution Tax on Interim Dividend (85.08) (39.38)

Dividend Distribution Tax on Proposed Final Dividend (Including Previous year differential tax paid of r 0.72 Lakhs) (64.53) (39.38)

Transfer to General Reserve – (200.00)

Transfer to Exchange Fluctuation Translation reserve

13.36 (16.10)

Net Surplus in the Statement of Profit and Loss 7,082.57 5,335.48

Total Reserves and Surplus 10,469.11 8,985.05

(r in Lakhs)

86 CONTROL PRINT LIMITED

Annual Report 2015-16

87

Particulars As at March 31, 2016

As at March 31, 2015

3 LONG TERM BORROWINGSSecured: Car Loans from Financial Institution – 0.25

– 0.25

4 DEFERRED TAX LIABILITY - NET

Deferred Tax Liability Related to Fixed Assets 289.69 247.84

289.69 247.84

5 OTHER LONG TERM LIABILITIESOther Liabilities 67.53 67.53

67.53 67.53

6 LONG TERM PROVISIONSProvision for Compensated Absences 65.48 57.74

Provision for Gratuity 90.70 70.41

156.18 128.15

7 SHORT TERM BORROWINGSSecured:

Working Capital Loan from Bank 1,311.80 816.33

1,311.80 816.33

Working Capital Loan from ICICI Bank is secured by hypothecation of present and future stock, book debts and first charge on immovable property located at Guwahati, Assam & Mumbai, Maharashtra & Personal Guarantee of the Managing Director and Whole-time Director.

8 TRADE PAYABLES

Total Outstanding Dues to Micro Enterprises and Small Enterprises 56.66 1.42

Total Outstanding Dues to Creditors other than Micro Enterprises and Small Enterprises 457.44 760.22

514.10 761.64

Note : The above information has been determined to the extent of such parties could be identified on the basis of information available with the Company regarding the status of the supplier under the MSME Act.

F-3186 CONTROL PRINT LIMITED

Annual Report 2015-16

87

(r in Lakhs)

Particulars As at March 31, 2016

As at March 31, 2015

2 RESERVES AND SURPLUSCapital Reserve

Balance as per Last Account 83.56 83.56

Securities Premium AccountBalance as per Last Account 2,044.48 1,708.06

Add/(Less): Additions during the year 259.38 2,303.86 336.42 2,044.48

General ReserveBalance as per Last Account 1,521.53 1,321.53

Add/(Less): Transferred (to)/ from Profit & Loss Account

– 200.00

(Less): Utilised for issuance of fully paid up Bonus Shares (522.41) 999.12 – 1,521.53

Surplus in the statement of Profit and Loss Balance as per Last Account 5,335.48 4,157.54

Add/(Less): Net Profit/(Net Loss) for the year 2,614.72 1,886.63

Add/(Less): Adjustment relating to Fixed Asses – (19.91)

Less: AppropriationsInterim Dividend R4 per Share (Previous Year R2 per share)

(417.93) (196.96)

Proposed Final Dividend R 2/- per share (Previous year R2 per share)

(313.45) (196.96)

Dividend Distribution Tax on Interim Dividend (85.08) (39.38)

Dividend Distribution Tax on Proposed Final Dividend (Including Previous year differential tax paid of r 0.72 Lakhs) (64.53) (39.38)

Transfer to General Reserve – (200.00)

Transfer to Exchange Fluctuation Translation reserve

13.36 (16.10)

Net Surplus in the Statement of Profit and Loss 7,082.57 5,335.48

Total Reserves and Surplus 10,469.11 8,985.05

(r in Lakhs)

86 CONTROL PRINT LIMITED

Annual Report 2015-16

87

Particulars As at March 31, 2016

As at March 31, 2015

3 LONG TERM BORROWINGSSecured: Car Loans from Financial Institution – 0.25

– 0.25

4 DEFERRED TAX LIABILITY - NET

Deferred Tax Liability Related to Fixed Assets 289.69 247.84

289.69 247.84

5 OTHER LONG TERM LIABILITIESOther Liabilities 67.53 67.53

67.53 67.53

6 LONG TERM PROVISIONSProvision for Compensated Absences 65.48 57.74

Provision for Gratuity 90.70 70.41

156.18 128.15

7 SHORT TERM BORROWINGSSecured:

Working Capital Loan from Bank 1,311.80 816.33

1,311.80 816.33

Working Capital Loan from ICICI Bank is secured by hypothecation of present and future stock, book debts and first charge on immovable property located at Guwahati, Assam & Mumbai, Maharashtra & Personal Guarantee of the Managing Director and Whole-time Director.

8 TRADE PAYABLES

Total Outstanding Dues to Micro Enterprises and Small Enterprises 56.66 1.42

Total Outstanding Dues to Creditors other than Micro Enterprises and Small Enterprises 457.44 760.22

514.10 761.64

Note : The above information has been determined to the extent of such parties could be identified on the basis of information available with the Company regarding the status of the supplier under the MSME Act.

F-3288 CONTROL PRINT LIMITED

Annual Report 2015-16

89

The details of amounts outstanding to Micro, Small and Medium Enterprises based on available information with the Company is as under:

(r in Lakhs)

Particulars As at March 31, 2016

As at March 31, 2016

Principal amount due and remaining unpaid (Not overdue) 56.66 1.42

Interest due on above and the unpaid interest * – –

Interest paid on payment made beyond the appointed day during the year

– –

Interest due and payable for the period of delay – –

Interest accrued and remaining unpaid – –

Amount of further interest remaining due and payable in succeeding years – –

* Interest waived by concerned supplies.

9 OTHER CURRENT LIABILITIESCurrent Maturities of Car Loan – 2.78

Statutory Dues 106.77 169.27

Unclaimed Dividends* 33.55 26.57

Other Payables 512.79 686.55

Income Received in Advance 138.95 135.98

792.06 1,021.15

*During the year, sum of R409,194/- being unclaimed Final Dividend for F.Y. 2007-08 were transferred to Investors Education and Protection Fund as per Section 205C of the Companies Act, 1956.

10 SHORT-TERM PROVISIONSProvision for Compensated Absences 15.86 25.39

Provision for Gratuity 12.89 13.13

Provision for Income Tax 244.38 476.87

Provision for Wealth Tax – 3.17

Proposed Dividend 313.45 196.96

Tax on Proposed Dividend 63.81 39.38

Provision for Expenses 225.32 13.13

875.71 768.03

88 CONTROL PRINT LIMITED

Annual Report 2015-16

89

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F-3388 CONTROL PRINT LIMITED

Annual Report 2015-16

89

The details of amounts outstanding to Micro, Small and Medium Enterprises based on available information with the Company is as under:

(r in Lakhs)

Particulars As at March 31, 2016

As at March 31, 2016

Principal amount due and remaining unpaid (Not overdue) 56.66 1.42

Interest due on above and the unpaid interest * – –

Interest paid on payment made beyond the appointed day during the year

– –

Interest due and payable for the period of delay – –

Interest accrued and remaining unpaid – –

Amount of further interest remaining due and payable in succeeding years – –

* Interest waived by concerned supplies.

9 OTHER CURRENT LIABILITIESCurrent Maturities of Car Loan – 2.78

Statutory Dues 106.77 169.27

Unclaimed Dividends* 33.55 26.57

Other Payables 512.79 686.55

Income Received in Advance 138.95 135.98

792.06 1,021.15

*During the year, sum of R409,194/- being unclaimed Final Dividend for F.Y. 2007-08 were transferred to Investors Education and Protection Fund as per Section 205C of the Companies Act, 1956.

10 SHORT-TERM PROVISIONSProvision for Compensated Absences 15.86 25.39

Provision for Gratuity 12.89 13.13

Provision for Income Tax 244.38 476.87

Provision for Wealth Tax – 3.17

Proposed Dividend 313.45 196.96

Tax on Proposed Dividend 63.81 39.38

Provision for Expenses 225.32 13.13

875.71 768.03

88 CONTROL PRINT LIMITED

Annual Report 2015-16

89

11.

FIX

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AS

SE

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(r in

Lak

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F-3490 CONTROL PRINT LIMITED

Annual Report 2015-16

91

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90 CONTROL PRINT LIMITED

Annual Report 2015-16

91

(r in Lakhs)

Particulars As at March 31, 2016 As at March 31, 2015

12 NON-CURRENT INVESTMENTS Number of Shares

Share Capital

Number of Shares

Share Capital

Investment in Equity Shares

(Quoted-Shares of R10 each unless otherwise specified)

Aditya Birla Nuvo Limited 36,513 724.11 – –

Aditya Birla Fashion and Retail Limited 189,867 34.30 – –

Arvind Infrastructure Limited 20,000 0.13 – –

Cairn India Limited – – 86,139 273.11

Arvind Limited – – 200,000 422.76

EIH Limited (FV Per share is R2 each) – – 17,603 18.70

Heritage Foods Limited – – 8,982 26.11

Inox Leisure limited – – 180,150 283.17

Investment in Equity Shares 758.54 1,023.85

Total Non-Current Investments 758.54 1,023.85

Aggregate Amount of Quoted Investments 758.54 1,023.85

Market Value of Quoted Investments 594.49 1,059.62

13 LONG-TERM LOANS AND ADVANCES

Capital Advances 90.67 226.83

Security Deposits (Unsecured, considered good) 61.90 40.03

Deposits with Related Parties 13.80 11.82

Advance tax paid 147.24 158.07

Loan to Employees 1.90 2.00

315.51 438.75

14 OTHER NON-CURRENT ASSETS

MAT Credit Receivable – 0.04

Others 0.24 0.24

0.24 0.28

F-3590 CONTROL PRINT LIMITED

Annual Report 2015-16

91

Ass

et C

lass

R in

Lak

hs

Offi

ce P

rem

ises

616

.33

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pute

r Sof

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e 0

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nery

490

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mis

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s 4

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18.

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l 1

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anka

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onve

rsio

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90 CONTROL PRINT LIMITED

Annual Report 2015-16

91

(r in Lakhs)

Particulars As at March 31, 2016 As at March 31, 2015

12 NON-CURRENT INVESTMENTS Number of Shares

Share Capital

Number of Shares

Share Capital

Investment in Equity Shares

(Quoted-Shares of R10 each unless otherwise specified)

Aditya Birla Nuvo Limited 36,513 724.11 – –

Aditya Birla Fashion and Retail Limited 189,867 34.30 – –

Arvind Infrastructure Limited 20,000 0.13 – –

Cairn India Limited – – 86,139 273.11

Arvind Limited – – 200,000 422.76

EIH Limited (FV Per share is R2 each) – – 17,603 18.70

Heritage Foods Limited – – 8,982 26.11

Inox Leisure limited – – 180,150 283.17

Investment in Equity Shares 758.54 1,023.85

Total Non-Current Investments 758.54 1,023.85

Aggregate Amount of Quoted Investments 758.54 1,023.85

Market Value of Quoted Investments 594.49 1,059.62

13 LONG-TERM LOANS AND ADVANCES

Capital Advances 90.67 226.83

Security Deposits (Unsecured, considered good) 61.90 40.03

Deposits with Related Parties 13.80 11.82

Advance tax paid 147.24 158.07

Loan to Employees 1.90 2.00

315.51 438.75

14 OTHER NON-CURRENT ASSETS

MAT Credit Receivable – 0.04

Others 0.24 0.24

0.24 0.28

F-3692 CONTROL PRINT LIMITED

Annual Report 2015-16

93

(r in Lakhs)

Particulars As at March 31, 2016

As at March 31, 2015

15 CURRENT INVESTMENTS

Investment in Mutual Fund - Kotak Flexi Debt Scheme - Growth 3.04 3.04

3.04 3.04

16 INVENTORIES Raw Materials & Components, etc. 2,390.99 2,296.99

Raw Materials-in Transit 41.26 187.28

Work-in-Process 257.02 366.11

Finished Goods (Others than those acquired for trading) 988.28 650.29

Stock in Trade 1,442.04 1,375.10

Manufactured Components 1,009.02 696.34

Sri lnaka Branch inventory (Net of inventory Reserve Account) 107.51 36.62

6,236.12 5,608.73

Details of Inventories: Qty Nos. (r in Lakhs) Qty Nos. (r in Lakhs)

Coding & Marking Systems 1,732 1,346.93 1,640 1,092.37

Consumables, Spares & Raw Materials 3,514.54 3,230.01

Work in Progress 257.02 366.11

Other including Goods in Transit 1,050.28 883.62

Branch inventory (Net of inventory Reserve Account) 67.35 36.62

Total Inventories 6,236.12 5,608.73

17 TRADE RECEIVABLES

(Unsecured, considered good)

Over Six Months 717.30 656.45

Others 2,923.63 2,034.24

3,640.93 2,690.69

18 CASH & BANK BALANCES(i) Cash and Cash equivalents (a) Balances with Banks in Current Accounts 59.25 29.90

(b) Cash on Hand 2.59 4.04

(c) Balances with Sri Lanka Branch Bank Accounts 0.71 17.98

(ii) Other Bank Balances (a) Unclaimed Dividend Accounts 33.55 26.57

(b) Balances with Bank to the extent held as Margin Money 86.94 22.38

183.04 100.87

92 CONTROL PRINT LIMITED

Annual Report 2015-16

93

(r in Lakhs)Particulars As at

March 31, 2016 As at

March 31, 201519 SHORT-TERM LOANS AND ADVANCES

Loan to Employees 5.86 13.09 Advances to Employees 17.77 15.96 Prepaid Expenses 54.37 59.55 Balances with Customs & Central Excise Authorities 62.13 15.71 Security Deposits (Unsecured,considered good) 8.58 12.69 Transport Subsidy receivable 36.73 – Other Advances/Claims etc. 1.64 17.10

187.08 134.10

20 OTHER CURRENT ASSETSPre operative Expenses – 39.71 Current Portion of Unamortized Expenses 0.53 0.95

0.53 40.66

21 REVENUE FROM OPERATIONSSale/Service of/from Manufactured Products 11,714.47 8,724.34 Sale of Stock-in-Trade 1,529.40 2,111.28 Sale of Services 625.24 704.75 Other Operating Revenues 154.35 9.72

14,023.46 11,550.09 Less: Excise duty 571.32 257.77

13,452.14 11,292.32 Other Operating Revenue includes sum of R143.90 Lakhs on account of Sales Tax Remission by way of Government Grant under the Assam Industrial Policy. The prescribed conditions have been met and eligibility certificate is applied for as per the policy.

Particulars Qty Nos. (r in Lakhs) Qty Nos. (r in Lakhs) Sale of Products comprises:Manufactured GoodsCoding & Marking Systems 1,798 2,609.87 1,624 2,379.13 Consumables, Spares & Others 9,104.60 6,345.21 Total - Sale of Manufactured Goods (A) 11,714.47 8,724.34 Traded GoodsCoding & Marking Systems 46 39.39 45 49.33 Consumables, Spares & Others 1,490.01 2,061.95 Total - Sale of Traded Goods (B) 1,529.40 2,111.28

Total - Sale of Products (A+B) 13,243.87 10,835.62OTHER OPERATING REVENUESDuty Drawback Receipts 8.75 3.42 Remmission on Sales Tax 143.90 – Sale of Scrap 1.70 6.30 Total - Other Operating Revenues 154.35 9.72

F-3792 CONTROL PRINT LIMITED

Annual Report 2015-16

93

(r in Lakhs)

Particulars As at March 31, 2016

As at March 31, 2015

15 CURRENT INVESTMENTS

Investment in Mutual Fund - Kotak Flexi Debt Scheme - Growth 3.04 3.04

3.04 3.04

16 INVENTORIES Raw Materials & Components, etc. 2,390.99 2,296.99

Raw Materials-in Transit 41.26 187.28

Work-in-Process 257.02 366.11

Finished Goods (Others than those acquired for trading) 988.28 650.29

Stock in Trade 1,442.04 1,375.10

Manufactured Components 1,009.02 696.34

Sri lnaka Branch inventory (Net of inventory Reserve Account) 107.51 36.62

6,236.12 5,608.73

Details of Inventories: Qty Nos. (r in Lakhs) Qty Nos. (r in Lakhs)

Coding & Marking Systems 1,732 1,346.93 1,640 1,092.37

Consumables, Spares & Raw Materials 3,514.54 3,230.01

Work in Progress 257.02 366.11

Other including Goods in Transit 1,050.28 883.62

Branch inventory (Net of inventory Reserve Account) 67.35 36.62

Total Inventories 6,236.12 5,608.73

17 TRADE RECEIVABLES

(Unsecured, considered good)

Over Six Months 717.30 656.45

Others 2,923.63 2,034.24

3,640.93 2,690.69

18 CASH & BANK BALANCES(i) Cash and Cash equivalents (a) Balances with Banks in Current Accounts 59.25 29.90

(b) Cash on Hand 2.59 4.04

(c) Balances with Sri Lanka Branch Bank Accounts 0.71 17.98

(ii) Other Bank Balances (a) Unclaimed Dividend Accounts 33.55 26.57

(b) Balances with Bank to the extent held as Margin Money 86.94 22.38

183.04 100.87

92 CONTROL PRINT LIMITED

Annual Report 2015-16

93

(r in Lakhs)Particulars As at

March 31, 2016 As at

March 31, 201519 SHORT-TERM LOANS AND ADVANCES

Loan to Employees 5.86 13.09 Advances to Employees 17.77 15.96 Prepaid Expenses 54.37 59.55 Balances with Customs & Central Excise Authorities 62.13 15.71 Security Deposits (Unsecured,considered good) 8.58 12.69 Transport Subsidy receivable 36.73 – Other Advances/Claims etc. 1.64 17.10

187.08 134.10

20 OTHER CURRENT ASSETSPre operative Expenses – 39.71 Current Portion of Unamortized Expenses 0.53 0.95

0.53 40.66

21 REVENUE FROM OPERATIONSSale/Service of/from Manufactured Products 11,714.47 8,724.34 Sale of Stock-in-Trade 1,529.40 2,111.28 Sale of Services 625.24 704.75 Other Operating Revenues 154.35 9.72

14,023.46 11,550.09 Less: Excise duty 571.32 257.77

13,452.14 11,292.32 Other Operating Revenue includes sum of R143.90 Lakhs on account of Sales Tax Remission by way of Government Grant under the Assam Industrial Policy. The prescribed conditions have been met and eligibility certificate is applied for as per the policy.

Particulars Qty Nos. (r in Lakhs) Qty Nos. (r in Lakhs) Sale of Products comprises:Manufactured GoodsCoding & Marking Systems 1,798 2,609.87 1,624 2,379.13 Consumables, Spares & Others 9,104.60 6,345.21 Total - Sale of Manufactured Goods (A) 11,714.47 8,724.34 Traded GoodsCoding & Marking Systems 46 39.39 45 49.33 Consumables, Spares & Others 1,490.01 2,061.95 Total - Sale of Traded Goods (B) 1,529.40 2,111.28

Total - Sale of Products (A+B) 13,243.87 10,835.62OTHER OPERATING REVENUESDuty Drawback Receipts 8.75 3.42 Remmission on Sales Tax 143.90 – Sale of Scrap 1.70 6.30 Total - Other Operating Revenues 154.35 9.72

F-3894 CONTROL PRINT LIMITED

Annual Report 2015-16

95

(r in Lakhs)Particulars 2015-16 2014-15

22 OTHER INCOME

a) Interest (TDS R0.31 Lakhs Previous year R0.15 Lakhs) 4.14 2.84

b) Dividend from Long Term Investments 9.01 31.60

c) Misc. Receipts 2.08 –

d) Profit on Sale of Fixed Assets (Net) – 10.17

e) Gain on Foreign Exchange Fluctuations – 24.47

f) Excess provisions written back 40.00 60.00

55.23 129.08

23 COST OF MATERIALS CONSUMED

Opening Stock 2,993.33 2,594.98

Add: Purchases 4,169.72 3,558.26

7,163.05 6,153.24

Less: Closing stock 3,400.01 2,993.33

Cost of Material Consumed 3,763.04 3,159.91

Cost of Materials Consumed 2015-16 (R in Lakhs)

% of Consumption

2014-15 (R in Lakhs)

% of Consumption

Imported 1,087.60 28.90% 946.56 29.96%

Indigenous 2,675.44 71.10% 2,213.35 70.04%

3,763.04 100.00% 3,159.91 100.00%

24 PURCHASE OF STOCK-IN-TRADE 2015-16 (R in Lakhs)

2014-15 (R in Lakhs)

Purchase of Traded Goods 1,031.69 1,624.49

Particulars Qty Nos. (r in Lakhs) Qty Nos. (r in Lakhs) Details of Purchase of Traded Goods:

Coding & Marking Systems 149 167.28 195 285.16

Consumables, Spares, Raw Materials & Others 864.41 1,339.33

1,031.69 1,624.49

25 MANUFACTURING & OPERATING COSTS

Power & Fuel Expenses 42.16 15.50

Other Manufacturing Expenses 157.18 57.14

Royalty/Tecnical Services Expenses 665.68 587.29

865.02 659.93

94 CONTROL PRINT LIMITED

Annual Report 2015-16

95

(r in Lakhs)

Particulars 2015-16 2014-15

26 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADEInventories at the end of the year:

Work-in-Process 257.02 366.11

Stock-in-Trade 1,442.04 1,375.10

Finished Goods *958.62 2,657.68 650.29 2,391.50

* Net of Excise duty

Inventories at the beginning of the year:Work-in-Process 366.11 301.04

Stock-in-Trade 1,375.10 843.67

Finished Goods 650.29 2,391.50 533.01 1,677.72

Net (Increase)/Decrease (266.18) (713.78)

(r in Lakhs)

2015-16 2014-15

27 EMPLOYEE BENEFIT EXPENSES

Salaries, Wages and Bonus 2,207.72 1,781.12

Contribution to Provident and Other Funds 79.56 56.73

Staff Welfare Expenses 165.53 126.96

Commission to Directors 170.00 170.00

2,622.81 2,134.81 Expenses recognized on account of defined benefit plan & Long Term Compensated Absences- r20.29 Lakhs & (r1.80 ) Lakhs respectively (PY r31.25 Lakhs & r33.56 Lakhs respectively)

28 FINANCE COSTS

Interest on Cash Credit & Others 136.72 88.47

Bank Commission & Charges 26.53 15.71

Interest on Vehicle Loan 0.26 0.56

163.51 104.74

F-3994 CONTROL PRINT LIMITED

Annual Report 2015-16

95

(r in Lakhs)Particulars 2015-16 2014-15

22 OTHER INCOME

a) Interest (TDS R0.31 Lakhs Previous year R0.15 Lakhs) 4.14 2.84

b) Dividend from Long Term Investments 9.01 31.60

c) Misc. Receipts 2.08 –

d) Profit on Sale of Fixed Assets (Net) – 10.17

e) Gain on Foreign Exchange Fluctuations – 24.47

f) Excess provisions written back 40.00 60.00

55.23 129.08

23 COST OF MATERIALS CONSUMED

Opening Stock 2,993.33 2,594.98

Add: Purchases 4,169.72 3,558.26

7,163.05 6,153.24

Less: Closing stock 3,400.01 2,993.33

Cost of Material Consumed 3,763.04 3,159.91

Cost of Materials Consumed 2015-16 (R in Lakhs)

% of Consumption

2014-15 (R in Lakhs)

% of Consumption

Imported 1,087.60 28.90% 946.56 29.96%

Indigenous 2,675.44 71.10% 2,213.35 70.04%

3,763.04 100.00% 3,159.91 100.00%

24 PURCHASE OF STOCK-IN-TRADE 2015-16 (R in Lakhs)

2014-15 (R in Lakhs)

Purchase of Traded Goods 1,031.69 1,624.49

Particulars Qty Nos. (r in Lakhs) Qty Nos. (r in Lakhs) Details of Purchase of Traded Goods:

Coding & Marking Systems 149 167.28 195 285.16

Consumables, Spares, Raw Materials & Others 864.41 1,339.33

1,031.69 1,624.49

25 MANUFACTURING & OPERATING COSTS

Power & Fuel Expenses 42.16 15.50

Other Manufacturing Expenses 157.18 57.14

Royalty/Tecnical Services Expenses 665.68 587.29

865.02 659.93

94 CONTROL PRINT LIMITED

Annual Report 2015-16

95

(r in Lakhs)

Particulars 2015-16 2014-15

26 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADEInventories at the end of the year:

Work-in-Process 257.02 366.11

Stock-in-Trade 1,442.04 1,375.10

Finished Goods *958.62 2,657.68 650.29 2,391.50

* Net of Excise duty

Inventories at the beginning of the year:Work-in-Process 366.11 301.04

Stock-in-Trade 1,375.10 843.67

Finished Goods 650.29 2,391.50 533.01 1,677.72

Net (Increase)/Decrease (266.18) (713.78)

(r in Lakhs)

2015-16 2014-15

27 EMPLOYEE BENEFIT EXPENSES

Salaries, Wages and Bonus 2,207.72 1,781.12

Contribution to Provident and Other Funds 79.56 56.73

Staff Welfare Expenses 165.53 126.96

Commission to Directors 170.00 170.00

2,622.81 2,134.81 Expenses recognized on account of defined benefit plan & Long Term Compensated Absences- r20.29 Lakhs & (r1.80 ) Lakhs respectively (PY r31.25 Lakhs & r33.56 Lakhs respectively)

28 FINANCE COSTS

Interest on Cash Credit & Others 136.72 88.47

Bank Commission & Charges 26.53 15.71

Interest on Vehicle Loan 0.26 0.56

163.51 104.74

F-4096 CONTROL PRINT LIMITED

Annual Report 2015-16

97

(r in Lakhs)

Particulars 2015-16 2014-15

29 OTHER EXPENSES

Rent 138.19 116.73

Rates & Taxes 43.56 23.12

Printing & Stationery 66.86 40.83

Auditor's Remuneration 28.80 21.88

Legal Charges 111.65 205.43

Professional Charges 181.60 177.59

Directors Meeting Fees 6.64 4.04

Communication Charges 98.02 71.20

Insurance Charges 6.80 4.73

Conveyance Expenses 119.96 116.91

Loss on Sale of Fixed Assets (Net) 2.00 -

General Expenses 105.77 56.29

Vehicle Expenses 52.49 43.51

Repairs to Building 13.97 15.60

Repairs to Plant & Machinery 32.47 20.66

Repairs & Maintenance- Others 44.98 56.57

Electricity Charges 36.38 34.40

Travelling Expenses 349.42 311.10

Sales and Market Promotion Expenses 120.54 67.41

Freight & Other Expenses* 218.99 195.91

Corporate Social Responsibility Expenses 41.03 4.23

Loss on Foreign Exchange Fluctuations (Net) 12.40 –

Preliminary Expenses Written Off 0.42 0.42

Bad Debts Written Off (Net) 38.14 113.02

Wealth Tax – 3.17

1,871.08 1,704.75

* Current year figure is net of Transport Subsidy of r36.73 Lakhs

30 EXCEPTIONAL ITEM

Profit on Sale of Investments 161.03 306.52

Loss on Exceptional write off Inventory – *(72.60)

161.03 233.92

* Towards the expired inventory kept in bonded warehouse

96 CONTROL PRINT LIMITED

Annual Report 2015-16

97

(r in Lakhs)

Particulars 2015-16 2014-15

31 PAYMENT TO AUDITORS INCLUDE

(i) Statutory Audit Fees 14.87 13.03

(ii) Limited Review 2.28 –

(iii) Certification Charges 3.31 3.33

(iv) Advisory Services 3.20 2.02

(v) In Other Capacity 0.57 –

(vi) Tax Audit Fees 2.92 1.85

(vii) Cost Audit Fees 1.65 1.65

28.80 21.88

32 CIF VALUE OF IMPORTS IN RESPECT OF

(i) Capital Goods 19.04 2.24

(ii) Raw Material 1,518.33 856.03

(iii) Finished Goods 451.02 883.49

33 EXPENDITURE IN FOREIGN CURRENCY

i) Traveling 24.90 14.44 ii) Royalty 555.59 524.02 iii) Professional fees 67.67 97.51 iv) Technical Knowhow Fees 122.41 56.31 v) Others 5.99 –

776.56 692.28

34 EARNINGS IN FOREIGN EXCHANGE

FOB Value of Exports 248.62 241.68

35 EARNINGS PER SHARE

Profit after taxation (r In Lakhs) 2,614.72 1,886.63

Weighted average number of shares outstanding * 15,451,061 14,313,078

Earnings per share: Basic in r * 16.92 13.18

Weighted average number of shares outstanding* 15,672,372 14,913,078

Earnings per share: Diluted in r * 16.68 12.65

Face value per share in r 10.00 10.00

*Adjusted for issuance of Bonus Shares

F-4196 CONTROL PRINT LIMITED

Annual Report 2015-16

97

(r in Lakhs)

Particulars 2015-16 2014-15

29 OTHER EXPENSES

Rent 138.19 116.73

Rates & Taxes 43.56 23.12

Printing & Stationery 66.86 40.83

Auditor's Remuneration 28.80 21.88

Legal Charges 111.65 205.43

Professional Charges 181.60 177.59

Directors Meeting Fees 6.64 4.04

Communication Charges 98.02 71.20

Insurance Charges 6.80 4.73

Conveyance Expenses 119.96 116.91

Loss on Sale of Fixed Assets (Net) 2.00 -

General Expenses 105.77 56.29

Vehicle Expenses 52.49 43.51

Repairs to Building 13.97 15.60

Repairs to Plant & Machinery 32.47 20.66

Repairs & Maintenance- Others 44.98 56.57

Electricity Charges 36.38 34.40

Travelling Expenses 349.42 311.10

Sales and Market Promotion Expenses 120.54 67.41

Freight & Other Expenses* 218.99 195.91

Corporate Social Responsibility Expenses 41.03 4.23

Loss on Foreign Exchange Fluctuations (Net) 12.40 –

Preliminary Expenses Written Off 0.42 0.42

Bad Debts Written Off (Net) 38.14 113.02

Wealth Tax – 3.17

1,871.08 1,704.75

* Current year figure is net of Transport Subsidy of r36.73 Lakhs

30 EXCEPTIONAL ITEM

Profit on Sale of Investments 161.03 306.52

Loss on Exceptional write off Inventory – *(72.60)

161.03 233.92

* Towards the expired inventory kept in bonded warehouse

96 CONTROL PRINT LIMITED

Annual Report 2015-16

97

(r in Lakhs)

Particulars 2015-16 2014-15

31 PAYMENT TO AUDITORS INCLUDE

(i) Statutory Audit Fees 14.87 13.03

(ii) Limited Review 2.28 –

(iii) Certification Charges 3.31 3.33

(iv) Advisory Services 3.20 2.02

(v) In Other Capacity 0.57 –

(vi) Tax Audit Fees 2.92 1.85

(vii) Cost Audit Fees 1.65 1.65

28.80 21.88

32 CIF VALUE OF IMPORTS IN RESPECT OF

(i) Capital Goods 19.04 2.24

(ii) Raw Material 1,518.33 856.03

(iii) Finished Goods 451.02 883.49

33 EXPENDITURE IN FOREIGN CURRENCY

i) Traveling 24.90 14.44 ii) Royalty 555.59 524.02 iii) Professional fees 67.67 97.51 iv) Technical Knowhow Fees 122.41 56.31 v) Others 5.99 –

776.56 692.28

34 EARNINGS IN FOREIGN EXCHANGE

FOB Value of Exports 248.62 241.68

35 EARNINGS PER SHARE

Profit after taxation (r In Lakhs) 2,614.72 1,886.63

Weighted average number of shares outstanding * 15,451,061 14,313,078

Earnings per share: Basic in r * 16.92 13.18

Weighted average number of shares outstanding* 15,672,372 14,913,078

Earnings per share: Diluted in r * 16.68 12.65

Face value per share in r 10.00 10.00

*Adjusted for issuance of Bonus Shares

F-4298 CONTROL PRINT LIMITED

Annual Report 2015-16

99

(r in Lakhs)

Particulars 2015-16 2014-15

36 RELATED PARTY DISCLOSURES

I Related Party Disclosures required under AS -18 are given below:Name of the Related Parties Relationship Silver Plastochem Pvt. Ltd. Where control exists Key Management Personnel Mr. Basant Kabra

Mr. Shiva Kabra Ms. Nyana Sabharwal

II Transactions during the year with Related PartiesNature of Transaction

(R in Lakhs)

Rent paid Silver Plastochem Pvt. Ltd. 60.54 53.14

Remuneration excluding Commission Executive Directors 146.29 79.45

Commission to Executive Directors Executive Directors 170.00 170.00

Board Meeting Fees Non - Executive Directors 6.10 3.70

Architeuctual Civil & Structural Consultancy & Engineering Services

Miura Engineering Services (A division of Miura Trading Finvest Private Limited)

– 2.25

Personal Guarantees given by Mr. Basant Kabra and Mr. Shiva Kabra, Directors of

the Company for the Loans sanctioned to the Company.

III Balances as on March 31 March 31, 2016

March 31, 2015

Security Deposit to Silver Plastochem Private Limited 13.80 11.82

Interest Free Loan to Wholly Owned Subsidiary Liberty Chemicals Private Limited

22.60 15.00

98 CONTROL PRINT LIMITED

Annual Report 2015-16

99

(r in Lakhs)

Particulars As at March 31, 2016

As at March 31, 2015

37 CONTINGENT LIABILITIES AND COMMITMENTS

(i) Contingent Liabilities

(A) Counter Guarantees given by the Company to the Bank against the Bank Guarantees

148.75 21.35

(B) Demands against the Company not acknowledged as debts in respect of:

1) Central Sales Tax Assessment for the Financial Year 2007-08, against which Company has preferred an appeal to Joint Com-missioner of Sales Tax (Appeals) Mumbai.

9.25 9.25

2) Central Sales Tax Assessment for the Financial Year 2008-09 against which Company has preferred an appeal to Joint Com-missioner of Sales Tax (Appeals) Mumbai.

40.58 40.58

3) Central Sales Tax Assessment for the Financial Year 2009-10, against which Company has preferred an appeal to Joint Com-missioner of Sales Tax (Appeals) Mumbai.

69.04 69.04

(C) The Company is in arbitration proceedings with Videojet Inc., USA and the amount is not ascertainable pending the outcome of the matter.

(ii) Commitments

Estimated amount of contracts remaining to be executed on capital account (net of Advances).

466.70 179.89

38 Financials of the Sri Lanka Branch of the Company for the year ended March 31, 2016 amounting to loss of R0.61 Cr have been consolidated with the Standalone results under the non-Intergral method of AS-11 on the effects of changes in the Foreign exchange Rates.

39 The Company has issued Confirmation to its Debtors and Creditors which are in the process of being reverted by the parties thereof. The process of reconciliation of the balances is on progress.

40 The Company operates in a single Reportable segment, viz. Coding & Marking Solutions and Consumables thereof.

41 In the opinion of the Board, the Current Assets, Loans and Advances have a value on realisation not less than what have been stated in the Balance Sheet and Provision of all known liabilities have been made.

F-4398 CONTROL PRINT LIMITED

Annual Report 2015-16

99

(r in Lakhs)

Particulars 2015-16 2014-15

36 RELATED PARTY DISCLOSURES

I Related Party Disclosures required under AS -18 are given below:Name of the Related Parties Relationship Silver Plastochem Pvt. Ltd. Where control exists Key Management Personnel Mr. Basant Kabra

Mr. Shiva Kabra Ms. Nyana Sabharwal

II Transactions during the year with Related PartiesNature of Transaction

(R in Lakhs)

Rent paid Silver Plastochem Pvt. Ltd. 60.54 53.14

Remuneration excluding Commission Executive Directors 146.29 79.45

Commission to Executive Directors Executive Directors 170.00 170.00

Board Meeting Fees Non - Executive Directors 6.10 3.70

Architeuctual Civil & Structural Consultancy & Engineering Services

Miura Engineering Services (A division of Miura Trading Finvest Private Limited)

– 2.25

Personal Guarantees given by Mr. Basant Kabra and Mr. Shiva Kabra, Directors of

the Company for the Loans sanctioned to the Company.

III Balances as on March 31 March 31, 2016

March 31, 2015

Security Deposit to Silver Plastochem Private Limited 13.80 11.82

Interest Free Loan to Wholly Owned Subsidiary Liberty Chemicals Private Limited

22.60 15.00

98 CONTROL PRINT LIMITED

Annual Report 2015-16

99

(r in Lakhs)

Particulars As at March 31, 2016

As at March 31, 2015

37 CONTINGENT LIABILITIES AND COMMITMENTS

(i) Contingent Liabilities

(A) Counter Guarantees given by the Company to the Bank against the Bank Guarantees

148.75 21.35

(B) Demands against the Company not acknowledged as debts in respect of:

1) Central Sales Tax Assessment for the Financial Year 2007-08, against which Company has preferred an appeal to Joint Com-missioner of Sales Tax (Appeals) Mumbai.

9.25 9.25

2) Central Sales Tax Assessment for the Financial Year 2008-09 against which Company has preferred an appeal to Joint Com-missioner of Sales Tax (Appeals) Mumbai.

40.58 40.58

3) Central Sales Tax Assessment for the Financial Year 2009-10, against which Company has preferred an appeal to Joint Com-missioner of Sales Tax (Appeals) Mumbai.

69.04 69.04

(C) The Company is in arbitration proceedings with Videojet Inc., USA and the amount is not ascertainable pending the outcome of the matter.

(ii) Commitments

Estimated amount of contracts remaining to be executed on capital account (net of Advances).

466.70 179.89

38 Financials of the Sri Lanka Branch of the Company for the year ended March 31, 2016 amounting to loss of R0.61 Cr have been consolidated with the Standalone results under the non-Intergral method of AS-11 on the effects of changes in the Foreign exchange Rates.

39 The Company has issued Confirmation to its Debtors and Creditors which are in the process of being reverted by the parties thereof. The process of reconciliation of the balances is on progress.

40 The Company operates in a single Reportable segment, viz. Coding & Marking Solutions and Consumables thereof.

41 In the opinion of the Board, the Current Assets, Loans and Advances have a value on realisation not less than what have been stated in the Balance Sheet and Provision of all known liabilities have been made.

F-44100 CONTROL PRINT LIMITED

Annual Report 2015-16

101

42 During the year, the Company has paid r41.03 Lakhs to Learning Link Foundation towards the Corporate Social Responsibility (CSR) activities in accordance with the Section 135 of the Companies Act, 2013. Out of it, the institution has spent r31.35 Lakhs on CSR. The underspend amount was due to a delay in signing the MOU with Pune Municipal Corporation and Himachal Pradesh Government for project implementation.

43 The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions in accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”.

44 Previous year figures have been regrouped wherever necessary.

In terms of our report attached For and on behalf of Board of Directors

For Dosi & JainFirm Registration No. 112435W Basant Kabra Shiva Kabra Chartered Accountants Managing Director Whole-time Director

Chandresh Gandhi Rahul Khettry Shama PawarPartner Chief Financial Officer Company SecretaryMembership No. 43172

Mumbai, May 25, 2016 Mumbai, May 25, 2016

F-45100 CONTROL PRINT LIMITED

Annual Report 2015-16

101

42 During the year, the Company has paid r41.03 Lakhs to Learning Link Foundation towards the Corporate Social Responsibility (CSR) activities in accordance with the Section 135 of the Companies Act, 2013. Out of it, the institution has spent r31.35 Lakhs on CSR. The underspend amount was due to a delay in signing the MOU with Pune Municipal Corporation and Himachal Pradesh Government for project implementation.

43 The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions in accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”.

44 Previous year figures have been regrouped wherever necessary.

In terms of our report attached For and on behalf of Board of Directors

For Dosi & JainFirm Registration No. 112435W Basant Kabra Shiva Kabra Chartered Accountants Managing Director Whole-time Director

Chandresh Gandhi Rahul Khettry Shama PawarPartner Chief Financial Officer Company SecretaryMembership No. 43172

Mumbai, May 25, 2016 Mumbai, May 25, 2016

INDEPENDENT AUDITOR'S REPORT ON CONSOLIDATED ANNUAL FINANCIAL RESULTS OF THE COMPANY

To

The Members of Control Print Limited

Report on the Consolidated Financial Statements

We have audited the Consolidated Annual Financial Statements of Control Print Limited ("the Holding Company") and its subsidiary company Liberty Chemicals Private Limited for the year ended March 31, 2017 attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Attention is drawn to the fact that the figures for the quarter ended March 31, 2017 and the corresponding quarter in the previous year as reported in these financial results are the balancing figures between audited figures in respect of full financial year and the published year to date figures upto the end of the third quarter of the current and previous financial year respectively. Also the figures up to the end of the third quarter for the current and previous financial year had only been reviewed and not subject to audit.

Management's Responsibility for the Financial Statements

The Holding Company's Board of Directors is responsible for the preparation of these Consolidated Financial Statements in terms of the requirements of the Companies Act, 2013 that give a true and fair view of the Consolidated financial position, Consolidated Financial Performance and Consolidated Cash Flows of the Holding Company and its Subsidiary in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Account) Rules, 2014. The respective Board of Directors are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets and preventing and detecting frauds and other irregularities, the selection and application of appropriate accounting policies. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and free from material misstatement due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statement based on our audit.

While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. These standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures on a test basis to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company and its subsidiary preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's Internal Control. An audit also include evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

We report that consolidated financial statements have been prepared by the Company's Management in accordance with the requirements of Accounting Standard (AS 21)-Consolidated Financial Statements specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

In our opinion and to the best of our information and according to the explanations given to us, these quarterly financial results as well as year to dated results which include the financial results of Liberty Chemicals Private Limited for the year ended March 31, 2017 -

(a) are presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, in this regard and

(b) give a true and fair view of the net profit and other financial information for the quarter ended March 31, 2017 as well as year to date results for the period April 01, 2016 to March 31, 2017.

As required by Section 143(3) of the Companies Act, 2013, with respect to the adequacy of the internal controls over financial reporting of the holding company & its subsidiary company incorporated in India & the operating effectiveness of such controls, refer to our separate Report in Annexure A.

For Dosi and JainChartered Accountants

Firm Registration No 112435W

Chandresh GandhiPlace: Mumbai PartnerDated: May 29, 2017 M. No 43172

91ANNUAL REPORT | 2016-17

F-46

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

Referred to the Independent Audit report of even date to the members of Control Print Limited on the consolidated financial

statements for the year ended March 31, 2017

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2017,

we have audited the internal financial controls over financial reporting of Control Print Limited (hereinafter referred to as "the Holding

Company") and its subsidiary company, which are companies incorporated in India, as of that date.

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the of the Holding company & its subsidiary company, which is a company incorporated in India,

are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting

criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These

responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating

effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company's policies, the

safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting

records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit.

We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the

"Guidance Note") issued by the ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section

143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of

Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan

and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was

established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over

financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining

an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing

and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected

depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements,

whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the

Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles. A company's internal financial control over financial reporting includes those policies and

procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of

the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made

only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the

company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or

92 CONTROL PRINT LIMITED

F-47

improper management override of controls, material misstatements due to error or fraud may occur and may not be detected. Also,

projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the

internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company & its subsidiary company, which is a company incorporated in India, have, in all material

respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial

reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by

the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters

Our aforesaid reports under Section 143(3) (i) of the Act on the adequacy and operating effectiveness of the internal financial controls

over financial reporting insofar as it relates to One (1) subsidiary company, which is a company incorporated in India, is based on our

corresponding report of such company incorporated in India.

For Dosi and Jain

Chartered Accountants

Firm Registration No 112435W

Chandresh Gandhi

Place: Mumbai Partner

Dated: May 29, 2017 M. No 43172

93

INDEPENDENT AUDITOR'S REPORT (CONSOLIDATED)

ANNUAL REPORT | 2016-17

F-48

CONSOLIDATED BALANCE SHEET AS AT MARCH , 201731

EQUITY AND LIABILITIES

ASSETS

Shareholders' Funds(a) Share Capital 1 1,567.23 1,567.23 (b) Reserves and Surplus 2 11,927.05 10,469.11

13,494.28 12,036.34 Non-Current Liabilities(a) Long Term Borrowings 3 - - (b) Deferred Tax Liability - Net 4 335.78 289.69(c) other Long Term Liabilities 5 67.53 67.53(c) Long Term Provisions 6 214.96 156.18

618.27 513.40Current Liabilities(a) Short - Term Borrowings 7 1,473.07 1,311.80 (b) Trade Payables 8 873.64 514.10 (c) Other Current Liabilities 9 1,116.34 1,017.38(d) Short- Term Provisions 10 849.91 650.39

4,312.96 3,493.67TOTAL 18,425.51 16,043.41

Non-Current Assets(a) Fixed Assets (i) Tangible Assets 11 4,502.89 3,977.41

(ii) Intangible Assets 520.54 133.98(iii) Capital Work in Progress 137.03 606.99

5,160.46 4,718.38

(b) Non- Current Investments 12 1,066.71 758.54 (c) Long Term Loans & Advances 13 184.96 315.51(d) Other Non- Current Assets 14 0.24 0.24

1,251.91 1,074.29Current Assets(a) Current Investments 15 3.04 3.04(b) Inventories 16 6,698.48 6,236.12 (c) Trade Receivables 17 3,997.80 3,640.93(d) Cash and Cash Equivalents 18 124.18 183.04 (e) Short-term Loans and Advances 19 1,189.53 187.08(f) Other Current Assets 20 0.11 0.53

12,013.14 10,250.74 TOTAL 18,425.51 16,043.41

Significant Accounting Policies and Notes to Accounts 31- 45The accompanying Notes are an Integral Part of these Financial Statements.

(` In Lacs)

NoteNo.

As atMarch 31, 2017

As atMarch 31, 2016

In terms of our report attached For and on behalf of the Board of Directors

For Dosi & JainChartered Accountants Basant Kabra Shiva Kabra Firm Registration No. 112435W Managing Director Whole-time Director

Chandresh GandhiPartner Rahul Khettry Reena Shah Membership No. 43172 Chief Financial Officer Company Secretary

Mumbai, May 29, 2017 Mumbai, May 29, 2017

Particulars

94 CONTROL PRINT LIMITED

F-49

I Revenue from Operations (Gross) 21 14,788.29 14,023.46

Less : Excise duty Refer Note Annex to 21 53.40 571.32

Revenue from operations (Net) 14,734.89 13,452.14

II Other Income 22 69.29 55.23

III Total Revenue (I+II) 14,804.18 13,507.37

IV Expenditure

Cost of Materials Consumed 23 3,994.45 3,763.04

Purchase of Stock-in- Trade 24 647.33 1,031.69

Manufacturing & Operating Costs 25 787.91 865.02

Changes in Inventories of Finished Goods,Work-in-Progress and Stock-in-Trade 26 560.23 (266.18)

Employee Benefit Expenses 27 2,772.16 2,622.81

Finance Costs 28 105.88 163.51

Depreciation and Amortisation Expense 397.83 288.25

Other Expenses 29 2,154.56 1,871.08

Total Expenses 11,420.35 10,339.22

V Profit before Exceptional and ExtraordinaryItems and Tax (III-IV) 3,383.83 3,168.15

VI Exceptional Items 30 (33.27) 161.03

VII Profit/Loss before Extraordinary items & Tax (V+VI) 3,350.56 3,329.18

VIII Extraordinary items (28.94) (67.41)

IX Profit/Loss Before Taxation ( VII-VIII) 3,379.50 3,396.59

X Tax Expense :

Current Tax 755.00 740.00

Deferred Tax 46.09 41.87

XI Profit/Loss After Taxation ( IX-X) 2,578.41 2,614.72

XII Earnings Per Equity Share of ` 10/- each

(1) Basic 16.45 16.92

(2) Diluted 16.45 16.68

The accompanying Notes are an Integral Part of these Financial Statements.

(` In Lacs)

NoteNo.

2016-17 2015-16

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2017

In terms of our report attached For and on behalf of the Board of Directors

For Dosi & JainChartered Accountants Basant Kabra Shiva Kabra Firm Registration No. 112435W Managing Director Whole-time Director

Chandresh GandhiPartner Rahul Khettry Reena Shah Membership No. 43172 Chief Financial Officer Company Secretary

Mumbai, May 29, 2017 Mumbai, May 29, 2017

Particulars

95ANNUAL REPORT | 2016-17

F-50

CONSOLIDATED CASH FLOW FOR THE YEAR ENDED MARCH 31, 2017

A. CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before Tax as per Statement of Profit and Loss 3,350.56 3,329.18

Adjusted for :

Depreciation and Amortisation (Net) 397.83 288.25

Deferred Revenue Expenditure 0.42 0.42

Forex Fluctuation (27.28) 12.40

(Profit) / Loss of Sale of Fixed Assets (Net) (82.19) 2.00

(Profit) / Loss of Investments (Net) (156.00) (161.03)

Finance Costs 105.88 163.51

Dividend Income (1.83) (9.01)

Interest Income (39.93) (4.14)

Corporate Social Responsibility Expenses 39.49 41.03

Foreign Exchange Translation Reserve 11.30 13.36

Operating Profit before Working Capital Changes 3,598.25 3,675.97

Adjustment for changes in :

(Increase)/Decrease in Trade Receivables (356.87) (950.24)

(Increase)/Decrease in Inventories (462.36) (627.39)

(Increase)/Decrease in Other Current Assets (1,000.14) (76.35)

Increase/(Decrease) Trade Payables 359.54 (247.54)

Increase/(Decrease) in Other Payables 161.25 (1.38)

Cash Generated from Operations 2,299.67 1,773.07

Coporate Social Responsibility Expenses (39.49) (41.03)

Taxes Paid (Net of refund of earlier years `126.59 Lacs, P.Y. NIL) (744.87) (938.73)

Prior period expenses / Adjustments, etc. 60.57 44.16

Net Cash from Operating Activities (Total – A) 1,575.88 837.47

(` In Lacs)

2016-17 2015-16Particulars

96 CONTROL PRINT LIMITED

F-51

B. CASH FLOW FROM INVESTING ACTIVITIES:

C. CASH FLOW FROM FINANCING ACTIVITIES:

(Purchase)/Sale of Fixed Assets ( Net) (739.09) (1,189.42)

(Purchase) / Sale of Investments (Net) (152.17) 426.33

Capital Advances / Pre operative expenses (19.08) 175.87

Forex Fluctuation 27.28 (12.40)

Interest Income 39.93 4.14

Dividend Income 1.83 9.01

Net Cash (Used in) Investing Activities (Total – B) (841.30) (586.47)

Issue of Equity Shares - 319.38

Application Money on Issuance of Share Warrants - (79.85)

Increase / (Decrease) in Borrowings 161.27 495.22

Final Dividend for F.Y. 2014-15 paid including Dividend Distribution Tax - (237.06)

Interim Dividend for F.Y. 2015-16 paid including Dividend Distribution Tax - (503.01)

Final Dividend for F.Y. 2015-16 paid including Dividend Distribution Tax (377.26) -

Interim Dividend for F.Y. 2016-17 paid including Dividend Distribution Tax (471.57) -

Finance Costs (105.88) (163.51)

Net Cash (Used in)/ from Financing Activities (Total – C) (793.44) (168.83)

Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) (58.86) 82.17

Opening Balance of Cash and Cash Equivalents 183.04 100.87

Closing Balance of Cash and Cash Equivalents 124.18 183.04

Notes:

Cash & Cash Equivalents at the end of the year represent Cash on Hand and Balances with Banks.

(` In Lacs)

Particulars

In terms of our report attached For and on behalf of the Board of Directors

For Dosi & JainChartered Accountants Basant Kabra Shiva Kabra Firm Registration No. 112435W Managing Director Whole-time Director

Chandresh GandhiPartner Rahul Khettry Reena Shah Membership No. 43172 Chief Financial Officer Company Secretary

Mumbai, May 29, 2017 Mumbai, May 29, 2017

2016-17 2015-16

97ANNUAL REPORT | 2016-17

F-52

SIGNIFICANT ACCOUNTING POLICIES

A.

The consolidated financial statements relate to Control Print Limited (‘the Company’) and its wholly - owned

subsidiary company - Liberty Chemicals Private Limited. The consolidated financial statements have been

prepared on the following basis:

(i) The financial statements of the Company and its subsidiary companies are combined on a line-by-line

basis by adding together the book values of like items of assets, liabilities, income and expenses, after

fully eliminating intra-group balances and intra-group transactions in accordance with Accounting

Standard (AS) 21 - “Consolidated Financial Statements”.

(ii) The difference between the cost of investment in the subsidiaries, over the net assets at the time of

acquisition of shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital

Reserve as the case may be.

(iii) As far as possible, the consolidated financial statements are prepared using uniform accounting policies

for like transactions and other events in similar circumstances and are presented in the same manner as

the Company’s separate financial statements.

B. Investments other than in subsidiaries and associates have been accounted as per Accounting

Standard (AS) 13 on “Accounting for Investments”.

C. Other Significant Accounting Policies

These are set out under “Significant Accounting Policies” as given in the Company’s separate financial

statements.

Principles of Consolidation

98 CONTROL PRINT LIMITED

F-53

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017CONSOLIDATED

99

1 SHARE CAPITAL

Authorised

20,000,000 (P. Y.: 20,000,000) equity shares of ` 10 each 2,000.00 2,000.00

Issued and subscribed

15,672,372 (Previous year: 15,672,372) equity shares of

` 10 each fully paid up 1,567.23 1,567.23

Reconciliation of fully As at March 31, 2017 As at March 31, 2016

paid equity shares Number of Share Number of Share

Shares Capital Shares Capital

As per Last Balance Sheet 15,672,372 1,567.23 9,848,248 984.82

Equity shares of ` 10 each issued

during the year - - 600,000 60.00

Bonus Shares of ` 10/- each issued

during the year - - 5,224,124 522.41

Balance at the end of year 15,672,372 1,567.23 15,672,372 1,567.23

Note : Of above 5,224,124 Equity Shares were alloted as fully paid up bonus share by Capitalization of

General Reserve by the Company on January 14, 2016.

Terms/ Rights attached to Equity Shares:

The company has only one class of equity shares having a par value of 10 per share. Each holder of equity

shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The

dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing

Annual General Meeting. In the event of liquidation of the company, the holders of equity shares will be entitled

to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will

be in the proportion to the number of equity shares held by the shareholders.

Details of shareholders holding more than 5% shares in the company.

Shareholder As at March 31, 2017 As at March 31, 2016

Number of % Number of %

Shares Shares

Silver Plastochem Private Limited 3,424,350 21.85% 3,349,350 21.37%

Shiva Kabra 1,574,150 10.04% 1,599,150 10.20%

Pushpa Kabra 1,421,231 9.07% 1,446,231 9.23%

India Max Investment Fund Limited 867,102 5.53% 1,184,727 7.56%

Basant Kabra 699,132 4.46% 945,132 6.03%

(` In Lacs)

As atMarch 31, 2017

As atMarch 31, 2016 Particulars

ANNUAL REPORT | 2016-17

F-54

Particulars As at As at

March 31, 2017 March 31, 2016

Capital Reserve

Balance as per Last Account 83.56 83.56

Securities Premium Account

Balance as per Last Account 2,303.86 2,044.48

Add/(Less): Additions During the year - 2,303.86 259.38 2,303.86

General Reserve

Balance as per Last Account 999.12 1,521.53

(Less) Utilised for issuance of

fully paid up Bonus Shares - 999.12 (522.41) 999.12

Surplus in the statement of Profit and Loss

Balance as per Last Account 7,082.57 5,335.48

Add/(Less): Net Profit /( Net Loss) for the year 2,578.41 2,614.72

Less Appropriations:

Interim Dividend ` 2.50/- per Share (391.81) (417.93)

(Previous Year ` 4/- per share)

Proposed Final Dividend ` 3.50/- per share (548.53) (313.45)

(Previous year ` 2/- per share)

Dividend Distribution Tax on Interim Dividend (79.76) (85.08)

Dividend Distribution Tax on Proposed Final Dividend (111.67) (64.53)

Transfer to Exchange Fluctuation Translation reserve 11.30 13.36

Net Surplus in the Statement of Profit and Loss 8,540.51 7,082.57

Total Reserves and Surplus 11,927.05 10,469.11

2 RESERVES AND SURPLUS

(` In Lacs)

100 CONTROL PRINT LIMITED

F-55

Particulars As at As at

March 31, 2017 March 31, 2016

Secured :

Others - -

- -

Related to Fixed Assets 335.78 289.69

Net Deferred Tax Liability 335.78 289.69

Other Liabilities 67.53 67.53

67.53 67.53

Provision for Compensated Absences 94.68 65.48

Provision for Gratuity 120.28 90.70

214.96 156.18

Secured :

Working Capital Loan from Bank 1,473.07 1,311.80

1,473.07 1,311.80

Note - Working Capital Loan from ICICI Bank is secured by hypothecation of present and future stock, book debts and first charge on immovable property located at Guwahati, Assam & Mumbai, Maharashtra & Personal Guarantee of the Managing Director and Wholetime Director.

Total Outstanding Dues to Micro Enterprises and Small Enterprises 112.92 56.66

Total Outstanding Dues to Creditors other than Micro Enterprises 760.72 457.44

and Small Enterprises 873.64 514.10

3 LONG TERM BORROWINGS

4 DEFERRED TAX LIABILITY - NET

5 OTHER LONG TERM LIABILITIES

6 LONG TERM PROVISIONS

7 SHORT TERM BORROWINGS

8 TRADE PAYABLES

Note- The above information has been determined to the extent of such parties could be identified on the basis of information available with the company regarding the status of the supplier under the MSMED Act, 2006.

(` In Lacs)

101

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ANNUAL REPORT | 2016-17

F-56

As at As at

March 31, 2017 March 31, 2016

Principal amount due and remaining unpaid (Since Paid) 112.92 56.66

Interest due on above and the unpaid interest - (*)

Interest paid on Payment made beyond the appointed day during the year - -

Interest due and payable for the period of delay - -

Interest accrued and remaining unpaid - -

Amount of further interest remaining due and payable in - -

succeeding years

* Interest is waived by the concerned suppliers

Statutory Dues 86.78 106.77

Unclaimed Dividends 52.07 33.55

Other Payables 753.75 738.11

Income Received in Advance 223.74 138.95

1,116.34 1,017.38

Provision for Compensated Absences 18.11 15.86

Provision for Gratuity 14.13 12.89

Provision for Income Tax * 157.47 244.38

Proposed Dividend 548.53 313.45

Tax on Proposed Dividend 111.67 63.81

849.91 650.39

* Net of advance tax ` 2,127.53 Lacs (P. Y. ` 1,672.20 Lacs)

Particulars

9 OTHER CURRENT LIABILITIES

10 SHORT-TERM PROVISIONS

(` In Lacs)

102 CONTROL PRINT LIMITED

F-57

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103

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ANNUAL REPORT | 2016-17

F-58

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104 CONTROL PRINT LIMITED

F-59

Particulars As at As at

March 31, 2017 March 31, 2016

Number of ` in Lacs Number of ` in Lacs

Investment in Equity Shares Shares Shares

(Quoted - Shares of ` 10/- each unless otherwise specified)

Aditya Birla Nuvo Limited 12,313 248.04 36,513 751.82

Aditya Birla Fashion and Retail Limited - - 189,867 6.59

Arvind Smartspace Limited - - 20,000 0.13

Arvind Limited 62,000 234.30 - -

RBL Bank Ltd 100 0.39 - -

EIH Limited (Face Value per share ` 2/- each) 1,000 1.15 - -

GIC housing Finance Limited 158,990 430.97 - -

Inox Leisure Limited 63,131 151.86 - -

Investment in Equity Shares 1,066.71 758.54

Total Non- Current Investments 1,066.71 758.54

Aggregate Amount of Quoted Investments 1,066.71 758.54

Market Value of Quoted Investments 1,195.82 594.49

Capital Advances 109.75 90.67

Security Deposits ( Unsecured, considered good) 46.00 61.90

Deposits with Related Parties 13.80 13.80

Advance tax paid - 147.24

Loan to Employees 14.32 1.90

Prepaid Expenses 1.09 -

184.96 315.51

Others 0.24 0.24

0.24 0.24

12 NON - CURRENT INVESTMENTS

13 LONG-TERM LOANS AND ADVANCES

14 OTHER NON - CURRENT ASSETS

(` In Lacs)

105

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ANNUAL REPORT | 2016-17

F-60

Particulars As at As at

March 31, 2017 March 31, 2016

Investment in Mutual Fund - Kotak Flexi Debt Scheme - Growth 3.04 3.04

3.04 3.04

Raw Materials & Components 4,528.50 3,400.01

Raw Materials -in Transit 1.57 41.26

Work-in- Process 109.32 257.02

Finished goods (Others than those acquired for trading) 665.77 988.28

Stock in Trade 1,322.36 1,442.04

Branch inventory (Net of inventory Reserve Account) 70.96 107.51

6,698.48 6,236.12

Details of Inventories: Quantity ` In Lacs ` In Lacs(Nos.) (Nos.)

Coding & Marking Systems 1,749 1,546.92 1,732 1,346.93

Consumables, Spares & Raw Materials 5,019.00 4,564.82

Work in Progress 109.32 257.02

Branch inventory (Net of inventory Reserve Account) 23.24 67.35

Total Inventories 6,698.48 6,236.12

(Unsecured, considered good)

Over Six Months 885.29 717.30

Others 3,112.51 2,923.63

3,997.80 3,640.93

(i) Cash and Cash equivalents

(a) Balances with banks In Current Accounts 2.33 59.25

(b) Cash on Hand 1.60 2.59

(c) Balances with Sri Lanka Branch Bank Accounts 12.90 0.71

(ii) Other Bank Balances

(a) Unclaimed Dividend Accounts 52.07 33.55

(b) Balances with Banks to the extent held as Margin Money 55.28 86.94

124.18 183.04

15 CURRENT INVESTMENTS

16 INVENTORIES

17 TRADE RECEIVABLES

18 CASH & BANK BALANCES

Quantity

(` In Lacs)

106 CONTROL PRINT LIMITED

F-61

Particulars As at As at

March 31, 2017 March 31, 2016

Loan to Employees 6.76 5.86

Advances to Employees 6.81 17.77

Prepaid Expenses 80.49 54.37

Balances with Customs & Central Excise Authorities 70.04 62.13

Security Deposits ( Unsecured,considered good) 2.08 8.58

Transport Subsidy receivable 7.93 36.73

Insurance Subsidy Receivable 3.55 -

Interest Subsidy Receivable 33.78 -

Cenvat Duty Receivable 787.00 -

Advance Payment Against Sales Tax Assessments 50.18 -

Other Advances / Claims etc. 140.91 1.64

1,189.53 187.08

Current portion of unamortized Expenses 0.11 0.53

0.11 0.53

Sale/Service of/from Manufactured Products 12,291.50 11,714.47

Sale of Stock - in - Trade 981.61 1,080.91

Sale of Services 1,298.97 1,073.73

Other Operating Revenues * 216.21 154.35

14,788.29 14,023.46

Less: Excise duty ** 53.40 571.32

14,734.89 13,452.14

19 SHORT-TERM LOANS AND ADVANCES

20 OTHER CURRENT ASSETS

21 REVENUE FROM OPERATIONS

* Other Operating Revenues includes sum of ` 200.74 Lacs (P.Y. ` 143.89 Lacs) on account of Sales Tax Remission by way of Government Grant under the Assam Industrial Policy. The prescribed conditions have been met and eligibility certificate is applied as per the policy.

** The Company has claimed refund of excise duty (Special rate) under Notification Number CE-20/2007 dated April 25, 2007, Claim amount for FY 2015-16 has been considered and shown as Cenvat Duty Receivable F.Y. 2015-16 under the head Exceptional Item (Ref. Note No. 30)

(` In Lacs)

107

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ANNUAL REPORT | 2016-17

F-62

(` In Lacs)

Particulars

(Nos.) (` In Lacs) (Nos.) (` In Lacs)

Sale of Products comprises:

Manufactured Goods

Coding & Marking Systems 1,727 2,659.91 1,798 2,609.87

Consumables, Spares & Others 9,631.59 9,104.60

Total - Sale of Manufactured Goods (A) 12,291.50 11,714.47

Traded Goods

Coding & Marking Systems 106 57.73 46 39.39

Consumables, Spares & Others 923.88 1,041.52

Total - Sale of Traded Goods (B) 981.61 1,080.91

Total - Sale of Products (A+B) 13,273.11 12,795.38

OTHER OPERATING REVENUES

Duty Drawback Receipts 2.97 8.75

Remmission on Sales Tax 200.74 143.90

Sale of Scrap 12.50 1.70

Total - Other Operating Revenues 216.21 154.35

a) Interest from Banks & Others (Net) 39.93 4.14

(TDS ` 0.45 Lacs PY ` 0.31 Lacs )

b) Dividend from Long Term Investments 1.83 9.01

c) Misc. Receipts 0.10 2.08

d) Profit on sale of Fixed Assets (Net) 0.15 -

e) Gain on Foreign Exchange Fluctuations (Net) 27.28 -

f) Excess provisions written back - 40.00

69.29 55.23

Opening Stock 3,400.01 2,993.33

Add: Purchases 5,122.94 4,169.72

8,522.95 7,163.05

Less: Closing Stock 4,528.50 3,400.01

Cost of Material Consumed 3,994.45 3,763.04

Cost of Materials Consumed: ( ` In Lacs) % of ( ` In Lacs) % of Consumption Consumption

Imported 1,199.03 30.02% 1,087.60 28.90%

Indigenous 2,795.42 69.98% 2,675.44 71.10%

3,994.45 100.00% 3,763.04 100.00%

Quantity 2016-17 Quantity 2015-16

22 OTHER INCOME

23 COST OF MATERIALS CONSUMED

108 CONTROL PRINT LIMITED

F-63

Particulars

Purchase of Traded Goods 647.33 1,031.69

647.33 1,031.69

Quantity ( ` In Lacs) Quantity ( ` In Lacs) Details of Purchase of Traded Goods: (Nos.) (Nos.)

Coding & Marking Systems 137 95.55 149 167.28

Consumables, Spares, Raw Materials & Others 551.78 864.41

647.33 1,031.69

Power & Fuel Expenses 38.63 42.16

Other Manufacturing Expenses 201.77 157.18

Royalty/Technical services Expenses 547.51 665.68

787.91 865.02

Inventories at the end of the year:

Work-in-Process 109.32 257.02

Stock-in-Trade 1,322.36 1,442.04

Finished Goods 665.77 2,097.45 958.62* 2,657.68 * Net of Excise

Inventories at the beginning of the year:

Work-in-Process 257.02 366.11

Stock-in-Trade 1,442.04 1,375.10

Finished Goods 958.62 650.29

2,657.68 2,391.50

Net Increase / (Decrease) 560.23 (266.18)

Salaries, Wages and Bonus * 2,396.00 2,207.72

Contribution to Provident and Other funds 96.93 79.56

Staff Welfare Expenses 109.23 165.53

Commission to Directors 170.00 170.00

2,772.16 2,622.81

2016-17 2015-16

24 PURCHASE OF STOCK-IN-TRADE

25 MANUFACTURING & OPERATING COSTS

26 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE

27 EMPLOYEE BENEFIT EXPENSES

(` In Lacs)

* Expenses recognised on account of Defined Plan & Long Term Compensated Absences ` 30.82 lacs & ` 31.45 lacs respectively[PY 20.29 lacs and (` 1.80) lacs respectively]

109

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ANNUAL REPORT | 2016-17

F-64

Particulars 2016-17 2015-16

Interest on Cash Credit & Others 110.70 136.72

Bank Commission & Charges 20.60 26.53

Interest Subsidy (25.42) -

Interest on Vehicle Loan - 0.26

105.88 163.51

Rent 156.74 138.19

Rates & Taxes 44.30 43.56

Printing & Stationery 58.67 66.86

Auditor's Remuneration: 28.91 28.80

Legal Charges 72.59 111.65

Professional Consultancy Charges 278.11 181.60

Directors Sitting Fees 5.76 6.64

Communication Charges 97.20 98.02

Insurance Charges 4.05 6.80

Conveyance Expenses 115.44 119.96

Loss on Sale of Fixed Assets (Net) - 2.00

General Expenses 104.64 105.77

Vehicle Expenses 50.16 52.49

Repairs to Building 37.83 13.97

Repairs to Plant & Machinery 73.91 32.47

Repairs & Maintenance- Others 60.47 44.98

Electricity Charges 43.60 36.38

Travelling Expenses 409.74 349.42

Sales and Market Promotion Expenses 113.01 120.54

Freight & Other Expenses 341.19 218.99

Corporate Social Responsibility Expenses 39.49 41.03

Loss on Foreign Exchange Fluctuations (Net) - 12.40

Preliminary Expenses Written Off 0.42 0.42

Bad Debts Written Off (Net) 18.33 38.14

2,154.56 1,871.08

28 FINANCE COSTS

29 OTHER EXPENSES

(` In Lacs)

110 CONTROL PRINT LIMITED

F-65

Particulars 2016-17 2015-16

Profit on Sale of Investments 156.00 161.03

Profit on Sale of Office Premises 82.04

Inventory Written Off (539.17)

Cenvat Duty Receivable for F.Y. 2015-16 293.21

Interest on sales tax Amnesty Scheme - Govt. of Maharashtra (33.71)

Interest Subsidy for F.Y. 2015-16 8.36

(33.27) 161.03

(i) Statutory Audit Fees 15.51 14.87

(ii) Limited Review 2.00 2.28

(iii) Tax Audit Fees 3.22 2.92

(iv) Cost Audit Fees 1.78 1.65

(v) Certification Charges 4.05 3.31

(vi) Advisory Services 2.35 3.20

(vii) In Other Capacity - 0.57

28.91 28.80

(i) Capital Goods 67.53 19.04

(ii) Raw Material 1,631.75 1,518.33

(iii) Finished Goods 251.71 451.02

i) Travelling 51.26 24.90

ii) Royalty 495.03 555.59

iii) Professional fees 19.40 67.67

iv) Technical Know How Fees 175.55 122.41

v) Others 0.63 5.99

741.87 776.56

FOB Value of Exports 266.49 248.62

266.49 248.62

30 EXCEPTIONAL ITEMS

31 PAYMENT TO AUDITORS INCLUDE

32 CIF VALUE OF IMPORTS IN RESPECT OF

33 EXPENDITURE IN FOREIGN CURRENCY

34 EARNINGS IN FOREIGN EXCHANGE

(` In Lacs)

111

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ANNUAL REPORT | 2016-17

F-66

Particulars 2016-17 2015-16

Profit after taxation ( ` in Lacs) 2,578.41 2,614.72

Weighted average number of shares Outstanding 15,672,372 15,451,061

Earnings per share - Basic in ` 16.45 16.92

Weighted average number of shares Outstanding 15,672,372 15,672,372

Earnings per share - Diluted in ` 16.45 16.68

Face value per share in ` 10.00 10.00

Related Party Disclosures required under AS – 18 are given below:

I Name of the Related Parties Relationship

Silver Plastochem Pvt. Ltd. Where control exists

Key Management Personnel Mr. Basant Kabra

Mr. Shiva Kabra

Ms. Nyana Sabharwal

II Transactions during the year with Related Parties:

Nature of Transaction Name of Party

Rent paid Silver Plastochem Pvt. Ltd. 63.29 60.54

Remuneration excluding Commission Executive Directors 128.27 146.29

Commission to Executive Directors Executive Directors 170.00 170.00

Directors Sitting Fees Non - Executive Directors 5.40 6.10

Personal guarantees given by Mr. Basant Kabra and Mr. Shiva

Kabra, Directors of Company for the working capital Loans

sanctioned by Bank to the Company.

III Balances as on March 31, 2017 :

Security Deposit to Silver Plastochem Private Limited 13.80 13.80

Interest Free Loan to Liberty Chemicals Private Limited,

Wholly Owned Subsidiary Company. 29.69 22.60

35 EARNINGS PER SHARE

36 RELATED PARTY DISCLOSURES

(` In Lacs)

112 CONTROL PRINT LIMITED

F-67

March 31, 2017 March 31, 2016

(i) Contingent Liabilities

(A) Counter Guarantees given by the company to the bank 212.60 148.75

against the Bank Guarantees

(B) Demands against the Company not acknowledged as

debts in respect of :-

1) Central Sales Tax Assessment for the Financial Year - 9.25

2007-08, against which Company has preferred an appeal

to Joint Commissioner of Sales Tax (Appeals) Mumbai *

2) Central Sales Tax Assessment for the Financial Year - 40.582008-09, against which Company has preferred an appeal to Joint Commissioner of Sales Tax (Appeals) Mumbai *

3) Central Sales Tax Assessment for the Financial Year - 69.042009-10, against which Company has preferred an appeal to Joint Commissioner of Sales Tax (Appeals) Mumbai *

* Sales Tax Demands were settled during the year under Amnesty Scheme of Maharashtra Settlement of Arrears In Disputes Act, 2016.

4) Central Sales Tax Assessment for the Financial Year 51.04 *2010-11, against which the Company has preferred an appeal to Deputy Commissioner of Sales Tax (Appeals) Mumbai and has obtained Stay Order * (Net of tax paid ` 44 lacs)

(C) The company is in arbitration proceedings with Videojet INC.,

USA and the amount is not ascertainable pending the outcome

of the matter.

(ii) Commitments

Estimated amount of contracts remaining to be executed on 132.70 466.70

capital account (net of Advances)

Disclosure of holding as well as dealing in specified bank notes during the period 08.11.2016 to 30.12.2016 isas follows :

Particulars As at As at

37 CONTINGENT LIABILITIES AND COMMITMENTS

38

(` In Lacs)

Denomination NumberTotal

Amount

500

1000

1137

119

568,500

119,000

687,500Total

(Amount `)In

113

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ANNUAL REPORT | 2016-17

F-68

39

40

41

42

43

44

45

Financials of the Sri Lanka Branch of the Company for the year ended March 31, 2017 amounting to loss of

49.99 Lacs have been consolidated with the Standalone results under the non - Intergral method of AS-11

on the effects of changes in the Foreign exchange Rates.

The Company has issued Confirmation to its Debtors and Creditors which are in the process of being reverted

by the parties thereof.The process of reconciliation of the balances is on progress.

The Company operates in a single Reportable segment, viz Coding & Marking Solutions and Consumables

thereof.

In the opinion of the Board, the Current Assets, Loans and Advances have a value on realisation not less than

what have been stated in the Balance Sheet and Provision of all known Liabilities have been made.

During the year Company has paid 39.49 lacs (P.Y. 41.03 lacs) towards the corporate social responsibility

activities in accordance with the section 135 of the Companies Act, 2013. The Company could not spend

entire 2% of its average profit of last three years due to non feasibility of the proposed rural development

project in Nalagarh.

The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis

by adding together the book values of like items of assets, liabilities, income and expenses, after fully

eliminating intra-group balances and intra-group transactions in accordance with Accounting Standard (AS)

21 - “Consolidated Financial Statements”.

Previous year figures have been regrouped wherever necessary.

In terms of our report attached For and on behalf of the Board of Directors

For Dosi & JainChartered Accountants Basant Kabra Shiva Kabra Firm Registration No. 112435W Managing Director Whole-time Director

Chandresh GandhiPartner Rahul Khettry Reena Shah Membership No. 43172 Chief Financial Officer Company Secretary

Mumbai, May 29, 2017 Mumbai, May 29, 2017

114 CONTROL PRINT LIMITED

F-69

F-70

F-71

F-72

119

DECLARATION

Our Company certifies that all relevant provisions of Chapter VIII read with Schedule XVIII of the SEBI ICDR Regulations have been complied with and no statement made in this Placement Document is contrary to the provisions of Chapter VIII and Schedule XVIII of the SEBI ICDR Regulations and that all approvals and permissions required to carry on our business have been obtained, are currently valid and have been complied with. Our Company further certifies that all the statements in this Placement Document are true and correct.

Signed by

_____________________

Shiva Kabra

Joint Managing Director

Date: January 4, 2018

Place: Mumbai

120

DECLARATION IN ACCORDANCE WITH FORM PAS - 4

We the Board of Directors of our Company certify that:

(a) our Company has complied with the provisions of the Companies Act, 2013 and the rules made thereunder;

(b) the compliance with the Companies Act, 2013 and the rules does not imply that payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government; and

(c) the monies received under the offer shall be used only for the purposes and objects indicated in the Placement Document (which includes disclosures prescribed under Form PAS - 4).

Signed by

_____________________

Shiva Kabra

Joint Managing Director

I am authorized by the Capital Raising Committee, a committee of the Board of Directors of our Company, vide resolution number one dated January 4, 2018 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form.

Signed by

_____________________

Shiva Kabra

Joint Managing Director

Date: January 4, 2018

Place:Mumbai

121

CONTROL PRINT LIMITED

Registered Office of the Issuer

C-106, Hind Saurashtra Industrial Estate, Andheri-Kurla Road, Marol Naka,

Andheri (East), Mumbai 400059, India; Tel: +91 22 28599065; Fax: + 91 22 66938900

Website: www.controlprint.com; CIN: L22219MH1991PLC059800

Contact Person: Rahul Khettry; Email: cfo@controlprint.com

Address of the Compliance Officer

C-106, Hind Saurashtra Industrial Estate, Andheri-Kurla Road, Marol Naka,

Andheri (East), Mumbai 400059, India Tel: +91 22 28599065; Fax: + 91 22 66938900

Website: www.controlprint.com; CIN: L22219MH1991PLC059800

Contact Person: Reena Shah; Email: companysecretary@controlprint.com

BOOK RUNNING LEAD MANAGER

Fortress Capital Management Services Private Limited

Daryanagar House 2nd Floor 69, Maharishi karve road

Marine Lines Mumbai, 400 002 India

DOMESTIC LEGAL ADVISOR TO THE ISSUE

M/s Juris Matrix Partners LLP (Advocate & Solicitors),

302, Apeejay House, 130, Bombay Samachar Marg, Fort, Mumbai – 400 001

STATUTORY AUDITORS

M/s. Jhawar Mantri & Associates, Chartered Accountants

217, Great Eastern Galleria, Plot No. 20, Sector 4, Nerul, Navi Mumbai 400706