Henkel India Limited .Information Memorandum Henkel India Limited LISTING The Equity Shares of Henkel

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  • Information Memorandum Henkel India Limited

    HENKEL INDIA LIMITED

    INFORMATION MEMORANDUM FOR LISTING OF 11,64,54,271

    EQUITY SHARES OF RS. 10/- EACH

    Regd. Office: No.3, Cenotaph Road, Teynampet, Chennai 600 018.

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  • Information Memorandum Henkel India Limited

    HENKEL INDIA LIMITED

    (Incorporated as a Public Limited Company on 29th day of September 1916 under the name and style THE CALCUTTA CHEMICAL COMPANY LIMITED under the provisions of the Indian Companies Act, 1913, in the state of West Bengal. The Registered Office of the Company was, with due approvals, shifted to the State of Tamil Nadu with effect from 18th September 2003, subsequently the name of the Company was changed to HENKEL INDIA LIMITED with effect from 24th day of August 2004.)

    Regd. Office:No.3, Cenotaph Road, Teynampet, Chennai 600 018. Tel.: 044-24330089 Fax: 044-24344731

    Website: www.henkel-india.com E-mail: rajeeva_prakash@henkel-india.com

    INFORMATION MEMORANDUM FOR LISTING OF 11,64,54,271* EQUITY SHARES OF RS.10 EACH

    GENERAL RISKS Investment in equity and equity-related securities involve a degree of risk and investors should not invest in the equity shares of Henkel India Limited unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the shares of Henkel India Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved. The securities have not been recommended or approved by Securities Exchange Board of India (SEBI) not does SEBI guarantee the accuracy of this document. ABSOLUTE RESPONSIBILITY OF HENKEL INDIA LIMITED Henkel India Limited having made all reasonable inquiries, accepts responsibility for and confirms that this Information Memorandum contains all information with regard to Henkel India Limited, which is material, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. *excludes 10,200 shares kept in abeyance before allotment due to legal disputes.

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    http://www.henkel-india.com/mailto:rajeeva_prakash@henkel-india.com

  • Information Memorandum Henkel India Limited

    LISTING The Equity Shares of Henkel India Limited is proposed to be listed on The Stock Exchange, Mumbai, Calcutta Stock Exchange Limited and Madras Stock Exchange Limited. The existing equity shares of Henkel India Ltd. have been listed with Calcutta Stock Exchange Ltd since 1975. SHARE TRANSFER AGENT Cameo Corporate Services Limited Subramanian Building, V Floor No.1, Club House Road Chennai 600 002. Tel: 044-28460390 95 (5 lines) Fax: 044-28460129 - Grams: CAMEO

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  • Information Memorandum Henkel India Limited

    TABLE OF CONTENTS

    S. No. TOPIC Page No.

    Glossary of Terms/ Abbreviations 5 Risk Factors 6

    I. General Information 8 II. Capital Structure 12 III. Objects of The Scheme of Amalgamation 17 IV. History 16 V Business 21

    VI. Products 24 VII. Management of the Company 27 VIII. Management Discussion & Analysis of the Financial

    Condition and Result of Operations as reflected in the Financial Statements

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    IX. Financial Information of Henkel India Limited and other Group Companies 40

    X. Particulars regarding the Companies under the same management.

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    XI. Outstanding Litigation, Defaults and Material Developments 55

    XII. Government Approvals 56 XIII Manpower Requirements 58 XIV. Other Regulatory Disclosures 58 XV. Dividend Policy 59 XVI. Main Provisions of the Articles of Association 59

    XVII. Material Contracts and Documents 94 XVIII. Declaration 95

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  • Information Memorandum Henkel India Limited

    GLOSSARY OF TERMS/ ABBRIVIATIONS

    Articles/ Articles of Association Articles of Association of Henkel India Limited Auditors The Statutory Auditors of Henkel India Limited Banker(s) to the Company The Bankers of Henkel India Limited Board of Directors/ Board/ Directors The Board of Directors of Henkel India Limited BSE The Stock Exchange, Mumbai CDSL Central Depository Services (India) Limited Companies Act The Companies Act, 1956, as amended from

    time to time CSE The Calcutta Stock Exchange Assn. Ltd DSE Designated Stock Exchange EPS Earnings per equity share Equity Shares Equity shares of the Company of Rs.10 each

    unless otherwise specified in the context thereof

    Financial year/ fiscal/ FY The twelve months ended March 31 of a particular year

    HUF Hindu Undivided Family Information Memorandum This document as filed with the Stock Exchanges

    is known as and referred to as the Information Memorandum

    I.T. Act The Income-tax Act, 1961, as amended from time to time, except as stated otherwise

    Memorandum/ Memorandum of Association

    The Memorandum of Association of Henkel India Limited

    MSE The Madras Stock Exchange Limited NAV Net Asset Value NSDL National Securities Depository Limited RBI Reserve Bank of India ROC Registrar of Companies, Tamilnadu, Chennai. SEBI The Securities and Exchange Board of India

    constituted under the SEBI Act SEBI Act Securities and Exchange Board of India Act,

    1992, as amended from time to time SEBI Guidelines SEBI (Guidelines for Disclosure and Investor

    Protection) 2000 issued by SEBI effective from January 27, 2000, as amended, including instructions and clarifications issued by SEBI from time to time.

    Stock Exchanges BSE, Madras Stock Exchange Limited and Culcutta Stock Exchange Association Limited.

    Transferor Company HENKEL SPIC INDIA LIMITED HSIL

    Transferee Company HENKEL INDIA LIMITED HIL

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  • Information Memorandum Henkel India Limited

    RISK FACTORS Risk envisaged by the Management: A. Risks Internal to the Company 1. Risks relating to business operations The operations of the Company are subject to the assumptions in demand and supply position in terms of quantity and price of raw material and finished goods. B. Risks External to the Company 1. International presence in the Indian consumer Market is gaining ground

    and product prices continue to reduce. Management Perception The Company carries appropriate sensitive analysis of various assumption while drawing the business plans so as to minimize the risk relating, which may be cause due to sudden change in various assumption considering for drawing the business plan. 2. Unchecked import of cheap products may also affect the sales of the

    Company. Management Perception The company proposes to address this risk by focused efforts to reduce the costs of operations and match the ever growing consumer expectations both in terms of the quality of the products and services, persuading the Government to take appropriate and effective steps to check the import of substandard and cheap products. The Government has already imposed anti-dumping duty on import of various products. These measures will help the company in addressing the above risk. 3. Unfavourable trends in import tariffs on key raw materials and products may adversely impact the cost structure and/or selling prices of some of the products in the domestic markets thereby potentially affecting margins. Management Perception In view of India's commitment to WTO to reduce tariffs to WTO bound rates, the impact of tariffs is not likely to be substantial in the future. 4. The weakness lies in the competition envisaged from companies with lower cost structure in the developing world, the market for sale of the products manufactured by Henkel India Ltd is subject to price fluctuations owing to changes in the domestic demand, export, import, and production level of other competitors.

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  • Information Memorandum Henkel India Limited

    During the year 2003 2004 the company witnessed the breaking of various records, viz., highest bar production, highest zeolite production, highest zeolite export, highest cleanser production and over all highest year production. Hence these competitions envisaged can be adequately overcome. Note to risk factors:-

    As per the Scheme of amalgamation, approved by the Hon'ble High Court of Judicature at Chennai, vide order dated 26.04.2005, the entire running business of the transferor company (HENKEL SPIC INDIA LIMITED) is being transferred to the transferee company [HENKEL INDIA LIMITED (formerly CALCUTTA CHEMICAL COMPANY LIMITED)] and the same will be carried on by the transferee company on a going concern basis. Accordingly all the above risks are being addressed and will continue to be so addressed by the transferee company also and the company does not foresee any adverse impact on the business of the company in future on this account.

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