"Draft Offer Document"

"Draft Offer Document"

EXCEL INFOTECH LIMITED

(Incorporated under the Companies Act, 1956 on September 14,1992 in the State of New Delhi as a Public Limited Company and obtained the Certificate for Commencement of Business on October 7, 1992 )

Registered Office: D-147,Okhla Industrial Area,Phase-1 New Delhi 110 020

Tel: 011-6815393/94/95/96 Fax : 011- 6815391 Website: www.excelbiz.com

(Formerly situated at E-45/7, Okhla Industrial Area, Phase -I New Delhi - 110 020)

Corporate Office: 910,Ansal Bhawan, 16 K.G. Marg, New Delhi 110 001

Tel:011-3752586/90/91 Fax :011-3752645 Website: www.excelbiz.com

Public Issue of 1,14,00,000 equity shares of Rs. 5/- each at a premium of Rs.**each (i.e. Price of Rs.*** per Equity Share) aggregating Rs. -------crores (referred to as the "Issue"). The issue includes a Book Built Portion of 1,02,60,000 equity shares and Fixed Price Portion of 11,40,000 equity shares.

The Offer is made through the 90% Book Building Scheme. Not more than 60% of the Offer size (68,40,000 equity shares ) shall be available for allocation on a discretionary basis to the Institutional buyers and not less than 15% of the Offer size (17,10,000 equity shares) shall be available for allocation to on proportionate basis to Non Institutional Investors subject to valid bids being received from them at or above the issue price. The balance 17,10,000 equity shares (not less than 15% of the Offer Size ) shall be made available for allocation on proportionate basis to the retail investors.

The fixed Price Portion of the Offer will constitute a minimum of 10% of the Offer

( 11,40,000 Equity Shares ) on proportionate basis to the retail investors.

RISK IN RELATION TO FIRST OFFER

This being the first Public Issue of the Equity Shares of Excel Infotech Limited, there has been no formal market for the equity shares of the Company. The Issue price (has been determined and justified by the Lead Manager and the Issuer Company as stated under "Basis of Issue Price" on Page No. **) should not be taken to be indicative of the market price of the equity shares after the equity shares are listed. No assurance can be given regarding an active or sustained trading in the equity shares of the Company nor regarding the price at which the equity shares will be traded after listing.

 

GENERALRISKS

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Document. The attention of Investors is drawn to the statement of Risk Factors appearing on Page No-- of the Offer Document.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Draft Offer Document contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Draft Offer Document 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 document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING ARRANGEMENTS

The shares are proposed to be listed on The Delhi Stock Exchange Association Ltd. (DSE) (The 'Regional Stock Exchange"), The Mumbai Stock Exchange (BSE) and the National Stock Exchange of India Limited (NSE) and in principle approval for listing obtained from these stock exchanges.

BOOK RUNNING LEAD MANAGER TO THE ISSUE

UTI Bank Limited

SEBI Regn. INM000006104

Maker Tower ‘F’, 13th Floor,

Cuffe Parade, Colaba, Mumbai 400 005

Tel: (022) 218 9106/7/8/9, Fax: (022) 2181429

Email : tejal.mamtora@utibank.co.in

 

REGISTRAR TO THE ISSUE

Karvy Consultants Limited.

SEBI Regn: INM 000008365

"Karvy House" 46, Avenue ,4

Street No. 1, Banjara Hills

Hyderabad : 500 034

Tel : (040) 3312454/3320751/3320251

Fax : (040) 3311968

Email : karvyhyd@karvy,com

ISSUE SCHEDULE

Bid opens on : Fixed Price and Book Built Portion Opens on :

Bid closes on : Fixed Price and Book Built Portion Closes on :

 

 

INDEX

No.

Title

 

1

Definitions/ Abbreviations

 

2

Risk Factors and Management Perception thereof

 

3

Highlights

 

A

PART I

 

1

General Information

 

2

Capital Structure

 

3

Terms of the present offer

 

4

Tax Benefits

 

5

Particulars of the Issue

 

6

Company, Management and Project

 

7

Schedule of Implementation

 

8

The Products

 

9

Future Prospects

 

10

Stock Market Data

 

11

Management Discussion and Analysis of the Financial Condition and Results of the Operations as reflected in the Financial Statements.

 

12

Financial of Group Companies.

 

13

Promise vis-a vis Performance

 

14

Future Projections

 

15

Basis for price issue

 

16

Outstanding Litigation or defaults

 

B

PART II

 

1

General Information

 

2

Financial Information

 

3

Statutory and Other Information

 

C

PART III

 

1

Declaration

 

 

DEFINATIONS / ABBREVIATIONS

Act

The Companies Act, 1956

AAL

Amtek Auto Limited.

AIL

Amtek India Limited.

ASIL

Amtek Siccardi (India) Limited.

Applicant

Any prospective investor who makes an application for shares in terms of the Offer Document in the Fixed Price Portion

Application Form

The form in terms of which the investors shall apply for the equity shares of the Company issued in the Fixed Price Portion

Articles

Articles of Association of Excel Infotech Limited

ADSL

Asymmetric Digital Subscriber Line

ATM

Asynchronous Transfer Mode

BA

Beneficiary Account

BAL

Benda Amtek Limited.

Bid

An indication to make an offer by a prospective investor to subscribe to equity shares of the company at a designated price, during the Bidding period and includes all revisions and modifications thereto.

Bid closing Date

The date after which the Syndicate Members to the offer would not accept any bids; any such date shall be notified through a notice in an English national newspaper, Hindi national newspaper and Regional language newspaper with wide circulation.

Bid cum Application Form or Bid Form

The form in terms of which the Bidder shall bid for Equity Shares of the Company and shall upon allocation of the Equity Shares by the BRLM and filing of the Offer Document with the RoC, be considered as the application for allotment of the Equity Shares in terms of the Offer Document.

Bid Opening Date

The date on which the Syndicate Members to the offer would start accepting bids; such date shall be notified and communicated through a notice in an English national newspaper, Hindi national newspaper and Regional language newspaper with wide circulation.

Bidder

Any prospective investor who makes a Bid in terms of this of the Offer.

Bidding Period

The period between the Bid Opening Date and the Bid Closing Date inclusive of both days and during which the period prospective investors can submit their Bids.

Board

Board of Directors of Excel Infotech Limited

Book Built Portion

The Issue less the Fixed Price Portion

BRLM

Book Running Lead Manager, in this case UTI Bank Ltd.

Brokers to the issue Fixed Price Portion

Brokers of all Stock Exchanges who have been registered with the respective stock exchange to act as brokers.

BSE

The Stock Exchange, Mumbai

B2B

Business to Business

B2C

Business to Customer

CAGR

Compounded Annual Growth Rate

 

CAN

Confirmation of Allocation Note, means the note or advice or intimation for allocation of shares sent to the Bidders who have been allocated shares in the Book Built Portion. It is for allocation of shares and not " confirmation" of shares.

CDSL

Central Depository Services Limited

Co-Book Runner(s)

 

CRM

Customer Relationship Management

DEL

Direct Exchange Line

DNS

Domain Name Service

DP

Depository Participant

DSE

Delhi Stock Exchange

DSL

Digital Subscriber Line

DSLAM

Digital Subscriber Access Multiplexer

Draft Offer Document

This document including the Preliminary Draft Offer Document, Final Draft Offer Document filed with SEBI which is not a prospectus under Section 60 of the Act.

EPS

Earnings Per Share

Escrow Account

Account opened with the Escrow Collection Bank and in whose favour the Bidder will issue cheques in respect of the Bid and in which account the cheques will be deposited by the Syndicate Members.

Escrow Collection Banks

The banks at which the Escrow Account will be opened and which act as such, in terms of this Draft Offer Document and the Escrow Agreement.

EIL

Excel Infotech Limited

EDI

Electronic Data Interchange

FII (s)

Foreign Institutional Investor(s)

Fixed Price Portion

The portion of the Issue as is equivalent to 10 % of the Issue, which is reserved for allocation to individual investors applying upto 1000 shares

FTP

File Transfer Protocol

Gbps

Giga bits per second

HDSL

High data -bit Digital Subscriber Line

HE

Head End

HFC

Hybrid Fibre Cable

HTML

Hypertext Markup Language

Issue closing date for book built portion

The date on which the book built portion closes for subscription from the public.

Issue closing date for fixed price portion

The date on which the Fixed Price Portion closes for subscription from the public.

Issue Opening Date

The date on which the Book Built Portion opens for automatic subscription by Bidders who have received allocation and have paid at least the Issue Price for their allocation into the escrow account. This date shall also mean the date on which the Fixed Price Portion opens for subscription by the public.

Issue period

The period between the Issue Opening date and Issue Closing Date for Fixed Price Portion opens for subscription clause.

 

Issue Price

The price determined by the Company in consultation with BRLM on the pricing date after the Bidding Period and which will be set out in the Final Offer Document to be filed with RoC at which equity shares of the Company would be allotted.

Issue / Offer

Issue of 1,14,00,000 Equity Shares of Rs.5/- each, for cash at a premium of Rs.--- per equity shares aggregating ---------- crores

Issuer/ Company

Excel Infotech Limited.

IT

Information and Technology

IT Act

Income Tax Act, 1961

IDBI

Industrial Development Bank of India

IDSL

ISDN Digital Subscriber Line

IPLC

International Privately Leased Circuit

ISDN

Integrated Services Digital Network

ISP

Internet Service Provider

Kbps

Kilo bits per second

LAN

Local Area Network

LDAP

Lightweight Directory Access Protocol

Mbps

Mega bits per second

Memorandum

Memorandum and Articles of Association of Excel Infotech Limited

MOU

Memorandum of Understanding

NMS

Network Management System

NRI ( s)

Non- Resident Indian(s)

NSDL

National Securities Depository Limited

NT

Network Terminal

OCB(s)

Overseas Corporate Body(ies)

Offer Document

The Offer Document filed with RoC containing inter alia the Issue price that is determined at the end of the Book Building Process, and the number of equity shares to be issued, Issue price and other incidental information.

OFC

Optical Fibre Cable

Pay-in-period

For the Book Built portion, pay-in-period means the period commencing on the Bid Opening Date and extending till the Bid Closing Date, during which the bidders have to pay their maximum bid amount into the Escrow Account during the bidding period, unless such requirement is waived by the Syndicate Members. In case requirement of payment during the Bidding Period is waived by the Syndicate Members the closure of the Pay-in-period for such Bidders, for payment into the Escrow Account, shall be within three days of communication of the allocation list to the Syndicate Member by the BRLM.

Pricing Date

The date on which the Company in consultation with the BRLM and -------- finalises the Issue Price.

POD

Point of Distribution

POI

Point of Interface

POP

Point of Presence

PPV

Pay per View

PSTN

Public Switched Telephone Network

RADIUS

Remote Access Dial-in User Service

RAS

Remote Access Server

RBI

Reserve Bank of India

RDSL

Rate-adaptive Digital Subscriber Line

Registrars

Registrars to the Offer, Karvy Consultants Limited

Revision Form

The form used by the Bidders to modify the quantity of shares or the Bid Price in any of the Bid options as per their Bid Forms and as modified by their subsequent Revision Form(s), if any.

RoC

Registrar of Companies, Delhi & Haryana

SCM

Supply Chain Management

SMEs

Small and Medium Enterprises

SMTP

Simple Mail Transfer Protocol

SEBI

Securities and Exchange Board of India

Syndicate

The Book Running Lead Manager, Co-Book Runners and Syndicate Members.

Syndicate Members

Collectively the BRLM, Co-Book Runners and the Syndicate Members ( as disclosed in the Offer Document ) and are persons who are registered with SEBI to act as underwriters.

TCP/IP

Transmission Control Protocol/Internet Protocol

TRS

Transaction Registration Slip, means the slip or document registering the Bids, issued by the Syndicate Member to the Bidder as proof of registration of the Bid upon submission of the Bid Form in terms of this Offer document

VDSL

Very High Data Rate Digital Subscriber Line

VoIP

Voice over Internet Protocol

VPN

Virtual Private Network

VSAT

Very Small Aperture Terminal

WAN

Wide Area Network

WAP

Wireless Application Protocol

 

In this Draft Offer Document, all references to 'Rs.' refer to Rupees, the lawful currency of India. Further the word 'Lakh' or 'Lac' mean 'one hundred thousand' and the word 'crore' means 'ten million'.

RISK FACTORS AND MANAGEMENT PERCEPTIONS THEROF

The investors should be aware that there are various risks associated with investment in Company’s equity shares. The investors should carefully consider these risk factors together with all other information included in this Draft Offer Document before deciding to invest in Company's equity shares.

 

Internal to the Company

1.      RISKS: Promoters do not have adequate experience in Information Technology .

Management perception: Mr. Arvind Dham the core promoter is a qualified Architect and has a successful track record of project implementation. The company has a strong management team, qualified and highly experienced in the information technology industry who are competent to implement the project and manage its operation.

2. RISKS: There are outstanding litigation and disputed tax liabilities against the group companies as indicated elsewhere in the prospectus.

Management perception: As the claims are not against the issuer company, the outcome of the cases will in no way affect the operations and finances of the company.

3. RISKS: The registered office of the company is not in the company's name and the same is on leave and license for a period of three years.

Management perception: The present lease is for a period of three years. The company proposes to purchase the premises for its registered office and is already in the process of identifying some suitable location.

4 RISKS: The company faces the risk of relying heavily on the services of key management personnel. The company's continued growth and success will depend on expanding its core management team.

Management perception: The company has broad based its own management team which minimises reliance on any particular personnel and inherent risk.

5. RISK: Selection, Recruitment and retention of skilled, good quality manpower are

crucial factor for the success of a software company.

Management Perception: The HR Department of the company has well defined policies and procedures for selection and recruitment of manpower. As regards retention, the company believes in rewarding performance through periodical appraisal system and its participatory management style. The company is in the process of formalising a suitable Employee Stock Option Plan ( ESOPs) for its employees to enable them to share the growth of the company.

 

 

External to the Company

1.      RISK: Changes  in Government Policies, RBI Directives/Guidelines  could  adversely affect company's fortunes.

Management Perception: The software industry has been identified as a major thrust area by the Government of India and incentives are being provided to encourage this industry. It is therefore very unlikely that the government will initiate policies which will be detrimental to this industry.

  1. RISK: Competition from the existing established Company and future entrants in the Industry

. Management Perception: The company believes that with well defined marketing strategy and inherent strength of its revenue models supported by various marketing and technical tie ups it will be in a position to compete in the global market.

  1. RISK: The IT industry is fast changing and is prone to quick obsolescence in technology as well as in hardware.

Management Perception: The company is continuously upgrading the skills of its employees through regular training programmes, R&D efforts and to upgrade its infrastructure facilities to meet the technological requirement.

NOTES

1. The attention of investors is drawn to the statement of Risk Factors appearing on page*** of his Document. The investors are advised to refer to "Basis for Issue Price" on page ** before making an investment in this issue.

2 Individual Investors under the Book Built Portion for whom a minimum of 15% of the Issue Size is reserved may note that in the event of over subscription, allocation will be made on a proportionate basis.

3. Investors may note that in case of over subscription in the Fixed Price Portion, allotment will be made on a proportionate basis, in consultation with the Regional Stock Exchange. In case of under-subscription in the Fixed Price Portion, the Company reserves the right to either allocate the balance amount to BRLM and/or to any person or allow it to lapse. These are subject to the clause on "spill-over" referred to in page **** in this document,. The Book Built Portion of the Issue is fully underwritten by the Syndicate.

4. Applicants are advised to refer to "Notes to Account" as appearing on Page ** before making an investment decision in respect of this Offer.

5. Investor may note that in case of over subscription, allotment will be made on a proportionate basis, in consultation with the Regional Stock Exchange as per the details appearing on page no. **

6. The weighted average cost per share (par value is Rs.5/- per share) to the Promoters is Rs.22.93 as on 20.10.20000 and the Book Value is Rs. 20.45 as on 30.6.2000

7. The pre-issue net worth of the company ( as on 30.06.2000) is Rs.1732.09 Lacs and Issue size is Rs[.--] crore.

Investors can contact the BRLM for any clarification or information.

HIGHLIGHTS:

1.      The core promoters Mr.Arvind Dham and Mrs Anita Dham have a successful track record indicated by excellent performance and consistent growth of companies promoted by them.

  1. Existing profit making company .
  2. Excel has an Integrated Business model which comprises ISP & ASP, E-Commerce and Net Telephony, Portal development, Media, Software Solutions, IT Education and training .
  3. Company’s proposed expansion scheme appraised and finally assisted by Industrial Development Bank of India
  4. The company has entered into tie ups for technical/marketing support – Mass Soft Inc, USA, James Martin India Ltd, Amity International School, Broad Casting Engineering Consultants India (P) Ltd., Omnex U.S.A., Quality Plus Services Private Limited, Delhi.
  5. The company has successfully launched internet magazine M@g.net available through print media as well as On-line.
  6. Excel has strong fundamentals indicated by Net Asset Value of Rs. 20.45, EPS of Rs. 7.38 with profitable operation (PAT 6.2 Crores for 1999-2000)

 

 

 

 

 

EXCEL INFOTECH LIMITED

(Incorporated under the Companies Act, 1956 on September 14,1992 in the State of New Delhi as a Public Limited Company and obtained the Certificate for Commencement of Business on October 7, 1992 )

Registered Office: D-147,Okhla Industrial Area,Phase-1 New Delhi 110 020

Tel: 011-6815393/94/95/96 Fax : 011- 6815391 Website: www.excelbiz.com

(Formerly situated at E-45/7, Okhla Industrial Area, Phase -I New Delhi - 110 020)

Corporate Office: 910,Ansal Bhawan, 16 K.G. Marg, New Delhi 110 001

Tel:011-3752586/90/91 Fax :011-3752645 Website: www.excelbiz.com

Public Issue Of 1,14,00,000 EQUITY SHARES ( "Issue") OF Rs. 5 /- each issued for cash at a premium of Rs ** per share aggregating Rs.** crore. The issue consists of Book Built Portion of 1,02,60,000 Equity shares and a Fixed Price Portion of 11,40,000 Equity Shares.

 

PA RT 1

1. GENERAL INFORMATION

EIL is offering for subscription 1,14,00,000 Equity Shares ("Issue") of Rs. 5/- each for cash at a premium of Rs. ** per share aggregating Rs. ** crore.

 

Authority for the Present Issue

Pursuant to the provisions of Section 81 (1A) of the Companies Act, 1956, the shareholders of the Company have authorised the Public Issue of equity shares vide a special resolution passed at its Extraordinary General Meeting held on June 19,2000

Prohibition by SEBI

The Company, its directors or any of the Company's associates or group companies have not been prohibited from accessing capital market under any order of direction passed by SEBI.

Eligibility of the company to enter the Capital Markets

The company is eligible to tap the capital market under Mandatory Book Building route, with minimum 60% of the Issue being subscribed by QIBs as the company does not meet the track record requirements on the net worth front.

 

Government Approvals

The Company does not require any permissions and approvals from the GOI and various GOI agencies for proceeding with the proposed capital expenditure from the proceeds of the Public Issue except those mentioned in the Draft Offer Document. The Company does not require any further approvals from any GOI authority or Reserve Bank of India to undertake the proposed activities save and except those approvals which it may require to take in the normal course of business from time to time.

However the company has received the following approvals

1.The Company has obtained approval letter no.PCMG/PSE/05/025-STPN/6283 dated 22nd March,2000 from Software Technology Parks of India under the STP scheme for setting up 100% Export Oriented Unit at Gurgoan in the State of Haryana for the development and manufacture and Export of Computer Software.

2. The Company has been granted a Licence to operate as an Internet Service Provider under an agreement with the Department of Telecommunications vide agreement no. 820-401/2000- LR dated 15.5.2000.

 

DISCLAIMER CLAUSE

As required a copy of this Draft Offer Document has been submitted to the Securities and Exchange Board of India (herein after referred to as SEBI).

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT OFFER DOCUMENT TO SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE, OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT OFFER DOCUMENT. BOOK RUNNING LEAD MANAGER, UTI BANK LIMITED, HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (DISCLOSURES AND INVESTOR PROTECTION) GUIDELINES IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD, ALSO, BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL THE RELEVANT INFORMATION IN THE DRAFT OFFER DOCUMENT, THE BOOK RUNNING LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER, UTI BANK LIMITED HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED 20.11.2000 IN ACCORDANCE WITH SEBI (MERCHANT BANKERS) REGULATIONS 1992 WHICH READS AS FOLLOWS:

(1) WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC. AND OTHER MATERIALS IN CONNECTION WITH THE FINALISATION OF THE DRAFT OFFER DOCUMENT PERTAINING TO THE SAID ISSUE.

(2) ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE AND OTHER PAPERS FURNISHED BY THE COMPANY;

WE CONFIRM that

(a) the Offer Document forwarded to SEBI is in conformity with the documents, materials and papers relevant to the Issue,

(b) all the legal requirements connected with the said Issue as also the guidelines, instructions, etc., issued by SEBI, the Government and any other competent authority in this behalf have been duly complied with; and

(c) The disclosures made in the Offer Document are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed Issue.

(3) We confirm that besides ourselves, all the intermediaries named in the Offer Document are registered with SEBI and that till date such registration is valid.

(4) If underwritten, we shall satisfy ourselves about the worth of the underwriters to fulfil their underwriting commitments.

All legal requirements pertaining to this Issue will be complied with at the time of registration of the Offer Document with the RoC in terms of Section 56 of the Act.

The filing of the Offer Document does not however, absolve the Company from any liabilities under Section 63 or 68 of the Companies Act, 1956 or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed Issue. SEBI, further, reserves the right to take up, at any point of time with the Book Running Lead Managers any irregularities or lapses in the Offer Document.

 

Caution

The Company, and the BRLM accept no responsibility for statements made otherwise than in the Draft Offer Document or in advertisements or any other material issued by or at the instance of the Company and the BRLM and any one placing reliance on any other source of information would be doing so at his/her/their/ its own risk. The BRLM accepts no responsibility, save to the limited extent as provided in terms of the Memorandum of Understanding entered into by the Company and itself and the underwriting agreement entered into by the Company, the BRLM and the Syndicate Members. The BRLM accepts no responsibility for any breach, failure or any default on the part of the Syndicate Members and has been fully indemnified in that behalf.

Listing

The Company has made applications to the Regional Stock Exchange, The Stock Exchange, New Delhi, The Stock Exchange, Mumbai and The National Stock Exchange of India Limited, for permission to list the shares and for an official quotation of the equity shares of the Company and in principle approval for listing obtained from these stock exchanges.

The Company declares that the Stock Exchanges to which applications for listing and official quotation are proposed to be made, do not take any responsibility for the financial soundness of this Issue, or for the Issue Price at which the equity shares will be issued, or for the correctness of the statements made or opinions expressed in this Draft Offer Document.

Disclaimer Clause of The Stock Exchange, Delhi

Disclaimer Clause of The Stock Exchange, Mumbai

Disclaimer Clause of The National Stock Exchange of India Limited.,

Disclaimer in Respect of Jurisdiction

This Issue is made in India to persons resident in India (including Indian nationals resident in India who are majors, Hindu Undivided Families, companies, corporate bodies and societies registered under the applicable law in India and authorised to invest in the shares, Indian mutual funds, registered with SEBI, Indian financial institutions, commercial banks and regional rural banks, co-operative banks (subject to RBI permission), Trust registered under Societies Registration Act, 1860, or any other Trust law and who are authorised under their constitution to hold and invest in Shares), NRIs, OCBs and FIIs as defined under Indian laws. This Draft Offer Document does not, however, constitute an offer to sell or an invitation to subscribe to shares issued hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Draft Offer Document comes is required to inform himself about and to observe any such, restrictions. Any disputes arising out of this Issue will be subject to the courts of competent jurisdiction in Delhi.

No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Draft Offer Document has been submitted for approval and has been filed with the SEBI. Accordingly, the equity shares represented thereby may not be offered or sold, directly or indirectly, and this Draft Offer Document may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Offer Document nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of EIL since the date hereof or that the information contained herein is correct as of any time subsequent to this date.

Disclaimer Statement from the Issuer.

THE ISSUER ACCEPTS NO RESPONSIBILITY FOR STATEMENTS MADE OTHERWISE THAN IN THE PROSPECTUS OR IN THE ADVERTISEMENT OR ANY OTHER MATERIAL ISSUED BY OR AT THE INSTANCE OF THE ISSUER AND THAT ANY ONE PLACING RELIANCE ON ANY OTHER SOURCE OF INFORMATION WOULD BE DOING SO AT HIS OWN RISK.

Filing

A copy of this Offer Document, along with the documents required to be filed under Section 60 of the Act, will be delivered for registration to the Registrar of Companies, Delhi & Haryana. A copy of the Offer Document would be filed with SEBI at Ground floor, Mittal Court, "A" Wing, Nariman Point, Mumbai 400 021

 

Impersonation

Theapplicants’ or ‘Bidders’ attention is specifically drawn to " Provisions of sub-section (1) of section 68 A of the Act, which is reproduced below:

"Any person who -

a) makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares therein, or

b) otherwise induces a company to allot or register any transfer of, shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years".

Minimum Subscription

The minimum subscription to be raised under the present issue is 90% of the issue amount. The minimum subscription will be exclusive of cheques returned unpaid or application withdrawn. The Board of Directors shall proceed to make allotment on receipt of application money thereon in terms of this Draft Offer Document.

If the Company does not receive the minimum subscription of 90% of the Issue amount including devolvement of underwriters/syndicate members, if any, or if the amount falls below 90% in view of cheques returns or withdrawal of applications, within 60 days from the Issue closing date for the Fixed Price Portion, the company shall forthwith refund the entire subscription amount received. For delay beyond 78 days, if any, in refund of such subscription, the company shall pay interest as per Section 73 of the Act. If however, an appeal against the decision of any recognised Stock Exchange refusing permission for the shares to be dealt in on that Stock Exchange has been preferred under Section 22 of the Securities Contract Regulation Act, 1956, any allotment made under this Draft Offer Document shall not be void until the appeal is dismissed.

Letters of Allotment and Refund Orders

The Company will despatch Letter(s) of allotment Share Certificate(s), Letter(s) of Regret, cancelled Stockinvest and refund orders, if any ,in excess of Rs.1500/- as the case may be, by Registered Post/Speed Post at the sole/first applicant's sole risk and give credit to the Beneficiary Account with the Depository Participants, within 15 days from the date from the Issue Closing Date for the Fixed Price Portion. Refund orders up to Rs. 1500/- will be sent under Certificate of Posting.

In accordance with the Act, Stock Exchange requirement and SEBI Guidelines the Company undertakes that:

a) allotment of securities relating to the Fixed Price Portion offered to the public shall be made within 15 days of the Issue Closing Date for Fixed Price Portion as far as possible, and

b.      allotment of securities relating to the Book Built Portion shall be made within 15 days of the Issue Closing Date for Book Built Portion as far as possible and refunds for the Book Built Portion shall be made within 15 days of the Bid Closing Date, except for those Bidders who have opted for the Spill-over option.

c) it shall pay interest at 15% per annum (for any delay beyond 15 days) (except for

applicants applying through Stockinvest) if allotment has not been made and refund

orders have not been despatched to investors within 15 days from the aforesaid dates.

If the Company is in default on and from the expiry of 78 days, it shall be liable to

repay that money with interest at the rate of 15% p.a.

For Bidders opting for the Spill-over option, provisions of refund of the Fixed Price Portion would apply.

The Company would make available adequate funds to the Registrars to the Issue for this purpose.

Issue Programme

Book Built Portion

Bidding Period

BIDS OPENS ON: -----------------------------

BID CLOSES ON : -----------------------------

 

Bids and any revision in bids shall be accepted only between 10 a.m. and 3 p.m. during the Bidding period as mentioned above at the bidding centres mentioned on the Bid cum Application Form except that on the Bid Closure Date, the Bids shall be accepted only between 10 a.m. and 12 noon

The Book Building issue shall remain open at the commencement of banking hours and shall close at the close of banking hours on the days mentioned below:

BOOK BUILT PORTION OPENS ON: -----------------------------

BOOK BUILT PORTION CLOSES ON : -----------------------------

 

During this period the Escrow Collection Bank shall transfer the funds from the Escrow Account to the Public Issue Account with the Bankers to the Issue.

FIXED PRICE PORTION

The subscription list will open at the commencement of banking hours and will close at the close of banking hours on the days as mentioned below.

 

FIXED PRICE PORTION OPENS ON : -------------------------------

FIXED PRICE PORTION CLOSES ON: -------------------------------

 

 

 

Book Running Lead Manager to the Issue

UTI Bank Limited

SEBI Regn. INM000006104

Maker Tower ‘F’

13th Floor, Cuffe Parade,

Colaba,

Mumbai 400 005

Tel: (022) 218 9106/7/8/9, Fax: (022) 2181429

Email : tejal.mamtora@utibank.co.in

Syndicate Member

Registrars to the Issue

Karvy Consultants Limited.

SEBI Regn: INM 000008365

"Karvy House" 46, Avenue ,4

Street No. 1, Banjara Hills

Hyderabad : 500 034

Tel : (040) 3312454/3320751/3320251

Fax : (040) 3311968

Email : karvyhyd@karvy,com

 

Legal Advisors to the Issue

The Corporate Advisor

171, Chitra Vihar

Delhi 110 092

Auditors to the Company

Rakesh Raj & Associates

C-8, East of Kailash,

New Delhi 110 065

Escrow Collection Banks

 

Bankers to the Company

United Western Bank Ltd.

9 LSC Pushp Vihar

New Delhi 110 062

Bankers to the Issue

Company Secretary & Compliance Officer

Mr. Rakesh Vij

910, Ansal Bhawan,

16, K.G. Marg,

New Delhi - 110 001

Investors can contact the Compliance Officer in case of any pre- issue/ post- issue related problems such as non- receipt of letters of allotment/ share certificates/ refund orders/ cancelled stockinvests etc.

Credit Rating And Appointment Of Trustees

Since the proposed Issue is of equity shares, no credit rating or appointment of trustees is required.

Book Building Process

Book Building refers to the collection of Bids from investors, which is based on an indicative price range, the Issue Price being fixed after the Bid Closing Date. The principal players involved in a Book Building Process are

1.      The Company

  1. Book Running Lead Manager and the Co-Book Running Lead Manager who are Category I Merchant Bankers and who, in this case, are UTI Bank Limited and ********* respectively. The Book Running Lead Manager is also the lead merchant banker.
  2. Other Lead Managers, Co-Lead Managers and Co-Managers to the Issue
  3. Other Syndicate Members who are intermediaries registered with SEBI and who are permitted to carry on activities as underwriters. Syndicate Members (other than Lead Managers, Co-Lead Managers and Co-Managers) are appointed by the BRLM/CBRLM.

Pursuant to the Press release dated September 7th, 1998 issued by SEBI and subsequent circulars and press releases by SEBI, every issuer of equity shares of Rs. 25 crores and above has the option to make an issue through the Book Building Process for 100% of such Issue. The Company has decided to adopt the Book Building Process for obtaining subscription to the present Issue. The process of Book Building under SEBI guidelines is relatively new and Investors are advised to make their own judgement about investment through this process prior to making a Bid or application in the Issue.

In this regard, the Company has appointed UTI Bank Limited and ****** as the Book Running Lead Manager and Co- Book Running Lead Manager to the Issue respectively to procure subscription for the equity shares.

Underwriting Agreements

After the determination of the Final price and prior to filing of the Final Prospectus with RoC, the Company would enter into Underwriting Agreements with the BRLM and the Syndicate Members for the shares proposed to be offered through the Book Building Portion. In terms of these Underwriting Agreements, BRLM/CBRLM shall be responsible for bringing in the amount devolved in the event Syndicate Members do not fulfil their underwriting obligations.

(This portion has been intentionally left blank and will be filled in before filing of the Prospectus with RoC)

Name & Address of the

Underwriter

Indicated No.of shares to

be underwritten

Amount underwritten

(Rs. In Crore)

 

 

 

The above mentioned is indicative underwriting and this would be finalised after the pricing and actual allocation, but before the filing the final Offer Document with RoC. All the above underwriting agreement are dated -------------.

In the opinion of the Board of Directors (based on a certificate given to it by BRLM) and in the opinion of the BRLM on the basis of the declarations by the CBRLM/Syndicate Members, the resources of all the above mentioned Syndicate Members are sufficient to enable them to discharge their respective underwriting obligations in full. All the above mentioned Syndicate Members are registered with SEBI under Section 12(i) of the SEBI Act, 1992. All letters of underwriting mentioned above have been accepted by the Board of Directors of the Company at their meeting held on******** 2000 and letters of acceptance have been issued by the Company to the Syndicate Members.

Allocation amongst BRLM and Syndicate Members may not necessarily be in proportion to the underwriting commitments. Further, allocation to Wholesale Bidders is discretionary as per the terms of the Draft Offer Document and may not be proportionate in any way and the patterns of allocation to Wholesale Bidders could be different across the BRLM/CBRLM and Syndicate Members.

 

FIXED PRICE PORTION

The Equity Shares proposed to be offered through the Fixed Price Portion are fully underwritten. The underwriters have indicated their intention to underwrite the following number of shares.

( This portion has been intentionally left blank and will be filled in before filing of the Draft Offer Document with RoC)

Name and Address of the underwriter

Indicated Number of shares to be underwritten

Amount Underwritten

( Rs in crores)

 

 

 

The above mentioned is indicative underwriting and this would be finalised after the pricing and actual allocation. but before the filing the final Offer Document with RoC. All the above underwriting agreement are dated -------------.

In the opinion of the Board of Directors (based on a certificate given to it by BRLM) and in the opinion of the BRLM on the basis of the declarations by the CBRLM/Syndicate Members, the resources of all the above mentioned Syndicate Members are sufficient to enable them to discharge their respective underwriting obligations in full. All the above mentioned Syndicate Members are registered with SEBI under Section 12(i) of the SEBI Act, 1992. All letters of underwriting mentioned above have been accepted by the Board of Directors of the Company at their meeting held on******** 2000 and letters of acceptance have been issued by the Company to the Syndicate Members.

Allocation amongst BRLM and Syndicate Members may not necessarily be in proportion to the underwriting commitments. Further, allocation to Wholesale Bidders is discretionary as per the terms of the Draft Offer Document and may not be proportionate in any way and the patterns of allocation to Wholesale Bidders could be different across the BRLM/CBRLM and Syndicate Members.

Statement by Board of Directors

The Board of Directors state that:

(i) all monies received out of Public Issue of shares to the public shall be transferred to a separate bank account other than the bank account referred to in sub-section (3) of section 73 of the Act;

(ii) details of all monies utilised out of Public Issue referred to in sub-item (i) shall be disclosed under an appropriate separate head in the Balance Sheet of the Company indicating the purpose for which such monies had been utilised; and

(iii) details of all unutilised monies out of Public Issue of shares, if any, referred to in sub-item (i) shall be disclosed under an appropriate separate head in the Balance Sheet of the Company indicating the form in which such unutilised monies have been invested.

 

The Board of Directors certifies that:-

i the utilisation of monies received under promoters contribution and from firm

allotments and reservations shall be disclosed under an appropriate head in the balance

sheet of the company indicating the purpose for which such monies have been utilised.

ii the details of all unutilised monies out of the funds received under promoters

contribution and from firm allotments and reservations shall be disclosed under a

separate head in the balance sheet of the company indicating the form in which such

unutilised monies have been invested.

 

II. CAPITAL STRUCTURE

 

SHARE CAPITAL

NOMINAL VALUE (Rs)

AGGREGATE VALUE (Rs)

A

AUTHORISED CAPITAL

4,00,00,000 Equity Shares of Rs 5/- each

 

20,00,00,000

 

 

 

 

B

ISSUED, SUBSCRIBED AND PAID-UP CAPITAL

11596440 Equity Shares of Rs.5/- each

57982200

265882200

C

PRESENT ISSUE TO THE PUBLIC IN TERMS OF THIS DRAFT OFFER DOCUMENT#

1,14,00,000 Equity Shares of Rs.5/- each for cash at a

premium of Rs.[-] per share.

 

[-]

 

[-]

D

PAID UP EQUITY SHARE CAPITAL AFTER THE PUBLIC ISSUE

2,29,96,440 Equity Shares of Rs. 5/- each

Share Premium Account*

-Before the Issue

-After the Issue

 

 

11,49,82,200

 

 

20,79,00,000

[-]

 

 

[-]

# includes Book Built Portion of 1,02,60,000 equity shares of Rs.5/- each for cash at a premium of Rs.[-] aggregating Rs.[-] lacs and Fixed Price Portion of 11,40,000 equity shares of Rs.5/- each for cash at a premium of Rs.[-] aggregating Rs.[-] lacs.

* The addition to share premium account on account of the Public Issue and the balance in the share premium account after issue can be determined only after the issue price is known after the Book Building Process.

 

NOTES:

1.The Authorised Share Capital of the company was increased from Rs. 25.00 Lacs to Rs. 2000.00 lacs vide their Extra Ordinary General Meeting on 10th April, 2000. Subsequently the shares of value of Rs. 10/- each were sub- divided into smaller value of Rs.5/- each vide their Extra Ordinary General Meeting held on 15th May, 2000 thereby increasing the number of shares from 2,00,00, 000 to 4,00,00,000.

2. The issued, subscribed and paid up capital consists of 11596440 shares allotted as under

Sr.No.

Date of Allotment

Date when fully paid up/Transfer

Consideration

No of shares

Face Value

( Rs )

Issue Price

( Rs.)

Lock in period

Remarks

1

14.09.1992

14.09.92

(10.3.2000)

Cash

70*

10/-

10/-

1 year

Subscribers to the memorandum

2

30.3.1994

30.3.1994

(10.3.2000)

Cash

88150@

10/-

10/-

1 year

Alloted to Mr Ajay Batra and others and subsequently transferred to Mr. Arvind Dham & others

3

30.3.2000

30.3.2000

Cash

3400000#

10/-

10/-

3 years

Allotted to Promoters, Friends and associates

4

30.6.2000

30.6.2000

Cash

1449500

5/-

50/-

3 years

Allotted to Promoters, Friends and associates

5

03.10.2000

03.10.2000

Cash

3170500

5/-

50/-

3years

Allotted to Promoters, Friends and associates

* Converted into 140 shares of Rs.5/- each vide special resolution passed at the Extra Ordinary Resolution held on 15th May, 2000.

@ Converted into 176300 shares of Rs.5/- each vide special resolution passed at the Extra Ordinary Resolution held on 15th May, 2000

# Converted into 6800000 of Rs.5/- each vide special resolution passed at the Extra Ordinary Resolution held on 15th May, 2000.

3. Equity Shares held by the promoters, friends, associates, representing 20% of the post issue capital of Excel Infotech Limited, will be locked in. These shares shall be locked in for a period of 3 years from the date of allotment. The details of the promoters holding, which will be locked in are as follows:

SrNo

Name of the shareholders

Date of allotment & Date when fully paid up

Consideration

No of shares*

Face Value

( Rs )

Issue Price

( Rs.)

% of Post Issue capital

Lock in

Period

1

Arvind Dham

30.06.2000

Cash

16200

5/-

50/-

0.07

3 years

2

Anita Dham

30.06.2000

Cash

15000

5/-

50/-

0.07

3 years

3.

Khemsons Global Ltd.

30.06.2000

03.10.2000

Cash

Cash

90000

28000

5/-

5/-

50/-

50/-

0.39

0.12

3 years

4

Alchonic Holdings Pvt. Ltd

30.06.2000

Cash

780000

5/-

50/-

3.39

3 years

5

MGR Investments Pvt Ltd.

30.06.2000

03.10.2000

Cash

Cash

287000

200000

5/-

5/-

50/-

50/-

1.25

0.87

3 years

6

DMA investments Pvt. Ltd.

30.06.2000

03.10.2000

Cash

Cash

261300

292500

5/-

5/-

50/-

50/-

1.14

1.27

3 years

7

Amtek India Ltd

03.10.2000

Cash

500000

5/-

50/-

2.17

3 years

8

W.A. Holdings Pvt. Ltd.

03.10.2000

Cash

400000

5/-

50/-

1.74

3 years

9

Bawa Pharmaceuticals Pvt. Ltd.

03.10.2000

Cash

400000

5/-

50/-

1.74

3 years

10

Anubhav holdings Pvt Ltd.

03.10.2000

Cash

200000

5/-

50/-

0.87

3 years

11

Cains Traders Pvt. Ltd.

03.10.2000

Cash

350000

5/-

50/-

1.52

3 years

12

Indus Trade Care Co. Pvt Ltd.

03.10.2000

Cash

300000

5/-

50/-

1.30

3 years

13

Benda Amtek Ltd.

03.10.2000

Cash

400000

5/-

50/-

1.74

3 years

14

Amtek Siccardi ( India) Ltd.

03.10.2000

Cash

100000

5/-

50/-

0.43

3 years

 

TOTAL

 

 

 

 

 

20.08

 

*Adjusted as per the present face value of shares of Rs. 5/-

4. Percentage of contribution by the Core Promoters

Mr. Arvind Dham and the date up to which equity shares held by him are locked in :

Sr. No

Date of Allotment

Date when fully paid up/ Transfer

Consideration

No of shares

Face

Value

( Rs )

Issue Price

( Rs.)

% of Post Issue capital

Lock in

Period

1.

29.04.1994

10.03.2000

Cash

60440

5/-

5/-

0.26

1 year

2.

30.03.1994

10.03.2000

Cash

1500000

5/-

5/-

6.52

1 year

3.

30.6.2000

30.06.2000

Cash

16200

5/-

50/-

0.07

3 years

Ms Anita Dham and the date up to which equity shares held by her are locked in

Sr. No

Date of Allotment

Date when fully paid up/ Transfer

Consideration

No of shares

Face

Value

( Rs )

Issue Price

( Rs.)

% of Post Issue capital

Lock in

Period

1.

29.04.2000

10.03.2000

Cash

45000

5/-

5/-

0.20

1 year

2.

30.03.1994

10.3.2000

Cash

1200000

5/-

5/-

5.22

1 year

3.

30.6.2000

30.6.2000

Cash

15000

5/-

50/-

0.07

3 years

5. There are no "buy back" or "stand by" or similar arrangements for purchase of Securities by Promoters, Directors and Lead Managers.

6. An over-subscription to the extent of 10% of the Fixed Price Portion of the net offer to the public can be retained for the purpose of rounding off to the nearer multiple of 100 while finalising the allotment.

7. The equity shares being offered through this offer document shall be made fully paid up or may be forfeited within twelve months from the date of allotment of the shares. To this effect the entire amount payable per equity share will be called within twelve months from the date of allotment. If the investor fails to make the shares fully paid-up within twelve months from the date of allotment, the subscription money already paid may be forfeited.

8. In case of under-subscription in the Fixed Price Portion of the Offer, spillover to the extent of the under-subscription shall be permitted from the Non- Institutional portion of the Book Built Portion of the Offer to the Institutional Portion of the Book Built Portion of the Offer and vice versa.

9. The details of the ten largest shareholders as on date of filing the Draft Offer Document with SEBI, are as under :

Sr. No

Name of the shareholder

Face Value

( Rs.)

No. of shares held

% of Post Issue

paid up capital.

1

Mr. Arvind Dham

5/-

15,76,640

6.86

2.

Mrs Anita Dham

5/-

12,60,000

5.48

3

Mrs Aarti Jain

5/-

11,15,000

4.85

4

Mrs Anjali Malhotra.

5/-

10,01,000

4.35

5

Mr. Anubhav Dham

5/-

10,00,000

4.35

6

Ms. Anamika Dham

5/-

10,00,000

4.35

7

Alchonic Holdings (P) Ltd.

5/-

7,80,000

3.39

8

DMA Investments (P) Ltd.

5/-

5,53,800

2.41

9

Amtek India Ltd.

5/-

5,35,000

2.33

10

MGR Investments (P) Ltd.

5/-

4,87,000

2.12

 

10. The details of the ten largest shareholders, 10 days prior to the date of filing the Draft Offer Document with SEBI, are as under :

Sr. No

Name of the shareholder

Face Value

( Rs.)

No. of shares held

% of Post Issue

paid up capital.

1

Mr. Arvind Dham

5/-

15,76,640

6.86

2.

Mrs Anita Dham

5/-

12,60,000

5.48

3

Mrs Aarti Jain

5/-

11,15,000

4.85

4

Mrs Anjali Malhotra.

5/-

10,01,000

4.35

5

Mr. Anubhav Dham

5/-

10,00,000

4.35

6

Ms. Anamika Dham

5/-

10,00,000

4.35

7

Alchonic Holdings (P) Ltd.

5/-

7,80,000

3.39

8

DMA Investments (P) Ltd.

5/-

5,53,800

2.41

9

Amtek India Ltd.

5/-

5,35,000

2.33

10

MGR Investments (P) Ltd.

5/-

4,87,000

2.12

 

 

11. The details of the ten largest shareholders, 2 years prior to the date of filing the Draft Offer Document with SEBI, are as under :

Sr. No.

Name of the shareholder

Face Value

( Rs.)

No. of shares held

% of Post Issue

paid up capital.

1

Ajay Batra

10/-

24820

NIL

2.

Geeta Batra

10/-

21200

NIL

3.

Yogesh Batra

10/-

18670

NIL

4

Harbans Vermani

10/-

5000

NIL

5

Sushma Bhutani

10/-

5000

NIL

6

L.G. Batra

10/-

8500

NIL

7

R.K. Khanna

10/-

3000

NIL

8

Sarita Batra

10/-

1000

NIL

9

Manju Batra

10/-

1000

NIL

10

R.K.Jain

10/-

10

NIL

12. The aggregate shareholding of the Promoter Group is 6972640 shares as under

  1. Promoters :

Mr Arvind Dham : 1576640 shares

Mrs Anita Dham : 1260000 shares

Sub Total 2836640 shares

  1. Promoter Group :

Anubhav Dham : 1000000 shares

Aanamika Dham: 1000000 shares

Aarti Jain : 1115000 shares

Anjali Malhotra : 1001000 shares

Manorama Dham (deceased) : 20000 shares

Sub Total 4136000 shares

TOTAL 6972640 shares

13. There are no transactions of the promoters, directors and persons in promoter group in equity shares of the company during the past six months except for the purchase of shares issued by the company.

  1. The pre and post issue shareholding pattern of the Company will be as follows:

Sr. No.

Category of shareholders

Existing

After the Issue.

 

 

No. of existing shares of face value of Rs.5/- per share

Percentage

(%)

No. of existing shares of face value of Rs.5/-per share

Percentage

(%)

1.

Promoter& Promoter Group

6972640

60.13

6972640

30.32

2.

Friends and associates

4623800

39.87

4623800

20.11

3

Public

Nil

Nil

11400000

49.57

4.

TOTAL

11596440

100.00

22996440

100.00

  1. The equity shares held by the promoters under the lock-in period shall not be sold / hypothecated / transferred during the lock in period commencing from the date of allotment in the present issue.
  2. The company has not raised any bridge loan against the issue.
  3. The Company has not issued any security/ option which will entitle the holder to convert or receive new equity shares on a future date.
  4. A Bidder cannot make a bid for more than the amount offered through book building i.e. 1,02,60,000 shares and an applicant in the Fixed Price Portion of the offer cannot make an application for more than 1000 shares.
  5. The number of shareholders as on 31.10.2000 is 19

 

III TERMS OF THE PRESENT ISSUE

The equity shares now being offered are subject to the provisions of the Act, the Memorandum and Articles of Association of the Company, the terms of this Offer Document, the Bid Form, the Revision Form and the Application Form, the guidelines for the listing of securities issued by the Stock Exchanges and Government of India and/or other statutory bodies and the Disclosure and Investor Protection issued by the Securities and Exchange Board of India ("SEBI Guidelines") and the Depositories Act, 1996, as in force on the date of the offer and to the extent applicable.

Authority for the Present Issue

The Shareholders of the Company have authorised the Public Issue of equity shares by passing a special resolution under the Section 81(1A) of the Companies Act, 1956 Extraordinary General Meeting held on June 19,2000

Ranking of Equity Shares

The equity shares to be offered shall be subject to the Memorandum and Articles of Association of the Company and shall rank pari passu with the existing equity shares of the Company save and except that the holders of the equity shares now being issued will not be entitled, to dividend, if any, declared or paid by the Company for any period prior to the date of allotment. The date of allotment of equity shares of the Fixed Price Portion shall be the deemed date of allotment for the Issue including the Book-Built portion for the purpose of dividend. The investors in this Issue will be entitled to dividend, if any, declared or paid on the equity shares only in such proportion as is attributable to such part of the financial year after deemed date of allotment.

 

Face Value, Issue Price and tradable/ marketable lot

The equity shares having a face value of Rs.5/-each are being offered at a price of Rs. * per share.

*Issue Price to be filled in before RoC filing.

The tradable/marketable lot of the Company's equity shares is for 100 equity shares.

Rights of Members

·         Right to receive dividend, if declared.

  • Right to attend general meetings and exercise voting rights unless prohibited by law.
  • Right to vote on a poll either personally or by proxy.
  • Right to receive offers for rights shares and be allotted bonus shares, if declared.
  • Right to receive surplus on liquidation, if any.
  • Such other rights, as may be available to a shareholder of a public company under the Act.

Denomination of Certificate

The Share Certificate will be issued in denomination of 100 Shares.

Nomination Facility to Investor

In accordance with Section 109A of the Act, the sole or first bidder/ applicant, alongwith other joint bidder/applicants may nominate any one person in whom, in the event of the death of sole bidder/applicant or in case of joint bidders/applicant, death of all bidders/applicants, as the case may be the Equity Shares allotted if any, shall vest A person, being a nominee, becoming entitled to the Equity Shares by reason of death of the original holder(s), shall in accordance with Section 109A of the Act, be entitled to the same advantages to which he would be entitled if he were the registered holder of the Equity Shares. Where the nominee is minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Shares in the event of his/her death during the minority. A nomination shall stand rescinded upon the sale of Equity Shares by the person nominating .A buyer will be entitled to make fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at the Registered Office of the Company /Registrar.

Any person who becomes a nominee by virtue of the provisions of Section 109A of the Act, shall upon the production of such evidence as may be required by the Board, elect either: -

a.       To be registered himself as holder of Equity Shares or

  1. To make such transfer of the Equity Shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to elect either to be registered himself or to transfer the Equity Shares, and if the notice is not complied within 90 days, the Board may thereafter withhold payments of all dividends, bonuses, or other moneys payable in respect of the Equity shares, until the requirements of the notice have been complied with.

Terms of payment

Terms of the Issue

Book Built Portion

Fixed Price Portion

 

QIBs

Non- Institutional Portion

Retail

 

Number of Shares available for Allocation.

Book Building Portion less allocation to Non-Institutional investors and Retail Portion subject to minimum of 68,40,000 equity shares.#

Minimum of 17,10,000 equity shares.#

Minimum of 17,10,000 equity shares.#

11,40,000

Percentage of total issue size.

60%

15%

15%

10%

Basis of allotment

Discretionary

Proportionate

Proportionate

Proportionate

Minimum bid / Application size and multiples.

Minimum bid of 1100 equity shares and in multiple of 100 equity shares thereafter

Minimum bid of 1100 equity shares and in multiple of 100 equity shares thereafter

Minimum bid of 100 equity shares and in multiple of 100 equity shares thereafter.

Minimum bid of 100 equity shares and in multiple of 100 equity shares thereafter.

Maximum bid / application size

10260000

10260000

1000

1000

Allotment mode

Compulsory Demat

Compulsory Demat

Optional Demat

Optional Demat

Market Lot.

100

100

100

100

Who can apply.

Institutions as specified in Section 4A of the Act, FIIs registered with SEBI, Banks and Mutual Funds.

Investors Bidding for more than 1000 shares.

Only individuals, HUF ( Karta to apply on behalf of HUF) bidding for up to 1000 shares.

Only individuals, HUF ( Karta to apply on behalf of HUF) applying for up to 1000 shares who have not participated in Built Portion or have not received any allocation in the Book Built Portion

# subject to valid bids being received at or above the Issue Price.

Notes :

  1. Trading in the equity shares of the Company shall be in dematerialised form only.
  2. The floor price shall be advertised at least one day prior to the bid opening date.
  3. All the information shall be available by the Lead Managers and the Offerors to the public and investors at large and no selective information would be made available for a section of investors in any manner whatsoever including road shows, presentations, in research or sales reports at bidding centers etc.

 

 

TERMS OF PAYMENT

Book Built Portion – Institutional Segment

The Bid must be for a minimum of 1100 equity shares and in multiples of 100 equity shares thereafter. The Bidder cannot make a bid for more than the number of shares offered through Book Building, further the Bidder cannot bid at a price lower than the Floor price. The maximum bid price has to be paid at the time of bidding based on the highest bidding option of the Bidder. Where payment of bid price at the time of bidding is waived at the discretion of the Syndicate Member, the offer price or the difference, as the case may be is to be paid within 3 days of advertisement of basis of allocation by the BRLM. Where a Bidder has been allocated lesser number of shares than he or she had bid for, the excess amount paid on bidding, if any, after adjustment for allocation, will be refunded to such bidder within 15 days from the Bid closing date.

The allocation of securities relating to the Book Built Portion shall be made within 15 days from the Bid Closing Date for Book Built Portion. The Company shall pay interest @15% p.a., (except to Bidders applying through stock invest) if allocation and/or transfer is not made within 15 days from the Bid Closing Date for Book Built Portion and refund orders are not despatched to the Bidders within 15 days of Bid Closing Date, for any delay beyond 15 days.

In relation to the Book Built Portion, the BRLM and the Company shall open an Escrow Account at the Escrow Collection Bank for the collection of the monies payable upon submission of the Bid Form or pursuant to allocation in the Book Built Portion. Each Bidder shall, with the submission of the Bid Form draw a cheque /demand draft/Stockinvest for the maximum amount of his bid in favour of the Escrow Account of the Escrow Collection Bank and submit the same to the Syndicate Member. Bid forms accompanied by cash will not be accepted. All investors shall be required to indicate the price in their bids at Floor price or above in multiples of Rs. 5/-. "Cut-Off" price bidding will not be allowed and such bids will be treated invalid. The Syndicate Member may at their discretion waive such payment at the time of the submission of the Bid Form, in which case the Offer Price or the difference, as the case may be is to be paid within 3 days of advertisement of basis of allocation by the BRLM. If the payment is not made favouring the Escrow Account within the time stipulated above, the Bid of the Bidder is liable to be cancelled and the Syndicate Member shall bring in funds under his underwriting obligations.

The Syndicate Member shall deposit such cheque/demand draft/Stockinvest with the Escrow Collection Bank which will hold the monies for the benefit of the Bidders till such time as the Offer Opening Date. On the Offer Opening Date, the Escrow Collection Bank shall transfer the funds from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Offer Account with the Bankers to the Offer.

Book Built Portion- The Non-Institutional Segment

The terms of payment for bidders in the Non Institutional category of the book built portion of the Offer would be mutatis mutandis similar to those for the Institutional portion of the Book built portion of The Offer.

Book Built Portion- The Retail Segment

The Bid must be for a minimum of 100 equity shares and in multiples of 100 equity shares but not more than 1000 shares. (The Bidder cannot make a bid for more than the number of shares offered through Book Building,) further the Bidder cannot bid at a price lower than the Floor price. The maximum bid price has to be paid at the time of bidding based on the highest bidding option of the Bidder. Where payment of bid price at the time of bidding is waived at the discretion of the Syndicate Member, the offer price or the difference, as the case may be is to be paid within 3 days of advertisement of basis of allocation by the BRLM. Where a Bidder has been allocated lesser number of shares than he or she had bid for, the excess amount paid on bidding, if any, after adjustment for allocation, will be refunded to such Bidder within 15 days from the finalisation of allocation.

The allocation of securities relating to the Book Built Portion shall be made within 15 days from the Bid Closing Date for Book Built Portion. The Company shall pay interest @15% p.a., (except to Bidders applying through stock invest) if allocation and/or transfer is not made within 15 days from the Bid Closing Date for Book Built Portion and refund orders are not despatched to the Bidders within 15 days of Bid Closing Date, for any delay beyond 15 days.

In relation to the Book Built Portion, the BRLM and the Company shall open an Escrow Account at the Escrow Collection Bank for the collection of the monies payable upon submission of the Bid Form or pursuant to allocation in the Book Built Portion. Each Bidder shall, with the submission of the Bid Form draw a cheque /demand draft/Stockinvest for the maximum amount of his bid in favour of the Escrow Account of the Escrow Collection Bank and submit the same to the Syndicate Member. Bid forms accompanied by cash will not be accepted. All investors shall be required to indicate the price in their bids at Floor price or above in multiples of Rs. 5/-. "Cut-Off" price bidding will not be allowed and such bids will be treated invalid. The Syndicate Member may at their discretion waive such payment at the time of the submission of the Bid Form, in which case the Offer Price or the difference, as the case may be is to be paid within 3 days of advertisement of basis of allocation by the BRLM. If the payment is not made favouring the Escrow Account within the time stipulated above, the Bid of the Bidder is liable to be cancelled and the Syndicate Member shall bring in funds under his underwriting obligations.

The Syndicate Member shall deposit such cheques/demand draft/Stockinvest with the Escrow Collection Bank, which will hold the monies for the benefit of the Bidders till such time as the Offer Opening Date. On the Offer Opening Date, the Escrow Collection Bank shall transfer the funds from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Offer Account with the Bankers to the Offer.

Spill-Over Option

Retail Bidders, who have not received any allocation in the Book Built Portion, shall have the option of being considered for allotment in the Fixed Price Portion subject to fulfillment of the following conditions:

-The Retail Bidder should clearly exercise the Spill Over Option by filling the relevant portion of the Bid Form properly. In case the Retail Bidder does not exercise such option or does not fill the relevant portion of the Bid Form properly, it shall be deemed that the Retail Bidder has not opted for such Spill Over option.

-The Retail Bidder should not have received any allocation of equity shares in the Book Built Portion. This aspect will be verified by the Registrar to the Offer without any reference or intimation to the Retail Bidder who exercises the Spill-Over Option.

-The Retail Bidder should have bid for the equity shares at or above the Offer Price. The Retail Bidder should have deposited the entire Bid Amount in the Escrow Account of the Company at the time of making the Bid. In such case the amounts deposited by the Retail Bidders into the Escrow Account of the Company under the Book Built Portion shall be entirely transferred into the Public Offer Account. The Bid of the Retail Bidders who exercise the Spill Over Option will be considered to be an application for the Fixed Price Portion for such number of equity shares (rounded off to the lower multiple of 100) as are derived by dividing the Bid Amount paid by such Retail Bidder by the Issue Price.

Retail Bidders who exercise the above Spill-Over Option, but do not fulfil any of the above conditions will receive refund.Draft Offer Document. The refunds payable for excess amounts deposited by the Retail Bidders who have exercised valid Spill-Over options shall be paid out of the Public Issue Account as per the terms of the Fixed Price Portion.

Bidders opting for the Spill-Over Option cannot make another application in the Fixed Price Portion as first/ sole applicant. In case the Bidders makes such additional application(s), all the applications including the Spill-Over Option would be treated as multiple applications and would be liable for rejection.

It is hereby clarified that by the exercise of the Spill-Over Option, the Bid Form shall be deemed to convert into an Application Form for the Fixed Price Portion, if all the above conditions are fulfilled.

 

Withdrawal of the Offer:

If the price discovered through the Book building mechanism is not acceptable to the Company, the Company reserves the right to withdraw the Offering from the market.

Fixed Price Portion Application must be for a minimum of 100 equity shares and in multiples of 100 equity shares thereafter upto 1000 equity shares. The details of amount payable on application and allotment are as under:

 

Towards Capital(Rs. per share)

Towards Premium

(Rs.)

Total Amount

Payable (Rs.)

On Application

 

 

 

Total

 

 

 

In case of partial allotment of shares, any excess amount paid on application shall be adjusted towards the amount due on allotment and the balance amount, if any, will be refunded by the company to the applicants.

Allotment of securities relating to the Fixed Price Portion shall be made within 15 days from the Offer Closing Date for Fixed Price Portion. The Company shall pay interest @15% p.a., (except to applicants applying through stock invest) if allotment is not made and refund orders are not despatched to the investors within 15 days from the Offer Closing Date for Fixed Price Portion for any delay beyond 15 days.

Offer Structure

The Offer Size is divided into the Book Built Portion and the Fixed Price Portion. The Offer consists of Public Issue of 1,14,00,000 Equity shares. The Offer consists of Book building portion of 1,02,60,000 equity shares and Fixed Price portion of 11,40,000 equity shares.

The Offer is being made through the 90% Book Building scheme. Not more than 60% of the Offer size (68,40,000 equity shares) shall be available for allocation on a discretionary basis to Institutional Investors and not less than 15% of the Offer size (17,10,000 equity shares) shall be available for allocation on proportionate basis to Non Institutional Investors. The balance 17,10,000 equity shares (not less than 15% of the Offer size) shall be available for allocation on proportionate basis to the retail investors. The Fixed price portion of the Offer will constitute a minimum of 10% of the Offer (11,40,000 equity shares) on proportionate basis to the retail investors.

Book Built Portion

The investors are required to submit their bids through the Syndicate member. No bid shall be rejected except on the technical grounds.

 

Fixed Price Portion

The present Offer also contains a Fixed Price Portion. Investors who for any reason(s) could not participate in the Book Building Portion during the Bidding Period or did not receive an allocation or CAN from the Syndicate Member through whom they participated, can apply for equity shares ut of the Fixed Price Portion. However, investors who have been successful in getting an allocation in the Book Built Portion cannot apply in the Fixed Price Portion.

The equity shares to be offered under the Fixed Price Portion shall be made available at the Offer Price.

Investors may note that in case of over subscription in the Fixed Price Portion, allotment will be made on a proportionate basis, in consultation with the Delhi Stock Exchange being the Regional Stock Exchange and extant SEBI Guidelines.

The Fixed Price Portion shall be available for subscription during the Offer period and not during the Bidding Period.

 

Procedure for Bidding

Dos

1. Check who can Bid

2. Fill up the Resident Bid Form (Black and White) or Non – Resident Bid Form (Blue in Colour ) as the case may be.

3. Fill up the Bid Form after reading the instruction carefully regarding:

i) Payment details

ii) Bank details

iii) Usual Signatures

iv) PAN/GIR Nos

v) DP details

4. Enter correct details of DP and Beneficiary Account allocation in Book Building is compulsory in demat form for Institutional and Non Institutional Investors and optional for Retail Investors.

5. Submit Bid at Bidding Centres only and obtain Transaction Registration Slip (TRS) from the Syndicate Member.

6. Bid Form should bear the stamp of the Syndicate Member, if not the same would be rejected.

7. Submit Revised Bid to the same Syndicate Member through whom the Original Bid was placed and obtained a revised TRS.

Don’ts

1.      Do not Bid for lower than minimum Bid size i.e. 1100 shares in case of Institutional category and Non Institutional category. In case of Retail category do not bid for more than 1000 shares.

  1. A Bidder should not Bid on another Bid Form after his/ her Bids on one Bid Form have been submitted to any Syndicate Member, the same may be rejected as multiple Bidding.
  2. Bid amount is not to be paid in cash, otherwise the same may be rejected.
  3. Bid forms not to be sent by post, but hand delivered.

Bid Form

Bidders shall only use the Bid Form for the purpose of making a Bid in terms of this Offer Document. The bidder shall have the option to make a maximum of three Bids in their Bid Form and such options shall not be considered as multiple applications. Upon the allocation of shares and dispatch of CAN and filing of Offer Document with the RoC, the Bid Form shall be considered as the application form and upon issue of shares shall function as an authority given to the Company by the Bidder to sign the transfer form or authority pursuant to which the shares in physical or Demat form will be transferred. On filling the Bid Form, the Bidder is deemed to have authorized the Company to make the necessary changes in the Offer Document and the Bid Form as would be required for filing of Offer Document with the RoC and as would be required by the RoC after such filing, without any prior or subsequent notice of such changes to the Bidder.

Who Can Bid

a. Indian nationals resident in India who are majors, insingle or joint names (not more than three)

b. Hindu Undivided Families in the individual name of the Karta

c. Non Resident Indians (NRIs), Overseas Body Corporates (OCBs) and Foreign Institutional Investors (FIIs) on repatriation basis and non-repatriation basis subject to applicable laws

d. Companies, Corporate Bodies and Societies registered under the applicable laws in India and authorized to invest in these shares

e. Indian Financial Institutions, Commercial Banks and Regional Rural Banks, Co-operative Banks subject to

permission from RBI, if any.

f. Trust registered under Societies Registration Act, 1860, or any other Trust law and are authorized under their constitution to hold and invest in shares

g. Indian Mutual Funds registered with SEBI Book Running Lead Manager/ Syndicate Member as also any associate of Lead Manager/ Syndicate Member (except AMC on behalf of Mutual Fund and Indian Financial Institutions and Public Sector plans) shall not participate in the bidding process where allocation is discretionary.

The BRLM / Syndicate member shall not be entitled to subscribe to Offer in any manner except by virtue of devolvement of underwriting.

Steps to be taken upfront by the Bidders :

To check whether he/she is eligible for bidding Institutional and Non Institutional Bidder necessarily need to have a demat account Filling up of bid forms as per instructions given elsewhere in the draft offer document and the Bid form.

 

Procedure for Bidding

a. The Syndicate Member will circulate copies of the Offer Document to their clients.

b. Investors desirous to have copies of the Offer Document can obtain the same from the Registered Office of the Company or the BRLM/Syndicate Member.

c. The Company & the BRLM shall declare the Bid Opening Date and Bid Closing Date and publish the same in three widely circulated newspapers (one each in English, Hindi and regional language) atleast one day prior to the Bid Opening Date. This advertisement shall contain the salient features of the Offer Document as specified under Form 2A, the method and process of bidding and the names and addresses of the Syndicate Member as well as Bidding Terminal, the date of allocation for book build portion and latest date of despatch of CAN. The Syndicate Member shall start accepting Bids from the investors from the Bid Opening Date.

d. Investors who are interested in subscribing to the Company’s equity shares should approach the Syndicate Member to register their Bid.

e. The Syndicate Member shall compulsorily take the Bid Form in writing from the Bidders in India and abroad.

Electronic Registration of Bids

a. The Syndicate Member will register the Bids using the on-line facilities of NSE (National Stock Exchange of India Ltd.) and BSE ( The Stock Exchange, Mumbai).

b. NSE/BSE will offer a screen based facility for registering Bids for the Offer. This facility will be available on the terminals of Syndicate Member during the Bidding Period. Syndicate Member can also set up facilities for off-line electronic registration of bids subject to the condition that they will subsequently download the off-line data file into the on-line facilities for Book Building on an half hourly basis.

c. At the time of registering the Bid, the Syndicate Member shall enter the following details of the investor in the on-line system:

• Name of the investor

• Investor Category - Individual / Corporate/ NRI/OCB/ FII/MF/Trust/HUF etc.

• Number of shares

• Bid price (See the following Para)

• Bid Form number

• Whether payment made upon submission of Bid Form

d. After the above data is entered, the system will generate a Unique Transaction Identification Code (UTIC), which will indicate the Syndicate Member’s identity and the investor’s registration with him. A system generated Transaction Registration Slip (TRS) (or the Order Confirmation Note) will be given to the Investor as a proof of the registration of each Bid Option. It is the Bidders responsibility to obtain the TRS from the Syndicate Member and verify the details in the TRS with the Bid submitted and point out discrepancy, if any. The registration of the Bid by the Syndicate Member does not guarantee that the shares shall be allocated either by the Syndicate Member or the Company or the BRLM.

e. Such TRS by itself will not create any obligation of any kind.

f. The Syndicate Member has the right to vet the Bid, but no Bid shall be rejected except on technical grounds.

 

It is to be distinctly understood that the permission given by NSE to use their network and the software of the online IPO (Initial Public Offer) system should not in any way be deemed or construed that the compliance with various statutory and other requirements by the Company, BRLM etc. are cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of this Issuer, its Promoters, its management or any scheme or project of this Issuer.

It is also to be distinctly understood that the approval given by NSE should not in any way be deemed or construed that the Draft Offer Document has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Offer Document; nor does it warrant that the securities will be listed or will continue to be listed on the Stock Exchange.

 

Technical Grounds on which Bids can be rejected.

Bids can be rejected on technical grounds such as:-

If,

a. the bid is not as per the bid size applicable in that category.

b. a bidder bids on another bid form after his/her bid on one bid form has been submitted to any syndicate member, the same be rejected as multiple bidding

c. the bid amount is paid in cash

d. the bid forms are sent by post

e. the bid form is not accompanied by a stamp of a syndicate member

f. the bid is at a cut-off price

g. the bid is not made in the appropriate bid/revision form

h. the bid is made below floor price

i. the bid form is not signed

j. the bid form is not filled up in terms of the Instructions

k. Bidder details in the bid form are not correct.

The above grounds are only indicative and not exhaustive.

Bids at Different Price Levels

a.       A Floor price will be advertised prior to the Bid Opening Date i.e. on -------------, 2000 in the following newspaper dailies - ----------- or ------------ (English), ---------- (Hindi), ----------------- (Regional Language) for the reference purposes of the Bidders. The BRLM reserve the right to finalize the Offer Price at or above the Floor price without prior approval of or intimation of the Bidders. The Offer Price as determined by the Company in consultation with the BRLM may be at or above the Floor price.

b. Bidders will have to place their bids at a price, which may be at Floor price or above in multiples of Rs. 5/-. However, the Bidders cannot bid below the Floor price of the equity shares of the Company.

c. An investor will not have an option of putting a "Cut Off Price Bid" on the on-line system. Such a Bid would be rejected.

Escrow Mechanism

The Company shall open Escrow Accounts with one or more Escrow Collection Banks in whose favour the Bidder shall make out the cheque or demand draft in respect of his or her Bid and/or revision. The Escrow Collection Banks will act in terms of this Offer Document and an Escrow Agreement to be entered into between the BRLM, the Company, the Escrow Collection Bank and the Registrars to the Offer. The monies in the Escrow Account shall be maintained by the Escrow Collection Bank for and on behalf of the Bidders. The Escrow Collection Bank shall not exercise any lien over the monies deposited therein, and shall hold the monies therein in trust for the investors, and on or after the Offer Opening Date transfer the monies to the Public Offer account with the Bankers to the Offer in terms of the Escrow Agreement.

The Bidders are informed that the Escrow Mechanism is not prescribed by SEBI and the same has been established as an arrangement between the Escrow Collection Bank(s), the Company, the Registrars to the Offer and the BRLM, to facilitate collections from the Bidders.

The margins collected by the Bidder shall be credited to the escrow account. No part of the margin shall be held by the Syndicate member. The Syndicate member shall deposit the margins latest by the next day to the date of receipt of bid alongwith the margin.

Bidding and payment into the Escrow Collection Account

a.      Each Bid Form will give the Bidder the choice to bid for up to three optional price and demand (i.e. number of shares bid for) levels. The price and demand options submitted by the Bidder in the Bid Form will be treated as optional demands from the Bidder and will not be cumulated. After discovery of the Offer Price, the maximum number of shares bid for by a Bidder at or above the Offer Price will be considered for allocation and the rest of the Bid, irrespective of the bid price will become automatically invalid.

  1. The Bidder cannot bid on another Bid Form after his bids on one Bid Form have been submitted to any Syndicate Member. Submission of a second Bid Form to either the same or to another Syndicate Member will be treated as multiple bidding and is liable to be rejected either before entering the bid into the NSE/BSE bidding system, or at any point of time prior to the allotment/allocation and/or transfer of shares in the Offer.

 

  1. Along with the Bid Form, all Bidders will submit a cheque or draft payable to the Escrow Account or Stockinvest (subject to applicable laws/guidelines) favouring the Company. The amount of such payment will be the highest value of the optional bids submitted in the Bid Form. The Syndicate Member can waive this requirement of payment to the Escrow Account for any Bidder as per his discretion. However, if such payment is not waived by the Syndicate Member, the full amount of payment has to be made and partial payment will not be accepted by the Syndicate Member.
  2. The Syndicate Member will enter each option into the NSE bidding system / BSE bidding system as a separate bid and generate a TRS for each option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRS’ for each Bid Form.

Build Up of the Book & Revision of Bids

a.       Bids registered by various Bidders through their Syndicate Member shall be electronically transmitted to the NSE/BSE mainframe on an on-line basis.

  1. The book gets built up at various price levels. This information will be available to the BRLM on an on-line basis.
  2. During the Bidding Period, any Bidder who has registered his or her interest in the equity shares at a particular price level is free to revise his or her Bid using the printed Revision Form.
  3. The revision can be made in both the desired quantity of shares and the Bid Price by using the Revision Form. The Bidder must fill his or her Bid Form number, details of all the options in his or her Bid Form or earlier Revision Form and revisions for all the options as per his Bid Form or earlier Revision Form. If a Bidder has bid in three options in the Bid Form and he is changing only one of the options in the Revision Form, he must still fill the details of the other two options in the Revision Form as unchanged. Incomplete or inaccurate Revision Forms will not be executed by the Syndicate Member.
  4. The Bidder can make this revision any number of times during the Bidding Period. However, for any revision(s) in the earlier Bid, the Bidder will have to use the services of the same Syndicate Member through whom he has placed the original Bid, otherwise the revised bid is liable for rejection.
  5. Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft or Stockinvest for the full amount of the revised Bid after adjustment against the payment made at the time of the original Bid or previously revised. The excess amount paid, if any shall be returned to the Bidder at the time of refund in accordance with the terms of this Offer Document. The Syndicate Member may at his sole discretion waive the payment requirement at the time of one or more revisions.
  6. When a Bidder revises his or her bid, he or she shall surrender the earlier TRS and get a revised TRS from the Syndicate Member. It is the responsibility of the Bidder to request for and get the revised TRS, which will act as proof of his or her having revised the previous Bid.
  7. In case of discrepancy of data between NSE/BSE and the Syndicate Member, the decision of the BRLM based on the records of NSE/BSE may be final.

 

Price Discovery and Allocation

a.       After the Bid Closing Date, the BRLM and the Issuer shall analyze the demand generated by the Syndicate at various price levels

  1. The Company in consultation with the BRLM shall finalize the "Offer Price" and thereafter allocation will be done on discretionary basis to Institutional Investors and on proportionate basis to Non Institutional Investors and Retail Investors.
  2. The BRLM within 2 days of finalisation of basis of allocation will advertise the basis of allocation for each category, which will be deemed to be notice of the allocation to the Bidder.
  3. The BRLM shall intimate the Offer Price and allocations to the Bidders.

Distribution of Allocation for the Book Built portion

1.      Institutional Bidder

The allocation in the institutional category will be discretionary and would be decided based on the quality of the bid determined broadly by the size, price and date of the bid.

  1. Non Institutional Bidder

Bids received from Non Institutional category at or above the Offer price shall be grouped together to determine the total demand under this category. The allocation to all successful Non Institutional Bidders will be made at Offer price. If the aggregate demand in this category is less than or equal to 15% of the Offer, full allocation shall be made to the Non Institutional bidders to the extent of their demand. The Company shall have the option to allocate Bids in excess of 15% of the Offer to the Non Institutional Bidders, subject to valid bids being received at or above the Offer price. In case the aggregate demand in this category is greater than 15%, allocation shall be made on proportionate basis upto a minimum of 15% of the Offer and a public representative from the governing board of the Regional Stock Exchange or any such person authorised by SEBI/ Stock Exchange shall be associated in the process of finalisation of basis of allocation on over-subscription.

  1. Retail Bidders

Bids received from Retail category at or above the Offer price shall be grouped together to determine the total demand under this category.

The allocation to all successful Retail Bidders will be made at Offer price.

If the aggregate demand in this category is less than or equal to 15% of the Offer, full allocation shall be made to the Retail bidders to the extent of their demand.

The Company shall have the option to allocate Bids in excess of 15% of the Offer to the Retail Bidders, subject to valid bids being received at or above the Offer price.

In case the aggregate demand in this category is greater than 15%, allocation shall be made on proportionate basis upto a minimum of 15% of the Offer and a public representative from the governing board of the Regional Stock Exchange or any such person authorised by SEBI/ Stock Exchange shall be associated in the process of finalisation of basis of allocation on over-subscription.

 

Inter-se Spill Over option:

In case of under-subscription in a category or inadequate demand at Offer price in a category, excess subscription or demand will be spilled Inter-se between categories at the discretion of BRLM and the Company .

Signing of Underwriting Agreement & RoC Filing

a. The BRLM being the sole Syndicate Member shall enter into an underwriting agreement with the Company on being intimated about the Offer Price and allocation(s) to their Bidders.

b. The Offer Document shall be finalized and filed with the RoC soon after signing of the underwriting agreements.

Announcement Advertisement

After the Offer Price is determined by the Company in consultation with the BRLM, the statutory advertisement will be issued by the Company after the filing of the Final Offer Document with the RoC. This advertisement shall in addition to the information that has to be set out in the statutory advertisement indicate the price of the securities along with a table showing the number of securities and the amount payable by an investor.

Issuance of Confirmation of Allocation Note and Allotment for the Book Built Portion

a.       The BRLM shall finalise a list of Bidders who have been allocated shares in the Book Built Portion.

  1. The finalisation of the list of allocation of the Bidders by the BRLM shall constitute acceptance of the Bids set out in the said lists for the Offer and the same shall be deemed to be a valid and binding contract. The Bidders shall be deemed to have knowledge of such acceptance immediately upon the finalisation of the allocation of the Bidders.
  2. The Syndicate Member would then send the CAN to their Bidders who have been allocated shares in the Book Built Portion and who have paid into the Escrow Account in part at the time of the bidding. Bidders whohave been allocated shares and who have already paid the full bid amount into the Escrow Account at the time of bidding shall directly receive the CAN from the Registrar to the Offer subject, however, to realization of their cheques or demand drafts or Stockinvest paid into the Escrow Account. In case of allocation of shares, any excess amount paid on application shall be adjusted towards the amount due on allocation and the balance amount, if any, will be refunded by the company to the applicants.
  3. Allocation and/or transfer of securities relating to the Book Built Portion shall be made within 15 days from the Bid Closing Date for Book Build Portion. The Company shall pay interest @15% p.a., (except to applicants applying through stock invest) if allocation and/or transfer is not made and refund orders are not despatched to the investors within 15 days from the Bid Closing Date for Book Build Portion for any delay beyond 15 days.
  4. Equity shares shall thereafter be allotted and/or transferred to the investors within 15 days of the Bid Closing Date for Book Built Portion.
  5. Bidding Mechanism and Procedure for Bids by Mutual Funds The Bidding mechanism and procedure for bids by Mutual Funds will be mutatis mutandis as applicable to the other categories of investors as stated under para " Procedure for Bidding" above.
  6. Multiple bids by Mutual Funds

In case of bids by Mutual Funds, a separate Bid form can be submitted in respect of each scheme of an Indian Mutual Fund registered with SEBI and that such bids shall not be treated as mulitple bids provided that the bid made by Asset Mangement Company/Trustees/ Custodian clearly indicate their intention as to the scheme for which bid has been made.

INSTRUCTIONS

Book Built Portion

Instructions for Filling Up the Bid Form for the Book Built Portion

a. Bidders can obtain Bid Forms and/or Revision Forms from the Syndicate Member.

a.       Bids and revisions to Bids must be:

• Made only in the prescribed Bid Form or Revision Form, as applicable, completed in full, in BLOCK LETTERS in ENGLISH in accordance with the instructions contained herein and in the Bid Form and are liable to be rejected by the Syndicate Member(s) if not so made.

• For a minimum of 1100 shares and in multiples of 100 shares thereafter in case of Institutional Investors and Non Institutional Investors.

• For a minimum of 100 shares and in multiples of 100 shares upto 1000 shares in case of Retail Investors.

• In single name or in joint names (not more than three).

• Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under his or her official seal.

  1. Bidder’s Bank Details

The name of the first or sole Bidder’s bank, branch, type of account and account number must be filled in the Bid Form. It is mandatory for the Bidder to provide this information. This is required for the Bidder’s own safety so that these details can be printed on the refund orders. Bids without these details are liable to be rejected.

 

  1. Bidders Depository Account Details

The allotment / allocation of shares under the Book Build portion shall be compulsorily in dematerialised form Institutional and Non Institutional Investors and optional for Retail Investors. The Bidders have to necessarily mention their Depository Participant’s name, DP-ID and Beneficiary Account Number in the Bid Form. Bid Forms without the depository account details will be rejected in case of Institutional and Non Institutional Bidders. In case of Bid Forms submitted in joint names, it must be ensured that the Depository Account is also held in the same joint names and which are in the same sequence in which they appear in the Bid Form. The BRLM may call for the proof of detail of their depository account.

Investor who have indicated their preference for holding shares in a dematerialized (demat) form, will have to follow the steps mentioned below:

• The Bidder or Applicant will fill up the Depository Instruction Section in the Bid form or Application Form which will authorize the Company to allot shares to him in the Electronic form.

• The Bidder or applicant in Retail category may apply for part of shares in dematerialised form and the balance in physical form. This should be indicated under the heading ‘Request for Shares in Electronic Form’ in the Bid/ Application form.

  1. Bids under Power of Attorney

In case of Bids made under Power of Attorney or by limited companies, corporate bodies, registered societies, etc. a certified copy of the Power of Attorney or the relevant resolution or authority, as the case may be or a duly certified copy thereof along with a certified copy of the Memorandum & Article of Association and/or Bye Laws must be lodged along with the Bid form

f. Bids by NRIs, OCBs or FIIs on a repatriation basis

         i.            Bids Form and Revision Forms must be made only:

• On the prescribed Bid Form or Revision Form, as applicable, (Blue in colour) and completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained herein and in the Bid Form or Revision Form and are liable to be rejected by the Syndicate Member(s) if not so made;

• In a single or joint names (not more than three)

• In the names of individuals, societies and other corporate bodies owned predominantly (at least to the extent of 60%) by Non-Resident Individuals of Indian nationality or origin, or in the names of Foreign Institutional Investors but NOT in the names of minors, firms or partnerships, foreign nationals or their nominees. Bids by overseas limited companies and other corporate bodies owned predominantly (at least to the extent of 60%) by Non Resident Indians must be accompanied by a certificate in the prescribed form OAC/OAC 1 from Overseas Auditor or Chartered Accountant or Certified Public Accountant.

(ii) Bid Forms or Revision Forms from Non Residents, duly completed along with cheque or bank drafts or Stockinvest, for the amount payable for Bidding or revisions remitted through normal banking channels or out of funds held in Non Resident External (NRE) Accounts or Foreign Currency Non Resident (FCNR) Accounts, maintained with banks authorized to deal in foreign exchange in India, along with documentary evidence in support of the remittance must be delivered to the Syndicate Member at the time of submission of the Bid Form or Revision Form or after the allocation as the case may be. Payment will not be accepted out of Non Resident Ordinary (NRO) Account of Non Resident Bidders. Payment by drafts should be accompanied by Bank Certificate confirming that the draft has been issued by debiting to NRE or FCNR Account.

(iii) All cheques or Bank Drafts accompanying the Bid Form or Revision Form should be crossed A/c. Payee Only and made payable to the Escrow Account of the Escrow Collection Bank and marked "------------------ Bank – Escrow A/c. EILBOOK BUILDING OFFER-NR" A separate cheque or bank draft must accompany each Bid form or Revision Form. Under no circumstances should the Bid Form or Revision Form with remittance be sent to the Company or to the Registrars to the Offer.

     iv.            Under Regulation 20/2000, dated May 3, 2000, RBI has given General permission to Indian Companies for issue of Shares to NRIs/OCBs. Consequently Indian Companies seeking NRI/OCB investment do not require any prior RBI approval, provided the investment is within sectoral limits prescribed by RBI. RBI vide its Letter No. CO.FID(II) HD 6034/10.02.40 (9065)99/2000, dated June 22, 2000, has given permission to the Company to issue shares to FIIs on repatriation basis. Hence it will not be necessary for the investors to seek separate permission from RBI. The allotment of the equity shares to Non Residents shall be subject to RBI approval or any other requisite authority as may be necessary under the existing Exchange Control Regulation. Sale proceeds of such investments in equity shares will be allowed to be repatriated along with the income thereon subject to the permission of RBI and subject to Indian Tax Laws provided the investments are made by inward remittances from abroad through approved banking channels or out of funds held in NRE or FCNR Account.

  1. Refunds, dividends and other distributions, if any, will be payable in Indian Rupee only and net of bank charges and/or commission. In case of Bidders who remit money payable upon submission of the Bid Form or Revision Form through Indian Rupee Drafts from abroad, such payments in Indian Rupees will be converted into US Dollars or any other freely convertible currency as may be permitted by RBI at the rate of exchange prevailing at the time of remittance and will be despatched by Registered Post or if the applicants so desire, will be credited to their NRE Accounts, details of which should be furnished in the space provided for this purpose in the Bid Form. The Company will not be responsible for loss, if any, incurred by the Bidder on account of conversion of Foreign Currency into Indian Rupees and vice versa.

For further instructions, please read the Bid Form and/or the Revision Form carefully.

g Payment Instructions for Book Built Portion

i Cash Payment will not be accepted by the Syndicate Members for the Book Built

Portion. Payment may be made by way of cheque or Stockinvest (subject to applicable laws/guidelines) or demand draft drawn on any bank, including a Co-operative Bank which is situated at and is a member or sub-member of the Bankers Clearing House located at the place where the Bid Form or Revision Form is submitted. Outstation cheques or bank drafts, or cheques or bank drafts drawn on banks not participating in the clearing process will not be accepted. Bidders based in cities other than the bidding centers can give demand drafts payable at the location of the bidding center where the Bid Form or Revision Form is submitted. Such Bidders based in cities other than the bidding centers can submit their Bid Forms or Revision Forms only by hand delivery to the Syndicate Members. Bids sent by post will not be registered by the Syndicate Members.

       ii.            All cheques or drafts must be made payable to the Escrow Collection Bank or Banks and favouring "--------------- Bank - Escrow A/c EILBOOK BUILDING OFFER" and crossed "A/C PAYEE ONLY". In case of payment by cheque or bank draft or Stockinvest (subject to applicable laws/guidelines), a separate cheque or bank draft or Stockinvest must accompany each Bid Form or Revision Form. Bidders are advised to mention the serial number of the Bid Form on the reverse of the instruments to avoid misuse of instruments submitted along with the Bids for equity shares

  1. Where the maximum Bid for equity shares by a Bidder is for the total value of Rs.50,000 or more, i.e. the actual number of securities bid for multiplied by the bid price, is Rs.50,000 or more the Bidder or in the case of a Bid in joint names, each of the Bidders should mention his or her Permanent Account Number (PAN) allotted under the Income-tax Act, 1961 or where the same has not been allotted, the GIR Number and the Income Tax Circle/ Ward/ district. In case, neither the PAN nor the GIR number has been allotted, the Bidder must mention "Not allotted"in the appropriate place. Bid Form without this information will be considered incomplete and are liable to be rejected.
  2. All Bid Forms or Revision Forms duly completed and accompanied by Account Payee cheques or drafts or Stockinvest shall be submitted to the Syndicate Member at the time of submitting the Bid. The Syndicate Member may at his discretion waive the requirement of payment at the time of submission of the Bid Form and Revision Form.
  3. No separate receipts shall be offered for the money payable on submission of Bid Form or Revision Form. However, the collection center of the Syndicate Member will acknowledge the receipt of the Bid Forms or Revision Form by stamping and returning to the Bidder the acknowledgment slip. This acknowledgment slip will serve as the duplicate of the Bid Form for the records of the Bidder, apart from the TRS.

 

 

 

Application by Mutual Funds

a. Separate bids can be made in respect of each scheme of an Indian mutual fund registered with the Board and such bids shall not be treated as multiple applications.

b. The bids made by the Asset Management Companies (AMCs) or custodians of a Mutual Fund should clearly indicate the name of the concerned scheme for which bid is being made.

Payment By Stockinvest

The Bidder who is an individual or a mutual fund has the option to use the instrument Stockinvest in lieu of cash or cheques or bank drafts for payment of application money, subject to applicable laws and guidelines. The Bidder using Stockinvest should submit the Bid Form or Revision Form along with the instrument to the collection center of the Syndicate Member mentioned in the Bid Form. Stockinvest instruments are payable at par at all the branches of the issuing bank and as such, outstation Stockinvest instruments can be attached to the Bid Form or Revision Form.

The Bidder may approach the banks concerned for obtaining Stockinvest and detailed instructions for the same. The Bidder has to fill in the following particulars:

1. Title of the Account as mentioned in the Bid Form

2. Maximum number of Shares bid for

1.      The maximum amount payable as per the options in the Bid Form or Revision Form

The Bidder should thereafter sign the instrument. It should also bear the stamp of the bank issuing the instrument and should be crossed "A/c Payee Only" and made payable only to "EIL". The Bidder will bear all Service charges for issuing the Stockinvest. The Bidder should not fill in the portion to be filled up by the Registrars to the Offer (Right hand portion of the instrument). The Registrars to the Offer will fill up the Right-hand side of the Stockinvest indicating the Shares allotted to the Bidders, calculated as follows:-

a. In case of full allotment, the Registrars will enter the number of shares on the right hand side equal to that on the left-hand side of the instrument.

b. In case of partial allotment, Registrars will enter a number on the right hand side of the instrument, which will be less than the number filled up by the applicant on the left-hand side.

a.       In case the allotment is nil, Registrars will enter ‘nil’ on the right hand side of the instrument. The Purchaser should use Stockinvest, and the name of the Purchaser or one of the Purchasers should be indicated as the first Bidder in the Bid Form or Revision Form. Thus, if the signature of the Purchaser on the Stockinvest and the signature of the first Bidder in the Bid Form or Revision Form do not tally, the Bid would be treated as having been accompanied by a third party Stockinvest and is liable to be rejected.

 

The purchaser should use the stockinvest, and the name of the Purchaser or one of the Purchasers should be indicated as the first bidder in the Bid form or Revision Form. Thus, if the signature of the Purchaser on the Stockinvest and the signature of the first bidder in the Bid Form or Revision Form do not tally, the Bid would be treated as having been accompanied by a third party Stockinvest and is liable to be rejected.

The Purchaser should use the Stockinvest instrument within 10 days from the date of issue of the instrument, failing, which such Bids are liable to be rejected. For the purpose of calculating the 10 days, the last date for use of the Stockinvest for submitting the Bid Form to the Syndicate Member is indicated on the face of the Stockinvest with a notation "to be used before _____________ "

The Registrars will not issue a refund order to the Bidders using Stockinvest for payment of money due under the Bid Form or Revision Form. In case of non allotment of Shares, the Registrars will return the cancelled Stockinvest instruments to the Bidders within 10 days of the Offer Closing Date for Book Built Portion, by Registered Post. The Bidder will have to approach the issuing bank branch for lifting the lien.

The Company through Resolution of the Board of Directors passed on -----------------, has authorized the Registrars to the Offer to sign on behalf of the Company to realize the proceeds of the Stockinvest from the issuing bank or to affix non-allotment advice on the instrument, or to cancel the Stockinvest(s) of the non-allottee. The Registrars shall directly send back such cancelled Stockinvest(s) to the Bidders.

Reserve Bank of India vide its circular no. DBOD No.FSC.BC.100/24.47.001/94 dated September 2, 1994 has restricted the use of Stockinvest(s) to individual investors and Mutual Funds only. Stockbrokers, Corporate Bodies, Banks and Financial Institutions are not allowed to apply through Stockinvest(s). A ceiling of Rs.50,000/- per individual per Stockinvest has been imposed. The above ceiling is not applicable to Mutual Funds. In the interest of the investors, to avoid rejection of applications on technical grounds, it is suggested that the applicant should ensure that :

(a) the date of issue of the stockinvest by the issuing bank is clearly mentioned on the instrument

(b) the instrument is duly signed by the authorised officer of the bank giving his code number

(c) any correction / alteration in the date of issue, amount, the name of the Issuer, etc., should be attested by an authorised officer of the issuing bank

(d) the applicant has clearly written the name of the Issuer, the amount and signed the instrument. The signature on the instrument should tally with the specimen signature of the first named applicant as appearing on the application form

(e) in case the stockinvest is purchased in joint account, the names of both the account holders should be mentioned in the stockinvest instrument at the place mentioned for writing the name of the investor

(f) the amount written in the application form to be deposited and the amount of the stockinvest instrument accompanying the application form should be the same.

(g) the stockinvest is to be utilised by the purchaser(s) and the purchaser’s name or name of one of the purchasers is invariably indicated as the first applicant in the share application form. Thus, if the signature of the purchaser on the stockinvest and the signature of the first applicant on the application form does not tally, the application would be treated as having been accompanied by a third party stockinvest and is liable to be rejected.

Note: The above information is given for the benefit of investors and the Company is not liable for any modification of the terms of Stockinvest or procedure thereof by the issuing bank.

Disposal of Application Money in Case of Stockinvest

In case of non-allotment, the Registrars to the Offer shall directly send back the cancelled Stockinvest to the Bidders along with the relative advice. The Stockinvest would bear stamps such as "CANCELLED" and "NOT ALLOTTED" across the face of the instrument. The issuing bank will lift the lien on the account on surrender of the same by the Bidder.

On allotment or partial allotment, the Registrars to the Offer shall fill in the amount (which will be less than or equal to the amount filled by the Bidder) before presenting the Stockinvest to the respective issuing Banker for payment to the extent of allotment. The Bank will lift the lien on the balance amount, if any, of the deposit.

Inquiries relating to Stockinvest may be addressed only to the Registrars to the Offer and not to the issuing bank.

The above information is given for the benefit of Bidder and the Company is not liable for any modification of terms of Stockinvest or procedure thereof by issuing banks.

The Registrars shall send back the cancelled instrument to the Bidders directly by registered post within 15 days of the Offer Closing Date for Book Built Portion.

All conditions mentioned earlier for making an Bid through cheques or demand drafts will also apply to Bids made with Stockinvest.

For further instructions, please read the Bid Form carefully.

Allocation

After the Company has received the entire Offer proceeds for the Book Built Portion, it will proceed to complete the allotment formalities for the Book Built Portion. The allocation under Book Built Portion will be compulsorily under dematerialised form for Institutional and Non Institutional Investors, the Bidders may have it rematerialised afterwards. Incase of Retail Investors the allocation will be either physical or demat at the option of the Retail Investors. After allotment all Bidders will receive credit for these shares directly in their depository accounts and share certificates will despatched to those Retail Investors who have opted for physical shares.

 

Fixed Price Portion

1. Instructions for Filing of Forms for Fixed Price Portion

a.       Availability of Offer Document and Application Forms

Application Forms for the Fixed Price Portion along with the copies of the Offer Document and/or Abridged Offer Document may be obtained from the Registered Office of the Company, from the BRLM, other Lead Managers or from the collection centers listed in the Application Forms.

b. Applications must be:

• Made only in the prescribed Application Form.

• Completed in full, in BLOCK LETTERS in ENGLISH in accordance with the instructions contained herein and in the Application Form. Incomplete Application Forms are liable to rejection.

• For a minimum of 100 shares and in multiples of 100 shares thereafter, upto a maximum of 1000 shares

• In single name or in joint names (not more than three)

• Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under his or her official seal.

c.Applicant’s Bank Details

The Application Form must contain the name of the first or sole applicant’s bank, branch, type of account and account number. It is mandatory for the applicant to

provide this information. This is required for the applicant’s own safety so that these details can be printed on the refund orders. Applications without these details are liable to be rejected.

d. Applicant’s Depository Account Details

The investor has an option to get his shares using the Depository mode. Investors desirous of availing this facility should mention their Depository Participant’s name, DP-ID and Beneficiary Account Number in the Application Form. In case an applicant seeks allotment of certain number of shares in dematerialised form and the remaining in physical form, these would be clubbed for the purpose of arriving at the basis of allocation. Further, it may be noted that the allotment of shares would first be done in the electronic form and then in the physical form. However, if the same Applicant submits two Applications, one for physical shares and the other for shares in dematerialised form, such Applications will be treated as multiple applications and are liable to be rejected. In case of Applications submitted in joint names, it must be ensured that the Depository Account is also held in the same joint names and which are in the same sequence in which they appear in the Application Form

a.       Applications under Power of Attorney

A certified copy of the Power of Attorney must be lodged along with the Application form in case of applications made under Power of Attorney.

f. Application by NRIs on repatriation basis

Applications must be made only:

(i) On the prescribed Application (Blue in colour) and completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained herein and in the Application Form and are liable to be rejected if not so made;

(ii) In a single or joint names (not more than three)

(iii) In the names of individuals by Non-Resident Individuals of Indian nationality/origin but NOT in the names of minors, firms or partnerships, foreign nationals or their nominees

(iv) Application Forms from Non Residents, duly completed along with cheques or bank drafts or Stockinvest, for the amount payable on application remitted through normal banking channels or out of funds held in Non Resident External (NRE) Accounts or Foreign Currency Non Resident (FCNR) Accounts, maintained with banks authorized to deal in foreign exchange in India, along with documentary evidence in support of the remittance must be delivered before the close of Subscription List to such of the branches of the Bankers to the Offer at places mentioned against their names in the Application Form. Payment will not be accepted out of Non Resident Ordinary (NRO) Account of Non Resident Subscribers. Payment by drafts should be accompanied by Bank Certificate confirming that the draft has been issued by debiting to NRE or FCNR Account.

(v) All cheques or bank drafts accompanying the application should be crossed "A/c. Payee Only" and made payable to any of the Bankers to the Offer with whom the application is lodged and marked "A/c EIL - PUBLIC OFFER NR"( for example "Name of the Bank A/c. EIL - PUBLIC OFFER NR". Each Application Form must be accompanied by a separate cheque or bank draft. Under no circumstances should the Application Form with remittance be sent to the Company or to the Registrars to the Offer or the Book Running Lead Manager to the Offer. In case of payment by cheque or bank draft or Stockinvest (subject to applicable laws/guidelines), a separate cheque or bank draft or Stockinvest must accompany each Application Form. Applicants are advised to mention the serial number of the Application Form on the reverse of the instruments to avoid misuse of instruments submitted along with the applications for equity shares.

     iv.            Under Regulation 20/2000, dated May 3, 2000, RBI has given General permission to Indian Companies for issue of Shares to NRIs/OCBs. Consequently Indian Companies seeking NRI/OCB investment do not require any prior RBI approval, provided the investment is within sectoral limits prescribed by RBI. RBI vide its Letter No. CO.FID(II) HD 6034/ 10.02.40 (9065)99/2000, dated June 22, 2000 has given permission to the Company to issue shares to FIIs on repatriation basis. Hence it will not be necessary for the investors to seek separate permission from RBI. The allotment of the equity shares to Non Residents shall be subject to RBI approval or any other requisite authority as may be necessary under the existing Exchange Control Regulation. Sale proceeds of such investments in equity shares will be allowed to be repatriated along with the income thereon subject to the permission of RBI and subject to Indian Tax Laws provided the investments are made by inward remittances from abroad through approved banking channels or out of funds held in NRE or FCNR Account.

(vii)Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and/or commission. In case of applicants who remit their application money through Indian Rupee drafts from abroad, such payments in Indian Rupees will be converted into US Dollars or any other freely convertible currency as may be permitted by RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by Registered Post or if the applicants so desire, will be credited to their NRE Accounts, details of which should be furnished in the space provided for this purpose in the Application Form. The Company will not be responsible for loss, if any, incurred by the applicant on account of conversion of Foreign Currency into Indian Rupees and vice-versa.

For further instructions, please read the Application Form carefully.

g. The Company, subject to SEBI guidelines/Stock Exchange norms reserves the right to reject any application and consequent refunds shall be made by cheque or pay order or draft and will be sent to the applicant’s address at the applicant’s risk.

2. Payment Instructions for the Fixed Price Portion

a. Payment may be made by way of cheque or Stockinvest or Demand Draft drawn on any bank, including a Co-operative Bank which is situated at and is a member or sub-member of the Bankers Clearing House located at the place where the Application Form is submitted. Outstation cheques or bank drafts, or cheques or bank drafts drawn on bank not participating in the clearing process will not be accepted. Applicants based in cities other than collection centers mentioned on the Application Form can send Demand Drafts payable at -----------along with the Application Forms by Registered Post to the Registrars to the Offer so that the same are received before the Offer Closing Date for Fixed Price Portion. Money Orders or Postal Order will not be accepted.

b. All cheques or drafts must be made payable to the Banker of the Offer and marked "Name of the Bank A/c EIL - PUBLIC OFFER" and crossed "A/C PAYEE ONLY".

c. Where an application for equity shares is for the total value of Rs.50,000 or more, i.e. the actual number of securities applied for multiplied by the Offer Price, is Rs.50,000 or more the applicant or in the case of an application in joint names, each of the applicants should mention his or her Permanent Account Number (PAN) allotted under the Income-tax Act, 1961 or where the same has not been allotted, the GIR Number and the Income Tax Circle/ Ward/ district. In case, neither the PAN nor the GIR number has been allotted, the applicant must mention "Not allotted" in the appropriate place. Application Form without this information will be considered incomplete and are liable to be rejected.

d. All applications duly completed and accompanied by Account Payee Cheques or Drafts or Stockinvest shall be submitted at the designated collection center of the Bankers to the Offer before the closure of the Offer.

e. No separate receipts shall be issued for the application money. However, the designated collection center of the Banker to the Offer will acknowledge the receipt of the applications by stamping and returning to the applicant the acknowledgment slip.

1.      Payment by Stockinvest

The applicant who is an individual has the option to use the instrument Stockinvest in lieu of cash or cheques or bank drafts for payment of application money. The applicant using Stockinvest should submit the Application form along with the instrument to the Bankers to the Offer / collection center mentioned in the Application Form. Stockinvest instruments are payable at par at all the branches of the issuing bank and as such, outstation Stockinvest instruments can be attached to the Application Form.

The applicant may approach the banks concerned for obtaining Stockinvest and detailed instructions for the same. The applicant has to fill in the following particulars:

• Title of the Account as mentioned in the Application Form

• Number of Shares applied for

• The amount payable on the Share(s) applied for based on the Offer Price

The instrument should thereafter be signed by the applicant. It should also bear the stamp of the Bank issuing the instrument and should be crossed "A/c Payee Only" and made payable only to "EIL". Service charges for issuing the Stockinvest must be borne by the applicant. The applicant should not fill in the portion to be filled up by the Registrars to the Offer (Right hand portion of the instrument). The Registrars to the Offer will fill up the Right-hand side of the Stockinvest indicating the Shares allotted to the applicants, calculated as follows:-• In case of full allotment, the number of shares on the Right hand side will be the same as that on the Left hand side of the instrument.

• In case of partial allotment, the number filled up by the Registrar to the Offer on the Right hand side of the instrument will be less than the number filled up by the applicant on the Left hand side.

• In case the allotment is nil, the number filled up by the Registrar to the Offer on the Right hand side of the instrument will be nil.

The Stockinvest should be used by the Purchaser and the name of the Purchaser/ one of the Purchasers should be indicated as the first applicant in the Application Form. Thus, if the signature of the Purchaser on the Stockinvest and the signature of the first applicant in the Application Form do not tally, the application would be treated as having been accompanied by a third party Stockinvest and is liable to be rejected.

The Stockinvest instrument should be used by the Purchaser within 10 days from the date of Offer of the instrument, failing which, such applications are liable to be rejected. For the purpose of calculating the 10 days, the last date for use of the Stockinvest for submitting the Application Form to the bank is indicated on the face of the Stockinvest with a notation "to be used before _____________"

No refund order will be Offered to the applicants using Stockinvest for payment of application money. In case of non allotment of Shares, the cancelled Stockinvest instruments will be returned to the applicant within 10 weeks of closure of subscription list by Registered Post. The applicant will have to approach the issuing bank branch for lifting the lien.

The Company (through Resolution of the Board of Directors passed on ----------) has authorized the Registrars to the Offer to sign on behalf of the Company to realize the proceeds of the Stockinvest from the issuing bank or to affix non-allotment advice on the instrument, or to cancel the Stockinvest(s) of the non-allottee. Such cancelled Stockinvest(s) shall be sent back by the Registrars directly to the investors.

Reserve Bank of India vide its circular no. DBOD No.FSC.BC.100/24.47.001/94 dated September 2, 1994 has restricted the use of Stockinvest(s) to individual investors and Mutual Funds only. Stockbrokers, Corporate Bodies, Banks and Financial Institution are not allowed to apply through Stockinvest(s). A ceiling of Rs.50,000/- per individual per Stockinvest has been imposed. The above ceiling is not applicable to Mutual Funds.

Note: The above information is given for the benefit of investors and the Company is not liable for any modification of the terms of Stockinvest or procedure thereof by the issuing bank.

4. Disposal of Application Money in Case of Stockinvest

The Registrars to the Offer shall, in case of non-allotment, directly send back the cancelled Stockinvest to the applicant(s) along with the relative advice. The Stockinvest would bear stamps such as CANCELLED" and "NOT ALLOTTED" across the face of the instrument. The issuing bank will lift the lien on the account on surrender of the same by the investor.

On allotment/partial allotment, the Registrars to the Offer shall fill in the amount (which will be less than or equal to the amount filled by the investor) before presenting the Stockinvest to the respective issuing.

Banker for payment to the extent of allotment. The Bank will lift the lien on the balance amount, if any, of the deposit.

Inquiries relating to Stockinvest may be addressed only to the Registrars to the Offer and not to the issuing bank. The above information is given for the benefit of investors and the Offerer is not liable for any modification of terms of Stockinvest or procedure thereof by issuing banks.

All conditions mentioned earlier for making an application through cheques/demand drafts will also apply to applications made with Stockinvest.

For further instructions, please read the Application Form carefully.

5. Schedule and Basis of Allotment

The basis of allotment will be finalised in consultation with the Stock Exchange, Delhi. Investors may note that in case of over subscription, allotment will be on a proportionate basis and a public representative from the Governing Board of Regional Stock Exchange or any such person authorised by SEBI/Stock Exchange shall be associated in the process of finalisation of the basis of allotment on over subscription. Please refer to Part II of the Offer Document for more details on the Basis of Allotment

6. Allotment

After the Company has received the minimum subscription, it will proceed to complete the allotment formalities. After allotment, all investors who have opted for shares in the electronic mode will receive credit for these shares directly in their depository accounts and all investors who have opted for physical delivery of shares will receive the Share Certificates from the Registrars to the Offer. Incase of partial allotment, allotment will be done in the demat option for the share bought in demat form and balance, if any, will be allotted in physical shares.

General Instructions for the Offer (Applicable to Both, the Book Built Portion and the Fixed Price Portion)

The Company, subject to SEBI guidelines/Stock Exchange norms, reserves full, unqualified and absolute right to accept or to reject any application or Bid in whole or in part and in either case without assigning any reason thereof.

Section 269SS of the Income-tax Act, 1961

In respect of applicants eligible to apply in this Offer, having regard to the provisions of Section 269SS of the Income-tax Act, 1961, the subscription against an application should not be effected in cash and must be effected by means of a crossed account payee cheque or a crossed account payee bank draft or Stockinvest if the amount payable is Rs 20,000/ - or more. In case payment is effected in contravention of this, the applications are liable to be rejected without interest.

Joint Applications

Applications or Bids may be made in single or joint name (not more than three). In the cases of Joint applications or Bids, refund or pay orders, if any, and dividend warrants will be made out in favour of the first applicant/ Bidder. All communications will be addressed to the applicant whose name appears first at his or her address as stated in the Application Form or Bid Form.

Multiple Applications

An Applicant or Bidder should submit only one Application Form or Bid Form (and not more than one) for the total number of shares required or bid for. Application or Bid may be made in single or joint names (not more than three). Two or more applications or Bids in single or joint names will be deemed to be multiple applications or Bids, if the sole and/ or first applicant or Bidder is one and the same. The Company reserves the right to reject in its absolute discretion all or any such multiple applications or Bids.

Separate applications or Bids for electronic and physical shares by the same first and /or sole applicant will be treated as multiple applications and are liable to be rejected.

Those who have participated in the bidding process and have received allocation shall not be eligible to make an application in the Fixed Price Portion. Such applications will be treated as multiple applications and are liable to be rejected.

In case of Applications by Mutual Funds, a separate Application Form/ Bid Form must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and that such Applications/Bids will not be treated as multiple Applications/Bids provided that the Application/ Bid made by the Asset Management Company/Trustees/ Custodian clearly indicate their intention as to the scheme for which the Application/Bid has been made.

Depository

As per the provisions of Depositories Act, 1996 the shares of a Company can be in a dematerialized form, i.e. not in the form of physical certificates but be fungible and be represented by the statement issued through Electronic mode. Many Companies and their investors are now opting for dematerialization of their securities. The Company is also extending this facility to all those investors, who wish to avail the same In this context –

a. A tripartite agreement has been signed between the Company, the Registrars and the depository (NSDL/CDSL)

b. The Bidder or applicant has an option to seek allocation of equity shares in electronic and/or physical mode. Such an option should be indicated at the time of registering the bids itself.

c. Separate applications or Bids for electronic and physical equity shares by the same applicant or Bidder shall be considered as multiple applications or Bids.

d. Bidders or Applicants who wish to apply for equity shares in electronic form need to have at least one Beneficiary Account with a Depository Participant prior to making the Bid / Application.

e. The Bidders or applicant’s name in the Depository Instruction Section in the Bid Form or Application Form should be the same as appearing in his or its Beneficiary Account. In case of joint applicants, in addition to the name, the sequence of the names in the DIF and the Beneficiary Account should be the same.

f. If incomplete or incorrect investor account details are given, it may result in issuance of equity shares in physical form.

g. Responsibility for correctness of demographic details given to the Depository Participant, for opening of beneficiary account would rest with the Bidder or Applicant.

a.       Shares in electronic form can be traded only on Stock Exchanges having electronic connectivity with NSDL/ CDSL.

Investor who have indicated their preference for holding shares in a dematerialized (demat) form, will have to follow the steps mentioned below:

• The Bidder or Applicant will fill up the Depository Instruction Section in the Bid form or Application Form which will authorize the Company to allot shares to him in the Electronic form.

• The Bidder or applicant may apply for part of shares in dematerialised form and the balance in physical form. This should be indicated under the heading ‘Request for Shares in Electronic Form’ in the Bid/Application form.

UNDERTAKING BY THE ISSUER COMPANY.

The issuer company undertakes:

a. that the complaints received in respect of the Issue shall be at attended to by

the issuer company expeditiously and satisfactorily.

b. that all steps for completion of the necessary formalities for listing and commencement

of trading at all the stock exchanges where the securities are to be listed are taken

within 7 working days of finalisation of basis of allotment.

c. that the issuer company shall apply in advance for the listing of equities on the

conversion of Debentures/ Bonds.

d that the funds required for despatch of refund orders/ allotment letters/

certificates by registered post shall be made available to the Registrar to the Issue

by the issuer company.

e. that the promoters contribution in full, wherever required, shall be brought in advance

before the Issue opens for public subscription and the balance, if any, shall be brought

in pro rata basis before the calls are made on public.

f. that the certificates of the securities/ refund orders to the non residents Indians

shall be despatched within specified time.

  1. that no further issue of securities shall be made till the securities offered through this offer document are listed or till the application moneys are refunded on account of non listing, under subscription, etc.

h. that necessary cooperation with the credit rating agency(ies) shall be extended in

providing true and adequate information till the debt obligations in respect of the

instrument are outstanding.

UTILISATION OF ISSUE PROCEEDS.

The Board of Directors certifies that:-

i. all monies received out of issue of shares or debentures to public shall be transferred

to separate bank account other than the bank account referred to in sub-section (3) of

Section 73.

ii. details of all monies utilised out of the issue referred to in sub-item (i) shall be

disclosed under an appropriate separate head in the balance sheet of the company

indicating the purpose for which such monies had been utilised; and

iii details of all unutilised monies out of the issue of shares or debentures , if any,

referred to in sub-item (i) shall be disclosed under an appropriate separate head in the

balance sheet of the company indicating the form in which such unutilised; monies

have been invested.

The Board of Directors certifies that:-

i the utilisation of monies received under promoters contribution and from firm

allotments and reservations shall be disclosed under an appropriate head in the balance

sheet of the company indicating the purpose for which such monies have been utilised.

ii the details of all unutilised monies out of the funds received under promoters

contribution and from firm allotments and reservations shall be disclosed under a

separate head in the balance sheet of the company indicating the form in which such

unutilised monies have been invested.

 

Tax Benefits Available

The auditors of the Company, M/s Rakesh Raj & Associates, Chartered Accountants have certified vide their certificate dated, 3.10.2000 that as per the provisions of the Income-Tax Act, 1961 (the IT Act) and other direct tax laws as applicable for the time being in force, the following tax benefits and deductions will inter-alia be available :

TO THE COMPANY:

1. Should the company be liable to Income tax on its profits, the following concessions/ benefits will be available

i. Under Section 80 HHC of the IT Act, 1961 the company shall be entitled to deduction in respect of profits derived from export of goods in accordance with and subject to the conditions specified therein.

ii. Under Section 80 HHE of the IT Act, 1961, the company shall be entitled to deduction in respect of profits derived from software exports in accordance with and subject to the conditions specified therein.

iii. The Company will be entitled under Section 35D of the IT Act, 1961 to amortize certain specified preliminary expenses (including expenses incurred for the issue of shares) over a period of five successive years beginning with the previous year in which the company commences business, subject to compliance with the conditions specified in the section.

iv. In terms of and subject to the provisions of Section 35 of the IT Act, 1961, the company will be entitled to a deduction of an amount equal to 100% in respect of expenditure (other than acquisition of land) incurred in connection with the scientific research related to the business carried on by the Company in the year in which such expenditure is incurred.

v. Under Section 10(33) of the IT Act, the dividend referred to Section 115 O of the Act received by the company will be exempt from income tax.

 

B. TO THE MEMBERS OF THE COMPANY

a. Under Section 10(33) of the IT Act, the dividend received by the shareholders of the company is totally exempt from tax.

b. By virtue of provisions of Section 2(42A) and Section 48 of the IT Act, 1961 the gains arising to the investors from sale of shares of the company, if held for more than 12 months shall be considered as long term capital gains and consequently be computed after indexation, at the rate of 10% whichever is lower after shares of the company are listed on the Stock Exchange.

c. In accordance with and subject to the conditions and to the extent specified in Section 54 EEC of the Act, the shareholders would be entitled to exemption from long term capital gains on sale of their shares in the company upon investment of long term capital gains arising from the sale of such shares in any of the assets specified.

d. In case of a shareholder, being an individual or an Hindu Undivided Family, in accordance with and subject to the conditions and to the extent specified in Section 54 F of the IT Act, the shareholders would be entitled to exemption from long term capital gains on the sale of their shares in the company upon investment of net consideration in purchase/construction of a residential house.

a.       Under Section 10(23D) of the Act, all Mutual Funds registered under the Securities and Exchange Board of India Act, 1992 or regulations made thereunder, Mutual Funds set up by a public sector bank or public financial institution, or authorised by Reserve Bank of India subject to such conditions as may be notified by the Central Government will be exempt from Income Tax on all their income, including income from investment in shares of the company.

  1. Under Section 115 AD of the Act, income received by foreign Investors, in respect of securities falling with in definition of the meaning "securities" as specified in the said section ( shares of the company would fall within the definition to securities) will be charged to tax at the rate of 20% of income in respect of securities, 10% on Long Term Capital Gains arising on such securities, and at, 30% on Short Term Capital Gains arising on such Income and Capital gains to be computed in the manner set out in the said section.

C. Benefits to NRI Shareholders:

1. The Equity Shareholder being a Non - Resident Indian will be entitled to receive dividend without deduction of tax at source under section 115 - O of the IT Act, 1961.

2. A Non Resident Indian has an option to be governed by the provisions of chapter XII A of the IT Act, 1961 according to which :

a) The tax payable by him on his specified investment income excluding income by way of dividends on shares under section 115 - O of the IT Act, in the company acquired by him out of convertible foreign exchange and long -term capital gain are taxable as follows :

                                 i.            Income from Foreign Exchange Asset 20% Under Section 115E of the IT Act, 1961.

    1. Long Term Capital Gains 10% Under Section 115 E of the Income Tax Act,

1961.

b) Under Section 115F of the IT Act, long term capital gains arising on sale of shares in the company acquired out of convertible Foreign Exchange, shall be exempt from Income Tax, if the net sale consideration is re-invested in specified assets within six months of the date of transfer. If only, part of net consideration is so reinvested the exemption shall be given proportionately. The amounts so exempted shall be chargeable to tax subsequently the specified assets are transferred or converted within three years from the date of their

acquisition.

 

c) Under Section 115G of the IT Act, 1961, it shall not be necessary for a Non Resident Indian to furnish his return of Income, if his only source of income is investment income or long term capital gains or both, provided tax at source has been deducted from such income.

d) Under Section 115H of the IT Act, 1961, where a person who is a Non Resident Indian in any previous year becomes assessable as resident in India in respect of the total income of any subsequent year, he may furnish to the Income Tax Officer under section 139 if the aforesaid Act for the assessment year for which he is so assessable to the effect that the special provisions under section 115-C, 115I of the IT Act, 1961, shall continue to apply to him in relation to the investment income derived from the foreign exchange asset being an asset of the nature referred to in sub clause (ii) to (v) of the said chapter shall continue to apply to him in relation to the assessment year and for every subsequent assessment year until the transfer of conversion (otherwise than by transfer) into money of such assets.

Under Wealth Tax Act, 1957

Total exemption from Wealth Tax would be available on investment in shares of the company.

Under Gift Tax Act, 1958

Effective from 1st October ,1998 no gift tax shall be levied on gift of shares of the company.

 

 

 

IV. PARTICULARS OF THE ISSUE

Objects of the Issue

The main object of the issue are stated below:

1.      To expand its present infrastructure

  1. To set up a development center at Gurgaon - Haryana
  2. To establish domestic and overseas office.
  3. To builds its brand image and create brand equity.
  4. To list the shares of the company on the various stock exchanges.

 

Cost of Project & Means of Finance

The project has been appraised by IDBI and funding sanctioned in, principle to the extent of Rs 950.00 Lacs. The total cost of the expansion project as per the appraisal report is Rs.9300 lacs, as under:

PROJECT COST

Rs in Lacs

Particulars

Amount

Land and site development

51.00

Buildings

Software development centre 587.00

Corporate office 296.00

 

883.00

Branch Offices

Domestic 150.00

Overseas 183.00

 

333.00

Equipment

Software Center 1697.00

Training Center 95.00

Communication and video conferencing 96.00

ISP Operation 1211.00

Portal development 1052.00

Licensed software & data operating 839.00

 

 

 

 

 

4990.00

Miscellaneous Fixed Assets

155.00

Portal development & Brand Building

1260.00

Preliminary Expenses

420.00

Pre-operative Expenses

263.00

Provision for contingencies

476.00

Margin money for working capital

469.00

TOTAL

9300.00

 

MEANS OF FINANCE

As a consequence of the promoters increasing their equity contribution and downsizing of the public issue the means of finance as envisaged by IDBI in their appraisal report, has been restructured and the company now proposes to meet the cost of the project through a mix of debt and equity as under:

Rs in Lacs

Particulars

Amount

Equity share capital with premium

 

- Public Issue ( including private placement with QIBs)

5700.00

-Promoters Contribution

2650.00

Term Loan from IDBI

950.00

TOTAL

9300.00

 

 

Land

The expansion project which includes setting up an infocity and development center in Gurgoan ( Haryana). is proposed to be located on land to be acquired at a total cost of Rs.30.58 lacs . The cost of land and site development as per the appraisal report is indicated below.

Rs. in Lacs

 

Total Cost

Land & Site Development

 

i) Cost of freehold land acquired 14 kanals and 6 Marlas

30.58

ii) Premium payable on leasehold land -Conveyance charges @ 12.5% of land cost.

3.82

iii) Cost of leveling & development of land

5.00

Cost of laying roads

 

i) Approach Road connecting the factory site to main road and internal roads for the factory.

5.00

Cost of fencing / compound wall

5.00

Cost of Gates ( 2)

1.00

Total

50.40

The company has entered into an agreement with Amtek Auto Limited, to acquire land admeasuring 14 kanals 6 marla for a consideration of Rs 30.58 lacs .Further while full payment for the land has been made the company, only part transfer of the land has taken place. The company has not started with any construction or development of the site.

Buildings

The cost of buildings and civil works based on the estimates prepared by the company in consultation with M/s Sandeep Kohli & Associates, Delhi who would be the Architects for the project is as under

 

Rs in Lacs

Particulars

Total

A) Main Block

 

a.       Software Development Center

( 2000 sq. mtrs. @ Rs. 4200/- per sq. mtr.)

84.00

·  Training Center

(500 sq. mtrs. @ Rs.4200/- per sq. mtr)

21.00

·  Technology Enabling Center

(500 sq. mtrs. @ Rs.4200/- per sq. mtr)

21.00

·  Data Center

(500 sq. mtrs. @ Rs. 4200/- per sq. mtr)

21.00

·  Server Farm

(750 sq. mtrs. @ Rs.4200/- per sq. mtr)

31.50

·  Blue tooth technology center

(750 sq. mtrs. @ Rs.4200/- per sq. mtr)

31.50

B) Utility Block

(400 sq. mtrs. @ Rs.4200/- per sq. mtr)

16.00

a.       Air Conditioning Plant

(3000 sq. mtrs. @ Rs.3500/- per sq. mtr)

105.00

C) Administrative Buildings

 

a.       Reception

(300 sq. mtrs. @ Rs.4000/- per sq. mtr)

12.60

·  Canteen,Rest & Medical rooms

(300 sq. mtrs. @ Rs.4000/- per sq. mtr)

12.00

·  Time-office, security etc.

2.50

D) Interior Work

(3500 sq. mtrs. @ Rs.6000/- per sq. mtr)

210.00

E) Landscaping

2.50

F) cost of sewers, drainage etc

5.00

G) Architects fees

(2 % of cost of blgd.)

11.51

TOTAL

587.11

 

The details of the corporate office is as follows:

Rs. in Lacs

 

Total

Cost of building at Okhla Industrial Area , New Delhi ( on 600 sq. mtrs plot with covered floor area of 20000 sq. fts @ Rs. 1250/- sq. ft)

 

250.00

Cost of building at Ansal Bhavan, New Delhi ( 1040 Sq. Ft. covered floor area )

46.00

Brokerage @ 1%

0.25

Total

296.25

The company has entered into an tripartite agreement dated 11th September, 2000 with M/s Gujral &sons (Contractors) and M/s Sandeep Kohli Associates (Architects) for construction of main factory building and service block within a period of three months and other non factory buildings within a period of five months from the date of the agreement, at a total cost of Rs. 378.00 lacs

Branch Offices:

The company proposes to set up branch offices at Mumbai, Pune , Bangalore, Hyderabad,, Chennai, Chandigarh and Lucknow etc. The company is in the process of identifying suitable premises for these offices, which would be acquired on lease/rental terms. The non-recurring expenditure on the branch offices are as follows:

Rs in Lacs

 

Total

Mumbai

19.00

Pune

13.00

Bangalore

17.00

Hyderabad

14.00

Chennai

12.00

Chandigarh

12.00

Lucknow and other centers

62.00

TOTAL

150.00

 

Overseas Operations :

The company proposes to establish overseas offices at USA, Singapore and Bahrain the cost of which is estimated at approximately Rs.183.00 Lacs.

Rs in Lacs

Particulars

Amount

Overseas offices at USA, Singapore, Bahrain & Germany

183.00

Total

183.00

 

Equipment:

The total cost of equipment as per the appraisal report aggregates Rs. 4990.00 lacs as detailed hereunder:

 

Licensed Software tools & data operating

(Rs. in Lakhs)

Softwares

Amount

OS-400 with DB2 db & server (50users)

30

Solaris OS with Sun server (50 Users)

35

Mail server of lotus with 200 user licenses

8

Window NT with Oracle 8i & Designer 2000

10

SAP R/3 license with 400 users

400

Mech. Desktop for modeling (20 users)

32

CAM software for machining purpose

4

Computer aided engineering (CAE) 20 users

120

Motiva Document control and drawing

Management system (50 users)

200

Total

839

 

 

EQPMT, HARDWARE/SOFTWARE FOR SOFTWARE DEV CENTRE

(Rs. in Lakhs)

Particulars/Configuration

Nos.

Amount

LAN EQUIPMENT

 

 

IBM PC 300 GL P-111 550 MHZ+

Windows98+Lotus SS

525

708.75

IBM PC 300 GL Celeron 466 MHZ+

Windows 98+Lotus SS

200

172.80

IBM PC Server Netfinity 5000

50

270.00

SCO Unix Server + Licenced Software

 

 

IBM AS Software2

2

86.40

HP-UX Server+Software

2

64.80

Sun Servers + Licenced Software

2

32.40

RS/6000 Server + Licenced Software

2

54.00

 

 

 

IBM Thinkpad 390 P-III 500

25

67.50

Structured Cabling Equipment for 525 nodes

 

43.20

Scanners

10

2.70

LAN Equipments, I.E. Switches, Hubs, etc.

 

32.40

Laserjet Printer

10

2.70

Colour Laserjet Printer

5

32.40

Inkjet Printers

50

6.48

UPS 5 Kva

25

108.00

Dot Matrix Printers

25

6.75

 

 

 

SOFTWARES

 

 

MS Back Office Server 4.5 (5 Users)

1

1.07

ORACLE (5 Users)

1

0.65

Director 7 Shock Wave Internet Studio

1

0.32

Adobe Publishing Collections

1

0.76

Adobe Page Maker 6.5+

1

0.32

Windows NT Server (5 Users)

1

0.36

Auto Cad R 14

1

0.86

Auto Architectural

1

1.62

TOTAL

 

1697.20

 

 

EQUIPMENTS/HARDWARE FOR TRAINING CENTRE

(Rs. in Lakhs)

Particulars

Nos.

Amount

LAN EQUIPMENT

 

 

IBM PC 300 GL P-111 550 MHZ+

Windows98+Lotus SS

15

12.96

IBM PC 300 GL Celeron 466 MHZ+

Windows 98+Lotus SS

10

6.48

IBM PC Server Netfinity 5000

1

5.40

 

 

 

HP-UX Server+Software

1

23.76

Sun Servers + Licenced Software

1

15.12

RS/6000 Server + Licenced Software

1

19.44

Structured Cabling Equipment for 625 nodes

 

2.16

Scanners

4

1.08

LAN Equipments, I.E. Switches, Hubs, etc.

 

2.16

Laser Printer

4

1.08

 

 

 

Inkjet Printers

5

0.65

UPS 5 Kva

1

4.32

Dot Matrix Printers

2

0.54

 

 

 

TOTAL

 

95.15

 

COMMUNICATION FACILITY WITH VIDEO CONFERENCING

(Rs. in Lakhs)

Particulars

Nos.

Amount

Video Cameras (Sony)

2

54.00

Editing Suite

1

16.20

Routers (CISCO 2610)

1

2.65

Voice/Data Multiplexers

1

16.20

DTS Skyplex-I, KBPS Modern

1

6.48

(Freq range – 2.4-2.4835 GHZ)

 

 

ISDN Router

1

1.62

CISCO 1603 IP+(1 Wan Port, 1 ISDN, 1 Ethernets)

 

 

ISDN 128 Link Charges

1

4.32

4 MB Link to internet

1

64.80

TOTAL

 

96.07

Capital costs –Category A ISP

Rs. In Lacs

Particulars

Total

Hardware

124.74

Software

32.40

Networking

642.68

Telecom Infrastructure

375.84

Cabling

35.64

Total

1211.30

Horizontal Portal development

Rs. In Lacs

Particulars

Total

Equipment

372.60

Software & Software development

588.60

Electrical Equipment

66.96

Office Equipment

23.76

Total

1051.92

An expenditure of Rs. 583.66 has already been incurred on the acquisition of equipment detailed above.

Miscellaneous Fixed Assets

Rs. in Lacs

Particulars

Total

Furniture & Fixtures

100.00

Vehicles

35.00

D.G. Set

20.00

Total

155.00

Portal development and Branding Expenses

The marketing and branding expenses includes expenses for Corporate Image and ISP/Portal Operations have been estimated as under:

Rs. in Lacs

Particulars

Total

Corporate Brand Building

400.00

ISP Operations/ Portal Launch

700.00

Art Work

100.00

Service Tax 5%

60.00

Total

1260.00

 

Preliminary Expenses

Rs. in Lacs

 

Amount

Brokerage and commission

90.00

Other Issue Expenses ( advertisement, printing etc)

330.00

TOTAL

420.00

Pre-operative expenses

Rs. in Lacs

 

Total

Establishment

60.00

Rent, Rates & Taxes

27.60

Travelling expenses

48.00

Interest & front end fee etc

85.50

Insurance

9.00

Technical & Market Assistance

4.50

Bank guarantee and commission

28.00

TOTAL

262.60

Provision for contingencies

Provision for contingencies has been made on non-firm costs at 6% for the project.

Margin money for working capital

Margin money for working capital has been arrived at Rs 469 lacs for the year 2000-01 , considering 3 months debtors and 1 months and 1 month security deposit with customers and expenses. The bank borrowings for the first 3 years works out to Rs. 926.00 lacs, Rs. 1669.00 lacs and Rs 2779.00 lacs, however, as the company is expected to have sufficient cash surplus working capital limits have been assumed at Rs. 200.00 lacs, Rs.500.00 lacs and Rs. 1000.00 lacs respectively.

APPRAISAL

The cost of project for which funds are being raised has been appraised by Industrial Development Bank of India (IDBI) and funded to the extent of Rs.950.00 Lacs.

IDBI vide their letter 182/CFD(VI)/EIL dated September 6,2000 in principle, agreed to grant to the company Rupee Term Loan of Rs.95 million with the following important Terms and Conditions.

Nature of Facility

Term Loan

Limit Sanctioned

Rs. 95 million

Margin

 

Rate of Interest

MTLR + 2% p.a. Current rate of MTLR-12.5%

 

Security

a.       First mortgage and charge on all fixed assets of the company, both present and future, and hypothecation of the moveables subject to prior charge on specified movables created /to be created in favour of the bankers by way of security for borrowings for working capital.

  1. Corporate Guarantee of Amtek Auto Limited
  2. Unconditional and irrevocable personal guarantees of Shri Arvind Dham and Smt. Anita Dham

Pre-Disbursement Conditions

1.      The promoters shall bring in at least 50% of the promoters contribution of Rs. 190.6 million envisaged for the first phase of the project.

  1. Transfer the land in the name of EIL
  2. Undertake to arrange for additional funds, to meet the shortfall, if any, in financing the project and/or working capital and overrun in the cost of project. Such funds shall not be withdrawn, without the prior written approval of IDBI, during the currency of institutional loans.
  3. agree that IDBI shall have the right to review the project cost before the final disbursement of the loan.Pending completion of such review, the company shall obtain prior approval of IDBI for utilising the amount of the loan equivalent to the contigency provision in the cost of project.
  4. agree that IDBI may, at its discretion, withhold disbursements of the amount of the loan equivalent to the provision against margin money for working capital in the cost of project till such time the project is completed and build up of working capital commences.
  5. incorporate suitable provision in the purchase agreement with machinery suppliers for guarantees/warranties in regard to performance of equipment.
  6. constitute a Project Management committee of its directors for the purpose of supervising and monitoring the progress of implementation of the project and working of the company after commissioning of the project, IDBI's nominee shall be a member of the Committee;
  7. agree to appoint technical and financial personnel with proper qualifications and experience for key posts and ensure that its organisation set-up is adequate to ensure smooth implementation and operation of the project;
  8. agree that IDBI shall have the right to directly subscribe to 5 Lac Equity Shares of the company, at a mutually agreed price, which in any case shall not be higher than the issue price, prior to opening

Working Capital and other Requirements

The company is not availing working capital from any banks and the working capital requirements of the company are met from the internal accruals of the company.

EXPENSES OF THE ISSUE

The total expenses towards statutory and marketing costs for the Issue are estimated to Rs. 420.00 lacs which will be borne out of the proceeds of this Issue. The Issue expenses consist of underwriting fees, fees payable to the BRLM. Fees to Bankers to the issue, fees to the Escrow Bankers, fees to Registrars to the Issue, printing and stationary expenses and all other expenses for listing the equity shares on the Stock Exchange.

DEPLOYMENT OF FUNDS

The auditors have certified that the promoters contribution has been deployed as under.

Particulars

Amount

( Rs. in Lacs )

Sources

 

Promoters Contribution

 

a) Share Capital

579.82

b) Share Premium

2079.00

Total

2658.82

 

Particulars

Amount

( Rs. in Lacs )

Application

 

Land

30.58

Building

178.76

Furniture and fixtures

53.79

Office Equipment

71.07

Motor Vehicle

10.66

Equipment & Hardware

583.66

Capital Work in progress

1585.99

Cash and bank Balance

30.09*

Security Deposits

40.14

Misc. Expenditures

74.08

Total

2658.82

* Includes Rs. 20.00 lacs margin money with Corporation Bank against Bank Guarantee of Rs. 2.00 Crores and Rs. 5.00 Lacs deposit with The United Western Bank Ltd. against L/c for import of software.

 

V. COMPANY MANAGEMENT AND PROJECT

Brief history of the Company and its Business

EIL, promoted by Ajay Batra was incorporated on September 14, 1992, and received its Certificate for Commencement of Business on October 7, 1992. The Company was incorporated with the object of carrying on the business of i) Repairing, buying, selling, importing or otherwise deal in all kinds of computers, printers computer peripherals, computer stationary, computer furniture and all components, spare parts, stores and accessories and fittings, appliances and apparatus of electronics ,electrical or otherwise of all kinds, ii) Imparting computer education through computer education center on franchise basis at different locations, iii) development of software, buying, selling, importing exporting or otherwise dealing all kind of computer software and products related there to, iv) as consultants for any company, firm or a person in the field of information technology or management whether in India or abroad.

Subsequently on July 14,1999, a Memorandum Of Understanding was entered into by Mr. Ajay Batra & Associates (Herein called the party of the first part) with Mrs. Anita Dham

( herein called the party of the second part).The main objective of the MOU was to facilitate takeover of the management of the company, by Mrs Anita Dham and associates. The salient features of the agreement are as follows:

a.       Transfer the existing deposits, creditors/debtors, assets and liabilities as on 31st December 1999, relating to computer education centers business from the company to M/s Excel Consultancy & Software services, a proprietorship firm of Mr. Ajay Batra, the party of the first part.

  1. Confirmation of the acceptance of the items referred in above by the franchisees of the existing computer education centers to the satisfaction of the party of the second part .
  2. Secured & unsecured, term liabilities, current liabilities on whatsoever account settlement of any tax liability and liabilities towards work force shall be repaid by the company through the party of the first part and no dues certificate from the lenders, creditors workers, depositors, tax authorities of the company shall be procured & submitted to the satisfaction of the party of the second part.

·         that the books of the accounts of the company up to the period ended 31.12.1999 shall be prepared & duly audited by a Chartered Accountant in accordance with the above to the satisfaction of the party of the second part.

  • That the company shall transfer the fixed assets other than relating to the running of the existing business to Mr. Ajay Batra or his nominee at the book value.
  • That the party of the second part shall appoint its two directors namely Mr. Arvind Dham & Mrs Anita Dham as additional directors and Mr. Yogesh Batra & Mrs Geeta Batra shall retire as directors immediately in accordance with the provisions of the Companies Act 1956. Mr. Ajay Batra shall continue as director till the finalisation of all the transactions and shall retire from the office of director thereafter. The existing bank account of the company with Bank of Baroda, Nehru Place i.e. No. 18725, shall be operated by Mr. Ajay Batra. All the bank accounts shall be closed after the end of the transactions and the balance shall be transferred to the new bank account to be operated by the new directors.
  • That a new bank account shall be opened immediately by the party of the second part which shall be operated by the new directors nominated by the party of second part.
  • That the party of the second part may start its business activities through the new bank account immediately.
  • That the total paid up capital in the company of Rs. 8.82 lacs consisting of 88,200 shares of Rs. 10/- each fully paid up, held by present members shall be transferred by the party of the first part to the party of the second part and its nominees at par value.
  • All relevant records of the company including account books, vouchers, statutory records relating to ROC, Income Tax, Sales Tax, Factories Act, Labor laws, bank etc and other government authority, shall be delivered by the party of the first part to the party of the second part.
  • Any liability relating to the company arising out of the events prior to the period ended 31.12.1999 shall be the sole responsibility of the party of first part in terms of settlement.

In pursuance of the above MOU, 88200 shares of EIL were acquired against payment of Rs. 882200/- made in January 2000 and shares transferred on 10.03.2000. Further, in terms of the above understanding Mrs Anita Dham and Mr. Arvind Dham were appointed as the additional directors of the company on 14.01.2000 and Mr. Yogesh Batra and Mrs. Geeta Batra resigned from the Board on 17.01.2000. Mr. Ajay Batra resigned from the Board on 03.03.2000.

EXCEL INFOTECH LIMITED has it's registered office at D-147 Okhla Industrial Area, Phase I, New Delhi,. which presently houses a facility for conducting its software education activities. The company also operates education centers from its premises at Okhla Industrial Area, New Delhi , East of Kailash, New Delhi and proposes to open an education center at its premises at Saket, New Delhi From its premises at Pushp Vihar, New Delhi , the company undertakes the portal development activities.

The company has already acquired land measuring about 14 kanals and 6 marlas for setting up a state of the art info-city and development center at Gurgoan (Haryana), which will be one of it's own kind and first in the country from Private Sector.

The company has also set up a branch office in Tewksbury, Boston , USA in October 2000 presently operated by the company’s business partners MassSoft Services Inc.

THE PRESENT BUSINESS

EIL in the initial years concentrated on providing computer education through its franchisee network Subsequent to the takeover, Shri Batra retained the franchisee network.

EIL is currently providing IT education through two centers in Delhi, viz. Okhla and East of Kailash New Delhi. In line with the growing demand for IT business, the company ventured into the area of software development in 1998-99. With a view to exploiting the tremendous growth potential in the IT sector, and in view of the emerging opportunities in internet and e-commerce, the company has embarked on a major initiative to become a significant player in providing telecom & ERP solutions, e-Commerce services, creation of web sites and portals,

to act as an internet service provider and web solutions provider. EIL further enlarged its scope of activities in 1999-2000 to include a wide range of IT services which include

·         IT Education & Training

  • Software Solutions (Software exports, customised packages, products, consulting, ERP)
  • Portal Development
  • ISP & ASP
  • Media
  • E-commerce & Net Telephony
  • Back office operations

IT EDUCATION & TRAINING

EIL has established two advanced software training divisions " Excel Institute of Integrated Technology" (e-iit) at Okhla and East of Kailash, New Delhi, which are currently offering following courses:

i 4 months project oriented training in e-commerce + e-governance

ii 10 months extensive training in e-commerce +ERP + SCM+CRM

iii 3 years graduate level computer application programmes alongwith functional education.

The company has entered an MOU with Amity Institute of Information Technology and Systems, (AIITS) an educational institution of Ritnand Balved Education Foundation in Noida, Uttar pradesh dated 31st October,2000 wherein EIL will specially design e-Commerce + WAP Course for AIITS to be conducted at its educational Institution. The main activities/areas of focus for AIITS and EIL would be: Education, Training, Project Management and Workshops jointly for promotion of quality education.

 

SOFTWARE DEVELOPMENT & EXPORTS

With a vast and talented pool of resources of technocrats and functional experts, EIL operates in 3 key areas :

·         ERP Implementation

EIL with its experienced team undertakes SAP implementation as well as undertakes implementation of other licensed ERP packages, which have been developed keeping in mind the precise needs of Indian Corporate.

·         Customized Software Solutions

EIL provides customized solution development services in the areas of Banking, Finance, Insurance and Telecom.

·         Product software

  • EIL has developed various software packages for small and medium enterprises (SMEs) viz. Those relating to excise, payroll, cost control, stores, financial accounting, material management etc. The major products developed/under development by the company are as follows:
  • MS- Integra ENGINEERING
  • MS- Integra QUALITY
  • MS- Integra PLANT MAINTENANCE
  • MS- Integra TOOLS DIES
  • MS- Integra MATERIAL
  • MS- Integra HUMAN RESOURCE MANAGEMENT
  • Debt Processing System

MS-INTEGRA ENGINEERING

This is an engineering module, which creates parts master, item master, machine master and tools dies master. On the basis of these masters engineering, BOM of the product is made. Some processes are to be defined for making any product, so first the company shall define the process master and on these basis a process sheet is made. The process sheet defines all input for the sub assembly machine related to that process, time study for the process and required tools dies. The company also defines checking standards for parts, sub assembly and final products. On the basis of these input, any type of user defined reports can be generated .

MS-INTEGRA QUALITY

This module covers Quality Control and Quality Assurance .This module consists of five major activities as under :

·         Incoming inspection

  • In process inspection
  • Final testing
  • Pre quality dispatch quality audit
  • Calibration

The company also defines a sample plan for all type of inspections. The company inspects all the incoming, in process and out going item on the basis of check points defined by design department and have to calibrate all instruments and gauges, which the company is using for inspection. On the basis of this the company can generate any kind of report and also plot quality graphs.

MS-INTEGRA PLANT MAINTENANCE

In a manufacturing unit number of machines are used for different purposes. Each one has its own make, model, supplier etc; the date on which these are purchased will also be different. The machinery has to be maintained properly. Sometimes, before installation of the machine, certain preliminary checks are to be carried out on the machinery. This module is used to define the checks that are to be carried out on the machine before/after the installation, to maintain a register of machines whether it is under Preventive Maintenance/Annual Maintenance Contract. This module is intended to maintain the details of the machinery that are installed in a manufacturing unit. The details include the date of purchase, supplier installation date, date of commissioning, whether the machine is under Annual Maintenance Contract (AMC) or Preventive Maintenance (PM), details of tests(checks) that are to be carried out on a machine during installation/ Maintenance, details of break down, details of rectification etc; . Apart from entering these details, one can also generate a schedule and plan the maintenance of the machinery during a given period.

MS-INTEGRA TOOLS DIES

This module is divided into two parts :

·         Engineering

  • Production

The engineering sub module defines tool part type, tool part code and BOM of tools. This is a designing part of any tool dies. All tool dies are designed according to product requirement..

In the production sub module the tools dies are developed according to design given by the engineering department . The life of tools and dies depends on number of strokes. The company develops the tools and dies in it and have to keep inventory for all tools dies. The company also provides preventive maintenance of tools and dies.

MS-INTEGRA MATERIAL

This module is divided into three major parts :

·         Purchase

  • Receipt
  • Issue

Purchase cycle starts from the material requirements at different departments .An indent for requirement is made and on the basis of indent enquiries are floated with the vendor. After the quotations are received for that item, comparison chart for all the items are made and then a purchase order for items is given. The company can generate the delivery schedule for that item on the basis of requirement and can generate any type of MIS reports.

In the receipt sub module , materials from vendors against any purchase order or delivery schedules are received. On receipt, the quality of the goods is inspected as per the sampling plan and then the final inventory is updated. From here the bill is forwarded to finance department.

In the issue section, the material is issued against job card for production or requisition slip given. Here the company also issues a material for job work to the vendor and also a challan cum gate exit for the raw materials and finished goods.

MS-INTEGRA HUMAN RESOURCE MANAGEMENT

In this module the company covers complete requirement cycle starting from manpower requisition from different departments and advertising detail, bio-data bank and final interview and finally enrollment of employee in respected department. This module also covers pay roll , daily attendance and appraisal of individuals through which the company can generate any reports like, strength of departments, PF, ESI, TDS and any loan related statements.

DEBT PROCESSING SYSTEM

Debt processing system has been developed with a perspective to cater to the entire requirements pertaining to the debt /borrowings aspects of Treasury of any organisation. The product handles the following instruments:

·         Debentures (Non Convertible)

  • Inter corporate Deposits
  • Commercial papers
  • Term Loans
  • Promissory notes
  • FCNR's
  • Roll Over ICD's
  • WCDL ( Working Capital Demand Loans)
  • Securitization.

Interest calculations and mode of calculation, the most important aspect has been made extremely versatile and can be done in the following manner:

·         Mode of Interest payment could be Coupon or Strips

  • Interest types could be :
  • Fixed type : Could have a compounding factor, which can even be user definable
  • Floating type : ( Using a benchmark index or a combination of more than one indices, by giving weightage to each of them. A mark up can also be added for the calculation)
  • Step up/ Step Dn.: This could have a floating type or fixed type interest with different values for different periods.
  • Hybrid type interest: This would enable to process interests with a combination of fixed and floating type of interests.
  • Modes of calculations in the system could be :

Actual/365

Actual/360

30/365

30/360

·         Any calculation with an element of floating type calculation can have a cap and floor defined for it.

In the same manner as interest processing, principal redemption processing, apart from the normal redemption, can be done for following :

·         Redemption due to exercise of Put Option

  • Redemption due to exercise of Call Option
  • Amortization payouts
  • Premature Redemption

The company proposes to apply for registration of trademarks for the products described above.

E-COMMERCE AND PORTAL DEVELOPMENT

Excel is designing and developing e-commerce websites and portals. Some of the portals include :

·         www.indiaautobiz.com: IndiaAutoBiz.com is the first and most comprehensive B2B/B2C vertical Portal for the Automotive Industry to create a definitve exchange of knowledge, transactions and services for the automotive industry. This portal gives facilities of consultancy, on line ordering and scheduling, consignments/logistics tracking, Raw Material Exchange, aggregate buying, Trade Spare Capacity, Equipment Exchange, Careers and Auto Bazaar.

The major features of this portal are as follows :

        I.            SERVICES :

1.      Consultancy : The portal offers online as well as offline consultancy for manufacturing and quality through its tie up with Omnex Quality and Management Consultants Pvt. Ltd. and for Design Development through its proposed tie up with SDRC.

  1. Training: Through its tie ups/proposed tie ups with OMNEX and SDRC the company shall provide on its portal, online and offline training programmes on the latest technologies in Manufacturing, Quality and Design and Development. This will be first of its kind, online training on ISO/QS awareness, TPM, APQP/PPAP etc for the automotive industry. The portal shall also offer the training programmes on HR related subjects for which EIL has tied up with experts in the field.
  2. Design & Development : The portal shall be offering services for drawing conversion from 2D to 3D, reverse engineering, rapid prototyping etc. through its partners.
  3. Careers: The portal shall be offering complete job solutions for the automotive industry, specifically through the massive database of candidates and offline tie-ups.

       I.            TRADING PLATFORM

1.      Aggregate Buying : This channel is targeted for SMEs whose demand of raw materials will be aggregated. The company shall negotiate with the suppliers for discounts through Reserve Auction.

  1. Spare Capacity: SMEs can post their capacity on the site and will get more options for utilizing the same through the search option available on the site.
  2. Search and request quotations: Companies can send Request For Quotations and also search for the materials and machines available for sale, on site.

       I.            Application Service Providers :

1.      Scheduling & Logistics Tracking: The company offers a common platform to OEMs/Tier I/ Tier II and SMEs for sharing information pertaining to schedules, despatches, rejection details and inventories thereby reduce the costs related to communication, inventory, line stoppage and other administration costs being incurred presently for follow ups.

The company proposes to tie up with Aptech for their B-connect-B package which will be integrated with the company's application. The complete solution will be connectable to the ERP Legacy System of OEMs or Tier I suppliers

The company have tied up with TSIL for online Tracking of consignments being sent through road. Presently they have 40 transporters registered with them for the High Tracking System.

  1. Special Training : The portal shall also provide online training through the softwares available with OMNEX for manufacturing and quality and SDRC for product data management and collaborative design and commerce

·         www.itpark.com: A B2B portal to provide IT related information with the following facilities :

  • Question and answers
  • Consultation by IT professional
  • Out sourcing of projects and manpower, both domestic and offshore.
  • Bidding for projects by vendors and freelancers
  • Hiring suitable experts on contract
  • Project undertaking
  • Knowledge and technology sharing.

The company has entered an MOU with Mr. A. Priceton, the owner of the site IT PARK.COM dated 5th September, 2000 wherein Mr. A. Priceton will transfer the complete rights of IT.PARK.COM along with all its contents to EIL

MEDIA

Excels Media's mission is to become a top of the line,online media and entertainment company, spread over mediums like:

·         Internet magazine 'M@G.NET', through Print Media as well as online provides surfers in the dot com world with information on websites and market related snippets, news and interesting data.

  • Content Development.
  • Media's Software.

Internet Service Providers & Application Service Providers -Internet Services.

EIL has acquired the license to operate as a category 'A' service provider. Agreement no. 820-40/2000 LR dated 15.05.2000 in this regard has been entered into by the company with the Department of Telecommunications, Government of India. EIL proposes to acquire 32 MB of broadband POP for applications such as voice and video and Virtual Private Networks and 4 MB of narrow band POP bandwith., for low density users. EIL proposes to act as an Application Service provider and host infrastructure and/or packaged or custom applications to business users, as a part of its ISP strategy. ISP Network would work through:

The narrow band would take care of the dialup subscribers, leased line subscribers and net access through cable TV.EIL would be implementing this technology to reach rural India and the broadband technology would be used for offering Virtual Private Network (VPN) and video and radio stations.

EIL proposes to offer the following Value Added Services via the Internet Services

·         E-Mail

  • Chat Room
  • Internet Browsing
  • Wesite Hosting
  • Hybrid Mail Services
  • Filer Services
  • Tele Medicine Services
  • Education
  • Grouping
  • Blocking
  • Quality Commitment (QOS)
  • Lease Services
  • Video Conferencing
  • Dedicated Port Services
  • Internet on Cable
  • xDSL Services
  • Multi Lingual Mailing

The major features of these services are

·         Committed Information rate

  • DSL Access
  • 99% System uptime
  • High availability
  • Region Specific value added service
  • Multi Lingual Interface
  • 24 x 7 help desk

Main Objects of the Company

The main Objects of the Company as mentioned in the Memorandum of Association are as follows:

1. To carry on the business of repairing buying, selling, importing, exporting or otherwise deal in all kinds of computers, printers, computer peripherals, computer stationary, computer furniture and all the components, spare parts, stores and accessories and fittings, appliances and apparatus of electronics, electrical, or otherwise of all kinds.

2. To carry on the business of training in computers and management including corporate training desktop publishing or otherwise deal in all kinds of data processing.

3. To carry on the business of developing, buying, selling, importing, exporting or otherwise deal in all kinds of computer software and products related thereto.

4. To carry on the business as consultant for any Company firm or a person in the field of Information Technology or Management, whether in India or aboard.

5. To carry on the business of providing Internet Services including Web designing, Web hosting, content providing, provision of e-Business solution, provision of software solution, e-commerce, horizontal and vertical portals, supply of internet terminals i.e. internet phones and internet kiosks, supply of internet infrastructure equipment in India or abroad.*

6. To carry on the business of publishing magazines on Internet, Fashion, E-Commerce, auto & Astrology; producing television programs for entertainment on private channels, producing marketing music albums; organising events & live shows featuring solo/pop artistes, composers & bands, launching own Web Radio & Web TV; Web content development service, external projects in India or abroad.*

The Main Objects clause and Objects incident or ancillary to the Main objects Clause of the Memorandum of Association of the company enables the company to undertake its existing activities and the activities for which the funds are being raised, through the present Issue.

*The company has inserted this objective vide its Extra Ordinary meeting held on 10th April, 2000. Similarly the last objective of the company was inserted vide its Extra Ordinary meeting on 25th September, 2000.

SUBSIDIARIES OF THE COMPANY.

The company does not have any subsidiary company.

PROMOTERS AND THEIR BACKGROUND.

The Company was originally promoted by Shri Ajay Batra and was taken over by Smt Anita Dham & Shri Arvind Dham & Associates ( promoters of Amtek Group of Companies) in July 1999.The Dhams and their associates have acquired the entire equity capital of the company at par for a consideration of Rs. 8.82 lacs.

The Amtek group comprising of various companies is an established automotive component manufacturer producing critical engine components, transmission and gear components and is an OE supplier to all automobile majors in the country and also to multinationals in European countries and Japan. Amtek has been promoted by Shri Arvind Dham who has 18 years of experience and has a technical background which includes a degree in Architecture and a Masters degree from USA. He is a recipient of Udyog Patra in 1992 for being a self made industrialist.

Mrs Anita Dham, aged 38 years, one of the core promoters of Excel Infotech Limited is an Architect by profession with a Masters degree in Architecture and has more than 15 years of experience of successfully running different businesses. She has been actively involved in the strategic planning and execution of activities of media division of Excel Infotech Limited. The internet magazine of EIL "M@g.net" has been launched under her guidance and supervision. She has been actively involved in day to day affairs of the management of the Company.

DETAILS OF OTHER VENTURES OF THE PROMOTERS

The promoters of EIL are also the promoters of the following companies:

Sr. No.

Name of Company/ Firm

Date of Incorporation/ Formation

Nature of activities

1.

Benda Amtek Limited

12.7.95

Manufacturing of flywheel ring gears.

2.

Amtek Siccardi (India) Limited

15.4.97

Manufacturing of crank shaft.

3

Amtek Auto Limited

3.10.85

Manufacturing of connecting rod assemblies, crank shaft assemblies and case components for automobiles.

4.

Amtek India Limited

2.12.83

Manufacturing of gear shifter forks and yokes.

Benda Amtek Limited (BAL)

Benda Amtek Limited was originally incorporated as a Private limited company on 12th July 1995, and was converted into a public limited company on 4th October, 1995.

BAL is a joint venture between Amtek Auto Ltd. and Benda Kogya Ltd. Japan, one of the largest manufacturer of Fly Wheel Ring Gears in the world and OEM supplier to automobile giants like Mazda, Mitsubishi, kawasaki etc. The company's manufacturing unit is located in Gurgaon.

The company has equity participation from Risk Capital and Technology Finance Corporation Ltd. The Company is closely held company and is a profit making and dividend paying company. The Company's clients include Maruti Udyog Ltd., New Holland Tractors, Isselberg, Unimotion gears, etc.

FINANCIAL HIGHLIGHTS

(Rs.in Lacs)

Particulars

30.6.00

30.6.99

30.6.98

Equity Share Capital

1640.81

818.20

618.20

Reserves & Surplus

841.04

530.63

304.37

Revenues/ Sales

2430.39

1863.03

1283.99

Profit after tax

343.22

273.92

93.34

Carried forward Profit/( Loss)

109.34

47.63

46.37

EPS (Rs.)

7.26

6.32

2.15

Net worth

2473.37

1340.19

912.97

 

SIGNIFICANT ACCOUNTING POLICIES.

  1. SYSTEM OF ACCOUNTS.

The company adopts the accrual concept in preparation of accounts.

  1. INVENTORIES.

         i.            Raw materials and stores & spares are valued at cost.

  1. Work in progress is valued at estimated cost.
  2. Stock of finished goods are valued at Cost Price or Market Price whichever is less.

A.     DEPRECIATION.

Depreciation on assets is provided on "Straight Line Method" at the rates prescribed in Schedule XIV of the Companies Act, 1956.

  1. GRATUITY/RETIREMENT BENEFITS.

Since there is no employee who has put in 5 years of service in the company, the provisions for Gratuity has not been made in the accounts so far.

  1. FIXED ASSETS.

Fixed Assets are accounted for at cost, inclusive of expenses relating to acquisition thereof.

  1. DIVIDEND.

Provision for dividend as proposed by Directors is made in the books of accounts.

  1. STORES AND SPARES.

The cost of spares having useful life of more than one year has been capitalised in stores and spares account. This has been done on the basis of opinion from technical person and as certified by the management.

AMTEK SICCARDI (INDIA) LIMITED (ASIL)

The company was incorporated on 15th April, 1997 under the name Amtek Engine Components Ltd. subsequently the name was changed to Amtek Siccardi (India) Limited on 29th January, 1998.

ASIL is engaged in manufacturing crankshafts at HSIDC industrial Model Township, Manesar Gurgoan in technical collaboration with Atliers Siccardi of France. The company has state of the art manufacturing facility with the capacity to produce fillet rolling and hardening of forged and cast crankshafts ranging from one to six throw and upto one meter in length. The company is an OEM supplier to M/s Eicher Tractor Ltd., Fiat India and L &T john Deere. The company is a closely held company and has commenced operation during the year 1999 and will be completing first year of operation in June 2000.

FINANCIAL HIGHLIGHTS

(Rs.in Lacs)

Particulars

31.09.1999

Equity Share Capital

464.50

Reserves & Surplus

608.45

Revenues/ Sales

159.98

Profit after tax

8.45

Carried forward Profit/( Loss)

8.45

EPS (Rs.)

0.21

Net worth

1051.93

SIGNIFICANT ACCOUNTING POLICIES.

A.     SYSTEM OF ACCOUNTING.

The company adopts the accrual concept in preparation of accounts.

Accounts are prepared on the historical cost of basis and on the accounting principle of a going concern.

Accounting policies are consistent and are in consonance with generally accepted accounting principles.

  1. GRATUITY/RETIREMENT BENEFITS

Since there is no employee who has put in 5 years of service in the company, the provision for gratuity has not been made in the accounts so far.

  1. FIXED ASSETS.

Fixed assets are accounted for at cost, inclusive of expenses relating to acquisition thereof.

COMPANIES UNDER THE SAME MANAGEMENT

There are no listed companies under the same management within the meaning of section 370(1B) of the companies Act,1956.

 

Listed Ventures of the promoters.

Amtek Auto Limited( AAL)

The company was incorporated on 3rd October, 1985 under the name A.M.Metal Cast Ltd. subsequently the name was changed to Amtek Auto Limited on 12th November, 1987.The shares of the company are listed on Delhi, Mumbai, Ludhiana, Madras Stock Exchanges and permitted for trading on the National Stock Exchange of India Ltd.

AAL is a premier automotive component manufacturing company producing critical safety engine components for high performance automotive applications. The Company is the largest manufacturer of Connecting Rod Assemblies in the country and is an OEM supplier to Maruti Udyog Limited, Escorts Yamaha, LML, Hero Honda, GKN Invell, Il-Jin Automotives, Eicher, Mahindra & Mahindra, Simpson, Hindustan motors etc .The company's manufacturing units are located at Sohna and Gurgaon. The Company plants are accredited with ISO 9002 certification for quality. The company has technical collaboration with M/s Aizen co. Ltd. Japan, considered to be one of the largest manufacturers of Connecting Rod Assemblies in the world and an OE supplier to M/s Suzuki Motor Co. Japan. The company has been acknowledged for its quality products and has been awarded the best performing vendor award for the year 1994-95 by M/s Maruti Udyog Ltd.

The Company is an existing profit making, dividend paying since last 5 years. The Company's financial for the past 3 years are summarized as under :

(Rs.in Lacs)

Particulars

31.03.00

31.03.99

31.03.98

Equity Share Capital

3197.37

2417.88

750.69

Reserves & Surplus

5553.89

3632.87

3166.84

Revenues/ Sales

9001.17

6598.74

5675.55

Profit after tax

905.41

660.09

602.92

Carried forward Profit/( Loss)

1007.91

436.44

40.46

EPS (Rs.)

14.42

13.40

12.24

Net worth

8667.16

5994.26

3857.06

SIGNIFICANT ACCOUNTING POLICIES

A. SYSTEM OF ACCOUNTING.

The company adopts the accrual concept in the preparation of accounts.

B. INVENTORIES.

  1. Raw materials and stores & spares are valued at cost.
  2. Work in progress is valued at cost.
  3. Stock of finished goods are valued at cost or selling price whichever is lower.

C. DEPRECIATION

Depreciation on assets is provided on "Straight Line Method" at the rates prescribed in Schedule XIV of the Companies Act, 1956. Depreciation on addition to assets is charged on pro-rata basis.

D. FIXED ASSETS

Fixed Assets are accounted for at cost, inclusive of expenses relating to acquisition thereof. Interest and other charges on borrowings for fixed assets acquisition and revenue expenses incurred for the period prior to commencement of commercial production are capitalised as part of the asset cost.

 

E. STORES & SPARES.

Cost of spares having useful life of more than one year have been capitalised in stores & spares account. This has been done on the basis of opinion from technical persons and as certified by the management.

F. INVESTMENT.

Investment have been valued on actual cost of acquisition.

G. DIVIDEND.

Provision for dividend as proposed by directors is made in the books of accounts.

 

Stock Market Data Details for Amtek Auto Limited on Delhi Stock Exchange (The Regional Stock Exchange)

Month

Highest

Lowest

 

Rate

Date

Rate

Date

May 2000

79.25

19.05.2000

41.70

04.05.2000

June 2000

65.00

09.06.2000

55.00

06.06.2000

July 2000

58.00

13.07.2000

51.55

19.07.2000

August 2000

107.25

31.08.2000

70.00

09.08.2000

September 2000

133.00

06.09.2000

83.00

28.09.2000

October 2000

145.00

26.10.2000

96.10

03.10.2000

 

Amtek India Limited (AIL)

The company was incorporated on 2nd December, 1983 under the name Best Leasing and Finance Ltd., the name was changed to Worldwide Portfolios Ltd. on 17th September 1992 , further the name was changed to Amtek Finance Ltd. on 20th April 1995. Subsequently the name was changed to Amtek India Ltd. on 27th December, 1995. The company's shares are listed at Delhi and Mumbai Stock Exchanges.

AIL is engaged in manufacturing Gear Shifter forks and Yokes which are gear parts and considered to be critical automotive components. The company is the largest manufacturer of Gear Shifter forks and Yokes in the country. The Company is the OE supplier to M/s Maruti Udyog Ltd., Kinetic Engg. Ltd, New Holland tractors etc. The company's manufacturing unit is located in Gurgoan.

The Company is an existing profit making, dividend paying since last 5 years. The Company's financial for the past 3 years are summarized as under :

 

FINANCIAL HIGHLIGHTS

(Rs.in Lacs)

Particulars

30.6.00

30.6.99

30.6.98

Equity Share Capital

2017.61

825.67

825.67

Reserves & Surplus

2748.32

2345.92

2056.75

Revenues/ Sales

3712.26

2941.66

2255.00

Profit after tax

530.82

404.96

351.26

Carried forward Profit/( Loss)

92.84

89.18

108.76

EPS (Rs.)

9.58

7.31

6.34

Net worth

4701.97

3094.93

2793.06

SIGNIFICANT ACCOUNTING POLICIES

A.     SYSTEM OF ACCOUNTS.

The company adopts the accrual concept in preparation of accounts.

  1. INVENTORIES.

         i.            Raw Materials and stores & spares are valued at cost.

  1. Work in progress is valued at estimated cost.
  2. Stocks of finished goods are valued at Cost Price or Market Price which ever is less.
  1. DEPRECIATION.

Depreciation on assets is provided on "Straight Line Method" at the rates prescribed in Schedule XIV of the Companies Act, 1956.

  1. DIVIDEND.

Provisions for dividend as proposed by Directors is made in the books of accounts.

  1. INVESTMENT.

Investments have been valued on actual cost of Acquisition.

  1. STORES AND SPARES.

The cost of spares having useful life of more than one year has been capitalized in stores and spares accounts. This has been done on the basis of opinion from technical person and as certified by the management.

Stock Market Data Details for Amtek India Limited on The Delhi Stock Exchange Assn.Ltd.

Month

Highest

Lowest

 

Rate

Date

Rate

Date

April 2000

18.00

5.4.2000

12.00

25.4.2000

May 2000

21.70

22.5.2000

12.00

5.5.2000

June 2000

20.20

2.6.2000

17.50

29.6.2000

July 2000

17.50

4.7.2000

15.50

21.7.2000

August 2000

22.35

31.8.2000

14.00

8.8.2000

September 2000

27.90

6.9.2000

15.50

26.9.2000

MANAGEMENT :

The management of the Company is vested in the Board of Directors which comprises of

well experienced and technically qualified Industrialists and professionals

Board of Directors

Particulars

Age (yrs)

Qualifications

Other Directorships

Mr. G S Maheshwari

1372, Sector - 17 G,

Gugoan – 122 001

Managing Director

Occupation :

47

B. Tech (Electrical)

Diploma in Export Management

NIL

Shri Arvind Dham

B-7, Geetanjali Enclave

New Delhi- 110 017

Director

Industrialist

39

M.Arch.(USA)

Amtek Auto Limited

Amtek India Limited

Benda Amtek Limited

Amtek Siccardi India Limited

Smt Anita Dham

B-7, Geetanjali Enclave

New Delhi- 110 017

Director

Business

39

M.Arch.

Amtek Auto Limited

Amtek India Limited

Benda Amtek Limited

Amtek Siccardi India Limited

Shri B Lugani

A-3/106 Ekta Garden

9, Patparganj

Delhi- 110 092

Director

Tax consultant

45

F.C.A.

Amtek Auto Limited

Benda Amtek Limited

Raghu Consultants Pvt. Ltd.

Infinity Infotech Pvt. Ltd.

Lugani Educational Consultants Pvt.Ltd.

City Swingers Pvt. Ltd.

Vishal Machanical Works Pvt.Ltd.

Smt Aarti Jain

2A Nemi Road, Dalanwalan,

Dehradun

Director

Business

27

B.Com

M.B.A.

NIL

Mr D.S. Malik

573, Sector-29

Noida – 201 303

Director

Occupation:

50

B.E. (Mechanical Engineering), P.G.D.M.

( Industrial Engg. & Management)

NIL

 

 

MANAGERIAL COMPETENCE

Key Management Personnel :

The company is managed by a team of experienced and technically qualified professionals headed by Mr. G.D. Maheshwari, Managing Director and CEO of the company, a technocrat from the Indian Institute of Technology, Delhi with over 26 years of experience in corporate sector. The key management personnel of the company is as under:

Name

Age

Designation

Date of joining

Details of Previous employment

Qualification

No. of years of experience

Mr. N.M. Malik

48

Executive Vice President

10.11.2000

ITIL Goa

B.E. (Hons)

25

Mr. Ashish Mullick

32

Vice President

( Media)

01.03.2000

Global Media Ventures Inc

Graduate in English (Honours)

7

Mr. Sudhir Kashyap

35

Vice President (Auto Portal division)

07.03.2000

Minda Industries.

B.E.

(Mechanical)

PGDM

(Marketing)

13

Mr. Amardeep Singh

37

Vise President (Marketing-Media)

04.10.2000

Mohan Meakin

Ltd.

M.B.A.

14

Mr. Prabal Banarjee

34

Associate Vice President

(Auto Portal division)

17.04.2000

Motoring Correspondent.

B.A. ,PGDM

( Mkting) and Diploma in Hotel Management

10

Mr. Rajendra Saluja

40

Associate Vice President

(HR)

01.08.2000

Jet Air Ltd.

M.B.A.

20

Mr. Santhanam G.

31

G.M.

Technology

29.05.2000

MicroCity India Ltd.

B.Sc.(Tech)

Advanced PG.Diploma in System Management

11

Mr. Sanjeev Raghunandan

33

G.M. (Auto Portal Division)

10.05.2000

Climate Systems India Ltd.

Mechanical Engineer.

12

Dr. Sanil Kapoor

42

G.M.

(Medical Transcription)

21.09.2000

Vishesh Infosystems Ltd,

M.B.B.S.

15

 

Mr Farhan S Kidwai

32

D. G.M.

01.06.2000

Self Employed

Post Graduate Diploma in Personnel Management and Industrial Relations, Post Graduate Diploma in International Management

9

Mr. Sharad Bhasin

34

A.G.M.- Corporate Education

27.09.2000

Majestic Software Ltd.

B.E.(Electronics) & M.B.A.

11

Mr. Rajesh Khurana

37

G.M.- Marketing

18.08.2000

Hydraulics Ltd.

Mechanical Engineer

16

Mr. Rajesh Sinha

37

Senior Manager

05.07.2000

Amada Systems Ltd.

B.Com,

PGBM

13

Mr. Rajesh Gulati

28

Senior Manager -Finance

21.08.2000

Shri Ram Piston & Rings Ltd.

Cost Accountant, L.L.B., C.S.

8

Mr Jitendra Mathur

35

Senior Manager - mkting & AD sales

1.07.2000

TDI International India Ltd.

Graduate in Economics

10

Mr. Rajeev Sinha

36

Sr Manager- Distribution & Mkting

24.08.2000

CMYK Printech (P) Ltd.

Post Graduate in Modern History & P.G. Diploma in Mkting

12

Mr. Anoop Aggarwal

30

Sr. Manager -Accounts

17.04.2000

Injectoplast Pvt.Ltd.

C.A. and Cost Accountant

6

 

 

Changes in Key Management Personnel during the last one year.

There are no changes in the management personnel in the preceding one year except as mentioned below:

Name of the Employee

Appointment / Resignation

Date of Resignation

Reasons

Mr. Atul Bhargava

Resignation

07.11.2000

On his own accord

Mr. D.P. Bansal

Resignation

07.11.2000

On his own accord

Mr. Ashish Mullick

Appointment

------

------

Mr. Sudhir Kashyap

Appointment

------

------

Mr. Amardeep Singh

Appointment

------

------

Mr. Prabal Banarjee

Appointment

------

------

Mr. Rajendra Saluja

Appointment

------

------

Mr. Santhanam G.

Appointment

------

------

Mr. Sanjeev Raghunandan

Appointment

------

------

Dr. Sanil Kapoor

Appointment

------

------

Mr Farhan S Kidwai

Appointment

------

------

Mr. Sharad Bhasin

Appointment

------

------

Mr. Rajesh Khurana

Appointment

------

------

Mr. Rajesh Sinha

Appointment

------

------

Mr. Rajesh Gulati

Appointment

------

------

Mr Jitendra Mathur

Appointment

------

------

Mr. Rajeev Sinha

Appointment

------

------

Mr. Anoop Aggarwal

Appointment

------

------

 

LOCATION OF THE PROJECT.

The company proposes to set up a state of the art software development center at Gurgoan, Haryana and develop its existing office at Okhla, New Delhi as corporate office and education institute. In addition, it would be opening training 3-4 more centers in New Delhi.

The software center at Gurgoan will be housed on the land admeasuring about 2 acres. The proposed site is located at a distance of about 25 km from Delhi. EIL has also acquired another premises of 1500 sq.ft. at East Kailash in New Delhi for setting up another training institute.

The Company has signed a Leave and License Agreement dated 1st March, 2000 with M/s Ess Gee International Pvt. Ltd. for a period of three (3) years from 1st March,2000. This property is situated at Okhla Industrial Area, New Delhi and is being utilised as the Registered Office of the Company.

 

The Company has signed a Leave and License Agreement dated 16th May, 2000 with Shri. Nand Lal, Shri. Har Lal, Shri Bal Ram and Shri Ram Pal for a period of three (3) years from 16th May,2000. The property is situated Madangir Village, New Delhi and has been acquired for the Company's office premises.

The Company has signed a Leave and License Agreement dated 1st June, 2000 with Mr. Rakesh Wadhwan and Mrs Romy Mehra for a period of three (3) years from 1st June, 2000. The property is situated at East of Kailash, New Delhi and has been acquired for the purpose of setting up an education centre.

The Company has signed a Rent Agreement dated 4th September, 2000 with Mr. Rao Birender Singh for a period of three (3) years from 4th September,2000. The property is situated at Delhi Road, Gurgoan and has been acquired for the Company's office premises.

 

RAW MATERIAL REQUIREMENT

UTILITIES

a) Power

The peak hour demand at the company's education centers at Okhla and East of Kailash is estimated at 50 KVA and 35 KVA respectively, which is being met out of supplies from DVB. However, 100 % power back up arrangement in the form of DG Sets is available at both the locations. The peak hour demand, consequent upon the implementation of the proposed scheme would be 200KVA for the infocity at Gurgaon, which would be met out of supplies from Haryana State Electricity Board (HSEB). The company proposes to instal one DG set of 200 KVA at Gurgaon for meeting its power requirement in the event of power cuts/failures. The application to Haryana State Electricity Board is yet to be made.

b) Water

Water is required for general purposes only.

c) Effluent treatment plant

As the software facilities do not generate any effluents harmful to the environment, pollution is almost non- existent. The company shall however apply for necessary clearances on completion of civil work

 

d) Manpower

·         At present EIL has 257 employees at its office. EIL’s requirement of additional manpower is estimated at 647 in the first year, which would increase in the subsequent years with increase in the operations of the company. The requirement of manpower is estimated at 150 for portal operations, 206 for software development, 115 for education centres, 50 for ISP operations, 30 for ERP operations, 45 for marketing offices (including 30 for Indian offices and 15 for overseas offices) and 51 administrative personnel. EIL has already embarked on a recruitment programme and is infusing experienced IT/software personnel for its ongoing scheme. These qualified recruits would be equipped with knowledge in ERP and e-Commerce at the in-house training centre of the company.

 

SCHEDULE OF IMPLEMENTATION OF THE PROJECT.

 

Commencement

Completion

Land

Under Transfer

November 2000

Building

Software Development Center

November 2000

March 2001

Corporate Office

Commenced

January 2001

Branch offices

Commenced

March 2001

Overseas Offices

November 2000

March 2001

Plant & Equipment

·         Training center

  • Video conferencing
  • ISP operation
  • Portals
  • Others

Commenced

Commenced

December 2000

Commenced

Commenced

June 2001

June 2001

March 2001

March 2001

June 2001

Portal Development & brand equity

Commenced

June 2001

Miscellaneous Fixed Assets

Commenced

June 2001

Commencement of operations

Commenced

July 2001

 

INDUSTRY SCENARIO

Historic Demand and Growth Rate and the Future Demand

According to the findings of NASSCOM-Mckinsey Study in 1999, the Indian IT industry revenues have grown from USD 50 mn in 1988-89 to US 3.9 bn in 1998-99 and there is potential for revenue to increase to $ 87 bn in 2008.

($ bn)

 

1998

2008

CAGR

 

 

Domestic

International

Total

 

 

 

 

India based

India centric

 

 

IT Services

2.1

8.5

23

7

38.5

34%

Software Products

0.6

9.5

8

2

19.5

40%

IT enabled services

0.4

2.0

15

2

19.0

47%

E-business

0.2

5.0

4

1

10.0

48%

TOTAL

3.3

25.0

50

12

87.0

39%

IT services sector is one of the fastest growing sectors in the software arena. During 1997,worldwide, public administration, financial services and banking, manufacturing and retail and distribution were the largest spenders on IT services. Public administration alone accounted for 17% of the total spending of US $ 327 billion worldwide. Financial services and banking companies followed closely, spending around US $ 54 billion in all. It is projected by McKinsey, that the financial services & banking, manufacturing and retail and distribution would continue to be major users of IT services market which is expected to grow to US $ 1010 billion by 2008. It is estimated that by 2008, the old generation legacy /client server services will account for only 13% of the market, from 46% during the year 1997. Consequently, new generation web/package based services will increase share from nearly half of the current IT services market to over 81% of the market in 2008.While spending on training and education will increase substantially in terms of market share in absolute terms, however, it would decrease from 8% to 7% . According to the consultants, within the IT services market, Indian Companies can pursue 3 growth areas:

1.      The first is to leverage current capabilities, especially the off shore model, to extend into new, rapidly growing service lines such as e-Commerce, knowledge management and convergence applications.

  1. The second is to tap new, emerging customer segments such as ASPs and dot com companies and under the penetrated segments such as health care and telecom verticals and non-English speaking countries.
  2. The third is to move up the IT services value chain from piece part performance work to full project implementation. A few Indian companies may even build IT consulting practices to advise companies on IT strategy and architecture issues.

Indian software and service companies, by virtue of their expertise in legacy application development, migration and maintenance, are well positioned to catch the emerging Internet centric computing, e- Commerce, knowledge management and convergence wave. While India has performed well as a skills surplus country, future growth will also lie in transcending into a "hub" rather than remaining a "skill surplus" country.

According to McKinsey, the market for different segment in the software service industry are forecasted to be as under:

( USD bn)

 

1999

2004

CAGR

Internet Application Integration

11.3

108.1

57%

ERP/ES Services

30.2

82.6

16%

Application maintenance

15.9

28.5

6.9%

Package/ Component installation

22.6

52.7

13%

Training and Education

13.7

24.5

8.7%

Total

93.70

296.40

19.1%

 

 

IT Products.

The packaged software consists of Application software (46%), application development software (24%) and system infrastructure software (30%). Application software can generally be deployed "out of the box" or with customer/industry specific adaptations. Applications development software is one that allows technologists and programmers to write custom applications and create new categories of packaged applications. System Infrastructure software, that is used as "plumbing" to allow software based solutions to be deployed across various hardware and networking platforms.

It is estimated that within the above packaged software categories, cross industry applications under application software would record a 18% annual growth, internet development tools would clock a 32% annual growth and information access tools would record a 21% annual growth. The total world wide market for software products is expected to grow at 18 % p.a. from $134 billion in 1998 to $ 770 billion by 2008.

The Indian companies have opportunities in 3 arenas viz. Enterprise software, consumer/desktop software and mobile computing and embedded software. In enterprise computing there is a significant demand for e-Commerce applications, ERP-type applications and decision support applications that allow corporations to better aggregate, analyse and use information. In consumer/desktop computing, the typical applications include personal productivity tools like word processing and spreadsheets, and a host of client applications that retrieve, manipulate and sort data from large repositories.

In the emerging category of mobile computing and embedded devices, where a range of devices from cell phones to personal digital assistants, a variety of general purpose and industry specific applications are emerging.

Software and services companies in India earn about 24% of their revenues through software products.

Enterprise Resource Planning (ERP)

The ERP market worldwide is estimated to start on the growth path again. The SAP market share currently is approximately 37% ahead of combined share of competition like Baan Oracle etc. Amongst all other available ERP suppliers, SAP remains a world leader maintaining its leadership since beginning. Geographically, the biggest market is USA where the GDP growth has been consistently very high for many years, however, there is an anticipated slide in the growth rates. Asia after its financial disaster has begun to recover with most economies showing positive GDP growth and thus offering opportunities.

Application Service Providers (ASPs)

An Application Service Provider (ASP) manages and delivers application capabilities to multiple entities from data centers across a wide area network. Most organisations, primarily SMEs, cannot afford to buy packages like ERP, SCM etc and instead of owning the applications, log on to such packages hosted by ISPs. The entire IT infrastructure is managed by the ISP hosting the package, thereby reducing the users' cost of IT staff required to manage the application.

 

Internet and E-commerce

E-business are those that operate through the internet, allowing electronic exchange of information, goods, services and payments. The internet increases the comfort of shopping for the B2C segment and the speed and convenience of transaction for the B2B segment. B2B will be larger of the two segments, accounting for 80 % of the transactions, with the rest being accounted for by the B2C segment. The internet is rapidly becoming a critical source of business. Companies that successfully build an online presence can more efficiently conduct the business with partners and suppliers, communicate with customers and employees and address the rapidly growing global base of on line customers. According to the International Data Corporation (IDC), the number of worldwide internet users is expected to grow from 159 million in 1998 to 510 million in 2003 and consequently worldwide revenues from e-commerce would increase from about US $ 50 billion to more than about US $ 1.3 trillion during the same period. According to IDC, the Indian Internet subscriber base is estimated at 1 mn by end 2000, 7.5 mn by end 2003 and 30 mn by end 2005 and the subscriber base has already reached 1.2 mn in March 2000.

According to IDC, businesses will spend approximately US $ 56 billion on internet infrastructure and deploy approximately 60 lakh servers in 2003. According to McKinsey report, internet Application Integration is expected to be a USD 180 bn market by the year 2004 from USD 5 bn exhibiting a CAGR of 57 %, most of which is expected to be in the area of integrating back-end systems with the Internet and e-commerce components. The software companies would necessarily have the build up expertise to help the customer migrate from client/server architecture to a web-centric architecture.

The IDC predicts that the internet based procurement application market will grow from US $ 187 million in 1998 to US $ 8.5 billion by 2003, growth of 40 times in 5 years. As a result of growth in the Web population and per-site revenues, e-commerce revenues in 1999 were close to US $ 180 billion - an amount about 4 times that was reported in 1998. Most of the studies peg web generated revenues to exceed US $ 1.2 trillion by 2002 while groups like Forester estimate that the estimate the market could reach as high a between US$ 3.2 trillion in 2003, with the latter representing nearly 5 % of all global sales.

Currently, the intent landscape is dominated by users from USA and Canada who account for 56% of the users followed by Europe (21%), Asia Pacific Region (18%) and South America (3%). However, this is expected to show a change with non-US Internet users likely to comprise about 60-70% of the net population. It is estimated by Mckinsey that by 2008, e-business in India could amount to US $ 10 billion. The B2C growth would be fuelled by the increased use by NRIs

Asian e-commerce was worth about US $ 700 million in 1998, primarily dominated by the Australian market, which contributed US $ 430 million, or 62 %. By 2003, IDC has forecasted Asia's e-commerce market to be worth US $ 32 billion in 1998 to US $ 87 billion by 2008. The world has recognised India as important base for outsourcing IT services, with 203 of the Fortune 1000 companies among its customers.

Australia's e-Commerce market should remain the major market, worth US$ 9 billion, or about 30%. By the company's estimates, South Korea will be a potential market, worth US 4-5 billion in 2003, up from US $ 57 million in 1998. The two markets with the highest growth are expected to be China and India, which are expected to be worth US $ 4 billion and US $ 2 billion, registering a CAGR of 243 % and 246% respectively.

Portals

The Gartner Group predicts that there will be no more than five viable horizontal portals by 2002. There are very few stand-alone horizontal portals making money worldwide. EIL's horizontal portal would primarily be the front end of its ISP operations and is being developed with a multilingual interface integrated with foreign language to give it international visibility. As EIL's portal shall be WAP enabled i.e. capable of being downloaded onto cellular phones. However, growth potential exits in the vertical portals as they cater to a specific user group/segment and hence can generate revenue through e-commerce and targeted advertising.

SUPPLY OUTLOOK

Competitive Environment

a.       Software Development : EIL proposes to focus on the medium-end segment for providing software products and solutions which is highly competitive as most software companies are targeting the SMEs and divisions of large organisation. However, EIL's presence in ISP and portal segment would enable it to offer value added services at a low cost thereby giving it the cutting edge.

  1. IT education: IT education in India is dominated by established players like NIIT, APTECH, IIS, STG, IBM, etc. However, EIL has been offering specific courses in the niche segment of e-commerce, ERP and e-governance. Currently, STG is the only other institute offering similar courses. EIL proposes to employ experienced faculty and the centers are in the process of becoming accredited study centers of IBM, Microsoft, IGNOU etc.
  2. ISP: There are at present around 70 ISPs in the country and the aggregate subscriber base at the end of June 2000 was around 1 million. However, there only 8-10 active ISPs and their subscriber base at the end of June 2000 was as under :

Name of ISP

Number of

Subscribers (Lacs)

VSNL

3.43

DoT

0.96

MTNL

0.36

Satyam

1.51

Bharti BT ( Mantra Online)

0.70

Dishnet DSL

0.71

Caltiger

0.56

Sigma 10

0.35

d.       

e.       According to a survey conducted by NASSCOM on Internet and e-commerce ( as reported in Times of India dated July 25,2000) , the number of subscribers is set to rise exponentially to touch 11 million subscriptions by 2003. The report further says that, " In India, 3.7 million users access the Net. In coming years this growth would be propelled by information devices, mobile phones and Internet cable. Internet users in India by 2003 would be 23 million, which would be 1 million more than China's projection"

f.        VSNL is expected to continue enjoying monopoly status for some more time. However, eventually ISPs providing value-added services at a low cost are expected to do well. EIL's proposal to set up an integrated project would enable it to offer a comprehensive package to its customers.

  1. Portals : There are about 13 auto portals already in existence, some of them being www.ashokleyland.com, www.indiaauto.com, www.autoworld.com, etc. EIL's strategy would be to link Maruti Udyog Ltd. (MUL) with the auto ancillaries through its auto portal and generate B2B e-commerce initially and finally target the B2C segment. MUL has reportedly evinced interest in EIL's auto portal and the discussions are in the final stages. The company is also negotiating similar tie-ups with Eicher Motors Ltd. and New Holland Tractors Ltd.

Regulations & Policies

·         Current levels of security in B2B and B2C transactions with 128 bit SSL protocol

( currently permitted only for financial transactions) are adequate for secure transactions.

In addition RBI is in the process of defining guidelines for 2 way public and private keys,

and token based dynamic password generation. The cyber laws permitting secure

transactions in both the B2C and B2B segments have been recently passed by the

Parliament in May 2000. This would go a long way in promoting business on the net and

would remove the difficulties associated with signature verifications and payments for the

goods purchased or sold.

·         The RBI committee on standards for electronic funds transfer is likely to be released soon. In the interim, individual players are already stepping into fill the gaps- Global Tele systems with B2B payment gateway. EIL is negotiating with ICICI Bank for subscribing to its payment gateway.

MARKET AND SELLING ARRANGEMENTS

EIL has established a number of formal and informal marketing relationship with market. As software business tends to be people-centric, the CEO and department heads, who have developed extensive relationships and networks, would play an instrumental role in procuring business for the company. EIL has obtained software development orders from Ansal Housing, DSS Modilink, Shamken Group, Anand Healthcare etc.

EIL markets its services through its corporate and field direct sales force. The company has added sales and marketing personnel to assist senior executives in increasing the number of new clients and the amount of business generated from existing clients. The company is, however, selective of the clients, its services and the engagements to be undertaken.

EIL proposes to launch an expansive media campaign encompassing television, newspapers, magazines etc to launch its portal and ISP services.

The company also proposes to generate sales lead through referrals from clients and management consultants, responses to requests for proposals, strategic alliances with associated companies, industry seminars, trade shows, direct telephone and mail campaigns and advertisements in trade journals.

EIL proposes to offer Internet access through cable TV and the iPhone. As the PC penetration and the literacy level are low in India, cable TV and hand held one touch devices would emerge as a cheaper alternative to the PC for offering internet access. EIL proposes to market the iPhone through its JV with Media Magic, The iPhone is an appliance combining telephone, web browser, e-mail and digital answering machine thus enabling communication, accessing information and conducting business from a single device and is estimated to cost Rs.10,000-12,000/- per unit.

The company has also retained the services of senior industry consultants to assist in identifying, marketing and securing large IT service contracts with middle market organisations.

EIL proposes to expand its geographical presence by opening branches all over the country as well as overseas offices.

The company has received confirm orders from the following:

Name of the company

Activity

Amount

DSS Mobile Communications Ltd.

Development of the customized software for the company in the areas of MIS, Message Handling Systems and Billing and collection

Rs. 125.00 Lacs

Ansal Housing & construction Ltd

IT oriented Business solutions related to 'Bills Management System.'

Rs. 156.00 Lacs

Durha Components Pvt.Ltd.

Complete Computerization

Rs. 85.00 Lacs

Charcoal grill (Bahrain)

Software development

US $ 0.45 Lacs plus out of pocket expenses

Key Construction W.L.L.

( Bahrain)

Development of ERP Package

US $ 1.00 Lacs plus out of pocket expenses

Bahrain Services & Maintenance Co. ( Bahrain)

Customized Software development

US $ 0.25 Lacs plus out of pocket expenses

Anand Health Care Ltd.

Development and implementation of customised software.

Rs. 200 Lacs

Shamken Group of Companies

Software Development

Rs. 2.25 Lacs

 

EXPORT POSSIBILITIES AND EXPORT OBLIGATIONS.

Though the company has been registered in the Software Technology Park, it has not purchased any land in the park. Since it is not developing any products in the park at the moment, there are no export obligations on the company for the time being.

TECHNICAL AND MARKETING COLLABORATION

A. AGREEMENT WITH JAMES MARTIN INDIA PVT. LTD.

The Company has entered into an Agreement dated May 15, 2000 with James Martin India Ltd. James Martin India Ltd. a leading Consultancy company, has offered to provide Technical and Conceptual expertise consultancy to the company.

The main terms and conditions are as follows:

1.      The Agreement signed between the Company and the party is valid for a period of six months from the date of signing of the document.

  1. The company will pay the party Rupees Seventy Five thousand only per month for the services rendered.
  2. The company and the party agree to finalise the financial terms and conditions on a case to case basis only.

B. MEMORANDUM OF UNDERSTANDING WITH M/s BCM SERVICES INDIA

LIMITED.

The company has entered an Memorandum of Understanding dated May 8,2000 with M/s BCM Services Limited. The company intends to enter into Medical Transcription Services. M/s BCM Services India Ltd. is desirous of giving work of Medical Transcription to the company and its export to US. The main terms and conditions are as follows :

1.      The services to include

·         High quality (98.5) % professional results with confidentiality

  • Fast turnaround time of 12 to 24 hours and reasonable rates for minimum @ 5 cents per line.
  • Follow the A.A.M.T. ( American Association for Medical Transcription) guidelines.
  • Data to be archived for a period six months

1.      Specializing in Cardiology, Dermatology, Endocrinology, Gastroenterology, Genitourinary, Hermatology, Oncology, Neurology, Obstetrics & Gynaecology, Ophthalmology, Orthopedics, Otorhimolaryngology, Pulmonary Medicine, Urology etc.

  1. Maintain standard 3 to 1 ratio of transcription time to dictation time
  2. Will maintain staff of professional MT's as per the guidance of BCM consultant.
  3. Will start 25 nodes initially on a three shift basis
  4. BCM will ensure the success of Pilot run, initial order will be signed after the completion of pilot. BCM will ensure the Agreement for a minimum of 1,000,000 lines per month is signed by EIL and US party for a period of one year, the agreement will be renewed after one year again based on mutual agreed terms & conditions at that time.
  5. BCM Services India Ltd. will charge the second party @ 11% for the services rendered on all invoices raised by the second party.
  6. One month charges will be paid alongwith the signing of the agreement with the US party as advance and will be adjusted towards the charges of first month payment.

C. MEMORANDUM OF UNDERSTANDING WITH M/s MEDIA MAGIC ( INDIA) PVT. LIMITED.(MMI)

The company has entered a Memorandum of Understanding dated March 24,2000 with M/s Media Magic (India) Limited.(MMI).The company intends to provide Net telephony services in whole of India through this agreement. The main terms and conditions are as follows :

1.      M/s MMI and M/s EIL agree to form a joint venture company (JVC) to provide Net Telephony services in India, which can be expanded to other countries, if mutually agreed upon.

  1. This MOU does not prevent MMI and its other partners from pursuing other Net Telephony initiatives
  2. The JVC shall be taking up some Net Telephony Pilot Projects at the earliest. For this the right organisations shall be identified by EIL
  3. Scope of Association

·         The know how for the establishment of the Net Telephony Pilot project shall be provided by MMI

  • EIL shall provide the infrastructure and the necessary marketing and management expertise
  • The proposed joint venture company shall also take up the document imaging job work for the various government departments such as law etc.
  • The JV shall develop phone kiosks in India and will develop exclusive rights in India for such equipment and the associated marketing, O& M and other services.
  • The JV will use Excel infrastructure like portals and networking based services etc, for provision of Net Telephony, to its customers. However, customers may use their own portals and networks.

1.      EQUITY INVESTMENT

·         50 percent equity for each partner to start with

  • Later 20 percent can be given for strategic business needs to other entities.

6. Responsibilities of the parties.

6.1 MMI shall be responsible for :

  • providing all state of the art technology 's for the smooth operation of I-phone in India.
  • Bring the necessary technical know- how

6.2 EIL shall be responsible for :

  • Providing the necessary infrastructure
  • Providing the trained personnel
  • Excel will bring its expertise to secure the business and approvals for the JV for making in-roads in India for I-phone.
  • Provide all software needs of the JV

7. Confidentiality

Both the parties shall keep the information obtained from each other and the customers confidential and shall not share it with any other fourth party

D. MEMORANDUM OF UNDERSTANDING WITH M/s INNOSERV SYSTEMS PVT. LIMITED.

The company has entered an Memorandum of Understanding dated September 7,2000 with M/s Innoserv Systems Private Limited. The company wishes to enter into a relationship for the purpose of CD-ROMS at present. The main terms and conditions are as follows :

1.      IndiaAutoBiz agrees to partner with Innoserv in the broad area of retailing of PC games through their website IndiaAutobiz.com.

  1. IndiaAutoBiz will provide an exclusive channel for retailing of the games provided by Innoserv.
  2. The responsibility of the transaction and legal responsibility of the deal and fulfillment is the responsibility of Innoserv.
  3. IndiaAutoBiz will collect the orders from the customers through its website and then pass on the order to Innoserv. IndiaAutoBiz would arrange for the payment to be sent to Innoserv. The payment may be sent to Innoserv either directly by the customer or through IndiaAutoBiz.
  4. Within 2 (two) days of receipt /realization of the payment, Innoserv will dispatch the title ordered to the customer through courier/registered post. The delivery charges would be borne by innoserv for delivery anywhere within India.
  5. Innoserv will provide IndiaAutoBiz an update with the list of titles available of the stock on a weekly basis.
  6. IndiaAutoBiz bears no legal responsibility if the payment is not made or delivery is not done in time or any matter relating to the visitor to the site purchasing a game or any other item.
  7. IndiaAutoBiz bears no legal responsibility pertaining to the authenticity of software (games) being sold/delivered to the customer.
  8. In return, Innoserv agrees to pay IndiaAutoBiz the difference between the 80% of the retail price of the item and the net price( exclusive of tax) at which the item is being billed to the customer. Payment for all the billings in the previous month will be done by Innoserv to IndiaAutoBiz on the first working day of next month.
  9. The two parties will work together to develop the tracking mechanism of the trades originating from IndiaAutoBiz wesite.
  10. The customer database shall be shared jointly with each other.

Intellectual Property

·         Ownership Rights : The parties hereto agree that the copy right and ownership rights in any intellectual property which may, in the course of performance of this Agreement, be shared between the parties; shall inter-alia be vested in the party which originally devised or invented such property.

  • Transfer: No transfer of intellectual property shall occur between the parties as a result of performance of the terms and conditions of this agreement.

 

The company has also entered MOUs with the following :

1.      The company has entered an MOU with Omnex INC-India (Omnex Quality and

Management Consultants Ltd. dated 12th day of July, 2000 for providing consulting and

training on Quality management systems to the automotive industry in India through the

portal Indiaautobiz.com.

1.      The company has entered an MOU with Thapar, Srinivasan & Kapoor Ltd. dated 4th August, 2000 for providing Valuation & Certification of equipment and machinery for the clients in India through the portal Indiaautobiz.com.

  1. The company has entered an MOU with Air Tickets India (P) Ltd. dated 7th August, 2000 wherein Airticketsindia.com agrees to partner IndiaAutoBiz.com in a broad area or offering travel related content & services.
  2. The company has entered an MOU with Mr. Ashok Gahrotra dated 2nd September, 2000 wherein Mr. Ashok Gahrotra shall provide the following services through the portal IndiaAutoBiz.com: i) Consultancy on imports and exports for consultancy channel of IndiaAutoBiz.com, ii) Contribution for publishing of Articles on Imports and Exports Limited.
  3. The company has entered an MOU with Quality Plus Services (P) Ltd. (QPS) dated 15th July, 2000 wherein QPS in association with EIL provide consultancy and training programme on Quality Management Systems to the industry in India especially automotive and ancillary industry in India through the portal IndiaAutoBiz.com in order to improve the quality/productivity levels of the clients.
  4. The company has entered an MOU with Efirst Solutions India Private Ltd.(herein after referred to as "Firstandsecond" ) dated 11th July, 2000 wherein IndiaAutoBiz agrees to partner with Firstandsecond in the broad area of retailing of books on exclusive basis.
  5. The company has entered an MOU with Trans Support Info Ltd. dated 19th August,2000 wherein the parties are desirous of entering an arrangement for etransportbusiness.com providing access to http://www.indiaautobiz.com/, whereby this URL will allow the user to access the information/services offered by the etransportbusiness.com to IndiaAutoBiz.com to their high way tracking module and other related services.
  6. The company has entered an MOU with M/s Mass Soft Services Inc (MSS), dated 11th September,2000 wherein MSS will aggressively work to procure Medical Data Transcription business in USA and pass on to EIL on exclusive basis, obtain offshore projects and pass on all such projects to EIL and that EIL shall be the only nodal agency in India for getting people for Onshore projects.
  7. The company has appointed Mr. P. Tharyan vide their letter dated 16th June, 2000, an expert advisor/consultant for their automotive portal/magazine Indiaautobiz.com. The scope of work includes : Minimum one article per month which would cover i) the government policies on the Automotive industry/analysis and comments. ii) Automotive Industry and corporate features and analysis.
  8. The company has appointed Mr. Kevin Doube vide their letter dated 21st June, 2000, an expert advisor/consultant for their automotive portal/magazine Indiaautobiz.com. The scope of work includes Mr. Doube to provide EIL 12 articles over a period of one year on Quality Systems/ ISO 14000/ Environment Management Systems.
  9. The company has appointed Mr. Manvender Singh vide their letter dated 29th June, 2000, an expert advisor/consultant for their automotive portal/magazine Indiaautobiz.com. The scope of work includes: Minimum one article per month which would cover i) vintage and classic cars. ii) Customization and concept cars.
  10. The company has appointed Mr. D.Biswas vide their letter dated 27th June, 2000, an expert advisor/consultant for their automotive portal/magazine Indiaautobiz.com. The scope of work includes : Minimum one article per month which would cover i) the government policies on the Environment industry/analysis and comments. ii) Issues pertaining to the auto industry affecting the environment.
  11. The company has entered into an MOU with M/s Broadcast Engineering Consultants India Ltd.,(BECIL), a government of India Enterprise dated 17th March,2000 wherein BECIL agrees to outsource and jointly develop with EIL Software Applications for Broadcasting to EIL over a period of next two years. The scope of work includes development of software, installation and commissioning, test run, handing over to customer and maintenance and support.
  12. The company's agreement with PriceWaterHouse Coopers for Business Process Consulting for IndiaAutobiz.com.
  13. The company has entered into an MOU with M/s Compaq Computer (India) Pvt. Ltd., dated 14th August,2000 wherein both the organization agree to form Strategic Alliance. The Strategic Alliance shall take the form of a Technology Partnership with the objective of establishing the National ISP Network for Excel.
  14. The company has entered into an MOU with M/s SCD Financial Services,(Eforexindia.com) a forex risk management advisory company dated 9th October , 2000 wherein Eforexindia.com agrees to partner with EIL by providing currency quotes and metal quotes related content and services.
  15. The company has entered into an MOU with Devcompusoft ,a Software Export House dated 25th May, 2000 wherein Devcompusoft has offered to associate for Technical and Business Development activities with the company.
  16. The company has entered into an MOU with Digitech Solutions Ltd.,a Software Consulting company involved in software development, support, testing and training dated 12th May, 2000. Digitech Solutions Ltd. has offered to provide Technical and Professional support to the company.
  17. The company has entered into an MOU with Leosoft Consultants, dated 9th May, 2000. The agreement states that Leosoft Consultants will provide the products developed by them to Excel and that Leosoft will give the modification and selling rights for the products available with it to Excel.
  18. The company has entered into an MOU with MATWEB.com, a product of Automation Creations, Inc ( herein after called Matweb) dated 18th August, 2000, the main objective being datalicensing of Matweb's metals and ceramics data to Excel.
  19. The company vide its letter dated 25th October appointed Ms. Archana Johri as a Consultant for Automotive Portal 'Indiaautobiz'. Ms. Johri shall provide expert advice on education technology and application of behavioral/social sciences. She shall also provide the content for the online training courses and expert advice for the HR channel of the Auto portal.
  20. The company has entered into an MOU with OP/PEN Image Labs India Pvt.(OP/PEN) Ltd. dated 20th October,2000. The objective of agreement being, to develop a program with OP/PEN to provide strategic consulting, training and services on Project management solutions to the automotive industry in India through the portal IndiaAutobiz.com

 

FUTURE PROSPECTS.

The Indian Software industry has shown a phenomenal growth in the last decade. Excel Infotech Limited is committed to following a strategy of balance growth through a range of technologies and products which include ISP services, IT education, media, B2B portals and cyber café models. Excel Infotech Limited believes that it will play an integral part in India’s ongoing IT revolution for a better tomorrow.

The company’s mission for the future is described below:

·         To become India's top IT company to deliver world-class solutions for its customers

  • To have approx. 200 city portals in near future and provide regional services in the local languages to be chosen by the subscriber along with value added services like e-mail, web hosting, internet connectivity on corporate LAN's, e-fax, VPN, data storage and internet telephony.
  • To make available comprehensive information and a resource bank through a focussed media house churning out an exhaustive IT related agenda through publications such as m@g.net. This and more magazines into the pipeline would ensure that the target audiences in India will stay abreast with the latest trends and developments in the IT industry.
  • To provide solutions for the automotive industry through a comprehensive auto information portal- INDIA.AUTOBIZ.COM
  • To open up a whole new world of information education and entertainment through a Cyber Café model of over a 250-cyber café's in north India.
  • To expand business horizons for the Indian corporate through a niche B2B Consultancy portal. This would also take the Indian company and product world wide through trade generation via IT park.com (B2B consultancy portal)
  • To impart continuous learning on software and integrated technologies through a network of over 100 e-iit students in the best IT and telecom conglomerates in India and overseas.
  • To provide one point solution to different segment of the industry.
  • To exploit the future technology and provide linkages of up-gradations.
  • To achieve the first mover status in the ASP segment and build ASP services infrastructure to offer hosted application all over India. Our ASP services will be of immense help to SME's in utilising the full potential of IT.
  • To build up an adequate ISP infrastructure with a view to provide e-commerce services, to start with and net telephony services in future.
  • To develop a unique Internet kiosk for individuals unfamiliar with the English language or the use of a computer.

QUALITY:

Company is in the process of obtaining ISO 9001 certification and also targets to achieve SEI-CMM Level 5 in the next two years.

FINANCIAL INFORMATION

The financial information of the Company based on the auditors certificate dated 03.10.2000 are given below :

PROFIT AND LOSS ACCOUNT

(Rs. in lacs.)

Particulars

30.6.00

30.6.99

(15 months)

31.3.98

31.3.97

31.3.96

Income from operations

1690.61

174.09

86.49

70.62

39.80

Other Income

15.24

1.56

----

----

----

Total Income ( A )

1705.85

175.65

86.4

70.62

39.80

Expenses

 

 

 

 

 

Direct Expenses

778.49

116.06

49.43

40.12

24.69

Personnel Expenses

154.95

5.91

7.14

7.43

5.75

Administration Expenses

70.66

15.92

24.91

19.77

9.37

Depreciation

34.76

3.12

3.02

1.40

1.02

Total Expenses

1038.86

141.01

84.50

68.72

40.83

Profit before Tax

666.99

34.64

1.99

1.90

(1.03)

Tax

45.00

----

----

0.13

----

Profit after tax

621.99

34.64

1.99

1.77

(1.03)

Dividend

----

----

----

----

----

Dividend Tax

----

----

----

----

----

Transfer to/(from) Reserves

500.00

----

----

----

----

 

ASSETS AND LIABILITIES.

Rs. in Lacs

Particulars

30.06.00

30.6.99

(15 months)

31.3.98

31.3.97

31.3.96

Fixed Assets

 

 

 

 

 

Gross Block

404.89

161.02

22.55

14.08

10.45

Less : Depreciation

34.76

4.45

5.68

3.78

2.60

Net Block

370.13

156.57

16.87

10.30

7.85

 

 

 

 

 

 

Capital work in progress

381.71

----

----

----

----

Sub total

751.84

156.57

16.87

10.30

7.85

Investments

----

4.25

1.00

1.00

-------

Current Assets, Loans & Advances

 

 

 

 

 

Inventories

6.79

-------

--------

-----

0.65

Sundry Debtors

363.05

10.75

16.30

17.09

4.79

Cash and Bank Balances

701.20

1.84

4.41

1.44

0.44

Loans and Advances

208.82

7.83

6.55

8.06

1.97

Other Current Assets

----

----

0.31

0.35

0.22

Misc Expenditure

8.99

0.07

0.09

0.11

0.13

Sub total

1288.85

20.49

27.66

27.05

8.20

 

 

 

 

 

 

Liabilities & Provisions

 

 

 

 

 

Secured Loans

----

----

----

----

----

Unsecured Loans

7.93

12.48

12.27

7.70

2.78

Current Liabilities

255.67

122.89

22.55

21.80

6.00

Provisions

45.00

----

----

----

----

Net worth

1732.09

45.94

10.71

8.72

7.27

Represented by :

 

 

 

 

 

Share Capital

421.30

8.82

8.82

8.82

8.82

Share Application Money

----

0.60

-------

-----

0.33

Reserves

1310.79

36.52

1.89

(0.10)

(1.88)

Net worth

1732.09

45.94

10.71

8.72

7.27

EPS (Rs.)*

7.38

19.63

1.13

1.00

----

Return on Net Worth ( % )

35.91

75.40

18.58

20.30

----

Net Asset Value ( Rs.)*

20.45

26.00

6.02

4.88

8.09

* Par Value Rs. 5/- per share.

SIGNIFICANT ACCOU NTING POLICIES

i) Accounting Convention

The Financial Statements are prepared under the historical cost convention in accordance with applicable accounting standards and relevant presentational requirements of the Companies Act, 1956.

ii) Fixed Assets

Fixed Assets are accounted for at cost, inclusive of expenses relating to acquisition thereof.

iii) Depreciation

Depreciation of fixed assets is provided on a pro- rata basis at SLM rates prescribed in Schedule XIV to the Companies Act, 1956.

iv) Inventories

Stock of courseware is valued at cost not being a trading item. It will be consumed in due course of business.

v) Retirement Benefits.

Since there is no employee who has put in five years of service in the company, the provisions for gratuity has not been made in the accounts.

 

vi) Provision for Income Tax.

Provision for Income Tax has been made on the basis of estimated calculation made by the management on Taxable income for the assessment year relating to Financial year ending 31st March, 2000.

 

NOTES TO THE ACCOUNTS

Year ended Period ended

June 30, 2000 June 30, 1999

1. Contingent Liabilities 2,00,00,000 NIL

2. Directors Remuneration, Salaries & Benefits NIL 2,09,350

3. Auditors Remuneration- Audit Fees 30,000 10,500

1.      Capital work in progress of Rs. 3,81,70,741 (Previous year- NIL) pertaining to development expenditure on various projects. This will be capitalised on completion of these projects.

  1. Sundry debtors includes an amount of Rs. 1.23 crores due from companies in which one or more directors of the company are director. Maximum amount outstanding during the year is Rs. 1.23 Crores.
  2. The company has done business exceeding Rs. 50,000/- from companies in which one or more of the directors of the company are interested. The price paid for such products/services are reasonable as compared to such products/services supplied by other parties.
  3. Sundry Creditors includes creditors for capital goods and loans & advances includes advances given for capital goods.
  4. "Sundry Debtors/creditors" are subject to Confirmation .
  5. Loans and Advances have been stated at values as realisable in the ordinary course of business.

Current year Previous year

  1. A Information Pursuant to the provisions

of paragraph 4C of part II of Schedule VI

to The Companies Act, 1956 NIL NIL

B. CIF Value of Imports of Raw Material

Component spare parts capital goods NIL NIL

C. Expenditure in Foreign Currency( Travelling) 442510 NIL

D. Earnings in foreign currency NIL NIL

  1. The current year figures consists of 12 months as compared to previous figures of 15 months. Previous year figures have been regrouped/ rearranged wherever considered necessary.
  2. There is a change in the Management of company during the year.

 

 

CAPITALISATION STATEMENT

(Rs. in lacs)

 

Particulars

As at 30.06.2000

Post-Issue

A.

B.

 

 

 

A

B

Short Term Debts

Long Term Debts

Total Debts

Shareholder’s Funds:

Share Capital

Reserve & Surplus

( Incl. Share Premium)

Total Shareholders Funds

Long Term Debts/Equity

8

Nil

8

 

421

1311

1732

7

950

957

 

1150

7868

9018

0.11

 

 

TAXATION STATEMENT

Rs in Lacs

Particulars

March'97

March'98

March'99

March'00

Tax at notional rates

0.82

0.70

0.04

99.48

Adjustments

 

 

 

 

Difference between tax depreciation

& Book depreciation.

0.56

0.44

(0.16)

141.53

Other Adjustments

1.34

0.92

(0.04)

----

Net Adjustments.

1.90

1.36

(0.20)

141.53

Tax Savings thereon

0.82

0.48

(0.07)

54.50

Total Taxation

0.13*

0.22

0.11

45.00

Taxation on extra ordinary items

Nil

Nil

Nil

Nil

Tax on profits before Extra Ordinary items

0.13

0.22

0.11

45.00

* As per Minimum Alternate Tax Under Section 115 JA of the Income Tax Act, 1961

DEBTORS AGE-WISE ANALYSIS AS 30.06.2000

Particulars

Amount ( Rs. In Lacs)

More than 6 months

----

Less than 6 months

363.05

 

 

STOCK MARKET DATA.

As the share of the company are yet to be listed on any Stock Exchanges, no quotation for the market price of its shares is available.

MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF THE OPERATIONS AS REFLECTECD IN THE FINANCIAL STATEMENTS.

Comparative study of the significant items of Income & Expenditure for the last two years are as under :

Rs in Lacs

As on As on

30.6.2000 30.6.1999

Total Income 1705.85 175.65

Expenditure 1004.09 137.65

PBDIT 701.75 37.76

Depreciation 34.76 3.12

Provisions for taxation 45.00 ----

Profit after tax. 621.99 34.64

The Company has achieved significant growth in turnover and profits. Total income has increased from Rs. 175.65 lacs in 1998-99 to Rs. 1705.85 lacs in 1999-2000 - a growth of 871%. Profit after tax rose by 1696% to Rs. 621.99 lacs in 1999-2000 from Rs. 34.64 lacs in 1998-99.

Unusual or infrequent events /transactions

During the financial year ended 30th June, 2000 the management of the company was taken over by Mrs Anita Dham and associates. As a consequence thereof there has been a realignment of company’s business strategies.

Significant economic changes that materially affected or are likely to affect income from continuing operations.

Software industry has been identified by the Government of India as a thrust area and incentives are being provided to encourage the industry. Hence, the company does not foresee any adverse policy changes that could be detrimental to the growth of this industry.

 

Known trends or uncertainties that have had or expected to have a material adverse impact on sales, revenue or income from continuing operation.

The software industry is prone to high level technological obsolescence and rapid technological changes. Excel has acquired the required technical skills to keep pace with these changes to be on par with latest technology and has/proposes to introduce products/lines of business to cater to changing technological requirements and market segments.

Future changes in relationship between costs and revenues in case events such as labour or material cots or prices that will cause a material changes are known

Software contracts are evaluated on the basis of estimated man hour requirement as also the complexity of the job. Any variation in the principle head of cost, manpower, is factored in while evaluating the price.

Total turnover of each major industry segment in which the company operates.

The company operates in the software industry which has a compounded annual growth rate of 54%. NASSCOM estimates that the revenues for software industry for the fiscal year 2000 would be 27,500 crores. The growth rates are expected to be sustained in fiscal year 2001 with total revenue estimated at Rs. 40000 crores.

Status of any publicly announced new products or business segment.

The company has enlarged its product range to include portal development, providing of internet service and acting as Application Service Providers, entering the media sector and IT enabled services. The company’s first portal India.AutoBiz.com is expected to be launched shortly while its first foray into the media sector has been initiated with the launch of its internet magazine, M@gnet .The company has also entered into an agreement with Department of Telecommunication for acting as Category A ,ISP.

The extent to which the business is seasonal

Software industry is non-seasonal in nature and business volumes are only dependent on marketing efforts of the company.

Any significant dependence on a single or few suppliers or customers.

The company proposes to establish exclusive projects marketing division consisting of professionals with proven track record in software project marketing. The company also proposes to set up offices in USA, UK, Germany and Bahrain to promote itself on global basis. Thus, the company is not dependent on a single or few customers.

 

Competitive conditions.

Company's competitors include local software companies and international software companies in the related market segment. Excel plans to face competition by providing cost effective and timely solutions, meeting customer expectations by maintaining high quality standards and continuous process of improvement, constantly upgrading technological skills and infrastructure.

 

DETAILS OF ADVERSE EVENTS AFFECTING THE OPERATIONS OF THE COMPANY, OCCURRING WITHIN THE NEXT ONE YEAR

There has not arisen since the date of the last financial statement, as stated elsewhere in the prospectus, any circumstances that materially and adversely affects or is likely to affect the trading or profitability of the Company.

 

BASIS FOR ISSUE PRICE.

Qualitative Factors.

·         Existing profit making company .managed by Mr.Arvind Dham and Mrs Anita Dham who have a successful track record.

  • Excel has an Integrated Business model which comprises ISP & ASP, E-Commerce and Net Telephony, Portal development Media Software Solutions, IT Education and training Back Office operations .
  • Company’s proposed expansion scheme appraised and finally assisted by Industrial Development Bank of India
  • Excel has strong fundamentals indicated by Net Asset Value of Rs. 20.45, EPS of Rs. 7.38 with profitable operation (PAT 6.2 Crores for 1999-2000)

Quantitative Factors.

  1. Adjusted Earning Per Share ( EPS)

Year *EPS (Rs.) Weights used

  1. 1997-98 Rs. 1.13 1
  2. 1998-99 : Rs. 19.63 2
  3. 1999- 00 : Rs. 7.38 3
  4. Weighted Average for Rs. 10.42

the last 3 years

* Par value Rs. 5/- per share.

2. Price/ Earning Ratio ( P/ E ) in relation to Issue Price.

  1. Price Earning Ratio in relation to Issue Price of Rs. [--]

Based on 99/00 EPS [--]

  1. Industry P/E :*
  1. Highest 70.00
  2. Lowest 4.40
  3. Composite Average 31.90

* Source; Capital Market issued dated 29th October,2000 for computer softwares- medium/small companies

3. Return on Net Worth

Year Weights used

a. 1997-98 : 18.58 1

b. 1998-99 : 75.40 2

c. 1999-00 : 35.91 3

Weighted Average for

last 3 years 46.18

4.Minimum Return on Total Net Worth after Issue

Needed to maintain EPS at Rs. -----------

5. Net Asset Value ( NAV )

  1. As on 30.6.2000. Rs. 20.45
  2. After issue. Rs. [--]
  3. Issue price. Rs. [--]

 

VII. OUTSTANDING LITIGATIONS OR DEFAULTS.

Against Company: There are no pending litigation, disputes defaults, non payment of statutory dues/institutional dues, proceedings initiated for economic offences/civil offences including criminal offences under enactments specified in Paragraph I of Part I of Schedule XIII of the Companies Act, 1956 against the company.

Against the Board of Directors/promoters : There are no pending litigation, towards tax liabilities or any criminal/civil prosecution or violation of statutory regulations or economic offences against promoters/ directors.

Against other ventures of the Promoters: There are no overdues defaults with financial institutions/banks, reschedulement of loans to banks/FIs by the companies promoted by the promoters of EIL.

There has been no prosecutions, criminal or civil & no outstanding litigation including disputed tax liabilities lodged against the other ventures of the promoters except as outlined below:

AGAINST M/S AMTEK INDIA LIMITED

a.       One Mr. Sanjay Pandey, Director of the M/s San Financial Pvt. Ltd., M/s San Management and Financial Consultants Pvt. Ltd. and M/s San Share Shoppe Pvt. Ltd. has filed a case at Civil Judge, Tis Hazari, Delhi, against M/s Amtek India Ltd. for shares which were alleged to be misplaced by the said respondent.

The company has transferred the shares upon the receipt of share transfer deeds duly

executed and complete in all respects alongwith Share Certificates and the transfer of

shares was perfectly in conformity with the provisions of Section 108 of the Companies

Act, 1956.

DISPUTED TAX LIABILITY.

·         The Collector of Central Excise, Gurgoan has passed an order against Amtek India Ltd. on 26.09.1999 and an total demand for Rs.18,14,000/- has been raised against which appeal is pending before Commissioner (Appeal)

  • The Collector of Central Excise, Delhi has passed an order against Amtek India Ltd. on 28.02.2000 and an total demand for Rs.6,00,000/- has been raised against which appeal is pending before Commissioner (Appeal)

AGAINST M/S AMTEK AUTO LIMITED

a. A case has been filed by Oriental Bank of commerce against M/s Sagar Suri Estate & Finance Ltd. and in which Amtek Auto Ltd. has been made a party to it. The said M/s Sagar Suri Estate & Finance Ltd. has entered an agreement with M/s Amtek Auto Ltd. for lease of machinery. The amount due to be payable by M/s Amtek Auto Ltd. has already been paid by the company through instalments as provided under the Agreement and the balance has been adjusted against FDR made by M/s Amtek Auto Ltd. with M/s Sagar Suri Estate & Finance Ltd.

The case is now pending before the Debt Recovery Tribunal of Delhi, New Delhi.

DISPUTED TAX LIABILITY.

·         The Collector of Central Excise, Gurgaon has passed an order against Amtek Auto Ltd. on 25.08.99 and an total demand for Rs. 50,000/- has been raised against which appeal is pending before Commissioner (Appeal)

  • The Collector of Central Excise, Gurgaon has passed an order against Amtek Auto Ltd. on 13.11.98 and an total demand for Rs.2,10,000/- has been raised against which appeal is pending before Commissioner (Appeal)
  • The Collector of Central Excise, Gurgaon has passed an order against Amtek Auto Ltd. on 31.12.99 and an total demand for Rs.1,24,000/- has been raised against which appeal is pending before Commissioner (Appeal)
  • The Collector of Central Excise, Gurgaon has passed an order against Amtek Auto Ltd. on 27.06.2000 and an total demand for Rs.1,38,000/- has been raised against which appeal is pending before Commissioner (Appeal)
  • The Collector of Central Excise, Delhi has passed an order against Amtek Auto Ltd. on 28.02.2000 and an total demand for Rs.29,08,664/- has been raised against which appeal is pending before CEGATE
  • The Collector of Central Excise, Gurgaon has passed an order against Amtek Auto Ltd. on 28.02.2000 and an total demand for Rs.9,72,604/- has been raised against which appeal is pending before Commissioner (Appeal)
  • The Joint commissioner of Income Tax, special range Faridabad has passed an order against Amtek Auto Ltd. on 23.03.2000 raised a demand for Rs. 58,96,000/- appeal is filed before commissioner (Appeal)

AGAINST BENDA AMTEK LIMITED

DISPUTED TAX LIABILITY.

·         The Collector of Central Excise, Gurgoan has passed an order against Benda Amtek Ltd. on 21.12.99 and an total demand for Rs.46,000/- has been raised against which appeal is pending before Commissioner (Appeal)

  • The Collector of Central Excise, Delhi has passed an order against Benda Amtek Ltd. on 28.02.99 and an total demand for Rs.5,82,000/- has been raised against which appeal is pending before Commissioner (Appeal)
  • The Collector of Central Excise, Delhi has passed an order against Benda Amtek India Ltd. on 13.07.2000 and an total demand for Rs.39,000/- has been raised against which appeal is pending before Commissioner (Appeal)

 

INVESTOR GRIEVANCES AND REDRESSAL SYSTEM.

The Registrar to the issue will handle investor grievances pertaining to this issue namely M/s Karvy Consultants Ltd. A fortnightly status report of the complaints received and redressed by them would be forwarded to the company. The Company would also be coordinating with the Registrars to the issue in attending to the grievances of the investors.

The Company has appointed a Compliance Officer who would directly deal with SEBI

Officer with respect to implementation of various laws, rules, regulations and other directives issued by SEBI and matters related to investor complaints. The investors may contact the compliance officer in case of any pre issue / post issue related problems. The compliance officer is available at the registered office of the company

Internal to the Company

1.      RISKS: Promoters do not have adequate experience in Information Technology .

Management perception: Mr. Arvind Dham the core promoter is a qualified Architect and has a successful track record of project implementation. The company has a strong management team, qualified and highly experienced in the information technology industry who are competent to implement the project and manage its operation.

2. RISKS: There are outstanding litigation and disputed tax liabilities against the group companies as indicated elsewhere in the prospectus.

Management perception: As the claims are not against the issuer company, the outcome of the cases will in no way affect the operations and finances of the company.

3. RISKS: The registered office of the company is not in the company's name and the same is on leave and license for a period of three years.

Management perception: The present lease is for a period of three years. The company proposes to purchase the premises for its registered office and is already in the process of identifying some suitable location.

4 RISKS: The company faces the risk of relying heavily on the services of key management personnel. The company's continued growth and success will depend on expanding its core management team.

Management perception: The company has broad based its own management team which minimises reliance on any particular personnel and inherent risk.

5. RISK: Selection, Recruitment and retention of skilled, good quality manpower are

crucial factor for the success of a software company.

Management Perception: The HR Department of the company has well defined policies and procedures for selection and recruitment of manpower. As regards retention, the company believes in rewarding performance through periodical appraisal system and its participatory management style. The company is in the process of formalising a suitable Employee Stock Option Plan ( ESOPs) for its employees to enable them to share the growth of the company.

External to the Company

1.      RISK: Changes  in Government Policies, RBI Directives/Guidelines  could  adversely affect company's fortunes.

Management Perception: The software industry has been identified as a major thrust area by the Government of India and incentives are being provided to encourage this industry. It is therefore very unlikely that the government will initiate policies which will be detrimental to this industry.

  1. RISK: Competition from the existing established Company and future entrants in the Industry

. Management Perception: The company believes that with well defined marketing strategy and inherent strength of its revenue models supported by various marketing and technical tie ups it will be in a position to compete in the global market.

  1. RISK: The IT industry is fast changing and is prone to quick obsolescence in technology as well as in hardware.

Management Perception: The company is continuously upgrading the skills of its employees through regular training programmes, R&D efforts and to upgrade its infrastructure facilities to meet the technological requirement.

 

 

 

 

 

 

 

PART II

1.      GENERAL INFORMATION

CONSENTS

Consents in writing of the Directors, the Company Secretary, Auditors, Book Running Lead Manager, Lead Managers to the Issues, Co- Lead Managers, Co- Managers, Syndicate Members, Legal Advisors to the Company, Registrars, Syndicate members, Compliance Officer, Escrow Bankers, Bankers to the Offer, Bankers to the Company to act in their respective capacities, have been obtained and filed with the Registrar of Companies, alongwith a copy of this Offer Document as required under Section 60 of the Act and none of them have withdrawn their consents upto the time of delivery of a copy of this Offer Document for registration and none of them have withdrawn their consents up to the time of delivery of a copy of this Preliminary Prospectus for registration.

M/s Rakesh Raj & Associates, Chartered Accountant, Delhi, the Statutory Auditors of Excel Infotech Limited have also given their written consent to their report being included in the form and content in which it appears in this Preliminary Prospectus and also tax benefits accruing to the Company and its members and such consent has not been withdrawn upto the time of delivery of this Draft offer Document to Registrar Of Companies.

EXPERT OPINION

Save as stated else where in the Offer Document, the Company has not obtained any other expert opinion.

CHANGES IN DIRECTORS

The changes that have taken place in the Board of Directors in the last three years are as follows:

Name

Date of

Appointment

Date of

Resignation

Reason

Mr. Arvind Dham

14.01.2000

---------

Additional Director

Mrs. Anita Dham

14.01.2000

----------

Additional Director

Mrs. Geeta Batra

----------

17.01.2000

Resigned as per terms of MOU dtd 14.07.1999.

Mr. Yogesh Batra

------------

17.01.2000

Resigned as per terms of MOU dtd 14.07.1999.

Mr Rajesh Tiwari

28.01.2000

17.04.2000

Resigned due to pre-occupation.

Mr. Ajay Batra

----------

03.03.2000

Resigned as per terms of MOU dtd 14.07.1999.

Mr. B.Lugani

10.03.2000

--------

Additional Director

Mr. D.S. Malik

05.06.2000

--------

Additional Director

Mrs Aarti Jain

05.06.2000

----------

Additional Director

Mr. G.S. Maheshwari

28.08.2000

---------

Additional Director

CHANGES IN AUDITORS OF EXCEL INFOTECH LIMITED DURING THE LAST THREE YEARS

There has been no change in the Auditors of the Company during the last three years.

AUTHORITY FOR THE PRESENT ISSUE

The Shareholders of the Company have authorised the Public Issue of equity shares by passing a special resolution under Section 81 (1A) of the Act at their Extra Ordinary General Meeting held on June 19,2000.

PROCEDURE AND TIME SCHEDULE FOR ALLOTMENT/ ALLOCATION AND ISSUE OF SHARE ELECTRONIC SHARES.

EIL, subject to SEBI guidelines/ Stock Exchange norms reserves the right to accept or reject any Bid/application in whole or in part at its sole, absolute and uncontrolled discretion. In case any Bid/application is rejected in full, the whole of the money received with the Bid form or application money, will be refunded to the bidder/applicant within 10 weeks of the closing of the subscription list provided that EIL will allot and /or transfer the equity shares within 15 days from the Bid and Offer Closing Date for Book Built Portion and Fixed Price Portion and shall pay interest @ 15% p.a. for the delayed period if the allotment is not made and/or the refund orders are not dispatched within 15 days from the aforesaid date.

DISPOSAL OF APPLICATIONS AND APPLICATION MONEY

The Company shall despatch refund orders, if any of value up to Rs. 1,500 under Certificate of Posting and shall despatch refund orders above Rs.1,500, if any as well as all Allotment Letters/ Share Certificates, by registered post within ten weeks from the date of closure of the Issue. In accordance with the Act, Stock Exchange requirement and SEBI Guidelines the Company undertakes that:

a) allotment of securities relating to the Fixed Price Portion offered to the public shall be made within 15 days of the Offer Closing Date for the Fixed Price Portion;

b.      Allotment and transfer of securities relating to the Book Built portion shall be made within 15 days of the Offer Closing Date for the Book Built Portion and refunds for the Book Built Portion shall be made within 15 days of the Bid Closing Date.

  1. It shall pay interest at 15% per annum (for any delay beyond 15 days except to the applicants applying through stockinvest) if allotment has not been made and refund orders have not been despatched to investors within 15 days from the aforesaid dates.

The Company would make available adequate funds to the Registrars to the Offer for this purpose.

Refunds will be made by cheques/drafts/pay orders or Demand Drafts drawn on, a bank appointed by the Company as a refund banker and bank charges, if any, for encashing such cheques or pay orders at other centres will be payable by the applicants. Such cheque or Pay Order or Demand Draft will however be payable at par at places where the applications are received.

No separate receipt will be issued for application money. However, the Bankers to the Issue receiving the applications and Syndicate Members/Brokers to the Issue receiving the Bid Forms will acknowledge receipt by stamping and returning the detachable acknowledgement slip given at the bottom of each Application Form.

DISPOSAL OF APPLICATIONS MADE BY STOCKINVEST

The procedure for disposal of applications made by cash/cheques/ Bank drafts will apply, mutatis mutandis, to applications accompanied by Stockinvest except the following-.

1. In case of non allotment, the Registrars to the Offer shall return the Stockinvest directly to the applicant with the stamp 'CANCELLED' and/or "NOT ALLOCATED'’across the face of the instrument within 70 days from the Bid Closing Date for the Book Built Portion or Offer Closing Date for the Fixed Price Portion as applicable.

1.      On allotment /partial allotment/allocation, Registrars to the Offer shall fill in amount (which would be less than or equal to the amount filled in by the investor) before presenting the Stockinvest to the respective issuing banker for payment to the extent of allotment/allocation. The Bank will lift the lien on the balance amount, if any, of the deposit.

  1. The Registrars to the offer ,pursuant to a resolution of the Board of Directors of the Company, dated the_____ 2000 have been authorised to sign on behalf of the Company for realising the proceeds of Stockinvest of the allottees from the issuing Bank or to cancel the Stockinvests of the non/partial allottees. The Registrars shall return the cancelled instruments with non-allotment advice to the investors directly by registered post within 10 weeks of the date of closing of the subscription lists.
  2. Multiple applications received with a single stockinvest are liable to be rejected.

 

PROCEDURE AND TIME SCHEDULE FOR ALLOTMENT AND ISSUE OF SHARE CERTIFICATES/ELECTRONIC SHARES.

The company reserves at its sole, absolute and uncontrolled discretion and without assigning any reason thereof, the right to accept or reject any bid/application in whole or part. In case a bid/application is rejected in full, the whole of the application money, will be refunded to the bidder/applicant. In case bid/application is rejected in part, the excess application money will be refunded to the bidder/applicant within 15 days of the closing of the subscription list for the Fixed Price Portion or within 15 days of Bid Closure date in case of the Book Built Portion . The company will allot the equity shares for the book Built and the Fixed Price Portion within 15 days from the offer closing date for the Book Built and Fixed Price Portion respectively and shall pay interest @ 15% p.a. for the delayed period if allotment is not made and/or the refund orders are not despatched within 15 days from the said dates.

Distribution of Allocation for the Book Built portion

Institutional Bidder

The allocation in the institutional category will be discretionary and would be decided based on the quality of the bid determined broadly by the size, price and date of bid.

Non Institutional Bidder

Bids received from non-institutional category at or above the Offer Price shall be grouped together to determine the total demand under this category

The allocation to all successful Non Institutional Bidders will be made at Offer Price.

If the aggregate demand in this category is less than or equal to 15%, of the Offer, full allocation shall be made to the Non-institutional bidders to the extent of their demand.

The company shall have the option to allocate Bids in excess of 15% of the Offer to the Non-institutional Bidders subject to valid bids being received at or above the Offer Price

In case the aggregate demand in this category is greater than 15%, allocation shall be made on proportionate basis upto a minimum of 15% of the Offer and a public representative from the governing Board of the Regional Stock Exchange or any such person authorised by SEBI/Stock Exchange shall be associated in the process of finalisation of basis of allocation on over subscription.

Retail Bidders

Bids received from retail category at or above the Offer price shall be grouped together to determine the total demand under this category.

The allocation to all successful Retail bidders will be made at Offer Price.

If the aggregate demand in this category is less than or equal to 15% of the Offer, full allocation shall be made to the Retail bidders to the extent of their demand.

The company shall have the option to allocate Bids in excess of 15% of the Offer to the Retail bidders, subject to valid bids being received at or above the Offer Price.

In case the aggregate demand in this category is greater than 15%, allocation shall be made on proportionate basis upto a minimum of 15% of the Offer and a public representative from the governing Board of the Regional Stock Exchange or any such person authorised by SEBI/Stock Exchange shall be associated in the process of finalisation of basis of allocation on oversubscription.

Inter-se Spill Over option

In case of under subscription in a category or inadequate demand at Offer Price in a category, excess subscription or demand will be spilled inter-se categories.

Fixed Price Portion.

Non-Institutional Category/Retail Portion/Fixed Price Portion.

In the event of this portion being oversubscribed, the basis of allotment will be finalised in consultation with the Stock Exchange, New Delhi. Investors may note that in case of over-subscription, allotment will be on proportionate basis and a public representative from the governing Board of the Regional Stock Exchange or any such person authorised by SEBI/Stock Exchange shall be associated in the process of finalisation of basis of allocation on over-subscription.

The allotment of equity shares, in case of over-subscription will be on proportionate basis.

The allotment will be in marketable lots on a proportionate basis as explained below:

a.       Applicants will be categorised according to the number of equity shares applied for

  1. The total number of equity shares to be allotted to each category as a whole shall be arrived at on a proportionate basis i.e. the total number of equity shares applied for in that category (number of applicants in the category x number of equity shares applied for ) multiplied by the inverse of the over-subscription ratio.
  2. Number of equity shares to be allotted to successful applicants will be arrived at on a proportionate basis, i.e. total number of equity shares applied for by each applicant in that category multiplied by the inverse of the over-subscription ratio.
  3. In all the applications where the proportionate allotment works out to less than 100 shares per applicant, the allotment shall be made as follows:

·         Each successful applicant shall be allotted a minimum of 100 shares and

  • The successful applicants out of the total applicants for that category shall be determined by draw of lots in such a manner that the total number of equity shares allotted in that category is equal to the number of equity shares worked out as per (b) above.

a.       If the proportionate allotment to an applicant works out to a number that is more than 100 but is not a multiple of 100 ( which is the marketable lot), the number in excess of the multiple of 100 would be rounded off to the higher multiple of 100 if that number is 50 or higher. If that number is lower than 50, it would be rounded off to the lower multiple of 100. All applicants in such categories would be allotted equity shares arrived at after such rounding off.

  1. If the shares allotted on a proportionate basis to any category is more than the shares allotted to the applicants in that category, the balance available shares for allotment shall be first adjusted against any other category, where the allotted shares are not sufficient for proportionate allotment to the successful applicants in that category. The balance shares, if any, remaining after such adjustments will be added to the category comprising applicants applying for minimum number of shares.

Company Information

EXCEL INFOTECH LIMITED

Registered Office

D-147,Okhla Industrial Area,

Phase-1 New Delhi 110 020

Book Running Lead Manager to the Issue

UTI Bank Limited

SEBI Regn. INM000006104

13th Floor, Maker Tower ‘F’

Cuffe Parade,

Colaba, Mumbai: 400 005

Tel: (022) 218 9106/7/8/9, Fax: (022) 2181429

Email : tejal.mamtora@utibank.co.in

Co-Book Running Lead Manager to the Issue

 

Co-Manager to the Issue

Syndicate members

Registrars to the Issue

Karvy Consultants Limited

SEBI Regn: INM 000008365

"Karvy House" 46, Avenue ,4

Street No. 1, Banjara Hills

Hyderabad : 500 034

Tel : (040) 3312454/3320751/3320251

Fax : (040) 3311968

Email : karvyhyd@karvy,com

Auditors to the Company

Rakesh Raj & Associates

C-8, East of Kailash

New Delhi 110 065

Legal Advisors to the Company

The Corporate Advisor

171, Chitra Vihar

Delhi 110 092

Escrow Collection Banks & Bankers to the Issue

 

COMPANY SECRETARY & COMPLIANCE OFFICER

Mr. Rakesh Vij

910, Ansal Bhawan,

16, K.G. Marg,

New Delhi - 110 001

 

B. FINANCIAL INFORMATION

AUDITOR’S REPORT

To,

The Board of Directors,

EXCEL INFOTECH LIMITED

New Delhi

Dear Sir,

We have perused the audited accounts of EXCEL INFOTECH LTD., for the previous five financial years, ended on 31.03.96, 31.03.97, 31.03.98, 30.6.99 30.6.2000 alongwith the statement of Profit and Loss Account ( Annexure I) and also statements of Assets and Liabilities ( Annexure II) for the above period complied by the company on the basis of audited accounts.

We state that above financial statements have been drawn by the company in compliance with Clarifications XIII and XIV issued by the Securities and Exchange board of India and is in accordance with the requirements of Part II of Schedule II of the Companies Act,1956.

For Rakesh Raj & Associates

Chartered Accountants

Sd/

Ashwani Taneja

Partner

 

 

Place : New Delhi

Date : 3rd October, 2000

 

 

 

 

 

Annexure I

Statement of Profit and Loss Account

Rs in Lacs

Particulars

30.6.00

30.6.99

(15 months)

31.3.98

31.3.97

31.3.96

Income from operations

1690.61

174.09

86.49

70.62

39.80

Other Income

15.24

1.56

----

----

----

Total Income ( A )

1705.85

175.65

86.4

70.62

39.80

Expenses

 

 

 

 

 

Direct Expenses

778.49

116.06

49.43

40.12

24.69

Personnel Expenses

154.95

5.91

7.14

7.43

5.75

Administration Expenses

70.66

15.92

24.91

19.77

9.37

Depreciation

34.76

3.12

3.02

1.40

1.02

Total Expenses

1038.86

141.01

84.50

68.72

40.83

Profit before Tax

666.99

34.64

1.99

1.90

(1.03)

Tax

45.00

----

----

0.13

----

Profit after tax

621.99

34.64

1.99

1.77

(1.03)

Dividend

----

----

----

----

----

Dividend Tax

----

----

----

----

----

Transfer to/(from) Reserves

500.00

----

----

----

----

 

ASSETS AND LIABILITIES.

Rs in Lacs

Particulars

30.06.00

30.6.99

(15 months)

31.3.98

31.3.97

31.3.96

Fixed Assets

 

 

 

 

 

Gross Block

404.89

161.02

22.55

14.08

10.45

Less : Depreciation

34.76

4.45

5.68

3.78

2.60

Net Block

370.13

156.57

16.87

10.30

7.85

 

 

 

 

 

 

Capital work in progress

381.71

----

----

----

----

Sub total

751.84

156.57

16.87

10.30

7.85

Investments

----

4.25

1.00

1.00

-------

Current Assets, Loans & Advances

 

 

 

 

 

Inventories

6.79

-------

--------

-----

0.65

Sundry Debtors

363.05

10.75

16.30

17.09

4.79

Cash and Bank Balances

701.20

1.84

4.41

1.44

0.44

Loans and Advances

208.82

7.83

6.55

8.06

1.97

Other Current Assets

----

----

0.31

0.35

0.22

Misc Expenditure

8.99

0.07

0.09

0.11

0.13

Sub total

1288.85

20.49

27.66

27.05

8.20

 

 

 

 

 

 

 

Liabilities & Provisions

 

 

 

 

 

Secured Loans

----

----

----

----

----

Unsecured Loans

7.93

12.48

12.27

7.70

2.78

Current Liabilities

255.67

122.89

22.55

21.80

6.00

Provisions

45.00

----

----

----

----

Net worth

1732.09

45.94

10.71

8.72

7.27

Represented by :

 

 

 

 

 

Share Capital

421.30

8.82

8.82

8.82

8.82

Share Application Money

----

0.60

-------

-----

0.33

Reserves

1310.79

36.52

1.89

(0.10)

(1.88)

Net worth

1732.09

45.94

10.71

8.72

7.27

EPS (Rs.)*

7.38

19.63

1.13

1.00

----

Return on Net Worth ( % )

35.91

75.40

18.58

20.30

----

Net Asset Value ( Rs.)*

20.45

26.00

6.02

4.88

8.09

* Par Value Rs. 5/- per share.

SIGNIFICANT ACCOU NTING POLICIES

i) Accounting Convention

The Financial Statements are prepared under the historical cost convention in accordance with applicable accounting standards and relevant presentational requirements of the Companies Act, 1956.

ii) Fixed Assets

Fixed Assets are accounted for at cost, inclusive of expenses relating to acquisition thereof.

iii) Depreciation

Depreciation of fixed assets is provided on a pro- rata basis at SLM rates prescribed in Schedule XIV to the Companies Act, 1956.

iv) Inventories

Stock of courseware is valued at cost not being a trading item. It will be consumed in due course of business.

v) Retirement Benefits.

Since there is no employee who has put in five years of service in the company, the provisions for gratuity has not been made in the accounts.

vi) Provision for Income Tax.

Provision for Income Tax has been made on the basis of estimated calculation made by the management on Taxable income for the assessment year relating to Financial year ending 31st March, 2000.

 

NOTES TO THE ACCOUNTS

Year ended Period ended

June 30, 2000 June 30, 1999

1. Contingent Liabilities 2,00,00,000 NIL

2. Directors Remuneration, Salaries & Benefits NIL 2,09,350

3. Auditors Remuneration- Audit Fees 30,000 10,500

1.      Capital work in progress of Rs. 3,81,70,741 (Previous year- NIL) pertaining to development expenditure on various projects. This will be capitalised on completion of these projects.

  1. Sundry debtors includes an amount of Rs. 1.23 crores due from companies in which one or more directors of the company are director. Maximum amount outstanding during the year is Rs. 1.23 Crores.
  2. The company has done business exceeding Rs. 50,000/- from companies in which one or more of the directors of the company are interested. The price paid for such products/services are reasonable as compared to such products/services supplied by other parties.
  3. Sundry Creditors includes creditors for capital goods and loans & advances includes advances given for capital goods.
  4. "Sundry Debtors/creditors" are subject to Confirmation .
  5. Loans and Advances have been stated at values as realisable in the ordinary course of business.

Current year Previous year

  1. A Information Pursuant to the provisions

of paragraph 4C of part II of Schedule VI

to The Companies Act, 1956 NIL NIL

B. CIF Value of Imports of Raw Material

Component spare parts capital goods NIL NIL

C. Expenditure in Foreign Currency( Travelling) 442510 NIL

D. Earnings in foreign currency NIL NIL

  1. The current year figures consists of 12 months as compared to previous figures of 15 months. Previous year figures have been regrouped/ rearranged wherever considered necessary.
  2. There is a change in the Management of company during the year.

 

 

C. STATUTORY AND OTHER INFORMATION

MINIMUM SUBSCRIPTION

Minimum Subscription

The minimum subscription to be raised under the present issue is 90% of the issue amount. The minimum subscription will be exclusive of cheques returned unpaid or application withdrawn. The Board of Directors shall proceed to make allotment on receipt of application money thereon in terms of this Draft Offer Document.

If the Company does not receive the minimum subscription of 90% of the Issue amount including devolvement of underwriters, if any, or if the amount falls below 90% in view of cheques returns or withdrawal of applications, within 60 days from the Issue closing date for the Fixed Price Portion, the company shall forthwith refund the entire subscription amount received. For delay beyond 78 days, if any, in refund of such subscription, the company shall pay interest as per Section 73 of the Act. If, however, an appeal against the decision of any recognised Stock Exchange refusing permission for the shares to be dealt in on that Stock Exchange has been preferred under Section 22 of the Securities Contract Regulation Act, 1956, any allotment made under this Draft Offer Document shall not be void until the appeal is dismissed.

EXPENSES OF THE ISSUE

The expenses of the present Public Issue, including brokerage, fees payable to the BRLM/ CBRLM to the Issue , Registrars to the Issue, Underwriters fees, Legal charges, stamp duty, printing, publication, advertising and distribution expenses, registration fees , bank charges, auditors fees, listing fees and other miscellaneous expenses are estimated at Rs.420.00 lacs and are payable by the Company.

FEES PAYABLE TO THE BOOK RUNNING LEAD MANAGERS

The total fee payable to the BRLM to the Issue will be as per the Memorandum of Understanding signed with the respective BRLMs, copies of which are available for inspection at the Registered Office of the Company.

In addition to the above, the expenses incurred for postage, envelopes, binding charges, binders labour and other incidental expenses are to be reimbursed on an actual basis.

FEES PAYABLE TO THE REGISTRAR TO THE ISSUE

Fees payable to the Registrars to the Issue is set out in their letter of appointment.

 

UNDERWRITING COMMISSION, BROKERAGE AND SELLLING COMMISSION

The Company will pay underwriting fees and selling commission as set out in the letter of agreement dated********* with the BRLM. Brokerage would be paid to the Brokers to the Issue as per Company’s communication to DSE.

 

PREVIOUS PUBLIC OR RIGHTS ISSUE

The Company has not made public issue in the past.

COMMISSION AND BROKERAGE

The Company has not paid any commission and/or brokerage in the past

PREVIOUS ISSUE OF SHARES OTHER THAN FOR CASH

The Company has not issued shares other than for cash.

ISSUE OF SHARES AND DEBENTURES OTHERWISE THAN FOR CASH

The Company has not issued any Equity Shares for consideration otherwise than for cash.

OUTSTANDING DEBENTURE/BOND ISSUES

There are no outstanding Debenture issued by the Excel Infotech Limited.

PREVIOUS ISSUE OF PREFERENCE SHARES

The Company has not issued Preference Shares Cumulative Redeemable Preference Shares.

OPTION TO SUBSCRIBE

Except as otherwise stated in the offer document, the company has not entered into nor does it, propose to enter into any contract or arrangement whereby any option or preferential right of any kind has been or is proposed to be given to any person to subscribe for any equity shares in or debentures of the Company.

OPTION TO SUBSCRIBE IN DEMATERIALISED FORM.

The applicant in Fixed Price Portion have an option to subscribe to the equity shares of EIL either in the physical form or in dematerialised form. Separate application for dematerialised/electronic and physical equity shares by the same applicant shall be considered as multiple applications and will be rejected.

Applicants must indicate in the application form the number of shares they wish to receive in the dematerialised/ electronic form and physical form out of the total number of equity shares applied for. In case of partial allotment, shares will be first be allotted in dematerialised/electronic form and the balance equity shares in excess of the applicants request for equity shares in electronic form, will be allotted in physical form.

In case of Book Build Portion, the allotment is compulsorily in demat form. The bidders have the option to have it rematerialised afterwards. Investors in their own interests should verify that correct details of DP and beneficiary account are given. In case the information is incorrect or insufficient, the issuer would not be liable for losses, if any.

Investors must note that trading of equity shares of the company will be in demat form only.

REVALUATION OF ASSETS

The Company has not revalued its assets since inception.

CLASSES OF SHARES

The authorised share capital of the Company consists of 4,00,00,000 equity shares of face value Rs. 5/- each .

CAPITALISATION OF RESERVE OR PROFITS

The Company has not capitalised its General Reserve or profits at any time.

PURCHASE OF PROPERTY

Save as mentioned herein below in this Draft Offer Document, and save in respect of the property purchased or acquired or to be purchased or required or to be purchased or required there is no property which the company has purchased or acquired or proposes to purchase or acquire which has to be paid for wholly or partly out of the proceeds of the present issue or the purchase or acquisition of which has not been completed on the date of issue of this Draft Offer Document other than property

         i.            in the contracts for the purchase or acquisition whereof were entered into in the ordinary course of company’s business, the contracts not being made in contemplation of the issue nor the issue in consequence of the contract or

  1. in respect of which the amount of the purchase money is not material.

1. The company has acquired land at Village Mohammadpur Jharsa, Gurgoan,( Haryana) admeasuring 14 kanals 6 marla from M/s Amtek Auto Limited vide agreement dated 8th day of May, 2000 for a consideration of Rs. 30,58,000/-. The property has been acquired for the purpose of setting up the info-city in Haryana.

2. The company has acquired premises at Saket,New Delhi from Ms. Aanamika Dham vide agreement dated 7th September 2000 for a consideration of Rs. 35,00,000/-. The property has been purchased to set up an education centre.

3. The company has acquired premises at Saket, New Delhi from Mr. Anubhav Dham vide agreement dated 7th September 2000 for a consideration of Rs. 45,00,000/-. The property has been purchased to set up an education centre.

4. The company has acquired premises at Saket, New Delhi from Ms. Aarti Jain vide agreement dated 26th September 2000 for a consideration of Rs.48,00,000/-. The property has been purchased to set up an education centre.

5. The company has acquired premises at Ansal Bhawan, New Delhi from Mrs. Gita Bawa vide agreement dated 27th March 2000 for a consideration of Rs.42, 00,000/-. This property is being utilised as the corporate office of the company.

6. The company has acquired premises at Saket , New Delhi from Smt. Anjali Malhotra vide agreement dated 7th September, 2000 for a consideration of Rs.45,00,000/-.This property is being utilised as the corporate office of the company.

 

 

INTEREST OF DIRECTORS AND PROMOTERS

All the directors of the Excel may be deemed to be interested to the extent of equity shares, if any, already held by them and/or their friends and relatives in Excel, or that may be subscribed for and allotted to them, out of the present offer in terms of this draft offer document and also to the extent of any dividend payable to them and other distributions in respect of the said equity shares . The promoters /directors may also be deemed to be interested to the extent of fees if any, payable to them for attending meetings of the board of Directors and reimbursement of travelling and other incidental expenses. The Directors may also be regarded as interested in the equity shares, if any, held or that may be subscribed by and allotted to the companies, firms and trust in which they are interested as directors, members, partners and/or trustees. The directors may also be deemed to be interested to the extent of salary paid to the managing director vide resolution passed by the Board at its meeting held on 20th August, 2000.

Save as stated above no amount or benefit has been paid to or given to any promoter/director or any firm/companies in which the promoter/directors have any interest except reimbursement of expenses incurred in the normal course of business except as mentioned hereunder:

 

1. The company has acquired premises at Saket, New Delhi from Ms. Aanamika Dham, daughter of Mr.Arvind Dham and Mrs. Anita Dham, both being the directors of the company vide agreement dated 7th September 2000 for a consideration of Rs. 35,00,000/-. The property has been purchased to set up an education centre.

2. The company has acquired premises at Saket,New Delhi from Mr. Anubhav Dham son of Mr.Arvind Dham and Mrs. Anita Dham, both being the directors of the company vide agreement dated 7th September 2000 for a consideration of Rs. 45,00,000/-. The property has been purchased to set up an education centre.

3.The company has acquired premises at Saket New Delhi from Ms. Aarti Jain, director of the company vide agreement dated 26th September 2000 for a consideration of Rs.48,00,000/-. The property has been purchased to set up an education centre.

3. The company has acquired premises Saket at New Delhi from Smt. Anjali Malhotra sister of Mr Arvind Dham being the director of the company vide agreement dated 7th September, 2000 for a consideration of Rs.45,00,000/-.This property is being utilised as the corporate office of the company.

4. The company has acquired land at Village Mohammadpur Jharsa, Gurgoan ( Haryana) admeasuring 14 kanals 6 marla from M/s Amtek Auto Limited , being a company promoted by the promoters of the issuer company, vide agreement dated 8th day of May, 2000 for a consideration of Rs. 30,58,000/-. The property has been acquired for the purpose of setting up the info-city in Haryana.

REMUNERATION OF MANAGING DIRECTOR

The Company at its Extra Ordinary General Meeting held on 25th September, 2000 appointed Mr. G.S.Maheshwari as the Managing Director of the company for a period of five years with effect from 28th August, 2000 on the terms and conditions below :

1.      Salary

Rs. 1,50,000 per month inclusive of D.A. and other allowances.

  1. Perquisites

Perquisites as per Schedule XIII of the Companies Act,1956 shall be allowed in addition to the salary. However it shall be restricted to an amount equal to the annual salary.

  1. Minimum Remuneration:

In the event of loss, absence or inadequacy of profits, the remuneration aforesaid shall be the minimum remuneration

 

MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

The main provisions of the Articles of Association of the Company (hereinafter referred to as " the Articles") inter alia are as under:

 

CAPITAL AND INCREASE AND REDUCTION OF CAPITAL

3.      The Authorised Share Capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty Crore) divided into 4,00,00,000 (Four Crores) Equity Shares of Rs.5/- (Rupees Five) each.

  1. The Company in General meeting may, from time to time, increase the capital by the creation of new shares, such increase to be of such aggregate amount and to be divided into shares of such respective amounts as the resolution shall prescribe.
  2. Except so far as is otherwise provided by the conditions of issue or by these presents, any capital raised by the creation of new shares shall be considered as part of the existing capital , and shall be subject to provisions herein contained, with reference to the payments of calls and instalments, forfeiture, lien, surrender, transfer and transmission voting and otherwise.
  3. Subject to the provision of Section 80 of the Act, the Company shall have the power to issue Preference Shares which are or at the company are liable to be redeemed and the resolution authorising such issue shall prescribe the manner, terms and conditions of redemption.
  4. On the issue of Redeemable Preference Shares under the provisions of Article 6 here of the following provisions shall take effect:-

(a) No such shares shall be redeemed except out of the profits of the company which would otherwise be available for the dividend or out of the proceeds of a fresh issue of shares made for purpose of the redemption;

(b) no such shares shall be redeemed unless they are fully paid;

(c) The premium, if any, payable on redemption must have been provided for out of the profits of the company or the company’s share premium account before the shares are redeemed;

(d) Where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of the profits which would otherwise have been available for dividend, be transferred to a reserve fund , to be called the "Capital Reserve Account", a sum equal to the nominal amount of the shares redeemed and the provisions of the Act relating to the reduction of the shares capital of the Company shall, except as provided in Section 80 of the Act, apply as if the Capital Redemption Reserve Account were paid up share capital of the Company.

8.      The Company may (subject to the provision of Section 78,80,100 to 105 inclusive of the Act) from time to time by Special Resolution, reduce its capital and any Capital Redemption Reserve Account or Premium Account in any manner for the time being authorised by law, and in particular, capital may be paid off on the footing that it may be called upon again or otherwise. This Article is not to derogate from any power the Company would have if it were omitted.

  1. Subject to the provisions of section 94 of the Act, The Company in General Meeting may, from time to time, Sub-divide or consolidate its shares, or any of them, and the resolution where by any share is sub-divided may determine that as between the holders of the shares resulting from such sub-division one or more of such shares shall have some preference or special advantage as regards dividend, Capital or otherwise over or as compared with the other or others. Subject as aforesaid, the Company in general meeting may also cancel shares which have not been taken or agreed to taken by any person and diminish the amount of its share Capital by the amount of the shares so cancelled.
  2. Whenever the Capital, by reason of the issue of preference Shares or otherwise, is divided into different classes of shares, all or any of the rights and privileges attached to each class may, subject to the provisions of Sections 106 and 107 of the Act, be modified, commuted, effected or abrogated, or dealt with by agreement between the Company and any person purporting to contract on behalf of that class provided such agreement is rectified in writing by holders of atleast three-fourth nominal value of the issue shares of the class or is confirmed by a special resolution pass at a separate General Meeting of the holders of shares of that class.
  3. The Company shall cause to be kept a Register and Index of Members in accordance with sections 150 and 151 of the Act. The Company shall be entitled to Kept in any state or Country outside INDIA a Branch register of members Resident in the state or Country.
  4. The shares in the Capital shall be numbered progressively according to their several denominations and except forfeited or surrendered share shall continue to bear the number by which the same was originally distinguished.
  5. Subject to the provisions of Section 81 of the Act and these Articles, the shares in the capital of the Company for the time being shall be under the control of the Directors who may issue, or allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par or (subject to the compliance with the provisions of Section 79 of the Act) at a discount and at such time as they may from time to time think fit and with the sanction of the company in the General meeting to give to any person or persons the option or right to call for any shares either at par or premium during such time and for such consideration as the Directors think fit, and may issue and allot shares in the capital of the company on payment in full or part of any property sold and transferred or for any services rendered to the Company in the conduct of its business and any shares which may so be allotted may be issued as fully paid up shares and if so issued shall be deemded to be fully paid shares. Provided that option or right to call of shares shall be not given to any person or persons without the sanction of the Company in General Meeting.

14.  In addition to and without derogating from the powers for that purpose conferred on the Board under Articles 13 the Company in General Meeting may determine that any, whether forming part of the original capital or of any increased capital of the Company, shall be offered to such person (whether member or not )in such. Proportions and on such terms and conditions and either (subject to compliance with the provision of section 78 and of the act )at a premium or at a par or at discount as general forming part of any increased capital of the Company) shall be under the control of the Board of Directors; who may allot or otherwise dispose of the same to such person in such proportion such terms and conditions and at such times as Board of Directors fit and subject to the sanction of the Company in General Meeting with full power, to give any person the option to call for or be allotted shares of any class of the Company either (subject to the provisions of Section 78 and 79 of the Act) at a premium or at per or at a discount and such option being exercisable for such time and for such consideration as the Directors think fit. The Board shall cause to be filed the returns of allotment as provided for in section 75 of the Act.

  1. Any application signed by or on behalf of any applicant for shares in the company, Followed by an allotment of any shares herein shall be an acceptable of shares within the meaning of these Article: and every person who thus or otherwise accept any shares and whose name is on the register shall for the purpose of these Article be a member.
  2. The money (if any) which the board shall on the allotment of any shares being made by them, require or direct to paid way of deposit, call or otherwise in respect of any shares allotted by them, shall immediately on the inscription of the name of the holders of such shares become a debt to and recoverable by the company from the allottee thereof and shall be paid by him accordingly.
  3. Every member, or his heirs executors or administrator, shall pay to the company the portion of the capital represented by the share or shares which may, for the time being, remain unpaid thereon, in such amounts at such time or times, and in such manner as the board shall from time to time in accordance with the company’s regulation required or fixed for the payment thereof.
  4. Every member shall be entitled, without payment, to one or more certificates in marketable lots, for all the shares of each class or denomination registered in his name, or if the Directors so (upon paying such fee as the Directors may from time to time determine) to several certificates, each for one or more of such shares and the company shall complete and have ready for delivery such certificates within three months from the date of allotment, unless the conditions of issue thereof otherwise provide, or within one month of the receipt of application of registration of transfer, transmission, sub-division, consolidation or renewal of any of its shares as the case may be. Every certificate of shares shall be under the seal of the company and shall specify the number and distinctive number of shares in respect of which it is issued and amount paid-up thereon and shall be in such form as the Directors may prescribe or approve, provided that in respect of a share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate and delivery of a certificate of shares to one of several joint holder shall be sufficient delivery to all such holders.

 

19(a) If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back thereof for endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issue in lieu thereof, and if any certificate lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the Company deem adequate, being given, a new Certificate in lieu thereof shall be Given to the party entitled to such lost or destroyed certificate. Every certificates under the Article shall be issued without payment of fees if the Directors so decide or on payment of such fees (not exceeding Rs.2/- for each certificate) as the Directors shall prescribe. Provided that no fee shall be charged for issue of new certificates in replacement of those which are old defaced or worn out or where there is no further space on the back thereof for endorsement of transfer.

19(b)Provided that notwithstanding what is stated above the Director shall comply with such Rules or Regulation or requirements of any Stock Exchange or the rules made under the Act or the rules made under Securities contracts (Regulation) Act, 1956 or any other act, or rules applicable in this behalf.

The provisions of this Article shall mutatis Mutandis apply to debentures of the company.

19A- DEMATERIALISATION OF SECURITIES

a.      Definitions

Forthe purpose of this Article :-

‘Beneficial Owner’ means a person or persons whose name is recorded as such with a depository; ‘SEBI’ means the Securities & Exchange Board of India.

Depository’ means a company formed and registered under the Companies Act, 1956 and which has been granted a certificate of registration which has been granted a certificate of registration to act as a depository under the Securities and Exchange Board of India Act, 1992, and

`Security’ means such security as may be specified by SEBI from time to time.

b.      Dematerialisation of Securities

Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialise its securities and to offer securities in a dematerialised form pursuant to the provisions of the Depositories Act, 1996 or any amendments thereof.

c.       Issue of Securities and option for investors

Notwithstanding anything contained in these Articles the Company shall be entitled to dematerialise its securities under the Depositories Act and offer and issue its securities in the dematerialised form and the Company shall intimate the details of allotment to the depository immediately on allotment of such securities.

Investors in a new issue and the beneficial owners shall have the option to re-materialise the shares subsequent to the allotment or dematerialisation, as the case may be, in which event the company shall issue to the investor/beneficiary the required certificates of securities subject to the provisions of applicable laws, rules, regulations or guidelines.

d.      Securities in depository mode to be in fungible form

All securities held in the depository mode with a depository shall be dematerialised and be in fungible form. To such securities held by a depository on behalf of the beneficial owner, nothing contained in Section 153,153 A, 153B, 187B, 187C and 372A of the Act shall apply.

(e) Rights of depositories and Beneficial Owners

         i.            Notwithstanding anything to the contrary contained in the Act or these Articles, a depository shall be deemed to be the registered owner for the purposes of effecting transfer of ownership of security on behalf of the beneficial owner.

       ii.            Save as otherwise provide in (a) above, the depository as the registered owner of securities shall not have any voting or other rights in respect of the securities held by it.

  1. Every person holding securities of the company and whose name is entered as the beneficial owner shall be deemed to be a member of the company. The beneficial owner of securities shall alone be entitled to all the rights and benefits and be subject to all liabilities in respect of the securities held by the depository.

f.        Service of documents

Notwithstanding anything to the contrary in the Act or these Articles, where securities are held in a depository mode, the records of the beneficial owners may be served by a depository on the Company by means of electronic mode or by delivery of floppies or discs.

g.      Transfer of securities

Nothing contained in Section 108, of the Act or these Articles shall apply to a transfer of securities effected by a transferor and transferee both of whom are entered in the Register maintained under the Depositories Act by a depository as beneficial owners.

h.      Distinctive numbers of securities held in the depository mode

Nothing contained in the Act or these Articles regarding the necessity of having distinctive number for securities issued by the Company shall apply to securities held in the depository mode.

        i.            Register and Index of Beneficial Owners

The Register and Index of beneficial owners maintained by a depository under the Depositories Act, 1996 shall be deemed to be Register and Index of members and holders of securities for the purpose of these Articles and the Act."

20.  If any share stands in the name of two or more persons, the person first name in the register shall, as regards receipt of dividends or bonus or service or notices and all or any other matter connected with company, except voting at meeting, and the transfer of the share, be deemed to be the sole holder thereof but the joint-holders of a share shall be severally as well as jointly liable for the payment of all instalments and calls due in respect of such shares and for all incidents thereof according to the company’s regulations.

  1. Except as ordered by a court of competent jurisdiction or by law required the Company shall not be bound to recognize any equitable, contingent, future or partial interest in any share, or ( except only as is by these Articles otherwise expressly provided) any right in respect of a share other than an absolute right thereto, in accordance with these articles, in the person from time to registered as the holder thereof , but the board shall be at liberty at their sole discretion to register any share in the joint names of any two or more person or the survivor or survivors of them.
  2. None of the funds of Company shall be applied in the purchase of any shares of the Company, and it shall not given any financial assistance for or in connection with the purchase or subscription of any shares in the Company or in its holding Company, save as provided by section 77 of the Act.

CALLS

23.  Thirty day’s notices in writing of any call shall be given by the Company specifying the time and place of payments and the person or persons to whom such call shall be paid.

  1. A Call shall be deemed to have been made at time when the Resolution authorising such calls was passed at a meeting of the board.
  2. A Call may be revoked or postponed at the discretion of the board.
  3. The joint-holders of share be shall jointly and severally liable to pay all calls in respect thereof.
  4. The Board may, from time to time at its discretion, extend the time fixed forth payment of any call, and may extend such times as to all or any of the members who from residence at a distance or other cause, the board may deem fairly entitled to such extension but no member shall be entitled to such extension save as matter of grace and favour.
  5. If any member fails to pay any call due from him, on the day appointed for payment thereof , or any such extension thereof as aforesaid, he shall be liable to pay interest on the payment thereof to the time of actual payment at such rate as shall from time to time be fixed by the Board, not exceeding nine percent annum, but nothing in this Article shall render it obligatory for the Board to demand or recover any interest from any such member.
  6. Any sum, which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium shall, for the purpose of these Article, be deemed to be a call duly made and payable on the date on which by the terms of issue the same become payable, in case of nonpayment all the relevant provisions of these Articles as to payments of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
  7. On trial or hearing of any action or suit brought by the Company against any member or his representatives for the recovery of any money claimed to be due to the Company in respect of his shares, it shall be sufficient to prove that the name of the member in respect of whose shares the money is sought to be recovered, appears entered on the register of member as the holder, at or subsequent to the date at which the money is sought to be recovered or is alleged to have become due on the share in respect of which such money is sought to be recovered, and that the resolution making the call is duly recorded in the minutes book; and that notice of such call was duly given to the member or his representative in pursuance of these articles; and that is shall not be necessary to prove the appointment of the Directors who made such call, nor that a quorum of Directors was present at the board at which any call was made, nor that the meeting at which any call was made was duly convened or constituted nor any other matters whatsoever but the proof of the matter aforesaid shall be conclusive evidence of the debt.
  8. Neither the receipt by the company of a portion of the money which shall from time to time be due from any member to the company in respect of his shares, either by way of principal or interest, nor any indulgence granted by the Company in respect of the payment of any such preclude the Company form there after proceeding to enforce a forfeiture of such share as here in after provided.
  9. (a) The Board may, if it thinks fit, Agree to and receive from any member willing to advance the same, all or any part of the amounts of the respective shares beyond the sums actually called up and upon the money so paid in advance or upon so much thereof from time to time and at any time thereafter as exceeds the amount of the calls then made upon and due in respect of the share on account of which such advances are made, the board may pay or allow interest, at such rates as the member paying the sum in advance and the board agree upon. The Board may agree to repay at any time any amount so advanced or may at any time repay the same. Provided that moneys paid in advance of call on any share may carry interest but shall not confer a right to dividend or to participate in profits.

a.       No member paying any such sum in advance shall be entitled to voting right in respect of the moneys so paid by him until the same would but for such payments become presently payable.

LIEN

33.  The company shall have first and paramount lien upon all the shares/debentures (other than fully paid up shares/debentures) registered in the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof for all money (whether presently payable or not) called or payable at a fixed time in respect of such shares/debentures and no equitable interest in any share shall be created except upon the footing and condition that this Article will have full effect. And such lien extend to all dividends and bonuses from time to time declared in respect of such shares/debentures. Unless otherwise agreed the registration of a transfer of shares/debentures shall operate as a waiver of the Company’s lien if any, on shares/debentures. The Directors may at any time declare any shares/debentures wholly or in part to be exempt from the provisions of this clause.

If any member fails to pay any call or instalment on or before the day appointed for the payment of the same, the board may at any time thereafter during such time as the call or instalments remains unpaid, serve a notice on such member requiring him to pay the same together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

34.  The Notice shall name a day ( not being less than fourteen day from the date of service of the notice) and place at which such calls or installments and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment of or before the time and at the place appointed, the shares in respect of which shares call was made or installment is payable will be liable to be forfeited.

  1. If the requisition of any such notice as aforesaid be not compiled with any shares in respect of which such notice has been given, may at any time thereafter before payment of all call or installments, interest and expenses due in respect thereof be forfeited by resolution of the board to that effect. Such forfeited shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.
  2. When any share have been so forfrited, notice of the resolution shall be given to the member in whose name it stood immediately prior to forfeiture and an entry of the forfeiture and an entry of the forfeiture with date thereof , shall forthwith be made in the register but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to make such entry as aforesaid.
  3. Any share so forfeited shall be deemed to be the property of the Company and may be sold, re-allotted, or otherwise disposed of either to the original holder thereof or to any other person, upon such terms and in such manner as the board think fit.
  4. [a] Any member whose shares have been forfeited shall, not withstanding the forfeiture, be liable to pay and shall forthwith pay to the Company all calls, instalments, interest and expenses , owing upon or intersect of such share at the time of forfeiture together with interest at 12 (twelve) Percent per annum, and the Board may enforce the payment thereof if it thinks fit.

[b] The forfeiture of a share shall involve the extinction of all interest in and also of all claims and demands against the Company in respect of the share and all other rights incidental to the share, except only such of those right as by these articles are expressly saved.

39.  A duly verified declaration that the declarant is a Director or secretary of the Company and that certain shares in the Company have been duly forfeited on a date stated in the declaration shall be conclusive evidence of the fact therein stated as against all persons claiming to be entitled to the shares.

 

  1. Upon any sale in the case of forfeiture or for enforcing a lien in purported exercise of the powers here in before given, the Board may appoint some person to execute an instrument of transfer of the shares sold and cause the purchasers name to be entered in the register in respect of the shares sold and the purchaser shall not be bound to see to the regularity of the proceeding nor to the application of the purchase money and after his name has been entered in the register in respect of such share the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.
  2. Upon any sale, Re-Allotment or their disposal under the provision of the preceding articles, the certificate or certificates originally issued in respect of the relative shares shall ( unless they shall on demand by Company have been previously surrendered to it by the defaulting member) stand cancelled and become null and void and no effect and the directions shall be entitled thereto distinguishing it or them in such manner as they may think fit from the old certificate or certificates.
  3. The Board may at any time before any share is so forfeiture, shall have been sold, re-allotted or otherwise disposed off, annual the forfeiture thereof upon such conditions as it thinks fit.

TRANSFER AND TRANSMISSION OF SHARES

43.  The company shall keep a "Register of Transfers" and therein shall be fairly and distinctly entered particulars of every transfer of transmission of any share.

44(i) Where, in case of partly paid shares, an application for registration is made by the transferor, the company shall give notice of the application tot he transferee in accordance with the provisions of Section 110 of the Act.

44(ii) Subject to the provisions of Section 111 of the Act, and Section 22a of the Securities Contracts (Regulation) Act, 1956, the directors may, at their own absolute and uncontrolled discretion and by giving reasons, decline to register or acknowledge any transfer of shares whether fully paid or not and the right refusal, shall not be affected by the circumstances that the proposed transferee is already a member of the Company by in such cases, the Directors shall within one month from the date on which the instrument to transfer was lodged with the Company, send to the transferee and transferor notice of the refusal to register such transfer provided that registration of transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the company on any account whatsoever except when the company has a lien on the shares. Transfer of shares/debentures in whatever lot shall not be refused.

44(iii)The instrument of transfer shall be in writing and all provisions of Section 108 of the Company Act, 1956 and statutory modification thereof for the time being shall be duly compiled with in respect of all transfer of shares and registration thereof.

45.  In the case of the death of any one or more of the persons named in the Register of Members as the joint holders of any shares the survivor or survivors shall be only persons recognized by the Company as having any title to or interest in such shares, but nothing herein contained shall be taken to release the estate of a deceased joint-holder from any liability on shares heldby him jointly with the any other person.

  1. The Executors or Administrators or Holders of a Sucession Certificate of the Legal Representatives of a Deceased share holder (not being one or two or more joint holders) shall be the only persons recognized by the Company as having any title to the shares in registered in the name of such member and Company shall not be bound to recognized such executers or administrators or holders of succession certificate or the legal representatives unless they shall have first obtained probate or letters of Administration or Succession certificate or other legal representation as the case may be, from a duly constituted court in the Union of INDIA; provided that in any case where the board in its absolute discretion thinks fit, The Board may dispense with production of probate or letters of Administration or the Board, in its absolute discretion may think necessary and under the next Article register the name of any person who claim to be absolutely entitled to the shares standing in the name of deceased member as a member.
  2. No shares shall be transferred to an insolvent or person of unsound mind.
  3. Subject to the provisions of the Act. And these Articles, any person becoming entitled to shares in consequence of the death, lunacy, bankruptcy or insolvency of any member or by any lawful means others than by transfer in accordance with these Articles may, with the consent of the Board (which it shall not be under any obligations to give) upon producing such evidence that he sustains the character in respect of which he puports to act under these Articles or his title as the Board think sufficient, either be registered himself as the holder of the shares or elect to have some person nominated by him and approved by the Board registered as such holder, provided nevertheless, that if such person shall elect to have his nominee registered, he shall testify the election by executing in favour of his nominee an instrument of transfer in accordance with the previous here in contained and until he does so, he shall not be freed from any liability in respect of the shares.
  4. A person entitled to a share by transmission shall, subject to the right of the Directors to retains such dividends or money as herein after provided, be entitled to receive and may give a discharge for, any dividends or other money payable in respect of the share.
  5. No fee shall be charged for registration of transfer, transmission, Probate, Succession Certificate and Letters of administration, Certificate of Death or Marriage, Power of Attorney or similar other document.

51.  The Company shall incur no liability or responsibility whatsoeverin consequence of its registering or giving effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof (as shown or appearing in the register of members ) to the prejudice or persons having or claiming any equitable right, title or interest to or in the said shares and the Company shall not be bound or required to regard or attend or give effect to any liability whatsoever for, refusing or neglecting so to do, through it may have been entered or referred to in some book of the Company but the Company shall, nevertheless, be at liberty to regard and attend to any such notice and give effect thereto if the board shall so think fit.

BORROWING POWERS

53.  Subject to the provisions of section 58-A, 29/2 and 29/3 of the Act, and regulations made there under and directions issued by R.B.I. The Board may, from time to time at its discretion by a resolution passed at a meeting of the board, accept deposits from members either in advance of calls or otherwise and generally raise or borrow or secure the payment of any sum or sums of money for the purpose of the Company. provided, however, where the money to be borrowed together with the moneys already borrowed ( apart from temporary loans obtained form the Company’s Bankers in the ordinary course of business) exceed the aggregate of the paid up capital of the 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 the Company in General Meeting.

 

  1. The payment or re-payment of moneys borrowed ad aforesaid may be secured in such manner and upon such terms and conditions in all respect as the board may think fit and in particulars by the resolution passed at a meeting of the board (and not by circular resolution) by the issue of debentures or debenture stock of the Company charged upon all or any part of property of the company (both present and future) including its Capital for the timembeing and debentures, debenture stock and other securities may be made assignable free from any equalities between the company and the person to whom the same mey be issued.
  2. Any debentures, debenture stock or other securities may be issued at a discountm primium or otherwise and subject to the provisions of the Act may be issued on condition that they shall be convertible into shares of any denominations and with any privileges or conditions as to redemption, surrender, drawing, allotment of shares and attending (but not voting) at conversion into or allotment of shares shall be issued only with the consent of the company in General Meeting accorded by a Special Resolution.
  3. The Board shall cause a proper Register to be kept in accordance with the provisions of Section 143 of the Act of all mortgages, debentures and chages specifically affecting the property of the Company; and shall cause the requirements of sections 118, 125, and 127 to 144 (both inclusive) of the Act in that behalf to be duly compiled with, son far as they fail to be complied with by the board.
  4. The Company shall, if at any time it issued Debentures, keep a register and index of Debenture-holders in accordance with Section 152 of the Act. The Company shall have the power to keep in any state or country outside the INDIA a Branch Register of Debenture holders resident in that state or country.

 

VOTES OF MEMBER

80.  No. Member shall be entitled to vote either personally or by proxy for another member at any General Meeting or meeting of a class of share-holders either upon a show of hands or upon poll in respect of any shares registered in his name on which any cause or other sums presently payable by him have not been paid or in regard to which the Company has any right of lien and has exercised the same.

  1. Subject to the provisions of these Articles and without prejudice to any special privileges or restriction as to voting for the time being attached to any class of shares for the time being forming part of the capital of the Company. Every member not disqualified by the last preceding Articles shall be entitled to be present, and to speak and vote at such meeting and on a show of hands every member present in person shall have one vote and upon a poll the voting right every member present in person or by proxy shall be in proportion to his share of the paid up equity share capital of the company, provided however, if any preference shareholder be present at any meeting of the company, save as provided in clause (b) of sub-section (2) of section 87, he shall have a right to vote only on resolutions placed before the meeting which directly affect the rights attached to this preference shares.
  2. On a poll taken at a meeting of the Company, a member entitled to more than one vote, or his proxy, or other person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes, he uses.
  3. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy may vote, whether on a show of hands or on poll, by his committee or other legal guardian who may on a poll, vote by proxy; if any member be a minor the vote in respect of his share shall be by guardian or any of his guardian, to be selected in case of dispute by the chairman of the meeting.
  4. And if there be joint registered holders of any shares. Any one respect of such share, as if he were solely entitled there to but the proxy so appointed shall not have any right to speak at the meeting and, if more than one of such joint-holders be present at any meeting, that one of the said persons so present whose name stands higher on the register shall alone be entitled to speak and to vote in respect of such shares, but the other or other of the joint holders shall be entitled to be presented at the meeting. Several executors or administrators of a deceased member in whose name shares stand for the purpose of these article be deemed joint-holders there of.
  5. Subject to the provisions of these Articles, vote may be given either personally or by proxy.
  6. Every proxy (whether a member or not) shall be appointed under the hand of appointee or his attorney, or if such appointee is a corporation, under the common seal of such corporation to be signed by any committee or guardian may appoint such proxy, the proxy so appointed shall not have a right to speak at the meeting.
  7. Any instrument of proxy may appoint a proxy either for the purpose of particular meeting specified in the instruction and adjournment thereof or it may appoint for the purpose of every meeting of the company or of every meeting to be held before a date specified in the instrument and every adjournment of any such meeting.
  8. A member present by proxy shall be entitled to vote only on a poll.
  9. Every instruction of proxy whether for a specified meeting or otherwise shall, as nearly as circumstances will admit, in any of the forms est out in schedule 9 of the Act.
  10. The instrument appointing a proxy and the power of attorney or otherwise shall, if any, under which it signed or a notary certified copy of that power or authority, shall be deposited at the Registered office of the company not less than 48 hours before the time holding the meeting or adjourned meeting which the person named in the instrument propose to vote, or, in case of poll, not less than 24 hours before the time appointed for taking of the poll; and in default the instrument of proxy shall not be treated as valid.
  11. No member shall be entitled to vote at any General Meeting unless all call or other sums presently payable by him in respect of share in the company have been paid.
  12. A vote given in accordance with the terms of an instrument of proxy shall be valid, not with standing the previous death or instantly of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given provided that no intimation in writing of such death, instantly, revocation or transfer shall have been received by the company at its office before the commencement of the meeting at which the proxy is used.

DIRECTORS

93.  Until otherwise determine by General Meeting of the company and subject to the provisions of section 252 of the Act, the number of Directors (including debenture and alternate nominee Directors, if any) shall not be less than three and more then twelve.

  1. The first Directors of the Company will be:

1. SHRI AJAY BATRA

2. SHRI RAKESH KUMAR JAIN

3. SHRI YOGESH BATRA

4. SMT SEEMA GOEL

 

95.  Not withstanding any thing to the contrary contained in the Articles the Board of directors shall have power to enter in to any agreement that so long as any moneys remain owing by the Company to the industrial Development Bank of INDIA (IDBI), Life Insurance Limited (ICICI), Industrial Finance Corporation of INDIA (IFCI), Unit Trust of INDIA(UTI), The General insurance Corporation (GIC) and its subsidiaries or to any other Central of state financial corporation or body out of any loans granted by them to the company or so long as IDBI, LIC, ICICI, IFCI, UTI, AND GIC or any other central or State Finance Corporation or credit Corporation or any other financing Company or body which ICICI, IFCI, UTI, And GCI or any other central or state finance corporation or credit is herein after in this Article referred to as "the corporation") continue to hold shares/debentures in the company by direct subscription/private placement or as a result of any underwriting obligation or as result of conversion of loans/debentures, or so long as any guarantee given by the corporation in respect of any financial obligation or commitment of the Company remains outstanding the corporation shall have a right to appoint, from time to time any person or person as a director (which director or directors is /are herein after referred to as "Nominee Directors") on the Board of the Company and to remove form such office any person/persons so appointed and to appoint any person / persons in his or their places. The board of Directors of the Company shall have no power to remove from of office the Nominee Directors.

  1. At the option of the corporation, such Nominee Directors shall not required to hold any qualification share in the company. Also at the option of the Corporations, such Nominee Directors shall not be liable to retirement by rotation. Subject as aforesaid the nominee Directors shall be entitled to the same rights and privileges and be subject to the same obligations as any other Directors of the Company.
  2. The nominee Director so appointed shall hold the said office only so long as any moneys remains owing by the company to the corporation or so long as the corporation hold shares/ debentures in the company as result of direct subscription or private placement or as a result of conversion of the loans/ debentures or as a result of any underwriting obligation or so long as any guarantee given by the corporation in respect of any financial obligation or commitment by the company remains outstanding. The Nominee Directors so appointed in exercise of the said power shall ipso facto vacate his office immediately the money owing by the company to the corporation is paid off on the corporation ceasing to hold debentures/shares in this guarantee.
  3. The Nominee directors appointed under this Article shall be entitled to receive all notices of Board Meeting and of the Meeting of the committees of which the nominee Director is a number, as also the minutes of such meetings. The corporation shall also be entitled to receive all such notices and minutes.
  4. If it is provided by the Trust deed, securing or otherwise , in connection with any issue of debentures of the company, that any person or persons shall power to nominate a Director of the company, then in the case of any and every such issue of debentures, the person or persons having such power may exercise such power from time to time and appoint a director accordingly. Any Director so appointed is herein referred to as debenture Director. A Debenture Director may be removed form office at any time by the person or persons in whom for the time being vested the power under which he was appointed and another Director may be appointed in his place. A debenture Director shall not be bound to hold any qualification shares.
  5. The Board may appoint an Directors to Act for a Director (herein after) called " The Original Director" during his absence for a period of not less than three months for the state in which the meeting of the board are ordinarily held . An alternate Director appointed under this Article shall not hold office for period longer than permissible to the Original Director in whose place he has been appointed and shall vacate office if and when the original Directors returns to that state. If the term of office of the original Director is determined before he so returns to that state, any provisions in the Act or in these Articles for the Automatic reappointment of any retiring Directors in default of another appointment shall apply to the Original Directors and not to the Alternate Director.
  6. Subject to the provisions of section 260 and 260, the board shall have power at any time and from time to time to appoint any other qualified person to be an additional Director, but so that total number of directors shall not at any item exceed the maximum fixed under Article 109. Any such additional Director shall hold office only upto the date of the next Annual General Meeting.
  7. Subject to the provisions of the sections 264 and 284 the board shall have the power at any time and from time to time to appoint any other quaffed person to be a Director to fill a casual vacancy. Any person so appointed shall hold office only upto the date which the Director in whose place he is appointed would have held office if it had not been vacated by him.
  8. A Director shall not be required to hold any share qualification.
  9. Subject to the provisions of the act, a managing Director or director who is in the Whole-time employment of the company may be paid remuneration either by way of a monthly payment or at a specified percentage of the net profit of the company of partly by one way and partly by the other.
  10. Subject to the provisions of the Act, a director who is neither in the whole-time employment nor a managing Director may be paid such remuneration as may be approved by the Board.
  11. A Director shall be paid a sitting fee not exceeding a sum prescribed under section 310 of the Act for each meeting of the board of directors or any committee there of attended by him.
  12. The Board may allow and pay to any directors, who is not a bona-fide resident of the place where the meeting of the board are ordinarily held who shall come to such place for the purpose of attending any meeting , such sum as the Board may consider fair compensation or for travelling, boarding, lodging and other expenses, in addition to his fee for attending such meeting as above specified, and if and Director be called upon to go or reside out of the ordinary place of his residence on the Company’s business, he shall be entitled to be repaid and reimbursed any travelling or other expenses incurred in connection with business of the company.
  13. The continuing Directors may act not withstanding any vacancy in their body but if , and so long as their number is reduced below the minimum number fixed by Article 108 hereof , the continuing Directors, not being less than three, may act for the purpose of increasing the number of directors to that number or for summoning a General Meeting but for no other purpose.
  14. Subject to sections 283(2) and 314 of the Act, the office of the director shall become vacant if:-

(a) he is found to be unsound mind by a court of competent jurisdiction; or

(b) he applies to be adjudicated an insolvent; or

(c) he is adjudged an insolvent; or

(d) he fails to pay any call made on him in respect of shares of the Company held by him, whether alone or jointly with others, within six months from the date fixed for the payment of such calls unless the central government has by notification in the official Gazette removed the disqualification incurred by such failure; or

(e) he absents himself from three consecutive meeting of the directors or from all meetings of the directors for a continues period of three months, whichever is longer, without leave of absence from the board; or

(f) he becomes disqualified by an order of the court under section 203 of the Act;

(g) he is removed in pursuance of section 284; or

(h) he ( whether by himself or by any person for his benefit on his account) or any firm in which he is a partner or any private Company of which is a director, accept a loan, or a guarantee or security for a loan, from the company in contravention of section 295 of the Act; or

(i) he acts in contravention of section 299 of the Act ; or

(j) he is convicted by court of an offence involving moral turpitude and is sentenced in respect thereof to imprisonment for not less than six months; or

(k) having been appointed a director by virtue of his holding any office or other employment in the company he ceases to hold such office or other employment in the company; or

(l) he resigns his office by a notice in writing addressed to the company.

110.                      (1) A Director or his relatives, a firm in which such director or relatives is a partner or any other partner in such firm; or a private company of which the director is a member or Director may enter into any contract with the company for the purpose or supply of any goods materials with the company or for the sale, purchase or supply of any goods material or services or for underwriting the subscription of any shares in , or debentures of the company, provided that if the paid-up share capital of the company is not less than Rs. One core, no such contract shall be entered into except with the previous approval of the Government of INDIA and the sanction of the board shall be obtained before or within three months of the date on which the contract is entered into accordance with the provision of section 297 of the Act and provided that in case the paid up capital of the Company is rupee one core or more no such contracts shall be entered into except with the previous approval of the Central Government.

(2) No Sanction shall, however, be necessary for :-

(a) Any purchase of goods and material from the company, or the sale of goods or material to the company, by any such Director relative, firm partner or private Company as aforesaid for cash at prevailing market prices ; or

(b) Any contracts or contracts between the company on one side any such Director Relatives firm, Partner or Private company on the other, for sale, Purchase or supply of any goods, materials and services in which either the Company or the Director, relative, firm, partner or private company, as the case may be , regularly trades or does not exceed Rs. 5000/- in the aggregate in any year comprised in the period of the contract or contracts. Provided that in circumstances of urgent necessity a director, relative, firm, partner or private company as aforesaid may without obtaining the consent of the board enter into any such contracts with the company for sale, purchase or supply of any such goods, material or services even if the value of such goods. or the cost of such services exceed Rs. 5000/- in the aggregate in any year comprised in the period of the contract if the consent of the Board shall be obtained to such contracts at a meeting within three months of the date on which the contract was entered into.

111.                      A Director of the company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement or proposed contract or arrangement entered in to or to be entered into by or on behalf of the company shall disclose the nature of his concern or interest at meeting of the board in the manner provided in section 299(2) of the Act; provided that it shall not be necessary for a director to disclose his concern or interest in any contract or arrangement entered into or to be entered into with any other company where any of the Directors of the Company or two or more of them together with hold or hold not more than two percent of the paid up share capital in any such other company.

 

  1. A General Notice given to the board by a Director, to the effect that he is director or member of a specified firm and is to be regarded as concerned or interested in any contract or arrangement which may, after the date of the notice, be entered into with that body corporate or firm shall be deemed to be sufficient disclosure of concern or interest in relation to any contract or arrangement so made. Any such general notice shall expire at the end of the financial year in which it is given but may be renewed for a further period of one financial year at a time by fresh notice given in the last month of the financial year in which it is given would have expired. No such general notice and no renewal thereof shall be of effect unless, either it is given at a meeting of the Board or the Directors concerned takes reasonable steps to secure that it is brought up and read at the first meeting of the Board after it is given.
  2. No Director shall, as Director, take any part in the discussion of or vote on any contract or arrangements entered into or to be entered into by or on behalf of the Company, if he is in any way, whether directly or indirectly, concerned or interested in such contract or arrangements; nor shall his presence count for the purpose of forming a quorum at the time of any such discussion or vote and if he does vote, his vote shall be void; provided, however that nothing herein contained shall apply to :-

(a) Any contract or indemnity against any loss which the Directors, or any one or more of them, may suffer by reason of becoming or being sureties or a surely for the Company;

(b) Any Contract or arrangement entered into or to be entered into with a public Company or private company which is a subsidiary of public company in which the interest of the Director consists solely :-

(i) In his being :-

(a) A Director of such company, and

(b) The Holder of not more than shares of such number or value therein as a requisite to quality him for appointment as a Director thereof, he having been nominated as such Director by the company, or

(ii) In his being a member holding not more than two percent of its paid up share capital.

114.                      The Company shall keep a Register in Accordance with Section 301 (1) and shall within the time Specified in section 301(1) and 301(2) enter therein such of the particulars as may be relevant having regard to the application thereto section 297 or section 299 of the Act as the case may be .The Register aforesaid shall also specify, in relations to each Director of the Company, the names of the bodies corporate and firms of which notice have been given by him under Article 123, The Register shall be kept at the office of the Company and shall be open to inspection at such office, and extract may be taken there from and copies thereof may be required by any member of the company to the same extent in the same manner and on payment of the same fee as in the case of the register of member of the company and the provision of section 163 of the Act shall apply accordingly.

 

  1. A director may be or become a director of any Company promoted by the company or in which it may be interested as a vender, shareholder or otherwise and no such Director shall be accountable for any benefit received as director or share holder of such company except in so far as section 309(6) or section 314 of the Act may be applicable.
  2. At every Annual General Meeting of the Company, one third of the Directors for the time being as are liable to retire by rotation or if their number is not three of a multiple of three the number nearest to one third shall retire from office.
  3. Subject to section 256(2) of the Act, the Directors to retire by rotation under Article 128 at every annual General Meeting shall be those who have been longest in office since their last appointment but as between persons who became Directors on the same day those who are to retire shall in default of and subject to an agreement among themselves be determine by lot.
  4. A retiring Director shall be eligible for Re-Appointment.
  5. Subject to section 258 of the act, the Company at a General Meeting at which a director retires in manner aforesaid may fill up the vacated office by electing a person thereto.
  6. (a) If the place of the retiring Director is not so filled up and the meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place, or if the day is a public holiday, till the next succeeding day which is not a public holiday, at the same time and place.

(b) If at the Adjourned meeting also, the place of the retiring Director not filled up and that meeting also has not expressly resolved not to fill the vacancy, the retiring Director shall be deemed to have been re-appointed at the adjourned meeting unless :-

         i.            At the Meeting or at the previous meeting resolution for the re-appointment of such Director has been put to the meeting and lost;

  1. The retiring Director has , by a notice in writing addressed to the company or its board, expressed has unwillingness to be so reappointed.
  2. He is not qualified or is disqualified for appointment.
  3. A resolution, whether special or ordinary, is required for the appointment or re-appointment by virtue of any provisions of Act, or
  4. The Provision to sub-section (2) of section 263 of tha Act is applicable to the case.

 

121.                      Subject to Section 259 of the Act the company may, by ordinary directors resolution, from time to time, increase or reduce the number of Directors, and may alter their qualification and the Company may (subject to the provision of section 284 of the Act) remove any Director before the expiry of his period of office and appoint another qualified person in his stead. The person so appointed shall hold office during such time as a director in whose place is appointed would have held the same if he had not been removed.

  1. (1) Subject to the provisions of the Act and articles, any Notice of person who is not a retiring Director shall be eligible for appointment to the office of Director at any office of General Meeting unless he or some Member intending to purpose him has not less than fourteen days before the meeting, left at the office of the Company a notice in writing under his hand signifying his candidature for the office of Directors or the intention of such member to propose him as a candidate for that office as the case may be, along with the deposit of Rs. 500/- which shall be refunded to such person or as the case may be, to such member, if he succeeds in getting elected as a Director.

(2) Every person (other than Director retiring by rotation or otherwise or a person who has left at the office of the Company a notice under section 257 of the Act signifying his candidature for the office of a director) proposed as a candidate for the office of the Director shall sign and file with the company, the consent in writing to act as a Director, if appointed.

(3) A person other than a Director re-appointed after retirement by rotation or immediately on the expiry of his term of office, or an additional or alternate Director, or a person filling a casual vacancy in the office of director under section 262 of the Act, appointed as a director or re-appointed as an additional or alternate Director, immediately on the expiry of his term of office, shall not act as a Director of the company, unless he has within thirty days of his appointment signed and filed with the Register his consent in writing to act as such Director.

123.                      (a) The Company shall keep at its office a register containing the particulars of its Directors etc. Directors, Managing Agents, Managers, Secretaries and other persons mentioned in section 303 of the act, and shall otherwise comply with provisions of the said section in all respects.

(b) The company shall maintain in respect of each of its office register as required by the section 307 of the Act, shall otherwise comply with the provisions of the said Section in all respects.

124.                      (a) Every Directors (including the person deemed to be a director by virtue of the explanation to sub section(1) section 303 of the Act); Managing director, Manager, or Secretary of the company shall within 20 days of the appointment to any of the above offices in any other body corporate, disclose in the company the particulars relating to his office in the other body corporate which are required to be specified under sub-section(1) of section 303 of the Act.

(b)Every Director and every person deemed to be director of the company by virtue of sub section(10) of section 307 of the act, shall give notice to the Company of such matters relating to himself as may be necessary for the purpose of enabling the company to comply with the provisions of that section.

MANAGING DIRECTOR

125.                      Subject to the provisions of the act these Article, the Board shall have power to appoint from time to time any of its members as the managing Directors or managing Directors of the company upon such terms and conditions as the board shall thinks fit and subject to the provisions os Articles 136, The Board may be by resolution vest in such Managing Directors such of the Powers may exercisable for such period or periods, upon such conditions and subject to such restrictions as it may determine. The remuneration of the Managing Director or Managing Directors may be by way of monthly payment, fee for each meeting of participation in profits, or by any or all these modes or any other modes not expressly prohibited by the Act.

  1. The Managing director or Managing Directors shall not exercise the powers to :

(a) Make calls on shareholders in respect of money unpaid on the shares in the Company.

(b) Issue debentures; and accept to the extent mentioned in the resolution passed at the board meeting under Section 292, shall not exercise the powers to :

[i] Borrow money; otherwise than on debentures;

[ii] Invests the funds of the company; and

[iii] Make loans;

127.                      The company shall not appoint or employ or continue the appointment or employment of a person as its managing or whole time Directors who :-

(a) is an undischarged insolvent, or has at any time been adjusted an insolvent;

(b) Suspend, or has at any time suspended payment to his creditors, or makes or has at any time made a compositions with them; or

(c) is, or has at any time been conducted by a court of an office involving moral turpitude.

128.                      A Managing Director shall not while he continues to hold that office, be subject to retirement by rotation , in accordance with article 125. If he ceases to hold the office of Director, he shall immediately ceases to be managing director.

 

PROCEEDINGS OF THE BOARD OF DIRECTORS

129.                      The Directors may meet together at a Board for the despatch of business form time to time, and shall so meet at least once in every three months and at least four such meetings shall be held in every year. The Director may adjourn and otherwise regulate their meeting as they think fit.

  1. Notice of every meeting of the board shall be given in writing to every Director for the time being in INDIA and at his usual address in INDIA to every other Director.
  2. Subject to section 287 of the act, the quorum for a meeting of the board shall be one-third of its total strength excluding Directors, if any, whose place may vacant at the time and any fraction contained in that one-third beings rounded off as one, or two Directors, which ever is higher provided that where at any time the number of the remaining Directors exceeds or is equal to two-thirds of the total strength of the number of the remaining Directors, that is to say, the number of Directors who are not interested, present at the meeting, being not less than two shall be the quorum during such time.
  3. If a meeting of the Board could not be held for want of quorum than the meeting shall automatically stand adjourned to such other date and time (is any) as may be fixed by the chairman not being later than seven days from the date originally fixed for the meeting.
  4. The Secretary shall, as and when directed by the Directors to do so Convene a meeting of the board by giving a notice in writing to every other Director.
  5. The directors may from time to time elect from among their numbers a chairman of the Board of directors and determine the period for which he is to hold office. The Chairman of the board shall be entitled to take the chair at every meeting of the board. If at any meeting of the Board, he shall not be present within fifteen minutes from the time appointed for holding such meeting or if he shall be unable or unwilling to take the chair, then the Directors present may elect one of their number to be the Chairman of the meeting.
  6. Questions arising at meeting of the board of directors or a committee thereof shall be decided by majority of votes and in case of an equality of votes, the Chairman shall have a second or casting vote.
  7. A meeting of a board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, power and discretion which by or under the Act or the Articles of the company are for the time being vested in or exercisable by the board generally.

 

  1. Subject to the restriction contained in section 292 of the act, the board may delegate any of their powers to committee of the board consisting of such member or members of its body as it thinks fit and it may from time to time revoke and discharge any such committee of the board either wholly or in part and their as to persons or purposes but every committee of the Board so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed on it by the Board. All acts done by any such committee of the Board in conformity with such regulations and in fulfilment of the purpose of their appointment but not otherwise, shall have the like forces and effect as if done by the board.
  2. The meetings and proceeding of any such Company of the board consisting of two or more members shall be governed by the provisions herein contained for regulating the meeting and proceeding of the directors, so far as the same are applicable there to and are not superseded by any regulations made by the directors under the last preceding Article.
  3. No. Resolution shall be deemed to have been duly passed by the board or by a committee thereof by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the directors, or to all the members of the committee then in INDIA, and to all other Directors or the members of the Committee, as their usual address in INDIA and has been approved by such of the Directors or members of the Committee as are then in INDIA, or by a majority of such of them, as are entitled to vote on the resolution.
  4. All acts done by any meeting of the board or by the committee of the board or by any person acting as director shall not withstanding that it shall afterwards be discovered that there was some defect in the appointment of such Director or persons acting as aforesaid, or that they or any of them were disqualified or had vacated office or that the appointment of any of them had been terminated by virtue of any provisions contained in the Act or in these Articles, be as valid as if every such person had been duly appointed had not been terminated; provided that nothing in this Article shall be deemed to give validity to acts done by a director after his appointment has been shown to the company to be invalid or to have terminated.
  5. (1) The company shall cause minutes of all proceedings of every meeting of the board and Committee thereof to be kept by making within thirty days of the conclusion of every such meetings entries thereof in book kept for that purpose ei their pages consecutively numbered.

(2) Each page of every such book shall be initialized or signed and at last page of the record or proceedings of each meeting in such book shall be dated and signed by the chairman of the said meeting or the chairman of the next succeeding meeting.

(3) In no case the minutes of proceeding of meeting shall be attached to any such book as aforesaid by posting or otherwise.

(4) The minutes of each meeting shall contain a fair and correct summary of the proceedings there at.

 

(5) All appointments of officers made at any of the meeting aforesaid shall be included in the minutes of the meeting.

(6) The minutes shall also contain:-

(a) the names of the Directors present at the meeting ; and

(b) in the case of each resolution passed at meeting ,the name of the Directors, if any, dissenting from, or not concurring in the resolution.

(7) Nothing contained in sub-clause (1) to (6) shall be deemed to require in the inclusion of any such minutes of any matter which in the opinion of the chairman of the meeting.

(a) is or could reasonable regarded by the defamatory of any person;

(b) is irrelevant or immaterial to the proceedings; or

(c) is detrimental to the interest of the company.

The chairman shall exercise an absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specified in this sub-clause.

(8) Minutes of meeting kept in accordance with the aforesaid provisions shall be evidence of the proceedings recorded therein.

142.                      The board may exercise all such powers of the company and do all such acts and things as are not, by the Act or any other act or by the Memorandum or by the Articles of the company required to be exercised by the company in general Meeting, subject nevertheless to these Articles, to the provisions of the act, or any other Act and to such regulation being not inconsistent 78/ with the aforesaid regulations or provisions , as may be prescribed by the company in general meeting nor shall invalidate any prior Act of the Board which would have been valid if that regulation had not been made, provided that the board shall not, except with the Company in General Meeting:-

(a) sell, lease or otherwise dispose of the whole, or substantially the whole of the undertaking of the company, or where the company owns more than one undertaking, of whole or substantially the whole of any such undertaking;

(b) remit or give time for the repayment of any debt due by a Director.

(c) invest otherwise than in trust securities the amount of compensation received by the company in respect of the compulsory acquisition of any such undertaking and without which it cannot be carried on or can be carried on only with difficulty or only after considerable time;

(d) borrow moneys where the moneys to be borrowed together with the moneys already borrowed by the company ( apart for the temporary Loans obtained from the Company’s bankers in the ordinary course of business) will exceed the aggregate of the paid up capital of the company and its free reserves, that is to say, reserves not set apart for any specific purpose. Provided further that the powers specified in section 292 of the Act shall, subject to these Articles, be exercised only at a meeting of the board, unless the same be delegated to the extended therein stated; or

(e) contribute to charitable and other funds not directly relating to the business of the company or the welfare of its employees, any amounts the aggregate of which will, in any financial year, exceed twenty five thousand rupees or five percent of its average net profit as determined in accordance with the provision of section 349 and 350 of the Act during the three financial years immediately preceding whichever is greater.

143.                      Without prejudice to the general powers conferred by the last proceeding. Article and so as not in any way to limit or restrict those powers, and without prejudice to the other powers conferred by these Articles, but of the subject to restrictions contained in the last preceding Article, it is hereby declared that the director shall have following powers, that is to say, powers:-

(1) To pay the Cost, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the company.

(2) To pay and charge to the capital account of the company any commission or interest lawfully payable thereon under the provisions of the sections 76 and 208 of the Act.

(3) Subject to section 292, 297, and 360 of the Act or purchase or otherwise acquire for the company and property, rights or privileges which company is authorised to acquire, at or for such price or consideration and generally or other acquisition to except such title as the directors may believe or may be advised to be reasonably satisfactory.

(4) At there discretion and subject to the provision of the act to apply for any property, rights or privileges acquired by or services rendered to the company, either wholly or partially, in cash or in share, bond , debentures, mortgage or other securities of the company, and any such shares may be issued either as fully paid or with such shares issued as fully paid or with such amount credited as paid up thereon as may be agreed upon, and any such bonds debentures, mortgage or other securities may either socially charged upon all or any part of the property of the company and its uncalled capital or not so charged.

(5) To Secure the fulfillment of any contracts or engagements entered into by the company by mortgage or charges of all or any of the property of the company and its uncalled capital for the time being or in such manner as they may think fit.

(6) To except from any member, as far as may be permissible by law, surrender of his share or any part thereof, on such terms and conditions as shall be agreed.

(7) To appoint any person to accept and hold interest for the company any property belonging to the company in which it is interested, or for any other purpose; and to execute and do all such deeds and things as may be required in relations to any trust, and provide for the remuneration of such trustee or trustees.

(8) To institute, conduct, defend, compound or abandon any legal proceedings by or against the company or its officer, or otherwise concerning the affairs of the company, and also to compound and allow time for payment or satisfaction of any debts due and of any claim or demand by or against the company to refer any differences to arbitration and observe and perform any award made thereon.

(9) To act on behalf of the company in all matters relating to bankrupts and insolvents.

(10) To make and give receipts, release and discharges for money payable to the Company and for the claims and demands of the company.

(11) Subject to the provisions of the section 292.295, 369, 370 and 372 of the Act. To invest and deal with any moneys of the company not immediately required for the purpose thereof upon such security (not being share of his company) or without security and in such manner they may think fit, and from time to time vary or realise such investments. Save as provided in section 49 of the Act , all investment shall be made and held in the company’s own name.

(12) To execute in the name and on behalf of the company in favour of any Director or other person who may incur any personal liability whether as principal or surety, for the benefit of the company, such mortgages of the company’s property (present and future) as they think fit, and any such mortgage may contain a power of sale and agreement as shall be agreed upon.

(13) To determine for time to time who shall be entitled to sign, on the Company’s behalf, notes, receipts, acceptance, endorsement, cheques, dividends warrants, relates, contracts and documents and to give necessary authority for such purpose.

(14) To distribute by way of bonus amongst the staff of the company a share or shares of in the profits of the company and to give to any officer or other person employed by the company a commission on the profits of any particular business or transaction, and to charge such bonus or commission as part of the working expenses of the company.

144.                      The Company shall not appoint or employ at the same time more than one of the following categories of managerial personnel, namely.

[a] Managing Director and

[b] Manager

 

THE SEAL

146.                      (a) The board shall provide a common seal for the purpose of the company, and shall have power for time to time to destroy the same and substitute a new seal in lieu thereof and the board shall provide for the safe custody of the seal for the time being, and the seal shall never be used except by the authority of the board or a committee of the board previously given.

(b) The company shall also be at liberty to have an official seal in Accordance with section 50 of the act, for use in any territory, district or place outside INDIA.

(c) Every deed or other instrument to which the seal of the company is required to be affixed shall, unless the same is executed by a duly constituted attorney, be signed by the two Directors or one Director and secretary or some other person appointed by the board for the purpose; provided in respect of the share certificates, the seal shall be affixed in accordance with Article 19(a).

 

DIVIDENDS

147.                      The profit of the company, subject to the provisions of sections 205 to 208 of the Act and subject to any special rights relating thereto created or authorised to be created by these Articles, shall be divisible among the members in proportion to the amount of capital paid up or credited as paid up on the shares by them respectively.

  1. The Company in General Meeting may declare dividends to be paid to members according to their respective rights, but no dividends shall exceed the amount recommended by the Board, but the company in general meeting may declare as smaller dividend.
  2. No dividend shall be declared or paid otherwise than out of profits of the financial year arrived at after providing for depreciation in accordance with the provisions of section 205 of the Act or out of the profits of the company for any previous financial year or years arrived at after providing for depreciation in accordance with these provisions and remaining undistributed or out of both:

Provided that :

(a) If the company has not provided for depreciation for any previous financial year or years it shall, before declaring or paying a dividend for any financial year for such depreciation or out of the profits of any other previous financial year or years.

(b) if the company has incurred any loss in any previous financial year or rears the amount of the loss or an amount which is equal to the amount provided for depreciation for that year or those years which ever is less , shall be set off against the profits of the company for the year for which dividend is proposed to be declared or paid against the profits of the company for any previous financial year or years, arrived at in both cases after providing for depreciation in accordance with the provision of sub-section (2) of section 205 of the act, or against both.

150.                      The declaration of the board as to the amount of net profit of the company shall be conclusive, subject to the provisions of the act.

  1. [a] The Board may from time to time, pay to the members such interim dividends as in their judgement the position of the company justifies.

[b] Where capital is paid in advance of calls , such capital may carry interest but shall not in respect thereof confer a right to dividend or participation in profits.

152.                      [a] All dividends shall be appointed and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly.

[b] The board may retain the dividends payable upon shares in respect of which any person is under Article 61 entitled to become a member or which any person under that article is entitled to transfer, until such person shall become a member, in respect of such shares or shall duly transfer the same.

153.                      Any one of several persons who are registered as the joint holders of any share may give effectual receipts for all dividends or bonus and payments on account of dividends or bonus or other moneys payable in respect of such shares.

  1. No. Members shall be receive payment of any interest or dividends in respect of his share or shares or otherwise howsoever either alone or jointly with any other person or persons; and the board may deduct from the interest or dividend payable to any member or sum of money so due from him to the company.
  2. A transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer.
  3. Unless otherwise directed, any dividend may be paid by cheque or warrants by pay-slip or receipt having the force of a cheque or warrant sent through the post to the registered address of the member or person entitled or in case of joint holders to that one of them first name in the register in respect of the joint holdings. every such cheque or warrants shall be made payable to the order of the person to whom it is sent. The Company shall not be liable or responsible for any cheque or warrant or pay-slip or receipt lost in transmission, or for and dividend lost to the member or person entitled thereto by the forget endorsement of any cheque or warrant or the forged signature on any pay-slip or receipt or the fraudulent recovery of the dividend by any other means.
  4. Where the company has declared a dividend but has not been paid or the dividend warrant in respect thereof has not been posted within the time stipulated by Companies Act from the date of declaration to any shareholder entitled to the payment of the dividend, the Company shall within 7 days from the date of expiry of the said period of the time stipulated by Companies Act, open a special account in that behalf in any scheduled bank called "Unpaid Dividend or (Name of the Company) Ltd." and transfer to the said account, the total amount of dividend which remains unpaid or in relation to which no dividend warrant has been posted.

Any money transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed for such period as may be specified under the Companies Act, 1956 from time to time from the date of such transfer, shall be transferred by the company to such Fund/Account as the Central Government may specify. A claim to any money so transferred to the said Fund/ Account may be preferred to the Central Government by the shareholders to whom the money is due.

No unclaimed or unpaid dividend shall be forfeited by the Board.

158.                      Any general meeting declaring a dividend may on the recommendation of the Directors make a call on the members of such amount as the meeting fixes, but so that a call on each member shall not exceed the dividend payable to him and so that the call is made payable at the same time as the dividend; and the dividend may, if so arranged between the company and the member, be set off against this calls.

CAPITALIZATION

159.                      (a) The company in General Meeting may resolve that any moneys , investments or other assets forming part of the undivided profits of the company standing to the credit of the reserve funds or any capital Redemption reserve account, or in the hands of the company and available for dividend (or representing premium received on the issue of shares and standing to the credit of the share Premium account) be capitalised and distributed amongst such of the share holders are would be entitled to receive the same if distributed by way of dividend and in the same proportions on the footing that they become entitled thereto as capital and that all or any part os such capitalised fund be applied on behalf of such shareholders in paying up in full either at par or at such premium as the resolution may provide, any unissued shares or debentures of the company which shall be distributed accordingly or in or towards payment shall be accepted by such shareholders in full satisfaction of their interest in the said capitalised sum, provided that a share premium Account and capital redemption Reserve Account may for the purpose of this Article, only be applied in the paying of any unissued shares to be issued to members of the company as fully paid bonus shares.

(b) A general Meeting may resolve that any surplus money arising for the realisation of any capital assets of the company, or any investments representing the same or any other undistributed among the members on the footing that they receive the same as capital.

(c) For the purpose of giving effect to any resolution other the preceding paragraphs of this article, the board may settle any difficulty which may arise in regard to the distribution as it thinks expedient and in particular may issue fractional certificates, and may fix the value for distribution of any specific assets, and may determine that such payments shall be made to any member upon the footing of the value so fixed or that fraction of list value that Rs. 10/- may be disregarded in order to adjust the rights of all parties and may west any such cash or specific assets, intrusties upon such trusts for the person entitled to the dividend or capitalised fund as may seem expedient to the Board. Where requisite, a contract shall be delivered to the registrar for registration in accordance with section 75 of the company’s Act 1956, and the board may appoint any person to sign such contract on behalf of the persons entitled to the dividend or the capitalized funds, and such appointment shall be effective.

WINDING UP

174.                      The liquidator on any winding up (whether voluntary, under supervision or compulsory) may, with the sanction of a special resolution but subject to the rights attached to any preferences share capital, divided among the contributories as the liquidator , with the like sanction, shall think fit.

INDEMNITY AND RESPONSIBILITY

175.                      Subject to the provisions of section 210 of the act, every officer or agent for the time being of the company shall be indemnified our of the funds of the company against all liability incurred by him in defending any proceedings, whether civil or criminal, in Which judgment is given in his favour or in which, he is acquitted or discharged or in connection with any applicable under Section 633 of the Act in which relief is granted to him by the court.

SECRECY

176.                      (a) Every Director, Manager, Auditor, Treaurer, Trustee, Member of a Committee, Officer, Servant, Agent, Accountant or other person employed in the business company shall, if so required by the Directors, before entering upon his duties, sign declaration pledging himself to observe strict secrecy respecting all transactions and affairs of the company with the customer and the state of accounts with individuals and in matters relating thereto and shall be such declarations pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required so to do by the Directors or by the law or by the persons to whom such matters relate except so far as may be necessary in order to comply with any of the provisions in these present contained.

(b) No member shall be entitled to visit or inspect any works of the company without the permission of the directors or to require discovery of or any information respecting any details of the company’s trading, or any matter which may relate to the conduct of the business of the company and which in the opinion of the Directors, it would be inexpedient in the interest of the company to disclose.

 

 

MATERIAL CONTRACTS & INSPECTION OF DOCUMENTS.

The contracts mentioned in para `A' below (not being contracts entered into in the

ordinary course of business carried on by the company or entered into for more than

two years before the date of this prospectus) which are or may be deemed to be

material have been entered into by the company Copies of these contracts together with

the copies of the documents referred to in par B below have been delivered to The

Registrar of Companies, Delhi & Haryana for registration and may be inspected

at the registered of the company between 10.00 am to 1.00 on any working day from the

date of this prospectus until the closing of the subscription list.

A. MATERIAL CONTRACTS :

1. Memorandum of Understanding dated 01.09.2000 signed with M/s UTI Bank Limited to act as Lead Managers to the Issue.

2. Memorandum of Understanding dated 02.11. 2000 signed with Karvy Consultants

Limited to act as Registrars to the Issue.

 

B. DOCUMENTS FOR INSPECTION

 

1. Memorandum and Articles of Association of the Company.

2. Certificate of Incorporation dated 14th September 1992 and the certificate of Commencement of Business dated 17th October, 1992

3. Copy of the resolution passed under section 81(1A) of the Companies Act, 1956 at the Extra-Ordinary General Meeting of members of the Company held on June 19, 2000.

4. Copy of Ordinary Resolutions passed by the Company under Section 293 (1) (a) and 293 (1) (d) of the Companies Act on 25th September, 2000.

5. Audited annual accounts of the company for the period ended 30th June, 2000, 30th June,1999 ,31st March ,1998, 31st March ,1997, 31st March ,1996.

6. Auditor`s report dated 3.10.2000

7. Auditors certificate dated 3.10.2000, as regards the Tax benefits available to the company and its members.

8. Consent of Lead Managers to the Issue, Registrars to the Issue, Directors, Company Secretary, Legal Advisors to the Issue, Legal Advisors to the Company, Bankers to the Issue, Bankers to the Company, to act in their respective capacities.

9. Copies of the initial listing applications made to the Stock exchange at New Delhi

and Mumbai,.

10. Copy of the Leave and License Agreement dated March 1,2000 with M/s Ess Gee International Pvt. Ltd. to use the premises as the Registered Office of the company.

11. Copy of the License Agreement dated May 15, 2000 with Department of Telecommunications for provision of internet service.

12. Copy of Memorandum of Understanding dated May 8, 2000 with BCM Services India Ltd. for Medical Transcription Services.

13. Copy of Memorandum of Understanding dated March 24, 2000, with M/s Media Magic (India) Pvt. Ltd. for Net Telephony Services.

14.  Copy of the Agreement dated May 15, 2000, with M/s James Martin & Co. India Pvt. Ltd. for Technical and Conceptual expertise consultancy to the company.

15. Copies of the Agreements with M/s Mass Software Services Inc.

16. Copy of the power of attorney executed by the Directors authorising the constituted

attorneys to make necessary corrections in and to sign prospectus.

17.Copy of the letter of intent from IDBI, No. 182/CFD(VI)/EIL dated September 06,2000 sanctioning a Term Loan of Rs.95 million and the appraisal report prepared by IDBI .

18.  Copy of the letter from Software Technology Parks of India ( Noida) giving approval for setting up 100 % Export Oriented unit under STP Scheme for development/ manufacture of Computer Software.

  1. Copy of the Board Resolution dated ___________, 2000 authorising the Registrars

Karvy Consultants Limited to sign the stockinvests on behalf of the Company.

20.  Copies of the confirmed orders received by the company from various clients.

21.Copy of the Memorandum of Understanding entered by Mr. Ajay Batra and Mrs Anita

Dham for the purchase of Excel Infotech Limited.

22.  Copies of the various agreement entered by the company with different parties for the

company's portal IndiaAutoBiz.com.

 

 

PART III

DECLARATION :

That all the relevant provisions of the Companies Act,1956 and the guidelines issued by the Government, SEBI etc. have been complied with and no statement made in the Prospectus is in contrary to the provisions of the Companies Act, 1956 and the guidelines issued by the Government, SEBI etc. and rules thereunder.

SIGNED BY DIRECTORS :

Shri G.S Maheshwari

(By his constituted attorney Mr.------------)

Shri D.S. Malik

(By his constituted attorney Mr.------------)

 

Shri.Arvind Dham

(By his constituted attorney Mr.------------)

 

Shri B.Lugani

(By his constituted attorney Mr. -----------------)

 

Smt. Anita Dham

(By her constituted attorney Mr.--------------)

Smt Aarti Jain

(By his constituted attorney Mr.------------)

 

Place : Delhi

Date :