Promoters & Promoter Group
i. Promoter 22,53,750 31.78 22,53,750 21.79
ii. Promoters group 20,00,100 28.20 20,00,100 19.34
iii. Persons Acting in Concert 28,38,950 40.02 28,38,950 27.45
Total Promoter and Promoter Group (A) 70,92,800 100.00 70,92,800 68.58 B. Non-Promoter’s Holding
Employees - - 3,25,000 3.14
Public - - 29,25,000 28.28
Total Non-Promoter Holding (B) - - 32,50,000 31.42
Total 70,92,800 100.00 1,03,42,800 100.00
6. There has been no sale or purchase of Equity Shares of the Company by the Directors / Promoters and Promoter Group, during the period of six months preceding the date on which the Prospectus is filed with SEBI.
7. There are no partly paid up Equity Shares as on the date of Prospectus.
8. On the date of filing the Prospectus with SEBI, there are no outstanding financial instruments or any other rights, which would entitle the existing Promoters or shareholders, or any other person any option to receive Equity Shares after the Issue.
9. No further issue of capital whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner will be made by the Company during the period commencing from submission of the
Red Herring Prospectus with SEBI till the equity shares referred to in this Prospectus have been fully paid up and shares are listed or application money is refunded in case of failure of the Issue.
10. The Company presently does not have any intention or proposal to alter its capital structure for a period of six months from date of opening of the Issue, by way of split/consolidation of the denomination of Equity shares or further issue of Equity shares (including issue of securities convertible into Equity Shares) whether preferential or otherwise. However, during such period or a later date, it may issue Equity Shares pursuant to the plan or issue Equity shares or securities linked to equity shares to finance an acquisition, merger or joint venture or as consideration for such acquisition, merger or joint venture, or for regulatory compliance or such other scheme of arrangement if an opportunity of such nature is determined by its Board of Directors to be in the interest of the Company.
11. The Promoters and Directors of the Company and Book Running Lead Manager of the Issue have not entered into any “Buyback” or “Standby” or similar arrangement for the purchase of Equity Shares offered through the Prospectus.
12. The Company has not raised any bridge loans against the proceeds of this Issue. For details on use of proceeds, see the section titled “Objects of the Issue” on page no. 23 of this Prospectus.
13. The Company has not issued any shares for consideration other than cash.
14. At any given point of time there shall be only one denomination for a class of Equity Shares of the Company, unless otherwise permitted by law and the Company shall comply with disclosures and accounting norms as may be specified by SEBI from time to time.
15. The Equity Shares offered through this public issue shall be made fully paid up and the unpaid Equity Shares may be forfeited within 12 months from the date of allotment of shares in the manner specified as per clause 8.6.2 of the SEBI (Disclosure of Investor Protection) Guidelines.
16. The Company has not issued any bonus shares out of revaluation reserves or reserves without accrual of cash resources.
17. The Company has not offered any Employees Stock Option Scheme or Employees Stock Purchase Scheme for its employees.
18. The company has 91 shareholders as on the date of filing of this Prospectus with the SEBI.
19. A Bidder cannot make a Bid for more than the number of Equity Shares offered through this Issue, subject to the maximum limit of investment prescribed under the relevant laws applicable to each category of investor.
20 . Only Eligible Employees would be eligible to apply in this Issue under the Employee Reservation Portion on competitive basis. Bid/ Application by Eligible Employees can be made also in the “Net Issue to the Public” and such Bids shall not be treated as multiple Bids.
21. Under-subscription, if any, in the Employee Reservation Portion will be added back to the Net Issue. In case of under subscription in the Net Issue, spill-over to the extent of under-subscription shall be permitted from the Employee Reservation Portion to the net public Offer.
22. Not more than 50% of the Net Issue to the public shall be allocated to QIBs on a proportionate basis out of which 5% shall be available for allocation on proportionate basis to Mutual Funds only and the remainder shall be available for allotment on a proportionate basis to QIBs and Mutual Funds, subject to valid bids being received from them at or above the Issue Price. Further, not less than 15% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and the remaining 35% of the Net Issue will be available for allocation to Retail Individual Bidders, subject to valid Bids being received from them at or above the Issue Price. Under-subscription, if any, in any category would be met with spill over from other categories at our sole discretion, in consultation with the BRLM.
23. Our Company has not revalued its assets.
24. In the case of employee reservation category, a single applicant in the employee reservation category can make an application for a number of Equity Shares, which exceed the employee reservation.
25. Investors may note that in case of over-subscription, allotment will be on proportionate basis as detailed in Section titled issue procedure begining on page no.141 of this Prospectus.
26. A Bidder cannot make a Bid for more than the number of Equity Shares offered in this Issue, subject to the maximum limit of investment prescribed under relevant laws applicable to each category of investor. 27. An over-subscription to the extent of 10% of the Net Issue to the Public can be retained for the purpose of
rounding off to the nearest multiple, while finalizing the allotment.
28. We have made the following allotments of Equity Shares in last twelve months before the date of Red Herring Prospectus and the price of Issuance may be lower than the Issue Price:
Date of Name Issue Price No. of Shares
Allotment
20-Nov-2006 Farookh Beharam Daruwala 90 5000
20-Nov-2006 Sridhar Rao 90 5000
20-Nov-2006 K. Subramaniam 90 1000
20-Nov-2006 Shabir Ahmad Abdul Latif 90 5000
20-Nov-2006 Maujibhai P. Maru 90 1000
20-Nov-2006 Irfan Mohsin Karim 90 5000
20-Nov-2006 Vinod Jeshingbhai Patel 100 500
20-Nov-2006 Harpreet Singh Sablok 100 2000
20-Nov-2006 Pritam Singh Sablok 100 2000
20-Nov-2006 Pramila Bhatia 100 2500
20-Nov-2006 Vinod Bhatia 100 2500
20-Nov-2006 Achuta Sachdev 100 1000
20-Nov-2006 Gunvanti G. Gundana 100 2500
20-Nov-2006 Sharda Gupta 100 2500
20-Nov-2006 Bharat Gupta 100 2500
20-Nov-2006 Sakshi Aggarwal 100 500
20-Nov-2006 Rajiv Aggarwal 100 1000
20-Nov-2006 Satish Gupta 100 1000
20-Nov-2006 Salim Peerbhoy 100 5000
20-Nov-2006 Priya Chandiramani 100 10000
20-Nov-2006 Reva Saluja 100 20000
20-Nov-2006 Prem Karla 110 5000
20-Nov-2006 Mahesh G. Maniar 125 1000
20-Nov-2006 Rajnikant G. Maniar 125 1000
20-Nov-2006 Sharda Maniar 125 1000
20-Nov-2006 Bhavana Maniar 125 1000
20-Nov-2006 Bhupatra Sanghrajka 125 80000
20-Nov-2006 Bhupatra Sanghrajka 125 60000
29. Restrictive Covenants of Lenders
The covenants in borrowings from banks, among other things, require us to obtain the bank’s consent to effect any adverse changes in Company’s capital structure, enter into any scheme of amalgamation/ reconstruction, implement any scheme of expansion or diversification or capital expenditure, effect any change in the constitution of the Company, enter into borrowing or non-borrowing arrangements either secured or unsecured with any other bank, financial institution etc., sell or dispose off or create security or encumbrances on the assets charged to bank, repay monies brought in by the promoters, partners, directors, shareholders their friends and relatives, to declare dividend or pay dividend from profits which are not for current year, to invest by way of share capital or lend or advance funds or place deposit with or undertake guarantee obligation on behalf of any other concern.
SECTION V