Disclaimer from Our Company, our Directors and the BRLM
Our Company, our Directors and the BRLM accept no responsibility for statements made otherwise than in the Draft Red Herring Prospectus or in the advertisements or any other material issued by or at instance of the above mentioned entities and that anyone placing reliance on any other source of information, including our website, www.aravaliinfrapower.com, would be doing so at his or her own risk.
Caution
The BRLM accept no responsibility, save to the limited extent as provided in the Agreement dated September 15, 2010 entered into between the BRLM and our Company and the Underwriting Agreement to be entered into between the Underwriters and our Company.
All information shall be made available by us, the BRLM and the Underwriters to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road show presentations, in house research or sales reports, at bidding centres or elsewhere. Neither our Company nor any member of the syndicate would be liable to bidders for any failure in downloading the Bids due to default in any software / hardware system or otherwise.
The BRLM and its associates and affiliates may engage in transactions with and perform services for our Company and associates of our Company in the ordinary course of business and have engaged, or may in future engage, in investment banking transaction with our Company and associates of our Company for which they have received and may in future receive, compensation.
Investors / Bidders in the Issue will be required to confirm and will be deemed to have represented to our Company and the Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire our Equity Shares and will not offer, sell, pledge or transfer the Equity Shares of our Company to any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the Underwriters and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares of our Company.
Disclaimer In Respect of Jurisdiction
This issue is being made in India to persons resident in India (including Indian nationals resident in India who are majors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest in shares, Indian mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission if any), trust registered under the Societies Registration Act, 1860, as amended from time to time or any other trust law and who are authorised under their constitution to hold and invest in shares), permitted insurance companies, pension funds and to NRIs , FIIs, Venture Capital Funds and Foreign Venture Capital Investors registered with SEBI. The Draft Red Herring Prospectus does not, however, constitute an invitation to subscribe to Equity Shares issued hereby in any other jurisdiction to any person to whom it is unlawful to make an issue or invitation in such jurisdiction. Any person into whose possession the Draft Red Herring Prospectus comes is required to inform himself / herself about and to observe any such restrictions. Any disputes arising out of this issue will be subject to the jurisdiction of appropriate courts at Delhi, India only. 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 the Draft Red Herring Prospectus has been filed with the SEBI for its observations and SEBI has given its observation. Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or indirectly, and the Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of the Draft Red Herring Prospectus nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of the company since the date hereof or that the information contained herein is correct as of any time subsequent to this date.
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The Equity Shares have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares are only being offered and sold (i) in the United States to “qualified institutional buyers”, as defined in Rule 144A of the Securities Act in reliance on Rule 144A under 233 the Securities Act, and (ii) outside the United States to certain persons in offshore transactions in compliance with Regulation S under the Securities Act.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Disclaimer Clause of BSE
As required, a copy of the Draft Red Herring Prospectus has been submitted to the BSE. The Disclaimer Clause as intimated by BSE to our Company, post scrutiny of the Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus prior to filing with the RoC.
Disclaimer Clause of NSE
As required, a copy of the Draft Red Herring Prospectus has been submitted with National Stock Exchange of India Limited (hereinafter referred to as NSE). The Disclaimer Clause as intimated by NSE to our Company, post scrutiny of the Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus prior to filing with the RoC.
Filing
A copy of the Draft Red Herring Prospectus has been filed with the Corporate Finance Department of SEBI at Plot No. C4-A, “G” Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051.
A copy of the Red Herring Prospectus, along with the documents required to be filed under section 60B of the Companies Act would be delivered for registration to the RoC and a copy of Prospectus to be filed under Section 60 of the Companies Act would be delivered for registration to the Registrar of Companies, NCT of Delhi & Haryana, IFCI Tower, Nehru Place, New Delhi - 110 019.
Listing
Applications have been made to the BSE and NSE for permission to deal in and for an official quotation of our Equity Shares. Our existing Equity shares are not listed on any stock exchange in India. BSE shall be the Designated Stock Exchange with which the basis of allotment will be finalized for the QIB, Non- Institutional portion and Retail portion.
If the permissions to deal in and for an official quotation of our Equity Shares are not granted by any of the Stock Exchanges mentioned above, our company shall forthwith repay, without interest all monies received from the applicants in pursuance of the Draft Red Herring Prospectus. If such money is not repaid within 8 days after our company becomes liable to repay it (i.e. from the Date of Refusal or within 10 working days from the date of Bid/Issue closing date whichever is earlier), then our Company, and every director of our Company who is an officer in default shall, on and from expiry of 8 days, will be jointly and severally liable to repay such application money with interest at the rate of15% per annum on application money as prescribed under Section 73 of the Companies Act.
Our Company together with the assistance of the BRLM shall ensure that all steps for the completion of the necessary requirements for listing and commencement of trading at all the Stock Exchanges mentioned above are taken within 12 working days of the Bid Closing Date.
Impersonation
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A of the Companies Act, which is reproduced below:
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“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.”
Consents
Consents in writing of (a) our Promoter, Directors, Company Secretary and Compliance Officer, (b) the Auditors, (c) Legal Advisor, (d) Bankers to our Company, (e) Book Running Lead Manager, (f) Registrar to the Issue, (g) Bankers to the Issue,(h) Syndicate Members and (i) IPO Grading Agency to act in their respective capacities, have been obtained and would be filed along with a copy of the Red Herring Prospectus with the RoC, NCT of Delhi & Haryana as required under Sections 60 and 60B of the Companies Act and such consents have not been withdrawn upto the time of delivery of the Red Herring Prospectus for registration with the RoC, NCT of Delhi & Haryana. Consents in writing of the underwriters will be obtained and filed along with the final prospectus and other relevant documents required to be filed under Section 60 of the Companies Act with RoC, NCT of Delhi & Haryana.
M/s KRA & Co., Chartered Accountants, our Statutory Auditors have also given their written consent for inclusion of their report in the form and context in which it appears on page 99 in the Draft Red Herring Prospectus and such consent and report have not been withdrawn upto the time of delivery of a copy of the Red Herring Prospectus for registration with the Registrar of Companies, NCT of Delhi & Haryana, New Delhi.
Expert Opinion
Except as stated (a) in the section titled “Financial Statements” on page 99, (b) the “Statement of Tax Benefits” appearing on page 36, (c) the report provided by [●], IPO Grading Agency and given in annexure on page [●] furnishing the rationale for its IPO Grading, we have not obtained any other expert opinion. Expenses of the Issue
The expenses of this Issue include, among others, underwriting and management fees, selling commission, printing and distribution expenses, legal fees, statutory advertising expenses and listing fees. The estimated Issue expenses are as follows:
Particulars Amount Rs. Lakhs* % of Issue Size* % of Issue Expenses*
BRLM / Syndicate member fee [●] [●] [●]
Underwriting & Selling Commission [●] [●] [●]
Advertising & Marketing expenses [●] [●] [●]
Registrar fee [●] [●] [●]
Printing, Stationary, Dispatch [●] [●] [●]
Other expenses (including listing fee, SEBI filing fee, IPO Grading expenses, Legal Counsel fee, Depository charges, Auditor’s fee, etc.)
[●] [●] [●]
Total [●] [●] [●]
* Will be incorporated after finalisation of the issue price at the time of the Prospectus. Fees Payable to the BRLM
The fees payable to the BRLM (including underwriting commission and selling commission) for the Issue will be as per the engagement letter from our Company to the BRLM and the Agreement dated September 15, 2010 executed between us and BRLM, copy of which are available for inspection at our registered office.
153 Fees Payable to the Syndicate Members
The fees payable to the Syndicate Members (including underwriting commission and selling commission) for the Issue will be as per the engagement letter dated from our Company to the Syndicate Members copy of which is available for inspection at our registered office.
Fees Payable to the Registrar to the Issue
The fees payable to the Registrar to the Issue will be as per the Agreement between Registrar to the Issue and our company dated September 13, 2010, a copy of which is available for inspection at our Registered Office.
Adequate funds will be provided to the Registrar to the Issue by our Company to enable them to send refund orders or Allotment advice by registered post / under certificate of posting.
Previous Public / Rights Issues
Our Company has not made any public or rights issue of Equity Shares/Debentures since incorporation. Issue of Shares otherwise than for Cash
Except as per details given below, our Company has not issued any Equity Shares for consideration other than cash since incorporation.
Date of allotment No. of shares allotted
Nature of allotment
Particulars March 14, 2003 1,40,000 Other than
cash
Consideration for the acquisition of Partnership Firm viz. Aravali Zinc & Alloy
March 31, 2007 18,11,700 Bonus Issued by utilizing the amount lying to the credit of Securities Premium, General Reserve and Profit & Loss Account
June 07, 2007 86000 Other than cash
Consideration for the acquisition of Partnership Firm viz. Pioneer Construction Company
December 19, 2007 37,09,400 Bonus Issued by utilizing the amount lying to the credit of General Reserve
Febuary 29, 2008 10000 Other than cash
Consideration for the acquisition of Properitorship Firm viz. Techno Engineering Company
Commission and Brokerage on Previous Equity Issues
Since this is the Initial Public Issue of our Equity Shares, no sum has been paid or is payable as commission and brokerage for subscribing to or procuring or agreeing to procure subscription for any of our Equity Shares since our incorporation.
Promises v/s Performance
Neither we, nor any of our Subsidiaries and Promoter Group Companies have made any public issue in past. Hence Promise v/s Performance is not applicable.
Listed Ventures of Promoter
Our promoter does not have any listed ventures. Outstanding Debenture or Bond Issues
As on the date of filing of the Draft Red Herring Prospectus with SEBI, our Company does not have any outstanding Debentures or Bonds.
Outstanding Preference Shares
As on the date of filing of the Draft Red Herring Prospectus with SEBI, our Company does not have outstanding Preference Shares.
154 Stock Market Data for Our Equity Shares
This being an initial public offering of the Equity Shares of our Company, the Equity Shares are not listed on any stock exchange and hence no stock market data is available.
Mechanism for Redressal of Investor Grievances
The Agreement between the Registrar to the Issue and our Company provides for retention of records with the Registrar to the Issue for a period of atleast one year from the date of closing of this Issue.
All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details including name, address of the applicant, application number, number of shares applied for, amount paid on application, depository participant, demat account number and the bank branch or collection centre where the application was submitted.
All grievances relating to the ASBA process may be addressed to the SCSB, giving full details such as name, address of the applicant, number of Equity Shares applied for, amount paid on application and the Designated Branch or the collection centre of the SCSB where the Bid cum Application Form was submitted by the ASBA Bidders.
Our Company has constituted “Corporate Governance and Investor Grievances Committee” to look into the redressal of shareholder / investor complaints such as Issue of duplicate / split / consolidated share certificates, allotment and listing of shares and review of cases for refusal of transfer / transmission of shares and debentures, complaints for non receipt of dividends etc. For further details on this committee, please refer under the head ‘Our Management - Corporate Governance’ on page 85 of the Draft Red Herring Prospectus.
As on the date of filing of the Draft Red Herring Prospectus with SEBI, no investor complaints are pending with us.
Disposal of Investor Grievances
We estimate that the average time required by us or the Registrar to the Issue or the SCSBs in case of ASBA Bidders for the redressal of routine investor grievances shall be 10 working days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, we will seek to redress these complaints as expeditiously as possible.
We have appointed Mr. Niraj Kumar, Company Secretary as the Compliance Officer and he may be contacted at the following address in case of any pre-Issue or post-Issue-related problems:
Company Secretary and Compliance Officer
Mr. Niraj Kumar, Company Secretary & Compliance Officer Aravali Infrapower Limited
G - 29, 3rd Floor
Vardhaman Tower, Near PVR Sonia Vikas Puri, New Delhi - 110 018 Tel.: +91 11 2854 1826 - 8 Fax: +91 11 2854 1823
Website : www.aravaliinfrapower.com
Email : [email protected]
Changes in Auditors during the last five years
Following are the details of change in our Auditors during the last five years. Sr
No.
Name of the Auditor Firm Date of Appointment
Date of Resignation
Reason 1 M/s. Mahalwala & Co., Chartered Accountants,
53, Sector-29, Faridabad
155 Sr
No.
Name of the Auditor Firm Date of Appointment
Date of Resignation
Reason 2 M/s. B. Kakkar and Associates, Chartered
Accountants, 72-A, First Floor, Sant Nagar, East of Kailash, New Delhi-110065
20.07.2009 30.04.2010 Resignation 3 M/s. K.R.A. & Co. Chartered Accountants, H-
1/109,Garg Tower, Netaji Subhash Place, Pitampura, New Delhi-110034
05.05.2010 - -
Capitalisation of Reserves or Profits
We have issued bonus shares on March 31, 2007 and December 19, 2007, details of which are mentioned under ‘Notes to Capital structure’ appearing on page 18 of the Draft Red Herring Prospectus.
Revaluation of Assets
We have revalued our property located at plot no D-7, Phase II Eldeco Sidcul Industrial Park, Sitarganj, Uttrakhand. The said property was revalued at Rs. 1421.07 lakhs with revaluation amount of Rs. 1,104.15 Lakhs as per the report of Mr. M. Choudhary & Associates, Chartered Valuer and Chartered Engineer dated November 01, 2007.
Parekh Electrawire Industries Limited was merged in our Company pursuant to a scheme of arrangement approved by the Hon’ble High Court of Delhi and Gujarat dated March 23, 2009 and August 31, 2009 respectively with appointed date being April 1, 2008. Parekh Electrawire Industries Limited had a revaluation reserve of Rs. 21.06 Lakhs in its books of accounts on account of revaluation of Plant and Machinery and the said revaluation was carried in the books of our Company subsequent to the merger.
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