DRAFT
PROSPECTUS
EIDER e-COMMERCE LIMITED
(Incorporated
on 13th July, 1992 under the Companies Act, 1956 and commenced its
operation on
29th
June , 1993 Formerly known as Citywide
Communications And Computers (India) Limited
Registered
Office :
S.C.O. 147-148 Sector 8 C, Chandigarh
Corporate Office :
S.C.O.
914, NAC Manimajra, Chandigarh 160018
Phone
NO.(0172) 731 964, 735 443, 735 448. Fax No. (0172) 731 761
E-Mail :
admin@indiasales.net
PUBLIC ISSUE OF 96,00,000 EQUITY SHARES OF RS.10/- EACH FOR
CASH AT PREMIUM OF RS. 160/- PER SHARE AGGREGATING RS 163.20 CRORES.
RISK IN RELATION TO THE FIRST
ISSUE
This
being the first issue of the company, there has been no formal market for the
securities of the company. The Issue price should not be taken to be indicative
of the market price of the equity shares after the shares are listed. No
assurance can be given regarding an active or sustained trading in the shares
of the Company nor regarding the price at which equity shares will be traded
after listing.
GENERAL RISKS
"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
Securities and Exchange Board of India nor does Securities and Exchange Board
of India guarantee the accuracy or adequacy of this document”.
"The
Issuer, having made all reasonable inquiries, accepts responsibility for, and
confirms that this 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 Offer Document is true and correct in all
material respects 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
Applications
have been made to the Stock Exchanges at Ludhiana(The Regional Stock Exchange),
Delhi, Mumbai, Ahemdabad and NSE for permission to deal in and for an official
quotation in respect of the Equity Shares being offered in terms of this
Prospectus.
|
LEAD MANAGER TO THE ISSUE ARYAMAN FINANCIAL SERVICES
LIMITED SEBI REGN. NO.:
MB/INM000006807 35, Atlanta, 3rd Floor, Nariman Point, Mumbai – 400 021. Tel. : (022) 282 64 64 / 65 / 66, 288 3134. Fax : (022) 282 64 67. e-mail : aryaman@bom2.vsnl.net.in |
REGISTRARS TO THE ISSUE Karvy Consultants Ltd. SEBI REGN NO – INR000000221 Jeroo Bldg., 1st Floor, Next to
Motwanes, Fort, 137, M. G. Road, Mumbai – 400023. Tel :
022-267 6278 - 6283 - 7307 Fax : 022-267 1237 |
|
ISSUE OPENS ON: |
ISSUE CLOSES ON: |
Earliest
Closing Date:
I N D E X
Particulars
|
Page Nos. |
|
Risk Factors & Management’s Perception |
|
|
Highlights |
|
|
Part - I |
|
|
General
Information |
|
|
Capital
structure of the Company |
|
|
Terms of
the Present Issue |
|
|
Particulars
of the Issue |
|
|
Company,
Management and Project |
|
|
Financial
Performance of the Company |
|
|
Stock
Market Data & Basis for Issue Price |
|
|
Outstanding
Litigation, Defaults, Adverse Events and Material Developments |
|
|
Other
Matters |
|
|
Risk
Factors & Management’s perception thereof |
|
|
Material
Development |
|
|
Part – II |
|
|
General
Information |
|
|
Financial
Information |
|
|
Statutory
and Other Information |
|
|
Main
provisions of the Articles of Association of the Company |
|
|
Material
Contracts and Documents for Inspection |
|
|
PART – III |
|
|
Declaration |
|
ABBREVIATIONS AND GLOSSARY OF THE TERM USED
|
SEBI |
Securities
and Exchange Board of India |
|
ACT |
The
Companies Act, 1956 |
|
RBI |
Reserve
Bank of India |
|
Articles |
Articles
of Association of the Company |
|
Memorandum |
Memorandum
of Association of the Company |
|
NSDL |
National
Securities Depositories Ltd. |
|
CDSL |
Central
Depositories Services India Ltd. |
|
ROC |
The Registrar of the Companies, |
|
“EEL” |
Eider e-Commerce Limited |
|
"EIL" |
Eider Infotech Limited |
|
RBI |
Reserve Bank Of India. |
|
PBDIT |
Profit before Depreciation, Interest & Tax |
|
PAT
|
Profit after Tax |
|
USD |
U S Dollars |
|
INR |
Indian Rupees |
|
Eider
Group Companies |
All Eider Companies & Promoted ventures |
|
ETL |
Eider Technologies Ltd. |
|
EDT |
Electronic Data Transfer |
|
EFT |
Electronic Fund Transfer |
|
EFSL |
Eider Financial Services Limited |
|
NSE |
National Stock Exchange |
|
DSE |
Delhi Stock Exchange |
|
LSE |
Ludhiana Stock Exchange |
|
BSE |
Bombay Stock Exchange |
|
ASE |
Ahemdabad Stock Exchange |
RISK FACTORS (R) AND MANAGEMENTS PERCEPTION (P) THEREOF
INTERNAL
1.
( R
) The cost of project and means of finance included in this Prospectus have not
been appraised by any Financial
Institution or Bank and the utilisation of the issue proceeds is at the total
discretion of the management.
(P) The management of the company comprises professionals and
technocrats with a proven track record and the public issue proceeds will be
utilised only for the objects of the issue as mentioned in the offer document.
The Company believes that it has the professional expertise to estimate the
cost of project and implement the same and it is confident that the assumptions
and data used for estimation of cost of project and future profitability are
realistic.
2.
( R
) There are various litigation pending against the Promoting company /Directors
of the and group companies details of which are given under the head
Litigation/Disputes/Defaults in the offer document on page nos. 65, 66 &
67.
(P) In
the opinion of the Board of Directors none of the litigations are likely to
have an impact on the operations of the Company, since there are no litigations
against the Company.
3.
( R ) The company
has its own Infrastructure at Panchkula & New Delhi but has an
Agreement with the Promoter Company/Group Companies to share its Infrastructure
including buildings and offices in different Indian cities.
(P) Although the Company does not own Infrastructure other than in
Delhi & Panchkula but the Company
has an Agreement with its parent & Group Companies for use of its fully
equipped Infrastructures All over India on excellent Terms resulting in most
beneficial interest to the Company which does save lot of Capital investments
on Infrastructure for the Company.
4.
( R ) Data communication facilities including
internet are being used as delivery mechanism. Security issue poses a risk to
the company.
(P) Company provides offshore and domestic application development
services. For domestic application and products, the company has internal
servers with security mechanisms like firewall, encryption, de-cryption which
prevent unauthorised access to its critical and valuable information. On the
other hand for offshore development only piecemeal data are transferred and
that too in specially encrypted format, which again minimises security risks.
5.
( R ) Company is planning to launch an International
Gateway with Satellite Connectivity at New Delhi subject to approval from
Department of Telecommunication (DOT).
(P) The Application for the Licence from DOT for the Int’l Gateway is
yet to be made by Eider e-Commerce Ltd but the Company finds no difficulty in
obtaining the same.
6.
( R )The company has to make arrangements with bank
for its project ofE-comm - payment b2b/b2c gateway & int’l gateway with direct satellite
bandwidth & e-comm card project
(P) The Company is in discussion with
various Banks for the purpose. The Company does not apprehend any problem for
such a tie-up with any bank as the arrangement envisaged is simple & is in
tune with normal presently adopted banking systems.
EXTERNAL
1.
( R ) The IT industry is subject to high
technological obsolescence risk .
(P) The Company continuously upgrades its courseware, the skill sets
of its employees and its infrastructure facilities to keep abreast of the
latest developments in its line of business. The Company has already
assimilated technologies in the areas of web based technologies.
2.
( R
) The computer industry suffers from high technological obsolescence and high
turnover of trained personnel.
(P) The Company believes the continous introduction and use of newer
software technology and hardwares, tools and development environments as well
as providing the best compensation packages to its engineers. The Company is
hopeful that it shall be able to both retain its trained personnel as well as
keep their technological skills up-to-date.
3.
( R
) The company faces competition from existing companies and new entrants
entering into the Software Business.
(P) The Company has inherent strengths
like well established marketing channels, time tested project management
skills, offshore software facilities and professionally qualified, experienced
and trained manpower, which play a major role in keeping ahead of competition.
4. ( R ) Govt. Cyber Laws/Guidelines has yet not come into force. The
Project schemes mentioned in this prospectus shall subject to change as per the
Govt. of India laws/guidelines in this regard from time to time. Without any
prior notice, to comply with the laws/guidelines of Govt. of India.
5. ( R) Niether the past EPS nor the NAV figures of the company are
justifuing the issue price of Rs.170/-
6. (R)
Information Technology business in which the Company is engaged is witnessing
abnormally high valuation presently and possibilities can not be ruled out that
the same may be not continue in future.
HIGHLIGHTS
1)
Existing profit making Infotech Company for the past
8 years promoted by Leading Listed Telecom Software & I.T. major - Eider
Infotech Ltd.
2)
Forming On-the-ground Distribution Network for Net
distribution on India Sales.net & India homeservice.net and sales network with various strategic
alliances as also a Chain of Top Consultants & OE Suppliers.
3)
Launching internationally acclaimed products with
good potential i.e. e-Comm Payment
Gateway & Int’l Gateway Satellite Bandwidth & e-Comm Card and Internet
Consumer Distribution Projects through In house Technology.
4)
Company is engaged in providing Communication
Software & Networking, web/Internet & e-Comm solutions which are
considered to be high growth areas at present.
5)
Equity shares proposed to be listed on NSE, BSE, ASE,
DSE & LSE.
6)
Sales globalisation effort alongwith EIL with office at New Delhi for Asian Sales &
international office at Toronto, Canada for Western markets Sales being set up.
7)
Eider Group has promoted 02(two) Degree Level full
fledged Engineering Colleges with large investments granting 04 years B.Tech.
Degrees in Computer Science, Telecommunication etc. with a capacity of 1680
engineering Students. The same brings numerous Advantages synergies to the
Company in the areas of Human Resource, Brain pool, Research & Developments
programmes and ideas which is indeed an interest part of the I.T. Business.
NOTE :
INVESTORS MAY NOTE THAT IN THE EVENT OF OVER SUBSCRIPTION,
THE EXECUTIVE DIRECTOR / MANAGING DIRECTOR OF THE LUDHIANA STOCK EXCHANGE
(REGIONAL STOCK EXCHANGE) ALONG WITH THE LEAD MANAGER TO THE ISSUE AND THE
REGISTRAR TO THE ISSUE SHALL BE RESPONSIBLE TO ENSURE THAT THE BASIS OF
ALLOTMENT IS FINALISED IN A FAIR AND PROPER MANNER.
INVESTORS SHOULD REFER ‘BASIS FOR ISSUE PRICE’ BEFORE
MAKING INVESTMENT ON PAGE NO. 65. NEITHER THE PAST EPS NOR THE NAV OF THE
COMPANY IS JUSTIFYING THE ISSUE PRICE OF RS. 170/- PER SHARE.
PART - I
EIDER e-COMMERCE LIMITED
(Incorporated
on 13th July, 1992 under the Companies Act, 1956 under the name
Citywide Communications And Computers (India) Limited and commenced its
operation on 29th June,
1993. The name of the company was changed to Eider e-Commerce Ltd. vide resolution passed on 3rd
February, 2000 and certificate for change of name was obtained on 10th
February 2000.)
Regd.
Office : S.C.O. 147-148 Sector 8 C, Chandigarh
Corporate & Head Office : S.C.O.
914, NAC Manimajra, Chandigarh 160018
Phone NO.
(0172)731964,735443,735448. Fax No. (0172)731761
E-Mail :
eider@glide.net.in
PUBLIC ISSUE OF 96,00,000 EQUITY SHARES OF RS.10/- EACH FOR
CASH AT PREMIUM OF RS. 160/- PER SHARE
AGGREGATING RS 163.20 CRORES.
I. GENERAL
INFORMATION
Eider
e-commerce Limited ( hereinafter referred to as EEL or ‘the Issuer’ or ‘the
Company’ ) is offering for subscription 96,00,000 Equity Shares of Rs.10/- each
for cash at a Premium of Rs.160/- per Share aggregating to Rs.163.20 Crores.
GOVERNMENT APPROVALS
At
present, no letter of intent / industrial license is required for the business
carried on by the Company. The Company
can undertake the activities presently carried out and proposed by it in view
of the above and no further approvals from any Government authority is required.
DISCLAIMER CLAUSES
SEBI DISCLAIMER CLAUSE
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER
DOCUMENTS 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 THE STATEMENTS MADE OR
OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE LEAD MERCHANT BANKER, ARYAMAN
FINANCIAL SERVICES LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE 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 ISSUER
COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE
OF ALL RELEVANT INFORMATION IN THE OFFER DOCUMENT, THE 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 LEAD
MANAGER, M/S.ARYAMAN FINANCIAL SERVICES LIMITED, HAS FURNISHED TO SEBI A DUE DILIGENCE
CERTIFICATE DATED APRIL 28, 2000 IN ACCORDANCE WITH SEBI (MERCHANT BANKERS)
REGULATIONS, 1992, WHICH READS AS FOLLOWS :-
I. 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 PROSPECTUS PERTAINING TO THE SAID ISSUE;
II. ON THE BASIS OF SUCH EXAMINATION AND THE
DISCUSSION WITH THE COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES,
INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING OBJECTS OF THE ISSUE,
PROJECTED PROFITABILITY, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS
AND OTHER MATERIALS 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 AND 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.
III. WE CONFIRM THAT BESIDE OURSELVES, ALL THE
INTERMEDIARIES NAMED IN THE PROSPECTUS ARE REGISTERED WITH SEBI AND THAT TILL
DATE SUCH REGISTRATION IS VALID.
IV.
WE HAVE SATISFIED OURSELVES ABOUT THE
WORTH OF THE UNDERWRITERS TO FULFIL
THEIR UNDERWRITING COMMITMENTS.
V.
WE CERTIFY THAT WRITTEN CONSENT FROM SHAREHOLDERS HAS
BEEN OBTAINED FOR INCLUSION OF THEIR SECURITIES AS PART OF PROMOTERS' CONTRIBUTION SUBJECT TO LOCK-IN AND THE SECURITIES PROPOSED
TO FORM PART OF PROMOTERS' CONTRIBUTION SUBJECT TO LOCK-IN, WILL NOT
BE DISPOSED / SOLD / TRANSFERRED BY THE
PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING
THE DRAFT PROSPECTUS WITH THE
BOARD TILL THE DATE OF
COMMENCEMENT OF LOCK-IN PERIOD
AS STATED IN THE DRAFT PROSPECTUS.
THE FILING OF OFFER DOCUMENT DOES NOT, HOWEVER, ABSOLVE THE
COMPANY FROM ANY LIABILITIES UNDER SECTION 63 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 LEAD MANAGER(S) (MERCHANT
BANKERS) ANY IRREGULARITIES OR LAPSES IN OFFER DOCUMENT.
It should
be noted that Company 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 Company and that anyone placing reliance on any other
source of information would be doing so at his / her own risk.
A copy of
the documents referred to elsewhere in the prospectus has been kept open for
public inspection at the Registered Office of the Company.
FICTITIOUS APPLICATIONS
As a
matter of abundant caution, attention of the applicant is specifically drawn to
the 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 5 years”
IF THE COMPNAY DOES NOT RECEIVE A MINIMUM SUBSCRIPTION
OF 90% OF THE ISSUED AMOUNT ON THE DATE OF CLOSURE OF THE ISSUE, OR IF THE
SUBSCRIPTION LEVEL FALLS BELOW 90% AFTER THE CLOSURE OF THE ISSUE ON ACCOUNT OF
CHEQUES HAVING BEEN RETUNRED UNPAID OR WITHDRAWAL OF APPLICATIONS, THE COMPANY
SHALL FORTHWITH REFUND THE ENTIRE SUBSCRIPTION AMOUNT RECEIVED. IF THERE IS A
DELAY BEYOND 8 DAYS AFTER THE COMPANY BECOMES LIABLE TO PAY THE AMOUNT, THE
COMPANY SHALL PAY INTEREST AS PER SECTION 73 OF THE COMPANIES ACT, 1956.
ISSUE PROGRAMME
THE
SUBSCRIPTION LIST WILL OPEN AT THE COMMENCEMENT OF BANKING HOURS AND WILL CLOSE
AT THE CLOSE OF BANKING HOURS ON THE DATES AS MENTIONED BELOW.
ISSUE OPENS ON :
ISSUE CLOSES ON :
EARLIEAST
CLOSING DATE:
ISSUE
MANAGEMENT TEAM
ARYAMAN FINANCIAL SERVICES LIMITED
SEBI Regn
No. - INM 000006807
35,
Atlanta, 3rd Floor,
Nariman
Point, Mumbai – 400 021.
Tel. :
022-282 64 64/65/66, 288 31 34
Fax :
022-282 64 67
E-mail :
aryaman@bom2.vsnl.net.in
Karvy Consultants Ltd.
Jeroo
Bldg., 1st Floor, Next to Motwane,s Fort,
137,
M.G.Road, Mumbai – 400023.
Tel :
022-267 6278 - 6283 - 7307
Fax :
022-267 1237
E-mail : Karvy.frt@karvy.sprintrprg.ems.vsnl.net.in
Chartered
Accountants
H.L. 187,
Phase – 1,
Mohali,
Ropar, Punjab – 160 055
Phone:
672986
Mr. R.K.
Garg
Advocate
# 1207,
Sector 44-B, Chandigarh
Ph.
602714, 607316
Mobile:
98150 –12714
HDFC Bank
Ltd.
Sector –
11, Panchkula,
Haryana.
Tel : 0172
– 585 601/ 602/ 603/ 604
Fax. No :
The Vyasa
Bank Ltd.
Sector
8-C, Chandigarh
BANKERS TO THE ISSUE
HDFC Bank
Ltd.
Sector –
11, Panchkula,
Haryana.
Tel : 0172
– 585 601/ 602/ 603/ 604
Fax. No :
The Vyasa
Bank Ltd.
Sector
8-C, Chandigarh
CREDIT RATING
As the
issue is of equity shares, credit rating is not required.
UNDERWRITERS TO THE ISSUE
Underwriting
being optional, the Company does not propose to underwrite the issue.
TRUSTEES
Since the
proposed issue is of equity shares only, trustee is not required to be
appointed.
COMPANY SECRETARY & COMPLIANCE OFFICER
Mr. Subhash Saini
S.C.O. 147-148 Sector 8 C,
Chandigarh
(Investors
may contact the compliance officer in case of any pre issue /post issue related
problems)
II. CAPITAL
STRUCTURE OF THE COMPANY
|
|
PARTICULARS |
NOMINAL VALUE (Rs.) |
ISSUE PRICE (Rs.) |
|
A. 3,30,00,000 |
AUTHORISED Equity shares of Rs. 10/- each |
33,00,00,000 |
|
|
B. 2,20,00,000 |
ISSUED SUBSCRIBED & PAID UP CAPITAL Equity
shares of Rs. 10/- each for cash at par |
22,00,00,000 |
|
|
C.
1,00,00,000 |
PRESENT ISSUE Equity
shares of Rs. 10/- each for cash at a Premium
Of Rs. 160/- per share. |
10,00,00,000 |
170,00,00,000 |
|
D.
4,00,000 |
OUT OF THE PRESENT ISSUE Equity
shares of Rs. 10/- each for cash at a premium Of Rs. 160/- per share are
reserved for firm allotment to promoters, friends &
relatives. |
40,00,000 |
6,80,00,000 |
|
E. 96,00,000 |
NOW OFFERED TO PUBLIC IN TERMS OF THIS PROSPECTUS Equity
shares of Rs. 10/ each for cash at a premium
Of Rs. 160/- per share |
9,60,00,000 |
163,20,00,000 |
|
F. 3,20,00,000 |
PAID-UP CAPITAL AFTER THE OFFER Equity
Shares of Rs. 10/- each |
32,00,00,000 |
|
|
G. |
SHARE PREMIUM ACCOUNT Before
the issue After
the issue |
|
40,00,00,000 160,00,00,000 |
In view of the proportionate Basis of
Allotment in the event of over-subscription, to ensure Allotment in marketable
lots (in terms of SEBI RMB (DIP Series) Guidelines 2000, the Company will make
such adjustments in the basis of Allotment as may be necessary in consultation
with the Regional Stock Exchange / Securities and Exchange Board of India and
consequently the allotment may go up by a maximum of 10% of the Net offer to
the public as a result of which the post issue paid up capital after the issue
would also increase by the excess amount of allotment so made. In such an
event, the shares held by the promoters and subjected to lock in, shall be
suitably altered, so as to ensure that 20% of the ultimate post issue capital
is locked in.
NOTES :-
a.
Promoters group is presently holding 100% of the
share capital of the Company. The promoters group’s holding after the issue
shall be 70% of the Post Issue paid up
capital.
b.
Details of Shares held by Promoter group and lock in
period are as follows :-
|
|
Date
of Allotment
|
Date
when made fully paid |
Consideration |
No.
of Shares |
Face
Value Rs. |
Issue
Price Rs. |
%age
of Post Issue Capital |
Lock
in Period # |
|
|
13-07-92 |
13-07-92 |
Cash |
70 |
10/- |
10/- |
|
-- |
|
|
29-09-95 |
29-09-95 |
Cash |
1999930 |
10/- |
10/- |
6.25 |
3 years |
|
|
16.08.96 |
16.08.96 |
Cash* |
2000000 |
10/- |
10/- |
6.25 |
3 Years |
|
|
01.01.97 |
01.01.97 |
Cash** |
2000000 |
10/- |
10/- |
6.25 |
3 years |
|
|
27.06.99 |
27.06.99 |
Other than Cash*** |
2800000 |
10/- |
10/- |
8.75 |
-- |
|
|
30.06.99 |
30.06.99 |
Cash**** |
5000000 |
10/- |
90/- |
15.62 |
|
|
|
30.06.99 |
30.06.99 |
Other than Cash ***** |
8200000 |
10/- |
10/- |
25.62 |
3 Years |
|
|
TO BE ALLOTTED |
|
Cash |
400000 |
10/- |
170/- |
1.25 |
3 Years |
|
|
TOTAL |
|
|
22400000 |
|
|
70.00 |
|
* The
company had made a right issue to the existing share holders of the company in
the ratio of 1:1 vide resolution passed on 16.08.96 in the board meeting.
** The company had made a right issue to the existing share
holders of the company in the ratio of 2:1 vide resolution passed on 01.01.97
in the board meeting.
*** The company had issued 28,00,000 equity
shares at Rs. 10/- to EIDER FINANCIAL SERVICES LTD. in consideration of
sale of 25,00,000 Equity Shares of Rs.
10/- each held by EIDER FINANCIAL SERVICES LTD of EIDER INFOTECH LTD. at a
price of Rs. 11.20 vide an agreement dated 27.06.99
**** 50,00,000
shares were issued to Eider Financial Services Ltd. (EFSL) for clearing of its
debts on 30.06.99. A negotiated deal was entered between EFSL and EEL on 01.01.2000 wherein EFSL was required to
bring in a premium of Rs. 80/- per share in cash for the shares allotted on
30.06.99 aggregating to Rs. 40.00 crores within a period of 18 months from the
date of initial allotment i.e. 30.03.99. Pursuant to the terms of Negotiated
deal EFSL has made an offer to the Shareholders, Employee and Associates of all
Eider Group Companies to participate in the deal by acquiring the said shares
at a premium of Rs.80/- per share. As per SEBI requirement, the amount would be
brought in one day before the date of opening of issue.
***** 82,00,000 shares were allotted to EIDER
INFOTECH LTD. against transfer of e-commerce business (including portals) and
assets (including immovable property) of EIDER INFOTECH LTD. in favour of EIDER
e-COMMERCE LTD. vide an agreement dated 30.06.99.
(#) The lock-in-period for the shares
proposed to be allotted in this issue commences from the date of allotment in
this issue or the last date of the month in which the actual commercial
production starts as declared in the offer document whichever is later.
c.
Details of contribution and lock-in in respect of
promoters whose name figure in the paragraph on “promoters and their
background” :-
|
Sr.
no. |
Name
of the promoter |
Date
of allotment |
Date
when made fully paid up |
Consideration |
No.
of shares |
Face
Value |
Issue
price |
%
of post issue paid up capital |
Lock
in period |
|
1 |
Eider Infotech Ltd. |
30.06.99 01.01.2000* |
30.06.99 01.01.2000 |
Other
than cash Other
than cash |
8200000 3000000 |
10/- 10/- |
10/- 10/- |
35.00 |
Nil 3
yrs |
|
2 |
Eider Financial Services
Ltd. |
27.06.99 30.06.99 01.01.2000* |
27.06.99 30.06.99 01.01.2000 |
Other
than cash Cash Other
than Cash |
2800000 5000000 2999850 |
10/- 10/- 10/- |
10/- 90/- 10/- |
33.75 |
3
yrs |
|
3 |
Ms. Rama Sinha |
01.01.2000* |
01.01.200 |
Cash |
50 |
10/- |
10/- |
0.00 |
3
yrs |
|
4 |
Mr. Sanjay Sinha |
01.01.2000* |
01.01.200 |
Cash |
40 |
10/- |
10/- |
0.00 |
3
yrs |
|
|
Total |
|
|
|
2,19,99,940 |
|
|
68.75 |
|
*
date of transfer from original allottees
d. List of top 10 Shareholders of the Company :-
|
|
|
Number of Shares Held
|
|
|
Sr. No. |
Name of the Top Ten Shareholders |
Ten days prior to date of filing
with SEBI |
On the date of filing with SEBI |
|
1 |
RAMA
SINHA |
50 |
50 |
|
2 |
EIDER
INFOTECH LTD. |
1,12,00,000 |
1,12,00,000 |
|
3 |
EIDER
FINANCIAL SERVICES LTD. |
1,07,99,850 |
1,07,99,850 |
|
4 |
SANJAY
SINHA |
40 |
40 |
|
5 |
EIDER
TECHNOLOTIES LIMITED |
10 |
10 |
|
6 |
SKYTEL
COMMUNICATIONS LIMITED |
10 |
10 |
|
7 |
MR. R.
S. WALIA |
10 |
10 |
|
8 |
MR. N.
K. JAIN |
10 |
10 |
|
9 |
SINHTRON
GASKETS (P) LTD |
10 |
10 |
|
10 |
FANTASY
HOTELS (INDIA) LTD. |
10 |
10 |
|
|
TOTAL |
2,20,00,000 |
2,20,00,000 |
e. List of top 10 Shareholders of the
Company :-
|
Sr. No. |
Name of the Top Ten Shareholders |
Two years prior to filing with
SEBI |
|
1 |
Mr. RAVI
KUMAR |
2999850 |
|
2 |
Mr.
RAJIV KUMAR |
3000000 |
|
3 |
Ms
SUSHMA |
30 |
|
4 |
Ms RUPA |
30 |
|
5 |
Mr. D.
RAM |
30 |
|
6 |
Mr. S.
KUMAR |
30 |
|
7 |
Sh. P.
D. GUPTA |
30 |
|
|
TOTAL |
60,00,000 |
f.
Details of Sale / Purchase of Shares by Promoters
Group / Directors of Promoter
The
detail of purchase of shares of the Company during the past six months by
promoters Group/Directors is as follows:
|
Sr. No. |
Name of the purchaser |
Date of original allotment |
Date of transfer |
No. of shares |
Issue price |
|
|
1. |
Eider
Infotech Ltd. |
13.07.92 29.09.95 16.08.96 01.01.97 |
10 9,99,990 10,00,000 10,00,000 30,00,000 |
01.01.2000 |
30,00,000 |
10/- |
|
2. |
Eider
Financial Services Ltd. |
13.07.92 29.09.95 16.08.96 01.01.97 |
10 9,99,940 9,99,850 9,99,950 29,99,850 |
01.01.2000 |
29,99,850 |
10/- |
|
3. |
Ms.
Rama Sinha |
13.07.92 16.08.96 01.01.97 |
20 10 20 50 |
01.01.2000 |
50 |
10/- |
|
4. |
Mr.
Sanjay Sinha |
13.07.92 01.01.97 |
20 20 40 |
01.01.2000 |
40 |
10/- |
|
5. |
Skytel
Communications Ltd. |
13.07.92 |
10 |
01.01.2000 |
10 |
10/- |
|
6. |
Sinhtron
Gaskets (P) Ltd. |
16.08.96 |
10 |
01.01.2000 |
10 |
10/- |
|
7. |
Eider
Technologies Ltd. |
01.01.97 |
10 |
01.01.2000 |
10 |
10/- |
|
8. |
Mr.
R.S.Walia |
16.08.96 |
10 |
01.01.2000 |
10 |
10/- |
|
9. |
Mr.
N.K.Jain |
16.08.96 |
10 |
01.01.2000 |
10 |
10/- |
|
10 |
Fantasy
Hotels (India) Ltd |
01.01.97 |
10 |
01.01.2000 |
10 |
10/- |
|
|
Total |
|
60,00,000 |
|
60,00,000 |
|
g.
Bridge Loans
There are no "Bridge loans"
and no term loans from Banks. Expenses on the project are being incurred from
promoters equity and Internal Accruals.
h.
Commitment of Issue of Shares in Future.
The Shareholders of the Company do not
hold any warrant, options, convertible loan or any debenture which would
entitle them to acquire further shares of the Company.
i.
In
terms of SEBI clarification No VIII, a minimum of 50% of the net Issue to the
Public shall be made available for Allotment to individual applicants who have
applied for 1000 or less than 1000 Shares. The balance 50% of the net Issue to
the public shall be made available for Allotment to investors including
corporate bodies / institutions and individual applications who have applied
for more than 1000 Shares. The un-subscribed portion of the net Issue to any
one of the above categories shall be made available for allocations in other
categories, if so required.
j.
In
the event of over-subscription, the process of rounding off to the nearest
multiple of 100 shares during allotment may result in the actual allocation
being higher than the equity shares being offered. Final allotment may
therefore be increased by a maximum of 10% of the net offer to the public.
k.
No
single applicant can make an application for number of securities which exceeds
the securities offered.
l.
The
Company has not revalued its assets since inception. However, the Company has
revalued its Investments in the Equity Shares of M/s. Eider Infotech Limited at
price of Rs.632/- on the basis of prevailing Market Price of its Shares.
m.
As
on 01.01.2000, total paid up capital is Rs.22.00 Crores. Total numbers of
Shareholders are Seven.
n.
Present
Shareholding pattern of the Company (No. of Shares)
|
Particulars |
No. of Shares |
%age |
|
Core
Promoters |
2,19,99,950 |
100.00 |
|
Friends,
Relatives & Associates |
50 |
- |
|
Total |
2,20,00,000 |
100.00 |
o.
The minimum contribution by the promoters will be
brought in before the issue opens.
p.
The securities offered through this
public issued shall be made fully paid up or may be forfeited within 12 months
from the date of allotment of the securities.
III. TERMS OF
THE PRESENT ISSUE
TERMS OF PAYMENT
|
PARTICULARS |
TOWARDS SHARE CAPITAL |
TOWARDS PREMIUM |
AMOUNT PAYABLE PER SHARE |
|
On
Application |
Rs. 2.50 |
Rs.
40.00 |
Rs.
42.50 |
|
On
Allotment |
Rs. 7.50 |
Rs.
120.00 |
Rs.
127.50 |
|
PARTICULARS |
ON APPLICATION (RS.) |
ON ALLOTMENT (Rs.) |
|
Promoters / Directors / Employees |
Rs.
170.00 |
Nil |
|
Indian
Public |
Rs.
42.50 |
Rs.
127.50 |
2. Right to attend general meeting and exercise voting rights unless
prohibited by law.
3. Right to vote either personally or by proxy.
4. Right to receive offer for rights shares and be allotted
bonus shares.
5. Right to receive surplus on
liquidation.
6. Right to nominate
INSTRUCTIONS FOR
APPLICANTS
HOW TO APPLY
A) AVAILABILITY
OF PROSPECTUS & APPLICATION FORMS
Application forms along
with Memorandum containing salient features of the prospectus may be obtained
from the Registered office of the Company, Lead Managers, Brokers and Bankers
to the Issue named herein or from their branches, as stated in the Application
Form. A copy of the Prospectus may be obtained from the Lead Manager to the
issue or from the Registered office of the Company.
B) WHO CAN APPLY
Applications
may be made by :-
a.
Indian nationals resident in India who are not minor,
in single or joint names (not more than 3)
b.
Hindu Undivided Families in the individual name of
the Karta.
c.
Companies, Corporate bodies and Societies registered
under the applicable law in India and authorised to invest in the shares.
C)
APPLICATION
PROCEDURE
Application must be :-
1.
Made only in the prescribed application form
accompanying the memorandum.
2.
Completed in full in block letters in English except
signatures in accordance with the instructions contained herein and in the
application form. Applications not so made are liable to be rejected.
3.
For a minimum of 50 equity shares and in multiples of
50 thereafter.
4.
In the name of Resident Indian Individuals, limited
companies, statutory corporations / institutions incorporated in India, Indian
Mutual Funds registered with SEBI and Banks. Applications in the name of
minors, foreign nationals, Trusts not registered under the Societies
Registration Act, 1860, or any other Trust laws, partnership firms or their
nominees will be treated as invalid.
5.
Applicants residing at places where no collection
centers have been opened may submit / mail their applications at their sole
risk along with application money due there unto by Demand Draft to the
Registrar to the Issue, Karvy
Consultants Ltd.superscribing the envelope "EIDER e-COMMERCE LIMITED -
Public Issue " so as to reach the Registrar on or before the closure of
the Subscription List. Such demand drafts should be payable at __________ only.
The charges, if any, for purchase of the demand draft will have to be borne by
the applicant.
6.
All cheques / bank drafts accompanying the
application should be crossed " A/c payee only" and made payable to any of the Bankers to
the Issue and lodged at any of their nominated branches and should bear the
words " EIDER e-COMMERCE LIMITED - Public Issue".
7.
Applicants should indicate the application numbers on
the reverse of the instrument through which the payment is made.
8.
Thumb impression or signature in language other than
English, Hindi or any other language specified in the 8th Schedule of the
Constitution of India must be attested by Magistrate or Notary Public or a
special Executive Magistrate under his official seal.
9.
All communications should be addressed to the
Registrar to the Issue.
10. The
applicant should mention the Application Form number on the reverse of the
instrument through which payment is made.
D) INSTRUCTIONS
FOR PAYMENT
Payments should be made in cash or cheque or demand draft or
Stockinvest drawn on any Bank (including a Co-operative Bank) which is situated
at and is a member or a sub-member of the Bankers’ "Clearing House"
located at the Centers (indicated in the Application Form) where the
Application is accepted. A Separate cheque /demand draft / stockinvest should
accompany each Application.
Money orders, postal orders, outstation cheques or demand
drafts, cheques / draft drawn on banks not participating in the
"clearing" will not be accepted and applications accompanied with
such instruments may be rejected.
In case payment is effected in contravention of the
conditions mentioned herein, the application money will be refunded and no
interest will be paid thereon.
APPLICATION(S) WILL NOT BE ACCEPTED BY THE LEAD MANAGERS OR
REGISTRAR TO THE ISSUE.
APPLICATION BY WAY OF STOCKINVEST
The applicant being an individual
or Mutual Fund only has the option to use stockinvest for applying for Equity
Shares now offered in terms of this Prospectus. Stockinvest can be obtained
from any Bank issuing such instrument in various denominations by making the
necessary applications and depositing the amounts with the respective banks.
The applicant using the Stockinvest should submit the application form to any
of the Bankers to the Issue before closing of the subscription list along with
the Stockinvest after filling in the appropriate amount.
The
applicant may approach the issuing bank for issue of Stockinvest of required
denomination(s) for payment of application money.
1. The
prospective investor, at the time of request for issue of Stockinvest to the
issuing bank may have to :-
a. Indicate
that he agrees to abide by the terms of issue and encashment of the
Stockinvest.
b. Give
irrevocable authority to his bank to mark a lien for the value of the
Stockinvest against the balance held in his savings / current / other deposit
account.
c. Agree
that the issuing bank will not be liable for any damage or consequences arising
out of the loss of these instruments.
2. Banker’s
lien on the applicant’s deposit account will be automatically lifted when :-
a. A
valid instrument is presented by the Controlling Branch of the Collecting Bank.
b. The
cancelled Stock invest is surrendered by the applicant or applicant has not
received the advise of allotment.
c. On
execution of an indemnity bond in
favour of the bank after the expiry of the validity period (i.e. 4
months) of the Stockinvest.
3. The
Stockinvest should bear “Account Payee” and “Non-Negotiable” crossing and will
be payable only to the account of the Issuer Company. i.e. “EIDER e-COMMERCE
LIMITED” Stockinvest should be utilised by the purchaser(s) and the purchaser’s
name / name of one of the purchasers should be invariably 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 on the application
form does not tally, the application would be treated as having been
accompanied by a third party
Stockinvest and is liable for rejection.
4.
Stockinvests are to be used by the purchaser(s) within 10 days of its issue and for this
purpose the last day for use of the Stockinvest for submitting application to
the Bankers to the Issue should be indicated on the face of the Stock invest
with a notation “To be used before”
5.
The Stockinvest will be issued to the applicant in blank
format after authentication of the date of issue by the designated branch. The
Stockinvest duly completed should be submitted along with the application form
to the Bankers to the Issue.
6.
No return will be made to those applicants using Stockinvest
for payment of application money.
7.
In case of non-allotment of Equity Shares, the cancelled
Stockinvest instrument will be returned to the applicant, who will have to
approach the issuing bank branch for lifting of lien.
8.
A ceiling of Rs.50,000/- per individual per capital issue
has been imposed by banks for issue of Stockinvest and these ceiling will not
be applicable to Mutual Funds
Application
with Stockinvest not fulfilling the above criteria are liable to be rejected.
The application using Stockinvest should submit the
Application Form along with the instrument to any of the Bankers to the Issue
or their branches mentioned in the Application Form. The Stockinvest
instruments are payable at par at all the branches of the issuing bank and as
such outstation Stockinvest instruments can be also be attached to the
Application Form, if the issuing Bank has a branch at the place of submitting
the application.
The
applicant has to fill in the following particulars :-
1.
Title of the account i.e. " EIDER e-COMMERCE
LIMITED-Public Issue"
2.
The number of Equity Shares applied for,
3.
The amount payable on the Equity Shares applied for,
4.
The name and address where the Stockinvest should be returned in case of
non-allotment.
5.
The application number on the reverse of the
instrument.
The
instrument should thereafter be signed by the applicant. Service charges, if
any, for issuing Stockinvest must be borne by the applicant.
The
applicant should not fill in the portion to be filed up by the Registrar to the
Issue (right hand portion of the instrument). The Registrar to the Issue will
fill up the right hand portion of the Stockinvest indicating the equity shares
allotted to the applicant and also the amount calculated as follows :-
a.
In case of full allotment, the number of equity
shares and the amount on the right hand side will be the same as the left-hand
side of the instrument.
b.
In case of partial allotment, the number and the
amount after adjusting allotment money, if any, payable in respect of equity
shares so allotted, filled up by the
Registrar (on the right hand side of
the instrument) will be less than or equal to the number and the amount filled
up by the applicant (on the left hand side of the instrument).
c.
In case the allotment in nil, the number and the
amount filled up by the Registrar on the right hand side of the instrument will
be nil.
THE
APPLICANTS MAY APPROACH THE BANK CONCERNED FOR OBTAINING STOCKINVEST AND
DETAILED INSTRUCTIONS FOR THE SAME.
THE
ABOVE INFORMATION IS GIVEN FOR THE BENEFIT OF THE INVESTORS AND THE COMPANY IS
NOT LIABLE FOR ANY MODIFICATION OF THE TERMS OF STOCKINVEST OR PROCEDURE
THEREOF BY ISSUING BANK.
Inquiries
relating to Stockinvest may be addressed only to the Registrar to the Issue and
not to the issuing bank. Registrar to the Issue have been authorised by the
Company vide a Board Resolution passed
on ---------------- to sign on behalf of the Company for realising the proceeds
of the Stockinvest of the successful allottees or to affix non-allotment advice
on the instrument or to cancel the Stockinvest of the non-allottees. The
cancelled instrument shall be sent back by the Registrar to the Investor
directly.
DISPOSAL OF APPLICATION AND APPLICATION MONEY
No receipt
will be issued for application money. However, the Bankers to the issue
receiving the application will acknowledge the receipt of the application by
stamping and returning the detachable acknowledgement slip appended to each
application.
The sum
received in respect of the issue will be kept in separate bank accounts and the
Company will not have any access to the funds unless approval of the Regional
Stock Exchange i.e. Ludhiana Stock Exchange is obtained for the Basis of
Allotment and Listing Approval from the Stock Exchanges where listing is
proposed.
The
Company reserves the full unqualified and absolute right to accept or reject
any application in whole or part and in either case without assigning any
reason thereof.
DISPOSAL OF APPLICATION MADE BY STOCKINVEST
The
procedure for disposal of applications made by cash / cheque / demand draft
will apply mutatis mutandis to Stockinvest except the following:
1.
In case of non-allotment, stockinvest will be
cancelled by the Registrar to the Issue and returned to the applicant.
2.
In case of allotment / partial allotment, the
Registrar to the Issue shall fill in the amount in the stockinvest which would
be less than or equal to the amount filled by the investor and present the
stockinvest duly discharged on behalf of the Company for collection.
3.
In case the cancelled stockinvest is not received by
the investor from the Registrar, lien will be lifted by the issuing branch on
expiry of four months from the date of issue against an indemnity bond from the
applicant.
4.
Inquiries relating to stockinvest may be addressed to
the Registrar and not to the issuing bank.
5.
Multiple applications under a stockinvest are liable
to be rejected as each application is required to be accompanied by a separate
instrument.
SHARE CERTIFICATES / ALLOTMENT
LETTERS / REFUND ORDERS
The
Company shall dispatch, Letter(s) of Allotment/Share Certificate(s) and/or
Letters of Regret together with Refund Orders/Pay Orders, if any, within 10
weeks from the closure of the Issue to the Sole / first named applicant at
his/her sole risk. In case of delay in
refund of such amount beyond the
stipulated period, the Company will pay interest to the applicants at the prescribed rates as per
the provisions of Section 73 of the Act'.
The
Company shall ensure dispatch of Refund Orders of value up-to Rs.1,500/- under
Certificate of Posting and those over
Rs.1,500/- and Share Certificates by
registered post only and that
adequate funds for
the purpose will be made available to the Registrars to the
Issue.
Where
the permission has been applied for dealing and listing of the equity shares in
the stock exchanges referred to above and if such permission has not been
granted by the Stock Exchange within 78 days of closure of the Issue, then the
Company shall forthwith repay with interest all monies received from applicants
in pursuance of this letter of Issue and if any such money is not refunded
within 8 days after the Company becomes liable to repay it (i.e. from the date of refusal or within 70
days from the closure of the subscription list, whichever is earlier), the
Company and every Director of the Company who is an officer in default, shall
on and from the expiry of
the 8 days be jointly and severally liable to repay the money with
interest @15 % p.a. If however an
appeal against the decision of any recognised Stock Exchange refusing
permission for the shares to be dealt in the Stock Exchange has been preferred
under Section 22 of the Securities Contract Regulation Act, 1956 any Allotment
made under this letter of Issue shall not be void until the appeal is
dismissed.
Interest
in Case of Delay in Despatch of Allotment Letters / Refund Orders
The company
agrees that as far as possible allotment of securities offered to public shall
be made within 30 days of the closure of public issue. The company further
agrees that it shall pay interest @15% per annum if the allotment letters/
refund orders have not been dispatched to the applicants within 30 days from
the date of closure of the issue.
GENERAL
Applicants
are advised that it is mandatory for them to indicate in the space provided in
the application form, details regarding their
Savings Bank / Current Account Numbers and the name of the branch of the
bank to which they want the proceeds of refund to be credited. Applications not
containing such details are liable to be rejected.
Where an
application is for allotment of equity shares for a total value of Rs.50,000/-
or more i.e. the total number of securities applied for multiplied by the Issue
price is Rs.50,000/- or more, the applicant or in the case of applicants in
joint names, each of the applicants should mention his permanent account number
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 should be
mentioned. In case where neither the permanent account number nor the GIR
number has been allotted, the fact of non allotment should be mentioned in the
application form. Application forms without this information will be considered
incomplete and will be liable to be rejected.
Having
regard to Provision of Section 269SS of the Income Tax Act, 1961, the subscription
against the equity shares application for an amount of Rs.20,000/- or more
should not be effected in cash and must be offered only by an A/c. payee cheque
/ bank draft / Stockinvest. In case payment is effected in contravention of the
provisions, the application is liable to be rejected and application money will
be refunded without interest.
A separate
cheque / stockinvest / bank draft must accompany each application form.
AS PER SEBI GUIDELINES
DATED FEBRUARY 16TH, 2000, IT HAS BEEN DECIDED THAT, TRADING
IN SECURITIES OF COMPANIES MAKING AN INITIAL PUBLIC OFFER SHALL BE IN
DEMATERIALISED FORM ONLY.
As
per the provisions of the Depositories Act, 1996, the shares of a body
corporate can be in a dematerialised form, i.e. not in the form of physical
certificates but be fungible and be represented by the statement issued through
electronic mode. The Company will also opt for this method subject to investors
exercising their option to hold the shares in dematerialised form, for which
necessary columns have been provided in the respective Application Forms. The
investor have an option either to receive the security certificate or to hold
the securities with depository.
The
Company has already applied to NSDL & CDSL for allotment of ISDN Number.
a.
A tripartite agreement will be signed between the
Company, the Registrar and the depository viz NSDL, CDSL.
b.
Investors have a option to seek allotment of equity
shares in electronic mode and / or physical mode.
c.
Such an option if exercised should be indicated in
the relevant blocks in the share application form itself.
d.
Application for electronic and physical shares by the
same first applicant will result in rejection of application for shares in the
electronic mode and only the application for physical mode will be considered
as a valid application.
e.
Investors who wish to apply for equity shares in the
electronic form need to have at least one Beneficiary Account with a Depository
Participant prior to the application.
f.
Allotment Advice / Refund orders will be directly
sent to the investors by the Registrar.
g.
If incomplete / incorrect investor account details
are given in the application form, it may result in issuance of physical Equity
Share Certificate.
h.
Responsibility for correctness of applicant's
demographic details given in the Application Form vis-ŕ-vis those with his /
her Depository Participant, would rest with the investor.
i.
Shares in electronic form can be traded only in Stock
Exchange having electronic connectivity with NSDL or CDSL.
j.
The application form shall contain space for
indicating no. of shares subscribed for in demat and physical shares or both.
k.
No separate applications for demat and physical is to
be made. If such applications are made, the applications for physical shares
will be treated as multiple application and rejected accordingly.
l.
In case of partial allotment, allotment will be done
in demat and balance, if any, will be allotted in physical shares.
a. The
complaints received in respect of the issue shall be attended to by the issuer
company expeditiously and satisfactorily.
b. The
company shall take necessary steps for the purpose of getting the securities
listed in the concerned stock exchanges within the specified time.
c. The
funds required for the despatch of refund orders/ allotment letters /
certificates by registered post shall be made available to the Registrar to the
issue by the company.
d. The
promoter’s contribution in full, wherever required, shall be brought in advance
before the issue opens for public subscription.
e. The
certificates of the shares / refund orders to the non-residents Indians shall
be dispatched within specified time.
f.
No further issue of securities shall be made till the
shares offered through this offer document are listed or till the application
moneys are refunded on account of non – listing, undersubscription.
The sum
received in respect of the issue will be kept in a separate bank account and
the Company will not appropriate the funds unless approval of the Regional
Stock Exchange for allotment has been obtained and listing approval from all
the Stock Exchanges where listing has been proposed is available.
The detail
of all the monies utilised out of the issue 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.
The detail
of all utilised monies out of the issue 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
company has been advised by the Auditors of the company M/s.S.Pathania &
Associates, Chartered Accountants, HL 187, Phase I, Mohali vide their letter
dated 08.04.2000 that under the current provisions of the Income Tax Act, 1961
and the existing laws for the time being in force, the following benefits,
inter-alia, will be available to the company and the members :-
1.
Under Section 35 D of the Income Tax Act, 1961, the
Company will be entitled to amortise certain preliminary expenses over a period
of 5 assessment years, the expenditure of the nature specified in the said
section incurred by the Company.
2.
The Company would be entitled to depreciation on
lumpsum consideration paid in acquiring Know How likely to assist in
manufacture under Section 32 of the Income Tax Act, 1961.
3.
In accordance of with and subject to the provision of
Section 35 AB of the Income Tax Act, 1961, the Company will be entitled to a
deduction in six equal instalments in respect of the lumpsum amounts, if any,
paid for acquiring technical Know-how for the use of the Company`s business.
4. In
accordance with, and subject to the conditions specified in Section 80 HHC of
the Income Tax Act, 1961, the Company is entitled to a deduction on the profits
derived from the export of goods, subject to the provisions of the said
section.
5. In
accordance with and subject to the provisions of Section 35(1)(iv) of the
Income Tax Act, 1961, the Company is eligible for deduction of Capital
Expenditure (other than on acquisition of land) incurred in connection with the
scientific research and development, related to the business carried on by the
company, in the year in which such expenditure is incurred.
6. Under
Section 115 JAA of the Income Tax Act, 1961, the Company will be entitled to
carry forward a tax credit in respect of tax paid on deemed income under
Section 115JA upto a period of the fifth assessment year immediately succeeding
the assessment year in which such tax credit become allowable.
7. In
accordance with and subject to the provisions of Section 80IA of the Income Tax
Act, 1961, the Profits earned by the company from its manufacturing activities
are exempted from Income Tax.
TO THE RESIDENT MEMBERS OF THE COMPANY
1.
Dividends paid by the Company being a Company
referred in Section 115O to members being scheduled banks, public financial
investment corporation or companies registered under Section 25 of the
Companies Act, 1956, individuals, Hindu Undivided Families etc. is exempt in
the hands of the recipient as per the provision of Section 10(33) of the Income
Tax Act, 1961.
2.
As the dividend referred under the provisions of
Section 115O is exempt under Section 10(33) of the Income Tax Act, 1961 no tax
will be deducted by the company on such Dividend Payment.
3.
On the long term capital gains, arising on the sale
of shares/debentures held by the members for more than 12 months, arrived at in
the manner provided under Section 48 of the Income Tax Act, 1961, by deducting
the Indexed cost of shares during the year in which the shares are sold from
the sale price, the members are entitled to concessional rate of 20% as
provided for in Section 112 of the Income Tax Act, 1961. Such long term capital
gains would be exempt under Section 54 EA /54F of the Income Tax Act, 1961
subject to fulfilment of certain conditions.
4.
Members will not be required to pay wealth Tax in
respect of the value of the equity shares
debentures held in the Company in view of their exclusion from the
definition of “Assets” under Section 2(ea) of the Wealth Tax Act, 1957.
5.
Under Section 47(x) of the Income Tax Act, 1961
conversion of debentures into shares of the Company will not be regarded as transfer and no capital
gains tax will be levied thereon.
6.
All Mutual Funds set up by a Public Sector Bank or
Financial Institutions or authorised by Reserve Bank of India and Mutual Funds
Registered under the Securities and Exchange Board of India Act, 1992 or
regulations made thereunder will be exempt from Income Tax from all of their
income, including income from investment in share / debentures of the Company,
under Section 10(23D) of Income Tax Act, 1961.
OBJECTS OF THE ISSUE
1)
To Finance
Project in the area of
E-Commerce Net Distribution Network Project for commercial sales of Products
and items for Domestic/Office consumption.
2)
To launch E-Commerce Payment Gateway Project & an
International Gateway with Direct Satellite Bandwidth Connectivity &
E-Commerce Credit Card Projects.
3)
To set up
Global Web Portals & related
eCommerce Int’l & National businesses
4)
To install latest equipments for providing
Software/Web Business Solutions.
5)
To meet expenses of the issue & List the equity
shares of the Company on the Stock Exchanges.
The
Total Cost of the Project is Rs 240 Crores as detailed hereunder. The projects
have been framed by the technical team
of the Company. The cost of the total project has been estimated by financial
experts of the Company in house and not appraised by any financial
institution/Bank. The cost of the project and proposed means of financing are
as under:
COST OF THE PROJECT
(Rs. in Crores)
|
PARTICULARS |
TOTAL |
INTERNET DISTRIBUTION ECOMMERCE PROJECT ( IN 12 CITIES )
(India home Service.net)
Expandable Capacity to 100 Cities |
30.00 |
E-COMM PAYMENT GATEWAY PROJECT
|
50.00 |
E-COMM
CREDIT CARD PROJECT
|
135.00 |
|
PORTALS/SOLUTIONS BUSINESS DEV. |
15.00 |
ISSUE
EXPENSES
|
10.00 |
|
TOTAL |
240.00 |
MEANS
OF FINANCE
|
|
|