COX AND KINGS (INDIA) LIMITED - Securities and Exchange Board ...

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Book Running Lead Manager India Infoline Limited 10 th Floor, One IBC, Jupiter Mill Compound 841, S.B.Road, Nr. Elphinstone Road, Lower Parel, Mumbai – 400 013 Tel. +91 22 4646 4600; Fax +91 22 4646 4706 Email: cnk.ipo@iiflcap.com Website: www.indiainfoline.com Contact Person: Mr. Pinkesh K. Soni / Mr. Satish Ganega SEBI Reg. No.: INM 000010940 Syndicate Member [●] Legal Advisors to the Issue Khaitan & Co. Meher Chambers, 4th and 5th Floor, R K Marg, Ballard Estate, Mumbai 4000 038 Tel: +91 22 6636 5000 Fax: +91 22 6636 5050 Registrar to the Issue Karvy Computershare Private Limited Plot No. 17 to 24, Vithalrao Nagar, Madhapur, Hyderabad – 500 081 Andhra Pradesh, India Tel: + 91 40 234220815 Fax: + 91 40 23420814 E-mail: cnk.ipo@karvy.com Contact Person: Mr. M. Murali Krishna Website: www.karvy.com SEBI Registration Number: INR 000000221 Statutory Auditors of the Company Chaturvedi & Shah, Chartered Accountants 714-715, tulsiani Chambers, 212 Nariman Point Mumbai - 400 021 Tel: + 91 22 3021 8500 Fax: + 91 22 3021 8595 Email: cas@chaturvedi-and-shah.com Contact Person: Mr. Amit Chaturvedi Bankers to the Issue and Escrow Collection Bank(s) [●] 13
Refund Bank to the Issue [●] Self Certified Syndicate Banks The list of banks that have been notified by SEBI to act for the ASBA Process are provided on http://www.sebi.gov.in. For details on designated branches of SCCSBs collecting the ASBA Bid cum application Form please refer the above mentioned SEBI website Brokers to the Issue All the members of the recognized stock exchanges would be eligible to act as the Brokers to the Issue. IPO Grading Agency Credit Analysis & Research Limited 4 th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Tel: +91 22 67543434 Fax: +91 22 67543457 Email: dr.dogra@careratings.com Contact Person: D.R. Dogra Website: www.careratings.com IPO Grading The Company has appointed and will obtain a grading of this Issue from Credit Analysis & Research Limited, a credit rating agency registered with the SEBI, pursuant to the SEBI Guidelines. The rationale furnished by the grading agency for it’s grading, will be available for inspection and will be provided to the Designated Stock Exchange and updated at the time of filing of the Red Herring Prospectus with the RoC. Monitoring Agency There is no requirement for a Monitoring Agency in terms of Clause 8.17 of the SEBI DIP Guidelines if the Fresh Issue is less than Rs. 5,000 million. The Audit Committee appointed by our Board of Directors will monitor the utilization of the Issue proceeds. Credit Rating As this is an issue of Equity Shares there is no credit rating for this Issue. 14
Page 1 and 2: DRAFT RED HERRING PROSPECTUS Dated
Page 3 and 4: SECTION I: GENERAL DEFINITIONS AND
Page 5 and 6: Term Description terms of the Red H
Page 7 and 8: Term Description Net Issue to the p
Page 9 and 10: Term Description shall be made Refu
Page 11 and 12: Term Description NR Non Resident NR
Page 13 and 14: CERTAIN CONVENTIONS, PRESENTATION O
Page 15 and 16: Industry and Market Data Unless sta
Page 17 and 18: SECTION II: RISK FACTORS RISK FACTO
Page 19 and 20: Legal Proceeding against our Promot
Page 21 and 22: may affect our execution capabiliti
Page 23 and 24: Furthermore, the success of our str
Page 25 and 26: Quoprro Global Services Pvt. Limite
Page 27 and 28: 23. Our insurance coverage may not
Page 29 and 30: 32. The international nature of our
Page 31 and 32: After the completion of this Issue,
Page 33 and 34: 49. Terrorist attacks, civil unrest
Page 35 and 36: 57. Significant differences exist b
Page 37 and 38: partners and / or trustee and to th
Page 39 and 40: Our widespread presence can be a si
Page 41 and 42: We have global presence with our op
Page 43 and 44: activities have been concentrated a
Page 45 and 46: SUMMARY OF FINANCIAL STATEMENTS The
Page 47 and 48: Net Profit after Tax and Extra Ordi
Page 49: Sr. No. Name, Designation, Father
Page 53 and 54: Book Building Process Book Building
Page 55 and 56: Our Company may consider participat
Page 57 and 58: CAPITAL STRUCTURE Set forth below i
Page 59 and 60: Sr. No. 1 2 3 4 5 6 Date of Allotme
Page 61 and 62: Sr. No. 13 14 15 16 17 18 19 20 Dat
Page 63 and 64: Name of the Promoter Date of Allotm
Page 65 and 66: Trf. No. Transfer Date Equity Share
Page 67 and 68: Promoters’ contribution has been
Page 69 and 70: Sr. Name of the Shareholder No. of
Page 71 and 72: 19. A Bidder cannot make a Bid for
Page 73 and 74: OBJECTS OF THE ISSUE We are one of
Page 75 and 76: Purpose of Loan: repayment of exist
Page 77 and 78: Our office in Delhi serves as an in
Page 79 and 80: BASIS FOR ISSUE PRICE Investors sho
Page 81 and 82: 7. Comparison with Industry Peers A
Page 83 and 84: Annexure referred to in our letter
Page 85 and 86: (ii) Under Section 115E of the Act,
Page 87 and 88: If only part of the capital gain is
Page 89 and 90: International Tourist Arrivals (in
Page 91 and 92: Overall, the Travel & Tourism Econo
Page 93 and 94: International Tourism Top Spenders
Page 95 and 96: Outbound Tourism - USA: The overall
Page 97 and 98: countries in the region. More gener
Page 99 and 100: epresents the share of India in Wor
Page 101 and 102:
It can be interpreted from above th
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State Tourism Boards have also beco
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The Ministry of Tourism is headed b
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internet. Increased penetration and
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availability of low cost medical tr
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inorganic opportunities that can pr
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knowledge from our branch sales off
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Our Business Model and Product / Se
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within the country. We address this
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“Professional Conference Organize
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promoting new products like foreign
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transportation, tour escorts and sp
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Countries Client Profile Approach#
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Human Resource Our management team
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We also own residential premises at
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transactions for which Authorized D
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Description of Service (Finance Bil
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ANTI MONEY LAUNDERING Prevention of
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Our History HISTORY AND OTHER CORPO
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otherwise whether package tours or
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(20) To invest and deal with the mo
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Our Subsidiaries We have 24 subsidi
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The Board of Directors comprises of
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The shareholding pattern of Cox & K
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8. Cox & Kings (Shipping) Limited C
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private company limited by shares t
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14. Cox & Kings Tours Limited Cox &
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17. Cox & Kings Finance Limited Cox
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20. Tempo Holidays Pty. Ltd. We acq
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23. Quoprro Global Services Pte. Lt
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Financial Performance Royale Indian
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Sr. No. 3 Name, Designation, Father
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Sr. No. 6 Name, Designation, Father
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Managing Director with Tourism Fina
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(E) Increments: The Board of Direct
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xiv. Discussion with the statutory
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4. IPO Committee Our Company has co
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Name of Director Date of Appointmen
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projects and initiatives. Immediate
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Employees Our Company has 1097 full
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4. Ms. Elizabeth Kerkar Identificat
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Payment or benefits to our Promoter
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Shareholding of Promoter and Promot
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Shareholder No. of Shares Held Shar
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sick company within the meaning of
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Financial Performance Particulars R
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Shareholding Pattern: The sharehold
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Particulars For the Years Ended Mar
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Defunct Promoter Group Companies Sa
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August 12, 2009 To, The Board of Di
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STATEMENT OF PROFIT & LOSS, AS REST
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Cash flow from operating activities
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NOTES ON ACCOUNTS FOR THE RESTATED
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a) As at March 31, 2009, issued equ
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Net Deferred Tax Assets 35.15 12.63
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Balance in Profit and Loss account
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Far Pavilions Tours and Travels Lim
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Loans/Advances Taken Outstanding Ba
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TAX SHELTER STATEMENT Year ended Ma
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a) Debts outstanding for a period e
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a. Guarantees by banks on behalf of
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a. Bank Overdraft b. Term Loans fro
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Inter-Corporate Deposits Non Conver
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Ezeego One Travels and Tours Privat
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d) such other information extracted
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Balance brought forward Less: Addit
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Provisions 817.96 6,195.02 196 486.
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Cash flow from investing activities
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Cox & Kings Investments Ltd. (wholl
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There is no material adjustments re
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Provisions involving substantial de
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j. As per Accounting Standard 18, n
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k. Contingent Liabilities as at 31-
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6. Balance of Profit and Loss accou
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to other industries through backwar
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However, expenses such as Personnel
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� Interest & Finance Charges The
Page 255 and 256:
was 38% of the ‘Other Expenses’
Page 257 and 258:
Comparison of Fiscal 2008 with Fisc
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overseas subsidiaries. Loans and Ad
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Our ‘Share of Profit / (Loss) fro
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Transactions with Associate Compani
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10. Competitive Conditions We belie
Page 267 and 268:
Letter of Hypothecation dated April
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Restrictive Covenants under the len
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A. Proceedings by the Company (i) C
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Sr. No Forum Filed Against Brief Pa
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Page 277 and 278:
(ii) Criminal Proceedings Sr. No Fo
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(iii) Income Tax Proceedings Sr. No
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Page 283 and 284:
Page 285 and 286:
Page 287 and 288:
Sr. No. Forum Filed by Particulars
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Page 291 and 292:
Page 293 and 294:
(iii) Income Tax Proceedings agains
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Sr. Forum Complainant Brief Particu
Page 297 and 298:
Sr. Forum Complainant Brief Particu
Page 299 and 300:
Sr. No E. Consumer Complaints pendi
Page 301 and 302:
Sr. No Forum Filed By Brief Particu
Page 303 and 304:
Page 305 and 306:
Page 307 and 308:
Page 309 and 310:
Page 311 and 312:
Page 313 and 314:
7 CHRISTOPHER COLUMBUS 8 COX AND KI
Page 315 and 316:
G. Civil Proceedings initiated by/a
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(b) Proceedings initiated against A
Page 319 and 320:
Page 321 and 322:
Page 323 and 324:
K. Consumer Proceedings initiated a
Page 325 and 326:
3. Consumer Disputes Redressal Foru
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7. Consumer Disputes Redressal Foru
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Sr. No. Forum Parties Brief Particu
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Sr. No. Forum Parties Brief Particu
Page 333 and 334:
Sr. No Forum Parties Brief Particul
Page 335 and 336:
Page 337 and 338:
Page 339 and 340:
Page 341 and 342:
2. Income Tax Appellate Tribunal. M
Page 343 and 344:
Sr. Forum Filed Against Lease Trans
Page 345 and 346:
Sr. No (iii) Show cause notices ser
Page 347 and 348:
Page 349 and 350:
Page 351 and 352:
L. Proceedings initiated by/against
Page 353 and 354:
GOVERNMENT AND OTHER APPROVALS On t
Page 355 and 356:
Sr. No Type of license, permit appr
Page 357 and 358:
Sr. No. Type of license, permit app
Page 359 and 360:
Authority for the Issue From the Co
Page 361 and 362:
DISCLAIMER CLAUSE AS REQUIRED, A CO
Page 363 and 364:
a. AN UNDERTAKING FROM THE ISSUER T
Page 365 and 366:
2. the purchaser and the person, if
Page 367 and 368:
expiry of 8 days, be liable to repa
Page 369 and 370:
Memorandum of Understanding signed
Page 371 and 372:
Capitalization of Reserves or Profi
Page 373 and 374:
� Right to receive dividend, if d
Page 375 and 376:
In terms of the SEBI Guidelines, QI
Page 377 and 378:
Particulars QIBs $$ on a proportion
Page 379 and 380:
*** Any under subscription in the E
Page 381 and 382:
Book Building Procedure ISSUE PROCE
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(b) Who are bidding at cut-off with
Page 385 and 386:
Associates and affiliates of the Un
Page 387 and 388:
correctness of the Depository Parti
Page 389 and 390:
(g) The Bids should be submitted on
Page 391 and 392:
(i) In case of an upward revision i
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(a) The members of the Syndicate wi
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Price Discovery and Allocation 1. A
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allotment or transfer within 15 day
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f) For Eligible Employee bidding in
Page 401 and 402:
(and not those obtained from the De
Page 403 and 404:
Bids may be made in single or joint
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21. Bids for amounts greater than t
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for allotment to Non-Institutional
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5. A5 25 6. MF1 20 7. MF2 20 8. MF3
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applicants, including applicants wh
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� That all steps will be taken fo
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ISSUE PROCEDURE FOR ASBA BIDDERS Th
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the prescribed ASBA Bid cum Applica
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(c) ASBA Bidders shall not revise t
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5. Thumb impressions and signatures
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8. Signature of sole and/or joint B
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Withdrawal of the Issue The Company
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SHARE CAPITAL Share Capital SECTION
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15. The Company may, from time to t
Page 431 and 432:
Duplicate Share Certificate 32. The
Page 433 and 434:
CALLS Calls (J) Notwithstanding any
Page 435 and 436:
Sums deemed to be calls 48. Any sum
Page 437 and 438:
Validity of sale 62. Upon any sale
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the name, address and occupation, i
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91. All business to be transaction
Page 443 and 444:
Minutes of General Meeting and insp
Page 445 and 446:
Number of Directors 124. Subject to
Page 447 and 448:
Original Director expires before th
Page 449 and 450:
nothing contained in this Article s
Page 451 and 452:
to sue or defend on behalf of the C
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158. Subject to the superintendence
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Dividend to be paid in cash 184. No
Page 457 and 458:
196. A notice or other documents ma
Page 459 and 460:
discharge of their duties, includin
Page 461 and 462:
DECLARATION BY THE COMPANY All rele
Page 463 and 464:
DECLARATION We, a Selling Sharehold
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