KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

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to permission from Reserve Bank of India; Permanent and Regular employees of the Company; Non-Resident Indians (NRIs) and Foreign Institutional Investors (FIIs) on repatriation / non-repatriation basis. This Prospectus does not, however, constitute an Issue to sell or an invitation to subscribe to shares offered hereby in any other jurisdiction to any person to whom it is unlawful to make an Offer or invitation in such jurisdiction. Any person into whose possession this Prospectus comes is required to inform himself about and to observe any such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in New Delhi 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 this Prospectus has been submitted to SEBI. Accordingly, the Equity Shares, represented thereby may not be offered or sold, directly or indirectly, and this Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this 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 or at any time subsequent to this date. Disclaimer Clause of the Stock Exchanges {will be added after receipt from the respective stock exchange} BSE NSE Filing of Prospectus with the Board and the Registrar of Companies A copy of this Draft Prospectus has been filed with SEBI, Mumbai. A copy of the Prospectus, along with the material contracts and documents required to be filed under Section 60 of the Companies Act would be delivered for registration to the Registrar of Companies, NCT of Delhi & Haryana, Paryavaran Bhavan, ‘B’ Block, II Floor, C.G.O. Complex, Lodhi Road, New Delhi – 110 003. Listing The Company proposes to list the existing Equity Shares on BSE and NSE. The listing applications have been made to these Stock Exchanges for permission to list the Equity Shares and for an official quotation of the Equity Shares of the Company. In case, the permission for listing and or dealing & official quotation of the Equity Shares is not granted by any of the above mentioned Stock Exchanges, the Company shall forthwith repay, without interest, all moneys received from the applicants in pursuance of this Prospectus. If such money is not repaid within 8 days after the day from which the Issuer becomes liable to repay it, then the Company and every director of the Company who is an officer in default shall, on and from expiry of 8 days, be jointly and severally liable to repay that money with interest as prescribed under Section 73 of the Companies Act, 1956. Impersonation Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A of the Companies Act, 1956, which is reproduced below: “Any person who: a) makes in a fictitious name, an application to a Company for acquiring or subscribing for, any shares therein, or b) otherwise induces a Company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years.” Consents The written consents of Directors, Company Secretary, Lead Manager to the Issue, Legal Advisor to the Issue, Registrar to the Issue, Auditors, Tax Auditors and Bankers to the Company to act in their respective capacities, have been obtained and filed along with a copy of the Prospectus with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi as required under Section 60 of the Companies Act and such consents have not been withdrawn up to the time of delivery of the Prospectus for registration Expert Opinion The Company has not obtained any expert opinions related to the present Issue, except the opinion of the Tax Auditors, S.Singhal &Co, Chartered Accountants on the tax benefits available to the investors Public Issue Expenses 112
Public Issue expenses are estimated as follows Particulars Amount (Rs. In Lakhs) % of Total Expense Lead managers, Registrar fee and selling expenses 65.00 36.12% Advertising and Marketing Expenses 50.00 27.78% Printing and Stationery 25.00 13.88% Others( Listing fee, fee to Legal Advisors) 15.00 8.34% Miscellaneous 25.00 13.88% TOTAL 180.00 100.00% Fees Payable to Lead Manager to the Issue The total fees payable to the Lead Manager will be as per the Memorandum of Understanding signed with the Lead Manager, copy of which is available for inspection at the Registered Office of the Company Fees Payable to Registrar to the Issue The total fees payable to the Registrar to the Issue will be as per the Memorandum of Understanding signed with the Registrar, copy of which is available for inspection at the Registered Office of the Company The Registrar will also be reimbursed with all relevant out-of-pocket expenses such as cost of stationery, postage, stamp duty, communication expenses, etc. Adequate funds will be provided to the Registrar to the Issue to enable them to send refund order(s) / letter(s) of allotment / share certificate(s) by registered post. Brokerage and Selling Commission Brokerage for the Issue will be paid not more than @ 1.5% of the Issue Price of the Equity Shares by Kamdhenu on the basis of the allotments made against the applications bearing the stamp of a member of any recognized Stock Exchange in India in the ‘Broker’ column. Brokerage at the same rate will also be payable to the Bankers to the Issue in respect of the allotments made against applications procured by them provided the respective forms of application bear their respective stamp in the Broker column. In case of tampering or over-stamping of Brokers’/ Agents’ codes on the application form, the Company’s decision to pay brokerage in this respect will be final and no further correspondence will be entertained in this matter. The Company, at its sole discretion, may consider payment of additional incentive in the form of kitty or otherwise to the performing brokers on such terms and mode as may be decided by the Company. Previous Public or Rights Issues (during the last five years) Kamdhenu has not made any public issue of shares since incorporation. There is no group company , which has made any public issues. Previous Issue of Shares Otherwise than for Cash Kamdhenu has not issued any Equity Shares for consideration other than cash except for the Issues of bonus shares, details of which are mentioned under sub-heading “Capital Structure”. Commission or Brokerage on Previous Issues Kamdhenu has not issued any public issue since its inception. Particulars in regard to Kamdhenu and other companies under the same management within the meaning section 370 (1)(B) of the Companies Act, 1956 which made any capital Issue during the last three years Neither Kamdhenu, nor any other companies under the same management within the meaning section 370 (1)(B) of the Companies Act, 1956, has made any capital Issue during the last three years. Promise vis-à-vis Performance Stock Market Data for Equity Shares of Kamdhenu The Company being a unlisted company the stock market data cannot be provided. 113
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KAMDHENU ISPAT LIMITED DRAFT PROSPE
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DEFINITIONS AND ABBREVIATIONS Gener
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Abbreviations Abbreviation Full For
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RISK FACTORS An investment in equit
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mentioned under Class 1 to 42 cover
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(b) Any disruption/ discontinuance
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affect our operating results. We ar
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The central and state tax scheme in
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SUMMARY The following summary is qu
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THE ISSUE Equity Shares offered by
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of the Stabilisation Period allot,
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For the year ended August March Mar
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LEGAL ADVISOR TO THE ISSUE Luthra &
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2. Capital Buildup: The existing sh
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B. Promoter Group 1. Saurabh Agarwa
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Sl. Name of Date of Consid- No. of
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Sl. Name of Date of Consid- No. of
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7. The Pre-issue and Post-issue sha
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(b) Our top ten shareholders and sh
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OBJECTS OF THE ISSUE The proceeds f
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BASIS FOR ISSUE PRICE QUALITATIVE F
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STATEMENT OF TAX BENEFITS The Compa
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loss, such long -term capital loss
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Benefit available to Mutual Funds I
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Restrictions in external trade, bot
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to compete with the likes of China,
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III. Flat Products Flat products in
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· In China and other Asian countri
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BUSINESS OVERVIEW Kamdhenu Ispat Li
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PROCESS PROCESS FLOW CHART FOR PROD
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POWER The Company sources Power fro
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The sponge iron is one of the raw m
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We help them to get right people to
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23. A.S. CEMENT INDUSTRIES, Patiala
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PROPERTY A. Properties owned by the
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S No. 6. 7. 8. Date & Tenure Name &
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OUR INDEBTEDNESS Sr. No 1 Lender &
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Main Objects The main objects of th
Page 77 and 78: OUR MANAGEMENT As per the Articles
Page 79 and 80: C. MR. SUNIL KUMAR AGARWAL Designat
Page 81 and 82: Company Secretary Secretarial & Leg
Page 83 and 84: PROMOTERS OUR PROMOTERS MR. SATISH
Page 85 and 86: 2. and accessories, automobile part
Page 87 and 88: The Board of Directors Kamdhenu Isp
Page 89 and 90: Annexure - II Statement of Assets a
Page 91 and 92: 7 The company is manufacturing CTD/
Page 93 and 94: Annexure - VII Performance Ratios:
Page 95 and 96: Principal Terms of Sanctioned Loans
Page 97 and 98: Financial Statements of Group Compa
Page 99 and 100: The Board of Directors of the Compa
Page 101 and 102: List of Shareholders as on 30.9.200
Page 103 and 104: MANAGEMENT’S DISCUSSION AND ANALY
Page 105 and 106: DEPRECIATION Depreciation on fixed
Page 107 and 108: of excise duty was 8% thereafter up
Page 109 and 110: Administrative and Other Expenses W
Page 111 and 112: Cost Of Goods Traded In The company
Page 113 and 114: Information required as per clause
Page 115 and 116: SL. NO. 5 6 7 8 9 10 11 12 ASSESSME
Page 117 and 118: 3.2 CENTRAL EXCISE Commissioner of
Page 119 and 120: 4.2 M/s. Kamdhenu Ispat Limited vs.
Page 121 and 122: II Outstanding litigations involvin
Page 123 and 124: Sales Tax ASSESSMENT YEAR PARTICULA
Page 125 and 126: 11. The Company has obtained consen
Page 127: BEHALF AND TOWARDS THIS PURPOSE, TH
Page 131 and 132: ISSUE INFORMATION Terms of the Issu
Page 133 and 134: Applications by Hindu Undivided Fam
Page 135 and 136: Payment Instructions 1. Payments sh
Page 137 and 138: 5. Investors can contact the Compli
Page 139 and 140: for public subscription and the bal
Page 141 and 142: POWER TO MODIFY RIGHT 11. (i) If at
Page 143 and 144: without any deduction or allowance
Page 145 and 146: there be no such Chairman or if at
Page 147 and 148: 69. The Director shall not be requi
Page 149 and 150: fit and any such appointment may (i
Page 151 and 152: present and entitled to vote there
Page 153 and 154: MATERIAL CONTRACTS AND DOCUMENTS FO
Page 155: DECLARATION All the relevant provis
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