KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

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MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY. CAPITAL 4. The Authorised Share Capital of the Company is Rs.30,00,00,000/- (Rupees Thirty Crores) is divided into 3,00,00,000 (Three Crores) equity shares of Rs.10/- (Rupees Ten) each. The Company shall have power to increase, reduce, sub divide or to attach there to and rights to consolidate or subdivide the shares and to vary such rights as may be determined in accordance with the regulations of the Company. Preference Shares 5. Without prejudice to the generality of the powers of the Company contained in Article (4) above the Company shall have power to issue Preference Shares carrying a right of redemption out of profits or out of the proceeds of a fresh issue of shares of or liable to be redeemed at the option of the Company and the Directors may subject to the provisions of Section 80 of the Act, exercise such power in any manner they may think fit. Allotment of shares 6. Subject to the provisions of these Articles and Section 81 of the Act the shares shall be under the control of the Board who may allot or otherwise dispose of the same to such persons on such terms and conditions and at such times either at per or at a premium and for such consideration, as the Board thinks fit. Provided that, where at any time (after the expiry of two years from the formation of the Company of at any time after expiry of two years from the formation of the Company of at any time after expiry of one year from the allotment of shares is earlier it is proposed to increase the subscribed capital of the Company by the allotment of further shares subject to the provisions of Section 81 (1A) of the Act, the Board shall issue such shares in the manner set out in Section 81 (1) of the Act. Provided that option or right to call of share shall not be given to any person except with the sanction of the Company in general Meeting. Provision relating to the Issue 7. Subject to any direction to the contrary that may be given by the resolution sanctioning the increase of share capital all new shares, before issue shall be offered to such persons as at the date of offer are entitled to receive notices from the Company of general meeting in proportions, as nearly as the circumstances admit, to the amount of the existing shares to which they are entailed. The offer shall be made by notice specifying the number of shares offered and limiting a time within which the offer, if not accepted, will be deemed to be declined and after the expiration of that time or on receipt of an intimation from the persons to whom the offer is made that the decline to accept the shares offered them in that event the directors may dispose of the same in such manner as they think most beneficial to the Company. The Directors may likewise so dispose of new shares which (by reason of ratio which the new shares bear to shares held by person entitled to an offer of new shares) cannot in the opinion of the Directors, be conveniently offered under these Articles. How far new shares to rank with existing shares 8. The new shares will be subject to the same provisions with reference to the payment of calls, Dividends, lien, transfer, transmissions, forfeiture, appropriation and otherwise as the shares in the original share capital. POWER TO SUBDIVIDE AND CONSOLIDATE SHARES 9. The Company by ordinary resolution may : (a) Consolidate and divide all or any of its shares capital in to shares of larger amount than its existing shares. (b) Sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association, Subject nevertheless to the provisions in Section 94(1)(d) of the Act. (c) Cancel any shares which at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled. Reductions of capital 10. The Company may by special resolution reduce its share capital in any manner and with and subject to any incident and consent required by the Act. 124
POWER TO MODIFY RIGHT 11. (i) If at any time share capital is divided into different classes of shares, all or any of the rights, privileges attached to any class (unless otherwise provided by the terms of issue of the shares of the class) may subject to the provisions of section 106 and 107 of the Act and whether or not the Company is being wound up be varied, modified, commuted, effected or abrogated with the consent in writing of the holders of three fourths of the issued shares of the class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the class. (ii) To every such separate meeting the provisions of these Articles relating to general meeting shall mutatis mutandis apply, so that the necessary quorum shall be five persons at least holding or representing by proxy one-third of the issued shares of the class in question. (iii) This Article is not to derogate from any power which the company would have, if this Article were omitted. The rights conferred upon the holders of the shares (including preference, if any) of any class issued with preferred or other rights or privileges shall unless otherwise expressly provided by the terms of issue of shares of that class to be deemed not to be modified, commuted effected abrogated dealt with or varied by the creation or issue of further shares pari passu there with. Right of holder of issued share when deemed to be varied 12.The rights conferred upon the holders of the shares of the shares of any class issued with preferred or other rights shall unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. SHARES Inequality in number of new shares 15.. If, owing to any inequality in the number of new shares to be issued and the number of shares held by the member entitled to have the offer of such new shares, any difficulty shall arise in the apportionment of such new shares or any of them amongst the members, such difficulty shall, in the absence of any direction in the resolution creating the shares or by the Company in General Meeting be determined by the Board. Member right to Certificate 16.(i) Every person whose name is entered as a member in the register of members shall be delivered within three months after allotment or within 2 months of the registration of transfer the certificate of all shares, debenture or debenture stock or within such other period as the conditions of issue of the shares, debenture or debenture stock shall otherwise provide : (a) One certificate for all his shares without payment or (b) Several certificates each for one or more of his shares upon payment of one rupee for every certificate after the first. (ii) Every Certificate shall be under the seal and shall specify the shares to which it related and the amount paid up thereon. (iii) In respect of any share held jointly by several persons the Company shall be bound to issue more than one certificate and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. Provisions regarding issue of new or renewal of share certificates 17. (1) If a share certificate is defaced, lost or destroyed it may be renewed on payment of such fee if any not exceeding Rs.2/- (Rupees Two) and one such terms if any as to evidence and indemnity and the payment of out of pocket expenses incurred by the Company in investigation evidence as the Directors thinks fit. The share certificate shall be issued subject to the provisions of Companies (Issue of Share Certificates) Rules, 1960. Provided that the Company may charge such fees as may be agreed by it with the Stock Exchange with which its shares may be enlisted for the time being for issue of new certificates in replacement of those that are torn, faced, lost or destroyed and for sub-division and consolidation of share certificates and for sub-divison of letters of allotment and split, consolidation, renewal and pucca transfer receipts into denominations other than those fixed for the market units of trading. 125
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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
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OUR MANAGEMENT As per the Articles
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C. MR. SUNIL KUMAR AGARWAL Designat
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Company Secretary Secretarial & Leg
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PROMOTERS OUR PROMOTERS MR. SATISH
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2. and accessories, automobile part
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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 and 128: BEHALF AND TOWARDS THIS PURPOSE, TH
Page 129 and 130: Public Issue expenses are estimated
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: for public subscription and the bal
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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KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

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