KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

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Board’s power to refuse registration 35. (a) Notwithstanding anything contained in these Articles and subject to section 111(8) of the Act, the Directors may in their absolute and uncontrolled discretion decline to register or acknowledge any transfer of shares and the right of refusal shall not be affected by the circumstance that the proposed transferee is already a member of company. In particular and without prejudice to the generally of the above powers the Directors may also refuse to register the transfer of any shares upon which the Company has a lien or when the Directors are or opinion that it is not desirable to admit the proposed transferee to membership. Provided that the registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons, in debited to the company on any account whatsoever except where calls are payable in respect of such shares. (c) If the Company refuses, whether in pursuance of any power under these Articles or otherwise to register, to register any such transfer or transmission or right, it shall within two months from the date on which the instrument of transfer or the intimation of such transmission, as the case may be, was delivered to the Company send notice of the refusal to the transferee and the transferor or to person giving intimation of such transmission as the case may be. Transmission of shares 38. Any person become entitled to shares in consequence of the death or insolvency of any lawful means otherwise than by transfer in accordance with these presents, upon producing such evidence of his title as the Directors think sufficient, may, with the consent of Directors (which they shall not be under any obligation in give) be registered as a member in respect of such shares or may, subject to the regulations as to transfer hereinbefore contained transfer such shares. This Article is hereinafter referred to as “the Transmission Article”. 40. Every transmission of a share shall be varied in such manner as the Directors may require and the company may refuse to register any transmission until the same be so verified or until or unless an indemnity be given to the Company with regard to such registration, which the Directors at their discretion shall consider sufficient, Provided nevertheless that there shall not be any obligation on the Company or the Directors to accepted any indemnity. The Directors shall have the same right to refuse to register a person as member entitled any transmission to any shares or his nominees as if he was the transferee named in an ordinary transfer presented for registration. Closure of register 42. The transfer Book and the Register of member may be closed upon given such notice as is required by section 154 of the Act during such time as the Director think fit not exceeding in the aggregate forty five days in each year but not exceeding thirty days at any one time. GENERAL MEETING 43. All general meeting other than Annual General Meeting shall be called extra-ordinary General Meetings. 44. (i) The Board may whenever it thinks fit, call an extraordinary general meeting. (ii) If at anytime there are not within India Directors capable of acting who are sufficient in number to from a quorum any Director or the members holding 1/10th of the paid up share capital of the Company may call an extraordinary general meeting in the same manner as nearly as possible, as that in which such a meeting may be called by the Board. 45. (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. (ii) Subject to the provisions of the Act and save as herein otherwise provided any five members present in person shall be a quorum. (iii) If within half-an-hour from the time appointed for the meeting a quorum be not present, the meeting, if convened upon such requisition as aforesaid shall be dissolved but in any other cast it shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such time and place as the Board may by notice appoint and if at such adjourned meeting a quorum be not present within halfan-hour from the time appointed for holding the meeting those members who are present and not being less than two shall be a quorum and may transact the business for which the meeting was called. 46. The Chairman of the Board of Directors, if any, shall be entitled to take the chair at every General Meeting or if 128
there be no such Chairman or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding such meeting of is unwilling to act, the members present shall charges another Director as Chairman and if the Director as Chairman and if the Director present or if all the Directors present decline to take the chair, then the members present shall choose one of their members to be Chairman. 48. Any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll. VOTES OF MEMBERS 49. Subject to any rights or restrictions for the time being attached to any class or classes of shares :- (a) On a show of hands, every members present in person shall have one vote and (b) On a poll the voting right of members shall be one vote for each share held by be them. 52. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid. 54. The instrument appointing a proxy and the power of attorney or other authority, if any under which it is a signed or a notarially certified copy of the power or authority shall be deposited at the registered office of the Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or in the case of a pull not less than 24 hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. DIRECTORS 56. (a) The number of Directors of the Company shall not be less than 3 and more than 12 including the special Director, if any and the Debenture Director, if any and the Corporation Director, if any. The Company may increase the number of Directors subject to provisions of law. (b) Unless otherwise determined by the Company in General Meeting a Director shall not be required to have a share qualification, but nevertheless shall be entitled to attend and speak at any General Meeting of the Company and any separate meeting of the holders of any class of shares in the company. 58. Any Director or other person referred to in Section 314 of the Act may be appointed to hold any office or place of profit under the Company or under any subsidiary of the Company in accordance with the provisions of Section 314 of the Act. 59. (a) Subject to the Provisions of Section 255 of the Act and provisions of Articles, the Board shall have power to declare such of the Directors for the time being as not liable to retire by rotation with power to revoke such declaration and upon revocation of such declaration such Director shall become liable to retire by rotation and shall be reckoned for determining the Directors to retire by rotation as provided by Section 256 of the Act and Article 58. (b) The Board shall exercise its power of declaration and revocation aforesaid in a manner that the number of Directors not liable to retire by rotation (including the special Directors who may be appointed under Article 56 and the Managing Director if any shall not exceed one third of the total number of Directors for time being. 60. The remaining Directors liable to retire by rotation may be appoint by the Company in General Meeting. ROTATION OF DIRECTORS 61. (1) At every Annual General Meeting one-third of such of the Directors for the time being as are liable to retire by rotation or if their number is not three or a multiple of three then the number nearest to one-third shall retire from office. (2) The Directors to retire by rotation at every Annual General Meeting shall be those who have been longest in office since their last appointment but as between persons who become Directors on the same day, those who are to retire shall, in default of and subject to any agreement among themselves be determined by lot. (3) At the Annual General Meeting at which a Director retired as aforesaid the Company may fill up the vacancy by the appointing the retiring Director or some other person thereto. 129
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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
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Annexure - II Statement of Assets a
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7 The company is manufacturing CTD/
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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 and 140: for public subscription and the bal
Page 141 and 142: POWER TO MODIFY RIGHT 11. (i) If at
Page 143: without any deduction or allowance
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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