KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

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shares during any portion or portions of the period in respect of which the dividend is paid but if any share is issued on terms provided that it shall rank for dividend as from a particular date such shares shall rank for dividend accordingly. 112. Subject to section 205A of the Act, the Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company. ACCOUNTS 118. (a) The Company shall keep and maintain such books of accounts and other records as may be required in respect of its (Company’s) business, affairs and operation showing all such particulars as may be specified it. (b) The Board shall, from time to time, determine whether and to what extent and at what time and places ad under what conditions or regulations the accounts and books of the Company or any of them shall be made available for inspection of members not being Directors. (c) No member (not being a Director) shall have any right of inspecting any account of books or documents of the Company except as conferred by law or authorised by the Board or by the Company in general meeting. CAPITALISATION OF PROFITS 119. (i) The Company in general meeting may, upon the recommendation of the Board resolved :- (a) That it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account or otherwise available for distribution and (b) That such sum be accordingly set free for distribution in the manner specified in clause (2) amongst the members who would have been entitled thereto, if distributed way of dividend and the same proportions. (ii) The sum aforesaid shall not be paid in cash but shall be used, either in or towards :- (a) paying up any amounts of the time being unpaid no any shares held by such members respectively; (b) paying up in full, in issued shares or debentures of company to be alloted and distributed credited as fully paid up to and amongst such member in the proportion aforesaid or; (c) partly in the way as specified in sub-clause (i) and partly in that specified in sub-clause (ii) (d) A share premium account and a capital reduction reserve fund may, fro the purpose of this regulation only be applied in he paying up of unissued to members of the Company as fully paid bonus shares. (iii) The Board shall give effect to the resolution passed by the Company in pursuance of this resolution. 120. Whenever such a resolution as aforesaid shall have been passed the Board shall; (a) make all appropriation and applications of the undivided profits resolved to be capitalised thereby and all allotments and issue of fully paid shares or debentures, if any and (b) do all acts and things required to give effect thereto. AUDIT 121. Once at least in every year the books of accounts of the Company shall be examined by one or more Auditor or Auditors. 123. The Company at each annual general meeting shall appoint an Auditor or Auditors to hold office until the next Annual General Meeting and their appointed, remuneration, rights and duties shall be regulated by Section 224 to 227 of the Act. WINDING UP 133. (i) If the Company shall be wound up, the liquidator may with the sanction of a special resolution of the Company and any other sanction required by the Act, divide amongst the members in specie or kind, the whole or any part of the assets of the Company whether they shall consider of property of the same kind or not. (ii) For the purpose aforesaid, the Liquidator may set aside value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the member of different classes of members. (iii) The liquidator, may with the like sanction vest any part of the assets of the Company in trustees upon such trust for the benefit of the contributors as he think fit but so that no member shall be compelled to accept any shares or other securities whereon there is any liability. 136
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The following contracts not being contracts entered in the ordinary course of business carried on by Kamdhenu Ispat Limited which are or may be deemed material contracts have been attached to the copy of this Prospectus delivered to the Registrar of Companies, NCT of Delhi & Haryana, for registration and also the documents for inspection refereed to hereunder, may be inspected at the Registered Office of Kamdhenu Ispat Limited at 5/2, Punjabi Bagh, New Delhi-110026 between 11.00 a.m. to 5.00 p.m. on any working day from the date of the Prospectus to until the date of closing of the issue. MATERIAL CONTRACTS 1. Memorandum of Understanding dated 26th October, 2005 with Chartered Capital & Investments Limited, appointing them as Lead Manager to the issue. 2. Memorandum of Understanding dated 27th October, 2005 signed with Karvy Computershare Private Limited, appointing them as Registrar to the issue. 3. Tripartite Agreement dated [] between the Company, —————————————-- and NSDL. 4. Tripartite Agreement dated [] between the Company, ———————————— and CDSL. 5. Letter of appointment dated1st April, 2005 from company to Luthra & Luthra as Legal Advisors to the Issue. 6. Agreement dated 16-09-2005 between the Company and M/s Aar Kay Industries (P) Ltd. for manufacture and supply of goods with Company’s Trade Mark. 7. Agreement dated 16-09-2005 between the Company and M/s Nalagargh Steel Rolling Mills (P) Ltd. for manufacture and supply of goods with Company’s Trade Mark. 8. Agreement dated 16-09-2005 between the Company and M/s Radhey Radhey Ispat (P) Ltd. for manufacture and supply of goods with Company’s Trade Mark. 9. Agreement dated 16-09-2005 between the Company and M/s Jhelum Industries (P) Ltd. for manufacture and supply of goods with Company’s Trade Mark. 10. Agreement dated 16-09-2005 between the Company and M/s Kali Metals (P) Ltd. for manufacture and supply of goods with Company’s Trade Mark. 11. Agreement dated 16-09-2005 between the Company and M/s Raghuveer Metal Industries Ltd. for manufacture and supply of goods with Company’s Trade Mark. 12. Partnership Deed dated 26-12-2005 between the Company, Smt Sujata Rout and Sri Sukanta Charan Rout for entering into a partnership under the name of M/s S.R. Ferro Alloys. 13. Agreement dated 26-12-2005 between the Company and M/s S.R. Ferro Alloys (partnership firm) for supply of entire production of Ores/ Minerals, obtained from the mines leased to M/s S.R. Ferro Alloys, to the Company. 14. MOU dated 16-09-2005 between the Company and Kamdhenu Industries Limited in respect of the property situated at Ajmer for being used as stockyard by the Company. 15. MOU dated 16-09-2005 between the Company and Kali Metals Pvt. Ltd. in respect of the property situated at Hosour, Dist. Krishnagiri, Tamil Nadu for being used as stockyard by the Company. 16. MOU dated 16-09-2005 between the Company and Radhey Radhey Ispat (P) Ltd. in respect of the property situated at Malwa, Dist. Fathepur for being used as stockyard by the Company. 17. MOU dated 16-092005 between the Company and Mr. Anand Mittal. in respect of the property situated at village Kukkarmazera, Mandi, Gobindgarh, for being used as stockyard by the Company. 18. Agreement dated 7th October, 2005 between company and Shri Jai Bahgwan in respect of the property situated in New Delhi for being used as stock yard by the company. 137
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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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Annexure - VII Performance Ratios:
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Principal Terms of Sanctioned Loans
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Financial Statements of Group Compa
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The Board of Directors of the Compa
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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
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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
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Page 119 and 120: 4.2 M/s. Kamdhenu Ispat Limited vs.
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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
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Page 149 and 150: fit and any such appointment may (i
Page 151: present and entitled to vote there
Page 155: DECLARATION All the relevant provis
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KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

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