KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

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DOCUMENTS FOR INSPECTION 1. Memorandum and Articles of Association of Kamdhenu Ispat Limited. 2. Certificate of Incorporation of the Company dated 12th September, 1994 3. Copy of resolution passed under Section 81(1A) of the Act, at the EGM of the Company held on October 5, 2005 4. Copy of Resolution passed by the Board of Directors at their meeting held on 10th September, 2005 for the proposed public issue 5. Consent from the Directors, Company Secretary, Compliance Officer, Auditor, Lead Manager, Registrar to the issue, Bankers to the Issue, and Legal Advisor to the Company to act in their respective capacities. 6. Tax Benefit Certificate dated 23rd September, 2005 from S. Singhal & Co., Chartered Accountants, Auditors of the Company. 7. Auditor’s report dated 30th September, 2005 from S. Singhal & Co., Chartered Accountants, included in the Prospectus and copies of the Balance Sheet referred in the said report. 8. Annual Report of the Company for the last five Financial Years and Five months ended August 31, 2005. 9. Copies of Initial Listing Application made to the National Stock Exchange (NSE) and The Stock Exchange, Mumbai (BSE) 10. Copies of in-principal approvals dated [] and [] from NSE & BSE respectively. 11. Final SEBI observation Letter no [] dated [] 12. Due Diligence Certificate dated 14th November, 2005 from Chartered Capital & Investment Limited 13. The stablisation agreement dated [] between us, the selling shareholder and stablisation agent. 138
DECLARATION All the relevant provisions of the Companies Act, 1956 and the guidelines issued by the Government or the guidelines issued by the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to the provisions of the Companies Act, 1956 or the Securities and Exchange Board of India Act, 1992 or rules made there under or guidelines issued, as the case may be. We, the directors of Kamdhenu Ispat Limited, hereby declare and confirm that no information / material likely to have a bearing on the decision of the investors in respect of the Equity Shares issued in terms of the Prospectus has been suppressed / withheld and / or incorporated in the manner that would amount to misstatement / misrepresentation. We further certify that all statements in this Prospectus are true and correct. SIGNED BY ALL THE DIRECTORS OF KAMDHENU ISPAT LIMITED Mr. Satish Agarwal, Chairman & Managing Director Mr. Pradeep Agarwal, Whole Time Director Mr. Sunil Kumar Agarwal, Whole Time Director Mr. Saurabh Agarwal, Whole Time Director Mr. Subhash Chander Singhal, Director Mr. Rajiv Goel, Director Mr. Rakesh Goyal, Director* *Through Constituted Attorney Mr. Sachin Aggarwal Mr. Arvind Kumar, Company Secretary Place: Gurgaon Date: 14th November, 2005 SIGNED BY THE COMPLIANCE OFFICER 139
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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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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 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: MATERIAL CONTRACTS AND DOCUMENTS FO
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