KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

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FORWARD-LOOKING STATEMENTS We have included statements in this Prospectus which contain words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward-looking statements”. Actual results may differ materially from those suggested by the forward looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the steel industry in India and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, our exposure to market risks, competitive landscape, general economic and political conditions in India which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated fluctuations in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry. For further discussion of factors that could cause our actual results to differ, see the section titled “Risk Factors” on page __ of this Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither our Company nor the members of the Syndicate, nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, our Company and the Lead Manager will ensure that investors in India are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchanges. Market Data Unless stated otherwise, industry data used throughout this Prospectus has been obtained from industry publications. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. The data used from these sources may have been reclassified by us for the purpose of presentation. Although we believe industry data used in this Prospectus is reliable, it has not been verified by any independent source. (v)
RISK FACTORS An investment in equity shares involves a degree of risk. You should carefully consider all the Information in this Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares. To obtain, a complete understanding of our Company, you should read this section in conjunction with the sections titled “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages— and —— of this Prospectus as well as the other financial and statistical information contained in the Prospectus. If the following risks occur, our business, results of operations and financial condition could suffer, and the price of the Equity Shares and the value of your investment in the Equity Shares could decline. Note: Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other implication of any risks mentioned herein under: Internal Risks We are involved in one Criminal case which we have filed against M/s KMD Cement (P) Ltd for infringement of our Trade Mark We have filed a case against M/s KMD Cement Private Limited for Infringement of trade mark, passing off, Unfair competition, disposing of and/or dealing with goods under the Trade Mark “Kamdhenu”. The Case is pending before Chief Metropolitan Magistrate, Delhi. For further details please refer to section Litigation on page no _____ of this prospectus. We are involved in a number of legal and regulatory proceedings that, if determined against us, could have a material adverse impact on us. The following legal and regulatory proceedings are currently pending against our Company: A. Notices under Environmental Laws 1. Our Company received a notice dated 18th September 2002 issued by Rajasthan State Pollution Control Board directing Company to submit Environmental Statement for the year 2000-2001. According to the said notice the failure to submit the Environmental Statement would make the offence punishable under section 15 of the Environment (Protection) Act, 1986 which makes the contravention punishable with imprisonment for a term which may extend to five years with fine which may extend to One Lakh rupees. The Company has filed its reply to the said notice. However, there has been no response from Sate Pollution Control Board and no further action has taken place with respect to the said notice. We are waiting for the reply of Pollution Control Board for further submission of Environment Statement on periodic basis. Any adverse order passed by Pollution Control Board against us may affect our working or put financial burden on Company. 2. On 25th February, 2005, the regional Office of the Rajasthan State Pollution Control Board issued (RSPCB) an on the spot notice to the Company during inspection pointing certain operational deficiencies. The said notice was required to be replied within a period of 7 days. The Company vide its letter dated 10th March 2005 replied to the notice and stated that all defencies pointed in said notice have been complied with. Vide letter no. RPCB/RO/BWD/OR-88/2030 dated 25.10.05 of RSPCB, the Regional Officer informed that aforesaid deficiencies have been removed. However, a final order from the Board is awaited. Any adverse order passed by Pollution Control Board against us may affect our working or put financial burden on Company B. There are 6 civil disputes mainly relating Trade mark and passing off pending which the Company has filed against different parties for infringement of Company’s Trade mark “Kamdhenu.” For further details please see the section titled “Outstanding Litigation and Material Developments” on page ___of this Prospectus. C. We are involved in a number of cases relating to sales tax, entry tax, excise duty, income tax and other statutory dues which if determined against us could have an adverse impact on us. 1. There are 17 disputes relating to sales tax and entry tax pending against our Company. The disputed sales tax in these cases aggregates to approximately Rs.27,18,593 out of which the company has deposited Rs. 18,85,329 under protest 2. There are 2 disputes relating to Income Tax pending against our Company. The disputed amount in these cases aggregates to approximately Rs.10.52 Lacs out of which the Company has paid Rs. 3,00,000 as deposit under protest (vi)
Page 1 and 2: KAMDHENU ISPAT LIMITED DRAFT PROSPE
Page 3 and 4: DEFINITIONS AND ABBREVIATIONS Gener
Page 5: Abbreviations Abbreviation Full For
Page 9 and 10: mentioned under Class 1 to 42 cover
Page 11 and 12: (b) Any disruption/ discontinuance
Page 13 and 14: affect our operating results. We ar
Page 15 and 16: The central and state tax scheme in
Page 17 and 18: SUMMARY The following summary is qu
Page 19 and 20: THE ISSUE Equity Shares offered by
Page 21 and 22: of the Stabilisation Period allot,
Page 23 and 24: For the year ended August March Mar
Page 25 and 26: LEGAL ADVISOR TO THE ISSUE Luthra &
Page 27 and 28: 2. Capital Buildup: The existing sh
Page 29 and 30: B. Promoter Group 1. Saurabh Agarwa
Page 31 and 32: Sl. Name of Date of Consid- No. of
Page 33 and 34: Sl. Name of Date of Consid- No. of
Page 35 and 36: 7. The Pre-issue and Post-issue sha
Page 37 and 38: (b) Our top ten shareholders and sh
Page 39 and 40: OBJECTS OF THE ISSUE The proceeds f
Page 41 and 42: BASIS FOR ISSUE PRICE QUALITATIVE F
Page 43 and 44: STATEMENT OF TAX BENEFITS The Compa
Page 45 and 46: loss, such long -term capital loss
Page 47 and 48: Benefit available to Mutual Funds I
Page 49 and 50: Restrictions in external trade, bot
Page 51 and 52: to compete with the likes of China,
Page 53 and 54: III. Flat Products Flat products in
Page 55 and 56: · In China and other Asian countri
Page 57 and 58:
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
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MANAGEMENT’S DISCUSSION AND ANALY
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DEPRECIATION Depreciation on fixed
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of excise duty was 8% thereafter up
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Administrative and Other Expenses W
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Cost Of Goods Traded In The company
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Information required as per clause
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SL. NO. 5 6 7 8 9 10 11 12 ASSESSME
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3.2 CENTRAL EXCISE Commissioner of
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4.2 M/s. Kamdhenu Ispat Limited vs.
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II Outstanding litigations involvin
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Sales Tax ASSESSMENT YEAR PARTICULA
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11. The Company has obtained consen
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BEHALF AND TOWARDS THIS PURPOSE, TH
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Public Issue expenses are estimated
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ISSUE INFORMATION Terms of the Issu
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Applications by Hindu Undivided Fam
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Payment Instructions 1. Payments sh
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5. Investors can contact the Compli
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for public subscription and the bal
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POWER TO MODIFY RIGHT 11. (i) If at
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without any deduction or allowance
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there be no such Chairman or if at
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69. The Director shall not be requi
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fit and any such appointment may (i
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present and entitled to vote there
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MATERIAL CONTRACTS AND DOCUMENTS FO
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DECLARATION All the relevant provis
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KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

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