APR Constructions Limited - Saffron Capital

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(c) The Shares to be issued at a discount are issued within two months after the date in which the issue is sanctioned by the Company Law Board or within such extended time as the Company Law Board may allow. 13. FURTHER ISSUE OF CAPITAL (1) Where at the time after the expiry of two years from the formation of the company or at any time after the expiry of one year from the allotment of shares in the company made for the first time after its formation, whichever is earlier, it is proposed to increase the subscribed capital of the company by allotment of further shares then: (a) Such further shares shall be offered to the persons who at the date of the offer, are holders of the equity shares of the company, in proportion, as near as circumstances admit, to the capital paid up on those shares at the date. (b) Such offer shall be made by a notice specifying the number of shares offered and limiting a time not less than thirty days from the date of the offer and the offer if not accepted, will be deemed to have been declined. (c) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to them in favour of any other person and the notice referred to in sub clause (b) hereof shall contain a statement of this right.. (d) After expiry of the time specified in the aforesaid notice or on receipt of earlier intimation from the person to whom such notice is given that the declines to accept the shares offered, the Board of Directors may dispose off them in such manner and to such person(s) as they may think most beneficial to the company. (2) Notwithstanding anything contained in sub-clause (1) thereof, the further shares aforesaid may be offered to any persons (whether or not those persons include the persons referred to in clause (a) of sub-clause (1) hereof) in any manner whatsoever. If a special resolution to that effect is passed by the company in General Meeting, or Where no such special resolution is passed, if the votes cast (whether on a show of hands or on a poll as the case may be) in favour of the proposal contained in the resolution moved in the general meeting (including the casting vote, if any, of the chairman) by the members who, being entitled to do so, vote in person, or, where proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by members, so entitled and voting and the Central Government is satisfied, on an application made by the Board of Directors in this behalf that the proposal is most beneficial to the company. (3) Nothing in sub-clause (c) of (1) hereof shall be deemed: To extend the time within which the offer should be accepted; or To authorise any person to exercise the right of renunciation for a second time, on the ground that the person in whose favour the renunciation was first made has declined to take the Shares comprised in the renunciation (4) Nothing in this Article shall apply to the increase of the subscribed capital of the company caused by the exercise of an option attached to the debenture issued or loans raised by the company: (I) To convert such debentures or loans into shares in the company; or (II) To subscribe for shares in the company (whether such option is conferred in these Articles or otherwise) PROVIDED THAT the terms of issue of such debentures or the terms of such loans include a term providing for such option and such term: Either has been approved by the Central Government before the issue of the debentures or the raising of the loans or is in conformity with Rules, if any, made by that Government in this behalf; and 250
In the case of debentures or loans or other than debentures issued to or loans obtained from Government or any institution specified by the Central Government in this behalf, has also been approved by a special resolution passed by the company in General Meeting before the issue of the debentures or raising of the loans. Any debentures, debenture-stock or other securities may be issued at a discount, premium or otherwise and may be issued on condition that they shall be convertible into shares of any denomination and with any privileges and condition as to redemption, surrender, drawing, allotment of Directors and otherwise Debentures with the right to conversion into or allotment of shares shall be issued only with the consent of the Company in the General Meeting by a Special Resolution. 14. NEW CAPITAL SAME AS EXISTING CAPITAL Except so far as otherwise provided by the conditions of issue or by These Presents, any capital raised by the creation of new Shares shall be considered as part of the existing capital, and shall be subject to the provisions herein contained, with reference to the payment of calls and installments, forfeiture, lien, surrender, transfer and transmission, voting and otherwise. 16. SHARES UNDER CONTROL OF DIRECTORS Subject to the provisions of Section 81 of the Act and these Articles, the shares in the capital of the company for the time being shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par or (subject to the compliance with the provisions of section 79 of the Act) at a discount and at such time as they may from time to time think fit and with the sanction of the company in the General Meeting to give to any person or persons the option or right to call for any shares either at par or premium during such time and for such consideration as the Directors think fit, and may issue and allot shares in the capital of the company on payment in full or part of any property sold and transferred or for any services rendered to the company in the conduct of its business and any shares which may so be allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares.Provided that option or right to call of shares shall not be given to any person or persons without the sanction of the company in the General Meeting. 22. SHARE CERTIFICATES (a) Every member shall be entitled, without payment, to one or more certificates in marketable lots, for all the shares of each class or denomination registered in the name, or if the Directors so approve (upon paying such fee as the Directors may from time to time determine) to several certificates, each for one or more of such shares and the company shall complete and have ready for delivery such certificates within three months from the date of allotment, unless the conditions of issue thereof otherwise provide, or within one month of the receipt of application ofregistration of transfer, transmission, sub-division, consolidation or renewal of any of its shares as the case may be.Every certificate of shares shall be under the seal of the company and shall specify the number and distinctive numbers of shares in respect of which it is issued and amount paid-up thereon and shall be in such form as the directors may prescribe or approve, provided that in respect of a share or shares held jointly by several persons the company shall not be borne to issue more than one certificate, and delivery of a certificate for share to one of the two joint holders shall be sufficient delivery to all such holders (b) Any two or more joint allottees of a share for the purpose of this Article, be treated as a single member, and the certificate of any share which may be the subject of joint owners, may be delivered to the first named person on behalf of all of them; for any further certificate the Board shall be entitled, but shall be not bound to prescribe charge not exceeding Rupee 1 the Company shall comply with the provisions of Section 113 of the Act. (c) A Director may sign a share certificate by affixing his signature thereon by means of any machine, equipment or other mechanical means, such as engraving in the metal or lithography, but not by means of a rubber stamp provided that the Director shall be responsible for the safe custody of such machine, equipment or other material used for the purpose. 251
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APR Constructions Limited (Our Comp
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DEFINITIONS AND ABBREVIATIONS SECTI
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Term BOBCAPS Book Building Process
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Term Pay-in-Period Price Band Prici
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Abbreviation Full Form DP ID Deposi
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Industry/ Project Related Terms, De
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Financial Data PRESENTATION OF FINA
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SECTION II - RISK FACTORS RISK FACT
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qualification or shortlisting proce
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Our operations are currently geogra
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24. Our projects under development
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(` in Lakhs) Particulars Year Ended
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We propose to acquire plant and mac
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• Significant development in Indi
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13. Investors are advised to refer
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Key Highlights Government Investm
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In order to surmount strain in capa
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Our major clientele under different
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SUMMARY STATEMENT OF PROFIT AND LOS
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THE ISSUE Issue by our Company Of w
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Name, Designation, Occupation and D
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Statutory Auditor M/s J.B. Reddy &
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Sr. No. requirements and completion
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4) Ensure that the Bid-cum-Applicat
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Only Bids that are uploaded on the
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Notes to capital structure 1. Histo
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Date of allotment/ Transfer Number
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Regulations and in compliance with
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10. Shareholding pattern of our Com
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24. The Equity shares held by the P
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of the proceeds and increasing or d
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17 CATERPILLAR MOTOR GRADER MODEL C
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lakhs respectively. Other current a
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BASIS FOR ISSUE PRICE Investors sho
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STATEMENT OF TAX BENEFITS The Board
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7. The amount of tax paid under sec
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If the specified asset is transferr
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B. 2. Non-Resident Indians Further,
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months from the date of transfer in
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(Source:CRISIL Research, Indian Inf
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Operations and Maintenance (O&M) Co
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Major and Medium irrigation project
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Funding Sources Irrigation projects
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Up gradation/ strengthening of 5,00
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Rural roads PMGSY: Government‟s c
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Rural roads under the PMGSY are 100
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To realize this potential, the Indi
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In addition to above, private playe
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Our major clientele under different
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Having a pan-India presence by bidd
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Indent Source identification Collec
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. Construction of Canals including
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Project & Location Construction of
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Project & Location Value of Project
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Project & Location Waghur Dam, Maha
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B. Earth Works: 1. Excavator/ Back
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We obtain specialized insurance for
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KEY REGULATIONS AND POLICIES Our Co
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8. Local Shops and Establishments L
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HISTORY AND OTHER CORPORATE MATTERS
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imports and exports, purchases, mar
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Of the two, APRCL-CRSSG (JV) was aw
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awarded the contract to the JV vide
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OUR MANAGEMENT Our Company is curre
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years, Special Silver Award and The
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Sitting Fees payable to Non Executi
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3. Monitoring transfers, transmissi
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Management Organisational Structure
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Employees As on February 28, 2011 o
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Promoter and Promoter Group Matrix
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BIL has made an application dated S
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2. Prarthana Inns Private Limited (
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Shareholding Pattern Sr. No. Name o
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Shareholding Pattern Sr. No. Name o
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DIVIDEND POLICY Our Company has no
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B. Other Financial Information: We
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ANNEXURE II SUMMARY STATEMENT OF AS
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STATEMENT OF ADJUSTMENTS TO AUDITED
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e. Inventories: Materials, Stores a
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5. Managerial Remuneration: Sr. No.
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ANNEXURE - V SUMMARY STATEMENT OF C
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I. Primary Securityto Karnataka Ban
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ANNEXURE- IX STATEMENT OF LOANS AND
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ANNEXURE- XII Detail of Related Par
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Sreenivasa Associates (Project Work
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ANNEXURE -XVII STATEMENT OF INVESTM
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MANAGEMENT‟S DISCUSSION AND ANALY
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Work Expenditure Work expenditure c
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Interest and Finance charges and De
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Interest & Finance Charges Interest
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3. Known trends or uncertainties th
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c d Residential plots Nos 4 &5in su
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SECTION VI - LEGAL AND OTHER INFORM
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paid by the NBCC and that the Sub c
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8376/2008 of Delhi, New Delhi Const
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PART 4: LITIGATION RELATING TO OUR
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GOVERNMENT AND OTHER APPROVALS Our
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5. Special Class Contractor Registr
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OTHER REGULATORY AND STATUTORY DISC
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1. “WE HAVE EXAMINED VARIOUS DOCU
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Page 207 and 208: SECTION VII - ISSUE RELATED INFORMA
Page 209 and 210: applicant would prevail. If the inv
Page 211 and 212: The Equity Shares have not been and
Page 213 and 214: Particulars QIBs# Non-Institutional
Page 215 and 216: ISSUE PROCEDURE This section applie
Page 217 and 218: Foreign venture capital investors r
Page 219 and 220: Subject to compliance with all appl
Page 221 and 222: and conditions that our Company and
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Page 225 and 226: SHARES, IF THEY SO DESIRE, AS PER T
Page 227 and 228: Stock Exchanges; nor does it in any
Page 229 and 230: (e) Allocation to Eligible NRIs or
Page 231 and 232: Notice to QIBs: Allotment/Transfer
Page 233 and 234: number of shares that can be held b
Page 235 and 236: The Bidders should note that the es
Page 237 and 238: Other Instructions Joint Bids in th
Page 239 and 240: 20) In case no corresponding record
Page 241 and 242: shall be punishable with imprisonme
Page 243 and 244: i. Each successful Bidder shall be
Page 245 and 246: 1. Direct Credit - Applicants havin
Page 247 and 248: ASBA Bids within eight Working Days
Page 249 and 250: RESTRICTIONS ON FOREIGN OWNERSHIP O
Page 251: 6. MODIFICATION OF RIGHTS Whenever
Page 255 and 256: 29. DIRECTORS MAY EXTEND TIME The B
Page 257 and 258: affect and the direction shall be e
Page 259 and 260: (1) Notwithstanding anything to the
Page 261 and 262: previous financial year or years ar
Page 263 and 264: 141. INDEMNITY (1) If the Company s
Page 265 and 266: 12. Application dated [•] for in-
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