sejal architectural glass limited - Securities and Exchange Board of ...

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performance of the Company, not exceeding 1% (one per cent) of the net profits of the Company computed in the manner prescribed under Sections 349 and 350 of the Companies Act, 1956 III) Perquisites In addition to salary he will be entitled to perquisites, allowances, benefits, facilities and amenities (collectively called “perquisites”) as under, as per the policy / Rules of the Company in force or as may be approved by the Board from time to time. Category - A 1. Medical Benefits Reimbursement of medical expenses for self and family in accordance with Income Tax provisions or as per the Rules of the Company or as per the scheme of the Company. 2. Leave Travel Allowance Leave travel concession for self and family in accordance with Income tax provisions or as per the Rules of the Company or as per the scheme of the Company. 3. Club Fees Fees of one Club. This will not include admission and life membership fees. Category - B 1. Provident Fund The Company’s Contribution to Provident Fund as per the scheme of the Company. 2. Gratuity As per the statutory provisions of the Gratuity Act. Category - C 1. Car and Telephone Payment for car expenses for use of personal car for business and payment of telephone bills at residence will not be considered as perquisites. Personal long distance calls on telephone shall be billed by the Company. 2. Leave Privileged Leave as per the rules of the Company. Provided that the total remuneration including commission on net profits and perquisites shall not exceed the limits specified in Schedule XIII to the Companies Act, 1956, and if the same exceeds those limits, then the amount of commission on net profits as may be due and payable to the said Director shall be reduced to such amount so as to limit the remuneration within the limits as provided by the aforesaid Schedule to the said Act. If the Company has no profits or its profits are inadequate in any financial year, the salary determined as payable by the Board, within the aforesaid limits, shall become the minimum 136
emuneration payable to the said Director, subject however, to the approval of the Central Government and shareholders or any other relevant authority/(ies), if any. The Company do execute an Agreement with the said Mr. Ashish D. Karia, Whole-time Director of the Company. Corporate Governance The provisions of the Listing Agreement to be entered into with NSE and BSE with respect to Corporate Governance and the SEBI Guidelines in respect of corporate governance will be applicable to our Company immediately upon the listing of our Company’s Equity Shares on the Stock Exchanges. Our Company has taken necessary steps to implement the provisions and is complying with the Corporate Governance norms detailed in the listing agreements to be enetered into with the stock exchanges. The constitution of our Board of Directors is in compliance with the said provisions and it has the necessary committees in place in compliance with the said provisions: a) Audit Committee b) Remuneration Committee c) Shareholders/Investor Grievances Committee Composition of Board of Directors The Board of Directors of our Company has an optimum combination of executive and non-executive Directors as required under Clause 49 of the Listing Agreement. Our Board has 10 Directors out of which 5 are independent directors in accordance with the requirement of clause 49 of the listing agreement of the stock exchanges. Board Structure Name and Designation Nature of Directorship Mr. Amrut S. Gada Chairman and Managing Director Mr. Dhiraj S. Gada Joint Managing Director Mr. Mitesh K. Gada Wholetime Director Mr. R. Subramanian Director – Operations Mr. Ashish D. Karia Wholetime Director Mr. Atul S. Bharani Independent and Non-Executive Director Mr. Praful N. Satra Independent and Non-Executive Director Ms. Vimla M. Shah Independent and Non-Executive Director Mr. Hasmukh N. Shah Independent and Non-Executive Director Mr. Mitil R. Chokshi Independent and Non-Executive Director Audit Committee Our Company has constituted an Audit Committee, as per the provisions of Section 292A of the Companies Act. The constitution of the Audit Committee was approved at a meeting of the Board of Directors held on October 20, 2007. The terms of reference of Audit Committee complies with the requirements of Clause 49 of the listing agreement, which will be entered into with the Stock Exchange in due course. The committee consists of threeindependent directors and one executive director. Sr. No. Name of the Director Designation Nature of Directorship 1) Mr. Mitil R. Chokshi Chairman Independent and Non-Executive Director 137
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Draft Red Herring Prospectus Decemb
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SECTION I DEFINITIONS AND ABBREVIAT
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Term Description Designated Date Th
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Term Description Bhandup ( West), M
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IPO Initial Public Offer ISO Intern
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FORWARD-LOOKING STATEMENTS This Dra
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the tax on the additional income of
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Risk relating to the project 6. The
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amount(s) due to our lender(s), not
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utilized portion of the licence. Ad
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protect us from entire liability fo
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6. Terrorist attacks and other acts
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12. Investors are advised to go thr
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The Indian Architectural float glas
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BRIEF DETAILS OF THE ISSUE Equity S
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Share Application Money 2563.61 296
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D Net Profit after Tax but before E
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Issue Management Team Book Running
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Bank of India Banking Branch M.D.I.
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Pursuant to recent amendments to th
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Name and Address of the Underwriter
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5 Subdivision of Equity shares of R
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Mr. Mitesh K. Gada* Mr. Shantilal S
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Capital would be locked-in for a pe
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Friends, Relatives and Others 36,74
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3. August 30, 2007 Mr. Nilesh S. Bh
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Vinod Velji Shah HUF jointly with M
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9. November 22, 2007 Ms. Diwaliben
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5 Mr. Kanji V. Gada 6,16,250 3.37 6
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SECTION V- OBJECTS OF THE ISSUE OBJ
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a. Plant & Machinery - Imported i.
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Work-in-progress 0.43 months 430.00
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We propose to raise Rs. [•] Lacs
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Authority for the issue The Issue h
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BASIS FOR ISSUE PRICE The issue pri
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ii. Lowest - Haldyn Glass Gujarat 5
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Benefits available to the Company u
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8. In case of a shareholder being a
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Benefits available to other Non-Res
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Benefits available to Mutual Funds
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Source: Central Statistical Organis
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� Fused silica glass - Fused sili
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The Total Float Glass Manufactured
Page 87 and 88: increasing demand for hotels/resort
Page 89 and 90: • Hygenic - Glass is a non-porous
Page 91 and 92: 2. High productive and reliable pro
Page 93 and 94: We view geographical expansion of o
Page 95 and 96: Features 93 Toughened Glass is appr
Page 97 and 98: The excellent dampening property of
Page 99 and 100: Brief description of the Processes
Page 101 and 102: c) Lamination Process Process First
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Page 105 and 106: As the batch materials melt into so
Page 107 and 108: Apollo Hospital Dhaka, Bangladesh B
Page 109 and 110: Availability of Nitrogen and Hydrog
Page 111 and 112: With the knowledge and experience o
Page 113 and 114: Further our company proposes to imp
Page 115 and 116: Sr. No Name of the trademark regist
Page 117 and 118: 7. Sale deed dated July 14, 2004 be
Page 119 and 120: 3. Standard fire and Special perils
Page 121 and 122: May 21, 2007. Premium Amount Rs. 6,
Page 123 and 124: KEY INDUSTRY REGULATIONS AND POLICI
Page 125 and 126: Changes in the Registered Office of
Page 127 and 128: 2. Non-Compete Agreement between ou
Page 129 and 130: Sr. No. Name, Age, Designation, Fat
Page 131 and 132: Sr. No. Name, Age, Designation, Fat
Page 133 and 134: Compensation to Managing Director/W
Page 135 and 136: Mr. Mitesh K. Gada, Whole-Time Dire
Page 137: Leave travel concession for self an
Page 141 and 142: • To look into the reasons for su
Page 143 and 144: extent of remuneration and/or reimb
Page 145 and 146: ORGANISATION CHART OF OUR COMPANY 1
Page 147 and 148: Sr. No Name, Age and Designatio n S
Page 149 and 150: OUR PROMOTER AND THEIR BACKGROUND T
Page 151 and 152: MR. SHANTILAL S. GADA Identificatio
Page 153 and 154: CURRENCY OF PRESENTATION All refere
Page 155 and 156: 1 st December, 2007 The Board of Di
Page 157 and 158: STATEMENT OF ASSETS AND LIABILITIES
Page 159 and 160: NOTES TO RESTATED PROFIT AND LOSS A
Page 161 and 162: the provision for deferred tax, tim
Page 163 and 164: ANNEXURE - V Accounting Ratios (Rec
Page 165 and 166: LOANS AND ADVANCES (UNSECURED, CONS
Page 167 and 168: Annexure XII (Rs. in lacs) Details
Page 169 and 170: f Bank of India g Axis Bank 4 Vehic
Page 171 and 172: ANNEXURE - XIV RELATED PARTY TRANSA
Page 173 and 174: Travelling Expenses Insurance Premi
Page 175 and 176: Unsecured Loan received/refund Unse
Page 177 and 178: FDR refunded 2.50 Interest paid on
Page 179 and 180: 17 Kanji Gada FDR received FDR refu
Page 181 and 182: 26 Shantilal Gada Interest paid on
Page 183 and 184: CAPITALIZATION STATEMENT ANNEXURE X
Page 185 and 186: 1. The company has generally been r
Page 187 and 188: FINANCIAL INFORMATION OF GROUP COMP
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2. Sejal International Limited Seja
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Shareholding Pattern: The Sharehold
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27 Mr. Hasmukh B. Shah 5000 0.09 28
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5. Sejal Finance Limited. Sejal Fin
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2. Mitesh Textiles Mitesh Textiles
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Companies with which the Promoters
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FACTORS AFFECTING OUR RESULTS OF OP
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% to Turnover 65.72% 69.06% 63.03%
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Fiscal 2005 Vs 2006 Income Income f
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Related Party Transactions For deta
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SECTION VIII - LEGAL AND REGULATORY
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A complaint bearing Complaint No. 6
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Sejal Glass House has not filed any
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STATUTORY APPROVALS AND LICENSES Ex
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6. Occupancy Certificate bearing no
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Sr. No. Details License No. 1. EPCG
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4. Application bearing no. 1371940
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OR (b)(ii) There shall be compulsor
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FROM ALL THE STOCK EXCHANGES MENTIO
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Further, each Bidder where required
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Expert Opinion Except as stated oth
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This being an initial public offeri
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Principal Terms and Conditions of t
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� to register himself or herself
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ISSUE STRUCTURE This Issue is being
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In case the Bid-Cum-Application For
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2. Hindu Undivided Families or HUFs
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please refer the section titled “
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published in two national newspaper
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Escrow Collection Banks shall trans
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Build Up of the Book and Revision o
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(j) In terms of SEBI Guidelines, QI
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c) Ensure that the details about De
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IT IS MANDATORY FOR ALL THE BIDDERS
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1. On the Bid-cum-Application Form
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Submission of Bid-cum-Application F
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Grounds for Technical Rejections Bi
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) The Bidder must necessarily fill
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Save and except refunds effected th
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(iii) Under-subscription below 5% o
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if any, for encashing such cheques,
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RESTRICTIONS ON FOREIGN OWNERSHIP O
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SECTION X- DESCRIPTION OF EQUITY SH
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MODIFICATION OF RIGHTS Title of Art
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Title of Article Article Number and
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TRANSFER AND TRANSMISSION OF SHARES
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SECTION XI -OTHER INFORMATION MATER
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23. SEBI observation letter no. [
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