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

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Authority for this Issue<br />

OTHER REGULATORY AND STATUTORY DISCLOSURES<br />

The <strong>Board</strong> <strong>of</strong> Directors have, pursuant a resolution passed at its meeting held on August 14, 2007,<br />

authorised this Issue, subject to the approval <strong>of</strong> the shareholders <strong>of</strong> our Company under Section<br />

81(1A) <strong>of</strong> the Companies Act, 1956.<br />

Our shareholders have authorised this Issue by a special resolution adopted pursuant to Section 81<br />

(1A) <strong>of</strong> the Companies Act, 1956, passed at the Annual General Meeting <strong>of</strong> our Company held on<br />

September 29, 2007.<br />

We have also obtained all necessary contractual approvals required for this Issue. For further details,<br />

please refer section titled “Statutory Approvals” beginning on page [●] <strong>of</strong> this Draft Red Herring<br />

Prospectus.<br />

Prohibition by SEBI<br />

Our Company, our Directors, our Promoters, or persons in control <strong>of</strong> our Promoter Group Companies,<br />

companies promoted by our Promoters <strong>and</strong> companies or entities with which our Company’s Directors<br />

are associated as directors / promoters / partners have not been prohibited from accessing or<br />

operating in the capital markets or restrained from buying, selling or dealing in securities under any<br />

order or direction passed by SEBI.<br />

Prohibition by RBI<br />

Our Company, our Promoters, their relatives, group concerns <strong>and</strong> associate companies have not been<br />

detained as willful defaulters by the RBI or any other government authorities <strong>and</strong> there are no<br />

violations <strong>of</strong> securities laws committed by them in the past or pending against them.<br />

Eligibility for the Issue<br />

We are eligible for the issue as per Clause 2.2.2 <strong>of</strong> the SEBI Guidelines as explained under.<br />

Clause 2.2.2 <strong>of</strong> the SEBI Guidelines state as follows:<br />

An unlisted company not complying with any <strong>of</strong> the conditions specified in Clause 2.2.1 may make an<br />

initial public <strong>of</strong>fering <strong>of</strong> equity shares or any other security which may be converted into or<br />

exchanged with equity shares at a later date, only if it meets both the conditions in (a) <strong>and</strong> (b) given<br />

below:<br />

(a)(i) The issue is made through the book building process, with atleast 50% <strong>of</strong> the net <strong>of</strong>fer to the<br />

public being allotted to the Qualified Institutional Buyers (QIBs), failing which the<br />

subscription monies shall be refunded.<br />

OR<br />

(a)(ii) The “project” has atleast 15% participation by Financial Institutions/Scheduled Commercial<br />

Banks, <strong>of</strong> which atleast 10% comes from the appraiser(s). In addition to this, atleast 10% <strong>of</strong> the<br />

issue size shall be allotted to QIBs, failing which full subscription monies shall be refunded.<br />

(b)(i) The minimum post issue face value capital <strong>of</strong> the Company shall be Rs. 10 crores.<br />

AND<br />

220

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