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

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Mr. Ashwin S. Shetty Company Secretary & Compliance Officer Sejal Architectural Glass Limited 201/202, 2 nd floor, Abhilasha, S.V. Road, Kandivali (West), Mumbai – 400 067 Tel: +91-22-2863 3384/85/86; Fax +91-22-2863 3390; E-mail: ipo@sejalglass.co.in; Website: www.sejalglass.com Changes in Auditors during the last three years and reasons thereof There has been no change in our Auditors during the last 3 years. Capitalization of Reserves or Profits during last five years There has been no capitalization of reserves or profits, since inception. Revaluation of Assets during the last five years There has not been any revaluation of Assets during the last five years 230
Principal Terms and Conditions of the Issue SECTION IX – ISSUE RELATED INFORMATION TERMS OF THE ISSUE The Equity Shares being issued are subject to the provisions of the Companies Act, SEBI (DIP) Guidelines, our Memorandum and Articles of Association, the terms of this Draft Red Herring Prospectus, the Red Herring Prospectus, the Prospectus, Bid-cum-Application Form, the Revision Form, the Confirmation of Allocation Note and other terms and conditions as may be incorporated in the Allotment advices and other documents/certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to laws as applicable, guidelines, notifications and regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, the Government of India, the Stock Exchanges, the RBI, RoC and/or other authorities, as in force on the date of the Issue and to the extent applicable. Authority for the issue The Issue has been authorized by a resolution of our Board dated August 14, 2007 and by a special resolution adopted pursuant to Section 81(1A) of the Companies Act, at an annual general meeting of the shareholders of our Company held on September 29, 2007. Ranking of Equity Shares The Equity Shares being issued shall be subject to the provisions of the Companies Act, our Memorandum and Articles of Association and shall rank pari-passu in all respects with the existing Equity Shares of our Company including rights in respect of dividend. The Allottees in respect of Allotment of Equity Shares under this Issue will be entitled to dividends, voting rights and any other corporate benefits, if any, declared by the Company after the date of Allotment. For further details, please see the section “Main Provisions of the Articles of Association” on page [•] of this Draft Red Herring Prospectus. Mode of Payment of Dividend The declaration and payment of dividend will be as per the provisions of the Companies Act and recommended by the Board of Directors and the shareholders at their discretion, and will depend on a number of factors, including but not limited to earnings, capital requirements and overall financial condition of our Company. We shall pay dividends in cash and as per the provisions of the Companies Act. Face Value and Issue Price per Share The Equity Shares having a face value of Rs. 10/- each are being offered in terms of this Draft Red Herring Prospectus at a price of Rs. [•]/- per Equity Share. The issue price will be determined by our Company in consultation with the BRLM on the basis of assessment of market demand for the Equity Shares offered by way of book building. At any given point of time there shall be only one denomination of the Equity Shares of our Company, subject to applicable laws. The Issue Price is [•] times the face value of the Equity Shares. Compliance with SEBI Guidelines We shall comply with all disclosure and accounting norms as specified by SEBI from time to time. Rights of the Equity Shareholder 231
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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
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increasing demand for hotels/resort
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• Hygenic - Glass is a non-porous
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2. High productive and reliable pro
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We view geographical expansion of o
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Features 93 Toughened Glass is appr
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The excellent dampening property of
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Brief description of the Processes
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c) Lamination Process Process First
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101
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As the batch materials melt into so
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Apollo Hospital Dhaka, Bangladesh B
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Availability of Nitrogen and Hydrog
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With the knowledge and experience o
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Further our company proposes to imp
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Sr. No Name of the trademark regist
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7. Sale deed dated July 14, 2004 be
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3. Standard fire and Special perils
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May 21, 2007. Premium Amount Rs. 6,
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KEY INDUSTRY REGULATIONS AND POLICI
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Changes in the Registered Office of
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2. Non-Compete Agreement between ou
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Sr. No. Name, Age, Designation, Fat
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Sr. No. Name, Age, Designation, Fat
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Compensation to Managing Director/W
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Mr. Mitesh K. Gada, Whole-Time Dire
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Leave travel concession for self an
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emuneration payable to the said Dir
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• To look into the reasons for su
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extent of remuneration and/or reimb
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ORGANISATION CHART OF OUR COMPANY 1
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Sr. No Name, Age and Designatio n S
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OUR PROMOTER AND THEIR BACKGROUND T
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MR. SHANTILAL S. GADA Identificatio
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CURRENCY OF PRESENTATION All refere
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1 st December, 2007 The Board of Di
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STATEMENT OF ASSETS AND LIABILITIES
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NOTES TO RESTATED PROFIT AND LOSS A
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the provision for deferred tax, tim
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ANNEXURE - V Accounting Ratios (Rec
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LOANS AND ADVANCES (UNSECURED, CONS
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Annexure XII (Rs. in lacs) Details
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f Bank of India g Axis Bank 4 Vehic
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ANNEXURE - XIV RELATED PARTY TRANSA
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Travelling Expenses Insurance Premi
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Unsecured Loan received/refund Unse
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FDR refunded 2.50 Interest paid on
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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
Page 189 and 190: 2. Sejal International Limited Seja
Page 191 and 192: Shareholding Pattern: The Sharehold
Page 193 and 194: 27 Mr. Hasmukh B. Shah 5000 0.09 28
Page 195 and 196: 5. Sejal Finance Limited. Sejal Fin
Page 197 and 198: 2. Mitesh Textiles Mitesh Textiles
Page 199 and 200: Companies with which the Promoters
Page 201 and 202: FACTORS AFFECTING OUR RESULTS OF OP
Page 203 and 204: % to Turnover 65.72% 69.06% 63.03%
Page 205 and 206: Fiscal 2005 Vs 2006 Income Income f
Page 207 and 208: Related Party Transactions For deta
Page 209 and 210: SECTION VIII - LEGAL AND REGULATORY
Page 211 and 212: A complaint bearing Complaint No. 6
Page 213 and 214: Sejal Glass House has not filed any
Page 215 and 216: STATUTORY APPROVALS AND LICENSES Ex
Page 217 and 218: 6. Occupancy Certificate bearing no
Page 219 and 220: Sr. No. Details License No. 1. EPCG
Page 221 and 222: 4. Application bearing no. 1371940
Page 223 and 224: OR (b)(ii) There shall be compulsor
Page 225 and 226: FROM ALL THE STOCK EXCHANGES MENTIO
Page 227 and 228: Further, each Bidder where required
Page 229 and 230: Expert Opinion Except as stated oth
Page 231: This being an initial public offeri
Page 235 and 236: � to register himself or herself
Page 237 and 238: ISSUE STRUCTURE This Issue is being
Page 239 and 240: In case the Bid-Cum-Application For
Page 241 and 242: 2. Hindu Undivided Families or HUFs
Page 243 and 244: please refer the section titled “
Page 245 and 246: published in two national newspaper
Page 247 and 248: Escrow Collection Banks shall trans
Page 249 and 250: Build Up of the Book and Revision o
Page 251 and 252: (j) In terms of SEBI Guidelines, QI
Page 253 and 254: c) Ensure that the details about De
Page 255 and 256: IT IS MANDATORY FOR ALL THE BIDDERS
Page 257 and 258: 1. On the Bid-cum-Application Form
Page 259 and 260: Submission of Bid-cum-Application F
Page 261 and 262: Grounds for Technical Rejections Bi
Page 263 and 264: ) The Bidder must necessarily fill
Page 265 and 266: Save and except refunds effected th
Page 267 and 268: (iii) Under-subscription below 5% o
Page 269 and 270: if any, for encashing such cheques,
Page 271 and 272: RESTRICTIONS ON FOREIGN OWNERSHIP O
Page 273 and 274: SECTION X- DESCRIPTION OF EQUITY SH
Page 275 and 276: MODIFICATION OF RIGHTS Title of Art
Page 277 and 278: Title of Article Article Number and
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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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