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

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TABLE OF CONTENTS Section I – Definitions and Abbreviations Conventional/General Terms 1 Issue Related Terms 2 Industry Related Terms 5 Abbreviations Section II – General 6 Certain Conventions and Use of Market Data 8 Forward Looking Statements 9 Section III – Risk Factors Section IV – Introduction 10 Summary 24 Brief details of the Issue 27 Summary of Financial Information 28 General Information 32 Capital Structure Section V – Objects of the Issue 40 Objects of the Issue 57 Basic Terms of the Issue 64 Basis for Issue Price 67 Statement of Tax Benefits Section VI – About Us 70 Industry Overview 78 Our Business 88 Key Industry Regulations and Policies 121 Our History and Other Corporate Matters 122 Our Management 126 Promoters and their Background 147 Currency of Presentation 151 Dividend Policy Section VII – Financial Information 152 Financial Statements 153 Financial Information of Group Companies/ Ventures 185 Management’s Discussion and Analysis of Financial Condition and Results of Operations Section VIII – Legal and other Regulatory Information 198 Outstanding Litigations, Material Developments and Other Disclosures 207 Statutory Approvals and Licenses 213 Other Regulatory and Statutory Disclosures Section IX –Issue Related Information 220 Terms of the Issue 231 Issue Structure 235 Issue Procedure 238 Restrictions on Foreign Ownership of Indian Securities Section X – Description of Equity Shares and Articles of Association 269 Main Provisions of the Articles of Association Section XI –Other Information 271 Material Contracts and Documents for Inspection Section XII –Declaration 303
SECTION I DEFINITIONS AND ABBREVIATIONS Definitions Term Description “Issuer” or “SAGL” or “the Company” or “Sejal Architectural Glass Limited” or “our Company” or “Sejal” or “we” or “us” or “our” Unless the context otherwise requires, refers to Sejal Architectural Glass Limited, a public limited company incorporated under the Companies Act, 1956 having its registered office at 201/202, 2 nd Floor Abhilasha, S.V. Road, Kandivali (West), Mumbai – 400 067 Promoters 1. Mr. Amrut S. Gada 2. Mr. Kanji V. Gada 3. Mr. Dhiraj S. Gada 4. Mr. Shantilal S. Gada 5. Mr. Mitesh K. Gada Group Concerns Group Companies: 1. Sejal Glass Craft Private Limited 2. Sejal International Limited 3. Sejal Insurance Broking Limited 4. Sejal Float Glass Limited 5. Sejal Finance Limited Proprietory Concerns: 1. Sejal Glass House 2. Mitesh Textiles Charitable Trusts: 1. Shri Jethalal Nonghabhai Gada Vagad Educational, Welfare and Research Centre 2. Shri Sachhamata Charitable Trust Conventional / General Terms Term Description Act/ Companies Act The Companies Act, 1956, as amended from time to time Articles / Articles of Association/AOA Articles of Association of our Company Auditors The statutory auditors of our Company, being S.S.Puranik & Co, Chartered Accountants Companies Act The Companies Act, 1956 as amended from time to time. Depository A body corporate registered under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time. Depositories Act The Depositories Act, 1996, as amended from time to time. DP / Depository Participant A depository participant as defined under the Depositories Act. Directors The Directors of our Company, unless the context otherwise requires Equity Shares Equity shares of our Company of Rs. 10/-each unless otherwise specified in the context thereof. GoI/Government The Government of India. Indian GAAP Generally accepted accounting principles in India. Insurance Act Insurance Act, 1938, as amended from time to time. I.T. Act/Income Tax Act The Income Tax Act, 1961, as amended from time to time. Memorandum / The Memorandum of Association of Sejal Architectural Glass Limited 1
Page 1: Draft Red Herring Prospectus Decemb
Page 5 and 6: Term Description Designated Date Th
Page 7 and 8: Term Description Bhandup ( West), M
Page 9 and 10: IPO Initial Public Offer ISO Intern
Page 11 and 12: FORWARD-LOOKING STATEMENTS This Dra
Page 13 and 14: the tax on the additional income of
Page 15 and 16: Risk relating to the project 6. The
Page 17 and 18: amount(s) due to our lender(s), not
Page 19 and 20: utilized portion of the licence. Ad
Page 21 and 22: protect us from entire liability fo
Page 23 and 24: 6. Terrorist attacks and other acts
Page 25 and 26: 12. Investors are advised to go thr
Page 27 and 28: The Indian Architectural float glas
Page 29 and 30: BRIEF DETAILS OF THE ISSUE Equity S
Page 31 and 32: Share Application Money 2563.61 296
Page 33 and 34: D Net Profit after Tax but before E
Page 35 and 36: Issue Management Team Book Running
Page 37 and 38: Bank of India Banking Branch M.D.I.
Page 39 and 40: Pursuant to recent amendments to th
Page 41 and 42: Name and Address of the Underwriter
Page 43 and 44: 5 Subdivision of Equity shares of R
Page 45 and 46: Mr. Mitesh K. Gada* Mr. Shantilal S
Page 47 and 48: Capital would be locked-in for a pe
Page 49 and 50: Friends, Relatives and Others 36,74
Page 51 and 52: 3. August 30, 2007 Mr. Nilesh S. Bh
Page 53 and 54:
Vinod Velji Shah HUF jointly with M
Page 55 and 56:
9. November 22, 2007 Ms. Diwaliben
Page 57 and 58:
5 Mr. Kanji V. Gada 6,16,250 3.37 6
Page 59 and 60:
SECTION V- OBJECTS OF THE ISSUE OBJ
Page 61 and 62:
a. Plant & Machinery - Imported i.
Page 63 and 64:
Work-in-progress 0.43 months 430.00
Page 65 and 66:
We propose to raise Rs. [•] Lacs
Page 67 and 68:
Authority for the issue The Issue h
Page 69 and 70:
BASIS FOR ISSUE PRICE The issue pri
Page 71 and 72:
ii. Lowest - Haldyn Glass Gujarat 5
Page 73 and 74:
Benefits available to the Company u
Page 75 and 76:
8. In case of a shareholder being a
Page 77 and 78:
Benefits available to other Non-Res
Page 79 and 80:
Benefits available to Mutual Funds
Page 81 and 82:
Source: Central Statistical Organis
Page 83 and 84:
� Fused silica glass - Fused sili
Page 85 and 86:
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
Page 103 and 104:
101
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
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Mr. Mitesh K. Gada, Whole-Time Dire
Page 137 and 138:
Leave travel concession for self an
Page 139 and 140:
emuneration payable to the said Dir
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• 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
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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
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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
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 and 232:
This being an initial public offeri
Page 233 and 234:
Principal Terms and Conditions of t
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
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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
Page 279 and 280:
Page 281 and 282:
Page 283 and 284:
Page 285 and 286:
TRANSFER AND TRANSMISSION OF SHARES
Page 287 and 288:
Page 289 and 290:
Page 291 and 292:
Page 293 and 294:
Page 295 and 296:
Page 297 and 298:
Page 299 and 300:
Page 301 and 302:
Page 303 and 304:
Page 305 and 306:
SECTION XI -OTHER INFORMATION MATER
Page 307:
23. SEBI observation letter no. [
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