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

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Title of Article Article Number and contents remains unpaid or unclaimed for a period of seven years from the date of such transfer, shall be transferred by the company to the Fund known as Investor Education and Protection Fund established under section 205C of the Act. DOCUMENTS AND NOTICES No unclaimed or unpaid divided shall be forfeited by the Board. Title of Article Article Number and Contents To whom documents must be served or given REGISTERS AND DOCUMENTS 239. Document or notice of every Meeting shall be served or given on or to (a) every Member (b) every person entitled to a Share in consequence of the death or insolvency of a Member and (c) the Auditor or Auditors for the time being of the Company, PROVIDED that when the notice of the Meeting is given by advertising the same in newspaper circulating in the neighborhood of the office of the Company under Article 109, a statement of material facts referred to in Article 100 need not be annexed to the notice, as is required by that Article, but it shall merely be mentioned in the advertisement that the statement has been forwarded to the Members of the Company. Title of Article Article Number and Contents Registers and documents to be maintained by the Company 243. The Company shall keep and maintain registers, books and documents required by the Act or these Articles, including the following: (a) Register of investments made by the Company but not held in its own name, as required by Section 49(7) of the Act (b) Register of mortgages and charges as required by Section 143 of the Act and copies of instruments creating any charge requiring registration according to Section 136 of the Act. (c) Register and index of Members and debenture holders as required by Sections 150, 151 and 152 of the Act. (d) Foreign register, if so thought fit, as required by Section 157 of the Act (e) Register of contracts, with companies and firms in which Directors are interested as required by Section 301 of the Act. (f) Register of Directors and Secretaries etc. as required by Section 303 of the Act. (g) Register as to holdings by Directors of Shares and/or Debentures in the Company as required by Section 307 of the Act. (h) Register of investments made by the Company in Shares and Debentures of the bodies corporate in the same group as required by Section 372(2) of the Act. (i) Copies of annual returns prepared under Section 159 of the Act together with the copies of certificates and documents required to be annexed thereto under Section 161 of the Act. (j) Register of loans, guarantees, or securities given to the other companies under the same management as required by Section 370 of the Act. 302
SECTION XI –OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company or contracts entered into more than two years before the date of filing of this Draft Red Herring Prospectus) which are or may be deemed material have been entered or are to be entered into by our Company. These contracts, copies of which will be attached to the copy of the Red Herring Prospectus will be delivered to the Registrar of Companies, Maharashtra for registration and also the documents for inspection referred to hereunder, may be inspected at the Registered Office of our Company located at 201/202, 2 nd floor, Abhilasha, S.V. Road, Kandivali (West), Mumbai – 400 067, from 10.00 a.m. to 4.00 p.m. on working days from the date of filing of this Draft Red Herring Prospectus until the date of closure of this Issue. Material Contracts 1. Memorandum of Understanding dated November 21, 2007 among the Company and Saffron Capital Advisors Private Limited, appointing them as Book Running Lead Manager to the issue. 2. Memorandum of Understanding dated October 12, 2007 between the Company and Intime Spectrum Registry Limited appointing them as Registrar to the issue. 3. Letter of Appointment dated November 01, 2007 appointing Crawford Bayley & Co, as Legal Advisor to the Issue. 4. Tripartite Agreement dated [•] among our Company, NSDL and Intime Spectrum Registry Limited. 5. Tripartite Agreement dated [•] among our Company, CDSL and Intime Spectrum Registry Limited. 6. Escrow agreement dated [•] 2007 between our Company, the BRLM, Escrow Collection Banks, and the Registrar to the Issue. 7. Syndicate agreement dated [•] 2007 between our Company, the BRLM and the Syndicate Members. 8. Underwriting agreement dated [•] 2007 between us, the BRLM and the Syndicate Members. 9. MOU dated September 25, 2006 between Sejal Architectural Glass Limited and Flachglass Veredlung GmbH & Co. KG. , Germany. 10. MOU dated September 25, 2006 between Sejal Architectural Glass Limited and Kaphs SA- Montres- Switzerland. Documents for inspection 1. Memorandum and Articles of Association of our Company, as amended from time to time. 2. Certificate of incorporation dated December 11, 1998 bearing Certificate of incorporation number 11-117437 issued by the Registrar of Companies, Maharashtra, Mumbai. 3. Resolution of the Board of Directors passed at its meetings held on August 14, 2007, authorising the Issue. 303
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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
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26 Shantilal Gada Interest paid on
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CAPITALIZATION STATEMENT ANNEXURE X
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1. The company has generally been r
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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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Page 261 and 262: Grounds for Technical Rejections Bi
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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 285 and 286: TRANSFER AND TRANSMISSION OF SHARES
Page 303: Title of Article Article Number and
Page 307: 23. SEBI observation letter no. [
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