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

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The Board of Directors, SEJAL ARCHITECTURAL GLASS LIMITED 201, Abhilasha, 2 nd Floor, S.V. Road, Kandivali (West), Mumbai - 400 067 Dear Sirs, STATEMENT OF TAX BENEFITS We hereby confirm that the enclosed statement, prepared by the Company, states the possible tax benefits available to SEJAL ARCHITECTURAL GLASS LIMITED ('the Company') and its shareholders under the current tax laws presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the relevant tax laws. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the Company may or may not choose to fulfill. The benefits discussed in the enclosed statement are not exhaustive and the preparation of the contents stated is the responsibility of the Company's management. We are informed that this statement is only intended to provide general information to the investors and hence is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences, the changing tax laws and the fact that the Company will not distinguish between the shares offered for subscription and the shares offered for sale by the selling shareholders, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue. Our confirmation is based on the information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company and the interpretation of the current tax laws in force in India. We do not express any opinion or provide any assurance as to whether : • The Company or its shareholders will continue to obtain these benefits in future; or • The conditions prescribed for availing the benefits, where applicable have been/would be met. For S. S. PURANIK & CO. Chartered Accountants Mr. Shripad S. Puranik Proprietor M. No. 030670 70
Benefits available to the Company under the Income Tax Act, 1961. 1. Deduction under Section 80-IB of the Act The profits of the Proposed Plant would be eligible for deduction @ 100% under section 80- IB of the Act for the period of first five years after commencement of commercial production and thereafter @ 30% for the next five years. The profits of the float glass division for the purposes of Section 80-IB of the Act shall be computed on a stand-alone basis. The benefit is available subject to fulfilment of the conditions prescribed under that section. 2. Under Section 10(34) of the Act, dividend income (whether interim or final) in the hands of the company as distributed or paid by any other Company is fully exempt from tax in the hands of the Company. 3. As per the provisions of Section 112 (1) (b) of the Act, long-term capital gains would be subject to tax at the rate of 20% (plus applicable surcharge and education cess). However, as per the proviso to Section 112(1), the long term capital gains resulting on transfer of listed securities or units (not covered by section 10(36) and 10(38)), would be subject to tax at the rate of @ 20% with indexation benefits or 10% without indexation benefits (plus applicable surcharge and education cess) as per the option of the assessee. 4. Long term capital gain arising from transfer of an ‘Eligible Equity Share’ in a company Purchased on or after the 1st day of March, 2003 and before the 1st day of March, 2004 (both days inclusive) and held for a period of 12 months or more is exempt from tax under section 10(36) of the Act. 5. As per the provisions of section 10(38), long term capital gain arising from the sale of Equity Shares in any company through a recognized stock exchange or from the sale of units of an equity oriented mutual fund shall be exempt from Income Tax if such sale takes place after 1 st of October 2004 and such sale is subject to Securities Transaction tax. 6. As per the provisions of section 111A, Short Term capital gains arising from the transfer of Equity Shares in any company through a recognized stock exchange or from the sale of units of equity oriented mutual fund shall be subject to tax @ 10% provided such a transaction is entered into after the 1st day of October, 2004 and the transaction is subject to Securities Transaction Tax. 7. In accordance with and subject to the conditions and to the extent specified in Section 54EC of the Act, the Company would be entitled to exemption from tax on gains arising from transfer of the long term capital asset (not covered by section 10(36) and section 10(38)) if such capital gain is invested in any of the long-term specified assets in the manner prescribed in the said section. Where the long-term specified asset is transferred or converted into money at any time within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the long-term specified asset is transferred or converted into money. 8. As per the provisions of Section 54ED of the Act and subject to the conditions specified therein, capital gains arising from transfer of long term assets, being listed securities or units (not covered by section 10(36) and section 10(38)) shall not be chargeable to tax to the extent such gains are invested in acquiring Equity Shares forming part of an ‘eligible issue of share capital’ in the manner prescribed in the said section. 71
Page 1 and 2:
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
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: ii. Lowest - Haldyn Glass Gujarat 5
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
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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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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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Page 281 and 282:
Page 283 and 284:
Page 285 and 286:
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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