194
Disclaimer clause of BSE
As required, a copy of this Draft Letter of Offer shall be submitted to the BSE. The disclaimer clause as
intimated by the BSE to us, post scrutiny of this Draft Letter of Offer, shall be included in the Final Letter of
Offer.
Filing
The Draft Letter of Offer has been filed with SEBI, Plot No. C 4-A, 'G' Block, Bandra Kurla Complex, Bandra
(East), Mumbai - 400 051, India, and with the Designated Stock Exchange i.e. BSE for its observations. All
legal requirements applicable until the date of filing the Draft Letter of Offer with the Stock Exchange have
been complied with. After SEBI gives its observations, the final Letter of Offer will be filed with the
Designated Stock Exchange as per the provisions of the Companies Act.
Impersonation
As a matter of abundant caution, attention of the applicants is specifically drawn to the provisions of sub-
section (1) of Section 68A of the Companies Act, 1956 which is reproduced below:
“Any person who –
i.
makes in a fictitious name an application to a Company for acquiring or subscribing for any shares
therein, or
ii. otherwise induces a Company to allot, or register any transfer of, shares therein to him, or any other
person in a fictitious name shall be punishable with imprisonment for a term which may extend to five
years.”
Listing
The shares of the company are listed on the BSE (the designated stock exchange) and in-principle
approval for listing of shares has been obtained from the BSE through its letter No. [*] dated [*]. The Company
will apply to BSE for listing of the securities to be issued pursuant to this issue.
If the permission to deal in and for an official quotation of the securities is not granted by BSE within 12 days
from the Issue Closing Date, the Company should forthwith repay, without interest, all monies received from
the applicants in pursuance of this Letter of Offer. If such money is not repaid within eight days after the
Company becomes liable to repay it, then the Company and every Director of the Company who is an officer in
default shall, on and from expiry of eight days, be jointly and severally liable to repay the money, with interest,
as prescribed under Section 73 of the Companies Act 1956.
Consents
Consents in writing of the Auditors, Lead Manager, Legal Advisor to the Issue and Registrar to the Issue to act
in their respective capacities and Directors for their names to appear as such in this Draft Letter of Offer have
been obtained and such consents have not been withdrawn up to the time of delivery of this Draft Letter of
Offer for registration with the Stock Exchange.
M/s M.M. Nissim and Co., Chartered Accountants, being the Auditors of our Company have given their written
consent for the inclusion of their Report in the form and content as appearing in this Draft Letter of Offer and for
their report on the Statement of Tax Benefits, in the form and content as appearing in this Draft Letter of Offer and
such consents and reports have not been withdrawn up to the time of delivery of this Draft Letter of Offer with the
stock exchange.
We are in the process of obtaining consent from Bankers to the Issue. To the best of knowledge of the
company, there are no other consents required for this Issue. However, should the need arise, necessary
consents shall be obtained by the Company.
195
Expert Opinion
Except for the restated financial statements and audit reports of the Auditor of our Company on the financial
statements of the Company as at and for the years ended March 31, 2011, 2010, 2009, 2008 and 2007 and their
report on Statement of Tax Benefits, we have not obtained any other expert opinion in relation to this Issue.
Expenses of the Issue
The expenses of the Issue have been listed below:
Sr. No.
Particulars
Rs. In Lakhs
% of the Issue
Size
1.
Lead Manager, Legal Advisor and Other Fees
[*]
[*]
2.
Statutory Fees payable to SEBI and Stock Exchange,
Registrar and Depository Charges
[*]
[*]
3.
Advertising, Printing, Stationery, Stamp Duty and
Postage expenses (including transportation costs)
[*]
[*]
4.
Misc. Expenses
[*]
[*]
TOTAL
[*]
[*]
[*]
shall be finalized before filing of final Letter of Offer with Stock Exchange.
The percentage of the total Issue expenses of Rs. [*] Lakhs is [*] % of the total Issue size.
Previous public or rights issue, if any (during the last 5 Years)
There has been no public or rights issue during last 5 years by Our Company.
Previous Issues of Securities otherwise than for Cash
Neither Our Company nor any other listed group - company/ subsidiary/ associate have made any issue of
Equity Shares for consideration other than cash during the last five years.
Commission or Brokerage on Previous Issues
The Company has not made any public / rights issue during last five years, hence any commission or brokerage
has not been paid. There are no outstanding against underwriting commission, brokerage and selling
commission payable by the Company on account of previous capital issues made by the Company.
Particulars of Listed Group Companies/ subsidiaries /associates which made capital issue during the last
three years
Neither Our Company nor any other listed group- company/ subsidiary/ associate have made any capital issue
during the last three years.
Performance vis-à-vis Objects
The company has not made any public or rights issues in the past 10 years.
Listed Group Companies/ associates companies
There are no listed group companies / associate companies.
Outstanding debentures or bonds
There are no outstanding debentures or bonds and any other instruments which are outstanding as on the date of
offer document.
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