205
(B)
ISSUE PROCEDURE
Basis of the Offer
The Equity Shares are being offered for subscription for cash to those existing Equity Shareholders whose
names appear as beneficial owners as per the list to be furnished by the Depositories in respect of the Equity
Shares held in the electronic form and on the Register of Members of the Company in respect of Equity Shares
held in the physical form at the close of business hours on the Record Date. The Company has in consultation
with the Designated Stock Exchange fixed the Record Date for determining the Shareholders who are entitled to
receive this offer for Equity Shares on a rights basis. The Equity Shares are being offered for subscription in the
ratio of 2 (two) Equity Shares for every 3 (three) Equity Shares held by the Equity Shareholders.
Option to Subscribe
Other than this Issue, our Company has not given any person any option to subscribe to the Equity Shares.
Rights Entitlement
The Equity shareholders of the Company whose name appears as beneficial owner as per the list furnished by
depositories in respect of the Equity Shares held in electronic form or appears in the Register of Members of our
Company in respect of the Equity Shares held in physical form on the Record Date i.e. [*], are entitled to the
number of Equity Shares set out in Block I of Part A of the enclosed CAFs. The Eligible Equity Shareholders are
entitled to two [2] Rights Shares for every three [3] Equity Shares held by them on the Record Date.
The eligible equity shareholders shall be entitled to the following:
1. 2 (two) Equity Shares for every 3 (three) Equity Shares held as on the Record Date. Fractional entitlements,
if any, of 0.5 or in excess thereof shall be rounded off to next higher integer, subject to the minimum
entitlement of 1 Equity Share, and less than 0.5 will be ignored.
2. Rights Entitlement on Equity Shares held in the pool account of the clearing members on the Record Date
shall be considered, and such claimants are requested to:
a. Approach the concerned depository through the clearing member of the Stock Exchange with requisite
details; and
b. Depository in turn should furnish details of the transaction to the Registrar to the Issue.
Fractional Entitlement
Fractional entitlement, if any, will be rounded off to the next higher integer and the Share required for the same
may be adjusted from one of the Promoter’s entitlements.
Offer to Non-Resident Equity Shareholders/ Applicants
Applications received from NRIs and non-residents for allotment of Equity Shares shall be inter alia, subject to
the conditions imposed from time to time by the RBI under the Foreign Exchange Management Act, 1999
(FEMA) in the matter of refund of application moneys, allotment of Equity Shares, issue of letter of allotment /
notification No. FEMA 20/200-RB dated May 3, 2000. The Board of Directors may at its absolute discretion,
agree to such terms and conditions as may be stipulated by RBI while approving the allotment of Equity Shares,
payment of dividend etc. to the non-resident shareholders. The rights shares purchased by non-residents shall be
subject to the same conditions including restrictions in regard to the repatriability as are applicable to the
original shares against which rights shares are issued.
By virtue of Circular No. 14 dated September 16, 2003 issued by the RBI, overseas corporate bodies (“OCBs”)
have been derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign
Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs))
Regulations, 2003. Accordingly, OCBs shall not be eligible to subscribe to the Equity Shares. The RBI has
206
however clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which
are incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh investments as
incorporated non-resident entities. Thus, OCBs desiring to participate in this Issue must obtain prior approval
from the RBI. On providing such approval to the Company at its registered office, the OCB shall receive the
Letter of Offer and the CAF. Letter of offer and CAF shall only be dispatched to non-resident Equity
Shareholders with registered address in India.
Overseas Shareholders
The Company is issuing Equity Shares on a rights basis to the Equity Shareholders of the Company and will
dispatch the Letter of Offer/Abridged Letter of Offer and Composite Application Form (“CAF”) to all the
Shareholders who have an Indian address and to those existing overseas shareholders having foreign addresses.
Persons receiving a copy of this Letter of Offer/ Abridged Letter of Offer should not, in connection with the
issue of the Equity Shares or the Rights Entitlements, distribute or send this Letter of Offer/ Abridged Letter of
Offer in or into the United States or any other jurisdiction where to do so would or might contravene local
securities laws or regulations. If this Letter of Offer is received by any person in any such territory, or by their
agent or nominee, they must not seek to subscribe to the Equity Shares or the Rights Entitlements referred to in
this Letter of Offer.
Applications by ASBA Investors
For Equity Shareholders wishing to apply through the ASBA process for Rights Issues, kindly refer section titled
“Procedure for Application through the Applications Supported By Blocked Amount (“ASBA”) Process” on
page no. 214 of this Draft Letter of Offer.
Notices
All notices to the Equity Shareholder(s) required to be given by the Company shall be published in one English
national daily with wide circulation, one Hindi national daily with wide circulation, one in regional language
newspaper and/or, will be sent by ordinary post to the registered holders of the Equity Share(s) from time to
time.
Authority for the Issue
The present Issue of Equity Shares has been authorized by the Board of Directors of the Company under section
81 (1) of the Companies Act, 1956 vide a resolution passed at their meeting held on October 22, 2010
Issue Schedule
Issue Opening Date
[*]
Last Date for receiving requests for split forms
[*]
Issue Closing Date
[*]
Issue of Duplicate Equity Share Certificates
If any Equity Share Certificate(s) is/are mutilated or defaced or the pages for recording transfers of Equity
Shares are fully utilized, the Company against the surrender of such certificate(s) may replace the same,
provided that the same will be replaced as aforesaid only if the certificate numbers and the distinctive numbers
are legible.
If any Equity Share Certificate(s) is/are destroyed, stolen, lost or misplaced, then upon production of proof
thereof to the satisfaction of the Company and upon furnishing such indemnity/surety and/or such other
documents as the Company may deem adequate, duplicate Equity Share Certificate(s) shall be issued.
Options Available to the Equity Shareholders
The Equity Shareholders will be having the following five options:
Dostları ilə paylaş: |