203
Joint Holders
Where two or more persons are registered as the holders of Equity Shares, they shall be deemed (so far as the
Company is concerned) to hold the same as joint- holders with benefits of survivorship subject to provisions
contained in the AOA.
Minimum Subscription
If our Company does not receive the minimum subscription of 90% of the Issue, our Company shall forthwith
refund the entire subscription amount received within 15 days from Issue Closing Date. If there is a delay in the
refund of subscription by more than eight (8) days after the date from which our Company becomes liable to
pay the subscription amount (i.e. 15 days after the Issue Closing Date or the date of refusal by the Stock
Exchanges, whichever is earlier) our Company shall pay interest for the delayed period at the rates prescribed
under Sections 73 of the Companies Act.
Additional Subscription by Promoters and Promoter Group
The Promoters along with the Promoter Group has clarified that they intend to subscribe to the full extent of
their entitlement in the Issue. They reserve the right to subscribe to their entitlement in the Issue by subscribing
for renunciation, if any, made within the Promoter Group to another person or entity forming part of the
Promoter Group. They may also apply for additional Equity Shares in the Issue, and in case of under-
subscription in the Issue, shall apply for additional shares such that at least 90% of the Issue is subscribed. As a
result of this subscription and consequent allotment, they may acquire shares over and above their entitlement in
the Issue, which may result in an increase of the shareholding being above the current shareholding with the
entitlement of Equity Shares under the Issue. This subscription and acquisition of additional Equity Shares by
them, if any, will not result in change of control of the management of the Company and shall be exempt in
terms of proviso to Regulation 3(1)(b)(ii) of the SEBI Takeover Regulations. The Promoter Group intends to
subscribe to such unsubscribed portion as per the relevant provisions of the law. Allotment to the Promoter
Group of any unsubscribed portion, over and above their entitlement shall be done in compliance with Clause
40A the Listing Agreement and other applicable laws prevailing at that time relating to continuous listing
requirements.
The Promoters have provided the following undertaking vide letters dated May 24, 2011:
“The subscription by the Promoters and/or members of the Promoter Group for the Equity Shares in the Issue
and the allotment of the Equity Shares will be in continuous compliance with the minimum public shareholding
requirement specified under Clause 40A of the Listing Agreement with the Stock Exchanges and the Company
will take such steps as may be necessary to ensure such compliance with Clause 40A of the Listing Agreement.”
For details, see “Terms of the Issue - Basis of Allotment” on page 225 of this Draft Letter of Offer.
Disposal of Odd Lots
The Company has not made any arrangements for the disposal of odd lot Equity Shares arising out of this Issue.
The Company shall as far as possible issue certificates in the denomination of 1-2-5-10-20-50 equal to the
number of Equity Shares being allotted to the Equity Shareholder(s).
Restrictions on transfer and transmission of shares and on their consolidation/ splitting
For a detailed description in respect of restrictions, if any, on transfer and transmission of shares and on their
consolidation / splitting, please refer sub-heading “Description of Equity Shares and Terms of the Articles of
Association” appearing on page no. 229 of this Draft Letter of Offer.
New Financial Instruments
The Company is not issuing any new financial instruments like Deep Discount Bonds, Debentures with
warrants, Secured Premium Notes, etc. through this Issue.
204
Option to receive Equity Shares in Dematerialized Form
Applicants to the Equity Shares of Our Company issued through this Issue shall be allotted the securities in
dematerialized (electronic) form at the option of the applicant. The Company has signed agreements dated
October 22, 2001 and January 15, 2010 with CDSL and NSDL respectively, which enables the Investors to hold
and trade in securities in a dematerialized form, instead of holding the securities in the form of physical
certificates.
In this Issue, the Allottees who have opted for Equity Shares in dematerialized form will receive their Equity
Shares in the form of an electronic credit to their beneficiary account with a DP. The CAF shall contain space
for indicating number of shares applied for in demat and physical form or both. Investors will have to give the
relevant particulars for this purpose in the appropriate place in the CAF. Applications, which do not accurately
contain this information, will be given the securities in the physical form. No separate applications for securities
in physical and / or dematerialized form should be made. If separate applications are made, the application for
physical securities will be treated as multiple applications and is liable to be rejected. In case of partial
allotment, allotment will be done in demat option for the shares sought in demat and balance, if any, will be
allotted in physical shares.
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