«TABLE OF CONTENTS DEFINITION, TECHNICAL GLOSSARY AND ABBREVIATIONS FORWARD-LOOKING STATEMENTS RISK FACTORS SUMMARY SUMMARY OPERATING AND FINANCIAL ...»
DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE
STATEMENTS CONCERNING THE OBJECTS OF THE OFFER, PROJECTED PROFITABILITY, PRICE
JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE AND
OTHER PAPERS FURNISHED BY THE COMPANY.
WE CONFIRM THAT:
(A) THE DRAFT RED HERRING PROSPECTUS FORWARDED TO SEBI IS IN CONFORMITY WITH
THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE OFFER;
(B) ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID OFFER AS ALSO THE
GUIDELINES, INSTRUCTIONS, ETC. ISSUED BY SEBI, THE GOVERNMENT AND ANY OTHER
COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND
(C) THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE TRUE, FAIR
AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS
TO THE INVESTMENT IN THE PROPOSED OFFER.
WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE
DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND THAT TILL DATE
SUCH REGISTRATIONS ARE VALID.
WHEN UNDERWRITTEN, WE SHALL SATISFY OURSELVES ABOUT THE NET WORTH OF
THE UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS.
WE CERTIFY THAT WRITTEN CONSENT FROM JAL HAS BEEN OBTAINED FOR INCLUSION
OF THEIR SECURITIES AS PART OF PROMOTER’S CONTRIBUTION SUBJECT TO LOCK-IN
AND THE SECURITIES PROPOSED TO FORM PART OF PROMOTERS CONTRIBUTION
SUBJECT TO LOCK-IN WILL NOT BE DISPOSED/SOLD/TRANSFERRED BY THE PROMOTERS
DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING
PROSPECTUS WITH SEBI TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS
STATED IN THE DRAFT RED HERRING PROSPECTUS.
ALL LEGAL REQUIREMENTS PERTAINING TO THE OFFER HAVE BEEN COMPLIED WITH AT THE
TIME OF FILING OF THE DRAFT RED HERRING PROSPECTUS WITH THE ROC IN TERMS OF
SECTION 60B OF THE ACT. ALL LEGAL REQUIREMENTS PERTAINING TO THE OFFER WOULD BE
COMPLIED WITH AT THE TIME OF REGISTRATION OF THE FINAL PROSPECTUS WITH THE ROCIN TERMS OF SECTION 56, SECTION 60 AND SECTION 60B OF THE COMPANIES ACT.”
THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE
COMPANY AND JAL FROM ANY LIABILITIES UNDER SECTION 63 AND SECTION 68 OF THE ACT
OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND OTHER CLEARANCES AS
MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER. SEBI FURTHER RESERVES
THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGERS,
THE AND THE LEAD MANAGER, ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRINGPROSPECTUS.
The Company and JAL accept no responsibility for statements made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at instance of the above mentioned entities and anyone placing reliance on any other source of information would be doing so at his or her own risk.
The BRLMs, and the Lead Manager accept no responsibility, save to the limited extent as provided in the Underwriting Agreement to be entered into among the Selling Shareholder, the Underwriters and the Company and the Memorandum of Understanding among the Selling Shareholder, BRLMs, Lead Manager and the Company dated February 4, 2005.
All information shall be made available by us, the BRLMs, Lead Manager and JAL to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road show presentations, in research or sales reports or at bidding centres, etc.
Disclaimer In Respect Of Jurisdiction
This Offer is being made in India to persons resident in India (including Indian nationals resident in India who are majors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest in shares, Indian mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), Trusts registered under the Societies Registration Act, 1860, as amended from time to time, or any other Trust law and who are authorised under their constitution to hold and invest in shares) and to NRIs, FIIs and Foreign Venture Capital Funds registered with SEBI. This Draft Red Herring Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to shares offered hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is required to inform him or herself about and to observe any such restrictions. Any dispute arising out of this Offer will be subject to the jurisdiction of appropriate court(s) in New Delhi only.
No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Draft Red Herring Prospectus has been filed with SEBI for observations and SEBI has given its observations and this Draft Red Herring Prospectus has been filed with the RoC as per the provisions of the Companies Act. Accordingly, the Equity Shares, represented thereby may not be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in our affairs from the date hereof or that the information contained herein is correct as of any time subsequent to this date.
Disclaimer Clause Of The National Stock Exchange of India Limited
As required, a copy of this Draft Red Herring Prospectus has been submitted to the National Stock Exchange of India Limited (“NSE”). NSE has vide its letter [•] dated [•], given permission to the Company to use the Exchange’s name in this Draft Red Herring Prospectus as one of the stock exchanges on which this Company’s securities are proposed to be listed subject to the Company fulfilling the various criteria for listing including the one related to paid up capital and market capitalisation (i.e. the paid up capital shall not be less than Rs. 100 million and market capitalisation shall not be less than Rs. 250 million at the time of listing). The NSE has scrutinized this Draft Red Herring Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed that this Draft Red Herring Prospectus has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring Prospectus; nor does it warrant that this Company’s securities will be listed or will continue to be listed on the NSE; nor does it take any responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of this Company.
Every person who desires to apply for or otherwise acquire any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.
Disclaimer Clause of The Stock Exchange, Mumbai
The Stock Exchange, Mumbai (“BSE”) has vide its letter [•] dated [•], given permission to this Company to use the BSE’s name in this Draft Red Herring Prospectus as one of the stock exchanges on which this Company’s securities are proposed to be listed. The BSE has scrutinised this Draft Red Herring Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company. The BSE does not in any manner:i) warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring Prospectus; or ii) warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or iii) take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company;
and it should not for any reason be deemed or construed that this Draft Red Herring Prospectus has been cleared or approved by the BSE. Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.
A copy of this Draft Red Herring Prospectus along with the documents required to be filed under section 60 B of the Companies Act, 1956 will be delivered for registration to the ROC, Punjab, Himachal Pradesh and Chandigarh at Jalandhar. A copy of this Draft Red Herring Prospectus required to be filed under section 60 of the Companies Act would be delivered for Registration with the ROC, having attached thereto the Material Contracts and Documents for Inspection referred in section titled “ Material Contracts and Documents for Inspection” on page 247 of this Draft Red Herring Prospectus. A copy of this Draft Red Herring Prospectus has been filed with SEBI at Ground Floor, Mittal Court, “A” Wing, Nariman Point, Mumbai - 400 021.
Applications have been made to NSE and BSE for permission to deal in and for an official quotation of the Equity Shares of the Company. If the permission to deal in and for an official quotation of the Equity Shares is not granted by either of the Stock Exchanges mentioned above, the Selling Shareholder shall forthwith repay, without interest, all moneys received from the applicants in pursuance of this Draft Red Herring Prospectus. If such money is not repaid within eight days after the Selling Shareholder becomes liable to repay it (i.e. from the date of refusal or within 70 days from the date of Offer Closing Date, whichever is earlier), then the Selling Shareholder shall, on and from expiry of eight days, be liable to repay the money, with interest at the rate of 15% per annum on application money, as prescribed under Section 73 of the Companies Act. Provided however, that where such refusal results from the fraud or willful default or negligence of the Company, the Company and Selling Shareholder shall be liable to pay the interest on the application money as per Section 73 of the Companies Act.
The Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at both the Stock Exchanges mentioned above are taken within seven working days of finalisation and adoption of the basis of allocation for the Offer. JAL shall ensure that all steps for transfer of shares are taken within seven working days of finalisation and adoption of the basis of allocation for the Offer.
Impersonation Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68 A of the
Companies Act, which is reproduced below:
“Any person who:
(a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein, or (b) 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.” Minimum Subscription This being an Offer for Sale, the requirement of minimum subscription is not a pre condition for the completion of the Offer and for obtaining permissions for listing from the Stock Exchange.
Withdrawal of the Offer The Selling Shareholder in consultation with the Company and the BRLMs, and Lead Manager reserves the right not to proceed with the Offer anytime after the Bid/ Offer Opening Date without assigning any reason thereof.
Letters of Allocation or Refund Orders The Selling Shareholder and the Company shall give benefit to the Beneficiary Account with Depository Participants within two working days from allotment of the Equity Shares in this Offer. The Company and JAL shall ensure dispatch of refund orders, if any, of value up to Rs. 1,500, by “Under Certificate of Posting”, and shall dispatch refund orders above Rs. 1,500, if any, by registered post or speed post at the sole or first bidder’s sole risk.
In accordance with the Companies Act, the requirements of the Stock Exchanges and SEBI Guidelines, the Company
and the Selling Shareholder further undertakes that:
• Transfer of Equity Shares shall be made only in dematerialized form within 15 days from the Offer Closing Date;
• Dispatch of refund orders shall be done within 15 days from the Offer Closing Date; and